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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2025
or
☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period From ________To _______
Commission file number 0-31164
Preformed Line Products Company
(Exact name of registrant as specified in its charter)
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| Ohio |
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34-0676895 |
| (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
Mayfield Village, Ohio
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44143 |
| (Address of Principal Executive Office) |
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(Zip Code) |
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(440) 461‑5200 |
| (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Shares, $2 par value per share |
PLPC |
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 ☐ No ☒
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 ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting and non-voting common shares held by non-affiliates of the registrant as of June 30, 2025 was $402,619,401 based on the closing price of such common shares, as reported on the NASDAQ National Market System. As of February 20, 2026, there were 4,896,855 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 May 4, 2026 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.
Table of Contents
Forward-Looking Statements
This Form 10-K and other documents filed with the Securities and Exchange Commission (“SEC”) contain forward-looking statements regarding Preformed Line Products Company’s (the “Company”) and the Company’s management’s beliefs and expectations. Any forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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. Use of words such “anticipates,” “believes,” “may,” “should,” “will,” “would,” “could,” “plans,” “projects,” “expects,” “estimates,” “predicts,” “targets,” “forecasts,” “intends,” “contemplates,” and similar words may identify forward-looking statements. 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 (“U.S.”), Canada, Australia and Western Europe and may grow slowly or experience prolonged delay in developing regions despite expanding power needs;
•The impact of global economic conditions, including the impact of inflation, previously enacted or future tariffs and related economic uncertainty (including due to the outcome of legal challenges), and rising interest rates, on the Company’s ongoing profitability and future growth opportunities in the Company’s core markets in the U.S. and other foreign countries, which may experience continued or further instability due to political and economic conditions, social unrest, acts of war, military conflict (such as the Russian-Ukrainian, Israeli-Palestinian and Iranian conflicts), international hostilities or the perception that hostilities may be imminent, terrorism, changes in diplomatic and trade relationships and public health concerns (including viral outbreaks such as COVID-19);
•The ability of the Company’s customers to raise funds needed to build the infrastructure projects their customers require;
•Technological developments that affect longer-term trends for communication lines, such as wireless communication;
•The decreasing demand for product supporting copper-based infrastructure due to the introduction of products using new technologies or adoption of new industry standards;
•The Company’s success at continuing to develop proprietary technology and maintaining high quality products and customer service to meet or exceed new industry performance standards and individual customer expectations;
•The Company’s success in strengthening and retaining relationships with the Company’s customers, growing sales at targeted accounts and expanding geographically;
•The extent to which the Company is successful at expanding the Company’s product line or production facilities into new areas or implementing efficiency measures at existing facilities;
•The effects of fluctuation in currency exchange rates upon the Company’s foreign subsidiaries’ operations and reported results from international operations, together with non-currency risks of investing in and conducting significant operations in foreign countries, including those relating to political, social, economic, trade 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 have been, and in the future may be, associated with the purchase of these products or components of these products. The Company’s supply chain has faced and could continue to face disruptions and constraints from such tariffs, inflationary pressures and ongoing wars and military conflicts, which could have a material, adverse effect on the ability to secure raw materials and supplies;
•Strikes, labor disruptions and other fluctuations in labor costs;
•Changes and uncertainty in significant government regulations and funding priorities, including those affecting environmental compliance or other regulatory matters, or third-party litigation matters;
•Security breaches or other disruptions to the Company’s information technology structure;
•The telecommunication market’s continued deployment of Fiber-to-the-Premises;
•The impact of any failure to timely implement and maintain adequate financial, information technology and management processes and controls and procedures; and
•Those factors described under the heading “Risk Factors” on page
9.
In light of these risks and uncertainties, the Company cautions you not to place undue reliance on these forward-looking statements. Any forward-looking statements that the Company makes in this report speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
Part I
Item 1. Business
Background
Preformed Line Products Company together with its subsidiaries (the “Company” or “PLP”) is an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead, ground-mounted and underground networks for energy, telecommunication, cable, data communication and other similar industries. The Company’s primary products support, protect, connect, terminate and secure cables and wires. The Company provides formed wire solutions, connectors, fiber optic and copper splice closures, solar hardware mounting applications, and electric vehicle charging station foundations. The Company’s 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 primarily related to the energy and communications markets.
The Company serves a worldwide market through strategically located domestic and international manufacturing facilities. Each of the Company’s domestic and international manufacturing facilities have obtained or are actively seeking an International Organization of Standardization (“ISO”) 9001:2015 Certified Management System Certificate. The ISO 9001:2015 certified management system is a globally recognized certified quality standard for manufacturing and assists the Company in marketing its products throughout the world. The Company’s customers include public and private energy utilities and communication companies, cable operators, governmental agencies, contractors and subcontractors, distributors and value-added resellers. The Company is not dependent on a single customer or small group of customers. The Company has one customer accounting for 10.7% of the Company's consolidated revenues.
The Company’s products include:
•Energy Products
•Communications Products
•Special Industries Products
–Solar Framing and Electric Vehicle Products
–Inspection Services
Energy Products are used for supporting, protecting, terminating and splicing transmission and distribution lines as well as bolted, welded, and compressed connectors for substations. PLP offers a full array of products for OPGW (Optical Ground Wire) and ADSS (All Dielectric Self Supporting) fiber optic cables, which are commonly used to monitor and control power networks. Formed wire products are the mainstay of PLP’s product offering and such products enjoy an almost universal acceptance in the Company’s markets. Formed wire products are based on the principle of forming a variety of stiff wire materials into a helical (spiral) shape. The advantages of using the Company’s helical formed wire products are that they are economical, dependable and easy to use. Additional energy product offerings include a wide array of string hardware products, polymer insulators, wildlife protection, substation fittings and motion control devices like spacer dampers. Energy products were approximately 71%, 71%, and 64% of the Company’s revenues in 2025, 2024 and 2023, respectively.
Communications Products include rugged outside plant (OSP) closures to protect and support wireline and wireless networks, such as fiber optic cable or copper cable, from moisture, environmental hazards and other potential contaminants. The precision engineered OSP closures support many FTTx (Fiber-to-the-X) and 4G/5G applications and are deployed at various points in the network—deadend, middle-mile and last-mile—but primarily are used in modern FTTH (Fiber-to-the-Home) applications. In addition to the OSP closures, the Company supplies demarcation related products that include wall boxes, pre-terminated cabinets, wall plates and passive components that are typically deployed at residences, businesses or MDUs (Multi-dwelling units). The Company supplies formed wire products, utility pole line hardware, motion control products and cable storage devices used to hold, support, protect and terminate various cable types that are used to transfer voice, video or data signals. These communications products serve all segments of the telecommunications industry including but not limited to network operators, broadband service providers, wireless internet service providers, enterprise networks, educational institutions, and electric utilities deploying fiber optics. Communications products were approximately 22%, 22%, and 29% of the Company’s revenues in 2025, 2024 and 2023, respectively.
Special Industries Products include hardware assemblies, pole line hardware, plastic products, cable dynamics/vibration solutions, interior/exterior connectors, tools, and urethane solutions. They are used by energy, renewable energy, communications, cable and other industries for specialized applications. Also included in Special Industries is the Inspection Services group which provides safe and reliable drone inspection services for utility assets, including transmission and distribution power lines, substations, generation facilities, and communications assets as well as solar framing and electric vehicle (EV) offerings which include mounting solutions for photovoltaic solar applications, including commercial, industrial, utility, and residential applications as well as pre-fabricated, precision-engineered EV charging station foundations.
Special Industries products were approximately 7%, 7%, and 7% of the Company’s revenues in 2025, 2024 and 2023, respectively.
International Operations
The international operations of the Company are similar to its domestic (“PLP-USA”) business. The Company manufactures similar types of products in its international plants as are sold domestically, 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 15 in the Notes to Consolidated Financial Statements for information and financial data relating to the Company’s international operations that represent reportable segments.
Sales and Marketing
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 manufacturers’ representatives, as well as key direct accounts and distributors who also buy and resell the Company’s products. The manufacturers' representatives are independent organizations that represent the Company as well as other complementary product lines. These organizations are paid a commission based on the sales amount they generate.
Research and Development
The Company is committed to providing technical leadership through scientific research and product development in order to continue to expand the Company’s 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 Company’s products. These products capitalize on cost-efficiency while offering exacting mechanical performance that meets or exceeds industry standards. The Company’s research and development activities have resulted in numerous patents being issued to the Company (see “Patents and Trademarks” below).
To understand the performance of its products, and enhance the goals of ensuring quality and exceeding customer expectations, the Company has a 38,000-square-foot Research and Engineering Center located at its corporate headquarters in Mayfield Village, Ohio. Using the Research and Engineering Center, engineers and technicians simulate a wide range of external conditions encountered by the Company’s 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 and environmental changes.
The Research and Engineering Center is one of the most sophisticated in the world in its specialized field. The 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 Company’s 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 performed at the Company’s Research and Development Center continues to fuel product development efforts. The Company’s 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 (Conseil Internationale des Grands Reseaux Electriques a Haute Tension), and IEC (International Electromechanical Commission). Research and development costs are expensed as incurred.
Patents and Trademarks
The Company applies for patents in the U.S. and other countries, as appropriate, to protect its significant patentable developments. As of December 31, 2025, the Company had in force 75 U.S. patents and 104 international patents in 21 countries and had 38 pending U.S. patent applications and 97 pending international applications. While such domestic and international 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 Company’s business. The Company, however, does not believe that any single patent, or group of related patents, is essential to the Company’s 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, 2025, the Company had obtained U.S. registration on 35 trademarks, and no trademark applications remained pending. International registrations amounted to 242 registrations in 47 countries, with 4 pending international registrations.
U.S. patents are issued for terms of 20 years beginning with the date of filing of the patent application. Patents issued by international countries generally expire 20 years after filing. U.S. and international patents are not renewable after expiration of their initial term. U.S. and international trademarks are generally perpetual, renewable in 10-year increments upon a showing of continued use.
To the knowledge of management, the Company is not subject to any significant allegation or charges of infringement of intellectual property rights by any organization.
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 or letters to Company representatives. The Company believes that it is unlikely that the outcome of these inquiries will have a material adverse effect on the Company’s 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.
•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 Company’s customers and representatives.
•The Company’s Research and Engineering Center and the engineering departments at the Company’s subsidiary operations around the world maintain a strong technical support function to develop unique solutions to customer demands.
•The Company is vertically integrated both in manufacturing and distribution and is continually upgrading equipment and processes.
•The Company is sensitive to the marketplace and provides an extra measure of service in cases of emergency, storm damage and other supply delivery situations. This high level of customer service and customer responsiveness is a hallmark of the Company.
•The Company’s domestic and international sales and 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 operations, the Company has leveraged its expertise and is very strong in the global market. The Company believes that it is the world’s largest manufacturer of formed wire products for energy and communications markets. However, the Company’s formed wire products compete against other pole line hardware products manufactured by other companies.
The OSP closure market is one of the most competitive product areas for the Company, with 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 OSP closures.
Sources and Availability of Raw Materials
The principal raw materials used by the Company are galvanized wire, stainless steel, aluminum covered steel wire, aluminum 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 fiber communications devices. 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 aluminum rods are purchased in standard stock diameters and coils under contracts 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 Company’s product lines, such as ferrous castings, fiber optic cable and connectors and various metal racks. The Company believes there are multiple sources of supply for these products.
The Company has expanded its supply chain but, in limited circumstances, does rely on sole source manufacturers for certain raw materials. This reliance presents a risk that existing suppliers could go out of business or be unable to meet customer demand. However, there are other potential sources available for these materials, and the Company believes that it could relocate the tooling and processes to other manufacturers if necessary.
During the twelve months ending December 31, 2025, the high tariff environment significantly impacted the costs of raw material imports, especially steel and aluminum. Given the current macro-economic and political climates, the February 2026 U.S. Supreme Court ruling that set aside unlawfully imposed tariffs (but not tariffs on steel and aluminum) and the further tariff actions that followed, it is difficult to predict the scope, duration, and application of current and future tariffs and other trade measures.
As new tariffs are enacted, additional trade restrictions are imposed or inflationary pressures emerge, it may require further price adjustments to maintain profit margin and any price increases may have a negative effect on demand. Further, to the extent amounts are refunded for previously paid tariffs that impacted the Company, it is unknown how such refunds would be processed or the timeline for doing so and whether any such amounts would be recovered by the Company.
Backlog Orders
Order backlog was approximately $232.8 million at the end of 2025 and $191.0 million at the end of 2024. All customer orders entered are firm at the time of entry. Substantially all of the backlog existing at December 31, 2025 is expected to be shipped to customers in 2026.
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.
People, Planet and Principles
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 Company’s facilities or at third-party facilities at which the Company has arranged for the disposal treatment of hazardous materials.
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 expenditures during 2026 for environmental control facilities. The environmental laws continue to be amended and revised, and compliance with future additional environmental requirements could necessitate capital outlays; however, the Company does not believe that these expenditures will ultimately result in a material adverse effect on its financial position or results of operations. Further, regulators in the U.S. and around the world, including the E.U., have been focused on proposing and/or implementing regulations to require certain disclosures related to climate change. If these regulations are ultimately adopted and become applicable to the Company, it could significantly increase the Company's compliance burdens and associated regulatory costs and complexity. The Company cannot predict the precise effect such enacted regulations or future requirements, if they become applicable to the Company, would have on the Company, and continues to monitor proposed and pending regulations. The Company believes that such regulations would affect the industry as a whole.
Weather events may impact the Company’s business by increasing operating costs due to damage to its facilities and distribution systems and disruptions to its manufacturing processes due to the increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events. As discussed above, climate related regulatory activity may adversely affect the Company’s business and financial results by requiring the Company to reduce its emissions, make capital investments to modernize certain aspects of its operations, purchase carbon offsets, or otherwise pay for its emissions. The Company seeks to address these potential risks in its business continuity planning; however, such events could make it difficult for the Company to deliver products and services to its customers and cause it to incur substantial expense.
The Company is committed to supporting people and planet initiatives and being a responsible contributor to the environment, its employees, and the communities in which it operates. The Company’s locations are focused on efforts to reduce its waste, water and energy consumption through the implementation of such programs as pollution prevention, recycling waste materials in both manufacturing and office facilities, reducing solid waste disposal, reducing air emissions, and implementing alternative energy sources. Some locations have also achieved the ISO-14001: Environmental Management Systems Certification.
In addition to monitoring and managing compliance with environmental regulations, the Company is also committed to being a responsible steward of the environment. For example, the Company is committed to protecting wildlife by working with utility companies to design and manufacture wildlife protection products that aid in reducing wildlife mortalities from interaction with electric power distribution lines, structures, and equipment. Its Wildlife Protection line of products includes the BIRD-FLIGHT™ Diverter, RAPTOR PROTECTOR™ Platform and a Squirrel Deterrent System. The Company is also committed to partnering with its customers to develop innovative products, technologies, and services that meet their needs while mitigating risk to the environment and natural resources. This is evident through the Company’s commitment to supporting fiber-optic connectivity, which is more energy efficient than copper cable.
Additionally, the Company's product offerings bolster grid reliability and efficiency, increase resilience to climate events and enable transitions to new sources of energy and upgrade aging infrastructure. The Company also quickly provides repair products to customers in the event of emergencies or natural disasters such as hurricanes, tornadoes, earthquakes, floods or ice storms. PLP is a trusted supplier when natural disasters occur.
The Company maintains a tradition of supporting numerous charitable organizations and promoting community involvement. It makes donations to various organizations and encourages employees to do the same by offering matching donations. The Company shares its successes with the communities in which it operates at both a corporate and local level. Donations and investments in enhancing the lives of the people within the communities it impacts are an integral part of who the Company is and how it intends to represent its values.
Human Capital
At December 31, 2025, the Company had 3,734 employees, the overwhelming majority of which are full-time employees. Approximately 24% of the Company’s employees are located in the U.S.
The Company views its employees and culture as keys to its success and believes that its employees are its greatest asset. The Company aims to attract and retain employees who will be empowered to have the freedom to make decisions and take actions in the best interest of the Company, while being recognized and accountable for those decisions and actions. The Company focuses on innovation, safety and engagement to develop the best talent.
The Company’s goal is to create a work environment that enables employees to perform in an environment where they feel respected and valued. As a global company with employees in many countries, the Company values its broad diversity of cultures, ethnicities, races, languages, religions, sexual and gender orientations and a diverse, open and inclusive work environment. Workplace satisfaction is key to attracting and retaining employees. The Company has built a culture where integrity and honesty guide the decision-making process, while promoting a culture of learning and talent development through tuition reimbursement, training, wellness programs, flexible benefits, and competitive compensation. The Company has also adopted several policies, including the Code of Conduct, which stresses the importance of adhering to laws and contributing to society.
The Company has always had health and safety as a core value and promotes a culture that engages and empowers its employees to take responsibility for the health and safety of themselves and their co-workers.
For more information on the risks related to the Company’s human capital resources, see Item 1A – Risk Factors.
Available Information
The Company maintains an Internet site at http://www.plp.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 Company’s SEC reports can be accessed through the investor relations section of its Internet site. The information found on the Company’s 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 SEC’s Public Reference Room at 100 F. Street, NE., 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 SEC’s Internet site is http://www.sec.gov. The Company also has a link from its Internet site to the SEC’s Internet site. This link can be found on the investor relations page of the Company’s Internet site.
Item 1A. Risk Factors
The Company’s business, operating results, financial condition and cash flows may be affected by a number of factors including, but not limited to those discussed below. Any of these factors could cause the Company’s actual results to vary materially from recent results or future anticipated results.
Industry and Economic Risks
Due to the Company’s dependency on the energy and communication industries, the Company is susceptible to negative trends relating to those industries that could adversely affect the Company’s operating results.
The Company’s sales to the energy and communication industries represent a substantial portion of the Company’s 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 Company’s 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, energy prices, technological factors and the ability of our customers to utilize available inventory. As a result, some customers may significantly reduce or delay their spending or may not continue as going concerns, which could have a material adverse effect on the Company’s business, operating results and financial condition. In addition, as the Company adjusts its business to reflect such changes and uncertainties in the Company’s industries and customer demand, the Company has incurred and may in the future incur exit-related costs and impairments of goodwill, definite lived intangible assets and property, fixtures and equipment. These costs and impairments could have a significant negative impact on the Company’s operating results for the period in which they are incurred. Consolidation presents an additional risk to the Company in that merged customers will rely on relationships with a source other than the Company. Consolidation may also increase the pressure on suppliers, such as the Company, to sell product at lower prices.
The intense competition in the Company’s markets, particularly communication, may lead to a reduction in sales and earnings.
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 and potential new entrants into the market. The Company’s current competitors in the telecommunication and data communication markets are larger companies with significant influence over the distribution network. The Company may not 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 market is rapid and these advances (i.e., wireless or fiber optic network infrastructure) and the ability of the Company’s larger competitors or new providers to adapt more efficiently may adversely affect the Company’s ability to compete in the telecommunications market. If the Company is unable to continue to compete effectively, its sales and margins could decline and its business, financial condition and results of operations would be adversely affected.
Competitors’ introduction of products embodying new technologies or the emergence of new industry standards can render existing products or products under development obsolete or unmarketable and result in lost sales.
The energy and communication industries are characterized by rapid change in technology and customer requirements. Low Earth Orbit (LEO) Satellite communication, 5G, wireless and other communication technologies currently being deployed may represent a threat to copper, coaxial and fiber optic-based systems by reducing the need and desire for wire-line networks. Future advances or further development of these or other new technologies can render existing products or products under development obsolete or unmarketable, which may have a material adverse effect on the Company’s business, operating results and financial condition as a result of lost sales.
Price increases or delayed or decreased availability of raw materials could result in lower earnings.
The Company’s cost of sales may be adversely affected by increases in the market prices of the raw materials used in the Company’s manufacturing processes. The Company has experienced, and is expected to continue to experience, a high tariff environment and inflationary pressures that have impacted its profit margins, primarily due to tariffs on raw materials (specifically, steel and aluminum). While tariffs imposed under the International Emergency Economic Powers Act (IEEPA) in 2025 were ruled to be illegal in February 2026 by the U.S. Supreme Court, the steel and aluminum tariffs remain in place and additional tariffs have been and may continue to be established. The Company has implemented price increases in the U.S. and internationally to mitigate rising material and tariff costs, and additional increases may be needed in the future to maintain profit margins. Price increases could impact the demand for the Company’s products. The Company may not be able to pass on further price increases in raw materials to the Company’s customers through increases in product prices. Further, to the extent amounts are refunded for previously paid tariffs that impacted the Company, it is unknown how such refunds would be processed or the timeline for doing so and whether any such amounts would be recovered by the Company. In addition, any decrease or delay in the availability of these materials or interruptions generally in the global supply chain could slow production and delivery to the Company’s customers. In limited circumstances, the Company relies on sole source suppliers for certain materials and may face challenges or delays in establishing an alternative source. As a result of these factors, the Company’s operating results and financial condition could be adversely affected.
The Company’s international operations subject the Company to additional business risks that may have a material adverse effect on the Company’s business, operating results and financial condition.
International sales account for a substantial portion of the Company’s net sales (53%, 55%, and 48% in 2025, 2024 and 2023, respectively). 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, which could materially adversely affect U.S. dollar sales 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, including implementing appropriate internal controls. For example, the Company is subject to antitrust and tax requirements, anti-boycott regulations, import/export/customs regulations and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act.
Any new regulatory or trade initiatives, including tariffs, could impact the Company’s operations in certain countries. Failure to comply with any such legal requirements could subject the Company to monetary liabilities and other sanctions, which could harm its business, results of operations and financial condition.
The Company is also subject to foreign currency volatility, which could materially impact the Company’s operating results, including the impact of hyper-inflationary conditions in certain economies, particularly where exchange controls limit or eliminate the Company’s ability to convert from local currency. The Company’s operations are also exposed to general geopolitical risks, such as political and economic instability, social unrest, acts of war, military conflict, international hostilities or the perception that hostilities may be imminent, terrorism and changes in diplomatic and trade relationships, including any retaliatory measures, sanctions or tariffs imposed in response to any acts of war or military conflicts in connection with its operations. Any such disruption could cause delays in the production and distribution of the Company’s products and the loss of sales and customers, particularly in regions where the Company maintains manufacturing operations or relies on cross border sourcing. Moreover, these types of events could negatively impact consumer spending or the economy in the impacted regions or depending upon the severity, globally, or lead to long-term volatility in the currency markets. These risks of conducting business internationally and the instability in global economic conditions may have a material adverse effect on the Company’s business, operating results and financial condition.
The Company's financial condition and results could be adversely affected by its level of debt and changes in interest rates.
Any period of interest rate increases may adversely affect the Company’s profitability. In addition, a higher level of floating rate debt would increase the exposure to changes in interest rates. As of December 31, 2025, the Company’s total debt, including notes payable, was $39.5 million and the unused availability under its credit facility (the "Facility") was $52.0 million. The interest rate for the Facility is defined as the Secured Overnight Financing Rate (“SOFR”) plus 1.225% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 3.00 to 1, at which point the SOFR spread becomes 1.600%. The Facility agreement also contains, among other provisions, requirements for maintaining levels of net worth and profitability. These covenants may restrict the Company’s operations and prevent it from pursuing opportunities that would otherwise be in the Company’s best interest for long-term growth. The Facility is currently scheduled to expire on June 30, 2028. Our ability to make scheduled payments on our debt obligations or enter into a new or extended credit facility depends upon our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business and other factors, many of which are beyond our control. If we are unable to timely make such payments, establish an extended term for our repayment obligations or establish a new credit facility for future borrowing, our financial condition, operations, liquidity and business prospects would be adversely affected.
Natural disasters, severe weather, climate change concerns, public health concerns, epidemics or pandemics could have a material adverse effect on the Company’s business, operating results and financial condition.
Natural disasters, severe weather and the effects of climate change, including increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, and other catastrophic events could disrupt our operations, cause damage to our business operations, our suppliers or our customers; and have an adverse effect on the Company’s operations, business and financial condition. Extreme weather conditions could also limit the availability of our resources, increase the costs of our products or cause the installation of our products and systems to be delayed or canceled. Further, legislative and regulatory responses to climate change initiatives could require the Company to incur increased costs, such as costs incurred to purchase carbon offsets or otherwise pay for the Company’s emissions, and make additional and significant capital investments in the Company’s business.
The Company also is subject to public health concerns, including viral outbreaks such as the COVID-19 pandemic. As with the disruption experienced with the COVID-19 pandemic, any future viral outbreak or health pandemic could disrupt the global supply chain, which could have a material adverse effect on the Company’s ability to secure raw materials and supplies and could result in increased costs and the loss of sales and customers. The impact of any viral outbreak or health pandemic could potentially exacerbate all the risks discussed and lead to the creation of new risks, any of which could have a material adverse effect on the Company’s business, operating results and financial condition. The duration and scope of any future viral outbreak or health pandemic cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated.
Business, Operations and Human Capital Risks
The Company’s business could suffer if the Company fails to offer quality products and a high level of customer service, as well as develop and successfully introduce new and enhanced products that meet the changing needs of the Company’s customers.
The Company’s reputation and sales rely on its ability to continue to offer high quality products with timely delivery, accompanied by a high level of customer service, particularly in cases of emergency. If changes in the availability of materials or delays in the supply chain or transportation industry or advances in the products and level of customer service offered by competitors, among other factors, negatively impact the Company’s ability to meet customer expectations, its sales and profits may suffer.
The Company’s ability to anticipate changes in technology and industry standards and to successfully develop and introduce new products on a timely basis is a significant factor in the Company’s 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, telecommunications and data communication industries may require the Company to quickly adapt to rapidly changing market conditions and customer requirements. In addition, as the Company expands its offerings in new areas, its success with these products and services will depend on its ability to offer quality, reliability and other competitive advantages. 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 Company’s customers, could have a material adverse effect on the Company’s business, operating results and financial condition as a result of reduced net sales.
The Company may not be able to successfully integrate businesses that it may acquire in the future or complete acquisitions on satisfactory terms, which could have a material adverse effect on the Company’s business, operating results and financial condition.
A portion of the Company’s 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 growth strategy, the Company faces certain risks and uncertainties in addition to the risks faced in the Company’s day-to-day operations, including the risks pertaining to integrating acquired businesses (including integrating the acquired businesses’ internal controls and procedures into our existing control structure), realizing the benefits of acquired technology, expanding exposure to unknown liabilities, utilizing and retaining new personnel and operating in new jurisdictions. Further, internal controls over financial reporting of acquired businesses may not meet required U.S. public company standards. The process of identifying, negotiating and integrating acquisitions can divert substantial time and attention of management and impose unexpected costs. 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 Company’s ability to pay dividends, fund capital expenditures, consummate additional acquisitions and significantly increase the Company’s interest expense. Any failure to successfully complete acquisitions or to successfully integrate such strategic acquisitions could have a material adverse effect on the Company’s business, operating results and financial condition.
The Company may have interruptions in or lose business due to the uncertainty of the global economy, including due to the lack of available funding for the Company’s customers.
The demand for the Company’s products is significantly affected by the amount of discretionary business and consumer spending, each of which is impacted by the continued uncertainty of the global economy. The Company’s operations have been affected by and could continue to be adversely affected by global economic conditions such as recession, political or social unrest, economic instability, inflation, rising interest rates, tariffs and other trade restrictions, acts of war, military conflict, international hostilities or the perception that hostilities may be imminent, terrorism and changes in diplomatic and trade relationships, including any retaliatory measures, sanctions or tariffs imposed in response to any acts of war or military conflicts, public health concerns or otherwise. If these conditions adversely impact the liquidity and financial position of the Company’s customers, their demand for the Company’s products could decrease and their ability to pay in full and/or on a timely basis may also be impacted. A decline in demand for the Company’s products and/or lack of funding to fulfill payment terms could have a negative impact on the Company’s operating results and financial condition.
The Company employs information technology systems to support its business, and any material breach, interruption or failure may adversely impact the Company’s business.
The Company employs information technology systems to support its business. Security breaches and other disruptions to the Company’s information technology infrastructure have interfered and, in the future, could interfere with the Company’s operations and could also compromise information belonging to the Company and its customers, suppliers and employees, exposing the Company to liability which could adversely impact the Company’s business and reputation. In the ordinary course of business, the Company relies on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Further, artificial intelligence tools are increasingly being used in our industry, and we are evaluating the use of such tools throughout our company. There are risks involved in developing and using artificial intelligence tools in our operations. Additionally, the Company collects and stores certain data, including proprietary business information, and has access to confidential or personal information in certain of its businesses that is subject to privacy and security laws, regulations and customer-imposed controls. Despite the Company’s cybersecurity measures and oversight of such matters by the Audit Committee and the Board of Directors, which are continuously reviewed and upgraded, the Company’s information technology networks and infrastructure and protected data are still vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, service providers including cloud services, natural disasters or other catastrophic events. Use of artificial intelligence may increase these vulnerabilities, as well. It is possible for such vulnerabilities to remain undetected for an extended period, up to and including several years.
In addition, the Company is subject to various data privacy laws in the many jurisdictions in which it operates, which are rapidly changing and require extensive compliance efforts. Any events that compromise the Company’s systems or any failures to comply with applicable privacy laws could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s reputation, which could adversely affect the Company’s business.
The Company depends on maintaining a skilled workforce, and any interruption in the workforce could negatively impact the Company’s operating results and financial condition.
The Company’s ability to sustain and grow its business requires a commitment to hire, retain and develop a highly skilled and diverse management team and workforce. Failure to ensure that the Company has the depth and breadth of personnel with the necessary skill set and experience, failure to compete within and outside the Company’s markets to attract and retain employees, the loss of key employees or interruptions in the Company's workforce, including unionization efforts and changes in labor relations, could impede the Company’s ability to deliver its growth objectives and execute its strategy. Labor shortages or increased labor-related costs have directly affected our results and, if they are significant or sustained, could adversely affect our results of operations and financial condition. Additionally, the health of the Company's employees is critical, and workplace safety is the Company's top priority.
The Company continues to develop and invest in human capital through continuing education, work-related certifications, and talent and performance management systems. These efforts directly impact the Company’s ability to deliver its growth objectives and execute its strategy, though the Company remains susceptible to interruptions in the workforce that could affect the Company’s operating results and financial condition.
A material disruption or unforeseen difficulties with any of our manufacturing facilities could negatively impact our operating results and financial condition.
The Company operates 26 manufacturing facilities domestically and internationally to strategically serve its worldwide markets. Equipment failures, operational interruptions, natural disasters and other unanticipated disruptions may decrease our ability to manufacture our products in a timely manner at our anticipated cost. Interruptions in our production due to such a disruption may lead to decreasing sales and necessitate capital expenditures, therefore negatively impacting our operating results and financial condition.
The Company may also face unforeseen difficulties if we decide to build, lease, expand, redesign, relocate or consolidate facilities. Despite planning, a real estate project may entail uncertainties regarding cost, timeliness, personnel and materials, and any of these variables may negatively impact the Company’s operating results and financial condition.
The Company’s stock price is subject to volatility.
The stock market in general is highly volatile. As a result, the market price of the Company’s common shares is similarly volatile and could be subject to wide fluctuations in response to a number of factors, some of which may be beyond the Company’s control. These factors include, among others, actual or anticipated fluctuations in the Company’s operating results; changes in, or the inability to, achieve estimates of, its operating results by analysts, investors or management; analysts’ recommendations regarding its stock or its competitors’ stock; sales of substantial amounts of its common shares by shareholders; actions or announcements by the Company or its competitors; the maintenance and growth of the value of the Company’s brands; litigation; legislation or other regulatory developments affecting the Company or its industry; widespread illness or pandemics; natural disasters; cyber-attacks; terrorist acts; war or other calamities and changes in general market and economic conditions.
Legal, Tax and Regulatory Risks
The Company may be adversely impacted by laws, regulations, and litigation.
The Company is subject to various laws and regulations in the many jurisdictions in which it operates. For example, extensive environmental regulations related to air and water quality, the discharge of pollutants, climate change, the handling of toxic waste and the handling and transport of products and components classified as hazardous impact its daily operations. Various employment and labor laws and regulations govern the Company’s relationships with its employees throughout the world and affect operating costs. These laws and regulations relate to matters including employment discrimination, minimum wage requirements, overtime, unemployment tax rates, workers’ compensation rates, working conditions, immigration status, tax reporting and other wage and benefit requirements. The introduction of new laws or regulations, or changes in existing laws or regulations, including minimum wage increases, mandated benefits, climate change-related disclosures or other requirements that impose additional obligations on the Company, have increased and could further increase the costs of doing business.
The Trump administration has called for significant changes to U.S. trade, healthcare, immigration and government regulatory policy and has implemented policy changes at a rapid pace. Changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted among other things, the U.S.
and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As such policy changes continue to be made, face legal challenges and court rulings, uncertainty remains as to how those changes will further impact our business and the business of our competitors over the long term, and the extent to which we will benefit from them or be negatively affected by them. For example, President Trump imposed tariffs on foreign countries under the International Emergency Economic Powers Act (IEEPA) in 2025. In February 2026, the U.S. Supreme Court held that the IEEPA does not authorize the President to impose tariffs, therefore striking the tariffs that President Trump imposed pursuant to the IEEPA. Such developments underscore the pace of change and the potential for legal challenges and implementation uncertainty affecting the regulatory environment in which we operate. It is difficult to predict what continued impact changes in federal policy, including environmental, immigration, trade and tax policies, will have on our industry, the economy as a whole, consumer confidence and spending. As a result, the nature, timing and impact on our business of potential changes to the current legal and regulatory frameworks are uncertain.
At any given time, the Company may also be subject to litigation or claims related to its products, suppliers, customers, employees, shareholders, distributors, sales representatives, intellectual property or acquisitions, among other things, the disposition of which may have an adverse effect upon the Company’s business, financial condition, or results of operation. The outcome of litigation is difficult to assess or quantify. Lawsuits can result in the payment of substantial damages by defendants. If the Company is required to pay substantial damages and expenses as a result of these or other types of lawsuits, the Company’s business and results of operations would be adversely affected. Regardless of whether any claims against the Company are valid or whether it is liable, claims may be expensive to defend, may cause reputational harm (particularly where any claims relate to significant harm to persons and property) and may divert time and money away from the Company’s operations. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. An unfavorable judgment or other liability in excess of the Company’s insurance coverage or financial statement accruals for any claims could adversely affect the Company’s business and operating results.
The Company may not be able to successfully manage its intellectual property and may be subject to infringement claims.
The Company relies on a combination of contractual rights and patent, trademark, copyright and trade secret laws to establish and protect its proprietary technology. Third parties have challenged and in the future may challenge, invalidate, circumvent, infringe or misappropriate the Company’s intellectual property, or such intellectual property may not be sufficient to permit the Company to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain product offerings or other competitive harm. Others, including its competitors may independently develop similar technology, duplicate or design around the Company’s intellectual property, and in such cases, the Company could not assert its intellectual property rights against such parties. The Company may also be subject to costly litigation in the event its technology infringes upon or otherwise violates a third party’s proprietary rights. Any claim from third parties may result in a limitation on its ability to use the intellectual property subject to these claims or the requirement to pay a licensing fee or royalty. The Company may be forced to litigate to enforce or determine the scope and enforceability of its intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful, especially in countries where such rights are more difficult to enforce. The loss of intellectual property protection or the inability to obtain third party intellectual property could harm its business and ability to compete.
Tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes could impact the Company’s operating results and financial condition.
The Company is subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating the provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. The Company’s effective tax rates could be affected by numerous factors, including but not limited to, intercompany transactions, the relative amount of its foreign earnings, including earnings being lower than anticipated in jurisdictions where the Company has lower statutory rates and higher than anticipated in jurisdictions where the Company has higher statutory rates, losses incurred in jurisdictions for which the Company is not able to realize the related tax benefit, changes in foreign currency exchange rates, changes in its deferred tax assets and liabilities and any related valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations. In addition, many countries are actively pursuing changes to their tax laws applicable to corporate multinationals, which could affect our U.S. federal corporate income tax rate and the tax credits we could receive from foreign income. These future changes could materially affect the Company’s financial position and results of operations.
Item 1B. Unresolved Staff Comments
The Company does not have any unresolved staff comments.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
The Company has implemented information security programs to, among other actions, assess, identify and manage material risks from cybersecurity threats. These programs include periodic risk assessments, company-wide testing initiatives, periodic phishing tests and annual audits. As the Company assesses its risks and determines how to implement risk management programs, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others. The Company also utilizes an independent cybersecurity advisor to provide periodic objective assessments of the Company’s capabilities and to conduct advanced attack simulations.
Further, as part of the Company’s overall information security program, the Company conducts a security awareness program, which includes training that reinforces the Company’s security management policies, standards, and practices, as well as the expectation that employees comply with these policies, standards and practices, and facilitates identifying potential cybersecurity risks and protecting the Company’s resources and information. The Company also annually engages third parties (as well as its internal audit department) to audit the Company’s information security programs. The Company uses a variety of processes to address cybersecurity threats related to the use of third-party technology and services, including pre-acquisition diligence, imposition of contractual obligations, and ongoing monitoring.
To date, there have not been any previous cybersecurity incidents that have materially affected the Company's business strategy, results of operations or financial condition.
See Item 1A. Risk Factors under the heading of “The Company employs information technology systems to support its business, and any material breach, interruption or failure may adversely impact the Company’s business.” for additional information on cybersecurity threats that could have a material impact on the Company. The Risk Factors section should be read in conjunction with this Item 1C.
Cybersecurity Risk Governance and Oversight
The Company’s Board of Directors maintains an active role in the Company’s overall enterprise risk oversight to identify and mitigate broader systemic risks. The Audit Committee is responsible for overseeing and reviewing the Company’s information security programs, including cybersecurity. In addition to the Audit Committee’s oversight, the full Board of Directors receives periodic updates relating to information security and cybersecurity risks. The Board of Directors receives an annual report from its independent cybersecurity advisor.
The Director of Global IT Infrastructure & Security, who manages information security training and awareness program, updates the Audit Committee periodically regarding information security matters. The findings from the Company’s annual third-party and internal information security audits also are reported to the Audit Committee. The Company also actively engages with key vendors and industry participants as part of its efforts, which are reported to the Audit Committee.
From January 2025 to September 2025, the Director of Global Information Systems had oversight responsibilities for PLP's information systems and cybersecurity. The Director of Global Information Systems reported to the CFO and coordinated with the IT resources across all subsidiary operations to discuss risk management initiatives, testing and training, recent trends and technological developments, and periodic reviews of third-party providers. In September 2025, the Director of Global Information Systems left the Company to pursue other opportunities. During the interim period before a replacement was appointed, the CFO provided more active oversight to address the Director of Global Information System's responsibilities.
In December 2025, the Company reorganized its technology functions to align with evolving operational and cybersecurity requirements. As part of this reorganization, the Company established the new role of Director of Global IT Infrastructure & Security which reports to the CFO, and the position was filled on December 1, 2025. This role is responsible for leading the global team that manages and delivers all IT infrastructure services and security protocols, including network operations, servers and storage, database management, data center operations, messaging and collaboration services, service delivery, end‑user computing, telephony, and remote site support. The Director, who will provide periodic strategic updates to the Audit Committee, is also charged with developing and implementing strategic and operational initiatives, establishing standards, policies, and procedures, overseeing daily operational activities, and providing direction to IT personnel. The individual appointed to this role brings over 25 years of IT leadership experience, including serving in Director‑level and Chief Information Officer positions.
Item 2. Properties
Our corporate headquarters is located in Mayfield Village, Ohio, and, at December 31, 2025, the Company maintained 26 manufacturing plants. We also maintain various sales, research and engineering, administrative offices and distribution centers throughout the world. None of these manufacturing plants, administrative offices or distribution centers are individually material to our operations.
The facilities are situated in 3 states within the United States and in 19 other countries. We own the majority of our manufacturing plants, and our leased properties consist of manufacturing plants, research and engineering, sales, administrative offices and distribution centers.
We believe that our properties have been adequately maintained, are in good condition generally and are suitable and adequate for our business as presently conducted. The extent to which we utilize our properties varies by property and aligns with manufacturing needs. Most of our manufacturing facilities remain capable of handling volume increases.
Item 3. Legal Proceedings
Information regarding the Company’s current legal proceedings is presented in Note 4 of the Notes to the Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not applicable.
Item 4A. Information about our Executive Officers
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. The following sets forth the name, age and recent business experience for each person who is an executive officer of the Company at March 5, 2026:
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| Name |
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Age |
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Position |
| Robert G. Ruhlman |
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69 |
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Executive Chairman |
| Dennis F. McKenna |
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59 |
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Chief Executive Officer |
| J. Ryan Ruhlman |
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42 |
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President |
| John M. Hofstetter |
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61 |
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Executive Vice President – U.S. Operations |
| Andrew S. Klaus |
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60 |
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Chief Financial Officer |
| John J. Olenik |
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55 |
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Vice President – Research and Engineering |
| Tim O'Shaughnessy |
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55 |
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Vice President – Human Resources |
| William Koh |
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57 |
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Vice President – Asia-Pacific Region |
| Caroline S. Vaccariello |
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59 |
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General Counsel and Corporate Secretary |
| Assaad A. Morcos |
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53 |
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Vice President - U.S. Manufacturing |
Robert G. Ruhlman was elected Executive Chairman in January 2024. Prior to that, Mr. Ruhlman served as Chairman since July 2004, as Chief Executive Officer since July 2000 and as President from 1995 to May 2023. Mr. Ruhlman is the father of J. Ryan Ruhlman, the President and a Director of the Company, and of Maegan A. R. Cross, also a Director of the Company.
Dennis F. McKenna was elected Chief Executive Officer in January 2024. Prior to that, Mr. McKenna served as Chief Operating Officer since January 2019 where he oversaw the manufacturing, production, sales and personnel matters of the organization, and as Executive Vice President – Global Business Development from January 2015 to January 2019, where he expanded his role to include worldwide marketing and business development strategies.
J. Ryan Ruhlman was elected President of the Company in May 2023 and to the Company's Board of Directors in July 2015. Prior to that, Mr. Ruhlman served as Vice President – Marketing and Business Development since December 2015, which expanded his role to include new acquisition and market opportunities. Prior to that, he was promoted to Director of Marketing and Business Development in January 2015 including responsibilities for Special Industries, Distribution and Transmission Markets, as well as Marketing Communications. Mr. Ruhlman is the son of Robert G. Ruhlman, the Executive Chairman of the Company, and the brother of Maegan A. R. Cross, a Director of the Company.
John M. Hofstetter was elected Executive Vice President – U.S. Operations in October 2020. Prior to that, Mr. Hofstetter served as Vice President – Sales and Global Communications Markets and Business Development since April 2012.
Andrew S. Klaus was elected Chief Financial Officer in April 2020. Prior to his employment with the Company, Mr. Klaus served as the Chief Accounting Officer and Vice President, Corporate Controller at Vertiv Holdings Co. since 2017. Mr. Klaus served as the Chief Financial Officer of Consolidated Precision Products Corporation from 2013 to 2017 and Vice President, Corporate Controller for JMC Steel Group (now known as Zekelman Industries, Inc.) from 2007 to 2013.
John J. Olenik was elected Vice President – Research and Engineering in January 2020. Prior to that, Mr. Olenik was the Company’s Director of Engineering since 2013 where he was promoted from his prior role as Engineering Manager of Power Product Development. Mr. Olenik has been with the Company since 1997.
Tim O’Shaughnessy was elected Vice President – Human Resources in January 2019. Prior to that, Mr. O’Shaughnessy served as the Company’s Director of Human Resources since 2017 where he was promoted from his previous role of International Human Resource Manager which he began in 2013. Mr. O’Shaughnessy previously held various roles within the Finance organization since joining the Company in 2005.
William (Tuan Tie) Koh was elected to Vice President – Asia-Pacific Region in May 2023. Prior to that, Mr. Koh served as Regional Managing Director for TECO Electric and Machinery Co. Ltd., from 2021 to 2023, and Vice President - Asia Pacific at Qualitrol of Fortive Corporation (formerly Danaher Corporation) since 2010.
Caroline S. Vaccariello was elected General Counsel and Corporate Secretary in January 2007. Prior to that, she served as General Counsel from 2005. She began her legal career as an Associate with Calfee Halter and Griswold, and then worked as Counsel for The Timken Company.
Assaad A. Morcos was elected Vice President - U.S. Manufacturing effective January 1, 2025. Prior to that, Mr. Morcos served as the Company's Executive Director of Manufacturing since January 2023 where he was promoted from his prior role as Director of Manufacturing. Mr. Morcos has been with the Company since 2018.
Part II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market and dividend information
The Company’s common shares are traded on NASDAQ under the trading symbol “PLPC”. The following table sets forth for the periods indicated (i) the high and low closing sale prices per share of the Company’s common shares as reported by the NASDAQ and (ii) the amount per share of cash dividends paid by the Company.
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Year Ended December 31, |
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2025 |
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2024 |
| Quarter |
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High |
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Low |
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Dividend |
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High |
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Low |
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Dividend |
| First |
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$ |
152.34 |
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$ |
120.05 |
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$ |
0.20 |
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$ |
138.00 |
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$ |
120.23 |
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$ |
0.20 |
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| Second |
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159.93 |
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130.74 |
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0.20 |
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135.33 |
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120.42 |
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0.20 |
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| Third |
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206.33 |
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140.59 |
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0.20 |
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137.87 |
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112.94 |
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0.20 |
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| Fourth |
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239.80 |
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186.26 |
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0.21 |
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143.56 |
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121.10 |
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0.20 |
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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 Company’s Board of Directors in light of the needs of the Company. Therefore, there can be no assurance that the Company will continue to make such dividend payments in the future.
Number of common shareholders
As of March 4, 2026, the Company had approximately 6,385 shareholders of record.
Performance Graph
Historical share price performance should not be relied upon as an indication of future share price performance. The following graph compares the cumulative total return to holders of PLP's common shares against the cumulative total return of the NASDAQ Composite Index and the Hemscott Industry Group 627 (Industrial Electrical Equipment) (the “Peer Group Index”) for the five-year period ended December 31, 2025. The comparison of the cumulative total returns for each investment assumes that $100 was invested in PLP's common shares and the respective indices on December 31, 2020 through December 31, 2025 and assumes the reinvestment of dividends.
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2020 |
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2021 |
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2022 |
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2023 |
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2024 |
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2025 |
| PREFORMED LINE PRODUCTS CO |
100.00 |
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95.65 |
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124.28 |
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201.06 |
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193.18 |
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314.11 |
| NASDAQ MARKET INDEX |
100.00 |
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122.18 |
|
82.43 |
|
119.22 |
|
154.48 |
|
187.14 |
| PEER GROUP INDEX |
100.00 |
|
119.19 |
|
101.26 |
|
130.35 |
|
138.36 |
|
189.32 |
Repurchases of Equity Securities
On November 1, 2023, the Board of Directors authorized a new plan to repurchase up to an additional 212,952 of Preformed Line Products Company common shares, resulting in a total of 250,000 shares available for repurchase with no expiration date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Period |
|
Total Number of Shares Purchased |
|
Average Price Paid per Share ($) |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number of Shares that may yet be Purchased under the Plans or Programs |
| October |
|
850 |
|
$ |
227.43 |
|
|
850 |
|
127,179 |
| November |
|
5,850 |
|
$ |
217.17 |
|
|
5,850 |
|
121,329 |
| December |
|
2,000 |
|
$ |
207.23 |
|
|
2,000 |
|
119,329 |
| Total |
|
8,700 |
|
|
|
|
|
|
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the readers of our financial statements better understand our results of operations, financial condition and present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes included elsewhere in this report.
OVERVIEW
Preformed Line Products Company (the “Company”, “PLPC”, “we”, “us”, or “our”) was incorporated in Ohio in 1947. We are an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication), and other similar industries. Our primary products support, protect, connect, terminate, and secure cables and wires. We provide helical solutions, string hardware, connectors, insulators, fiber optic and copper splice closures, solar hardware mounting applications, and electric vehicle charging station foundations. We also provide aerial drone inspection services for utility assets including transmission and distribution power lines, substations, and generation facilities. We are respected around the world for quality, dependability and market-leading customer service. Our goal is to continue to achieve profitable growth as a leader in the research, innovation, development, 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 sales and manufacturing operations in 20 different countries.
We report our segments in four geographic regions: PLP-USA (including corporate), The Americas (includes operations in North and South America, excluding PLP-USA), EMEA (Europe, Middle East & Africa) and Asia-Pacific, in accordance with accounting standards codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, “Segment Reporting”. Each segment distributes a full range of our primary products. Our PLP-USA segment is comprised of our U.S. operations manufacturing our traditional products primarily supporting our domestic energy, telecommunications, solar framing products and inspection services. Our other three segments, The Americas, EMEA and Asia-Pacific, support our energy, telecommunications, data communication, solar and other products in each respective geographical region.
The segment managers responsible for each region report directly to the Company’s Executive Chairman, who is the chief operating decision maker, and are accountable for the financial results and performance of their entire segment for which they are responsible. The business components within each segment are managed to maximize the results of the entire operating segment and the Company rather than the results of any individual business component of the segment.
We evaluate segment performance and allocate resources based on several factors primarily based on gross sales and income before income taxes.
MARKET OVERVIEW
Our business continues to be concentrated in the energy and communications markets. We sit at the intersection of various economic and social megatrends impacting our markets, both domestically and internationally. The digitalization and electrification megatrends, which are increasing the need for power generation, have highlighted the need for bolstering grid reliability, strengthening grid resilience, and upgrading aging infrastructure. The continuing need for high-speed and efficient communication systems has led to further investment in network build-outs. Our focused portfolio is well-positioned to respond to these trends and priorities. While our markets remain robust, increasing commodity prices, inflation, tariffs, rising interest rates, transportation costs, and foreign currency fluctuations have led to a challenging operating environment. Although some of these pressures have shown periods of moderation, they may continue to provide inherent uncertainty going forward.
We believe that our leadership position in the domestic energy and communications markets and the ability to deliver reliable products quickly will position us for continued growth as transmission grids, distribution lines, and substation projects, as well as communication networks, are enhanced, upgraded and extended.
Our international business is also mainly concentrated in the energy and communications markets. Historically, our international sales were primarily related to the medium voltage distribution segment of the energy market but have grown through acquisition and new product development to include a significant contribution from the transmission, substation and telecommunications markets.
We believe that we are well positioned to supply the needs of the world’s diverse energy and communication markets as a result of our focused portfolio and strategic operational footprint, including expansion from recent acquisitions, investment in new manufacturing facilities and product designs and technologies.
PREFACE
The following discussion describes our results of operations for the years ended December 31, 2025 and 2024. For additional discussion of our results of operations for the year ended December 31, 2023, see our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. 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 financial statements in the assessment of our performance and operating trends.
Net sales of $669.3 million for the year ended December 31, 2025 increased $75.6 million year-over-year, mainly due to an increase in energy and communication sales for the year. The 2025 sales amount is among the highest annual sales amount in the Company's history, falling just behind the sales recorded in the year-ended December 31, 2023 of $669.7 million. Additionally, the Company's backlog increased approximately 22% to $232.8 million, further showing the strength of our core markets. As of December 31, 2025, our liquidity remains strong with our bank debt to equity percentage at 8.3%. We can borrow needed funds at a competitive interest rate under our credit facility. Our strong liquidity also allowed us to increase our quarterly dividend by 5% to $0.21 per share in the fourth quarter of 2025, the first such increase since the Company's shares began trading on NASDAQ stock exchange in 2001.
Notwithstanding the Company's positive momentum and strong core markets, the high tariff environment, especially on raw material imports, particularly steel and aluminum, continue to be impactful. In 2025, the Company incurred tariff costs of approximately of $15.1 million. Additionally, PLP-USA's LIFO inventory valuation costs have accelerated due to tariffs, resulting in pre-tax charges of $9.0 million for the year ended December 31, 2025. While we remain steadfast in our commitment to U.S. manufacturing, we continue to manage trade matters proactively. Further tariff increases may give rise to inflationary pressures, which may require further price adjustments to maintain profit margin, and any price increases may have a negative effect on demand. The tariffs outlook remains uncertain, particularly following the February 2026 U.S. Supreme Court ruling that set aside unlawfully imposed tariffs, and the Company is unable to predict the upcoming effects of tariffs that remain in effect (including on steel and aluminum) or may be newly enacted, as well as any refunds that may be available.
While uncertainty remains in the global economy due to tariffs and trade matters, we believe our business portfolio, including our significant U.S. manufacturing footprint, as well as our financial position, are sound and strategically well-positioned. We remain focused on assessing our global market opportunities and overall manufacturing capacity in conjunction with the requirements of local manufacturing in the markets that we serve. As necessary, we will modify redundant processes and further utilize our global manufacturing network to manage costs, including tariff-related impacts, increase sales volume and deliver value to our customers. We closely monitor developments in trade policy and actively evaluate strategies to mitigate the impact of tariffs, including sourcing alternatives and optimizing our supply chain. We have continued to invest in the business to expand into new markets for the Company, evaluate strategic mergers and acquisitions, improve efficiency, develop new products and increase our capacity.
Our financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. The fluctuations of foreign currencies during the years ended December 31, 2025 and December 31, 2024 had a favorable impact on net sales of $1.4 million and an unfavorable impact of $4.2 million, respectively. The effect of currency translation had a favorable impact on net income in the year ended December 31, 2025 of $0.1 million and an unfavorable impact of $0.7 million in the year ended December 31, 2024. On a reportable segment basis, the impact of foreign currency translation on net sales and net income for the years ended December 31, 2025 and 2024, respectively, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Impact |
|
Net Sales |
|
Net Income |
| (Thousands of dollars) |
2025 |
|
2024 |
|
2025 |
|
2024 |
| The Americas |
$ |
(3,489) |
|
|
$ |
(5,005) |
|
|
$ |
(225) |
|
|
$ |
(803) |
|
| EMEA |
5,655 |
|
|
1,738 |
|
|
123 |
|
|
128 |
|
| Asia-Pacific |
(760) |
|
|
(903) |
|
|
154 |
|
|
(52) |
|
| Total |
$ |
1,406 |
|
|
$ |
(4,170) |
|
|
$ |
52 |
|
|
$ |
(727) |
|
The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the years ended December 31, 2025 and 2024. The Company’s past operating results are not necessarily indicative of future operating results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, |
| (Thousands of dollars) |
2025 |
|
2024 |
|
Change |
| Net sales |
$ |
669,338 |
|
|
100.0 |
% |
|
$ |
593,714 |
|
|
100.0 |
% |
|
$ |
75,624 |
|
| Cost of products sold |
460,799 |
|
|
68.8 |
|
|
403,903 |
|
|
68.0 |
|
|
56,896 |
|
| GROSS PROFIT |
208,539 |
|
|
31.2 |
|
|
189,811 |
|
|
32.0 |
|
|
18,728 |
|
| Costs and expenses |
153,404 |
|
|
22.9 |
|
|
139,054 |
|
|
23.4 |
|
|
14,350 |
|
| OPERATING INCOME |
55,135 |
|
|
8.2 |
|
|
50,757 |
|
|
8.5 |
|
|
4,378 |
|
| Other (expense) income, net |
(9,515) |
|
|
(1.4) |
|
|
13 |
|
|
0.0 |
|
|
(9,528) |
|
| INCOME BEFORE INCOME TAXES |
45,620 |
|
|
6.8 |
|
|
50,770 |
|
|
8.6 |
|
|
(5,150) |
|
| Income tax expense |
10,313 |
|
|
1.5 |
|
|
13,659 |
|
|
2.3 |
|
|
(3,346) |
|
| NET INCOME |
35,307 |
|
|
5.3 |
|
|
37,111 |
|
|
6.3 |
|
|
(1,804) |
|
| Net income attributable to noncontrolling interests |
(24) |
|
|
(0.0) |
|
(17) |
|
|
(0.0) |
|
(7) |
|
| NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS |
$ |
35,283 |
|
|
5.3 |
% |
|
$ |
37,094 |
|
|
6.2 |
% |
|
$ |
(1,811) |
|
2025 RESULTS OF OPERATIONS COMPARED TO 2024
Net sales. In 2025, net sales were $669.3 million, an increase of $75.6 million, or 13%, compared to 2024. Excluding the effect of currency translation, net sales increased 13% as summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, |
| (Thousands of dollars) |
2025 |
|
2024 |
|
Change |
|
Change Due to Currency Translation |
|
Change Excluding Currency Translation |
|
% Change |
| Net sales |
|
|
|
|
|
|
|
|
|
|
|
| PLP-USA |
$ |
312,619 |
|
|
$ |
266,704 |
|
|
$ |
45,915 |
|
|
$ |
— |
|
|
$ |
45,915 |
|
|
17 |
% |
| The Americas |
108,767 |
|
|
90,280 |
|
|
18,487 |
|
|
(3,489) |
|
|
21,976 |
|
|
24 |
|
| EMEA |
133,123 |
|
|
128,241 |
|
|
4,882 |
|
|
5,655 |
|
|
(773) |
|
|
(1) |
|
| Asia-Pacific |
114,829 |
|
|
108,489 |
|
|
6,340 |
|
|
(760) |
|
|
7,100 |
|
|
7 |
|
| Consolidated |
$ |
669,338 |
|
|
$ |
593,714 |
|
|
$ |
75,624 |
|
|
$ |
1,406 |
|
|
$ |
74,218 |
|
|
13 |
% |
The increase in PLP-USA net sales of $45.9 million, or 17%, was primarily due to higher volumes in communications and energy product sales. International net sales for the year ended December 31, 2025 were favorably affected by $1.4 million when local currencies were converted to U.S. dollars. The following discussion of changes in net sales excludes the effect of currency translation. The Americas net sales of $108.8 million increased $22.0 million, or 24%, primarily due to an increase in energy product sales and an increase in communications sales due to the acquisition of JAP Telecom in May 2025. EMEA net sales of $133.1 million decreased $0.8 million, or 1%, primarily due to lower volume in communications sales, partially offset by increased volumes in energy product sales. Asia-Pacific net sales of $114.8 million increased $7.1 million, or 7%, primarily due to volume increases in energy product sales and special industry sales.
Gross Profit. Gross profit of $208.5 million for 2025 increased $18.7 million, or 10%, compared to 2024. Excluding the effect of currency translation, gross profit increased $18.6 million, or 10%, as summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
| (Thousands of dollars) |
2025 |
|
2024 |
|
Change |
|
Change Due to Currency Translation |
|
Change Excluding Currency Translation |
|
% Change |
| Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| PLP-USA |
$ |
105,857 |
|
|
$ |
92,969 |
|
|
$ |
12,888 |
|
|
$ |
— |
|
|
$ |
12,888 |
|
|
14 |
% |
| The Americas |
31,737 |
|
|
28,608 |
|
|
3,129 |
|
|
(1,158) |
|
|
4,287 |
|
|
15 |
|
| EMEA |
39,267 |
|
|
36,796 |
|
|
2,471 |
|
|
1,545 |
|
|
926 |
|
|
3 |
|
| Asia-Pacific |
31,678 |
|
|
31,438 |
|
|
240 |
|
|
(217) |
|
|
457 |
|
|
1 |
|
| Consolidated |
$ |
208,539 |
|
|
$ |
189,811 |
|
|
$ |
18,728 |
|
|
$ |
170 |
|
|
$ |
18,558 |
|
|
10 |
% |
PLP-USA gross profit of $105.9 million increased by $12.9 million, or 14%, compared to the same period in 2024, primarily due to higher sales volumes and favorable product mix benefited by price increases enacted in 2025, partially offset by higher tariff and manufacturing costs, including LIFO valuation costs. International gross profit for the period ended December 31, 2025 was favorably impacted by $0.2 million when local currencies were translated to U.S. dollars. The following discussion of gross profit changes excludes the effects of currency translation. The Americas gross profit increased $4.3 million, or 15%, which was primarily the result of higher sales volumes, offset by unfavorable product mix. EMEA gross profit increased $0.9 million, or 3%, due to favorable product mix. Asia-Pacific gross profit increased $0.5 million, or 1%, which was primarily driven by higher sales volume, partially offset by higher inventory reserves.
Costs and expenses. Costs and expenses of $153.4 million for the year ended December 31, 2025 increased $14.4 million, or 10%, when compared to 2024. Excluding the effect of currency translation, costs and expenses increased $13.8 million, or 10%, as summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
| (Thousands of dollars) |
2025 |
|
2024 |
|
Change |
|
Change Due to Currency Translation |
|
Change Due to Intercompany Transactions |
|
Change Excluding
Currency
and Intercompany Transactions
|
|
% Change |
| Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| PLP-USA |
$ |
69,922 |
|
|
$ |
72,593 |
|
|
$ |
(2,671) |
|
|
$ |
— |
|
|
$ |
(8,876) |
|
|
$ |
6,205 |
|
|
9 |
% |
| The Americas |
25,566 |
|
|
18,655 |
|
|
6,911 |
|
|
(623) |
|
|
3,494 |
|
|
4,040 |
|
|
22 |
|
| EMEA |
32,000 |
|
|
26,090 |
|
|
5,910 |
|
|
1,275 |
|
|
1,865 |
|
|
2,770 |
|
|
11 |
|
| Asia-Pacific |
25,916 |
|
|
21,716 |
|
|
4,200 |
|
|
(76) |
|
|
3,517 |
|
|
759 |
|
|
3 |
|
| Consolidated |
$ |
153,404 |
|
|
$ |
139,054 |
|
|
$ |
14,350 |
|
|
$ |
576 |
|
|
$ |
— |
|
|
$ |
13,774 |
|
|
10 |
% |
PLP-USA costs and expenses of $69.9 million increased $6.2 million, or 9% year-over-year. PLP-USA’s increase was primarily attributable to personnel costs supporting strategic market growth in core product offerings in both energy and communications, primarily for sales, sales support and engineering resources, as well as higher selling and professional service costs. International costs and expenses for the year ended December 31, 2025 had a unfavorable impact by $0.6 million when local currencies were translated to U.S. dollars and was unfavorably impacted by intercompany transactions with PLP-USA. The following discussion of costs and expenses excludes the effect of currency translation and intercompany transactions. The Americas costs and expenses of $25.6 million increased $4.0 million primarily due to the acquisition of JAP Telecom in May 2025, an increase in personnel costs and the impact of foreign currency remeasurement. EMEA costs and expenses of $32.0 million increased by $2.8 million primarily due to higher personnel and facility costs and a recovery of bad debt in the second quarter of 2024 that did not recur. Asia-Pacific costs and expenses of $25.9 million increased $0.8 million primarily due to a gain on the sale of capital assets in the first quarter of 2024 that did not recur, offset by a recovery of bad debt.
Other (expense) income, net. Other expense, net as of the year ended December 31, 2025 was unfavorable by $9.5 million when compared to the nominal Other income, net for the year ended December 31, 2024. The unfavorable movement was mainly due to the $11.7 million U.S. Plan termination charge recorded in the third quarter of 2025, partially offset by government incentives received in 2025 related to our facility in China.
Income taxes. Income taxes for the years ended December 31, 2025 and 2024 were $10.3 million and $13.7 million based on pre-tax income of $45.6 million and $50.8 million, respectively. The effective tax rate for the years ended December 31, 2025 and 2024 was 22.6% and 26.9%, respectively.
The decrease in the effective tax rate from 2024 to 2025 was primarily due to the impact of the U.S. Plan termination and a reduction in the unfavorable impact from the mix of income earned in jurisdictions with a higher tax rate than the U.S. This was partially offset by an unfavorable impact from the decrease in certain tax credits. The following items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 21.0%:
2025
1.A $1.7 million, or 3.8%, net increase resulting from non-deductible officers' compensation
2.A $1.6 million, or 3.5%, net increase resulting from an increase in withholding taxes and from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate where such earnings are permanently reinvested.
3.A $1.4 million, or 3.1%, net decrease resulting from the U.S. pension plan termination charge.
4.A $1.2 million, or 2.6%, net decrease resulting from excess tax benefits from executive compensation in the form of restricted stock units (or "RSUs").
5.A $0.7 million, or 1.5%, net decrease resulting from the generation of foreign tax credits.
2024
1.A $2.0 million, or 4.0%, net increase resulting from non-deductible officers' compensation.
2.A $1.6 million, or 3.2%, net increase resulting from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate where such earnings are permanently reinvested.
3.A $1.6 million, or 3.2%, net decrease resulting from generation of foreign tax credits.
4.A $1.2 million, or 2.4%, net decrease resulting from excess tax benefits from RSUs.
5.A $1.2 million, or 2.3%, net increase resulting from the inclusion of Global Intangible Low-Taxed Income.
Net income. As a result of the preceding items, net income for the year ended December 31, 2025 was $35.3 million, compared to $37.1 million for 2024. Excluding the effect of currency translation, net income decreased $1.9 million as summarized in the following table and was primarily due to the U.S. Plan termination charged recorded in 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
| (Thousands of dollars) |
2025 |
|
2024 |
|
Change |
|
Change Due to Currency Translation |
|
Change Excluding Currency Translation |
|
% Change |
| Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
| PLP-USA |
$ |
19,512 |
|
|
$ |
13,940 |
|
|
$ |
5,572 |
|
|
$ |
— |
|
|
$ |
5,572 |
|
|
40 |
% |
| The Americas |
5,395 |
|
|
8,951 |
|
|
(3,556) |
|
|
(225) |
|
|
(3,331) |
|
|
(37) |
|
| EMEA |
5,342 |
|
|
7,762 |
|
|
(2,420) |
|
|
123 |
|
|
(2,543) |
|
|
(33) |
|
| Asia-Pacific |
5,034 |
|
|
6,441 |
|
|
(1,407) |
|
|
154 |
|
|
(1,561) |
|
|
(24) |
|
| Consolidated |
$ |
35,283 |
|
|
$ |
37,094 |
|
|
$ |
(1,811) |
|
|
$ |
52 |
|
|
$ |
(1,863) |
|
|
(5) |
% |
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, 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. In 2025, we used cash of $40.1 million for capital expenditures, of which $24.8 million relates to the construction of the new Poland facility and purchase of the new Spain facility. At December 31, 2025, we had $83.4 million of cash, cash equivalents and restricted cash (collectively “Cash”). Our Cash is held in various locations throughout the world. At December 31, 2025, the majority of our cash is held outside the U.S.
We expect the majority of 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 that may signal possible customer credit issues. We currently have not identified any potential material impact on our liquidity from customer credit issues.
Total debt, including notes payable, at December 31, 2025 was $39.5 million. At December 31, 2025, our unused availability under our credit facility (the "Facility") was $52.0 million and our bank debt to equity percentage was 8.3%. The Facility contains, among other provisions, requirements for maintaining levels of net worth and profitability. At December 31, 2025, the Company was in compliance with these covenants.
Our Asia-Pacific segment had $0.1 million in restricted cash for the years ended December 31, 2025 and 2024. The restricted cash was used to secure bank debt and is included in Cash, cash equivalents and restricted cash on the balance sheet.
On January 19, 2021, the Company received funding for a term loan from PNC Equipment Finance, LLC in the principal amount of $20.5 million for the full amount of the purchase price for a new corporate aircraft. At December 31, 2025, the outstanding balance on the term loan was $10.6 million, of which $2.1 million was classified as current. See Note 7 in the Notes to Consolidated Financial Statements for more information.
On July 16, 2025, PLP Poland, a subsidiary of the Company, entered into a non-revolving investment loan with Bank Pekao S.A to finance the construction of a new manufacturing plant for an amount up to PLN100.3 million ($27.9 million). The maturity date of the loan is January 31, 2035 and is payable in annual installments in the amounts of PLN5.3 million ($1.5 million) in 2026, PLN9.0 million ($2.5 million) in 2027, PLN9.6 million ($2.7 million) in 2028 through 2034, and PLN18.8 million ($5.0 million) in 2035. As of December 31, 2025, the outstanding balance on the investment loan was $12.6 million, of which $1.9 million is classified as current. See Note 7 in the Notes to Consolidated Financial Statements for more information.
We expect that our major source of funding for 2026 and beyond will be our operating cash flows, our existing cash and cash equivalents as well as our Facility agreement. The Facility agreement has an expiration date of June 30, 2028. Except for current earnings in certain jurisdictions, our operating income is deemed to be indefinitely reinvested in foreign jurisdictions. We currently do not intend nor foresee a need to repatriate these funds. We believe our future operating cash flows will be more than sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends for the next 12 months and thereafter for the foreseeable future. In addition, we believe our borrowing capacity provides substantial financial resources, if needed, to supplement funding of capital expenditures and/or acquisitions. We also believe that we can further expand our borrowing capacity, if necessary; however, we do not believe we would increase our debt to a level that would have a material adverse impact upon results of operations or financial condition.
Sources and Uses of Cash
Net Cash provided by operating activities for the years ended December 31, 2025 and 2024 was $73.5 million and $67.5 million, respectively. The $6.0 million increase was primarily a result of the net favorable movement in non-cash items of $13.8 million, including the U.S. pension plan termination, offset by changes in operating assets and liabilities.
Net Cash used in investing activities for the years ended December 31, 2025 and 2024 was $43.4 million and $12.4 million, respectively. The $31.0 million change was primarily a result of the acquisition of JAP Telecom in May of 2025 and an increase in capital expenditures, primarily related to the acquisition of new land and a building in Spain and the construction of a new manufacturing plant in Poland.
Net Cash used in financing activities for the years ended December 31, 2025 and 2024 was $9.2 million and $47.8 million, respectively. The $38.6 million change was primarily the result of a reduction in net payments of long-term debt.
We have commitments under operating leases primarily for office and manufacturing space, transportation equipment, office and computer equipment and capital leases, primarily for equipment. See Note 8 in the Notes to Consolidated Financial Statements for more information.
As of December 31, 2025, the Company had total outstanding guarantees of $14.1 million. Additionally, certain domestic and foreign customers require the Company to issue letters of credit or performance bonds as a condition of placing an order. As of December 31, 2025, the Company had total outstanding letters of credit of $3.1 million.
The Company has other borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs. At December 31, 2025, and December 31, 2024, $20.9 million and $8.8 million were outstanding, of which $4.6 million and $8.2 million were classified as current, respectively. These facilities support commitments made in the ordinary course of business.
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 GAAP. 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.
Revenue Recognition
Net sales include products and shipping and handling charges, net of estimates for product returns. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies the performance obligations under the contract and control of the product is transferred to the customer, primarily based on shipping terms. Revenue for shipping and handling charges are recognized at the time the products are shipped to, delivered to or picked up by the customer. The Company estimates product returns based on historical return rates.
Allowance for Credit Losses
We maintain an allowance for credit losses 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.
Excess and Obsolescence Reserves
We provide excess and obsolescence reserves to state inventories at the lower of cost or estimated net realizable value. We identify inventory items that have had no usage or are in excess of the usages over the historical 12 to 24 months. A management team with representatives from marketing, manufacturing, engineering and finance reviews these inventory items, determines the disposition of the inventory and assesses the net realizable 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. If the impact of market conditions deteriorates from those projected by management, additional inventory reserves 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 are impaired and the undiscounted 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
Goodwill is reviewed for impairment annually on October 1 or more frequently when changes in circumstances indicate the carrying amount may be impaired. We may use both quantitative and qualitative approaches when testing goodwill for impairment. For selected reporting units where the qualitative approach is utilized, a qualitative evaluation of events and circumstances impacting the reporting unit is performed to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying amount. If that determination is made, no further evaluation is necessary. Otherwise, the Company performs a quantitative impairment test on the reporting unit.
For the quantitative approach, the Company uses a combination of the income approach, which uses a discounted cash flow methodology, and the market approach, which uses comparable market multiples, in computing fair value by reporting unit. The Company then compares the fair value of the reporting unit with its carrying value to assess if goodwill has been impaired. The fair value estimates are subjective and sensitive to significant assumptions, such as revenue growth rates, operating margins, the weighted-average cost of capital, and estimated market multiples, of which are affected by expectations of future market or economic conditions. The Company believes that the methodologies, significant assumptions, and weightings used are reasonable and result in appropriate fair values of the reporting units.
Impairment assessments inherently involve management judgments regarding a number of assumptions. Due to the multiple variables inherent in arriving at the estimates of the reporting unit's fair value, differences in assumptions could have an effect on the estimated fair value of a reporting unit and could result in goodwill impairment charges in a future period.
Deferred Tax Assets
Deferred taxes are recognized at currently enacted tax rates for temporary differences between the financial reporting and income tax basis of assets and liabilities and operating loss and tax credit carryforwards. We establish 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.
Pension Obligations
For the remaining international pension plans, we record obligations and expenses related to a pension benefit plan based on actuarial valuations, which include key assumptions on discount rates, expected returns on plan assets and compensation increases. These actuarial assumptions are reviewed annually and modified as appropriate. The effect of modifications is generally recorded or amortized over future periods. We believe the assumptions used in recording obligations under the plans are reasonable based on prior experience, market conditions and the advice of plan actuaries. However, an increase in the discount rate would decrease the plan obligations and the net periodic benefit cost, while a decrease in the discount rate would increase the plan obligations and the net periodic benefit cost. In addition, an increase in the expected long-term return on plan assets would decrease the net periodic pension cost, while a decrease in expected long-term return on plan assets would increase the net periodic pension cost.
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 Company's global operations. As a result, the Company is subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations and market risk related to changes in interest rates and foreign currency exchange rates. The Company believes that the political and economic risks related to the Company's international operations are mitigated due to the geographic diversity in which the Company's international operations are located.
Effective July 1, 2018, Argentina was designated as a highly inflationary economy as the projected three-year cumulative inflation rate exceeded 100%. As such, beginning July 1, 2018, the functional currency for the Company’s Argentina subsidiary became the U.S. dollar. Revenue from operations in Argentina represented less than 1% of total consolidated net sales for the years ended December 31, 2025, 2024 and 2023.
As of December 31, 2025, the Company had no foreign currency forward exchange assets and $0.1 million foreign currency forward exchange liabilities outstanding. The Company does not hold derivatives for trading purposes.
The Company's primary currency rate exposures are related to foreign denominated debt, intercompany debt, forward exchange contracts, 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 approximately $4.7 million. A hypothetical 10% change in currency rates would have a favorable/unfavorable impact on income before tax of $2.0 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 long-term borrowings of $17.9 million at December 31, 2025. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $0.2 million for the year ended December 31, 2025.
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Preformed Line Products Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Preformed Line Products Company (the Company) as of December 31, 2025 and 2024, the related statements of consolidated income, comprehensive income, cash flows and shareholders' equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 5, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Quantitative Impairment Assessment of Goodwill for the EMEA Reporting Unit |
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| Description of the Matter |
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At December 31, 2025, the Company’s goodwill was $30.7 million and the goodwill attributable to the EMEA reporting unit was $17.0 million. As discussed in Note 1 and Note 12 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently if impairment indicators arise. Goodwill is tested for impairment utilizing a combination of the income approach, which uses a discounted cash flow methodology, and the market approach, which uses comparable company market multiples, to estimate the fair value of each reporting unit.
Auditing management’s quantitative goodwill impairment assessment for the EMEA reporting unit was complex due to the use of valuation methodologies to determine the fair value of a reporting unit. The fair value estimate was sensitive to significant assumptions, such as revenue growth rates, operating margins and discount rate, which are affected by expectations of future market or economic conditions.
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| How We Addressed the Matter in Our Audit |
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We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s quantitative goodwill impairment process. This included controls over management’s review of the significant assumptions underlying the fair value determination described above.
To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the assumptions discussed above, and testing the completeness and accuracy of underlying data used by the Company in its analysis. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved our internal valuation specialists to review the valuation methodologies and certain significant assumptions discussed above. We also assessed the appropriateness of the disclosures in the consolidated financial statements.
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/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2008.
Cleveland, Ohio
March 5, 2026
PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
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| |
December 31, |
| |
2025 |
|
2024 |
| |
(Thousands of dollars, except share and per share data) |
| ASSETS |
|
|
|
| Cash, cash equivalents and restricted cash |
$ |
83,389 |
|
|
$ |
57,244 |
|
| Accounts receivable, net |
113,175 |
|
|
111,402 |
|
| Inventories, net |
148,730 |
|
|
129,913 |
|
| Prepaid expenses |
12,961 |
|
|
11,720 |
|
| Other current assets |
5,206 |
|
|
5,514 |
|
| TOTAL CURRENT ASSETS |
363,461 |
|
|
315,793 |
|
| Property, plant and equipment, net |
222,781 |
|
|
195,086 |
|
| Operating lease, right-of-use assets |
9,708 |
|
|
10,117 |
|
| Goodwill |
30,684 |
|
|
26,685 |
|
| Other intangible assets, net |
10,140 |
|
|
9,656 |
|
| Deferred income taxes |
7,481 |
|
|
6,546 |
|
| Other assets |
9,366 |
|
|
9,994 |
|
| TOTAL ASSETS |
$ |
653,621 |
|
|
$ |
573,877 |
|
| LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
| Trade accounts payable |
$ |
49,520 |
|
|
$ |
41,951 |
|
| Notes payable to banks |
1,213 |
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|
7,782 |
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| Operating lease liabilities, current |
1,722 |
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|
1,588 |
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| Current portion of long-term debt |
5,392 |
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|
2,430 |
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| Accrued compensation and other benefits |
29,207 |
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|
25,904 |
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| Accrued expenses and other liabilities |
22,407 |
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|
25,503 |
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| Dividends payable |
1,277 |
|
|
1,293 |
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| Income taxes payable |
3,972 |
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|
1,962 |
|
| TOTAL CURRENT LIABILITIES |
114,710 |
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|
108,413 |
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| Long-term debt, less current portion |
32,860 |
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|
18,357 |
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| Operating lease liabilities, noncurrent |
5,957 |
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|
6,538 |
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| Deferred income taxes |
5,707 |
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|
3,766 |
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| Other noncurrent liabilities |
18,836 |
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|
14,479 |
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| SHAREHOLDERS' EQUITY |
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|
Common shares $2 par value per share, 15,000,000 shares authorized, 4,907,787 and 4,913,621 issued and outstanding, at December 31, 2025 and December 31, 2024, respectively |
13,860 |
|
|
13,752 |
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Common shares issued to rabbi trust, 222,506 and 222,887 shares at December 31, 2025 and December 31, 2024, respectively |
(9,586) |
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|
(9,575) |
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| Deferred compensation liability |
9,586 |
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|
9,575 |
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| Paid-in capital |
67,217 |
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|
65,093 |
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| Retained earnings |
584,360 |
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|
553,179 |
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Treasury shares, at cost, 2,021,940 and 1,961,772 shares at December 31, 2025 and December 31, 2024, respectively |
(136,554) |
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|
(126,800) |
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| Accumulated other comprehensive loss |
(53,365) |
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|
(82,909) |
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| TOTAL PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS' EQUITY |
475,518 |
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|
422,315 |
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| Noncontrolling interest |
33 |
|
|
9 |
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| TOTAL SHAREHOLDERS' EQUITY |
475,551 |
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|
422,324 |
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| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
$ |
653,621 |
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|
$ |
573,877 |
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See notes to consolidated financial statements.
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED INCOME
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Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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(Thousands, except per share data) |
| Net sales |
$ |
669,338 |
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|
$ |
593,714 |
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$ |
669,679 |
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| Cost of products sold |
460,799 |
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|
403,903 |
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|
434,831 |
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| GROSS PROFIT |
208,539 |
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|
189,811 |
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234,848 |
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| Costs and expenses |
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| Selling |
52,011 |
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|
48,722 |
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51,078 |
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| General and administrative |
75,176 |
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|
67,477 |
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74,643 |
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| Research and engineering |
23,687 |
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|
21,923 |
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|
22,481 |
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| Other operating expense, net |
2,530 |
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|
932 |
|
|
2,492 |
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|
153,404 |
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|
139,054 |
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|
150,694 |
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| OPERATING INCOME |
55,135 |
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|
50,757 |
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|
84,154 |
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| Other income (expense) |
|
|
|
|
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| Interest income |
2,317 |
|
|
2,573 |
|
|
1,811 |
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| Interest expense |
(1,303) |
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|
(2,221) |
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|
(3,905) |
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| Pension termination expense |
(11,657) |
|
|
— |
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|
— |
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| Other income (expense), net |
1,128 |
|
|
(339) |
|
|
284 |
|
| |
(9,515) |
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|
13 |
|
|
(1,810) |
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| INCOME BEFORE INCOME TAXES |
45,620 |
|
|
50,770 |
|
|
82,344 |
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| Income tax expense |
10,313 |
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|
13,659 |
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|
19,007 |
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| NET INCOME |
$ |
35,307 |
|
|
$ |
37,111 |
|
|
$ |
63,337 |
|
| Net income attributable to noncontrolling interests |
(24) |
|
|
(17) |
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|
(5) |
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| NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS |
$ |
35,283 |
|
|
$ |
37,094 |
|
|
$ |
63,332 |
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| AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: |
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|
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| Basic |
4,918 |
|
4,908 |
|
4,920 |
| Diluted |
4,942 |
|
4,947 |
|
4,997 |
| EARNINGS PER SHARE OF COMMON STOCK ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS: |
|
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|
|
|
| Basic |
$ |
7.17 |
|
|
$ |
7.56 |
|
|
$ |
12.87 |
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| Diluted |
$ |
7.14 |
|
|
$ |
7.50 |
|
|
$ |
12.68 |
|
|
|
|
|
|
|
See notes to consolidated financial statements.
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
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|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, |
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
| |
(Thousands of dollars) |
| Net income |
$ |
35,307 |
|
|
$ |
37,111 |
|
|
$ |
63,337 |
|
| Other comprehensive income (loss), net of tax: |
|
|
|
|
|
| Foreign currency translation adjustment |
24,171 |
|
|
(21,708) |
|
|
9,667 |
|
| Pension adjustment, net of tax |
5,373 |
|
|
(895) |
|
|
14 |
|
| Other comprehensive income (loss), net of tax |
29,544 |
|
|
(22,603) |
|
|
9,681 |
|
| Comprehensive income attributable to noncontrolling interests |
(24) |
|
|
(17) |
|
|
(5) |
|
| COMPREHENSIVE INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS |
$ |
64,827 |
|
|
$ |
14,491 |
|
|
$ |
73,013 |
|
See notes to consolidated financial statements.
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, |
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
| |
(Thousands of dollars) |
| OPERATING ACTIVITIES |
|
|
|
|
|
| Net income |
$ |
35,307 |
|
|
$ |
37,111 |
|
|
$ |
63,337 |
|
| Adjustments to reconcile net income to net cash provided by operations: |
|
|
|
|
|
| Depreciation and amortization |
23,030 |
|
|
20,830 |
|
|
18,914 |
|
| Provision for accounts receivable allowances |
(119) |
|
|
(875) |
|
|
3,441 |
|
| Provision for inventory reserves |
3,065 |
|
|
4,498 |
|
|
8,081 |
|
| Deferred income taxes |
(1,176) |
|
|
1,084 |
|
|
(2,232) |
|
| Share-based compensation expense |
4,955 |
|
|
3,412 |
|
|
4,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension termination expense |
11,657 |
|
|
— |
|
|
— |
|
| Loss (gain) on sale of property and equipment |
8 |
|
|
(1,748) |
|
|
(2,478) |
|
| Other, net |
413 |
|
|
828 |
|
|
435 |
|
| Changes in operating assets and liabilities |
|
|
|
|
|
| Accounts receivable |
6,989 |
|
|
(8,710) |
|
|
16,969 |
|
| Inventories |
(11,949) |
|
|
6,784 |
|
|
(4,952) |
|
| Prepaid expenses |
3,998 |
|
|
(3,988) |
|
|
5,961 |
|
| Trade accounts payable and accrued liabilities |
10 |
|
|
8,602 |
|
|
2,302 |
|
| Accrued income and other taxes |
(1,270) |
|
|
590 |
|
|
(937) |
|
| Contributions to company pension plan |
(2,850) |
|
|
— |
|
|
(1,500) |
|
| Other, net |
1,399 |
|
|
(938) |
|
|
(4,647) |
|
| NET CASH PROVIDED BY OPERATING ACTIVITIES |
73,467 |
|
|
67,480 |
|
|
107,642 |
|
| INVESTING ACTIVITIES |
|
|
|
|
|
| Capital expenditures |
(40,132) |
|
|
(14,651) |
|
|
(35,332) |
|
| Proceeds from the sale of property and equipment |
273 |
|
|
3,454 |
|
|
2,631 |
|
| Proceeds from sale of investments |
1,679 |
|
|
1,993 |
|
|
— |
|
| Purchases of investments |
(451) |
|
|
(3,154) |
|
|
— |
|
|
|
|
|
|
|
| Acquisition of businesses, net of cash |
(4,746) |
|
|
— |
|
|
(12,089) |
|
| NET CASH USED IN INVESTING ACTIVITIES |
(43,377) |
|
|
(12,358) |
|
|
(44,790) |
|
| FINANCING ACTIVITIES |
|
|
|
|
|
| (Payments) proceeds of notes payable to banks |
(6,679) |
|
|
860 |
|
|
(11,081) |
|
| Proceeds from long-term debt |
22,207 |
|
|
96,410 |
|
|
169,172 |
|
| Payments of long-term debt |
(6,634) |
|
|
(130,133) |
|
|
(186,179) |
|
| Dividends paid |
(4,118) |
|
|
(4,076) |
|
|
(4,106) |
|
| Proceeds from issuance of common shares |
1,925 |
|
|
214 |
|
|
2,164 |
|
| Stock incentive plan payments |
(4,704) |
|
|
— |
|
|
— |
|
| Purchase of common shares for treasury |
(1,049) |
|
|
(226) |
|
|
(728) |
|
| Purchase of common shares for treasury from related parties |
(8,705) |
|
|
(8,379) |
|
|
(18,164) |
|
| Other |
(1,474) |
|
|
(2,473) |
|
|
— |
|
| NET CASH USED IN FINANCING ACTIVITIES |
(9,231) |
|
|
(47,803) |
|
|
(48,922) |
|
| Effects of exchange rate changes on cash, cash equivalents and restricted cash |
5,286 |
|
|
(3,682) |
|
|
2,438 |
|
| Net increase in cash, cash equivalents and restricted cash |
26,145 |
|
|
3,637 |
|
|
16,368 |
|
| Cash, cash equivalents and restricted cash at beginning of year |
57,244 |
|
|
53,607 |
|
|
37,239 |
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR |
$ |
83,389 |
|
|
$ |
57,244 |
|
|
$ |
53,607 |
|
See notes to consolidated financial statements.
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
| (In thousands, except share and per share data) |
Common Shares |
|
Common Shares Issued to Rabbi Trust |
|
Deferred
Compensation Liability
|
|
Paid in Capital |
|
Retained
Earnings
|
|
Treasury
Shares
|
|
Cumulative Translation Adjustment |
|
Unrecognized Pension Benefit Cost |
|
Total
Preformed Line Products Company Equity
|
|
Noncontrolling Interests |
|
Total Equity |
| Balance at January 31, 2023 |
$ |
13,351 |
|
|
$ |
(10,261) |
|
|
$ |
10,261 |
|
|
$ |
53,646 |
|
|
$ |
460,930 |
|
|
$ |
(99,303) |
|
|
$ |
(65,495) |
|
|
$ |
(4,492) |
|
|
$ |
358,637 |
|
|
$ |
(13) |
|
|
$ |
358,624 |
|
| Net income |
|
|
|
|
|
|
|
|
|
|
|
|
63,332 |
|
|
|
|
|
|
|
|
|
|
|
63,332 |
|
|
5 |
|
|
63,337 |
|
| Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,667 |
|
|
|
|
|
9,667 |
|
|
|
|
|
9,667 |
|
| Pension adjustment, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
14 |
|
|
|
|
|
14 |
|
| Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,013 |
|
|
5 |
|
|
73,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of 102,693 common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,101) |
|
|
|
|
|
|
|
|
(16,101) |
|
|
|
|
|
(16,101) |
|
| Stock incentive plan activity |
256 |
|
|
|
|
|
|
|
|
7,312 |
|
|
(175) |
|
|
(2,845) |
|
|
|
|
|
|
|
|
4,548 |
|
|
|
|
|
4,548 |
|
Common shares distributed from rabbi trust of 2,268, net |
|
|
|
78 |
|
|
(78) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
— |
|
Cash dividends declared - $0.80 per share |
|
|
|
|
|
|
|
|
|
|
|
|
(3,933) |
|
|
|
|
|
|
|
|
|
|
|
(3,933) |
|
|
|
|
|
(3,933) |
|
| Balance at December 31, 2023 |
$ |
13,607 |
|
|
$ |
(10,183) |
|
|
$ |
10,183 |
|
|
$ |
60,958 |
|
|
$ |
520,154 |
|
|
$ |
(118,249) |
|
|
$ |
(55,828) |
|
|
$ |
(4,478) |
|
|
$ |
416,164 |
|
|
$ |
(8) |
|
|
$ |
416,156 |
|
| Net income |
|
|
|
|
|
|
|
|
|
|
|
|
37,094 |
|
|
|
|
|
|
|
|
|
|
|
37,094 |
|
|
17 |
|
|
37,111 |
|
| Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,708) |
|
|
|
|
|
(21,708) |
|
|
|
|
|
(21,708) |
|
| Pension adjustment, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(895) |
|
|
(895) |
|
|
|
|
|
(895) |
|
| Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,491 |
|
|
17 |
|
|
14,508 |
|
Purchase of 24,622 common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,099) |
|
|
|
|
|
|
|
|
(3,099) |
|
|
|
|
|
(3,099) |
|
| Stock incentive plan activity |
145 |
|
|
|
|
|
|
|
|
4,135 |
|
|
|
|
|
(5,452) |
|
|
|
|
|
|
|
|
(1,172) |
|
|
|
|
|
(1,172) |
|
Common shares distributed from rabbi trust of 20,231, net |
|
|
|
608 |
|
|
(608) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
— |
|
Cash dividends declared - $0.80 per share |
|
|
|
|
|
|
|
|
|
|
|
|
(4,069) |
|
|
|
|
|
|
|
|
|
|
|
(4,069) |
|
|
|
|
|
(4,069) |
|
| Balance at December 31, 2024 |
$ |
13,752 |
|
|
$ |
(9,575) |
|
|
$ |
9,575 |
|
|
$ |
65,093 |
|
|
$ |
553,179 |
|
|
$ |
(126,800) |
|
|
$ |
(77,536) |
|
|
$ |
(5,373) |
|
|
$ |
422,315 |
|
|
$ |
9 |
|
|
$ |
422,324 |
|
| Net income |
|
|
|
|
|
|
|
|
|
|
|
35,283 |
|
|
|
|
|
|
|
|
|
|
|
35,283 |
|
|
24 |
|
|
35,307 |
|
| Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,171 |
|
|
|
|
|
24,171 |
|
|
|
|
|
24,171 |
|
| Pension adjustment, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,373 |
|
|
5,373 |
|
|
|
|
|
5,373 |
|
| Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,827 |
|
|
24 |
|
|
64,851 |
|
Purchase of 54,334 common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,873) |
|
|
|
|
|
|
|
|
(8,873) |
|
|
|
|
|
(8,873) |
|
| Stock incentive plan activity |
108 |
|
|
|
|
|
|
|
|
2,124 |
|
|
|
|
|
(881) |
|
|
|
|
|
|
|
|
1,351 |
|
|
|
|
|
1,351 |
|
Common shares distributed from rabbi trust of 381, net |
|
|
|
(11) |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
— |
|
Cash dividends declared - $0.81 per share |
|
|
|
|
|
|
|
|
|
|
|
|
(4,102) |
|
|
|
|
|
|
|
|
|
|
|
(4,102) |
|
|
|
|
|
(4,102) |
|
| Balance at December 31, 2025 |
$ |
13,860 |
|
|
$ |
(9,586) |
|
|
$ |
9,586 |
|
|
$ |
67,217 |
|
|
$ |
584,360 |
|
|
$ |
(136,554) |
|
|
$ |
(53,365) |
|
|
$ |
— |
|
|
$ |
475,518 |
|
|
$ |
33 |
|
|
$ |
475,551 |
|
See notes to consolidated financial statements.
PREFORMED LINE PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tables in thousands of dollars, except share and per share data, unless specifically noted)
Note 1 - 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 Company’s primary products support, protect, connect, terminate and secure cables and wires. The Company provides helical solutions, connectors, fiber optic and copper splice closures, solar framing applications, and electric vehicle charging station foundations. The Company’s customers include public and private energy utilities and communication companies, cable operators, contractors and subcontractors, distributors and value-added resellers. The Company serves its worldwide markets through strategically located domestic and international manufacturing facilities.
Principles of Consolidation and Noncontrolling Interests
The accompanying consolidated financial statements, including the accounts of the Company and its wholly-owned subsidiaries for which it has a controlling interest, were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercises control. Intercompany transactions and balances are eliminated in consolidation. Noncontrolling interests are presented in the Company’s Consolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our Consolidated Financial Statements. Additionally, the Company’s Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash (“Cash”) are stated at fair value and consist of highly liquid investments with original maturities of three months or less or with maturities of more than three months that can be withdrawn early without a significant economic penalty. Restricted cash, which is not material, is included in Cash, cash equivalents and restricted cash on the Company’s Consolidated Balance Sheets.
Accounts Receivable Allowances
The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make required payments. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Board ("ASC") 326 “Financial Instruments – Credit Losses", the Company uses a current expected credit loss model in order to immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments, mainly trade receivables. Additionally, the allowance is based upon identified delinquent accounts, customer payment patterns and other analyses of historical data trends. The Company also maintains an allowance for future sales credits related to sales recorded during the year. The estimated allowance is based on historical sales credits issued in the subsequent year related to the prior year and any significant, preapproved open return good authorizations as of the balance sheet date.
Inventories
The Company uses the last-in, first-out (“LIFO”) method of determining cost for the majority of its material portion of inventories in PLP-USA. All other inventories are determined by the first-in, first-out (“FIFO”) or average cost methods. Inventories are carried at lower of cost or net realizable value. Reserves are maintained for estimated obsolescence or excess inventory based on past usage and future demand.
Fair Value of Financial Instruments
FASB ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of the fair value of financial instruments. The estimated fair value of financial instruments was principally based on market prices where such prices were available, and when unavailable, fair values were estimated based on market prices of similar instruments.
Property, Plant and Equipment and Depreciation
Property, plant, and equipment is recorded at cost less accumulated depreciation or amortization. Property under finance lease agreements is carried at the present value of lease payments over the lease term less accumulated amortization. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. The estimated useful lives for assets purchased new are: land improvements, 10 years; buildings, 39 years; building improvements, 5 years to 39 years; machinery and equipment, 3 years to 10 years; tooling, 5 years; and aircraft, 15 years. Appropriate reductions in estimated useful lives are made for property, plant and equipment purchased in connection with an acquisition of a business or in a used condition when purchased.
Long-Lived Assets
The Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the carrying value of the assets are impaired and the undiscounted future cash flows estimated to be generated by such assets are less than the carrying value. The Company’s cash flows are based on historical results adjusted to reflect the Company’s best estimate of future market and operating conditions. The net carrying value of assets not recoverable is then reduced to fair value. The estimate of fair value represents the Company’s best estimate based on industry trends and reference to market rates and transactions. The Company did not record an impairment to long-lived assets during the years ended December 31, 2025 and 2024.
Goodwill and Other Intangibles
In accordance with ASC 805, “Business Combinations,” the Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed are recognized as goodwill.
Goodwill and other intangible assets are generally recorded as a result of a business acquisition. Goodwill represents the excess of purchase price over the fair value of the tangible and identifiable net assets acquired during a business combination and is not subject to amortization but is subject to annual impairment testing. Goodwill is reviewed for impairment annually on October 1 or more frequently when changes in circumstances indicate the carrying amount may be impaired. Such events or changes may include, but are not limited to, a significant deterioration in overall economic conditions, changes in the business climate of the Company's industry, overall performance indicators, a decline in the Company's market capitalization, business reorganization or restructuring or disposal of all or part of a reporting unit.
Goodwill is tested for impairment at the reporting unit level, and is based on the net assets for each reporting unit, including goodwill and intangible assets. The Company’s reporting units are equivalent to the reportable operating segments, except for the Americas segment which has two reporting units (Canada and Other Americas). Goodwill is assigned to each reporting unit, as this represents the lowest level that constitutes a business and is the level at which management regularly reviews the operating results.
The Company may use both quantitative and qualitative approaches when testing goodwill for impairment. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and gross profit margins, discount rates and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative analysis performed for each reporting unit to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying amount. If that determination is made, no further evaluation is necessary. Otherwise, the Company performs a quantitative impairment test on the reporting unit.
For the quantitative approach, the Company uses a combination of the income approach, which uses a discounted cash flow methodology, and the market approach, which uses comparable market multiples, in computing fair value by reporting unit. The Company then compares the fair value of the reporting unit with its carrying value to assess if goodwill has been impaired. The fair value estimates are subjective and sensitive to significant assumptions, such as future cash flows, revenue growth rates, operating margins, the weighted-average cost of capital ("WACC"), and estimated market multiples, of which are affected by expectations of future market or economic conditions. The future cash flows are based on the Company’s long-term operating plan and a terminal value was used to estimate the reporting unit’s cash flows beyond the period covered by the operating plan. The WACC is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. The Company believes that the methodologies, significant assumptions, and weightings used are reasonable and result in appropriate fair values of the reporting units.
Intangible assets with definite lives, consisting primarily of purchased customer relationships, patents, technology, customer backlogs, trademarks and land use rights, are generally amortized over periods from 1 year to 99 years. The Company has no indefinite lived intangible assets other than goodwill. The Company’s intangible assets with finite lives are generally amortized over the period in which the economic benefits of the intangibles are consumed, using either a projected cash flow basis method or the straight-line method. The straight-line method is used in circumstances in which it better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise expire compared to using a projected cash flow basis method. An evaluation of the remaining useful life of intangible assets with a determinable life is performed on a periodic basis and when events and circumstances warrant an evaluation. The Company assesses intangible assets with a determinable life for impairment when the carrying amount may not be recoverable, consistent with its policy for assessing other long-lived assets.
The Company did not record an impairment to intangible assets with finite lives during the years ended December 31, 2025 and 2024.
Impairment assessments inherently involve management judgments regarding a number of assumptions such as those described above. Due to the multiple variables inherent in arriving at the estimates of the reporting unit's fair value, differences in assumptions could have an effect on the estimated fair value of a reporting unit and could result in goodwill impairment charges in a future period.
Revenue Recognition
Net sales include products and shipping and handling charges, net of estimates for product returns. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies the performance obligations under the contract and control of the product is transferred to the customer, primarily based on shipping terms. Revenue for shipping and handling charges are recognized at the time the products are shipped to, delivered to or picked up by the customer. Payment terms vary by the type and location of the customer and the products offered but are generally short-term in nature. The Company estimates product returns based on historical return rates.
Research and Development
Research and development costs for new products are expensed as incurred and are reported on the Statements of Consolidated Income.
Income Taxes
Income taxes are computed in accordance with the provisions of FASB ASC 740, “Income taxes” and include U.S. (federal and state) and foreign income taxes. In the Consolidated Financial Statements, the benefits of a consolidated return have been reflected where such returns have or could be filed based on the entities and jurisdictions included in the financial statements. The Company has elected to recognize Global Intangible Low-Taxed Income ("GILTI") as a period expense in the period the tax is incurred.
Deferred Tax Assets
Deferred taxes are recognized at currently enacted tax rates for temporary differences between the financial reporting and income tax basis of assets and liabilities and operating loss and tax credit carryforwards. Deferred tax liabilities and assets are determined based on the differences between the book and tax basis of particular assets and liabilities and operating loss carryforwards using tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets are recognized to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. We establish 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.
Uncertain Tax Positions
We identify tax positions taken on the federal, state, local and foreign income tax returns filed or to be filed. A tax position can include: a reduction in taxable income reported in a previously filed tax return or expected to be reported on a future tax return that impacts the measurement of current or deferred income tax assets or liabilities in the period being reported; a decision not to file a tax return; an allocation or a shift of income between jurisdictions; the characterization of income or a decision to exclude reporting taxable income in a tax return; or a decision to classify a transaction, entity or other position in a tax return as tax exempt. We determine whether a tax position is an uncertain or a routine business transaction tax position that is more-likely-than-not to be sustained at the full amount upon examination.
Under ASC 740, “Tax Benefits from Uncertain Tax Positions” that reduce our current or future income tax liability are reported in our financial statements only to the extent that each benefit is recognized and measured under a two-step approach. The first step requires us to assess whether each tax position based on its technical merits and facts and circumstances as of the reporting date, is more-likely-than-not to be sustained upon examination. The second step measures the amount of tax benefit that we would recognize in the financial statements based on a cumulative probability approach. A tax position that meets the more-likely-than-not threshold that is not highly certain is measured based on the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the tax authority, assuming that the tax authority has examined the position and has full knowledge of all relevant information.
Advertising
Advertising costs are expensed as incurred and totaled $2.8 million in 2025, $2.5 million in 2024 and $2.4 million in 2023.
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. The translation adjustments are recorded in Accumulated other comprehensive income (loss). 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 expensed as incurred. Aggregate transaction losses, including hedge activity, was $0.4 million for the year ended December 31, 2025, $0.5 million for the year ended December 31, 2024 and $3.2 million for the year ended December 31, 2023. Upon sale or substantially complete liquidation of an investment in a foreign entity, the cumulative translation adjustment for that entity is reclassified from Accumulated other comprehensive loss to earnings.
Effective July 1, 2018, Argentina was designated as a highly inflationary economy as the projected three-year cumulative inflation rate exceeded 100%. As such, beginning July 1, 2018, the functional currency for the Company’s Argentina subsidiary became the U.S. dollar. Revenue from operations in Argentina was less than 1% of total consolidated net sales for the years ended December 31, 2025, 2024 and 2023.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. The Company's consolidated financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from these estimates.
Certain prior year amounts have been reclassified to conform to current year presentation.
Business Combinations
Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.
The Company uses a discounted cash flow model to measure the fair value of intangible assets. The significant assumptions used to estimate the fair value of the intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, attrition rates, and royalty rates). These assumptions relate to the future performance of the acquired businesses, are forward-looking and could be affected by future economic and market conditions.
Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Acquired inventories are marked to fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.
Derivative Financial Instruments
The Company operates internationally and enters into intercompany transactions denominated in foreign currencies. Consequently, the Company is subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. The Company currently uses foreign currency forward contracts to reduce the risk related to some of these transactions. These contracts usually have maturities of 90 days or less and generally require an exchange of foreign currencies for U.S. dollars at maturity at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other operating expense, net” on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position. The Company records the contracts at fair value in the Consolidated Balance Sheets. The Company does not hold derivatives for trading purposes.
Recently Adopted or Issued Accounting Pronouncements
Adopted
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item.
The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all current required annual segment reporting disclosures under Topic 280 are now effective for interim periods. The ASU was effective for the Company's 2024 fiscal year and interim periods beginning with the quarter ended March 31, 2025. The adoption of this new standard did not have a material impact on the consolidated financial statements, other than the updated segment disclosures included within Note 15, "Segment Information".
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity's operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU was effective for the Company's 2025 fiscal year end. The adoption of this new standard did not have a material impact on the consolidated financial statements, other than the tax disclosures included with Note 9, "Income Taxes".
Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU improves disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses commonly presented in expense captions. Coupled with recent standards that enhanced the disaggregation of revenue and income tax information, the disaggregated expense information required by the amendments in this ASU will enable investors to better understand the major components of an entity’s income statement. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, "Intangibles - Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targets Improvements to the Accounting for Internal-Use Software." This ASU removes all references to software development "project stages." Instead, capitalization begins when the following conditions are met: management has authorized funding the software project, it is probable that the project will be completed and the software will be used for its intended function. This ASU is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.
New Regulations
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The implementation of OBBBA resulted in an expected cash tax savings of approximately $3.0 million for the Company's 2025 fiscal year end.
Note 2 - Inventories, Net
Inventories, net
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, |
| |
2025 |
|
2024 |
| Raw materials |
$ |
95,988 |
|
|
$ |
75,138 |
|
| Work-in-process |
16,586 |
|
|
12,225 |
|
| Finished products |
55,442 |
|
|
52,792 |
|
| Inventories, net of excess and obsolete inventory reserve |
168,016 |
|
|
140,155 |
|
| Excess of current cost over LIFO cost |
(19,286) |
|
|
(10,242) |
|
| Inventories at LIFO cost |
$ |
148,730 |
|
|
$ |
129,913 |
|
Costs for inventories of certain material, mainly in the U.S., are determined using the LIFO method and totaled approximately $45.8 million and $46.5 million at December 31, 2025 and 2024, respectively. The net change in LIFO inventories for December 31, 2025 and 2024 resulted in an expense of $9.0 million and benefit of $0.3 million to Cost of products sold, respectively. The Company’s reserves for slow-moving and obsolete inventory at December 31, 2025 and 2024 was $17.7 million.
Note 3 - Property and Equipment, Net
Major classes of property, plant and equipment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, |
| |
2025 |
|
2024 |
| Land and improvements |
$ |
27,293 |
|
|
$ |
20,204 |
|
| Buildings and improvements |
131,619 |
|
|
125,076 |
|
| Machinery, equipment and aircraft |
274,919 |
|
|
252,759 |
|
| Construction in progress |
27,206 |
|
|
10,884 |
|
| Property, plant and equipment, gross |
461,037 |
|
|
408,923 |
|
| Less accumulated depreciation |
(238,256) |
|
|
(213,837) |
|
| Property, plant and equipment, net |
$ |
222,781 |
|
|
$ |
195,086 |
|
Depreciation of property and equipment was $22.0 million in 2025, $20.4 million in 2024 and $17.0 million in 2023.
Note 4 - Contingent and Other Liabilities
The Company can be party to a variety of pending legal proceedings and claims arising in the normal course of business, including, but not limited to, litigation relating to employment, workers’ compensation, product liability, environmental and intellectual property. The Company has liability insurance to cover many of these claims. Although the outcomes of these matters are not predictable with certainty, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In the event the Company determines that a loss is not probable, but is reasonably possible, and the likelihood to develop what the Company believes to be a reasonable range of potential loss exists, the Company will include disclosure related to such matters. To the extent that there is a reasonable possibility the losses could exceed amounts already accrued, the Company will adjust the accrual in the period in which the determination is made, disclose an estimate of the additional loss or range of loss and if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.
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 flow. For the years ended December 31, 2025 and 2024, there were no reserves for known global legal matters.
For the years ended December 31, 2025 and 2024, the Company has included $4.7 million and $6.7 million, respectively, of advanced payments by customers for future projects in Accrued expenses and other liabilities on the Consolidated Balance Sheet.
Note 5 - Pension Plans
The Company maintained a noncontributory defined benefit pension plan covering eligible U.S. employees (the "U.S. Plan"). On December 12, 2012, the Company approved a freeze on further benefit accruals under the U.S. Plan and notified the participants of the freeze on December 19, 2012. Beginning February 1, 2013, participants ceased earning additional benefits under the U.S. Plan and no new participants entered the U.S. Plan. In August 2023, the Board of Directors of the Company approved a resolution to terminate the U.S. Plan. The Company used a December 31 measurement date for the U.S. Plan.
The Company completed its U.S. Plan termination in the third quarter of 2025 through the purchase of a group annuity contract. Prior to the termination, the U.S. Plan was amended to provide certain participants who are not currently receiving benefits the opportunity during an election period of April 1, 2025 to May 31, 2025 to elect to receive their benefit in the form of a lump sum. Lump-sum payments of approximately $13.1 million were made during July and August of 2025 in connection with such elections. In August 2025, the Company contributed approximately $2.9 million to the U.S. Plan and purchased an annuity contract through a financial institution for approximately $18.0 million to fully liquidate the U.S. Plan.
Due to the termination of the U.S. Plan in August 2025, the Company remeasured the U.S. Plan at August 31, 2025. In the third quarter, the Company recorded a total non-cash pre-tax charge associated with the U.S. Plan termination of $11.7 million, of which $8.8 million represents the acceleration of deferred charges previously accrued in accumulated other comprehensive loss and $2.9 million represents the actuarial loss.
This non-cash pre-tax charge is recognized within the pension termination expense line item on the Statement of Consolidated Income.
The Company made no contribution to the U.S. Plan for the year ended December 31, 2024.
Excluding the U.S. Plan termination charges, the following is the net periodic pension expense for the U.S. Plan for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
| Interest cost |
$ |
1,058 |
|
|
$ |
1,540 |
|
|
$ |
1,568 |
|
| Expected return on plan assets |
(942) |
|
|
(1,940) |
|
|
(2,017) |
|
| Recognized net actuarial loss |
432 |
|
|
445 |
|
|
463 |
|
| Net periodic pension expense |
$ |
548 |
|
|
$ |
45 |
|
|
$ |
14 |
|
Components of net periodic pension expense, other than service cost, are included in other income (expense), net in the Consolidated Statement of Income.
The following tables set forth the changes in benefit obligations, the change in plan assets, the funded status, and amounts recognized in the consolidated financial statements for the U.S. Plan at December 31, which is inclusive of the U.S. Plan termination:
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
| Projected benefit obligation at beginning of the year |
$ |
28,175 |
|
|
$ |
29,773 |
|
| Interest cost |
1,058 |
|
|
1,540 |
|
| Actuarial loss (gain) |
2,856 |
|
|
(1,557) |
|
| Benefits paid |
(954) |
|
|
(1,581) |
|
| Benefits settled in lump sum window |
(13,150) |
|
|
— |
|
| Benefits settled in annuity purchase |
(17,985) |
|
|
— |
|
| Projected benefit obligation at end of year |
$ |
— |
|
|
$ |
28,175 |
|
| |
|
|
|
| Fair value of plan assets at beginning of the year |
$ |
29,094 |
|
|
$ |
31,896 |
|
| Actual return on plan assets |
494 |
|
|
(1,221) |
|
| Employer contributions |
2,850 |
|
|
— |
|
| Benefits paid |
(954) |
|
|
(1,581) |
|
| Benefits settled in lump sum window |
(13,150) |
|
|
— |
|
| Benefits settled in annuity purchase |
(17,985) |
|
|
— |
|
| Fair value of plan assets at end of the year |
$ |
349 |
|
|
$ |
29,094 |
|
| |
|
|
|
| Pension asset |
$ |
(349) |
|
|
$ |
(919) |
|
In 2025, in accordance with ASC 715-20, the Company recognized the over-funded status of the U.S. Plan as a non-current asset. The remaining pension asset will be settled once final census adjustments are completed in 2026. The amount recognized in Accumulated other comprehensive loss related to the U.S. Plan at December 31 is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
| Balance at January 1 |
$ |
(5,373) |
|
|
$ |
(4,478) |
|
| |
|
|
|
| Reclassification adjustments: |
|
|
|
| Pre-tax termination loss |
11,657 |
|
|
— |
|
| Pre-tax amortized net actuarial loss |
432 |
|
|
445 |
|
| Tax benefit |
(4,106) |
|
|
(104) |
|
| |
7,983 |
|
|
341 |
|
| |
|
|
|
| Adjustment to recognize loss on pension asset: |
|
|
|
| Pre-tax loss |
(3,303) |
|
|
(1,605) |
|
| Tax benefit |
693 |
|
|
369 |
|
|
(2,610) |
|
|
(1,236) |
|
|
|
|
|
| Balance at December 31, |
$ |
— |
|
|
$ |
(5,373) |
|
The 2025 reduction on the projected benefit obligation of $28.2 million was primarily due to the U.S. Plan termination and related lump sum window and annuity purchase that occurred in the third quarter of 2025.
The U.S. Plan had assets in excess of accumulated benefit obligations as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
| Accumulated benefit obligation |
$ |
— |
|
|
$ |
28,175 |
|
| Fair market value of assets |
$ |
349 |
|
|
$ |
29,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted-average assumptions used to determine benefit obligations at: |
August 31, 2025 |
|
December 31, 2024 |
| Discount rate |
n/a |
|
5.77% |
| Rate of compensation increase |
n/a |
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted-average assumptions used to determine net periodic benefit cost at: |
August 31, 2025 |
|
December 31, 2024 |
|
December 31, 2023 |
| Discount rate |
5.77% |
|
5.34% |
|
5.55% |
| Rate of compensation increase |
n/a |
|
n/a |
|
n/a |
| Expected long-term return on plan assets |
4.75% |
|
6.25% |
|
7.00% |
The net periodic pension cost for the eight-month period in 2025 prior to the U.S. Plan termination was based on a long-term asset rate-of-return of 4.75%. This rate is based upon management’s estimate of future long-term rates of return on assets as invested at December 31, 2024 and is consistent with historical returns on such assets.
At December 31, 2025, all plan assets were invested solely in cash. At December 31, 2024, the U.S. Plan assets were invested in pooled investment funds which are measured at fair value using the net asset value ("NAV"). The NAV is based on the value of the assets owned by the plan, less liabilities. These pooled assets are not quoted on an active exchange. The fair value of the U.S. Plan assets at December 31, 2025 and 2024 was $0.3 million and $29.1 million, respectively.
The U.S. Plan weighted-average asset allocations at December 31, 2025 and 2024, by asset category, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Plan assets at December 31, |
| Asset category |
|
2025 |
|
2024 |
|
|
|
|
|
| Debt securities |
|
— |
% |
|
100 |
% |
| Cash and equivalents |
|
100 |
|
|
— |
|
| |
|
100 |
% |
|
100 |
% |
Other Benefit Plans
The Company also provides retirement benefits through various defined contribution plans including PLP-USA’s Profit Sharing Plan. Expense for these defined contribution plans was $9.6 million in 2025, $8.2 million in 2024, and $6.6 million in 2023.
The Company also provides retirement benefits through the Supplemental Profit Sharing Plan. To the extent an employee’s award under PLP-USA’s Profit Sharing Plan exceeds the maximum allowable contribution permitted under existing tax laws, the excess is accrued for (but not funded) under a non-qualified Supplemental Profit Sharing Plan. The Supplemental Profit Sharing Plan allows participants the ability to hypothetically invest their proportionate award into various investment options, which primarily includes mutual funds. The expense for the Supplemental Profit Sharing Plan for the year ended December 31, 2025, 2024 and 2023 was $1.8 million, $0.8 million, and $0.9 million, respectively. The Supplemental Profit Sharing Plan unfunded status for the years ended December 31, 2025 and 2024 was $10.8 million and $9.0 million, respectively, and is included in Other noncurrent liabilities.
The Company also has established nonqualified foreign defined benefit plans, which provide post-employment benefits based on years of service. For the periods ending December 31, 2025 and 2024, the Company's benefit obligations related to these unfunded programs were $3.2 million and $3.1 million, respectively. During 2025, 2024 and 2023, the Company recorded benefit costs relating to these programs of $0.6 million, $0.3 million, and $0.6 million, respectively.
Note 6 - Accumulated Other Comprehensive Income (“AOCI”)
The following tables set forth the total changes in AOCI by component, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025 |
|
Year Ended December 31, 2024 |
|
Unrecognized Benefit Cost |
|
Cumulative Translation Adjustment |
|
Total |
|
Unrecognized Benefit Cost |
|
Cumulative Translation Adjustment |
|
Total |
| Balance at January 1 |
$ |
(5,373) |
|
|
$ |
(77,536) |
|
|
$ |
(82,909) |
|
|
$ |
(4,478) |
|
|
$ |
(55,828) |
|
|
$ |
(60,306) |
|
| Other comprehensive income (loss) before reclassifications: |
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
— |
|
|
24,171 |
|
|
24,171 |
|
|
— |
|
|
(21,708) |
|
|
(21,708) |
|
| Loss on pension asset |
(2,610) |
|
|
— |
|
|
(2,610) |
|
|
(1,236) |
|
|
— |
|
|
(1,236) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts reclassified from AOCI: |
|
|
|
|
|
|
|
|
|
|
|
| Amortization of defined benefit pension activity (a) |
7,983 |
|
|
— |
|
|
7,983 |
|
|
341 |
|
|
— |
|
|
341 |
|
Recognition of deferred losses from pension termination (a) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Net current period other comprehensive income (loss) |
5,373 |
|
|
24,171 |
|
|
29,544 |
|
|
(895) |
|
|
(21,708) |
|
|
(22,603) |
|
| Balance at December 31 |
$ |
— |
|
|
$ |
(53,365) |
|
|
$ |
(53,365) |
|
|
$ |
(5,373) |
|
|
$ |
(77,536) |
|
|
$ |
(82,909) |
|
(a) This AOCI component is included in the computation of net periodic pension expense as noted in Note 5 – Pension Plans.
Note 7 - Debt and Credit Arrangements
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, |
| |
2025 |
|
2024 |
| Short-term debt |
|
|
|
| Notes payable to banks |
|
|
|
Thailand Bhat denominated at 3.20% |
$ |
318 |
|
|
$ |
2,599 |
|
Thailand Bhat denominated at 3.50% |
318 |
|
|
— |
|
Poland Zloty denominated at 5.04% |
450 |
|
|
— |
|
China Yuan Renminbi denominated at 3.05% |
— |
|
|
685 |
|
China Yuan Renminbi denominated at 3.05% |
— |
|
|
412 |
|
Brazil Real denominated at 7.00% |
127 |
|
|
— |
|
Indonesia U.S. Dollar denominated at 5.86% |
— |
|
|
4,086 |
|
| Current portion of long-term debt |
|
|
|
U.S. Dollar denominated at 2.74% |
2,050 |
|
|
2,050 |
|
Poland Zloty denominated at 5.04% |
1,462 |
|
|
— |
|
Spain Euro denominated at 2.60% |
466 |
|
|
— |
|
Spain Euro denominated at 2.65% |
684 |
|
|
— |
|
Spain Euro denominated at 2.50% |
570 |
|
|
— |
|
Brazil Real denominated at 8.30% |
— |
|
|
200 |
|
Czech Republic Koruna denominated at 3.00% |
— |
|
|
42 |
|
Czech Republic Koruna denominated at 4.00% |
101 |
|
|
86 |
|
Czech Republic Koruna denominated at 2.00% |
59 |
|
|
52 |
|
| Total short-term debt |
$ |
6,605 |
|
|
$ |
10,212 |
|
| |
|
|
|
| Long-term debt, including current portion |
|
|
|
U.S. Dollar denominated at 2.74%, due 2031 |
$ |
10,592 |
|
|
$ |
12,642 |
|
Poland Zloty denominated at 5.26% due 2028 |
5,013 |
|
|
4,390 |
|
Poland Zloty denominated at 5.04% due 2035 |
10,691 |
|
|
— |
|
Austria Euro denominated at 3.10% due 2028 |
1,118 |
|
|
990 |
|
New Zealand Dollar denominated at 4.27% due 2028 |
1,828 |
|
|
1,779 |
|
Brazil Real denominated at 8.30% due 2025 |
— |
|
|
200 |
|
Spain Euro denominated at 2.60% due 2030 |
2,812 |
|
|
— |
|
Spain Euro denominated at 2.65% due 2031 |
2,815 |
|
|
— |
|
Spain Euro denominated at 2.50% due 2030 |
2,524 |
|
|
— |
|
Czech Republic Koruna denominated at 7.00% due 2030 |
245 |
|
|
80 |
|
Czech Republic Koruna denominated at 4.00% due 2031 |
555 |
|
|
560 |
|
Czech Republic Koruna denominated at 3.00% due 2025 |
— |
|
|
42 |
|
Czech Republic Koruna denominated at 2.00% due 2026 |
59 |
|
|
104 |
|
| Total long-term debt |
38,252 |
|
|
20,787 |
|
| Less current portion |
(5,392) |
|
|
(2,430) |
|
| Total long-term debt, less current portion |
32,860 |
|
|
18,357 |
|
| Total debt |
$ |
39,465 |
|
|
$ |
28,569 |
|
PNC Bank Credit Facility
As of December 31, 2025, the Company maintained a credit facility (the "Facility") with PNC Bank, National Association ("PNC") with a capacity of $60.0 million. On March 14, 2025, the Company amended the Facility to extend the maturity date from March 2, 2026 to June 30, 2028. In addition, the amendment increased the amount of unsecured borrowings that the Company is permitted to incur outside of the Facility from $40.0 million to $60.0 million and included PLP Spain as an additional borrower.
On July 30, 2025, the Company amended the Facility to reduce the borrowing capacity from $90.0 million to $60.0 million, as well as increase the permitted indebtedness limit secured by mortgages, security interests or other liens from $35.0 million to $55.0 million. There were no other material changes to the Facility.
The interest rate for U.S. borrowing is defined as the Secured Overnight Financing Rate (“SOFR”) plus 1.225% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 3.00 to 1, at which point the SOFR spread becomes 1.600%. At December 31, 2025, the Company had utilized $8.0 million with $52.0 million available on the Facility. There were no long-term outstanding letters of credit on the Facility as of December 31, 2025. Our bank debt to equity percentage was 8.3%. The Facility contains, among other provisions, requirements for maintaining levels of net worth and profitability. At December 31, 2025, the Company was in compliance with these covenants.
Corporate Aircraft Term Loan
On January 19, 2021, the Company received funding for a term loan from PNC Equipment Finance, LLC in the principal amount of $20.5 million for the full amount of the purchase price for a new corporate aircraft. The term of the loan is 120 months at a fixed interest rate of 2.744%. The loan is payable in 119 equal monthly installments, which commenced on March 1, 2021 with a final payment of any outstanding principal and accrued interest due and payable on the final monthly payment date. Of the $10.6 million outstanding on this debt facility at December 31, 2025, $2.1 million was classified as current. The aircraft has been pledged as collateral against the loan.
International Borrowing Facilities
The Company has other borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs. At December 31, 2025, and December 31, 2024, $20.9 million and $8.8 million were outstanding, of which $4.6 million and $8.2 million were classified as current, respectively. Of the $20.9 million outstanding at December 31, 2025, $11.1 million is attributable to the Poland subsidiary and $8.2 million is attributable to the Spain subsidiary. These facilities support commitments made in the ordinary course of business.
On July 16, 2025, PLP Poland (Belos) S.A. ("PLP Poland"), a subsidiary of the Company, entered into a non-revolving investment loan with Bank Polska Kasa Opieki Spolka Akcyjna ("Bank Pekao S.A") to finance the construction of a new manufacturing plant for an amount up to PLN100.3 million ($27.9 million). The maturity date of the loan is January 31, 2035 and is payable in annual installments in the amounts of PLN5.3 million ($1.5 million) in 2026, PLN9.0 million ($2.5 million) in 2027, PLN9.6 million ($2.7 million) in 2028 through 2034, and PLN18.8 million ($5.0 million) in 2035.
The loan bears interest at the one month Warsaw Interbank Offered Rate ("WIBOR") plus 1.0% unless the Company does not meet the covenants as set forth in the Facility with PNC, at which point the WIBOR spread becomes 1.5%. The current manufacturing plant owned by PLP Poland, the plant under construction and all fixed assets within the plants are pledged as collateral against the loan. The loan also is guaranteed by the Company.
Restricted Cash
The Company’s Asia-Pacific segment had $0.1 million in restricted cash used to secure bank guarantees as of December 31, 2025, and 2024, respectively. The restricted cash is shown on the Company’s Consolidated Balance Sheets in Cash, cash equivalents and restricted cash.
Aggregate Maturities of Long-term Debt & Interest Paid
Aggregate maturities of long-term debt during the next five years are as follows: $5.4 million for 2026, $6.4 million for 2027, $13.5 for 2028, $6.7 million for 2029, $6.3 million for 2030 and thereafter.
Interest paid was $1.4 million in 2025, $2.2 million in 2024, and $3.8 million in 2023.
Guarantees and Letters of Credit
The Company has provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from the current year through the completion of such transactions. The guarantees would typically be triggered in the event of non-performance. As of December 31, 2025, the Company had total outstanding guarantees of $14.1 million. Additionally, certain domestic and foreign customers require the Company to issue letters of credit or performance bonds as a condition of placing an order. As of December 31, 2025, the Company had total outstanding letters of credit of $3.1 million.
Note 8 - Leases
The Company regularly enters into leases in the normal course of business. As of December 31, 2025, the leases in effect were related to land, buildings, vehicles, office equipment and other production equipment under operating leases with lease terms of up to 83 years. Some of the Company's leases include one or more renewal options, the exercise of which is generally at the Company's discretion.
In addition, certain lease arrangements may be terminated prior to their original expiration date at the Company’s discretion. The Company evaluates renewal and termination options at the lease commencement date to determine if the Company is reasonably certain to exercise the option on the basis of economic factors. The weighted average remaining lease term for the Company’s operating and financing leases as of December 31, 2025 was 18.8 years and 3.0 years, respectively.
Lease expense is recognized for these leases on a straight-line basis over the lease term with variable lease payments recognized in the period those payments are incurred. The components of operating and finance lease costs are recognized in Costs and expenses and Interest expense, respectively, on the Company’s Consolidated Statements of Income. The Company’s operating and finance lease costs for the years ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, |
| |
2025 |
|
2024 |
|
2023 |
| Components of lease expense: |
|
|
|
|
|
| Operating lease cost |
$ |
2,438 |
|
|
$ |
2,353 |
|
|
$ |
2,767 |
|
| |
|
|
|
|
|
| Finance lease cost: |
|
|
|
|
|
| Amortization of right-of-use assets |
196 |
|
|
160 |
|
|
119 |
|
| Interest on lease liabilities |
55 |
|
|
49 |
|
|
17 |
|
| Total lease cost |
$ |
2,689 |
|
|
$ |
2,562 |
|
|
$ |
2,903 |
|
The discount rate implicit within each lease is often not determinable and, therefore, the Company establishes the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which lease payments are made. The weighted average discount rate used to measure the Company’s operating and finance lease liabilities as of December 31, 2025 was 5.58% and 6.44%, respectively. The weighted average discount rate used to measure the Company’s operating and finance lease liabilities as of December 31, 2024 was 5.53% and 6.96%, respectively.
Future maturities of the Company’s lease liabilities as of December 31, 2025 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, 2025 |
| |
Operating Leases |
|
Finance Leases |
| 2026 |
$ |
2,159 |
|
|
$ |
248 |
|
| 2027 |
1,506 |
|
|
191 |
|
| 2028 |
1,236 |
|
|
234 |
|
| 2029 |
583 |
|
|
69 |
|
| 2030 and thereafter |
6,700 |
|
|
6 |
|
| Total lease payments |
12,184 |
|
|
748 |
|
| Less amount of lease payment representing interest |
4,505 |
|
|
127 |
|
| Total present value of lease payments |
$ |
7,679 |
|
|
$ |
621 |
|
Amounts recognized as finance lease obligations are reported in Accrued expense and other liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets.
The Company had de minimis sublease income for the years ended December 31, 2025 and 2024.
Supplemental cash flow information related to leases for the years ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, |
| |
2025 |
|
2024 |
|
2023 |
| Supplemental cash flow information |
|
|
|
|
|
| Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| Operating cash flows for operating leases |
$ |
2,442 |
|
|
$ |
2,341 |
|
|
$ |
2,775 |
|
| Operating cash flows for finance leases |
55 |
|
|
49 |
|
|
17 |
|
| Financing cash flows for finance leases |
258 |
|
|
189 |
|
|
171 |
|
Note 9 - Income Taxes
Income before income taxes was derived from the following sources:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| United States |
$ |
22,395 |
|
|
$ |
19,476 |
|
|
$ |
57,736 |
|
| Foreign |
23,225 |
|
|
31,294 |
|
|
24,608 |
|
| Total income before income taxes |
$ |
45,620 |
|
|
$ |
50,770 |
|
|
$ |
82,344 |
|
The components of income taxes for the years ended December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Current |
|
|
|
|
|
| Federal |
$ |
4,633 |
|
|
$ |
2,646 |
|
|
$ |
12,263 |
|
| Foreign |
6,140 |
|
|
9,613 |
|
|
6,654 |
|
| State and local |
716 |
|
|
316 |
|
|
2,322 |
|
| |
11,489 |
|
|
12,575 |
|
|
21,239 |
|
| Deferred |
|
|
|
|
|
| Federal |
(506) |
|
|
2,139 |
|
|
(1,866) |
|
| Foreign |
(431) |
|
|
(1,507) |
|
|
11 |
|
| State and local |
(239) |
|
|
452 |
|
|
(377) |
|
| |
(1,176) |
|
|
1,084 |
|
|
(2,232) |
|
| Income taxes |
$ |
10,313 |
|
|
$ |
13,659 |
|
|
$ |
19,007 |
|
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
Percent |
| US Federal Statutory Tax Rate |
|
$9,594 |
|
21.0% |
State and Local Tax, net of Federal Benefit (a) |
|
326 |
|
0.6 |
| Foreign Tax Effects |
|
1,583 |
|
3.5 |
| Effect of Changes in Tax Laws or Rates Enacted in the Current Period |
|
— |
|
— |
| Tax Credits: |
|
|
|
|
| Foreign Tax Credits |
|
(682) |
|
(1.5) |
| Other |
|
(56) |
|
(0.1) |
| Effect of Cross Border Tax Laws: |
|
|
|
|
| Global intangible low taxed income |
|
437 |
|
1.0 |
| Other |
|
(99) |
|
(0.2) |
| Valuation Allowances |
|
149 |
|
0.3 |
| Non-Taxable or Nondeductible items: |
|
|
|
|
| Non-deductible Officers' Compensation |
|
1,715 |
|
3.8 |
| Excess Tax Benefit from RSUs |
|
(1,186) |
|
(2.6) |
| Other |
|
9 |
|
— |
| Changes in Unrecognized Tax Benefits |
|
34 |
|
0.1 |
| Other Adjustments: |
|
|
|
|
| Pension Termination |
|
(1,414) |
|
(3.1) |
| Other |
|
(97) |
|
(0.2) |
| Effective Tax Rate |
|
$10,313 |
|
22.6% |
(a) State taxes in Arkansas and Texas make up the majority (greater than 50 percent) of the tax effect in this category.
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes prior to the adoption of ASU 2023-09 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
2024 |
|
2023 |
| Federal tax at statutory rate |
21.0% |
|
21.0% |
| Non-deductible officers' compensation |
4.0 |
|
1.5 |
| Non-U.S. tax rate variances |
3.2 |
|
2.0 |
| Global intangible low-taxed income |
2.3 |
|
3.6 |
| Other, net |
1.8 |
|
(0.4) |
| Valuation allowance |
0.5 |
|
0.7 |
| State and local taxes, net of federal benefit |
0.5 |
|
2.2 |
| Uncertain tax positions |
0.1 |
|
— |
| Other U.S. federal permanent items |
(0.1) |
|
(0.2) |
| U.S. tax credits |
(0.8) |
|
(1.3) |
| Other stock compensation |
(2.4) |
|
(1.5) |
| Foreign tax credits |
(3.2) |
|
(4.5) |
| Effective income tax rate |
26.9% |
|
23.1% |
Income tax expense for the periods ended December 31, 2025, 2024, and 2023 was $10.3 million, $13.7 million, and $19.0 million, respectively. The decrease in the effective tax rate from 2024 to 2025 was primarily due to the impact of the U.S. Plan termination and a reduction in the unfavorable impact from the mix of income earned in jurisdictions with a higher tax rate than the U.S. This was partially offset by an unfavorable impact from the decrease in certain tax credits.
Income Taxes Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
| Federal |
$ |
1,909 |
|
|
$ |
4,500 |
|
|
$ |
11,412 |
|
| State and Local |
(353) |
|
|
1,085 |
|
|
1,887 |
|
| Foreign |
9,869 |
|
|
7,518 |
|
|
8,572 |
|
| Total Income Taxes Paid |
$ |
11,425 |
|
|
$ |
13,103 |
|
|
$ |
21,871 |
|
Income taxes paid (net of refunds) exceeded five percent of total income taxes paid (net of refunds) in the following jurisdictions:
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign |
|
|
|
|
|
| Australia |
$ |
1,492 |
|
|
|
|
|
| Brazil |
1,670 |
|
|
|
|
|
| Mexico |
705 |
|
|
|
|
|
| United Kingdom |
994 |
|
|
|
|
|
| China |
609 |
|
|
|
|
|
| Canada |
1,300 |
|
|
|
|
|
| Indonesia |
819 |
|
|
|
|
|
| Spain |
671 |
|
|
|
|
|
| New Zealand |
575 |
|
|
|
|
|
| South Africa |
1,091 |
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Tax Assets and Liabilities
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
| Deferred tax assets: |
|
|
|
| Benefit plan reserves |
$ |
6,962 |
|
|
$ |
5,947 |
|
| Inventory valuation reserves |
4,885 |
|
|
3,077 |
|
| Research and development capitalization |
3,169 |
|
|
6,483 |
|
| Net operating loss carryforwards |
2,209 |
|
|
1,967 |
|
| Other accrued expenses |
1,982 |
|
|
2,128 |
|
| Foreign tax credit |
1,337 |
|
|
1,337 |
|
| Accrued compensation and benefits |
1,279 |
|
|
1,147 |
|
| Allowance for credit losses |
711 |
|
|
1,298 |
|
| Other |
424 |
|
|
56 |
|
|
|
|
|
| Gross deferred tax assets |
22,958 |
|
|
23,440 |
|
| Valuation allowance |
(2,009) |
|
|
(2,725) |
|
| Net deferred tax assets |
20,949 |
|
|
20,715 |
|
| |
|
|
|
| Deferred tax liabilities: |
|
|
|
| Depreciation and other basis differences |
(15,896) |
|
|
(15,179) |
|
| Intangibles |
(2,166) |
|
|
(2,003) |
|
| Other |
(1,113) |
|
|
(753) |
|
| Deferred tax liabilities |
(19,175) |
|
|
(17,935) |
|
| Net deferred tax assets |
$ |
1,774 |
|
|
$ |
2,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
| Change in net deferred tax assets: |
|
|
|
| Ordinary movement |
$ |
1,176 |
|
|
$ |
(1,084) |
|
| Pension Termination |
(2,018) |
|
|
— |
|
| Items of other comprehensive loss |
— |
|
|
267 |
|
| Deferred tax balances from business acquisitions |
(359) |
|
|
— |
|
| Currency translation |
192 |
|
|
24 |
|
| Other |
3 |
|
|
— |
|
| Total change in net deferred tax assets |
$ |
(1,006) |
|
|
$ |
(793) |
|
As of December 31, 2025, various international subsidiaries had gross net operating losses totaling $9.1 million, resulting in deferred tax assets of $2.2 million. Of the international net operating losses, $1.3 million carryforward indefinitely, while the remainder, if not utilized, will expire between 2026 and 2030. It is more likely than not that certain net operating loss carryforwards will not be realized; therefore, we have recorded a valuation allowance of $0.7 million against them. The net operating loss carryforwards are subject to various annual limitations under the tax laws of the different jurisdictions.
The Company considers earnings in our non-U.S. subsidiaries to be permanently reinvested and therefore did not record any associated deferred income taxes on such earnings. Accordingly, the Company intends to continue to invest approximately $172.2 million of such earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S.
Unrecognized Income Tax Benefits
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits related to uncertain tax positions, excluding interest and penalties, for the year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Balance at January 1 |
$ |
410 |
|
|
$ |
410 |
|
|
$ |
482 |
|
| Additions for tax positions of prior years |
— |
|
|
— |
|
|
— |
|
| Settlements with tax authorities |
— |
|
|
— |
|
|
(72) |
|
| Expiration of statutes of limitations |
— |
|
|
— |
|
|
— |
|
| Balance at December 31 |
$ |
410 |
|
|
$ |
410 |
|
|
$ |
410 |
|
The Company records accrued interest as well as penalties related to unrecognized tax benefits as part of the provision for income taxes. The accrued interest and penalties related to the gross unrecognized tax benefits, excluded from above, was de minimis in all years presented.
Preformed Line Products Company and its subsidiaries file income tax return in the United States and various countries around the world. With few exceptions, the Company is no longer subject to United States federal examinations by tax authorities for years before 2022 and foreign, state, and local examinations by authorities for years before 2019.
Note 10 - Share-Based Compensation
2016 and 2025 Incentive Plan
The Company maintains an equity award program to provide the Company a competitive advantage in attracting, retaining, and motivating officers, employees and directors and to provide an incentive to those individuals to increase shareholder value through long-term incentives directly linked to the Company’s performance. The Preformed Line Products Company 2016 Incentive Plan (the “Incentive Plan”) was effective upon approval by the Company’s Shareholders at the 2016 Annual Meeting of Shareholders on May 10, 2016. Under the Incentive Plan, certain employees, officers, and directors were eligible to receive awards of options and RSUs. The total number of Company common shares reserved for awards under the Incentive Plan is 1,000,000 of which 900,000 common shares have been reserved for RSUs and 100,000 common shares have been reserved for share options. As of December 31, 2025, 77,500 options and 603,641 RSUs have been granted under the Incentive Plan. The Incentive Plan expires on May 10, 2026 with respect to awards granted under the Incentive Plan through May 13, 2025.
The Preformed Line Products Company 2025 Incentive Plan (the "2025 Plan") was effective upon approval by the Company's Shareholders at the 2025 Annual Meeting of Shareholders on May 13, 2025. Effective as of May 14, 2025, no additional awards will be granted under the 2016 Incentive Plan. Shares subject to awards that are outstanding under the 2016 Plan will become available for future grants under the 2025 Plan if they are cancelled, forfeited or expire prior to being exercised. The total number of Company common shares reserved for awards under the 2025 Plan is 618,859, of which 518,859 common shares have been reserved for RSUs and 100,000 common shares have been reserved for share options.
As of December 31, 2025, no awards have been granted under this 2025 Plan.
Restricted Share Units
For the regular annual grants issued in 2025 and prior, a portion of the RSUs is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a set period for all participants except the CEO and Executive Chairman. All of the CEO’s and Executive Chairman's regular annual RSUs are subject to vesting based upon the Company’s performance over a set-year period.
The RSUs are offered at no cost to the employees, however, the participant must remain employed with the Company until the restrictions on the RSUs lapse. The fair value of RSUs is based on the market price of a common share on the grant date. Dividends declared are accrued.
A summary of the RSUs for the years ended December 31, 2025 is as follows:
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Restricted Share Awards |
| |
Performance
and Service
Required (a)
|
|
Service Required |
|
Total Restricted Awards |
|
Weighted-Average Grant-Date Fair Value |
| Nonvested as of January 1, 2025 |
146,523 |
|
17,250 |
|
163,773 |
|
$ |
87.86 |
|
| Granted |
40,392 |
|
7,384 |
|
47,776 |
|
145.31 |
|
| Vested |
(61,654) |
|
(10,212) |
|
(71,866) |
|
63.35 |
|
| Forfeited |
— |
|
— |
|
— |
|
— |
|
| Nonvested as of December 31, 2025 |
125,261 |
|
14,422 |
|
139,683 |
|
$ |
120.12 |
|
(a) Nonvested, performance-based RSUs are reflected above at the maximum performance achievement level.
For time-based RSUs, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award in General and administrative expense in the accompanying Statements of Consolidated Income. Annual compensation expense related to the time-based RSUs for the years ended December 31, 2025, 2024 and 2023 was $0.9 million in each year, respectively. As of December 31, 2025, there was $1.0 million of total unrecognized compensation cost related to time-based RSUs that is expected to be recognized over the weighted-average remaining period of approximately 1.5 years.
For the performance-based RSUs, the number of RSUs in which the participants will vest depends on the Company’s level of performance measured by growth in pre-tax income and sales growth over a requisite performance period. Depending on the extent to which the performance criteria are satisfied under the Incentive Plan, the participants are eligible to earn common shares over the vesting period. Performance-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was $3.7 million, $2.4 million, and $3.8 million, respectively. As of December 31, 2025, the remaining performance-based RSUs compensation expense of $7.9 million, if maximum performance is achieved, is expected to be recognized over a period of approximately 1.5 years.
The excess tax benefits from service and performance-based RSUs was $5.7 million, $3.2 million, and $2.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for RSUs vested in the current period.
In the event of a Change in Control (as defined in the Incentive Plan), vesting of the RSUs will be accelerated and all restrictions will lapse. Nonvested performance-based awards are based on a maximum target potential payout. Actual shares awarded at the end of the performance period may be less than the maximum potential payout level depending on achievement of performance-based award objectives.
To satisfy the vesting of its RSUs, the Company has reserved new shares from its authorized but unissued shares. Any additional granted awards will also be issued from the Company’s authorized but unissued shares.
Deferred Compensation Plan
The Company maintains a trust, commonly referred to as a rabbi trust, in connection with the Company’s deferred compensation plan. This plan allows for two deferrals. First, Directors make elective deferrals of Director fees payable and held in the rabbi trust. The deferred compensation plan allows the Directors to elect to receive Director fees in common shares of the Company at a later date instead of fees paid each quarter in cash. Second, this plan allows certain Company employees to defer restricted shares or RSUs for future distribution in the form of common shares. Assets of the rabbi trust are consolidated, and the value of the Company’s stock held in the rabbi trust is classified in Shareholders’ equity and generally accounted for in a manner similar to treasury stock. The Company recognizes the original amount of the deferred compensation (fair value of the deferred stock award at the date of grant) as the basis for recognition in common shares issued to the rabbi trust.
Changes in the fair value of amounts owed to certain employees or Directors are not recognized as the Company’s deferred compensation plan does not permit diversification and must be settled by the delivery of a fixed number of the Company’s common shares. As of December 31, 2025, 222,506 shares have been deferred and are being held by the rabbi trust.
Share Option Awards
Each of the Incentive Plan and 2025 Plan permits the grant of 100,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant; however, option grants will only be made under the 2025 Plan beginning as of May 14, 2025. Options issued to date under the Incentive Plan and 2025 Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years and expire ten years from the date of grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares.
The Company utilizes the Black-Scholes option pricing model for estimating fair values of options. The Black-Scholes model requires assumptions regarding the volatility of the Company’s stock, the expected life of the stock award and the Company’s dividend yield. The Company utilizes historical data in determining these assumptions. 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 during the year ended December 31, 2025 and 7,500 and zero options granted in the years ended December 31, 2024 and 2023, respectively. The fair values for the stock options granted were estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
| |
2024 |
|
|
|
|
| Risk-free interest rate |
4.2 |
% |
|
|
|
|
| Dividend yield |
1.1 |
% |
|
|
|
|
| Expected life (years) |
5 years |
|
|
|
|
| Expected volatility |
38.2 |
% |
|
|
|
|
Activity in the Company’s Incentive Plan and 2025 Plan for the year ended December 31, 2025 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Number of
Shares
|
|
Weighted
Average
Exercise Price
per Share
|
|
Weighted
Average
Remaining Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
| Outstanding as of January 1, 2025 |
26,425 |
|
$ |
79.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercised |
(7,925) |
|
71.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding (vested and expected to vest) at December 31, 2025 |
18,500 |
|
$ |
83.60 |
|
|
6.9 |
|
$ |
2,278 |
|
| Exercisable at December 31, 2025 |
14,750 |
|
$ |
71.19 |
|
|
6.3 |
|
$ |
1,999 |
|
There were 7,925, 3,575, and 37,800 stock options exercised during the years ended December 31, 2025, 2024 and 2023, respectively. The total intrinsic value of stock options exercised was $0.8 million, $0.2 million, and $3.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Cash received for the exercise of stock options during the years ended December 31, 2025 and 2024 was $0.6 million and $0.2 million, respectively.
The Company recorded compensation expense related to the stock options currently vested of $0.1 million, $0.1 million and $0.3 million during the years ended December 31, 2025, 2024 and 2023, respectively. The total compensation expense related to the stock options currently unvested as of December 31, 2025 and 2024 was $0.2 million and $0.1 million, respectively. The total compensation cost related to nonvested awards not yet recognized at December 31, 2025 is expected to be $0.2 million over a weighted-average period of approximately 1.97 years.
The excess tax benefits from stock options for the year ended December 31, 2025 was $0.4 million. The excess tax benefits from stock options was zero and $2.4 million for each of the years ended December 31, 2024 and 2023, respectively. This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for options exercised in the current period.
Note 11 - Computation of Earnings Per Share
Basic earnings per share were computed by dividing net income by the weighted-average number of common shares outstanding for each respective period. Diluted earnings per share were calculated by dividing net income by the weighted-average of all potentially dilutive common shares that were outstanding during the years presented.
The calculation of basic and diluted earnings per share for the years ended December 31 was as follows:
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|
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|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Numerator |
|
|
|
|
|
| Net income |
$ |
35,283 |
|
|
$ |
37,094 |
|
|
$ |
63,332 |
|
| |
|
|
|
|
|
| Denominator |
|
|
|
|
|
| Determination of shares (in thousands) |
|
|
|
|
|
| Weighted-average common shares outstanding |
4,918 |
|
|
4,908 |
|
|
4,920 |
|
| Dilutive effect – share-based awards |
24 |
|
|
39 |
|
|
77 |
|
| Diluted weighted-average common shares outstanding |
4,942 |
|
|
4,947 |
|
|
4,997 |
|
| |
|
|
|
|
|
| Earnings per common share |
|
|
|
|
|
| Basic |
$ |
7.17 |
|
|
$ |
7.56 |
|
|
$ |
12.87 |
|
| Diluted |
$ |
7.14 |
|
|
$ |
7.50 |
|
|
$ |
12.68 |
|
For the years ended December 31, 2025, 2024 and 2023, 10,336, 7,500, and zero share-based awards, respectively, were excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive.
Note 12 - Goodwill and Other Intangibles
The Company’s finite and indefinite-lived intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, 2025 |
|
December 31, 2024 |
| |
Gross Carrying
Amount
|
|
Accumulated Amortization |
|
Gross Carrying
Amount
|
|
Accumulated Amortization |
| |
|
|
|
|
|
|
|
| Finite-lived intangible assets |
|
|
|
|
|
|
|
| Patents |
$ |
4,806 |
|
|
$ |
(4,806) |
|
|
$ |
4,806 |
|
|
$ |
(4,806) |
|
| Land use rights |
727 |
|
|
(147) |
|
|
637 |
|
|
(122) |
|
| Trademark |
2,022 |
|
|
(1,736) |
|
|
1,910 |
|
|
(1,685) |
|
| Technology |
7,240 |
|
|
(4,777) |
|
|
6,582 |
|
|
(3,933) |
|
| Customer relationships |
19,528 |
|
|
(12,717) |
|
|
17,399 |
|
|
(11,132) |
|
| |
$ |
34,323 |
|
|
$ |
(24,183) |
|
|
$ |
31,334 |
|
|
$ |
(21,678) |
|
| Indefinite-lived intangible assets |
|
|
|
|
|
|
|
| Goodwill |
$ |
30,684 |
|
|
|
|
$ |
26,685 |
|
|
|
The aggregate amortization expense for other intangibles with finite lives, ranging from 1 year to 65 years, for the years ended December 31, 2025, 2024 and 2023 was $1.4 million, $1.8 million, and $1.8 million, respectively. Amortization expense is estimated to be $1.5 million for 2026, 2027, and 2028, $1.3 million for 2029, and $1.0 million for 2030. The weighted-average remaining amortization period is approximately 10.9 years. The weighted-average remaining amortization period by intangible asset class; land use rights, 64.7 years; trademark, 10.9 years; technology, 5.2 years and customer relationships, 8.5 years.
The Company may use both quantitative and qualitative approaches when testing goodwill for impairment. For selected reporting units where the qualitative approach is utilized, a qualitative evaluation of events and circumstances impacting the reporting unit is performed to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying amount. If that determination is made, no further evaluation is necessary. Otherwise, the Company performs a quantitative impairment test on the reporting unit.
For the quantitative approach, the Company uses a combination of the income approach, which uses a discounted cash flow methodology, and the market approach, which uses comparable market multiples in computing fair value by reporting unit. The Company then compares the fair value of the reporting unit with its carrying value to assess if goodwill has been impaired. The fair value estimates are subjective and sensitive to significant assumptions, such as revenue growth rates, operating margins, the WACC, and estimated market multiples, which are affected by expectations of future market or economic conditions. The Company believes that the methodologies, significant assumptions, and weightings used are reasonable and result in appropriate fair values of the reporting units.
Impairment assessments inherently involve management judgments regarding a number of assumptions such as those described above. Due to the multiple variables inherent in arriving at the estimates of the reporting unit's fair value, differences in assumptions could have an effect on the estimated fair value of a reporting unit and could result in goodwill impairment charges in a future period.
As a result of actual performance for the EMEA reporting unit falling short of internal forecasts, combined with an increase in projected capital expenditures related to the construction of a new manufacturing facility in 2025 and 2026, management identified a potential indicator of impairment as of September 30, 2025. The Company performed an interim impairment assessment and based on this review, the estimated fair value of the EMEA reporting unit exceeded its carrying amount by approximately 30% and management concluded that no impairment of goodwill was required for the EMEA reporting unit as of September 30, 2025. The interim impairment assessment was performed using the same methodologies as the annual assessments discussed in Note 1 - Significant Accounting Policies and included revised forecasts, which are subject to various risks and uncertainties, including forecasted revenue, expenses and cash flows. As of December 31, 2025, the Company concluded there were no material changes in quantitative or qualitative considerations from the interim impairment assessment.
For all other reporting units, the Company performed the annual impairment test for Goodwill as of October 1. No other indicators of impairment were identified. There were no impairment charges recorded in 2025 or 2024.
The change in the carrying amount of goodwill by segment is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
PLP-USA |
|
The Americas |
|
EMEA |
|
Asia-Pacific |
|
Total |
| |
|
|
|
|
|
|
|
|
|
| Balance at January 1, 2024 |
$ |
3,078 |
|
|
$ |
10,582 |
|
|
$ |
15,837 |
|
|
$ |
— |
|
|
$ |
29,497 |
|
|
|
|
|
|
|
|
|
|
|
| Currency translation |
— |
|
|
(1,724) |
|
|
(1,088) |
|
|
— |
|
|
(2,812) |
|
| Balance at December 31, 2024 |
3,078 |
|
|
8,858 |
|
|
14,749 |
|
|
— |
|
|
26,685 |
|
| Acquisitions |
— |
|
|
899 |
|
|
— |
|
|
— |
|
|
899 |
|
|
|
|
|
|
|
|
|
|
|
| Currency translation |
— |
|
|
869 |
|
|
2,231 |
|
|
— |
|
|
3,100 |
|
| Balance at December 31, 2025 |
$ |
3,078 |
|
|
$ |
10,626 |
|
|
$ |
16,980 |
|
|
$ |
— |
|
|
$ |
30,684 |
|
The Company’s only intangible asset with an indefinite life is goodwill. The Company’s goodwill is not deductible for tax purposes.
Note 13 - Fair Value of Financial Assets and Liabilities
The Company measures and records certain assets and liabilities at fair value. A fair value hierarchy is used for those assets and liabilities measured at fair value that distinguishes between assumptions based on market data (observable inputs), and the Company’s assumptions (unobservable inputs). The hierarchy consists of the following three levels:
Level 1 Inputs – Quoted market prices in active markets for identical assets or liabilities.
Level 2 Inputs – Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 Inputs – Unobservable inputs that are not corroborated by market data.
The following table summarizes the Company’s assets and liabilities, recorded and measured at fair value, in the consolidated balance sheets as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Description |
|
Balance as of December 31, 2025 |
|
Quoted Prices in Active Markets for
Identical Assets or Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
| Assets: |
|
|
|
|
|
|
|
|
| Foreign currency forward contracts |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Fixed income investments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total assets |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
|
|
|
|
| Foreign currency forward contracts |
|
$ |
97 |
|
|
$ |
— |
|
|
$ |
97 |
|
|
$ |
— |
|
| Supplemental profit sharing plan |
|
10,785 |
|
|
— |
|
|
10,785 |
|
|
— |
|
| Total liabilities |
|
$ |
10,882 |
|
|
$ |
— |
|
|
$ |
10,882 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Description |
|
Balance as of December 31, 2024 |
|
Quoted Prices in Active Markets for
Identical Assets or Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
| Assets: |
|
|
|
|
|
|
|
|
| Foreign currency forward contracts |
|
$ |
65 |
|
|
$ |
— |
|
|
$ |
65 |
|
|
$ |
— |
|
| Fixed income investments |
|
1,142 |
|
|
1,142 |
|
|
— |
|
|
— |
|
| Total assets |
|
$ |
1,207 |
|
|
$ |
1,142 |
|
|
$ |
65 |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
|
|
|
|
| Foreign currency forward contracts |
|
$ |
71 |
|
|
$ |
— |
|
|
$ |
71 |
|
|
$ |
— |
|
| Supplemental profit sharing plan |
|
9,031 |
|
|
— |
|
|
9,031 |
|
|
— |
|
| Total liabilities |
|
$ |
9,102 |
|
|
$ |
— |
|
|
$ |
9,102 |
|
|
$ |
— |
|
The Company operates internationally and enters into intercompany transactions denominated in foreign currencies. Consequently, the Company is subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. The Company currently uses foreign currency forward contracts to reduce the risk related to some of these transactions. These contracts usually have maturities of 90 days or less and generally require an exchange of foreign currencies for U.S. dollars at maturity at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in Other operating expense - net on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position. For the twelve months ended December 31, 2025 and 2024, the Company recognized net gain of $0.1 million and net loss of $0.4 million, respectively, on foreign currency forward contracts.
The Company has a non-qualified Supplemental Profit Sharing Plan for its executives. The liability for this unfunded Supplemental Profit Sharing Plan was $10.8 million at December 31, 2025 and $9.0 million at December 31, 2024. These amounts are recorded within Other noncurrent liabilities on the Company’s Consolidated Balance Sheets. The Supplemental Profit Sharing Plan allows participants the ability to hypothetically invest their proportionate award into various investment options, which primarily includes mutual funds. The Company credits earnings, gains and losses to the participants’ deferred compensation account balances based on the investments selected by the participants. The Company measures the fair value of the Supplemental Profit Sharing Plan liability using the market values of the participants’ underlying investment accounts.
The Company had zero fixed income investments as of December 31, 2025. The Company's fixed income investments as of December 31, 2024 of $1.1 million are recorded in Other assets on the Consolidated Balance Sheet and are valued using the closing price on the active market on which the securities are traded. The unrealized gains on the fixed income investments for the period ended December 31, 2024 were de minimis.
The carrying value of the Company’s current financial instruments, which include cash, cash equivalents and restricted cash, accounts receivable, accounts payable and short-term debt, approximates fair value because of the short-term maturity of these instruments.
At December 31, 2025, the fair value of the Company’s long-term debt was estimated using discounted cash flows analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements that are considered to be Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of the Company’s long-term debt are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
December 31, 2024 |
|
Fair Value |
|
Carrying Value |
|
Fair Value |
|
Carrying Value |
| Long-term debt and related current maturities |
$ |
35,080 |
|
|
$ |
38,252 |
|
|
$ |
17,474 |
|
|
$ |
20,787 |
|
Note 14 - Revenue
Revenue recognition
Sales are recognized when obligations under the terms of the contract are satisfied and control of promised goods or services have transferred to our customers. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services and is primarily based on shipping terms. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring products.
Net sales include products and shipping and handling charges, net of estimates for product returns. The Company estimates product returns based on historical return rates. Revenue for shipping and handling charges are recognized at the time the products are shipped to, delivered to or picked up by the customer. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold.
Payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized, and payment is due is not significant. Sales, value added, and other taxes collected concurrent with revenue are excluded from sales.
PLP records reductions to sales for returns, and customer and distributor incentives, primarily comprised of rebates, at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served.
Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays PLP.
Sales of products and services varies by segment and are discussed in Note 15, "Segment Information".
Disaggregated revenue
The following table presents the Company’s revenues disaggregated by segment and product type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, 2025 |
| Product Type |
PLP-USA |
|
The Americas |
|
EMEA |
|
Asia-Pacific |
|
Consolidated |
| Energy |
63 |
% |
|
80 |
% |
|
74 |
% |
|
77 |
% |
|
71 |
% |
| Communications |
32 |
|
|
19 |
|
|
19 |
|
|
3 |
|
|
22 |
|
| Special Industries |
5 |
|
|
1 |
|
|
7 |
|
|
20 |
|
|
7 |
|
| Total |
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended December 31, 2024 |
| Product Type |
PLP-USA |
|
The Americas |
|
EMEA |
|
Asia-Pacific |
|
Consolidated |
| Energy |
63 |
% |
|
80 |
% |
|
71 |
% |
|
77 |
% |
|
71 |
% |
| Communications |
30 |
|
|
18 |
|
|
24 |
|
|
3 |
|
|
22 |
|
| Special Industries |
7 |
|
|
2 |
|
|
5 |
|
|
20 |
|
|
7 |
|
| Total |
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
Credit losses for receivables
The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make required payments. The Company uses a current expected credit loss model in order to immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments, mainly trade receivables. Additionally, the allowance is based upon identified delinquent accounts, customer payment patterns and other analyses of historical data trends. Receivable balances are written off against an allowance for credit losses after a final determination has been made.
The change in the allowance for credit losses includes expense and net write-offs, which are identified in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2025 |
|
2024 |
|
2023 |
| Allowance for credit losses, beginning of period |
$ |
6,958 |
|
|
$ |
8,260 |
|
|
$ |
5,021 |
|
| Additions (reductions) charged to costs and expenses |
92 |
|
|
(750) |
|
|
3,250 |
|
| Write-offs |
(1,571) |
|
|
(260) |
|
|
(218) |
|
| Foreign exchange and other |
318 |
|
|
(292) |
|
|
207 |
|
| Allowance for credit losses, end of period |
$ |
5,797 |
|
|
$ |
6,958 |
|
|
$ |
8,260 |
|
Note 15 - Segment Information
The Company reports its segments in four geographic regions: PLP-USA, The Americas, EMEA (Europe, Middle East & Africa) and Asia-Pacific in accordance with accounting standards codified in FASB ASC 280, “Segment Reporting”. Each segment distributes a full range of the Company’s primary products. The PLP-USA segment is comprised of U.S. operations manufacturing the Company’s traditional products primarily supporting domestic energy, telecommunications and special industries products. The other three segments, The Americas, EMEA and Asia-Pacific support the Company’s energy, telecommunications, data communication and special industries products in each respective geographical region.
The segment managers responsible for each region report directly to the Company’s Executive Chairman, who is the chief operating decision maker ("CODM") and are accountable for the financial results and performance of their entire segment for which they are responsible. The business components within each segment are managed to maximize the results of the entire company rather than the results of any individual business component of the segment.
The amount of each segment’s performance reported to the CODM is for purposes of making decisions about allocating resources to the segment and assessing its performance. The Company evaluates segment performance and allocates resources based on several factors primarily based on gross sales and income before income taxes.
The CODM uses both gross sales and income before income taxes for each segment predominantly in the annual budget and forecasting process as well as monitoring actual results. The CODM considers forecast-to-actual and actual to prior period variances for both measures when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses segment sales and income before income taxes for the performance of each segment by comparing the results of each segment with one another and in determining the incentive compensation of certain employees.
The accounting policies of the operating segments are the same as those described in Note 1. We have one customer accounting for 10.7% of the Company’s consolidated revenue, generated within the PLP-USA, The Americas, and Asia-Pacific operating segments In certain circumstances, PLP-USA performs all manufacturing and shipping activity to US-based entities on behalf of EMEA, where the sales order is recorded. These sales and related profits have been reclassified for segment purposes only from EMEA to PLP-USA.
The following table presents a summary of the Company’s reportable segments for the years ended December 31, 2025, 2024 and 2023. Financial results for the PLP-USA segment include the elimination of all segments’ intercompany profits in inventory.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025 |
|
PLP-USA |
|
The Americas |
|
EMEA |
|
Asia-Pacific |
|
Total |
Gross sales |
$ |
321,671 |
|
|
$ |
118,713 |
|
|
$ |
139,225 |
|
|
$ |
132,256 |
|
|
$ |
711,865 |
|
Intersegment sales |
(9,052) |
|
|
(9,946) |
|
|
(6,102) |
|
|
(17,427) |
|
|
(42,527) |
|
Net sales |
312,619 |
|
|
108,767 |
|
|
133,123 |
|
|
114,829 |
|
|
669,338 |
|
| Less: |
|
|
|
|
|
|
|
|
|
Cost of products sold |
206,762 |
|
|
77,030 |
|
|
93,856 |
|
|
83,151 |
|
|
460,799 |
|
Gross profit |
105,857 |
|
|
31,737 |
|
|
39,267 |
|
|
31,678 |
|
|
208,539 |
|
| Costs and expenses |
69,922 |
|
|
25,566 |
|
|
32,000 |
|
|
25,916 |
|
|
153,404 |
|
Operating income |
35,935 |
|
|
6,171 |
|
|
7,267 |
|
|
5,762 |
|
|
55,135 |
|
Interest income |
630 |
|
|
1,191 |
|
|
371 |
|
|
125 |
|
|
2,317 |
|
Interest expense |
(264) |
|
|
(43) |
|
|
(651) |
|
|
(345) |
|
|
(1,303) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other (expense) income, net |
(12,183) |
|
|
160 |
|
|
334 |
|
|
1,160 |
|
|
(10,529) |
|
| Income before income taxes |
24,118 |
|
|
7,479 |
|
|
7,321 |
|
|
6,702 |
|
|
45,620 |
|
Income tax expense |
4,606 |
|
|
2,084 |
|
|
1,955 |
|
|
1,668 |
|
|
10,313 |
|
Total noncontrolling interest |
— |
|
|
— |
|
|
(24) |
|
|
— |
|
|
(24) |
|
Total net income attributable to Preformed Line Products Company shareholders |
$ |
19,512 |
|
|
$ |
5,395 |
|
|
$ |
5,342 |
|
|
$ |
5,034 |
|
|
$ |
35,283 |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2024 |
|
PLP-USA |
|
The Americas |
|
EMEA |
|
Asia-Pacific |
|
Total |
| Gross sales |
$ |
276,792 |
|
|
$ |
98,554 |
|
|
$ |
133,577 |
|
|
$ |
123,585 |
|
|
$ |
632,508 |
|
| Intersegment sales |
(10,088) |
|
|
(8,274) |
|
|
(5,336) |
|
|
(15,096) |
|
|
(38,794) |
|
| Net sales |
266,704 |
|
|
90,280 |
|
|
128,241 |
|
|
108,489 |
|
|
593,714 |
|
| Less: |
|
|
|
|
|
|
|
|
|
| Cost of products sold |
173,735 |
|
|
61,672 |
|
|
91,445 |
|
|
77,051 |
|
|
403,903 |
|
| Gross profit |
92,969 |
|
|
28,608 |
|
|
36,796 |
|
|
31,438 |
|
|
189,811 |
|
| Costs and expenses |
72,593 |
|
|
18,655 |
|
|
26,090 |
|
|
21,716 |
|
|
139,054 |
|
| Operating income |
20,376 |
|
|
9,953 |
|
|
10,706 |
|
|
9,722 |
|
|
50,757 |
|
| Interest income |
55 |
|
|
2,139 |
|
|
281 |
|
|
98 |
|
|
2,573 |
|
| Interest expense |
(911) |
|
|
(81) |
|
|
(658) |
|
|
(571) |
|
|
(2,221) |
|
| Other (expense) income, net |
(27) |
|
|
141 |
|
|
133 |
|
|
(586) |
|
|
(339) |
|
| Income before income taxes |
19,493 |
|
|
12,152 |
|
|
10,462 |
|
|
8,663 |
|
|
50,770 |
|
| Income tax expense |
5,553 |
|
|
3,201 |
|
|
2,683 |
|
|
2,222 |
|
|
13,659 |
|
| Total noncontrolling interest |
— |
|
|
— |
|
|
(17) |
|
|
— |
|
|
(17) |
|
| Total net income attributable to Preformed Line Products Company shareholders |
$ |
13,940 |
|
|
$ |
8,951 |
|
|
$ |
7,762 |
|
|
$ |
6,441 |
|
|
$ |
37,094 |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2023 |
|
PLP-USA |
|
The Americas |
|
EMEA |
|
Asia-Pacific |
|
Total |
| Gross sales |
$ |
387,913 |
|
|
$ |
102,404 |
|
|
$ |
110,661 |
|
|
$ |
126,677 |
|
|
$ |
727,655 |
|
| Intersegment sales |
(9,350) |
|
|
(16,345) |
|
|
(8,531) |
|
|
(23,750) |
|
|
(57,976) |
|
| Net sales |
378,563 |
|
|
86,059 |
|
|
102,130 |
|
|
102,927 |
|
|
669,679 |
|
| Less: |
|
|
|
|
|
|
|
|
|
| Cost of products sold |
239,603 |
|
|
56,054 |
|
|
65,758 |
|
|
73,416 |
|
|
434,831 |
|
| Gross profit |
138,960 |
|
|
30,005 |
|
|
36,372 |
|
|
29,511 |
|
|
234,848 |
|
| Costs and expenses |
79,289 |
|
|
22,724 |
|
|
28,193 |
|
|
20,488 |
|
|
150,694 |
|
| Operating income |
59,671 |
|
|
7,281 |
|
|
8,179 |
|
|
9,023 |
|
|
84,154 |
|
| Interest income |
— |
|
|
1,615 |
|
|
125 |
|
|
71 |
|
|
1,811 |
|
| Interest expense |
(1,991) |
|
|
(255) |
|
|
(899) |
|
|
(760) |
|
|
(3,905) |
|
| Other income, net |
54 |
|
|
136 |
|
|
66 |
|
|
28 |
|
|
284 |
|
| Income before income taxes |
57,734 |
|
|
8,777 |
|
|
7,471 |
|
|
8,362 |
|
|
82,344 |
|
| Income tax expense |
12,342 |
|
|
3,022 |
|
|
1,670 |
|
|
1,973 |
|
|
19,007 |
|
| Total noncontrolling interest |
— |
|
|
— |
|
|
(5) |
|
|
— |
|
|
(5) |
|
| Total net income attributable to Preformed Line Products Company shareholders |
$ |
45,392 |
|
|
$ |
5,755 |
|
|
$ |
5,796 |
|
|
$ |
6,389 |
|
|
$ |
63,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2025 |
|
2024 |
|
2023 |
| Expenditure for long-lived assets |
|
|
|
|
|
| PLP-USA |
$ |
6,049 |
|
|
$ |
6,054 |
|
|
$ |
25,317 |
|
| The Americas |
5,537 |
|
|
2,255 |
|
|
4,861 |
|
| EMEA |
27,350 |
|
|
4,454 |
|
|
2,849 |
|
| Asia-Pacific |
1,965 |
|
|
1,888 |
|
|
2,305 |
|
| Total expenditure for long-lived assets |
$ |
40,901 |
|
|
$ |
14,651 |
|
|
$ |
35,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
|
|
|
| PLP-USA |
$ |
12,819 |
|
|
$ |
11,768 |
|
|
$ |
9,270 |
|
| The Americas |
3,740 |
|
|
3,821 |
|
|
2,702 |
|
| EMEA |
3,895 |
|
|
3,575 |
|
|
3,493 |
|
| Asia-Pacific |
2,967 |
|
|
3,102 |
|
|
3,449 |
|
| Total depreciation and amortization |
$ |
23,421 |
|
|
$ |
22,266 |
|
|
$ |
18,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
As of December 31, |
| |
2025 |
|
2024 |
| Identifiable assets |
|
|
|
| PLP-USA |
$ |
276,840 |
|
|
$ |
245,388 |
|
| The Americas |
114,111 |
|
|
103,456 |
|
| EMEA |
165,254 |
|
|
125,013 |
|
| Asia-Pacific |
97,416 |
|
|
100,020 |
|
| Total identifiable assets |
$ |
653,621 |
|
|
$ |
573,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets |
|
|
|
| PLP-USA |
$ |
113,261 |
|
|
$ |
119,114 |
|
| The Americas |
25,692 |
|
|
20,446 |
|
| EMEA |
49,017 |
|
|
21,243 |
|
| Asia-Pacific |
34,811 |
|
|
34,283 |
|
Total long-lived assets |
$ |
222,781 |
|
|
$ |
195,086 |
|
Note 16 - Related Party Transactions
During each of the years ended December 31, 2024 and 2023, the Company paid approximately $0.2 million and $0.2 million, respectively, in legal fees to Baker & Hostetler LLP, of which Steven Kestner, a member of our Board of Directors, was a Partner.
On October 28, 2020, the Board of the Directors of the Company approved the appointment of David C. Sunkle to serve on its Board of Directors effective upon his retirement at December 31, 2020 for a term commencing January 1, 2021. At the annual meeting of shareholders on May 7, 2024, Mr. Sunkle was re-elected to serve on the Board of Directors to a term that expires in 2026. In addition, Mr. Sunkle had a consulting agreement with the Company that expired on December 31, 2025.
Note 17 - Acquisitions of Businesses
Acquisition of JAP Telecom
On May 1, 2025, the Company acquired all issued and outstanding shares of J.A.P. Industria De Materiais Para Telefonia Ltda., (JAP Telecom) an entity headquartered in Pedreira, Brazil. JAP Telecom is a leading Brazilian designer, manufacturer, and supplier of connectivity solutions for the South American telecommunications infrastructure market with a product portfolio including fiber optic splice closures, connectivity devices, and infrastructure accessories tailored to the specific needs of the local market. JAP Telecom's annual sales for the year ending December 31, 2024 were approximately $4.6 million. The acquisition expands the Company's operational capabilities in the region and strengthens the Company's position in the global communications market.
The purchase price was approximately $5.8 million, net of cash received.
The acquisition of JAP Telecom is accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The fair value of the identifiable net assets as acquired was $4.9 million. The Company expects to finalize the valuation in 2026; however, future adjustments are not expected to have a material impact to the Consolidated Statements of Income.
Goodwill is calculated as the excess of the consideration transferred over the net identifiable assets recognized and represents the anticipated synergies of acquiring JAP Telecom. The goodwill recognized of $0.9 million is not deductible for tax purposes.
From the date of the acquisition through December 31, 2025, the Company’s consolidated financial statements included JAP Telecom sales of approximately $3.7 million and is reported in The Americas segment.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Principal Executive Officer and Principal Financial Officer have concluded based on their review thereof 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 December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
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 Company's 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 Company's Executive Chairman and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. 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 (2013). Our evaluation of internal control over financial reporting did not include the internal controls of JAP Telecom, which was acquired during 2025, the results of which are included in the 2025 Consolidated Financial Statements for the year ended December 31, 2025 and constituted approximately 1% of total assets (inclusive of acquired intangible assets) as of December 31, 2025 and approximately 1% of net sales for the year then ended.
Based upon its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, who expressed an unqualified opinion as stated in their report, a copy of which is included below.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2025 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Preformed Line Products Company
Opinion on Internal Control Over Financial Reporting
We have audited Preformed Line Products Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Preformed Line Products Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of JAP Telecom, which is included in the 2025 consolidated financial statements of the Company and constituted 1% of total assets as of December 31, 2025 and 1% of net sales for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of JAP Telecom.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March 5, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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 company’s 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 company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 5, 2026
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Require Inspections
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference to the information under the captions “Corporate Governance – Board Composition”, “Corporate Governance – Election of Directors”, “Section 16(a) Beneficial Ownership Compliance”, “Corporate Governance – Code of Conduct,” “Corporate Governance – Board Committees and Meetings – Audit Committee” and “Compensation Policies and Risk – Insider Trading Policies and Procedures” in the Company’s Proxy Statement, for the Annual Meeting of Shareholders to be held May 4, 2026 (the “Proxy Statement”). Information relative to executive officers of the Company is contained in Part I of this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information set forth under the caption “Directors and Executive Officers Compensation”, other than under the caption “Pay versus Performance”, “Compensation Policies and Risk”, and “Clawback Policy” in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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 immediately below.
Repurchase of equity securities
There were no equity compensation plans not approved by security holders during the year ended December 31, 2025. The approved transactions for the year ended December 31, 2025 are as follows.
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(a) |
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(b) |
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(c) |
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Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average exercise price of outstanding options, warrants and rights |
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) |
| Plan Category |
|
(1) |
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(1) |
|
(2) |
| Equity compensation plans approved by security holders |
|
158,183 |
|
$ |
83.60 |
|
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618,859 |
(1) Of these shares, 139,683 were issued in the form of restricted stock units, which have no exercise price. Accordingly, such shares were not included in the weighted average exercise price. For further detail, refer to Note 10, “Share-Based Compensation.”
(2) Under the 2025 Plan, the authorized shares may be issued in the form of restricted shares or units. See Note 10 in the Notes to Consolidated Financial Statements for information relating to the 2025 Plan.
Item 13. Certain Relationships, Related Transactions and Director Independence
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 Registered Public Accounting Firm”, “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)Report of Independent Registered Public Accounting Firm (PCAOB ID: 0042)
Financial Statements and Schedule
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| Page |
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Financial Statements |
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(b)Exhibits
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Exhibit
Number
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Exhibit |
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| 3.1 |
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| 3.2 |
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| 3.3 |
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| 4.1 |
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| 4.2 |
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| 10.1 |
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| 10.2 |
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| 10.3 |
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| 10.4 |
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| 10.5 |
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| 10.6 |
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| 10.7 |
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| 10.8 |
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| 10.9 |
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| 10.10 |
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| 10.11 |
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| 10.12 |
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| 10.13 |
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| 10.14 |
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| 10.15 |
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| 10.16 |
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| 10.17 |
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| 10.18 |
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| 10.19 |
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| 10.20 |
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| 10.21 |
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| 14.1 |
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| 19 |
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| 21 |
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| 23.1 |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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| 97.1 |
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| 101.INS |
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Inline XBRL Instance Document. |
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| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document. |
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| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document. |
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| 104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
*Indicates management contracts or compensatory plan or arrangement.
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.
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Preformed Line Products Company |
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| March 5, 2026 |
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/s/ Robert G. Ruhlman |
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Robert G. Ruhlman |
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Executive Chairman |
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(principal executive officer) |
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| March 5, 2026 |
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/s/ Andrew S. Klaus |
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Andrew S. Klaus |
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Chief Financial Officer |
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(principal financial and accounting officer) |
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.
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| March 5, 2026 |
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/s/ Robert G. Ruhlman |
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Robert G. Ruhlman |
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Executive Chairman |
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| March 5, 2026 |
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* |
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Glenn E. Corlett |
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Director |
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| March 5, 2026 |
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* |
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Matthew D. Frymier |
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Director |
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| March 5, 2026 |
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* |
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R. Steven Kestner |
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Director |
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| March 5, 2026 |
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* |
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Richard R. Gascoigne |
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Director |
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| March 5, 2026 |
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* |
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J. Ryan Ruhlman |
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Director |
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| March 5, 2026 |
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* |
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Maegan A. R. Cross |
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Director |
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| March 5, 2026 |
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* |
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David C. Sunkle |
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Director |
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*By Power of Attorney |
| March 5, 2026 |
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/s/ Caroline S. Vaccariello |
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Caroline S. Vaccariello |
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General Counsel and Corporate Secretary |
PREFORMED LINE PRODUCTS COMPANY
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Year Ended December 31, 2025, 2024 and 2023
(Thousands of dollars)
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| For the year ended December 31, 2025: |
Balance at beginning of
period
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Additions charged to costs and expenses |
|
Deductions |
|
Other
additions or deductions
|
|
Balance at
end of
period
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| |
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| Allowance for credit losses |
$ |
6,958 |
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$ |
92 |
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$ |
(1,571) |
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$ |
318 |
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$ |
5,797 |
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| Reserve for credit memos |
562 |
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268 |
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(359) |
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13 |
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484 |
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| Slow-moving and obsolete inventory reserves |
17,722 |
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4,441 |
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(5,335) |
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886 |
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17,714 |
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| Accrued product warranty |
1,459 |
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1,931 |
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(260) |
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98 |
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3,228 |
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| Foreign net operating loss tax carryforwards |
1,967 |
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882 |
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(605) |
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(35) |
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2,209 |
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| For the year ended December 31, 2024: |
Balance at beginning of
period
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Additions charged to costs and expenses |
|
Deductions |
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Other
additions or deductions (a)
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Balance at
end of
period
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| |
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| Allowance for credit losses |
$ |
8,260 |
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$ |
(750) |
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$ |
(260) |
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$ |
(292) |
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$ |
6,958 |
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| Reserve for credit memos |
746 |
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221 |
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(396) |
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(9) |
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562 |
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| Slow-moving and obsolete inventory reserves |
17,579 |
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5,447 |
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(4,427) |
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(877) |
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17,722 |
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| Accrued product warranty |
1,278 |
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288 |
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(25) |
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(82) |
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1,459 |
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| Foreign net operating loss tax carryforwards |
1,940 |
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785 |
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(627) |
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(131) |
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1,967 |
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| For the year ended December 31, 2023: |
Balance at beginning of
period
|
|
Additions charged to costs and expenses |
|
Deductions |
|
Other
additions or deductions (a)
|
|
Balance at
end of
period
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| |
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|
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| Allowance for credit losses |
$ |
5,021 |
|
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$ |
3,250 |
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|
$ |
(218) |
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|
$ |
207 |
|
|
$ |
8,260 |
|
| Reserve for credit memos |
579 |
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|
476 |
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|
(310) |
|
|
1 |
|
|
746 |
|
| Slow-moving and obsolete inventory reserves |
10,835 |
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|
9,950 |
|
|
(3,427) |
|
|
221 |
|
|
17,579 |
|
| Accrued product warranty |
1,111 |
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|
213 |
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|
(70) |
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|
24 |
|
|
1,278 |
|
| Foreign net operating loss tax carryforwards |
2,722 |
|
|
367 |
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|
(466) |
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(683) |
|
|
1,940 |
|
EX-10.4
2
plpc-10kxex104x2016rsuaward.htm
EX-10.4
Document
PREFORMED LINE PRODUCTS COMPANY
2016 INCENTIVE PLAN
RSU AWARD AGREEMENT
THIS RSU AWARD AGREEMENT (“Agreement”) is dated as of [DATE] (the “Grant Date”), between Preformed Line Products Company, an Ohio corporation (“Company”), and [NAME] (“Participant”).
WHEREAS, pursuant to the terms of the Preformed Line Products Company 2016 Incentive Plan (“Plan”), the Compensation Committee of the Board of Directors (“the “Committee”) may grant restricted stock units (“RSUs”) to directors, officers, employees and consultants of the Company and its subsidiaries; and
WHEREAS, pursuant to the terms of the Plan, the terms, conditions and restrictions of each RSU award are to be set forth in an Award Agreement; and
WHEREAS, the Committee has determined that it is appropriate to grant Participant a RSU award (as comprised of two separate mutually exclusive parts, Award I and Award II, as set forth below) under the Plan on the terms, conditions and restrictions provided in this Agreement and Participant accepts such Award.
NOW, THEREFORE, the Company and the Participant agree as follows:
1.Award and Acceptance of RSUs.
Subject to the terms, conditions and restrictions set forth in this Agreement, the Company hereby grants to the Participant [X] RSUs. Each RSU gives the Participant the right to receive one (1) Share in the future, subject to the satisfaction of the vesting requirements set forth in this Agreement.
The RSUs are granted in accordance with, and subject to, all the terms, conditions and restrictions of the Plan. The Participant irrevocably agrees to, and accepts, the terms, conditions and restrictions of the Plan and this Agreement on his or her own behalf and on behalf of any beneficiaries, heirs, legatees and successors.
2.Vesting.
Unless earlier accelerated or forfeited in accordance with this Agreement and the Plan, the RSUs will vest, if at all, according to the schedules and performance criteria set forth below. The RSUs shall vest, if at all, in the amounts and on the dates set forth below:
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Vesting Date |
Maximum Number of Shares Distributable |
| Award I |
December 31, 202X |
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| Award II |
December 31, 202X |
|
Award II is subject to the achievement of the performance goals listed below. Performance is based on the simple average of the three individual performance periods measured year over year:
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GROWTH IN PRETAX
INCOME
(CAGR)
|
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50% |
75% |
100% |
37.5% |
50% |
75% |
25% |
37.5% |
50% |
|
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|
SALES GROWTH
(CAGR)
|
3.Settlement.
Except as provided in Section 5(c) below and subject to the Plan, the Company shall distribute to the Participant one Share for each RSU that vests as soon as practicable following the vesting date and, in any event, no later than March 15th of the year following the vesting date; provided that any fractional shares deliverable to the Participant shall be rounded down to the next whole number. The price per share at vesting is the closing price of the day prior to vesting.
4. Recordkeeping.
The Company shall record the RSUs on its books and records. No Shares shall be registered in the name of the Participant unless and until the Shares are distributed to Participant in accordance with Section 3 hereof.
5. Termination of Employment; Change in Control.
Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply in the event of a Termination of Employment or Change in Control:
(a)Retirement, Death, Disability. In the event of a Termination of Employment due to Participant’s death, Disability or Retirement, a pro rata number of Award I RSUs shall become immediately vested and] a pro rata number of Award II RSUs shall remain eligible for vesting, in each case with such pro rata number to be measured by the number of days in the period commencing with the Grant Date and ending on the date of Termination of Employment as compared to the number of days in the period commencing with the Grant Date and ending on the scheduled vesting date, with any fractional unit rounded down to the nearest whole number. The provisions of this Agreement, including those provisions relating to vesting only upon attainment of the Performance Goals, shall continue to apply to such pro rata number of Award II RSUs. The balance of unvested RSUs granted pursuant to this Agreement and not subject to pro rata eligibility for vesting pursuant to this Section 5 shall be forfeited without compensation or other consideration.
(b)Other Termination of Employment. Upon a Participant’s Termination of Employment for reasons other than for death, Disability or Retirement, the Participant shall forfeit to the Company, without compensation or any other consideration, all unvested RSUs that are granted pursuant to this Agreement.
(c)Change in Control. Upon a Change in Control prior to the scheduled vesting date:
(i) if the Participant is employed by the Company or any of its subsidiaries at the time of such Change in Control, 100% of the Participant’s Award I and Award II RSUs shall become immediately vested. As soon as practicable and in any event no later than thirty days following the Change in Control, the Company shall deliver one Share (as may be adjusted under Section 3(c) of the Plan) or its cash equivalent to the Participant for each RSU that vests upon a Change in Control.
(ii) if the Participant’s Termination of Employment occurred due to his or her death, Disability or Retirement prior to the Change in Control, the Company shall deliver one Share (as may be adjusted under Section 3(c) of the Plan) or its cash equivalent to the Participant (or the Participant’s beneficiary) for each RSU that remains eligible for vesting (as prorated pursuant to Section 5(a) above) at the time of the Change in Control as soon as practicable and in any event no later than thirty days following the Change in Control. Notwithstanding the provisions of Sections 5(c)(i) and (ii), if the Change in Control does not constitute a “change in control event” or a “change in ownership or effective control” of the Company for purposes of Section 409A of the Code, then any RSU that is considered “deferred compensation” for purposes of Section 409A of the Code shall be settled as set forth in Section 3 above.
6. Tax Provision.
No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to the RSUs, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company shall settle the Participant’s withholding obligations with Shares that are part of the RSU that gives rise to the withholding requirement, having a Fair Market Value (as defined in the Plan) on the date of withholding equal to the minimum amount required to be withheld for tax purposes, all in accordance with such procedures as the Committee may establish from time to time. The obligations of the Company shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.
7. Special Incentive Compensation.
The Participant agrees that the award of the RSUs under the Agreement is special incentive compensation and that it, as well as any dividend equivalents paid thereon (even if treated as compensation for tax purposes) and any other property received on account of such RSUs will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.
8. Compensation Committee Certification.
Notwithstanding any other provision of this Agreement to the contrary, no portion of a vested Award II RSU shall be paid until the Committee has certified that the respective Performance Goals as well as any other material terms of the Plan and this Agreement have been satisfied. To the extent that the foregoing requirement is not satisfied, no portion of Award II RSU shall be paid.
9. Relationship to the Plan.
This Agreement is subject to the terms of the Plan, which are hereby incorporated into this Agreement in their entirety, and any related administrative policies or procedures adopted by the Company. If there is any inconsistency between this Agreement and the Plan or any such administrative policies or procedures, the Plan and the policies or procedures, in that order, shall govern. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
10. No Effect on Employment Relationship.
Neither this Agreement, nor the Plan, shall constitute a contract of employment, and shall not confer upon any employee any right to continued employment or service, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee or service of any independent contractor, at any time.
11. Transferability; Binding Effect.
The RSUs may not be sold, exchanged, transferred, pledged, hypothecated, assigned, disposed of or otherwise encumbered, whether voluntarily, involuntarily or by operation of law. Any attempted sale, exchange, transfer, pledge, hypothecation, assignment, disposition or encumbrance of such RSUs in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records. Further, the rights of the Participant under this Agreement shall not be transferable except by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the Company and their respective heirs, legal representatives and successors.
12. Amendment.
No amendment, modification, waiver or release of or under this Agreement will be effective unless evidenced by an instrument in writing signed by each of the Company and the Participant (except to the extent this Agreement may be unilaterally amended by the Committee pursuant to the Plan).
13. Governing Law.
The Plan, this Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with federal law and the laws of the State of Ohio, without reference to principles of conflict of laws. The captions herein are not part of the provisions hereof and shall have no force or effect.
14. Addendum.
Notwithstanding any provisions of the Agreement to the contrary, the Agreement and the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (or country of employment, if different), as are set forth in the applicable addendum to the Agreement (“Addendum”).
15. Data Privacy
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Company and its subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company or its subsidiaries may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or a subsidiary, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred an outside broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company or any outside broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment with the Company or a subsidiary will not be affected. The only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
Finally, upon request by the Company or a subsidiary, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the subsidiary may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future.
The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the subsidiary and may forfeit outstanding RSUs granted under the Plan.
16. Section 409A of the Code.
This Agreement and RSUs granted hereunder are intended to comply with the requirements of Section 409A of the Code (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement or the Plan, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company, its directors, officers or employees be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.
Notwithstanding any other provision of this Agreement, if at the time of the Participant’s termination of employment, he or she is a “specified employee”, determined in accordance with Section 409A, any payments or distribution of Shares provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to the Participant on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Participant’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments or distributions that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
Preformed Line Products Company Participant
By: __________________________ __________________________
Robert G. Ruhlman Andrew Klaus
Executive Chairman
Date: _______________________ Date: _____________________
EX-10.5
3
plpc-xex105xstockoptionawa.htm
EX-10.5
Document
PREFORMED LINE PRODUCTS COMPANY
2016 INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (“Agreement”) is [DATE] (being the grant date of this stock option award), between Preformed Line Products Company, an Ohio corporation (“Company”), and [NAME] (“Holder”).
WHEREAS, the Company maintains the Preformed Line Products 2016 Incentive Plan (the “Plan”) for the purpose of (i) motivating key personnel by means of incentive compensation, (ii) furthering the identity of interests of Holders with those of the stockholders of the Company through ownership and performance of the common stock of the Company (“Shares”), and (iii) permitting the Company to attract and retain key personnel and directors whose judgment is important to the successful conduct of the business of the Company; and
WHEREAS, pursuant to the terms of the Plan, the Compensation Committee (“Committee”) may grant stock options to key personnel of the Company and its subsidiaries and non-employee directors of the Company; and
WHEREAS, pursuant to the terms of the Plan, the terms, conditions and restrictions of each stock option award are to be set forth in an award agreement; and
WHEREAS, the Board of Directors has determined that it is appropriate to grant Holder an award under the Plan on the terms, conditions and restrictions provided in this Agreement.
NOW, THEREFORE, the Company and the Holder agree as follows:
1.Award of Stock Options
Subject to the terms, conditions and restrictions set forth in this Agreement and the Plan, the Company hereby grants to the Holder, for One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, the right to purchase at the option of the Holder, an aggregate of 7,500 shares of Common Stock, $2 par value, of the Company (the “Shares”), at [PRICE] per Share. The options awarded hereunder are Incentive Stock Options.
2.Vesting
None of the Shares subject hereto may be purchased during the first twelve-month period from and after the date hereof, except as provided in Section 3. Thereafter, the Shares may be purchased in the amounts and subject to the vesting schedule set forth below and the provisions of Section 3:
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3.Method of Exercise
Vested Options may be exercised in blocks of 10 or more Shares after the Vesting Date and prior to a date ten (10) years from the date hereof, but not thereafter, by giving written notice of exercise to the Company, specifying the number of Shares as to which the option is being exercised, and which contains a representation that such Shares are not being acquired with a view toward resale or distribution and will not be sold or otherwise transferred except in compliance with applicable law. In
the case of the exercise of an option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) by certified or bank check or such other instrument or method as the Company may accept. If approved by the Committee, payment of the exercise price, in full or in part, may also be made as follows:
(i)Payments may be made in the form of previously acquired unrestricted Shares that have been held for a period of more than six (6) months (by delivery of such Shares or by attestation) or the same class as the Common Stock subject to the Option (with their value based on the Fair Market Value of the Common Stock on the date the option is exercised).
(ii)To the extent permitted by applicable law and the Committee, payments may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms.
(iii)Payment may be made by instructing the Company to withhold a number of shares of Common Stock having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the Option is exercised) equal: (A) the exercise price, multiplied by (B) the number of shares in respect of which the Option shall have been exercised.
4.Delivery
No Shares shall be delivered pursuant hereto until the exercise price therefore has been fully paid and applicable taxes have been withheld, to the extent necessary. The Holder shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is subject to the Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the Holder (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 3, and (iii) has paid in full for such Shares.
5.Nontransferability of Options
No Option hereunder shall be transferable by a Holder other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Holder’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. Subject to the terms of the Plan, any Option shall be exercisable only by the applicable Holder or his or her guardian or legal representative, or any person to whom such Option is permissibly transferred pursuant to this Section 5.
6.Special Rules for Incentive Stock Options
Notwithstanding anything in this Plan to the contrary, Incentive Stock Options shall be subject to the following rules:
(i)No Holder may be granted an Incentive Stock Option if, at the time of the Award, he or she owns (after application of the rules in Section 424(d) of the Code) equity securities possessing more than 10% of the total combined voting power of all classes of equity securities of the Company or any Subsidiary unless: (A) the exercise price is at least 110%
of the Fair Market Value of the underlying Shares as of the Grant Date; and (B) the Incentive Stock Option is not exercisable on or after the fifth anniversary of the Grant Date.
(ii)The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a grantee during any calendar year (under this Plan or any other plan adopted by the Company or any Subsidiary) shall not exceed $100,000. If such aggregate Fair Market Value exceeds $100,000, such number of Incentive Stock Options with an aggregate Fair Market Value equal to the amount in excess of $100,000 shall be treated as Nonqualified Options.
(iii)Incentive Stock Options may only be granted to employees of the Company or a Subsidiary. A Termination of Employment shall not occur unless and until an employee ceases employment with the Company and all Subsidiaries.
(iv)The foregoing provisions are designed to comply with the requirements of Section 422 of the Code snd shall be automatically amended or modified to comply with amendments or modifications to Section 422 or any successor provisions. Any Incentive Stock Option which fails to comply with Section 422 of the Code is automatically treated as a Nonqualified Option appropriately granted under this Plan provided that it otherwise meets the Plan’s requirements for Nonqualified Options.
7.Termination of Employment
A Holder’s Options shall be forfeited in their entirety upon his or her Termination of Employment, except as set forth below:
(i)Upon a Holder’s Termination of Employment for any reason other than death, Disability or Retirement, any Option held by the Holder that was exercisable immediately before the Termination of Employment may be exercised until the earlier of (A) the 90th day following such Termination of Employment and (B) the last day of the Term thereof;
(ii)Upon a Holder’s death, any Option held by the Holder shall vest and be exercisable until the earlier of (A) the first anniversary of the date of death and (B) the last day of the Term thereof;
(iii)Upon a Holder’s Termination of Employment by reason of Disability, any Option held by the Holder shall vest and be exercisable until the earlier of (A) the first anniversary of the date of Disability and (B) the last day of the Term thereof; and
(iv)Upon a Holder’s Termination of Employment due to Retirement, any Incentive Stock Option held by the Holder shall vest and be exercisable until the earlier of (A) the 90th day following such Termination of Employment and (B) the last day of the Term thereof, and any Nonqualified Option held by the Holder shall vest and be exercisable until the earlier of (A) the fifth anniversary of such Termination of Employment and (B) the last day of the Term hereof.
Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to establish different rules concerning the consequences of a Termination of Employment, in an applicable Award Agreement.
8.Relationship to the Plan
This Agreement is subject to the terms of the Plan and any related administrative policies or procedures adopted by the Company. If there is any inconsistency between this Agreement and the
Plan or any such administrative policies or procedures, the Plan and the policies or procedures, in that order, shall govern.
9.No Effect on Employment Relationship
Neither this Agreement, nor the Plan, shall constitute a contract of employment, and shall not confer upon any employee any right to continued employment or service, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee or service of any independent contractor at any time.
10.Transferability: Binding Effect
The rights of the Holder under this Agreement shall not be transferable except, in the event of death, by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Holder and the Company and their respective heirs, legal representatives, successors and assigns.
11.Amendment
No amendment, modification, waiver or release of or under this Agreement will be effective unless evidenced by an instrument in writing signed by each of the Company and the Holder.
12.Governing Law
This Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with federal law and the laws of the State of Ohio, without reference to principles of conflict of laws. The captions herein are not part of the provisions hereof and shall have no force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Preformed Line Products Company Holder
____________________________________________ ______________________________________________
By: By:
____________________________________________ ______________________________________________
Title: Date:
____________________________________________
Date:
EX-10.6
4
plpc-xex106x2025incentivep.htm
EX-10.6
Document
PREFORMED LINE PRODUCTS COMPANY
2025 INCENTIVE PLAN
Section 1.Purpose; Definitions
The purpose of this Plan is to give the Company and its Subsidiaries a competitive advantage in attracting, retaining and motivating officers, employees, directors, and consultants and to incentivize those individuals to increase shareholder value through incentives directly linked to the Company’s performance. Certain capitalized terms are defined in the first section in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:
“Applicable Exchange” means The Nasdaq Stock Market or such securities exchange as at the applicable time is the principal market for the Common Stock.
“Award” means an Option, Restricted Stock, RSU, Stock Appreciation Right, or other Stock Award, granted pursuant to the terms of this Plan.
“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award.
“Board” means the Board of Directors of the Company.
“Cause” means, unless otherwise provided in an Award Agreement, (i) conviction of the Participant for committing a felony under federal law or the law of the state in which such action (or failure to act) occurred, (ii) dishonesty in the course of fulfilling the Participant’s Company (and Company-related) employment duties, (iii) failure on the part of the Participant to perform such Participant’s Company (and Company-related) duties in any material respect, (iv) a material violation by the Participant of the Company’s ethics and compliance program.
“Change in Control” has the meaning set forth in Section 7(b).
“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the United States Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor section.
“Commission” means the Securities and Exchange Commission, or any successor agency.
“Committee” has the meaning set forth in Section 2(a).
“Common Stock” means common share, par value $2 per share, of the Company.
“Company” means Preformed Line Products Company, an Ohio corporation, and any other entity that succeeds to that company’s rights and obligations hereunder, whether by law or by contract.
“Consultant” means an individual providing personal services to the Company or any one or more of its Subsidiaries (or all of them) while classified for federal tax purposes as an independent contractor, so long as such individual (i) provides bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Commission for registration of securities on Form S-8 under the Securities Act of 1933, as amended, and any successor thereto.
“Conversion Awards” has the meaning set forth in Section 3(c)(iii).
“Disability” means any illness or other physical or mental condition of a Participant that renders the Participant incapable of performing his usual and customary duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and likely to be continuous in nature. The Committee may require such medical or other evidence as it deems necessary to determine the nature and permanency of the Participant’s condition. Notwithstanding the standard described in the preceding two sentences, Disability shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code when used with respect to an Incentive Stock Option and, if and to the extent required to avoid adverse taxation under Section 409A of the Code, “disability” within the meaning of Section 409A of the Code.
“Disaffiliation” means a Subsidiary’s ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary) or a sale of a division of the Company and its Subsidiary.
“Eligible Individual” means an individual who is either a director, officer or employee of the Company or any of its Subsidiaries, or a Consultant, and shall specifically include any individual who has accepted an offer of employment from the Company or any one of its Subsidiaries.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
“Fair Market Value” means, unless otherwise specified by the Committee in an Award Agreement, the closing price of a share of Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by application of a reasonable valuation method by the Committee. Without limiting the generality of the preceding two sentences, where necessary to ensure that a given Award is exempt from and not subject to the provisions of Section 409A of the Code, “Fair Market Value” shall be determined in a manner consistent with the definition of “fair market value” found in Section 409A of the Code and related regulations; and where necessary to ensure that a given Award consisting in whole or in part of Incentive Stock Options satisfies the criteria for granting such Options, “Fair Market Value” shall be determined in a manner consistent with the definition of “fair market value” found in Sections 422 and 424 of the Code and related regulations.
“Grant Date” means the date on which the Board or Committee, or the Committee’s delegate as permitted hereby, adopts a resolution, or takes other appropriate and definitive action, expressly granting a given Award to a Participant that specifies the key terms and conditions of such Award or, if a later date is set forth in such resolution, then such date as is set forth in such resolution.
“Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code.
“Nonqualified Option” means any Option that is not an Incentive Stock Option.
“Option” means an Award granted under Section 5.
“Outside Director” means an individual who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and an “independent director” or the like under the Applicable Exchange’s rules (or, in each case, any successor terms or definitions).
“Participant” means an Eligible Individual to whom an Award is or has been granted, but only while such Award remains in effect and has not expired, lapsed, or otherwise been terminated; where the context requires, “Participant” shall be deemed to include such Eligible Individual’s guardian, legal representative or permissible transferee.
“Performance Goals” means any performance goals established by the Committee in connection with the grant of Awards. As determined by the Committee, Performance Goals may be based on the attainment of specified levels of one or more of the following measures: overall sales growth; market share; return on net assets; economic value added; shareholder value added; expense ratio; revenues; revenue growth; earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); earnings per share; operating income; pre- or after-tax income; net income; cash flow (before or after dividends); cash flow per share (before or after dividends); gross margin; operating margin or profit margin; pre- or after-tax return on equity; pre- or after-tax return on capital (including return on total capital or return on invested capital); cash flow return on investment; return on assets or operating assets; stock price appreciation; total shareholder return (measured in terms of stock price appreciation and dividend growth); cost control; gross profit; operating profit; cash generation; stock price; and core non-interest income, or change in working capital with respect to the Company or any one or more Subsidiaries, divisions, business units or business segments of the Company either in absolute terms or relative to the performance of one or more other companies or an index covering multiple companies.
“Plan” means this Preformed Line Products Company 2025 Incentive Plan, as set forth herein and as may be amended from time to time hereafter.
“Prior Plan” means the Preformed Line Products Company 2016 Incentive Plan.
“Restricted Stock” means an Award of restricted Shares granted under Section 6.
“Retirement” means the Participant’s Termination of Employment, under circumstances that the Committee determines, in its sole discretion, are consistent with a retirement, after the earlier of: (i) attainment of age 65; or (ii) attainment of age 50 with at least 15 years of continuous service as an employee of the Company or any one or more Subsidiaries.
“RSU” means an Award granted under Section 6 that is an unsecured and unfunded promise to deliver a Share in the future subject to the terms and conditions specified in the Award Agreement.
“Share” means a share of Common Stock.
“Stock Appreciation Right” means a right to receive cash and/or Shares based on a change in the Fair Market Value of a specific number of Shares granted under Section 6.
“Stock Award” means any Award that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock or the price thereof (including, subject to the limitations set forth in Section 6, grants of unrestricted Common Stock), and that is granted under Section 6.
“Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company; provided, however, that where “Subsidiary” is used with respect to Incentive Stock Options, the term shall be limited to a subsidiary corporation within the meaning of Section 424(f) of the Code.
“Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.
“Termination of Employment” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and its Subsidiaries. Unless otherwise determined by the Committee, (i) if a Participant’s employment with the Company terminates but such Participant continues to provide material services to the Company or one or more of its Subsidiaries in a non-employee capacity, such change in status shall not be deemed a Termination of Employment and (ii) a Participant employed by, or performing services for, a Subsidiary or a division of the Company shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary or division ceases to be a Subsidiary or division, as the case may be, and such Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Subsidiary.
Temporary, short -term absences from the workplace because of illness or vacation, leaves of absence which are approved by the Committee and transfers among the Company and its Subsidiaries shall not be considered Terminations of Employment.
Section 2.Administration
(a)Committee. The Plan shall be administered by the Compensation Committee of the Board, or such other committee of the Board as the Board may from time to time designate (the “Committee”); the Committee in any event shall be composed of not fewer than two Outside Directors and shall be appointed by and serve at the pleasure of the Board. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee shall have the discretionary authority:
(i)to select the Eligible Individuals to whom Awards may from time to time be granted;
(ii)to determine whether and to what extent Incentive Stock Options, Nonqualified Options, Restricted Stock, RSUs, Stock Appreciation Rights, and other Stock Awards, or any combination thereof, are to be granted hereunder;
(iii)to determine the number of Shares to be covered by each Award granted hereunder;
(iv)to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;
(v)subject to Section 9, to modify, amend, or adjust the terms and conditions of any Award;
(vi)to adopt, alter, and repeal such administrative rules, guidelines, and practices governing the Plan as it shall from time to time deem advisable;
(vii)to interpret the terms and provisions of the Plan, Awards, and any related documents;
(viii)to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines;
(ix)to decide all other matters that must be determined in connection with an Award; and
(x)to otherwise administer the Plan.
(b)Procedures.
(i)The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange, and subject to Section 8(a), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.
(ii)Any authority granted to the Committee not required to be exercised exclusively by the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.
(c)Discretion of Committee. Any determination made by the Committee, or by an appropriately designated member or officer pursuant to delegated authority under the provisions of the Plan, with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately designated member or officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals.
(d)Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award.
Section 3.Common Stock Subject to Plan
(a)Plan Maximums. The maximum number of Shares subject to Awards of any type under the Plan shall be 618,859, which is equal to the number of Shares available for future grants as of March 14, 2025 under the Prior Plan, assuming that all outstanding Awards as of that date under the Prior Plan are satisfied at the maximum target, plus 300,000 newly approved Shares. The maximum number of Shares subject to Incentive Stock Options shall be 100,000 Shares. Shares subject to an Award under the Plan may be treasury or authorized and unissued Shares. If any Awards or portions thereof are settled, cancelled, forfeited, or expire without the issuance of Shares, the Shares underlying such Awards or portions thereof, to the extent of such settlement, cancellation, forfeiture, or expiration, shall not count against the foregoing limits and shall be again available for issuance under the Plan. Shares tendered to, or withheld by, the Company in payment of the exercise price of an Option or in satisfaction of tax withholding obligations in connection with any type of Award shall not be considered to have been issued and thus shall be available for future issuance under the Plan. After the Effective Date (as defined in Section 9(a)) Shares that are subject to issuance pursuant to any awards previously granted under the Prior Plan that are settled, cancelled, forfeited, or expire without the issuance of Shares shall be added to the Shares available for issuance pursuant to future grants of Awards under the Plan. Conversion Awards shall not count against the foregoing limits, provided that the settlement, cancellation, forfeiture, or expiration of any Conversion Awards without the issuance of Shares shall not result in the underlying Shares becoming available for grant under the Plan.
(b)Individual Limits. No Participant may be granted Options (whether Incentive Stock Options or Nonqualified Options) or Stock Appreciation Rights covering in excess of 25,000 Shares in the aggregate during any calendar year or other 12-month period, and no Participant may be granted Awards of Restricted Stock, RSUs, or other Stock Awards that are not Stock Appreciation Rights covering in excess of 25,000 Shares in the aggregate during any calendar year or other 12-month period, regardless in each case of whether such Awards are thereafter canceled, forfeited, or terminated.
(c)Corporate Transactions; Capitalization Changes; Conversion Awards.
(i)In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, separation, spinoff, Disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), regardless of whether or not such Corporate Transaction constitutes a Change in Control, the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Awards. In the case of any Corporate Transaction, such adjustments may include, without limitation, (A) the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value, if any, of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option shall conclusively be deemed valid and, if there is no excess, such Options may be cancelled without consideration); (B) the substitution of other property (including, without limitation, cash or other securities of the Company or securities of entities other than the Company) for the Shares subject to outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary or division or by the entity that controls such Subsidiary or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).
(ii)In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, recapitalization, extraordinary dividend of cash or other property, or similar event affecting the capital structure of the Company, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Awards.
(iii)In the event the Company acquires any entity or business, the Committee may grant conversion or substitution awards under the Plan to holders of awards granted under the acquired entity or business’s equity compensation plan to the extent permitted under the listing standards of any Applicable Exchange (“Conversion Awards”).
(d)Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, any substitutions or adjustments made pursuant to Section 3(c) shall be made: (i) in compliance with, or in a manner consistent with exemption from, Section 409A of the Code; and (ii) with respect to Options, in a manner consistent with the relevant rules under Section 424 of the Code.
Section 4. Eligibility
Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company or its Subsidiaries.
Section 5.Options
(a)Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall indicate if an Option is intended to be an Incentive Stock Option.
(b)Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the applicable Award Agreement and shall not be less than the Fair Market Value of a Share on the applicable Grant Date (other than in the case of a Conversion Award). In no event may any Option granted under this Plan be amended, other than pursuant to Section 3(c) and (d), to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new Option with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option, unless such amendment, cancellation, or action is approved by the Company’s shareholders.
(c)Term. The Term of each Option shall be fixed by the Committee but shall not exceed ten (10) years from the applicable Grant Date.
(d)Vesting and Exercisability. Except as otherwise provided herein, Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee, provided that in no event shall the vesting schedule of an Option provide that such Option shall fully vest prior to the first (1st) anniversary of the applicable Grant Date (other than, to the extent provided in the Award Agreement, in the case of death, Disability, Retirement, or Change in Control).
(e)Method of Exercise. Subject to the provisions of this Section 5, Options may be exercised, in whole or in part, at any time during the applicable Term when the Options are vested and exercisable, by giving written notice of exercise to the Company, specifying the number of Shares as to which the Option is being exercised, and complying with such other procedures as the Committee may establish. Such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of Shares multiplied by the applicable exercise price) by certified or bank check or such other instrument or method as the Company may accept. If approved by the Committee, payment of the exercise price, in full or in part, may also be made as follows:
(i)Payment may be made in the form of previously acquired unrestricted Shares that have been held for longer than six (6) months (by delivery of such Shares or by attestation, with their value based on the Fair Market Value of the Common Stock on the date the Option is exercised).
(ii)Payment may be made pursuant a broker-assisted sale and remittance program acceptable to the Committee and in compliance with applicable law.
(iii)Payment may be made by instructing the Company to withhold a number of shares of Common Stock having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the Option is exercised) equal to: (A) the exercise price, multiplied by (B) the number of Shares in respect of which the Option shall have been exercised.
(f)Delivery. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld, to the extent necessary.
(g)Nontransferability of Options. No Option shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option, if and to the extent expressly permitted by the Committee, pursuant to a transfer to such Participant’s “family member” as defined in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. Subject to the terms of the Plan, any Option shall be exercisable only by the applicable Participant or his or her guardian or legal representative, or any person to whom such Option is permissibly transferred pursuant to this Section 5(g);
(h)Termination of Employment. A Participant’s unvested Options shall be forfeited in their entirety upon his or her Termination of Employment, unless accelerated in connection with such Termination of Employment as provided in the Award Agreement or as determined by the Committee. With respect to vested Options:
(i)Upon a Participant’s Termination of Employment for any reason other than death, Disability or Retirement or for Cause, any Option held by the Participant that was vested and exercisable immediately before the Termination of Employment shall be exercisable until the earlier of (A) three (3) months following such Termination of Employment, or (B) the last day of the Term thereof;
(ii)Upon a Participant’s death, any Option held by the Participant that was vested and exercisable immediately prior to such Participant’s death shall be exercisable until the earlier of (A) the first (1st) anniversary of the date of death, or (B) the last day of the Term thereof;
(iii)Upon a Participant’s Termination of Employment by reason of Disability, any Option held by the Participant that was vested and exercisable immediately before the Termination of Employment shall be exercisable until the earlier of (A) the first (1st) anniversary of such date of Disability, or (B) the last day of the Term thereof;
(iv)Upon a Participant’s Termination of Employment due to Retirement, any Incentive Stock Option held by the Participant that was vested and exercisable immediately before the Termination of Employment shall be exercisable until the earlier of (A) three (3) months following such Termination of Employment and (B) the last day of the Term thereof, and any Nonqualified Option held by such Participant that was vested and exercisable immediately before the Termination of Employment shall be exercisable until the earlier of (A) the fifth (5th) anniversary of such Termination of Employment, or (B) the last day of the Term thereof; and
(v)Upon a Participant’s Termination of Employment for Cause, any Options held by the Participant at the time of Termination of Employment, whether vested or not, shall be forfeited in their entirety.
Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to establish different rules concerning the consequences of a Termination of Employment in an applicable Award Agreement.
(i)Special Rules for Incentive Stock Options. Notwithstanding anything in this Plan to the contrary, Incentive Stock Options shall be subject to the following additional rules and restrictions:
(i)No Participant may be granted an Incentive Stock Option if, at the time of the Award, he or she owns (after application of the rules in Section 424(d) of the Code) equity securities possessing more than 10% of the total combined voting power of all classes of equity securities of the Company or any Subsidiary unless: (A) the exercise price is at least 110% of the Fair Market Value of the underlying Shares as of the Grant Date; and (B) the Incentive Stock Option is not exercisable on or after the fifth (5th) anniversary of the Grant Date.
(ii)The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a grantee during any calendar year (under this Plan or any other plan adopted by the Company or any Subsidiary) shall not exceed $100,000. If such aggregate Fair Market Value exceeds $100,000, such number of Incentive Stock Options with an aggregate Fair Market Value equal to the amount in excess of $100,000 shall be treated as Nonqualified Options.
(iii)Incentive Stock Options may only be granted to employees of the Company or a Subsidiary. A Termination of Employment shall not occur unless and until an employee ceases employment with the Company and all Subsidiaries.
(iv)The foregoing provisions are designed to comply with the requirements of Section 422 of the Code and shall be automatically amended or modified to comply with amendments or modifications to Section 422 or any successor provisions. Any Incentive Stock Option which fails to comply with Section 422 of the Code is automatically treated as a Nonqualified Option appropriately granted under this Plan, provided that it otherwise meets the Plan’s requirements for Nonqualified Options.
(v)No Incentive Stock Option shall be granted on or after the tenth (10th) anniversary of the date this Plan was adopted by the Board.
Section 6.Stock Awards
(a)Nature of Stock Awards. Stock Awards may be granted under the Plan on such terms and conditions as the Committee may determine and may be settled in Shares, property, or cash, or a combination thereof, as determined by the Committee.
(i)Share Awards. Shares of unrestricted Common Stock or Restricted Stock are actual Shares issued to a Participant, which, as appropriate, are subject to stated restrictions on transferability and subject to forfeiture and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any book-entry registration or certificate issued in respect of Shares subject to a Stock Award shall be registered in the name of the applicable Participant and shall bear an appropriate legend or restriction referring to the terms, conditions, and restrictions applicable to such Award, in such form as the Committee may prescribe. The Committee may require that certificates evidencing such Shares be held in escrow by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Stock Award, the applicable Participant shall have delivered one or more stock powers, endorsed in blank and in such form as the Committee may prescribe, relating to the Common Stock covered by such Award.
(ii)RSUs. RSUs are not actual Shares issued to a Participant but are unsecured and unfunded promises to deliver a Share in the future, subject to the terms and conditions specified in the Award Agreement and shall be evidenced by the Award Agreement and in such other manner as the Committee may deem appropriate.
(iii)Stock Appreciation Rights. If the Committee grants a Stock Award that constitutes a Stock Appreciation Right or similar award the value of which is determined based on the increase, if any, in the Company’s Share price over the Term of the Award, then such Stock Appreciation Right shall have a grant price that is not less than the Fair Market Value of a Share on the applicable Grant Date (other than in the case of a Conversion Award) and shall have a Term not exceeding ten (10) years.
(b)Terms and Conditions. Stock Awards shall be subject to the following terms and conditions:
(i)Vesting. The Committee shall, prior to or at the time of grant, condition the vesting of a Stock Award that is not an Award of unrestricted Common Stock upon: (A) the continued service of the applicable Participant for a prescribed period or periods, (B) attainment of Performance Goals, or (C) both. Subject to the provisions of the Plan and the applicable Award Agreement, during the period vesting restrictions apply (the “Restriction Period”), the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber any Stock Award, and any purported sale, assignment, transfer, pledge, or encumbrance shall be null and void.
(ii)Minimum Vesting. Notwithstanding any other provision of the Plan to the contrary, Stock Awards granted under the Plan shall vest no earlier than the first (1st) anniversary of the applicable Grant Date; provided, that the following Stock Awards shall not be subject to the foregoing minimum vesting requirement: (A) Conversion Awards; (B) Shares delivered in lieu of fully vested cash obligations; and (C) any additional Stock Awards the Committee may grant, up to a maximum of five percent (5%) of the available Share reserve authorized for issuance under the Plan pursuant to Section 3 (subject to adjustment under Section 3(c)); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of Retirement, death, Disability, or a Change in Control, in the terms of the Award Agreement or otherwise.
(iii)Rights as a Shareholder. Except as provided in this Section 6 and the applicable Award Agreement, Participants who receive Awards of Restricted Stock and unrestricted Common Stock shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Stock Award, including, if applicable, the right to vote the Shares. In accordance with Section 11(d), holders of RSUs and Stock Appreciation Rights shall not have any of the rights of a holder with respect to any Shares subject to such Award unless and until such Shares are issued to the Participant. Unless otherwise determined by the Committee in the applicable Award Agreement or otherwise to comply with applicable law, an Award of Restricted Stock or RSUs may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding Shares (“Dividend Equivalents”) during the Restriction Period and until, in the case of RSUs, Shares are issued to the Participant in settlement of the RSUs. Dividend Equivalents may be settled in cash and/or Shares, as provided in the Award agreement, and shall be subject to the same restrictions on transfer and forfeitability as the Restricted Stock or RSUs with respect to which paid. For the avoidance of doubt, no holder of an Option shall be entitled to Dividend Equivalents.
(iv)Issuance of Shares. If and when all applicable Performance Goals have been satisfied and the Restriction Period has expired without a prior forfeiture of the Stock Award, unlegended certificates (i.e., bearing only those legends which may appear on Common Stock certificates generally) or unrestricted book-entry registrations for such Shares shall be issued to Participant. Subject to Section 11(a), RSUs will be settled by issuance of Shares as soon as practicable following the time if and when all applicable Performance Goals have been satisfied and the Restriction Period has expired without prior forfeiture.
Section 7.Change in Control Provisions
(a)Impact of Event. In the event of a Change in Control (as defined below), except to the extent the Committee specifically provides otherwise in an Award Agreement or, in its discretion as provided in Section 3(c), grants or authorizes a substitute award, immediately upon the occurrence of a Change in Control:
(i)any Options outstanding which are not then exercisable and vested shall become fully exercisable and vested;
(ii)any Restricted Stock, RSUs, Stock Appreciation Rights, and other Stock Awards that are subject only to service-based vesting conditions shall become fully vested.
The treatment upon the occurrence of a Change in Control of any Award subject to Performance Goals, whether alone or together with service-based conditions, shall be as provided in the applicable Award Agreement or, if not so provided, determined by the Committee in its discretion.
The Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate, provided that such adjustments and settlements are consistent with the Plan’s purposes and do not result in adverse taxation under Section 409A of the Code and related regulations.
(b)Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean any of the following events:
(i)during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Exchange Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director;
(ii)any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following acquisitions: (A) by the Company or any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by an underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) by a transfer from a family member or from a trust for the benefit of a family member; (F) a transaction (other than one described in (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (F) does not constitute a Change in Control of the Company under this paragraph (ii); or (G) resulting, directly or indirectly, from the sale or sales by members of the family of Barbara P. Ruhlman, including, but not limited to, the lineal descendants of Thomas F. Peterson and their spouses and trusts for the benefit of any of the foregoing, with the prior consent of the Board;
(iii)the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or
(iv)the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.
(c)Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, as determined by the Committee in its sole discretion, this Section 7 shall be applicable only in a manner and to the extent the Committee determines that its application would not trigger adverse tax consequences under Section 409A of the Code and related regulations.
Section 8.Section 16(b); Section 409A
(a)The provisions of this Plan are intended to ensure that no transaction under the Plan be subject to (as opposed to being exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to Section 16(b).
(b)It is the intention of the Company that no Award shall be “nonqualified deferred compensation” subject to Section 409A of the Code, and the Plan and all Award Agreements shall be interpreted and administered accordingly.
Section 9.Term, Amendment and Termination
(a)Effectiveness. The Plan was approved by the Board on February 5, 2025, subject to and contingent upon approval by the shareholders of the Company. The Plan will become effective as of the date of such approval by the Company’s shareholders (the “Effective Date”). Following the Effective Date, no further awards will be made pursuant to the Prior Plan.
(b)Termination. The Plan will terminate on the date immediately preceding the tenth (10th) anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.
(c)Amendment of Plan. The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially and adversely affect the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable rules of law or to avoid adverse taxation, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no amendment shall be made without the approval of the Company’s shareholders (i) to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange, (ii) to the extent such amendment would materially increase the benefits accruing to Participants under the Plan, (iii) to the extent such amendment would increase the number of Shares which may be subject to Awards under the Plan, other than as permitted by Section 3(c), or (iv) to the extent such amendment would materially modify the requirements for participation in the Plan.
(d)Amendment of Awards. Subject to Section 5(b) and the requirements of applicable law, the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without such Participant’s consent, materially and adversely affect the rights of such Participant with respect to such Award, except such an amendment made to cause the Plan or Award to comply with or avoid penalties under applicable law, stock exchange rules or accounting rules.
Section 10.Unfunded Status of Plan
It is intended that the Plan constitute an “unfunded” plan under the Code. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan. Notwithstanding the foregoing, no trust or other funding which shall be transferred or located outside of the United States if the assets would be treated as property transferred in connection with the performance of services for purposes of Section 83 of the Code.
Section 11.General Provisions
(a)Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or Award Agreements made pursuant thereto, the Company shall not be required to issue any Shares or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing, or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares by the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion with the benefit of the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion with the benefit of the advice of counsel, determine to be necessary or advisable.
(b)Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting other or additional compensation arrangements for its employees, officers, directors, or consultants.
(c)No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment or service, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee or the services to be provided by any independent contractor at any time.
(d)No Shareholder Rights. Except as otherwise provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to such Award unless and until such Shares are issued to the Participant.
(e)Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local, or foreign income, employment, or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise provided in an Award Agreement or by the Committee, withholding obligations may be satisfied by withholding or surrendering Shares that are part of the Award that gives rise to the withholding obligation having a Fair Market Value on the date of withholding equal to the amount the Committee determines is necessary to satisfy all applicable tax obligations, all in accordance with such procedures as the Committee establishes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant under this Plan or otherwise. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.
(f)Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom, or to which, any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Participant after his or her death, may be exercised.
(g)Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, enlist the assistance of such Subsidiary with the administration of such Award pursuant to the provisions of the Plan.
(h)Governing Law and Interpretation. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with federal law and the laws of the State of Ohio, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.
(i)Non-Transferability. Except as otherwise provided in Section 5(g) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.
(j)Foreign Employees and Foreign Law Considerations. Notwithstanding anything in this Plan to the contrary, the Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.
(k)Forfeiture; Recoupment. The Committee hereby reserves the right to repayment or recovery of any Award, including any Shares subject to or issued under any Award or the value received pursuant to any Award, as appropriate, notwithstanding any contrary provision of the Plan, in accordance with any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time or as required by any applicable law or regulation or the standards of any Applicable Exchange. The Committee may also specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant, a termination of the Participant’s employment for Cause or other conduct by the Participant that is materially detrimental to the business or reputation of the Company.
EX-10.7
5
plpc-10kxex107x2025rsuaward.htm
EX-10.7
Document
PREFORMED LINE PRODUCTS COMPANY
2025 INCENTIVE PLAN
RSU AWARD AGREEMENT
THIS RSU AWARD AGREEMENT (“Agreement”) is dated as of [DATE] (the “Grant Date”), between Preformed Line Products Company, an Ohio corporation (“Company”), and [NAME] (“Participant”).
WHEREAS, pursuant to the terms of the Preformed Line Products Company 2025 Incentive Plan (“Plan”), the Compensation Committee of the Board of Directors (“the “Committee”) may grant restricted stock units (“RSUs”) to directors, officers, employees and consultants of the Company and its subsidiaries; and
WHEREAS, pursuant to the terms of the Plan, the terms, conditions and restrictions of each RSU award are to be set forth in an Award Agreement; and
WHEREAS, the Committee has determined that it is appropriate to grant Participant a RSU award (as comprised of two separate mutually exclusive parts, Award I and Award II, as set forth below) under the Plan on the terms, conditions and restrictions provided in this Agreement and the Plan, and Participant accepts such Award.
NOW, THEREFORE, the Company and the Participant agree as follows:
1.Award and Acceptance of RSUs.
Subject to the terms, conditions and restrictions set forth in this Agreement and the Plan, the Company hereby grants to the Participant [X] RSUs. Each RSU gives the Participant the right to receive one Share subject to the satisfaction of the vesting requirements set forth in this Agreement.
The RSUs are granted in accordance with, and subject to, all the terms, conditions and restrictions of the Plan. The Participant irrevocably agrees to, and accepts, the terms, conditions and restrictions of the Plan and this Agreement on his or her own behalf and on behalf of any beneficiaries, heirs, legatees and successors.
2.Vesting.
Unless earlier accelerated or forfeited in accordance with this Agreement and the Plan, the RSUs will vest, if at all, according to the schedules and Performance Goals set forth below. The RSUs shall vest, if at all, in the amounts and on the date(s) (each, a “Vesting Date”) set forth below:
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Maximum Number of Shares Distributable |
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December 31, 202X |
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| Award II |
December 31, 202X |
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Award I is subject to the Participant not experiencing a Termination of Employment prior to the Vesting Date, except as otherwise provided in Section 5 below. Award II is subject to, except as otherwise provided in Section 5 below, the Participant not experiencing a Termination of Employment prior to the Vesting Date and the achievement of the Performance Goals listed below over the performance period commencing on the Grant Date and ending on the Vesting Date. Satisfaction of Performance Goals is based on the simple average, with interpolation between this minimum and maximum Performance Goals, of the three individual performance periods measured year over year:
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GROWTH IN PRETAX
INCOME
(CAGR)
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50% |
75% |
100% |
37.5% |
50% |
75% |
25% |
37.5% |
50% |
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SALES GROWTH
(CAGR)
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3.Settlement.
Except as provided in Section 5(c) below and subject to the Plan, the Company shall distribute to the Participant one Share for each RSU that vests as soon as practicable following the Vesting Date and, in any event, no later than March 15th of the year following the Vesting Date; provided that any fractional Shares deliverable to the Participant shall be rounded down to the next whole number. For purposes of the settlement of RSUs under this Agreement, the Fair Market Value of a Share on the Vesting Date is the closing price of a Share on the day prior to the Vesting Date or the thirty-day average price, as determined by the Committee. Nothing herein precludes the Company from distributing Shares net of the Participant’s tax obligations, provided the total amount distributed equals the value of the RSUs that vest.
The RSUs include a right to Dividend Equivalents equal to the value of any dividends paid on the Shares for which the dividend record date occurs between the Grant Date and the date on which the RSUs are settled or forfeited. Subject to vesting, each Dividend Equivalent entitles the Participant to receive the equivalent cash value of any such dividends paid on the number of Shares underlying the RSUs that are outstanding during such period. Dividend Equivalents will be accrued (without interest) and will be subject to the same conditions as the RSUs to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the RSUs.
4.Recordkeeping.
The Company shall record the RSUs on its books and records. No Shares shall be registered in the name of the Participant unless and until the Shares are distributed to Participant in accordance with Section 3 hereof.
5.Termination of Employment; Change in Control.
Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply in the event of a Termination of Employment or Change in Control:
(a)Retirement, Death, Disability. In the event of a Termination of Employment due to Participant’s death, Disability or Retirement prior to the Vesting Date, a pro rata number of Award I RSUs shall become immediately vested and a pro rata number of Award II RSUs shall remain eligible for vesting in accordance with the Performance Goals set forth in Section 2, in each case with such pro rata number to be measured by the number of days in the period commencing with the Grant Date and ending on the date of Termination of Employment as compared to the number of days in the period commencing with the Grant Date and ending on the scheduled Vesting Date, with any fractional Share rounded down to the nearest whole number. The provisions of this Agreement, including those provisions relating to vesting only upon attainment of the Performance Goals, shall continue to apply to such pro rata number of Award II RSUs. The balance of unvested RSUs granted pursuant to this Agreement and not subject to pro rata eligibility for vesting pursuant to this Section 5(a) shall be forfeited without compensation or other consideration.
(b)Other Termination of Employment. Upon a Participant’s Termination of Employment for reasons other than for death, Disability or Retirement, the Participant shall forfeit to the Company, without compensation or any other consideration, all unvested RSUs that are granted pursuant to this Agreement.
(c)Change in Control. Upon a Change in Control prior to the scheduled vesting date:
(i)If the Participant is employed by or otherwise performing services for the Company or any Subsidiary at the time of such Change in Control, 100% of the Participant’s Award I and Award II RSUs shall become immediately vested. As soon as practicable and in any event no later than thirty days following the Change in Control, the Company shall deliver one Share (as may be adjusted under Section 3(c) of the Plan) to the Participant for each RSU that vests upon a Change in Control.
(ii)If the Participant’s Termination of Employment occurred due to his or her death, Disability or Retirement within ninety days prior to the Change in Control, the Company shall deliver one Share (as may be adjusted under Section 3(c) of the Plan) to the Participant (or the Participant’s beneficiary) for each RSU that remains eligible for vesting (as prorated pursuant to Section 5(a) above) at the time of the Change in Control as soon as practicable and in any event no later than thirty days following the Change in Control.
Notwithstanding the provisions of Sections 5(c)(i) and (ii), to the extent necessary to comply with Section 409A of the Code, if the Change in Control does not constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company under Treasury Regulation 1.409A-3(i)(5), then the applicable RSUs shall be settled in accordance with the general timing as set forth in Section 3 above.
6.Tax Provision.
No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local, or foreign income, employment, or other tax purposes with respect to the RSUs, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. The Committee may determine that the Company shall satisfy any such applicable tax obligation by settling the Participant’s withholding obligations with Shares underlying the RSUs that give rise to the withholding requirement having a Fair Market Value on the date of withholding equal to the amount that is determined by the Committee to satisfy all applicable withholding for tax purposes, all in accordance with such procedures as the Committee may establish from time to time. The obligations of the Company shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.
7.Special Incentive Compensation.
The Participant agrees that the award of the RSUs under the Agreement is special incentive compensation and that it, as well as any Dividend Equivalents paid thereon (even if treated as compensation for tax purposes) and any other property received on account of such RSUs, will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement, or profit-sharing plan of the Company or any life insurance, disability, or other benefit plan of the Company.
8.Compensation Committee Certification.
Notwithstanding any other provision of this Agreement to the contrary, no portion of a vested Award II RSU shall be paid until the Committee has certified that the respective Performance Goals as well as any other material terms of the Plan and this Agreement have been satisfied. To the extent that the foregoing requirement is not satisfied, no portion of Award II RSU shall be paid. Notwithstanding the certification requirement under this Section 8, Award II RSUs that are determined by the Committee to be vested shall be settled no later than March 15th of the year following the Vesting Date.
9.Relationship to the Plan.
This Agreement is subject to the terms of the Plan, which are hereby incorporated into this Agreement in their entirety, and any related administrative policies or procedures adopted by the Committee. If there is any inconsistency between this Agreement and the Plan or any such administrative policies or procedures, this Agreement shall govern, followed by the Plan and the policies or procedures, in that order. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
10.No Effect on Employment Relationship.
Neither this Agreement nor the Plan, shall constitute a contract of employment, and shall not confer upon any individual any right to continued employment or service, nor shall they interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee or service of any Consultant, at any time.
11.Transferability; Binding Effect.
The RSUs may not be sold, exchanged, transferred, pledged, hypothecated, assigned, disposed of or otherwise encumbered, whether voluntarily, involuntarily or by operation of law. Any attempted sale, exchange, transfer, pledge, hypothecation, assignment, disposition or encumbrance of such RSUs in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records. Further, the rights of the Participant under this Agreement shall not be transferable except by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the Company and their respective heirs, legal representatives and successors.
12.Amendment.
No amendment, modification, waiver or release of or under this Agreement will be effective unless evidenced by an instrument in writing signed by each of the Company and the Participant (except to the extent this Agreement may be unilaterally amended by the Committee pursuant to the Plan).
13.Governing Law.
The Plan, this Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with federal law and the laws of the State of Ohio, without reference to principles of conflict of laws. The captions herein are not part of the provisions hereof and shall have no force or effect.
14.Addendum.
Notwithstanding any provisions of the Agreement to the contrary, the Agreement and the RSUs shall be subject to any special terms and conditions applicable to the Participant’s country of residence (or country of employment, if different), as are set forth in the applicable addendum to the Agreement (“Addendum”).
15.Data Privacy
The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Company and its subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company or its subsidiaries may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or a subsidiary, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred an outside broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company or any outside broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment with the Company or a subsidiary will not be affected. The only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
Finally, upon request by the Company or a subsidiary, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the subsidiary may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the subsidiary and may forfeit outstanding RSUs granted under the Plan.
16.Section 409A of the Code.
This Agreement and RSUs granted hereunder are intended to comply with the requirements of Section 409A of the Code, including the exceptions thereto, and shall be construed and administered in accordance with such intent.
Notwithstanding any other provision of this Agreement or the Plan, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be exempt from Section 409A of the Code to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company, its directors, officers, or employees be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
Notwithstanding any other provision of this Agreement, if at the time of the Participant’s Termination of Employment, he or she is a “specified employee”, determined in accordance with Section 409A of the Code, any payments or distribution of Shares provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A of the Code that are provided to the Participant on account of his Termination of Employment shall not be paid until the first payroll date to occur following the six-month anniversary of the effective date of the Participant’s Termination of Employment (“Specified Employee Payment Date”). The aggregate amount of any payments or distributions that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
Preformed Line Products Company Participant
By: __________________________ __________________________
Robert G. Ruhlman [NAME]
Executive Chairman
Date: _______________________ Date: _____________________
EX-10.8
6
plpc-xex108xstockoptionawa.htm
EX-10.8
Document
PREFORMED LINE PRODUCTS COMPANY
2025 INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (“Agreement”) is [DATE] (being the grant date of this stock option award), between Preformed Line Products Company, an Ohio corporation (“Company”), and [NAME] (“Holder”).
WHEREAS, the Company maintains the Preformed Line Products 2025 Incentive Plan (the “2025 Plan”) for the purpose of (i) motivating key personnel by means of incentive compensation, (ii) furthering the identity of interests of Holders with those of the stockholders of the Company through ownership and performance of the common stock of the Company (“Shares”), and (iii) permitting the Company to attract and retain key personnel and directors whose judgment is important to the successful conduct of the business of the Company; and
WHEREAS, pursuant to the terms of the Plan, the Compensation Committee (“Committee”) may grant stock options to key personnel of the Company and its subsidiaries and non-employee directors of the Company; and
WHEREAS, pursuant to the terms of the Plan, the terms, conditions and restrictions of each stock option award are to be set forth in an award agreement; and
WHEREAS, the Board of Directors has determined that it is appropriate to grant Holder an award under the Plan on the terms, conditions and restrictions provided in this Agreement.
NOW, THEREFORE, the Company and the Holder agree as follows:
1.Award of Stock Options
Subject to the terms, conditions and restrictions set forth in this Agreement and the Plan, the Company hereby grants to the Holder, for One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, the right to purchase at the option of the Holder, an aggregate of 7,500 shares of Common Stock, $2 par value, of the Company (the “Shares”), at [PRICE] per Share. The options awarded hereunder are Incentive Stock Options.
2.Vesting
None of the Shares subject hereto may be purchased during the first twelve-month period from and after the date hereof, except as provided in Section 3. Thereafter, the Shares may be purchased in the amounts and subject to the vesting schedule set forth below and the provisions of Section 3:
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| Vesting Date |
Number of Shares |
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3.Method of Exercise
Vested Options may be exercised in blocks of 10 or more Shares after the Vesting Date and prior to a date ten (10) years from the date hereof, but not thereafter, by giving written notice of exercise to the Company, specifying the number of Shares as to which the option is being exercised, and which contains a representation that such Shares are not being acquired with a view toward resale or distribution and will not be sold or otherwise transferred except in compliance with applicable law. In
the case of the exercise of an option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) by certified or bank check or such other instrument or method as the Company may accept. If approved by the Committee, payment of the exercise price, in full or in part, may also be made as follows:
(i)Payments may be made in the form of previously acquired unrestricted Shares that have been held for a period of more than six (6) months (by delivery of such Shares or by attestation) or the same class as the Common Stock subject to the Option (with their value based on the Fair Market Value of the Common Stock on the date the option is exercised).
(ii)To the extent permitted by applicable law and the Committee, payments may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms.
(iii)Payment may be made by instructing the Company to withhold a number of shares of Common Stock having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the Option is exercised) equal: (A) the exercise price, multiplied by (B) the number of shares in respect of which the Option shall have been exercised.
4.Delivery
No Shares shall be delivered pursuant hereto until the exercise price therefore has been fully paid and applicable taxes have been withheld, to the extent necessary. The Holder shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is subject to the Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the Holder (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 3, and (iii) has paid in full for such Shares.
5.Nontransferability of Options
No Option hereunder shall be transferable by a Holder other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Holder’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. Subject to the terms of the Plan, any Option shall be exercisable only by the applicable Holder or his or her guardian or legal representative, or any person to whom such Option is permissibly transferred pursuant to this Section 5.
6.Special Rules for Incentive Stock Options
Notwithstanding anything in this Plan to the contrary, Incentive Stock Options shall be subject to the following rules:
(i)No Holder may be granted an Incentive Stock Option if, at the time of the Award, he or she owns (after application of the rules in Section 424(d) of the Code) equity securities possessing more than 10% of the total combined voting power of all classes of equity securities of the Company or any Subsidiary unless: (A) the exercise price is at least 110%
of the Fair Market Value of the underlying Shares as of the Grant Date; and (B) the Incentive Stock Option is not exercisable on or after the fifth anniversary of the Grant Date.
(ii)The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a grantee during any calendar year (under this Plan or any other plan adopted by the Company or any Subsidiary) shall not exceed $100,000. If such aggregate Fair Market Value exceeds $100,000, such number of Incentive Stock Options with an aggregate Fair Market Value equal to the amount in excess of $100,000 shall be treated as Nonqualified Options.
(iii)Incentive Stock Options may only be granted to employees of the Company or a Subsidiary. A Termination of Employment shall not occur unless and until an employee ceases employment with the Company and all Subsidiaries.
(iv)The foregoing provisions are designed to comply with the requirements of Section 422 of the Code snd shall be automatically amended or modified to comply with amendments or modifications to Section 422 or any successor provisions. Any Incentive Stock Option which fails to comply with Section 422 of the Code is automatically treated as a Nonqualified Option appropriately granted under this Plan provided that it otherwise meets the Plan’s requirements for Nonqualified Options.
7.Termination of Employment
A Holder’s Options shall be forfeited in their entirety upon his or her Termination of Employment, except as set forth below:
(i)Upon a Holder’s Termination of Employment for any reason other than death, Disability or Retirement, any Option held by the Holder that was exercisable immediately before the Termination of Employment may be exercised until the earlier of (A) the 90th day following such Termination of Employment and (B) the last day of the Term thereof;
(ii)Upon a Holder’s death, any Option held by the Holder shall vest and be exercisable until the earlier of (A) the first anniversary of the date of death and (B) the last day of the Term thereof;
(iii)Upon a Holder’s Termination of Employment by reason of Disability, any Option held by the Holder shall vest and be exercisable until the earlier of (A) the first anniversary of the date of Disability and (B) the last day of the Term thereof; and
(iv)Upon a Holder’s Termination of Employment due to Retirement, any Incentive Stock Option held by the Holder shall vest and be exercisable until the earlier of (A) the 90th day following such Termination of Employment and (B) the last day of the Term thereof, and any Nonqualified Option held by the Holder shall vest and be exercisable until the earlier of (A) the fifth anniversary of such Termination of Employment and (B) the last day of the Term hereof.
Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to establish different rules concerning the consequences of a Termination of Employment, in an applicable Award Agreement.
8.Relationship to the Plan
This Agreement is subject to the terms of the Plan and any related administrative policies or procedures adopted by the Company. If there is any inconsistency between this Agreement and the
Plan or any such administrative policies or procedures, the Plan and the policies or procedures, in that order, shall govern.
9.No Effect on Employment Relationship
Neither this Agreement, nor the Plan, shall constitute a contract of employment, and shall not confer upon any employee any right to continued employment or service, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee or service of any independent contractor at any time.
10.Transferability: Binding Effect
The rights of the Holder under this Agreement shall not be transferable except, in the event of death, by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Holder and the Company and their respective heirs, legal representatives, successors and assigns.
11.Amendment
No amendment, modification, waiver or release of or under this Agreement will be effective unless evidenced by an instrument in writing signed by each of the Company and the Holder.
12.Governing Law
This Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with federal law and the laws of the State of Ohio, without reference to principles of conflict of laws. The captions herein are not part of the provisions hereof and shall have no force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Preformed Line Products Company Holder
____________________________________________ ______________________________________________
By: By:
____________________________________________ ______________________________________________
Title: Date:
____________________________________________
Date:
EX-10.16
7
plpc-xex1016xpromissorynot.htm
EX-10.16
Document
PROMISSORY NOTE
Borrower: Preformed Line, LLC
660 Beta Drive
Mayfield Village, OH 44143
Lender: PNC Equipment Finance, LLC 4355 Emerald St.
Suite 100
Boise, ID 83706
Principal Amount: $20,500,000.00 Date of Note: December 29, 2020
(1)PROMISE TO PAY. Preformed Line, LLC ("Borrower") promises to pay to PNC Equipment Finance, LLC ("Lender"), or order, in lawful money of the United States of America, the principal amount of Twenty Million Five Hundred Thousand & 00/100 Dollars ($20,500,000.00), together with interest on the unpaid principal balance from the Funding Date until paid in full.
(2)PAYMENT, AMORTIZATION, AND INTEREST. Borrower's first payment is due on the first calendar day of the second month following the month during which the loan is funded, and all subsequent payments are due on the first calendar day of each month after that. All outstanding principal and all accrued interest not yet paid shall be due on the final monthly payment. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. Borrower will pay Lender at such place as Lender may designate in writing.
(a)Repayment. Principal shall be due and payable in One Hundred Nineteen (119) equal consecutive monthly installments, each in the amount $170,833.33, with a final payment of any outstanding principal and accrued interest due and payable on the final monthly payment date. Interest shall be payable monthly at the same time as the principal payments at the rate provided for below. Borrower's monthly principal payment will be calculated by dividing the principal amount of the Note by 120 months. All payment calculations will be determined by Lender in its sole discretion.
(b)Fixed Interest Period. The interest rate will be 2.744%. Interest on this Note during the Fixed Interest Period is computed on a 30/360 simple interest basis; that is, with the exception of odd days in the first payment period, monthly interest is calculated by applying the ratio of the annual interest rate over a year of360 days, multiplied by the outstanding principal balance, multiplied by a month of 30 days. Interest for the odd days is calculated on the basis of the actual days to the next full month and a 360-day year. Borrower understands that Lender may make loans based on other rates as well.
(c)Interest After Default. Upon an Event of Default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the Fixed Interest Rate by an additional 4.00%. The interest rate will not exceed the maximum rate permitted by applicable law.
(3)TERM. The term of this loan is 120 months from February 1, 2021 ("Term"). At the end of the Te1m, all amounts owing under this Note and the Related Documents (collectively the "Loan Documents") will be due and payable.
(4)RELATED DOCUMENTS. This Note is issued in connection with the Aircraft Security Agreement of even date herewith between Borrower and Lender (the "Ail'craft Security Agreement"), one or more Guaranty agreements, and such other agreements and documents executed and/or delivered in connection herewith or therewith (as amended, modified or renewed from time to time, collectively the "Related Documents"), and is secured by the property described in the Related Documents and by such other collateral as previously may have been or may in the future be granted to Lender to secure this Note.
(5)DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: (i) the nonpayment of any principal, interest or other indebtedness when due under (1) this Note or (2) any and all obligations of the Borrower (or any of its affiliates) or Guarantor (or any of its affiliates) or any other direct or indirect subsidiary of Preformed Line Products Company to the Lender (the "PLPC Obligations"); (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period, or any Obligor's failure to observe or perform any covenant, representation, warranty or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor to Lender, including, without limitation, the occurrence of any "Event of Default" (as defined therein) under the PLPC Obligations, provided, however, that no such failure to observe or pe1form any such covenant or other agreement (excluding default under Clause (i) above, Defective Collateralization, False Statements, Death or Insolvency, Creditor or Forfeiture Proceedings, Events Affecting Guarantor, and Change of Control) shall constitute an Event of Default unless such failure continues for a period of thirty (30) days after the earlier to occur of (a) the date when Borrower bee-0mes aware of such failure and (b) the date when the Lender gives written notice to the Borrower of such failure; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof, provided that Lender shall not be obligated to advance additional funds hereunder during such period); (iv) any assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with Lender; (v) a default with respect to any other indebtedness of any Obligor for borrowed money in excess of $100,000 individually or in the aggregate, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor to Lender; (vii) the entry of a final judgment against any Obligor and the failure of such Obligor to discharge the judgment within thirty (30) days of the entry thereof; (viii) any change in any Obligor's business, assets, operations, financial condition or results of operations that has or could reasonably be expected to have any material adverse effect on any Obligor, including a division into two or more entities; (ix) any Obligor ceases doing business as a going concern; (x) any representation or warranty made by any Obligor to Lender in any Loan Document or any other documents now or in the future evidencing or securing the obligations of any Obligor to Lender, is false, erroneous or misleading in any material respect; (xi) the·revocation or attempted revocation, in whole or ln part, of any guarantee by any Obligor; or (xii) the death, incarceration, indictment or legal incompetency of any individual Obligor. As used herein, the term "Obligor'' means any Borrower and any guarantor of, or any pledgor, mortgagor or other person or entity providing collateral support for, Borrower's obligations to Lender existing on the date of this Note or arising in the future.
(6)RIGHTS. Upon an Event of Default, Lender may (1) declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount, and/or (2) exercise any rights and remedies set forth in the Aircraft Security Agreement and the Related Documents.
(7)ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and legal expenses, incurred in connection with the enforcement of thats. Note, the Aircraft Security Agreement, or the Related Documents. Lender may hire or pay someone else to help enforce this Note, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.
(8)LOAN ASSUMPTION. This Note and Related Documents are fully assumable by a qualified buyer provided that the buyer is approved by Lender in its sole discretion. Borrower or the buyer assuming this loan must pay an assumption fee equal to 0,75% of the unpaid principal balance plus any and all third-party expenses incurred in connection with the assumption.
(9)JURY WAIVER. Lender and Borrower hereby. waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Lender or Borrower against the other.
(10)INCORPORATION OF COVENANTS BY REFERENCE. The Lender and Borrower agree that any and all affirmative, negative and financial covenants which may be set forth in any credit agreement, loan agreement, promissory note, guaranty or other agreement, instrument or document entered into between either the Borrower (or any of its affiliates) or the Guarantor (or any of its affiliates), on the one hand, and the Lender or any of its affiliates, on the other hand (the "Other Loan Documents"), are hereby ine-0rporated herein by this reference as if set forth herein at length, as any of the foregoing may be amended or supplemented from time to time (the "Incorporated Provisions"). Any amendments, modifications, waivers or other changes in the terms of any of the Incorporated Provisions shall automatically constitute an amendment to this Note without any need for further action or documentation. Notwithstanding the foregoing, any amendments, modifications, waivers or other such changes to any Incorporated Provisions which operate to waive or prevent the occurrence of a default or "Event of Default" under the related Other Loan Documents shall not be effective unless consented to in writing by the Lender in its sole discretion. If any Other Loan Documents terminates or otherwise ceases to be in full force and effect at any time and for any reason, whether by voluntary termination, upon default, acceleration, at maturity or otherwise (a "Termination"), all of the Incorporated Provisions of such Other Loan Documents shall survive the Termination and shall continue in full force and effect as a part of this Note. At any time after a Termination, Borrower shall promptly upon Lender's request execute and deliver to Lender an amendment to this Note, which amendment will expressly incorporate into this Note all or any number of the Incorporated Provisions of the terminated Other Loan Documents as Lender. in its sole discretion shall select, as such Incorporated Provisions are in effect immediately prior to the date of Termination. In addition, the Termination of any Other Loan Documents for any reason shall constitute an Event of Default under this Note and the Guaranty, entitling Lender at its option to exercise all of its rights and remedies under this Note, the Guaranty and the Related Documents.
(11) GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may, In its sole discretion, renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. Capitalized terms not defined in this Note shall have the same definition given such terms in the Aircraft Security Agreement, the Related Documents, or other loan documents executed by Borrower.
(11)PREPAYMENT. Borrower must give written notice at least forty-five (45) days prior to the day the loan is prepaid. Upon prepayment of this Note, Lender ls entitled to interest on the outstanding loan balance through the date of early payment. Borrower may pay all but not less than all of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: PNC Equipment Finance, LLC; 4355 Emerald St.; Suite 100; Boise, ID 83706. Lender is entitled to the following refundable premium payable at the time of
prepayment, which may be refunded as set forth below (the "Refundable Premium"): (a) if such early payment occurs during months one through thirty-six of the Term, two percent of the unpaid principal balance; (b) if such early payment occurs during months thirty-seven through sixty of the Term, one percent of the unpaid principal balance; (c) if such early payment occurs during months sixty-one through eighty-four of the Term, one half of one percent of the unpaid principal balance. After the eighty-fourth·
month of the Term, no early payment premium shall apply. Lender will refund the Refundable Premium if Lender makes a new loan against Borrower's replacement aircraft within six months of the early payment date provided that the amount of the new loan is equal to or greater than the outstanding balance of the Note. Except as provided in the previous sentence, Lender shall be entitled to retain the Refundable Premium. Notwithstanding anything to the contrary above, Lender will have no obligation to enter into a new loan or refund the Refundable Premium if the new loan is not approved by Lender in its sole discretion.
(12)LOAN PARTICIPATION. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of the Note and Related Documents or of one or more participation Interests in the Note and Related Documents to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Note and Related Documents, and Borrower hereby waives any rights to privacy that Borrower may have with respect to such matters,
(13)LATE CHARGE. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note when due and payable, then Borrower also shall pay to Lender a late charge equal to $1,500 but not more than the maximum amount allowed by law ("Late Charge"). Both the Late Charge and any additional interest charged upon a default are imposed as liquidated damages for the purpose of defraying Lender's expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, Lender's exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which Lender may employ. In addition, the additional interest charged upon a default reflects the increased credit risk to Lender of carrying a loan that is in default. The Borrower agrees that the Late Charge and any additional interest charged upon a default arc reasonable forecasts of just compensation for anticipated and actual harm incurred by Lender, and that the actual harm incurred by Lender cannot be estimated with certainty and without difficulty.
(14)GOVERNING LAW AND JURISDICTION. This Note, the Aircraft Security Agreement, and the Related Documents have been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania ("State"). THIS NOTE, THE AIRCRAFT SECURITY AGREEMENT, AND THE RELATED DOCUMENTS WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC
SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Borrower hereby irrevocably consents to the
exclusive jurisdiction of any state or federal court in the county or judicial district for Allegheny County, Commonwealth of Pennsylvania; provided that nothing contained in this Note will prevent the Lender from bringing any action, enforcing any-award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The B01wwer acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.
(15)SUCCESSOR INTERESTS. The tem1s of this Note, the Aircraft Security Agreement, and the Related Documents shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and Lender's successors and assigns.
(16)IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to Lender, now or at any later time, Borrower authorizes Lender and its affiliates and designees to contact Borrower regarding Borrower rux:ount(s) with Lender or its affiliates, whether such accounts are Borrower individual accounts or business accounts for which Borrower is a contact, at such numbers using any means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other wireless phone number, or leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages. Borrower consents that any phone call with Lender may be monitored or recorded by Lender,
(17)ANTI-MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE. Borrower represents and
warrants to Lender, as of the date of this Note, the date of each advance of proceeds under the Note, the date of any renewal, extension or modification of the Note, and at all times until the Note has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Note will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, 11 Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Note are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall immediately notify Lender in writing upon the occurrence of a Reportable Compliance Event.
As used herein: "Anti-Terrorism Laws" means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; "Compliance Authority" means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g)
U.S. Securities and Exchange Commission; "Covered Entity" means Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of Borrower acting in any capacity in connection with the Note; "Reportable Compliance Event" means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; "Sanctioned Country" means a country subject to a sanctions program maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.
(18)INDEMNITY. Borrower agrees to Indemnify each of Lender, each legal entity, if any, who controls, is controlled by or is under common control with Lender, and each of their respective directors, officers and employees ("indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses· of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. Borrower may participate at its expense in the defense of any such action or claim.
(19)COUNTERPARTS; ELECTRONIC SIGNATURES AND RECORDS. This Note and any other Loan Document may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Notwithstanding any other provision herein, the Borrower agrees that this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a "Communication") may, at the Lender's option, be in the form of an electronic record. Any Communication may, at the Lender's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Lender of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
(20)BENEFICIAL OWNERSHIP CERTIFICATION. Borrower represents and warrants, as of the date hereof, and as of the date of execution of this Note, that the information in the Certification of Beneficial Owner(s) ("Ce1tification of Beneficial Owners") executed and delivered to Lender on or prior to the date of this Note, if any, as updated from time to time in accordance with this Note, is true, complete and correct as of the date hereof and as of the date any such update is delivered. Borrower agrees that from the date of execution of this Note until this Note has been terminated, Borrower will provide: (i) confirmation of the accuracy of the information set forth in the most recent Ce1tification of Beneficial Owners provided to Lender, as and when requested by Lender; (ii) a new Certification of Beneficial Owners in form and substance acceptable to Lender when the
individual(s) identified as a controlling party and/or a direct or indirect individual owner on the most recent Certification of Beneficial Owners provided to Lender have changed; and (iii) such other information and documentation as may reasonably be requested by Lender from time to time for purposes of compliance by Lender with applicable laws (including without limitation the USA Patriot Act and other "know your customer" and anti-money laundering rules and regulations), and any policy or procedure implemented by Lender to comply therewith.
(21)INCREASED COSTS; YIELD PROTECTION. On written demand, together with written evidence of the justification therefor, Borrower agrees to pay Lender all direct costs incurred, any losses suffered or payments made by Lender as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on Lender, its holding company or any of their respective assets relative to the Note. "Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by Lender for international Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF TERM NOTE, INCLUDING THE PAYMENT, AMORTIZATION, AND INTEREST PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER:
PREFORMED LINE, LLC
/s/ Andrew S. Klaus
Andrew Klaus, Chief Financial Officer of Preformed Line, LLC
GUARANTY AND SURETYSHIP AGREEMENT
Obligor: Preformed Line, LLC
660 Beta Drive
Mayfield Village, OH 44143
Guarantor: Preformed Line Products Company 660 Beta Drive
Mayfield Village, OH 44143
Lender: PNC Equipment Finance, LLC 4355 Emerald St,
Suite 100
Boise, ID 83706
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of this 29 day of December, 2020, by Preformed Line Products Company (the "Guarantor"), in consideration of the extension of credit by PNC EQUIPMENT FINANCE, LLC ("PNCEF"), to Preformed Line, LLC (the "Obligor"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
1.Guaranty of Obligations.
a)The Guarantor hereby unconditionally guarantees, as a primary obligor, and becomes surety for, (i) the prompt payment and performance of the Obligations and (ii) the prompt payment of all costs and expenses of PNCEF (including reasonable attorneys' fees and expenses) incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with the Obligations (collectively, the "Guaranteed Obligations"). As used herein, "Obligations" means a loan from PNCEF to the Obligor in the amount of
$20,500,000.00, as evidenced by that certain note dated December , 2020 as the same may be amended, supplemented or replaced from time to time.
b)Notwithstanding anything to the contrary contained herein, the definition of "Obligations" shall specifically exclude any and all Excluded Swap Obligations. The foregoing limitation of the definition of Obligations shall only be deemed applicable to the obligations of the Guarantor (or solely any particular Guarantor(s) if there is more than one Guarantor) under the particular Swap (or Swaps), or, if arising under a master agreement governing more than one Swap, the pmtion thereof, that constitute Excluded Swap Obligations. As used herein, (i) "Excluded Swap Obligations" means, with respect to each Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap if, and to the extent that, all or any portion of this Guaranty that relates to the obligations under such Swap is or becomes illegal as to such Guarantor under the Commodity Exchange Act (7 U.S.C.§I et seq.), as amended from time to time, and any successor statute (the "CEA"), or any rule, regulation, or order of the Commodity Futures Trading Commission (the "CFTC"), by virtue of such Guarantor's failure for any reason to qualify as an "eligible contract participant" (as defined in the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii) "Eligibility Date" means the date on which this Guaranty becomes effective with respect to the particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the execution of the particular Swap if this Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of this Guaranty); and (iii) "Swap" means any "swap" as defined in Section la(47) of the CEA and regulations thereunder between the Obligor and PNC Bank, National Association other than (A) a swap entered into on, or subject to the rules of, a board of trnde designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered into pursuant to CFTC Regulation 32.3(a).If the Obligor defaults under any Obligations, the Guarantor will pay the Guaranteed Obligations due to PNCEF.
c)If the Borrower defaults under any Obligations, the Guarantor will pay the Guaranteed Obligations due to PNCEF.
2.Nature of Guaranty; Waivers. This is a guaranty of payment and performance, and not merely of collection and PNCEF shall not be required or obligated, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Obligor, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations.
This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full, and PNCEF has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by PNCEF of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of PNCEF to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof.
The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, recoupment, deduction or defense based upon any claim the Guarantor may have (directly or indirectly) against the Obligor or PNCEF, except payment or perf01mance of the Obligations.
Notice of acceptance of this Guaranty, notice of extensions of credit to the Obligor from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon PNCEF's failure to comply with the notice requirements under Sections 9-611 and 9-612 of the Uniform Commercial Code as in effect from time to time are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral, and all defenses or benefits relating to or arising under any anti-deficiency laws.
PNCEF at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Obligor in such order, manner and amount as PNCEF may determine in its sole discretion;
(d) settle, compromise or deal with any other person, including the Obligor or the Guarantor, with respect to any Obligations in such manner as PNCEF deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein.
3.Repayments or Recove,y from PNCEF. If any demand is made at any time upon PNCEF for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if PNCEF repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by PNCEF. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to PNCEF's rights hereunder and will be deemed to have been conditioned upon such payment having become final and in·evocable.
4.Financial Statements, Unless compliance is waived in writing by PNCEF or until all of the Obligations have been paid in full, the Guarantor will promptly submit to PNCEF such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as PNCEF may reasonably request.
5.Incorporation of Covenants by Reference. The Lender and Guarantor agree that any and all affirmative, negative and financial covenants which may be set forth in any credit agreement, loan agreement, promissory note, guaranty or other agreement, instrument or document entered into between either the Borrower (or any of its affiliates) or the Guarantor (or any of its affiliates), on the one hand, and the Lender or any of its affiliates, on the other hand (the "Other Loan Documents"), are hereby incorporated herein by this reference as if set forth herein at length, as any of the foregoing may be amended or supplemented from time to time (the "Incorporated Provisions"), Any amendments, modifications, waivers or other changes in the terms of any of the Incorporated Provisions shall automatically constitute an amendment to this Guaranty without any need for further action or documentation. Notwithstanding the foregoing, any amendments, modifications, waivers or other such changes to any Incorporated Provision which operate to waive or prevent the occurrence of a default or "Event of Default" under the related Other Loan Documents shall not be effective unless consented to in writing by the Lender in its sole discretion. If any Other Loan Document terminates or otherwise ceases to be in full force and effect at any time and for any reason, whether by voluntary termination, upon default, acceleration, at maturity or otherwise (a "Termination"), all of the Incorporated Provisions of such Other Loan Document shall survive the Termination and shall continue in full force and effect as a part of this Guaranty. At any time after a Termination, Guarantor shall promptly upon Lender's request execute and deliver to Lender an amendment to this Guaranty, which amendment will expressly incorporate into this Guaranty all or any number of the Incorporated Provisions of the terminated Other Loan Document as Lender in its sole discretion shall select, as such Incorporated Provisions are in effect immediately prior to the date of Termination. In addition, the Termination of any Other Loan Document for any reason shall constitute an Event of Default under this Guaranty and the Note, entitling Lender at its option to exercise all of its rights and remedies under this Guaranty, the Note and the Related Documents.
6, Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guai·antor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Obligor that may result from any such proceeding.
The Guarantor expressly waives the effect of any statute of limitations or other limitations on any actions under this Guaranty.
7.Events of Default. The occurrence of any of the following shall be an "Event of Default": (i) any Event of Default (as defined in any of the Obligations); (ii) any default under any of the Obligations that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (iii) demand by PNCEF under any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to PNCEF by 01· on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to PNCEF the Guaranteed Obligations; or (b) on demand of PNCEF, the Guarantor shall immediately deposit with PNCEF, in U.S. dollars, the Guaranteed Obligations, and PNCEF may at any time use such funds to repay the Guaranteed Obligations; or (c) PNCEF in its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) PNCEF in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise.
8.Costs. To the extent that PNCEF incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Guaranteed Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations).
9.Postponement of Subrogation. Until the Obligations are indefeasibly paid in full, expire, are terminated and are not subject to any right of revocation or rescission, the Guarantor postpones and subordinates in favor of PNCEF or its designee (and any assignee or potential assignee) any and all rights which the Guarantor may have to (a) assert any claim whatsoever against the Obligor based on subrogation, exoneration, reimbursement, or indemnity or any right of recourse to security for the Obligations with respect to payments made hereunder, and (b) any realization on any property of the Obligor, including participation in any marshalling of the Obligor's assets.
10.Notices, All notices, demands, requests, consents, approvals and other communications required or permitted hereunder ("Notices") must be in writing and will be effective upon receipt. Notices may be given in any manner to which PNCEF and the Guarantor may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the manner in which provided, Notices may be sent electronically to any electronic address provided by either to the other from time to time. Notices may be sent to addresses for PNCEF and the Guarantor as set forth above or to such other address as either may give to the other for such purpose in accordance with this section.
11.Preservation of Rights, No delay or omission on PNCEF's pa.it to exercise any right or power a.t·ising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will PNCEF's action or inaction impair any such right or power. PNCEF's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which PNCEF may have under other agreements, at law or in equity. PNCEF may proceed in any order against the Obligor, the Gua.t·antor or any other obligor of, or any collateral securing, the Obligations.
12.Illegality, If any provision contained in this Guaranty should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this Guaranty.
13.Changes in Writing. No modification, amendment or waiver of, or consent to any depa1iure by the Guarantor from, any provision of this Guaranty, will be effective unless made in a writing signed by PNCEF, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, PNCEF may modify this Guaranty for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that PNCEF shall send a copy of any such modification to the Guarantor (which notice may be given by electronic mail). No notice to or demand on the Guarantor will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance.
14.Entire Agreement. This Guaranty (including the documents and instruments refe1Ted to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and PNCEF with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to PNCEF.
15.Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and PNCEF and their respective heirs, executors, administrators, successors and assigns: provided, however, that the Guarantor may not assign this Guaranty in whole or in part without PNCEF's prior written consent and PNCEF at any time may assign this Guaranty in whole or in part.
16.Interpretation. In this Guaranty, unless PNCEF and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several.
17.Anti-Money Laundering/International Trade Law Compliance. The Guarantor represents and warrants to PNCEF, as of the date of this Guaranty, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any loan, and at all times any Obligations exist that: (A) no Guarantor (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Person or Sanctioned Country in violation of any law or regulation enforced by any Compliance Authority; (B) the proceeds of any loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country in violation of any law, regulation, order or directive enforced by any Compliance Authority; (C) the funds used to repay the loan proceeds are not derived from any unlawful activity; and (D) each Guarantor is in compliance with, and no Guarantor engages in any dealings or transactions prohibited by, any laws of the United States including the USA PATRIOT Act, the Trading with the Enemy Act, or the U.S. Foreign Corrupt Practices Act of 1977, all as amended, supplemented or replaced from time to time. As used herein: "Compliance Authority" means each and all of the (a) U.S. Department of the Treasury's Office of Foreign Asset Control; (b) U.S. Treasury Department/Financial Crimes Enforcement Network; (c) U.S. State Department/Directorate of Defense Trade Controls; (d) U.S. Commerce Department/Bureau of Industry and Security; (e) U.S. Internal Revenue Service; (t)
U.S. Justice Department; and (g) U.S. Securities and Exchange Commission. "Sanctioned Country" means a country subject to a sanctions program maintained by any Compliance Authority. "Sanctioned Person" means any individual person, a group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.
18.Indemnity. The Guarantor agrees to indemnify each of PNCEF, each legal entity, if any, who controls, is controlled by or is under common control with PNCEF and each of their respective directors, officers and employees (the "Indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against, any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) (each, a "Claim") which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Guarantor), in connection with or arising out of or relating to the matters referred to in this Guaranty, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Guarantor, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or 1011, or contract or otherwise, before any court 01· governmental authority, as a result of the execution of or performance under this Guaranty: provided, however. that the foregoing indemnity agreement shall not apply to any Claim that is determined by a committee of competent jurisdiction in a final, non-appealable judgment to have been solely attributable to an Indemnified Patty's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such action or Claim.
19.Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by PNCEF and will be deemed to be made in the Commonwealth of Pennsylvania (the "State"). THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF PNCEF AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE, EXCLUDING ITS
CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN SUCH STATE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UN1TED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION
THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Guai·antor hereby irrevocably consents to the
exclusive jurisdiction of any state or federal court in the county or judicial district of the State; provided that nothing contained in this Guaranty will prevent PNCEF from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction, The Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both PNCEF and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty.
20.Counterparts; Electronic Signatures and Records. This Guaranty may be signed in any number of counterpart copies and by the parties hereto on separate counterparties, but all such copies shall constitute one and the same instrument.
Notwithstanding any other provision herein, the Guarantor agrees that this Guaranty, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a "Communication") may, at PNCEF's
option, be in the form of an electronic record. Any Communication may, at PNCEF's option, be signed or executed using electronic signatures, For the avoidance of doubt, the authorization under this section may include, without limitation, use or acceptance by PNCEF of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention,
21, [INTENTIONALLY OMITTED],
22.Equal Credit Opportunity Act. If the Guarantor is not an "applicant for credit" under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 ("ECOA"), the Guarantor acknowledges that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii) the Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA.
23.[INTENTIONALLY OMITTED].
24.Representation by Counsel. The Guarantor hereby represents that it has been represented by competent counsel of its choice, or has knowingly waived its right to use and retain counsel, in the negotiation and execution of this Guaranty; that it has read and fully understood the terms hereof; that the Guarantor and any retained counsel have been afforded an opportunity to review, negotiate and modify the terms of this Guaranty; and that it intends to be bound hereby. In accordance with the foregoing, the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this Guaranty.
25.WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, including waiver of jury trial, and has been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.
GUARANTOR:
PREFORMED LINE PRODUCTS COMPANY
/s/ Andrew S. Klaus
Andrew Klaus, Chief Financial Officer of Preformed Line Products Company
DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION
FAA AIRCRAFT REGISTRY
P.O. Box 25504
Oklahoma City, Oklahoma 73125
AIRCRAFT SECURITY AGREEMENT
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NAME & ADDRESS OF BORROWER:
Prefol'med Line, LLC 660 8eta Drive
Mayfield Vil)a.ge, OH 44143
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ABOVE SPACE FOR FAA USE ONLY
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NAME & ADDRESS OF SECURED PARTY/LENDER:
PNC Equipment Finance, LLC 4355 Emerald St.
Suite 100
Boise, ID 83706
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NAME & ADDRESS OF GRANTOR:
Preformed Line, LLC 660 ij!lta Drive
Mayfield Village, OH 44143
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THIS AIRCRAFT SECURITY AGREEMENT dated December.1i.l-, 2020, is made and executed b1ilween Preformed Line, LLC ("Grantor") and PNC Equipment Fi!iance, LLC (as more fully defined below, "Lender").
(1)GRANT OF SECURITY INTEREST. For vahrable consideration, Grantor grants to Lender a continuing security Interest h1 the Collateral to secure the Obligations and agrees that Lender shall have the rights stated in this Agreement with respect to the CQlhiteral, in addition to all other rights which Lender may have by law.
(2)COLLATERAL. The word "Collateral" as used in this Agreement means the following described Airframe, Engines and Contracts, as defined herein:
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YEAR MFG |
AIRCRAFT MANUFACTURER |
MODEL NUMBER |
SERJAL NUMBER |
FAA REGISTRATION NUMBER |
| 2020 |
TEXTRON AVIATION INC. |
700 |
700--0040 |
N751PL |
ENGINE MAKE |
MODEL NUMBER (S) |
SERIAL NUMBER (S) |
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HONEYWELL
HONEYWELL
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AS907-2-1S (aka AS907 Series on the International Registry drop down menu)
AS907-2-1S (aka AS907 Series on the lnternational Reeistrv drop down menu)
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Pl44189
P144190
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PROPELLER MAKE |
MODEL NUMBER (S) |
SERIAL NUMBER (S) |
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The word "Aircraft" also means and includes without limitation, (a) the Airframe, (b) the Engines, (c) any propellers, and (d) related log books, manuals, diagrams and records.
The word "Airframe" means the Aircraft's airframe, together with any and all parts, appliances, components, instruments, accessories, accessions, attachments, equipment, or avionics (including, without limitation, radio, radar, navigation systems, or other electronic equipment) installed in, appurtenant to, or delivered with or in respect of such airframe.
The word "Engines".means any engines described above together with any other aircraft engines which either now or in the future are installed on, appurtenant to, or delivered with or in respect of the Airframe, together with any and all parts, appliances, components, accessories, accessions, attachments or equipment installed on, appurtenant to, or delivered with or in respect of such engines. The word "Engines" shall also refer to any replacement aircraft engine which, under this Agreement, is required or permitted to be instal1ed upon the Airframe.
The word "Contracts" means any and ail agreements, contracts, service contracts, repair contracts, maintenance contracts, including the Engine Maintenance Program, insurance contracts, leases, purchase agreements, bills of sale and assignments, and any other instruments, contracts, or-agreements of any kind with respect to the Collateral.
(3)DURATION, This Agreement, including any representations, warranties and covenants contained herein, shall remain continuing, in full force and effect until such time as the Obligations secured hereby, including principal, interest, costs, expenses, attorneys' fees and other fees and charges, shall have been paid in full, together with all additional sums that Lender may pay or advance on Grantor's behalf and interest thereon as provided in this Agreement.
(4)REPRESENTATIONS, WARRANTIES, AND COVENANTS. Grantor represents, warrants and covenants to Lender at all times while this Agreement is in effect as follows:
(a)Title. Grantor warrants that Grantor is the lawful owner of the Collateral and holds good and marketable title to the Collateral, free and clear of all Encumbrances except the lien of this Agreement. Grantor is, or concurrent with the completion of the transactions contemplated by this Agreement will be, the registered owner of the Aircraft pursuant to a proper registration under the Transportation Code, and Grantor qualifies in all respects as a citizen of the United States as defined in the Transportation Code, If Grantor acquired its interest in the Aircraft on or after the effective date of the Convention, the ownership rights of Grantor shall be the subject of a valid and subsisting registered contract of sale at the International Registry. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons. The Collateral Is not and will not be registered under the laws of any foreign country, and Grantor is and will remain a citizen of the United States as de.fined in the Transportation Code,
(b)Authority; Binding Effect, etc. Grantor is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Ohio. Grantor is duly authorized to transact business in all other states in which Grantor is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Grantor is doing business. Grantor has the full right, power and authority to enter into the Note, the Related Documents, and this Agreement and to grant a security interest in the Collateral to Lender. The Note, the Related Documents, and this Agreement are binding upon Gran.tor as well as Grantor's successors and assigns, and are legal, valid and binding obligations of Grantor and are legally enforceable in accordance with their terms. Grantor's principal place of business is 660 Beta Drive, Mayfield Village, OH 44143, and unless Grantor has designated otherwise in writing, the Home Airport (as defined below) is the office at which Grantor keeps its complete logs, manuals, books and records including its complete logs, manuals, books and records concerning the Collateral. Grantor's exact legal name is: Preformed Line, LLC. Grantor has not used any trade, assumed or previous names within the past five years. Grantor's organizational identification number is i294794. Grantor has not merged with or into, or transferred all or substantially all of its assets to, any other entity within the past five years. Grantor was situated in the United States, State of Ohio at the time of the conclusion of this Agreement. Grantor has the power to dispose of the Aircraft, as contemplated in the Convention,
(c)Authorization. Grantor's execution, delivery, and performance of the Note, this Agreement and all the Related Documents - have been duly authorized by all necessary action by Grantor and do not conflict with, result in a violation of, or constitute a default under (l)'any provision of Grantor's articles of organization or membership agreements, or bylaws or articles of incorporation, or any agreement or other instrument binding upon Grantor or (2) any law, governmental regulation, court decree, or order applicable to Grantor or to Grantor's properties.
(d)Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Grantor is pending or threatened, and no other event has occurred which may materially adversely affect Grantor's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing,
(e)Taxes. All of Grantor's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges in connection with the Aircraft and the Collateral have been paid in full, except those presently being or to be contested by Grantor in good faith in the ordinary course of business and for which adequate reserves have been provided.
(t) Information, All written information heretofore or contemporaneously herewith furnished by Grantor to Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby (including without limitation the description of the Aircraft) is, and all information hereafter furnished by or on behalf of Grantor to Lender will be, true and accurate in every material respect on the date as of which such information is dated or·certified; and none of such information is or will be incomplete by omitting to slate any material fact necessary to make such information not materially misleading,
(g)Aircraft and Log Books. Grantor will keep accurate and complete logs, manuals, books, and records relating to the Collateral, and will provide Lender with copies of such reports and information relating to the Collateral as Lender may reasonably require from time to time.
(h)Airframe and Engines. The Airframe is type certified to transport at least eight persons including crew, or goods in excess of2750 kilograms and each of the Engines has at least 1750 pounds of thrust or at least 550 rated take off shaft horsepower.
(i)Perfection of Security Interest. The security interest granted herein constitutes a valid and subsisting International Interest in the Aircraft under the Convention. Grantor grants and covenants to continue a first priority perfected security interest (including an International Interest) in and to the Collateral in favor of Lender, Upon request of Lender, Grantor agrees to prepare and file financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender's security interests in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. In particular, Grantor will perform, or will cause to be performed, upon Lender's request, each and all of the following: (1) Record, register and file this Agreement (and the IDERA, as defined below), together with such notices, financing statements or other documents or instruments as Lender may request from time to time to carry out fully the intent of this Agreement, with the FM in Oklahoma City, Oklahoma, United States of America and other governmental agencies, either concurrent with the delivery and acceptance of the Collateral or promptly after the execution and delivery of this Agreement; (2) Take all actions necessary to initiate or consent to the registration of an International Interest in the Aircraft (or at Lender's option, a Prospective International Interest) with the International Registry;
(3) Take all actions necessary to initiate or consent to the registration of any other interests or rights pertaining to the Collateral with the International Registry, as requested in the sole discretion of Lender; (4) Furnish to Lender evidence of every such recording, registering, and filing; and (5) Execute and deliver or perform any and all acts and things which may be reasonably requested by Lender with respect to complying with or remaining subject to the Geneva Convention, the Convention, the International Registry, the laws and regulations of the FM, the laws of the United States and the laws and regulation of any of the various states or countries in which the Collateral is or may fly over, operate in, or become located in. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the sole purposes of preparing, executing, and/or filing any documents necessary to perfect, amend or to continue the security interests granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral.
(j)Convention Requirements. Prior to funding by Lender, (a) Grantor shall establish a valid and existing account with the International Registry, appoint an Administrator and/or a Professional user acceptable to Lender to initiate or consent to registrations at the International Registry with regard to the Collateral, and initiate the registration of an International Interest (or, at Lender's option, a Prospective International Interest) in the Collateral, with all such steps being completed except for the consent of Lender, (b) Grantor's initiation of such registration at the International Registry shall not have expired or lapsed, (c) Granter shall execute and Lender shall have received a fully completed and originally executed Irrevocable De-Registration and Export Request Authorization ("IDERA"), in the form attached hereto as Exhibit A and acceptable to the FAA and Lender, and (d) Grantor's Contract of Sale shall be registered and searchable in the International Registry.
(k)Performance of Contracts. Granter hereby undertakes to perform all of its obligations under the Note, this Agreement, any Related Documents and any Contracts and to procure the performance of third parties (other than Lender) under the Related Documents and any Contracts.
(l)Notices to Lender, Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (I) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) (if Grantor is a business) change in the ownership of the Grantor or management of the Grantor;
(4) change in the authorized signer(s); (5) change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of Grantor to a new or different type of business entity; (8) merger of Grantor with or into, transfer by Grantor of all or substantially all of its assets to, or acquisition by Grantor of all or substantially all of the assets of, any other entity; or (9) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice.
(m)Location of the Collateral. Grantor will hangar or keep the Collateral at its home airport or base location (the "Home Airport"), which Is:
Cuyahoga County Airport (CGF)
(n)Maintenance, Use, Repairs, Inspections, and Licenses. Grantor, at its expense, shall do, or cause to be done, in a timely manner with respect to the Collateral each and all of the following:
(1)Grantor shall maintain and keep the Collateral in as good condition and repair as it is on the date of this Agreement, ordinary wear and tear excepted.
(2)Grantor shall maintain and keep the Aircraft in good order and repair and in airworthy condition in accordance with the requirements of the FAA and each of the manufacturers' manuals and mandatory service bulletins and each of the manufacturers' non-mandatory service bulletins which relate to airworthiness, and as recommended or required by any rules, regulations, or guidelines of the FAA and/or the manufacturer.
(3)Grantor shall replace in or on the Airframe, any and all Engines, parts, appliances, instruments or accessories which may be worn out, lost, destroyed or otherwise rendered unfit for use.
(4)Granter shall cause to be performed, on all parts of the Aircraft, all applicable mandatory airworthiness directives, Federal Aviation Regulations, special Federal Aviation Regulations, and manufacturers' service bulletins relating to airworthiness, the compliance date of which shall occur while this Agreement is in effect,
(5)Grantor shall be responsible for all required inspections of the Aircraft and licensing or re-licensing of the Aircraft in accordance with all applicable FAA and other governmental requirements. Grantor shall at all times cause the Aircraft to have on board and in a conspicuous location a current Certificate of Airworthiness issued by the FAA.
(6)All inspections, maintenance, modifications, repairs, and overhauls of the Aircraft (including those performed on the Airframe, the Engines or any components, appliances, accessories, instruments, or equipment) shall be performed by personnel authorized by the FAA to perform such services.
(7)If any Engine, component, appliance, accessory, instrument, equipment or part of the Aircraft shall reach such a condition as to require overhaul, repair or replacement, for any cause whatever, in order to comply with the standards for maintenance and other provisions set forth in this Agreement, Grantor may:
(a)Install on or in the Aircraft such items of substantially the same type in temporary replacement of those then . installed on the Aircraft, pending overhaul or repair of the unsatisfactory item; provided, however, that such replacement items must be in such a condition as to be permissible for use upon the Aircraft in accordance with the standards for maintenance and other provisions set forth in this Agreement; provided further, however, that Grantor at all times must retain unencumbered title to any and all items temporarily removed; or
(b)Install on or in the Aircraft such items of substantially the same type and value in permanent replacement of those then installed on the Aircraft; provided, however, that such replacement items must be in such condition as to be permissible for use upon the Aircraft in accordance with the standards for maintenance and other provisions set forth in this Agreement; provided further, however, that in the event Grantor shall be required or permitted to install upon the Airframe or any Engine, components, appliances, accessories, instruments, engines, equipment or parts in permanent replacement of those then installed on the Airframe or such Engine, Granter may do so provided that, in addition to any other requirements of this Agreement:
(i)Lender is not divested of its security interest in and lien upon any item removed from the Aircraft and that no such removed item shall be or become subject to the lien or claim of any person, unless and until such item is replaced by an item of the type and condition required by this Agreement, title to which, upon its being installed or attached to the Airframe, is validly vested in Grantor, free and clear of all liens and claims, of every kind or nature, of all persons other than Lender;
(ii)Grantor's title to every substituted item shall immediately be and become subject to the security interests and liens of Lender willed each of the provisions of this Agreement, and each such item shall remain so encumbered and so subject unless it is, in tum, replaced by a substitute item in the manner permitted in this Agreement;
(iii)!fan item is removed from the Aircraft and replaced in accordance with the requirements of this Agreement, and if the substituted item satisfies the requirements of this Agreement, including the terms and conditions above, then the item which is removed shall thereupon be free and clear of the security interests and liens of Lender; and
(iv)Such items with and individual or aggregate purchase price in excess of $500,000.00 are approved in writing by Lender in its reasonable discretion. •
(8)In the event that any Engine, component, appliance, accessory, instrument, equipment or part is installed upon the Airframe, and is not in substitution for or in replacement of an existing item, such additional item shall be considered as an accession to the Airframe.
(9)If the Engines are enrolled in or become enrolled in an "Engine Maintenance Program" at the time of loan application or anytime thereafter, Grantor represents, warrants, and covenants that the Engines will continue to be enrolled in such Engine Maintenance Program while this Agreement is in effect and until all amounts owed to Lender are paid in full, "Engine Maintenance Program" means the engine maintenance program provided by or similar to, but not limited to, any of the following: Honeywell's MSP, Textron's ProAdvantage CFE Corp.'s CSP, Jet Support Services lnc.'s JSSI, Pratt & Whitney's ESP, Williams International's TAP, GE's On Point, Rolls Royce's Corporate Care, Honda's GRAE EMC and EMS.
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(10)Grantor shall maintain all records, logs, and materials relating to the Aircraft required by, and in accordance with, the FAA and its rules and regulations, regardless of upon whom such requirements are, by their terms, normally imposed.
(11)The Aircraft shall be operated at all times by a currently certified pilot having the minimum total pilot hours and pilot-in-command hours required by FAA rules or regulations and applicable insurance policies.
(12)Grantor shall use, operate, maintain, and store the Aircraft, and every part thereof, carefully and in compliance with all applicable statutes, ordinances, and regulations of all jurisdictions in which the Aircraft is used, and with all applicable insurance policies, manufacturer's recommendations and operating and maintenance manuals, including, without limitation, FAR 91, 121, or 135, as applicable, and all applicable maintenance, service, repair and overhaul manuals and service bulletins published by manufacturers of the Aircraft or of the accessories, equipment and parts installed in the Aircraft.
(o)Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon the Note, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, if requested by Lender, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.
(p)Compliance with Governmental Requirements. Grantor shall comply with all laws, ordinances and regulations of the FAA and all other governmental authorities applicable to the use, operation, maintenance, overhauling or condition of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.
(q)Maintenance of Insurance. Grantor shall procure and maintain at all times all risks insurance on the Collateral, including without limitation, ground, taxiing and in flight coverage, loss, damage, destruction, fire, theft, liability and hull insurance, and such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor shall further provide and maintain, at its sole cost and expense, comprehensive public liability insurance, naming both Grantor and Lender as parties insured, protecting against claims for bodily injury, death and/or property damage arising out of the use, ownership, possession,
operation and condition of the Aircraft, and further containing a broad form contractual liability endorsement covering Grantor's obligations to indemnify Lender as provided under this Agreement. Lender's other requirements for insurance as of the date of this Agreement, subject to modification at Lender's reasonable discretion, include the following: (1) the Borrower must be the named insured; (2) the policy must provide coverage to the Engines while removed from the Airframe; (3) unless otherwise consented to by Lender in writing, the liability insurance policy must provide a minimum of $10 million liability
coverage; (4) the all risks policy must be for the greater of (a) the amount of the Obligations or (b) the full insureable value of the Aircraft, and the basis must be the original cost of the Aircraft; (S) the policy must contain a breach of warranty endorsement up to 90% of the policy; (6) coverage must be maintained, in full force and effect, for the duration of the Note; (7) PNC Equipment Finance, LLC (or its assignee) must be named as lienholder and loss payee; (8) the policy must not prohibit the loss payee from making insurance payments upon Grantor's failure to make payments or upon Borrower's default; (9) the policy must include territorial limits; (10) the policy must include coverage for possible seizure and/or irnpoundment, and/or war risk perils; (11) if the Aircraft is to be operated by a charter operator or is party to a lease agreement with a charter operator, and Lender has consented to such use, the policy must include coverage for charter operation and for spare parts (engines); ai1d (12) the policy must provide for notification of the loss payees upon termination of coverage. Such policies of insurance must also contain a provision, in fonn and substance acceptable to Lender, prohibiting cancellation or the alteration of such insurance without at least thirty (30) days prior written notice to Lender of such intended cancellation or alteration. Such insurance policies also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Grantor agrees to provide Lender with originals or certified copies of such policies of insurance. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender. In connection with all policies covering assets in which
Lender holds or is offered a security interest for the Obligations, Grantor will provide Lender with such lender's loss payable or other endorsements as Lender may require. Grantor shall not use or permit the Collateral to be used in any manner or for any purpose excepted from or contrary to the requirements of any insurance policy or policies required to be carried and maintained under this Agreement or for any purpose excepted or exempted from or contrary to the insurance policies, nor shall Grantor do
any other act or permit anything to be done which could reasonably be expected to invalidate or limit any such insurance policy or policies.
(r)Failure To Provide Insurance. Grantor acknowledges and agrees that if Grantor fails to provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor's expense. The cost of any such insurance, at the option of Lender, shall be added to the Obligations. Grantor acknowledges that if Lender so purchases any such insurance, the insurance will provide limited protection against physical damage to the Collateral, up to an amount equal to the unpaid balance of the debt. Grantor's equity in the Collateral may not be insured. In addition, the insurance may not provide any public liability or property damage indemnification and may not meet the requirements of any financial responsibility lows.
(s)Application of Insurance Proceeds. Grantor shall promptly (not to exceed seven (7) days) notify Lender of any loss or damage to the Collateral in excess of $5,000, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Lender shall have the right to receive directly the proceeds of any insurance payable to Grantor on the Collateral; and the insurance proceeds shall be paid directly to Lender. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Obligations, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Granter has not committed to the repair or restoration of the Collateral shall be used to prepay the Obligations.
(t)Insurance Reports. Granter, upon reasonable request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including, but not limited to, the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral at PNC's expense, unless an Event of Default has occurred or is continuing then at Grantor's expense.
(u)Notice of Encumbrances and Events of Default, Grantor shall immediately notify Lender in writing upon obtaining knowledge of the filing of any attachment, lien, judicial process, or claim relating to the Collateral. Granter additionally agrees to immediately notify Lender in writing upon the occurrence of any Event of Default, or event that with the passage of time, failure to cure, or giving of notice, may result in an Event of Default under any of Grantor's obligations that may be secured by any presently existing or future Encumbrance, or that may result in an Encumbrance affecting the Collateral, or should the Collateral be seized or attached or levied upon, or threatened by seizure or attachment or levy, by any person other than Lender.
(v)Notices of Claims and Litigation. Grantor will promptly inform Lender in writing of(l) all material adverse changes in Grantor's financial condition, (2) all existing and all threatened in writing litigation, claims, investigations, administrative proceedings or similar actions affecting or concerning in any manner the Collateral, and (3) all existing and all threatened litigation, claims_, investigations, administrative proceedings or similar actions affect4Jg or concerning in any manner the Grantor or any guarantor which could materially affect the financial condition of Grantor or the financial condition of any guarantor.
(w)Inspection. Grantor shall permit employees or agents of Lender at any reasonable time to inspect any and all Collateral (including the logs, books, manuals and records comprising or related to the Collateral) for the Obligations and to examine financial statements and to make copies and memoranda of Grantor's financial statements. Unless compliance is waived in writing by Lender or until all of the Obligations have been paid in full, Granter shall promptly submit to Lender such information relating to the Borrower's, Grantor's or principal equity owners' of Borrower and Grantor affairs (including but not limited to annual financial statements and tax returns for Borrower, Granter or principal equity owner of Borrower and Granter) as the Lender may reasonably request. If Grantor now or at any time hereafter maintains any records including but not limited to records related to the Collateral (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Grantor by execution of this Agreement authorizes such party to permit Lender free access (either in paper form or on-line via the internet) to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Grantor's expense.
(x)Compliance Certificates. Unless waived in writing by Lender, Granter shall provide Lender within thirty (30) days after the end of the nine month period following the Funding Date (the "Compliance Due Day") and within thirty (30) days annually of the Compliance Due Day thereafter, with a certificate executed by Grantor's chief financial officer and pilot, or other officer or person acceptable to Lender, certifying that or providing (a) the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate; (b) as of the date of the certificate, no Event of Default exists under this Agreement; (c) the Granter has maintained and kept the Collateral in good order and repair and in airworthy condition in accordance with the requirements of each of the manufacturers' manuals and mandatory service bulletins and each of the manufacturers' non-mandatory service bulletins which relate to airworthiness; (d) the Grantor has performed, on all parts of the Collateral, all applicable mandatory airworthiness directives, and regulation of the Federal Aviation Administration; (e) the total number of hours and landings on the Airframe; (f) the total number of hours on the Engines since their last major overhaul or core; (g) verification that the Engines are enrolled in an Engine Maintenance Program if they were enrolled in an Engine Maintenance Program at the time of loan application; (h) the Engine serial numbers; (i) contact information (name and phone number) for the maintenance facility that performed the last annual inspection or phase inspection; and G) the insurance report identified above.
(y)Additional Assurances. Grantor will make, execute and deliver to Lender such promissory notes, mortgages, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Note and/or the Obligations.
(z)Continuation, The foregoing representations and warranties, and all other representations and warranties contained in the Note, the Related Documents, and this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as the Note and all other obligations of Granter to the Lender are paid in full and until this Agreement is terminated or cancelled as provided herein.
(5)PROHIBITIONS REGARDING COLLATERAL. Grantor represents, warrants and covenants to Lender while this Agreement remains in effect as follows:
(a)Transactions Involving Collateral. Without the prior written consent by Lender, (i) Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral, and (ii) Granter shall not lease, pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender, and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.
(b)No Commercial Use. Grantor shall use the Collateral solely for business purposes. Grantor shall not, without the prior written consent of Lender, (i) use the Collateral, or permit the Collateral to be used, in Commercial Operations, or (ii) use the Collateral under a Part 135 Certificate.
(c)Removal of the Collateral. Except for routine use, Granter shall not change the Home Airport or remove the Collateral from the Home Airport without Lender's prior written consent. Granter shall, whenever requested, advise Lender of the exact location of the Collateral. Grantor shall not base, or permit the Collateral to be based, outside the continental United States of America,
(d)Travel Restrictions. Grantor shall not operate or locate the Collateral, or permit the Collateral to be operated, located, or flown (i) outside the continental United States without WRC risk coverage, (ii) in or over any country for which the U.S. State Department has issued travel restrictions, (iii) in or over any country or jurisdiction that does not maintain full diplomatic relations with the United States, (iv) in or over any area of hostilities, or (v) in or over any geographic area not covered by the insurance then in effect. Without limiting the foregoing, Grantor agrees that at no time during the effectiveness of this Agreement shall the Collateral be operated in, flown over, or temporarily located in any jurisdiction, unless the Geneva Convention, together with its necessary enacting rules and regulations (or some comparable treaty and regulations satisfactory to Lender) shall be in effect in such jurisdiction and any notices, financing statements, documents, or instruments necessary or required, in the opinion of Lender, to be filed in such jurisdiction shall have been filed and file stamped copies thereof shall have been furnished to Lender. Notwithstanding the foregoing, at no time shall the Collateral be operated in or over any area which may expose Lender to any penalty, fine, sanction or other liability, whether civil or criminal, under any applicable law, rule, treaty or convention; nor may the Collateral be used in any manner which is or may be declared to be illegal and which may thereby render the Collateral liable to confiscation, seizure, detention or destruction.
(e)No Removal of Parts. Except as permitted or required in the section of this Agreement titled II Maintenance, Use, Repairs, Inspections, and Licenses," Grantor shall not remove or permit the removal of any parts, engines, accessories, avionics or equipment from the Aircraft without replacing the same with comparable -parts, engines, accessories, avionics and equipment acceptable to Lender and the Aircraft's manufacturer and insurer,
(f)Modifications. Granter shall not, without the prior written consent of Lender, modify the Aircraft in any material way, Including but not limited to, the Aircraft's function or operating capability.
(6)FUTURE ENCUMBRANCES. Granter shall not, without the prior written consent of Lender, grant any Encumbrance that may affect the Collateral, or any part or parts thereof, nor shall Granter permit or consent to any Encumbrance attaching to or being filed against the Collateral, or any part or parts thereof, in favor of anyone other than Lender. Granter shall further promptly pay when due all statements and charges of airport authorities, mechanics, laborers, materialmen, suppliers and others incurred in connection with the use, operation, storage, maintenance and repair of the Aircraft so that no Encumbrance may attach to or be filed against the Aircraft or other Collateral. Grantor shall not file or register (or consent to the filing or registration of) any International Interest, Contract of Sale, or subordination, whether prospective or otherwise (or any amendment, assignment, modification, supplement, subordination or subrogation thereof) pertaining to the Aircraft, with the FAA or the International Registry without the prior written consent of Lender, which may be withheld in its sole discretion. Granter shall not execute or deliver an IDERA in favor of any party other than the Lender without the prior written consent of Lender, which may be withheld in its sole discretion. Granter additionally agrees to obtain, upon request by Lender, and in form and substance as may then be satisfactory to Lender, appropriate releases, terminations, discharges, waivers and/or subordinations of any Encumbrances that may affect the Collateral at any time and, at Lender's option cause same to be filed or registered with the FAA or International Registry as applicable.
(7)GRANTOR'S RIGHT TO POSSESSION. Until an Event of Default, Grantor shall have the possession and beneficial use of the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents.
(8)LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents in any material respect, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender, on Grantor's behalf, may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all truces, liens, security interests, International Interests, Contracts of Sale, encumbrances and other claims (including the filing of any interest with the FAA or the registration of any interest with the International Registry), at any time levied or placed on the Collateral and paying all costs for inspecting, repairing, operating, insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Obligations and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the terms of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon an Event of Default.
(9)DEFAULT, The Grantor shall, at Lender's option, be in default under this Agreement upon the happening of any of the following events or conditions (each, an "Event of Default"): (a) any Event of Default (as defined in any of the Obligations); (b) any default under any of the Obligations that does not have a defined set of"Events of Default'' and the lapse of any notice or cure period provided in such Obligations with respect to such default; (c) demand by Lender under any of the Obligations that have a demand feature; (d) the failure by the Grantor to perform any of its obligations under this Agreement; (e) falsity, inaccuracy or material breach by the Grantor of any written warranty, representation or statement made or furnished to Lender by or on behalf of the Grantor; (f) an uninsured material loss, theft, damage, or destruction to any of the Collateral, or the entry of any judgment against the Grantor or any lien against or the making of any levy, seizure or attachment of or on the Collateral that is not otherwise permitted hereunder; (g) the failure of Lender to have a perfected first priority security interest in the Collateral except as otherwise permitted hereunder; (h) any indication or evidence received by Lender that the Grantor may have directly or indirectly been engaged in any type of activity which, in Lender's discretion, might result in the forfeiture of any property of the Grantor to any governmental entity, federal, state or local; or (i) any change in ownership of Grantor, whether voluntary or involuntary, including, but not limited to, a division of Grantor into two or more entities.
(10)RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs and is continuing under this Agreement, Lender shall have all the rights of a secured party under the UCC and a creditor under the Convention, and Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. [n addition and without limitation, Lender may exercise any one or more of the following rights and remedies:
(a)Accelerate Obligations. Lender may declare the entire Obligations, including any prepayment premium which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor.
(b)Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
(c)Sale of the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least ten (10) business days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, inspecting, repairing, operating, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Obligations secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.
(d)Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Obligations. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Obligations by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
(e)Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the Obligations due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement.
(f)Election of .Remedies, Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies.
(g)Convention Remedies. In addition to the remedies previously set forth in this Agreement, Lender has all remedies available to a creditor under the Convention (and Grantor affirmatively agrees that Lender has all the rights and remedies, and can exercise all of the rights and remedies, granted a creditor under the Convention), including but not limited to (a) if Grantor is in possession, custody or control of the Collateral, Lender may enter Grantor's or any other person's premises and take possession of such Collateral; (b) to require Grantor to assemble and make available such Collateral at a location selected by Lender; (c) to sell, lease or otherwise dispose or cause the Grantor to sell, lease or otherwise dispose of the Collateral; (d) collect or receive any income, rents or profits arising from the management or use of the Collateral; and (e) procure the deregistration of the registration of the Aircraft and export of the Aircraft to a jurisdiction of Lender's choice pursuant to the IDERA.
(11)INDEMNITY. Grantor agrees to indemnify each of Lender, each legal entity, if any, who controls, is controlled by or is under common control with Lender, and each of their respective directors, officers and employees (the "Indemnified Parties"), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Grantor), in connection with or arising out of or relating to the matters referred to in this Agreement or the Obligations, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Grantor, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Agreement, payment of the Obligations and the assignment of any rights hereunder. The Grantor may participate at its expense in the defense of any such claim.
(12)MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
(a)Assignment. Lender may transfer or assign all or any part of its interest in this Agreement, together with any Related Documents, and Grantor hereby consents to any and all assignments or sales of, or the granting of participations in, this Agreement and any Related Documents, by Lender and any purchaser or assignee of any interest in this Agreement and any Related Documents. Lender shall endeavor to provide written notice to Grantor of any such sale, assignment, or participation; provided, however, the failure to provide any such notice to Grantor shall not be a breach of this Agreement. Grantor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Agreement or any Related Documents, without the prior written consent of Lender, which may be withheld in its sole discretion.
(b)Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
(c)Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants to the Lender, as of the date of this Agreement, the date of each advance of proceeds under the Note, the date of any renewal, extension or modification of the Note, and at all times until the Note has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Note will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation
of any law, regulation, order or directive enforced by any Compliance Authority; (o) the funds used to repay the Note are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any
dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws, Borrower covenants and agrees that it shall immediately notify the Lender in writing upon the occurrence of a Reportable Compliance Event.
As used herein: "Anti-Terrorism Laws" means any laws relating to terrorism, trade sanctions programs
and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to
time; "Compliance Authority'' means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b)
U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity" means the Borrower, its affiliates and subsidiaries, all guarantors, pledgers of collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Note; "Reportable Compliance Event' means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; "Sanctioned Country" means a country subject to a sanctions program maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject lo any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority,
(d)Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement,
(e)Governing Law and Jurisdiction. This Agreement, the Note and the Related Documents are accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania ("State"), THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES _HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN SUCH STATE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF TI-IE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC
SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT), EXCEPT THAT THE LAWS OF THE STATE
WHERE ANY COLLATERAL IS LOCATED (IF DIFFERENT FROM THE STATE) SHALL GOVERN THE
CREATION, PERFECTION AND FORECLOSURE OF THE LIENS CREATED HEREUNDER ON SUCH
PROPERTY OR ANY INTEREST THEREIN. The Grantor hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial district for Allegheny County, Commonwealth of Pennsylvania; provided that nothing contained in this Agreement will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Grantor individually, against any security or against any property of the Grantor within any other county, state or other foreign or domestic jurisdiction. The Lender and the Grantor agree that the venue provided above is the most convenient forum for both the Lender and the Grantor. The Grantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.
(I) Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder ("Notices") must be in writing and :will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the manner in which provided, Notices may be sent to a party's address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this section.
(g)Severability. If a court of competent jurisdiction finds any provision of the Note, the Related Documents, or this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from the Note, the Related Documents, or this Agreement. Unless otherwise required by law, the illegality, invalidity, or enforceability of any provision of the Note, the Related Documents, or this Agreement shall not affect the legality, validity or enforceability of any other provision of the Note, the Related Documents, or this Agreement.
(h)Successors and Assigns. Subject to any limitations stated in the Note, the Related Documents, or this Agreement, on transfer of Grantor's interest, the Note, the Related Documents., and this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the Obligations by way of forbearance or extension without releasing Grantor from the obligations and liabilities of the Note, the Related Documents or this Agreement.
(i)Survival of Representations and Warranties. All representations, warranties, and agreements made by Granter in this Agreement, the Note, and the Related Documents shall survive the execution and delivery of this Agreement, the Note, and the Related Documents, and shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Obligations shall be paid in full.
O) No Waiver by Lender. Lender shall not be deemed to have waived any rights under the Note, the Related Documents, or this Agreement unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any rights under the Note, the Related Documents, or this Agreement shall operate as a waiver of such right or any other right A waiver by Lender of a provision of the Note, the Related Documents, or this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of the Note, the Related Documents, or this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of writ of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under the Note, the Related Documents or this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
(k) Waive Jury. EACH OF THE GRANTOR AND LENDER IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TOT.HIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH TH1S AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GRANTOR AND LENDER ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
(13)DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement, the Note, and any Related Documents. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the United States Code and Regulations thereunder dealing with or involving Aircraft, commercial instruments relating to such Aircraft, and in the UCC:
(a)Agreement. The word "Agreement" means this Aircraft Security Agreement, as this Aircraft Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Aircraft Security Agreement from time to time.
(b)Borrower. The word "Borrower" means Preformed Line, LLC.
(c)Collateral. The word "Collateral" means (1) all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral section of this Agreement, and (2) all other property and assets granted as security for the Note, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, assignment, pledge, chattel mortgage, trust receipt, lien, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.
(d)Commercial Operations. The words "Commercial Operations" mean the carriage by aircraft in air commerce of persons or property for compensation or hire. Commercial Operations do not include carriage by aircraft in air commerce of Grantor's employees or invitees or Grantor's own property.
(e)Consolidated Text. The words "Consolidated Text" means the combination of the Convention and Protocol that was authorized pursuant to Resolution No. I adopted by the Cape Town Diplomatic Conference.
(f)Convention. Tho word "Convention" means the Convention on International Interests in Mobile Equipment, and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, both signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States, together with the Regulations for the International Registry and the International Registry Procedures, and all other rules, modifications, amendments, supplements, and revisions thereto.
(g)Encumbrance. The word "Encumbrance" means any and all presently existing or future mortgages, liens, privileges, International Interest and other contractual and statutory security interests and rights, of every nature and kind, whether in admiralty, at law, or in equity, that now and/or in the future may affect the Collateral or any part or parts thereof.
(h)Event of Default. The words "Event of Default," "Default" or "default" mean any of the events of default set forth in this Agreement and the Note in the sections entitled Default.
(i)FAA. The word "FAA" means the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities.
(j)Funding Date, The words "Funding Date" mean the date the loan is funded.
(k)Geneva Convention. The words "Geneva Convention" mean the Convention on the International Recognition of Rights in Aircraft made at Geneva, Switzerland on June 19, 1948, (effective September 17, 1953), together with the necessary enacting rules and regulations promulgated by any particular signatory country.
(I)Grantor. The word "Grantor" means Preformed Line, LLC.
(m)International Registry. The words "International Registry" shall mean the international registry created pursuant to the Convention.
(n)Lender. The word "Lender" means PNC Equipment Finance, LLC, or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc.
(o)Note. The word "Note" means the promissory note executed by Grantor dated December 31, 2020 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancing of, consolidations of, and substitutions for the note or credit agreement.
(p)Obligations. The word "Obligations" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents.
(q)Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, collateral mortgages, cooperation covenants, agreements to provide insurance, resolutions, chattel mortgages, trust receipts, assignment pledges, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Obligations. The Related Documents shall also include the Aircraft Specification Worksheet executed and delivered by or on behalf of the Granter in connection with the Collateral, the terms of which are hereby incorporated herein by reference.
(r)Transportation Code. The words "Transportation Code" shall mean Subtitle VII, Part A of Title 49 of the United States Code, as amended.
(s)"UCC" means the Uniform Commercial Code, as adopted and enacted and as in effect from time to time in the Commonwealth of Pennsylvania. Terms used herein which are defined in the UCC and not otherwise defined herein shall have the respective meanings ascribed to such terms in the UCC. To the extent the definition of any category or type of collateral is modified by any amendment, modification or revision to the UCC, such modified definition will apply automatically as of the date of such amendment, modification or revision.
The terms "Administrator", "Contract of Sale", "International Interest", "International Registry", "Professional User Entity",
"Professional User", "Prospective Contract of Sale", "Prospective International Interest'', "Transacting User Entity", shall have the meanings given them in the Convention, unless the context requires otherwise. The term "searchable" shall have the meaning contemplated by Article 32 of the Consolidated Text.
(14)COUNTERPARTS. This Agreement may be executed in several counterparts and all such executed counterparts shall constitute one agreement which shall be binding on Borrower and Grantor notwithstanding that both parties are not signatories to the same counterpart or counterparts.
(15)ELECTRONIC SIGNATURES AND RECORDS. Notwithstanding any other provision herein, Grantor agrees that this Agreement, any other amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a "Communication") may, at Lender's option, be in the form of an electronic record. Any Communication may, at Lender's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this Section may include, without limitation, use or acceptance by Lender of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AIRCRAFT SECURITY AGREEMENT AND GRANTOR AGREES TO ITS TERMS. THIS AIRCRAFT SECURITY AGREEMENT IS DATED DECEMBER 31, 2020.
GRANTOR:
PREFORMED LINE, LLC
/s/ Andrew S. Klaus
Andrew Klaus, Chief Financial Officer of Preformed Line, LLC
EX-21
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plpc-10kxex21x2025q4.htm
EX-21
Document
Exhibit 21
PREFORMED LINE PRODUCTS COMPANY
SUBSIDIARIES
International Subsidiaries:
Argentina
PLP Argentina SRL
Buenos Aires, Argentina
Australia
Preformed Line Products (Australia) Pty Ltd.
Sydney, Australia
Austria
PLP SubCon GmbH
Dornbirn, Austria
Brazil
PLP Produtos Para Linhas Preformados Ltda.
Sao Paulo, Brazil
Maxxweld Conectores Eletricos Ltda.
Curitiba, Brazil
J.A.P. Indústria de Materiais para Telefonia Ltda
Pedreira, Brazil
Canada
PLP Canada Ltd.
Lachine, Quebec, Canada
China
Beijing PLP Conductor Line Products Co., Ltd.
Beijing, China
PLP Line Products Ltd.
Tianjin, China
Colombia
PLP Colombia S.A.S.
Medellin, Colombia
Czech Republic
MICOS Telecom s.r.o.
Prostějov, Czech Republic
France
Preformed Line Products (France) SAS PT Preformed Line Products Indonesia
Paris, France
India
PLP India Private Limited
Mumbai, Maharashtra, India
Indonesia
Bekasi, Indonesia
Malaysia
Preformed Line Products (Malaysia) Sdn. Bhd
Selangor, Malaysia
Mexico
Preformados de Mexico S.A. de C.V.
Queretaro, Mexico
Delta Conectores, S.A. de C.V.
Aguascalientas, Mexico
New Zealand
Electropar Ltd.
Auckland, New Zealand
Poland
PLP Poland
Bielsko-Biala, Poland
South Africa
Preformed Line Products (South Africa) Pty. Ltd.
Pietermaritzburg, Natal
Republic of South Africa
Spain
APRESA – PLP Spain, S. A.
Sevilla, Spain
Thailand
Preformed Line Products (Thailand) Ltd.
Bangkok, Thailand
United Kingdom
Preformed Line Products (Great Britain) Ltd.
Andover, Hampshire, England
Vietnam
Preformed Line Products (Vietnam) Ltd.
Ho Chi Minh City, Vietnam
EX-23.1
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plpc-10kxex231x2025q4.htm
EX-23.1
Document
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following registration statements:
Registration Statement (Form S-8 No. 333-73692) pertaining to the Salaried Employees’ Profit Sharing Plan of Preformed Line Products Company,
Registration Statement (Form S-8 No. 333-214443) pertaining to the 2016 Incentive Plan of Preformed Line Products Company, and
Registration Statement (Form S-8 No. 333-288374) pertaining to the 2025 Incentive Plan of Preformed Line Products Company;
of our reports dated March 5, 2026, with respect to the consolidated financial statements and schedule of Preformed Line Products Company, and the effectiveness of internal control over financial reporting of Preformed Line Products Company included in this Annual Report (Form 10-K) of Preformed Line Products Company for the year ended December 31, 2025.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 5, 2026
EX-31.1
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plpc-10kxex311x2025q4.htm
EX-31.1
Document
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert G. Ruhlman, certify that:
1.I have reviewed this annual report on Form 10-K of Preformed Line Products Company;
2.Based on my knowledge, this 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 report;
3.Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 5, 2026
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| /s/ Robert G. Ruhlman |
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| Robert G. Ruhlman |
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| Executive Chairman |
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EX-31.2
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plpc-10kxex312x2025q4.htm
EX-31.2
Document
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew S. Klaus, certify that:
1.I have reviewed this annual report on Form 10-K of Preformed Line Products Company;
2.Based on my knowledge, this 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 report;
3.Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 5, 2026
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| /s/ Andrew S. Klaus |
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| Andrew S. Klaus |
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| Chief Financial Officer |
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EX-32.1
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EX-32.1
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert G. Ruhlman, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1)The Annual Report on Form 10-K of Preformed Line Products Company for the year ended December 31, 2025 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Preformed Line Products Company.
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| March 5, 2026 |
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/s/ Robert G. Ruhlman |
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Robert G. Ruhlman |
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Executive Chairman |
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(Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to Preformed Line Products Company and will be retained by Preformed Line Products Company and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2
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plpc-10kxex322x2025q4.htm
EX-32.2
Document
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew S. Klaus, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1)The Annual Report on Form 10-K of Preformed Line Products Company for the year ended December 31, 2025 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Preformed Line Products Company.
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| March 5, 2026 |
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/s/ Andrew S. Klaus |
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Andrew S. Klaus |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906 has been provided to Preformed Line Products Company and will be retained by Preformed Line Products Company and furnished to the Securities and Exchange Commission or its staff upon request.