PREFORMED LINE PRODUCTS CO 10-Q

ITEM 1. FINANCIAL STATEMENTS PREFORMED LINE PRODUCTS COMPANY CONSOLIDATED BALANCE SHEETS March 31, 2024 December 31, 2023 (Thousands of dollars, except share and per share data) (Unaudited) ASSETS Cash, cash equivalents and restricted cash $ 45,859 $ 53,607 Accounts receivable, net 111,527 106,892 Inventories, net 141,508 148,814 Prepaid expenses 8,314 8,246 Other current assets 7,053 7,256 TOTAL CURRENT ASSETS 314,261 324,815 Property, plant and equipment, net 203,242 207,892 Operating lease, right-of-use assets 11,021 11,671 Goodwill 28,603 29,497 Other intangible assets, net 11,868 12,981 Deferred income taxes 7,379 7,109 Other assets 9,735 9,186 TOTAL ASSETS $ 586,109 $ 603,151 LIABILITIES AND SHAREHOLDERS' EQUITY Trade accounts payable $ 41,748 $ 37,788 Notes payable to banks 1,487 6,968 Operating lease liabilities, current 1,532 1,671 Current portion of long-term debt 7,078 6,486 Accrued compensation and other benefits 23,348 28,018 Accrued expenses and other liabilities 20,961 27,414 Dividends payable 1,189 1,300 Income taxes payable 2,361 1,672 TOTAL CURRENT LIABILITIES 99,704 111,317 Long-term debt, less current portion 47,928 48,796 Operating lease liabilities, noncurrent 7,391 7,892 Deferred income taxes 3,414 3,536 Other noncurrent liabilities 14,304 15,454 SHAREHOLDERS' EQUITY Common shares – $ 2 par value per share, 15,000,000 shares authorized, 4,918,036 and 4,908,413 issued and outstanding, at March 31, 2024 and December 31, 2023 13,711 13,607 Common shares issued to rabbi trust, 238,641 and 243,118 shares at March 31, 2024 and December 31, 2023, respectively ( 10,214 ) ( 10,183 ) Deferred compensation liability 10,214 10,183 Paid-in capital 61,408 60,958 Retained earnings 528,733 520,154 Treasury shares, at cost, 1,937,150 and 1,894,419 shares at March 31, 2024 and December 31, 2024, respectively ( 123,701 ) ( 118,249 ) Accumulated other comprehensive loss ( 66,782 ) ( 60,306 ) TOTAL PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS' EQUITY 413,369 416,164 Noncontrolling interest ( 1 ) ( 8 ) TOTAL SHAREHOLDERS' EQUITY 413,368 416,156 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 586,109 $ 603,151 See notes to consolidated financial statements (unaudited) . 3 PREFORMED LINE PRODUCTS COMPANY STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) Three Months Ended March 31, 2024 2023 (Thousands of dollars, except share and per share data) Net sales $ 140,904 $ 181,824 Cost of products sold 96,773 115,541 GROSS PROFIT 44,131 66,283 Costs and expenses Selling 11,900 12,388 General and administrative 16,608 18,609 Research and engineering 5,431 5,193 Other operating (income) expense, net ( 1,367 ) 1,112 32,572 37,302 OPERATING INCOME 11,559 28,981 Other income (expense) Interest income 972 304 Interest expense ( 708 ) ( 1,066 ) Other income, net 35 40 299 ( 722 ) INCOME BEFORE INCOME TAXES 11,858 28,259 Income tax expense 2,255 6,840 NET INCOME $ 9,603 $ 21,419 Net income attributable to noncontrolling interests ( 7 ) ( 21 ) NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS $ 9,596 $ 21,398 AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: Basic 4,915 4,937 Diluted 4,944 4,997 EARNINGS PER SHARE OF COMMON STOCK ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS: Basic $ 1.95 $ 4.33 Diluted $ 1.94 $ 4.28 See notes to consolidated financial statements (unaudited). 4 PREFORMED LINE PRODUCTS COMPANY STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 31, 2024 2023 (Thousands of dollars) Net income $ 9,603 $ 21,419 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 6,565 ) 3,922 Recognized net actuarial gain 89 89 Other comprehensive (loss) income, net of tax ( 6,476 ) 4,011 Comprehensive income attributable to noncontrolling interests ( 7 ) ( 21 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS $ 3,120 $ 25,409 See notes to consolidated financial statements (unaudited). 5 PREFORMED LINE PRODUCTS COMPANY STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2024 2023 (Thousands of dollars) OPERATING ACTIVITIES Net income $ 9,603 $ 21,419 Adjustments to reconcile net income to net cash provided by (used in) operations: Depreciation and amortization 5,414 4,275 Deferred income taxes ( 386 ) ( 1,530 ) Share-based compensation expense 383 1,066 (Gain) loss on sale of property and equipment ( 1,843 ) 16 Other, net 1,230 1,942 Changes in operating assets and liabilities ( 8,648 ) ( 1,758 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 5,753 25,430 INVESTING ACTIVITIES Capital expenditures ( 3,918 ) ( 8,351 ) Proceeds from the sale of property and equipment 3,237 124 Acquisition of businesses, net of cash - ( 14,068 ) NET CASH USED IN INVESTING ACTIVITIES ( 681 ) ( 22,295 ) FINANCING ACTIVITIES Payments of notes payable to banks ( 5,307 ) ( 4,524 ) Proceeds from long-term debt 33,232 50,389 Payments of long-term debt ( 33,069 ) ( 50,633 ) Dividends paid ( 1,130 ) ( 1,154 ) Proceeds from issuance of common shares 60 355 Purchase of common shares for treasury - ( 116 ) Purchase of common shares for treasury from related parties ( 5,452 ) ( 3,624 ) NET CASH USED IN FINANCING ACTIVITIES ( 11,666 ) ( 9,307 ) Effects of exchange rate changes on cash, cash equivalents and restricted cash ( 1,154 ) 724 Net decrease in cash, cash equivalents and restricted cash ( 7,748 ) ( 5,448 ) Cash, cash equivalents and restricted cash at beginning of year 53,607 37,239 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 45,859 $ 31,791 See notes to consolidated financial statements (unaudited). 6 PREFORMED LINE PRODUCTS COMPANY STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY Accumulated Other Comprehensive Income (Loss) 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 (In thousands, except share and per share data) 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 9,596 9,596 7 9,603 Foreign currency translation adjustment ( 6,565 ) ( 6,565 ) ( 6,565 ) Pension adjustment, net of tax 89 89 89 Total comprehensive income 3,120 7 3,127 Share-based compensation 383 383 383 Purchase of 42,731 common shares ( 5,452 ) ( 5,452 ) ( 5,452 ) Issuance of 52,354 common shares 104 67 171 171 Common shares distributed from rabbi trust of 4,477 , net ( 31 ) 31 — — Cash dividends declared – $ 0.20 per share ( 1,017 ) ( 1,017 ) ( 1,017 ) Balance at March 31, 2024 $ 13,711 $ ( 10,214 ) $ 10,214 $ 61,408 $ 528,733 $ ( 123,701 ) $ ( 62,393 ) $ ( 4,389 ) $ 413,369 $ ( 1 ) $ 413,368 Accumulated Other Comprehensive Income (Loss) 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 (In thousands, except share and per share data) Balance at December 31, 2022 $ 13,351 $ ( 10,261 ) $ 10,261 $ 53,646 $ 460,930 $ ( 99,303 ) $ ( 65,495 ) $ ( 4,492 ) $ 358,637 $ ( 13 ) $ 358,624 Net income 21,398 21,398 21 21,419 Foreign currency translation adjustment 3,922 3,922 3,922 Pension adjustment, net of tax 89 89 89 Total comprehensive income 25,409 21 25,430 Share-based compensation 1,066 1,066 1,066 Purchase of 41,573 common shares ( 3,740 ) ( 3,740 ) ( 3,740 ) Issuance of 72,477 common shares 140 244 384 384 Common shares distributed from rabbi trust of 3,541 , net 185 ( 185 ) — — Cash dividends declared – $ 0.20 per share ( 1,050 ) ( 1,050 ) ( 1,050 ) Balance at March 31, 2023 $ 13,491 $ ( 10,076 ) $ 10,076 $ 54,956 $ 481,278 $ ( 103,043 ) $ ( 61,573 ) $ ( 4,403 ) $ 380,706 $ 8 $ 380,714 See notes to consolidated financial statements (unaudited). 7 PREFORMED LINE PRODUCTS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Tables in thousands of dollars, except share and per share data, unless specifically noted) Note 1 – Significant Accounting Policies The accompanying unaudited consolidated financial statements of Preformed Line Products Company and subsidiaries (the “Company” or “PLPC”) have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. This Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Form 10-K for the year ended December 31, 2023 filed on March 8, 2024 with the Securities and Exchange Commission. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities and Exchange Commission. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these consolidated financial statements contain all estimates and adjustments, consisting of normal recurring accruals, required to fairly present the financial position, results of operations, and cash flows for the interim periods. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full-year ending December 31, 2024. Noncontrolling interests a re 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 the Company’s consolidated financial statements. Additionally, the Company’s consolidated financial statements include 100 % of a controlled subsidiary’s earnings, rather than only its 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. Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Adopted or Issued Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 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 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU. 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 is effective for fiscal years and interim periods beginning after December 15, 2024. The Company is evaluating the impact of adopting this ASU. Note 2 – 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 8 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. Disaggregated Revenue The Company’s revenues by segment and product type are as follows: Three Months Ended March 31, 2024 Product Type PLP-USA The Americas EMEA Asia-Pacific Consolidated Energy 67 % 74 % 70 % 76 % 70 % Communications 28 % 25 % 24 % 3 % 23 % Special Industries 5 % 1 % 6 % 21 % 7 % Total 100 % 100 % 100 % 100 % 100 % Three Months Ended March 31, 2023 Product Type PLP-USA The Americas EMEA Asia-Pacific Consolidated Energy 59 % 63 % 36 % 74 % 56 % Communications 37 % 35 % 61 % 2 % 38 % Special Industries 4 % 2 % 3 % 24 % 6 % 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: Three Months Ended March 31, 2024 2023 Allowance for credit losses, beginning of period $ 8,260 $ 5,021 Additions charged to costs and expenses 66 752 Write-offs ( 6 ) ( 3 ) Foreign exchange and other ( 131 ) 37 Allowance for credit losses, end of period $ 8,189 $ 5,807 Note 3 – Inventories, Net Inventories, net Inventory is carried at lower of cost or net realizable value. The components of inventory are as follows: March 31, 2024 December 31, 2023 Raw materials $ 93,392 $ 98,708 Work-in-process 13,874 14,397 Finished products 44,958 46,250 Inventories, net of excess and obsolete inventory reserve 152,224 159,355 Excess of current cost over LIFO cost ( 10,716 ) ( 10,541 ) Inventories at LIFO cost $ 141,508 $ 148,814 Costs for inventories of certain material, mainly in the U.S., are determined using the Last-In First-Out ("LIFO") method and totaled approximately $ 55.3 million at March 31, 2024 and $ 60.1 million at December 31, 2023. An actual valuation of inventories under the LIFO method can be made only at the end of the year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Because these estimates are subject to change and may be different than the actual inventory levels and costs at the end of the year, interim results are subject to the final year-end LIFO inventory valuation. During the three-month periods ended March 31, 2024 and 202 3, the net change in LIFO inventories resulted in expense of $ 0.2 million and $ 0.5 million, respectively, to Cost of products sold. Th e Company’s reserves for slow moving and obsolete inventory was $ 17.8 million at March 31, 2024 and $ 17.6 million at December 31, 2023. 9 Note 4 – Property and Equipment, Net Major classes of property, plant and equipment are stated at cost and were as follows: March 31, 2024 December 31, 2023 Land and improvements $ 20,840 $ 21,374 Buildings and improvements 125,828 129,369 Machinery, equipment and aircraft 240,671 238,868 Construction in progress 20,725 22,619 Property, plant and equipment, gross 408,064 412,230 Less accumulated depreciation ( 204,822 ) ( 204,338 ) Property, plant and equipment, net $ 203,242 $ 207,892 Note 5 – Contingent 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. In November 2016, the Company and its subsidiaries Helix Uniformed Ltd. (“Helix”) and Preformed Line Products (Canada) Limited (“PLPC Canada”), were each named, jointly and severally, with each of SNC-Lavalin ATP, Inc. (“SNC ATP”), HD Supply Canada Inc., by its trade names HD Supply Power Solutions and HD Supply Utilities (“HD Supply”), and Anixter Power Solutions Canada Inc. (the corporate successor to HD Supply, “Anixter”) and, together with the Company, PLPC Canada, Helix, SNC ATP and HD Supply (the “Defendants”), in a complaint filed by Altalink, L.P. (the “Plaintiff”) in the Court of Queen’s Bench of Alberta in Alberta, Canada in November 2016 (the “Complaint”). The Complaint stated that the Plaintiff engaged SNC ATP to design, engineer, procure and construct numerous power distribution and transmission facilities in Alberta (the “Projects”) and that through SNC ATP and HD Supply (now Anixter), spacer dampers manufactured by Helix were procured and installed in the Projects. The Complaint alleged that the spacer dampers have and may continue to become loose, open and detach from the conductors, resulting in damage and potential injury and a failure to perform the intended function of providing spacing and damping to the Project. The Plaintiff was seeking an estimated $ 56.0 million Canadian dollars in damages jointly and severally from the Defendants, representing the costs of monitoring and replacing the spacer dampers and remediating property damage, due to alleged defects in the design and construction of, and supply of materials for, the Projects by SNC ATP and HD Supply/Anixter and in the design of the spacer dampers by Helix. On September 26, 2023, the Defendants and the Plaintiff entered into a settlement agreement which dismissed the action against all Defendants with prejudice. Net of insurance, the total settlement amount paid by the Company in the fourth quarter of 2023 was $ 4.3 million Canadian dollars ($ 3.2 million US dollars). The settlement reflects the Company’s desire to eliminate the burden, expense, distraction and further uncertainties of litigation, and settlement does not constitute an admission of liability, wrongdoing or fault by the Company and its subsidiaries . 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. As of March 31, 2024 and December 31, 2023, there were zero reserves for known global legal matters. Note 6 – Pension Plans The Company uses a December 31 measurement date for the Preformed Line Products Company Employees’ Retirement Plan (the “U.S. Plan”). Net periodic pension expense for the U.S. Plan for the three months ended March 31, 2024 and 2023, respectively, follows: 10 Three Months Ended March 31, 2024 2023 Interest cost $ 387 $ 392 Expected return on plan assets ( 485 ) ( 501 ) Recognized net actuarial loss 117 117 Net periodic pension expense $ 19 $ 8 There were no contributions to the U.S. Plan during the three months ended March 31, 2024 and 2023. The Company is evaluating whether to make additional contributions to the U.S. Plan during 2024. In August 2023, the Board of Directors of the Company approved a resolution to terminate the U.S. Plan and preliminary administrative actions have been undertaken to proceed with the termination. Components of pension expense are included in Other income, net in the Consolidated Statements of Income. Note 7 – Accumulated Other Comprehensive Income (“AOCI”) The following tables set forth the total changes in AOCI by component, net of tax: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cumulative Cumulative Unrecognized Translation Unrecognized Translation Benefit Cost Adjustment Total Benefit Cost Adjustment Total Balance at January 1, $ ( 4,478 ) $ ( 55,828 ) $ ( 60,306 ) $ ( 4,492 ) $ ( 65,495 ) $ ( 69,987 ) Other comprehensive income before reclassifications: Gain on foreign currency translation adjustment — ( 6,565 ) ( 6,565 ) — 3,922 3,922 Amounts reclassified from AOCI: Amortization of defined benefit pension actuarial gain (a) 89 — 89 89 — 89 Net current period other comprehensive income (loss) 89 ( 6,565 ) ( 6,476 ) 89 3,922 4,011 Balance at March 31, $ ( 4,389 ) $ ( 62,393 ) $ ( 66,782 ) $ ( 4,403 ) $ ( 61,573 ) $ ( 65,976 ) (a) This AOCI component is included in the computation of net periodic pension expense (income) as noted in Note 6 – Pension Plans . Note 8 – Debt and Credit Arrangements The Company maintains a credit facility (the "Facility") with a capacity of $ 90.0 million that expires March 2, 2026 . The interest rate is defined as the Secured Overnight Financing Rate (“SOFR”) 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 SOFR spread becomes 1.500 %. At March 31, 2024, the Company had utilized $ 35.0 million with $ 55.0 million available on the Facility. There wer e no long-term outstanding letters of credit as of March 31, 2024. Our bank debt to equity percentage was 13.7 %. The Facility contains, among other provisions, requirements for maintaining levels of net worth and profitability. At March 31, 2024, the Company was in compliance with these covenants. 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 $ 14.2 million outstanding on this debt facility at March 31, 2024, $ 2.1 million was classified as current. The loan is secured by the aircraft. 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 March 31, 2024, and December 31, 2 023, $ 7.3 million and $ 13.3 million was outstanding, of which $ 6.5 million and $ 11.4 million were classified as current, respectively. These facilities support commitments made in the ordinary course of business. The Company's Asia-Pacific segment had $ 0.2 million in restricted cash used to secure bank debt at March 31, 2024 and December 31, 2023, respectively. The restricted cash is shown on the Company’s Consolidated Balance Sheets in Cash, cash equivalents and restricted cash. Note 9 – Income Taxes For the three months ended March 31, 2024 and 2023, the Company’s effective tax rate was 19 % and 24 %, respectively. The effective tax rate for the three months ended March 31, 2024 was lower than the effective tax rate for the same period in 2023 mainly due to an increase in excess tax benefits on share-based compensation in relation to overall lower pre-tax book income. 11 The Company provides valuation allowances against deferred tax assets when it is more likely than not that some portion or all of its deferred tax assets will not be realized. During the period ended March 31, 2024, the Company did no t record any additional valuation allowances in various jurisdictions on their deferred tax assets. For the three-month periods ending March 31, 2024 and 2023, the Company did no t record any new uncertain tax positions. Note 10 – 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 periods presented. The calculation of basic and diluted earnings per share for the three months ended March 31, was as follows: Three Months Ended March 31, 2024 2023 Numerator Net income $ 9,596 $ 21,398 Denominator Determination of shares (in thousands) Weighted-average common shares outstanding 4,915 4,937 Dilutive effect – share-based awards 29 60 Diluted weighted-average common shares outstanding 4,944 4,997 Earnings per common share Basic $ 1.95 $ 4.33 Diluted $ 1.94 $ 4.28 For the three months ended March 31, 2024 and 2023, there were zero stock options which were excluded from the calculation of diluted earnings per share. Note 11 – Goodwill and Other Intangibles The Company’s finite and indefinite-lived intangible assets consist of the following: March 31, 2024 December 31, 2023 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Finite-lived intangible assets Patents $ 4,806 $ ( 4,806 ) $ 4,806 $ ( 4,806 ) Land use rights 655 ( 118 ) 1,109 ( 307 ) Trademark 1,969 ( 1,690 ) 1,988 ( 1,682 ) Technology 6,836 ( 3,724 ) 7,104 ( 3,738 ) Customer relationships 18,720 ( 10,780 ) 19,240 ( 10,733 ) $ 32,986 $ ( 21,118 ) $ 34,247 $ ( 21,266 ) Indefinite-lived intangible assets Goodwill $ 28,603 $ 29,497 The Company’s measurement date for its annual impairment test for goodwill is October 1st of each year. The Company performs additional interim impairment assessments as circumstances warrant. There were no indicators of impairment noted for the period ending March 31, 2024. 12 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 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. The Company’s only intangible asset with an indefinite life is goodwill. The Company’s goodwill is not deductible for tax purposes. Changes in the carrying amount of goodwill by reporting unit are 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 — ( 290 ) ( 604 ) — ( 894 ) Balance at March 31, 2024 $ 3,078 $ 10,292 $ 15,233 $ — $ 28,603 Note 12 – Fair Value of Financial Assets and Liabilities Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. 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; and (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 March 31, 2024 and December 31, 2023: 13 Description Balance as of March 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 $ 141 $ — $ 141 $ — Total assets $ 141 $ — $ 141 $ — Liabilities: Foreign currency forward contracts $ 8 $ — $ 8 $ — Supplemental profit sharing plan 9,123 — 9,123 — Total liabilities $ 9,131 $ — $ 9,131 $ — Description Balance as of December 31, 2023 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 $ 158 $ — $ 158 $ — Total assets $ 158 $ — $ 158 $ — Liabilities: Foreign currency forward contracts $ — $ — $ — $ — Supplemental profit sharing plan 8,222 — 8,222 — Total liabilities $ 8,222 $ — $ 8,222 $ — 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 three months ended March 31, 2024 and 2023, the Company recognized net losses of $ 0.2 million and $ 0.1 mi llion, respectively, on foreign currency forward contracts. The Company has a non-q ualified supplemental profit sharing plan for its executives (the "Supplemental Profit Sharing Plan"). The liability for the unfunded Supplemental Profit Sharing Plan was $ 9.1 million at March 31, 2024 and $ 8.2 million at December 31, 2023. 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 inve st 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 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 March 31, 2024 and December 31, 2023, the fair value of the Company’s long-term debt was estimated using discounted cash flows analyses, 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: March 31, 2024 December 31, 2023 Fair Value Carrying Value Fair Value Carrying Value Long-term debt and related current maturities $ 51,486 $ 55,006 $ 51,786 $ 55,282 14 Note 13 – Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated by the CODM, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The following tables present a summary of the Company’s reportable operating segments for the three months ended March 31, 2024 and 2023. Financial results for the PLP-USA segment include the elimination of all segments’ intercompany profit in inventory. Three Months Ended March 31, 2024 2023 Net sales PLP-USA $ 70,737 $ 97,177 The Americas 18,358 22,568 EMEA 28,654 39,034 Asia-Pacific 23,155 23,045 Total net sales $ 140,904 $ 181,824 Intersegment sales PLP-USA $ 2,346 $ 11,962 The Americas 2,467 4,213 EMEA 1,374 1,533 Asia-Pacific 3,764 7,009 Total intersegment sales $ 9,951 $ 24,717 Gross profit PLP-USA $ 24,696 $ 42,106 The Americas 4,965 7,987 EMEA 8,318 9,247 Asia-Pacific 6,152 6,943 Total gross profit $ 44,131 $ 66,283 Net income attributable to Preformed Line Products Company shareholders PLP-USA $ 5,317 $ 16,796 The Americas 897 1,889 EMEA 1,579 1,661 Asia-Pacific 1,803 1,052 Total net income attributable to Preformed Line Products Company shareholders $ 9,596 $ 21,398 Note 14 – Acquisitions of Businesses Acquisition of Pilot Plastics On February 1, 2023, the Company acquired substantially all of the assets of Pilot Plastics, headquartered in Akron, Ohio. Pilot Plastics is an injection molding manufacturer and the acquisition expanded the Company's injection molding capabilities and further enhanced the Company's domestic manufacturing footprint. The purchase price was approximatel y $ 13.8 million, net of cash as of the closing date. The purchase price is subject to a holdback of approximately $ 1.7 million. To fund the Pilot Plastics acquisition, the Company borrowed on the Facility. The acquisition of Pilot Plastics 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, and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. During the measurement period, opening balance sheet adjustments were made to finalize the fair value estimates based on the final valuations received, which are summarized in the table below. 15 Final Allocation Accounts receivable $ 970 Inventory 585 Property, plant and equipment and other assets 13,628 Accounts payable ( 1,299 ) Other current liabilities ( 71 ) Total identifiable net assets 13,813 Total consideration, net of cash received $ 13,813 Due to the consideration transferred equaling the fair value of the assets acquired, no residual goodwill was recognized. All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position. 16