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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).
+Added: Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during 2022 (Maxxweld, Holplast and Delta), which are included in the 2022 Consolidated Financial Statements for the year ended December 31, 2022 and constituted approximately 5.0% of total assets (inclusive of acquired intangible assets) as of December 31, 2022 and approximately 2.4% 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, 2022.
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Report of Independent Registered Public Accounting Firm
−Removed: The Board of Directors and Shareholders
−Removed: of Preformed Line Products Company
+Added: 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, 2022, 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).
−Removed: In our opinion, Preformed Line Products (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
+Added: In our opinion, Preformed Line Products Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
+Added: 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 Maxxweld Conectores Eletricos Ltda.
+Added: (Maxxweld), Holplast, s.r.o (Holplast) and Delta Conectores, S.A.
+Added: (Delta), which are included in the 2022 consolidated financial statements of the Company and on a combined basis constituted 5.0% of total assets as of December 31, 2022 and 2.4% of net sales for the year then ended.
+Added: 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 Maxxweld, Holplast and Delta.
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, 2022 and 2021, the related Statements of Consolidated Income, Comprehensive Income, Cash Flows and Shareholders’
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Other Information
−Removed: On March 2, 2022, the Company entered into an amendment to the Facility to increase the capacity from $65.0 million to $90.0 million.
−Removed: As part of this amendment, the index used to determine the interest rate changed from LIBOR to the Bloomberg Short Term Bank Yield Index (“BSBY”).
−Removed: The interest rate will now be defined as BSBY plus 1.125% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, at which point the BSBY spread becomes 1.500%.
−Removed: The amendment also allows the Company to change its rate from BSBY to the Secured Overnight Financing Rate (“SOFR”) at the Company’s discretion.
−Removed: The amendment extended the maturity from June 30, 2024 to March 2, 2026.
−Removed: All other terms remain the same.
Disclosure Regarding Foreign Jurisdictions that Require Inspections
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Execut ive Compensation
−Removed: The information set forth under the caption “Directors and Executive Officers Compensation”
−Removed: and “Compensation Policies and Risk”
+Added: The information set forth under the caption “Directors and Executive Officers Compensation”, other than under the caption "Pay versus Performance", and “Compensation Policies and Risk”
in the Proxy Statement is incorporated herein by reference.
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Exhibits and Fina ncial Statement Schedules
−Removed: (a) Financial Statements and Schedule
+Added: (a) Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Financial Statements and Schedule
Financial Statements
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Promissory Note dated December 31, 2020, between the Company and PNC Bank National Association (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2020).
−Removed: Amended and Restated Loan Agreement, dated March 2, 2022, between the Company and PNC Bank, National Association Joinder and Amendment No.
−Removed: 12 to Amended and Restated Line of Credit Note dated March 2, 2022 between the Company and PNC Bank, National Association, filed herewith.
+Added: Amended and Restated Loan Agreement, dated March 2, 2022, between the Company and PNC Bank, National Association Joinder, (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2021).
Amendment No.
−Removed: 12 to Amended and Restated Loan Agreement, dated March 2, 2022, between the Company and PNC Bank, National Association, filed herewith.
+Added: 12 to Amended and Restated Line of Credit Note, dated March 2, 2022, between the Company and PNC Bank, National Association, (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2021).
+Added: Amendment No.
+Added: 13 to Amended and Restated Line of Credit Note, dated August 31, 2022, between the Company and PNC Bank, National Association (incorporated by reference to the Company's 10-Q filing for the quarter ended September 30, 2022).
Preformed Line Products Amended Company Code of Conduct (incorporated by reference to the Company’s 10-K filed for the year ended December 31, 2019)
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.