Preformed Line Products - 10-Q quarterly report FY

 

(Exact Name of Registrant as Specified in Its Charter)

(440) 461-5200

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of common shares outstanding as of November 1, 2010: 5,221,030.

 

 

NOTE A — BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Preformed Line Products Company and subsidiaries (the “Company” or “PLPC”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. However, in the opinion of management, these consolidated financial statements contain all estimates and adjustments, 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 and nine month periods ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010.

The consolidated balance sheet at December 31, 2009 has been derived from the audited consolidated financial statements, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes to consolidated financial statements included in the Company’s 2009 Annual Report on Form 10-K filed on March 15, 2010 with the Securities and Exchange Commission.

NOTE B — OTHER FINANCIAL STATEMENT INFORMATION

Noncurrent inventory is included in other assets on the consolidated balance sheets and is principally comprised of raw materials.

Major classes of property and equipment are stated at cost and were as follows:

The components of comprehensive income (loss) for the three and nine month periods ended September 30 are as follows:

From time to time, the Company may be subject to litigation incidental to its business. 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 flows.

NOTE C — PENSION PLANS

PLP-USA hourly employees of the Company who meet specific requirements as to age and service are covered by a defined benefit pension plan. The Company uses a December 31 measurement date for this plan. Net periodic benefit cost for this plan included the following components:

During the nine month period ended September 30, 2010, no contributions have been made to the plan. The Company presently anticipates making no contributions to fund the plan in 2010.

NOTE D — COMPUTATION OF EARNINGS PER SHARE

Basic earnings per share were computed by dividing net income attributable to PLPC common shareholders by the weighted-average number of common shares outstanding for each respective period. Diluted earnings per share were calculated by dividing net income attributable to PLPC common shareholders 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 and nine month periods ended September 30, 2010 and 2009 were as follows:

For the three and nine month periods ended September 30, 2010, 41,500 and 32,500 stock options were excluded from the calculation of diluted earnings per share due to the average market price being lower than the exercise price, and as such the stock options are anti-dilutive. For the three and nine month periods ended September 30, 2009, 13,000 stock options were excluded from the calculation of diluted earnings per share due to the average market price being lower than the exercise price, and as such the stock options are anti-dilutive.

NOTE E — GOODWILL AND OTHER INTANGIBLES

The Company’s finite and indefinite-lived intangible assets consist of the following:

The Company performs its annual impairment test for goodwill utilizing a discounted cash flow methodology, market comparables, and an overall market capitalization reasonableness test 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. Based on the assumptions as to growth, discount rates and the weighting used for each respective valuation methodology, results of the valuations could be significantly changed. However, the Company believes that the methodologies and weightings used are reasonable and result in appropriate fair values of the reporting units.

The Company performed its annual impairment test for goodwill as of January 1, 2010, and determined that no adjustment to the carrying value was required. The additions of tradename, customer backlog, technology and customer relationships were related to the acquisition of Electropar Limited (Electropar) (see Note L — Business Combinations for further details). The aggregate amortization expense for other intangibles with finite lives for the three and nine month periods ended September 30, 2010 was $.5 million and $1 million, respectively. The aggregate amortization expense for other intangibles with finite lives for the three and nine month periods ended September 30, 2009 was $.1 million and $.4 million, respectively. Amortization expense is estimated to be $1.4 million for 2010, $1.2 million for 2011, $1.1 million for 2012 and 2013 and $1 million for 2014. The weighted average remaining amortization period is approximately 19.4 years.

The Company’s only intangible asset with an indefinite life is goodwill. The addition to goodwill is related to the acquisition of Electropar (see Note L — Business Combinations for further details). The changes in the carrying amount of goodwill, by segment, for the nine month period ended September 30, 2010, are as follows:

NOTE F — SHARE-BASED COMPENSATION

The 1999 Stock Option Plan (the Plan) permits the grant of 300,000 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. At September 30, 2010 there were no shares remaining to be issued under the Plan. Options issued to date under the Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years and expire from five to 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.

There were no options granted during the nine month periods ended September 30, 2010 and 2009.

Activity in the Plan for the nine month period ended September 30, 2010 was as follows:

The total intrinsic value of stock options exercised during the nine month periods ended September 30, 2010 and 2009 was $.1 million and $.4 million. Cash received for the exercise of stock options during 2010 was $.1 million. There were no excess tax benefits from stock based awards for the nine month period ended September 30, 2010.

For the three and nine month periods ended September 30, 2010 and 2009, the Company recorded compensation expense related to the stock options currently vesting, reducing income before taxes and net income by less than $.1 million for all periods. The total compensation cost related to nonvested awards not yet recognized at September 30, 2010 is expected to be a combined total of $.1 million over a weighted average period of 1.7 years.

Under the Preformed Line Products Company Long Term Incentive Plan of 2008 (the “LTIP Plan”), certain employees, officers, and directors will be eligible to receive awards of options and restricted shares. The purpose of this LTIP Plan is to give the Company and its subsidiaries 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 total number of Company common shares reserved for awards under the LTIP Plan is 400,000. Of the 400,000 common shares, 300,000 common shares have been reserved for restricted share awards and 100,000 common shares have been reserved for share options. The LTIP Plan expires on April 17, 2018.

For all of the participants except the CEO, a portion of the restricted share award is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a three year period. All of the CEO’s restricted shares are subject to vesting based upon the Company’s performance over a three year period.

The restricted shares are offered at no cost to the employees; however, the participant must remain employed with the Company until the restrictions on the restricted shares lapse. The fair value of a restricted share award is based on the market price of a common share on the grant date. The Company currently estimates that no awards will be forfeited. Dividends declared in 2009 and thereafter will be accrued in cash dividends. In 2008, dividends were reinvested in additional restricted shares, and held subject to the same vesting requirements as the underlying restricted shares.

A summary of the restricted share awards for the nine month period ended September 30, 2010 is as follows:

For time-based restricted shares 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 statement of consolidated income. Compensation expense related to the time-based restricted shares for the three month periods ended September 30, 2010 and 2009 was $.1 million and less than $.1 million, respectively. Compensation expense related to the time-based restricted shares for the nine month periods ended September 30, 2010 and 2009 was $.2 million and $.1 million, respectively. As of September 30, 2010, there was $.4 million of total unrecognized compensation cost related to time-based restricted share awards that is expected to be recognized over the weighted-average remaining period of approximately 1.25 years.

For the performance-based awards, the number of restricted shares in which the participants will vest depends on the Company’s level of performance measured by growth in pretax income and sales over a requisite performance period. Depending on the extent to which the performance criterions are satisfied under the LTIP Plan, the participants are eligible to earn common shares over the vesting period. Performance-based compensation expense for the three month periods ended September 30, 2010 and 2009 was $.6 million and $.7 million, respectively. Performance-based compensation expense for the nine month periods ended September 30, 2010 and 2009 was $1.8 million and $1.1 million, respectively. As of September 30, 2010, the remaining performance-based restricted share awards compensation expense of $3.1 million is expected to be recognized over a period of approximately .8 years.

In the event of a Change in Control, vesting of the restricted shares will be accelerated and all restrictions will lapse. Unvested performance-based awards are based on a maximum 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 restricted share awards, 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. Under the LTIP Plan, there are 97,903 common shares currently available for additional restricted share grants.

The LTIP plan permits the grant of 100,000 share 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. At September 30, 2010 there were 89,000 shares remaining available for issuance as options under the LTIP Plan. Options issued to date under the Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years and expire from five to 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 has elected to use the simplified method of calculating the expected term of the stock options and historical volatility to compute fair value under the Black-Scholes option-pricing model. 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 for the nine month periods ended September 30, 2010 and 2009. Outstanding shares at January 1, 2010 and September 30, 2010 were 11,000 with a weighted average exercise price per share of $38.76. As of September 30, 2010 the weighted average remaining contractual term was 9.3 years and aggregate intrinsic value was zero. There were no exercisable shares at September 30, 2010.

There were no share options exercised under the LTIP Plan during the nine month period ended September 30, 2010. There were no excess tax benefits from stock based awards for the nine month period ended September 30, 2010.

For the three month periods ended September 30, 2010 and 2009, the Company recorded compensation expense related to the share options currently vesting, reducing income before taxes and net income by less than $.1 million and zero, respectively. For the nine month periods ended September 30, 2010 and 2009, the Company recorded compensation expense related to the share options currently vesting, reducing income before taxes and net income by less than $.1 million and zero, respectively. The total compensation cost related to nonvested awards not yet recognized at September 30, 2010 is expected to be $.1 million over a weighted average period of approximately 2.1 years.

NOTE G — FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, notes payable, and short-term debt, approximates its fair value because of the short-term maturity of these instruments. At September 30, 2010, 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 which are considered to be level two inputs. There have been no transfers in or out of level two for the nine month period ended September 30, 2010. Based on the analysis performed, the fair value and the carrying value of the Company’s long-term debt are as follows:

As a result of being a global company, the Company’s earnings, cash flows and financial position are exposed to foreign currency risk. The Company’s primary objective for holding derivative financial instruments is to manage foreign currency risks. The Company accounts for derivative instruments and hedging activities as either assets or liabilities in the consolidated balance sheet and carry these instruments at fair value. The Company does not enter into any trading or speculative positions with regard to derivative instruments.

During June 2010, the Company entered into a forward foreign exchange contract to reduce its exposure to foreign currency rate changes related to the purchase price of Electropar which closed on July 31, 2010. The forward foreign currency contract had an exercise value of $12.9 million which matured on July 28, 2010. The realized gain recognized at maturity was $1.2 million, which the Company has recorded in the other income (expense) line on the statement of consolidated income.

As part of the Purchase Agreement to acquire Electropar, the Company may be required to make an additional earn-out consideration payment up to NZ$2 million or $1.5 million US dollar based on Electropar achieving a financial performance target (Earnings Before Interest, Taxes, Depreciation and Amortization) over the next 12 months commencing after the acquisition date. The fair value of the contingent consideration arrangement is determined by estimating the expected (probability-weighted) earn-out payment discounted to present value and is considered a level three input. Based upon the initial evaluation of the range of outcomes for this contingent consideration, the Company has accrued $.4 million for the additional earn-out consideration payment as of the acquisition date in the Accrued expenses and other liabilities line on the consolidated balance sheet, and as part of the purchase price. Since the acquisition date, the range of outcomes and the assumptions used to develop the estimates of the accrual have not changed, and the amount accrued in the consolidated balance sheet has immaterially increased due to an increase in the net present value of the liability due to the passage of time.

NOTE H — RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB updated guidance included in FASB ASC 810-10, related to the consolidation of variable interest entities. This guidance will require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. In addition, this updated guidance amends the quantitative approach for determining the primary beneficiary of a variable interest entity. ASC 810-10 amends certain guidance for determining whether an entity is a variable interest entity and adds additional reconsideration events for determining whether an entity is a variable interest entity. Further, this guidance requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. This updated guidance is effective as of the beginning of the first annual reporting period and interim reporting periods that begin after November 15, 2009. The adoption of this guidance did not have an impact on the Company’s financial statements or disclosures.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). This Update provides amendments to Subtopic 820-10 and related guidance within U.S. GAAP to require disclosure of the transfers in and out of Levels 1 and 2 and a schedule for Level 3 that separately identifies purchases, sales, issuances and settlements and requires more detailed disclosures regarding valuation techniques and inputs. The Company adopted this new standard effective January 1, 2010 and it had no impact on the Company’s financial statements or disclosures.

NOTE I — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification.

The Company considers the applicability and impact of all ASU’s. ASU’s not listed below were assessed and determined to be either not applicable or have minimal impact on our consolidated financial position and results of operations.

In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 addresses the accounting for sales arrangements that include multiple products or services by revising the criteria for when deliverables may be accounted for separately rather than as a combined unit. Specifically, this guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is necessary to separately account for each product or service. This hierarchy provides more options for establishing selling price than existing guidance. ASU 2009-13 is required to be applied prospectively to new or materially modified revenue arrangements in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company is currently evaluating the effect the adoption of ASU 2009-13 will have on our financial position, results of operations, cash flows, and related disclosures; however no effect is expected.

NOTE J — SEGMENT INFORMATION

The following tables present a summary of the Company’s reportable segments for the three and nine month periods ended September 30, 2010 and 2009. Financial results for the PLP-USA segment include the elimination of all segments’ intercompany profit in inventory.

NOTE K — INCOME TAXES

The Company’s effective tax rate was 29% and 26% for the three month periods ended September 30, 2010 and 2009, respectively, and 25% and 31% for the nine month periods ended September 30, 2010 and 2009, respectively. The lower effective tax rate for the three month period ended September 30, 2010 compared to the statutory tax rate of 34% is primarily due to the favorable benefit from foreign earnings in jurisdictions with lower tax rates than the U.S. statutory tax rate and the recognition of previously unrecognized tax benefits resulting from expiration of statutes of limitations. The effective tax rate for the nine month period ended September 30, 2010 is lower than the statutory federal rate of 34% primarily due to the favorable benefit from foreign earnings in jurisdictions with lower tax rates than the U.S. statutory tax rate, a favorable foreign tax incentive for technological innovation, and the decrease of unrecognized tax benefits primarily due to settlements with tax authorities.

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. The Company reversed $.4 million of valuation allowance related to foreign tax credit carryforwards as it is expected to be more likely than not that they will be realized.

As of September 30, 2010, the Company had gross unrecognized tax benefits of approximately $1.1 million. Under the provisions of ASC 740 Income Taxes, the Company recognized previously unrecognized tax benefits of $.1 million primarily due to the expiration of statutes of limitations. The Company recognized less than $.1 million of additional unrecognized tax benefit for the three month period ended September 30, 2010.

NOTE L — BUSINESS ACQUISITION

On May 15, 2010, the Company purchased Electropar Limited, a New Zealand corporation. Electropar designs, manufactures and markets pole line and substation hardware for the global electrical utility industry. Electropar is based in New Zealand with a subsidiary operation in Australia. The Company believes the acquisition of Electropar will strengthen its position in the power distribution, transmission and substation hardware markets and will expand its presence in the Asia-Pacific region.

The acquisition of Electropar closed on July 31, 2010. Pursuant to the Purchase Agreement, the Company acquired all of the outstanding equity of Electropar for NZ$20.3 million or $14.8 million U.S. dollars, net of a customary post-closing working capital adjustment of $.2 million. In addition, the Company may be required to make an additional earn-out consideration payment up to NZ$2 million or $1.5 million U.S. dollars based on Electropar achieving a financial performance target (Earnings Before Interest, Taxes, Depreciation and Amortization) over the next 12 months commencing after the acquisition date. The fair value of the contingent consideration arrangement is determined by estimating the expected (probability-weighted) earn-out payment discounted to present value. Based upon the initial evaluation of the range of outcomes for this contingent consideration, the Company has accrued $.4 million for the additional earn-out consideration payment as of the acquisition date in the Accrued expenses and other liabilities line on the consolidated balance sheet, and as part of the purchase price. Since the acquisition date, the range of outcomes and the assumptions used to develop the estimates of the accrual have not changed, and the amount accrued in the consolidated balance sheet has immaterially increased due to an increase in the net present value of the liability due to the passage of time. In addition, the Purchase Agreement includes customary representations, warranties, covenants and indemnification provisions.

The acquisition was accounted for as a business purchase pursuant to ASC 805, Business Combinations (ASC 805). As required by ASC 805-20, the Company allocated the purchase price to assets and liabilities based on their estimated value at the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed on July 31, 2010 related to the acquisition of Electropar:

The amortizable intangible assets include customer relationships, trade names and technology having useful lives of 15 years, 10 years, and 20 years, respectively and will be amortized over the straight-line method. The customer backlog has a useful life of nine months and will be amortized based on its contribution to earnings. The aggregate amortization expense for these intangible assets since the acquisition date was $.3 million.

Approximately $4.8 million has been allocated to goodwill, representing the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill for Electropar, which is not deductible for tax purposes, resulted primarily from the expected synergies, and the Company’s expectations that it will expand many of its products into the New Zealand market.

Operating results of the acquired business have been included in the Company’s statements of consolidated income from the acquisition date forward. From the acquisition date through September 30, 2010, operating results were net sales of $3.1 million and net loss of $.1 million. The net loss is primarily attributable to writing up finished goods at the acquisition date to fair market value and thus recognizing minimal profit upon sale.

Acquisition related costs related to Electropar were $.4 million for the nine month period ended September 30, 2010. These costs were for legal, accounting, valuation, other professional services, and travel related costs. These costs were included in General and administrative costs in the Company’s statement of consolidated income.

Electropar will be reported as part of the Company’s All Other segment.

OVERVIEW

We are an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication), and other similar industries. Our primary products support, protect, connect, terminate, and secure cables and wires. We also provide solar hardware systems and mounting hardware for a variety of solar power applications. Our goal is to continue to achieve profitable growth as a leader in the 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.

The reportable segments are PLP-USA, Australia, Brazil, South Africa, Canada, Poland, and All Other. Our PLP-USA segment is comprised of our U.S. operations primarily supporting our domestic energy and telecommunications products. The Australia segment is comprised of all of our operations in Australia supporting energy, telecommunications, data communications and solar products. Our Brazil segment is comprised of the manufacturing and sales operation from that location which met at least one of the criteria of a reportable segment. Our final three segments are South Africa, Poland and Canada, which are comprised of a manufacturing and sales operation, and have been included as segments to comply with reporting segments for 75% of consolidated sales. Our remaining operations, Mexico, Great Britain, Spain, China, Asia, DPW, Netherlands, and New Zealand are included in the All Other segment as none of these operations meet, or the future estimated results are not expected to meet the criteria for a reportable segment.

RECENT DEVELOPMENTS / ACQUISITIONS

On May 15, 2010, we purchased Electropar Limited, a New Zealand corporation.

Electropar Limited (Electropar) designs, manufactures and markets pole line and substation hardware for the global electrical utility industry. Electropar is based in New Zealand with a subsidiary operation in Australia. We believe that the acquisition of Electropar will strengthen our position in the power distribution, transmission and substation hardware markets and will expand our presence in the Asia-Pacific region.

The acquisition of Electropar closed on July 31, 2010. Pursuant to the Purchase Agreement, PLPC acquired all of the outstanding equity of Electropar for NZ$20.3 million or $14.8 million U.S. dollars$, net of a customary post-closing working capital adjustment of $.2 million. The Purchase Agreement includes customary representations, warranties, covenants and indemnification provisions. In addition, we may be required to make an additional earn-out consideration payment up to NZ$2 million or $1.5 million U.S. dollars$ based on Electropar achieving a financial performance target (Earnings Before Interest, Taxes, Depreciation and Amortization) over the next 12 months commencing after the acquisition date. The fair value of the contingent consideration arrangement is determined by estimating the expected (probability-weighted) earn-out payment discounted to present value. Based upon our initial evaluation of the range of outcomes for this contingent consideration, we have accrued $.4 million for the additional earn-out consideration payment as of the acquisition date, and as part of the purchase price.

On December 18, 2009, PLPC and Tyco Electronics Group S.A. (Tyco Electronics) completed a Stock and Asset Purchase Agreement, pursuant to which, we acquired from Tyco Electronics its Dulmison business for $16 million and the assumption of certain liabilities. The acquisition of Dulmison strengthened our position in the power distribution and transmission hardware market and expanded our presence in the Asia-Pacific region. As a result of the acquisition, we added operations in Indonesia and Malaysia and strengthened our existing positions in Australia, Thailand, Mexico and the United States.

We apply the purchase method of accounting to our acquisitions pursuant to ASC 805, Business Combinations. Under this method, we allocate the cost of business acquisitions to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition, commonly referred to as the purchase price allocation. As part of the purchase price allocations for our business acquisitions, identifiable intangible assets are recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are capable of being separated or divided from the acquired business and sold, transferred, licensed, rented, or exchanged. The purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with any excess recorded as goodwill. We determine the fair values of such assets and liabilities, generally in consultation with third-party valuation advisors. Such fair value assessments require significant judgments and estimates such as projected cash flows, discount rates, royalty rates and remaining useful lives that can differ materially from actual results.

The current accounting standards require us to record inventories at their respective fair values as of the acquisition date. To estimate the fair values of inventories acquired, we estimated the approximate selling price of these inventories and then subtracted the necessary expenses to sell and support the sale of these inventories. Specifically, the estimated selling price of the inventory was estimated by “grossing up” the inventories book values by an expected gross profit margin. We then only subtract certain operating expenses that would be incurred to dispose of the inventory items.

The current accounting standards, as previously noted, requires us to report the fair values of acquired tangible and intangible assets at the acquisition date fair value. In relation to our two most recent acquisition previously noted, inventories were written up $1.6 million and the acquired intangible assets (consisting of customer relationships, trade names, technology, and customer backlog) were initially valued at $10 million. As of the nine months ended September 30, 2010, our operating income of $21.2 million was decreased by $1 million for the sales of inventories that have been marked-up to fair value coupled with $.6 million of intangible amortization expense. The fourth quarter 2010’s operating results will be impacted by an estimated $.6 million related to sales of inventories that have been marked up to fair value and intangible amortization expense. Also, our 2011 operating results will be impacted by more than $1 million as the result of writing off the fair value mark-up of inventories and intangible amortization expense.

Operating results were also impacted by acquisition related costs of $.4 million for the nine month period ended September 30, 2010. These costs were for legal, accounting, valuation, other professional services and travel related costs. These costs were included in general and administrative costs in our statement of consolidated income.

Our net sales for the three month period ended September 30, 2010 increased $24.8 million, or 36%, and gross profit increased $7.1 million, or 29%, compared to the three month period ended September 30, 2009. Our net sales increase was caused by a 44% increase in foreign net sales in addition to a 26% increase in U.S. net sales. Our financial results are subject to fluctuation results in the exchange rates of foreign currencies in relation to the U.S. dollar. Of the 36% increase in net sales, 3% was from the favorable effect on the change in the translation rate of local currencies as a result of the strengthening of the U.S. dollar to certain foreign currencies compared to 2009. Excluding the effect of currency translation, costs and expenses increased $2.2 million, or 13%, as foreign costs and expenses contributed 8% of the increase and U.S. costs and expenses contributed the other 5%. As a result of the preceding, excluding the effect of currency translation, net income increased $3.3 million compared to 2009.

Our net sales for the nine month period ended September 30, 2010 increased $57.6 million, or 31%, and gross profit increased $16.1 million, or 26%, compared to the nine month period ended September 30, 2009. Our net sales increase was caused by a 45% increase in total foreign net sales coupled with a 15% increase in U.S. net sales. Our financial results are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. Of the 31% increase in net sales, 7% was from the favorable effect on the change in the translation rate of local currencies as a result of the strengthening of the U.S. dollar to certain foreign currencies compared to 2009. Excluding the effect of currency translation, gross profit increased 19% compared to 2009. Excluding the effect of currency translation, cost and expenses increased $9.6 million, or 21%, as U.S. and foreign costs and expenses increased 10% and 11%, respectively. As a result of the preceding, excluding the effect of currency translation, net income increased $3.7 million compared to 2009.

Despite the depressed global economic environment, we are seeing an improvement in our global marketplace and our financial condition continues to remain strong. We continue to generate cash flows from operations, have proactively managed working capital and have controlled capital spending. We currently have a debt to equity ratio of 9% and can borrow needed funds at an attractive interest rate under our credit facility. While current worldwide conditions necessitate that we concentrate our efforts on maintaining our financial strength, we believe there are many available opportunities for growth. We will pursue these opportunities as appropriate in the current environment in order to improve our competitive position in the future.

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

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2010 COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009

The following table sets forth a summary of the Company’s consolidated income statements for the three month period ended September 30, 2010 and September 30, 2009. The Company’s past operating results are not necessarily indicative of future operating results.

Net Sales. For the three month period ended September 30, 2010, net sales were $93.9 million, an increase of $24.8 million, or 36%, from the three month period ended September 30, 2009. Excluding the effect of currency translation, net sales increased 33% as summarized in the following table:

The increase in PLP-USA net sales of $4.6 million, or 17%, was primarily due to sales volume increases of $2.6 million and sales mix increases of $2.1 million. International net sales for the three month period ended September 30, 2010, were favorably affected by $1.7 million when converted to U.S. dollars, as a result of the U.S. dollar compared to certain stronger foreign currencies. The following discussions of international net sales exclude the effect of currency translation. Australia net sales increased $5.4 million, or 75%, as a result of higher sales volume of $3.6 million primarily related to the Dulmison acquisition in December 2009 coupled with a $1 million increase in sales related to BlueSky and higher energy sales volume. Brazil net sales increased $1 million, or 11%, primarily as a result of higher sales volume. South Africa net sales decreased $.4 million, or 11%, as a result of a large contract realized in the third quarter 2009 coupled with lower energy sales due to South Africa’s third quarter 2009 net sales at close to a record high. Canada net sales increased $.2 million, or 8%, primarily due to higher sales in their domestic markets. Poland net sales increased $1.2 million, or 38%, due primarily to an increase in sales volume as a result of an improvement in Poland’s overall economy. All Other net sales increased $11 million, or 67%, due to an overall increase in sales volume coupled with an estimated $7 million in net sales realized through the Dulmison acquisition in December 2009 and our latest acquisition of Electropar reported in All Other.

Gross profit. Gross profit of $31.7 million for the three month period ended September 30, 2010 increased $7.1 million, or 29%, compared to the three month period ended September 30, 2009. Excluding the effect of currency translation, gross profit increased 26% as summarized in the following table: