Park-Ohio Industries Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 14:41

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

pkoh-20240930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
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: 333-43005-01
Park-Ohio Industries, Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-6520107
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
6065 Parkland Boulevard, Cleveland, Ohio 44124
(Address of principal executive offices) (Zip Code)
(440) 947-2000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
The registrant meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form in reduced disclosure format.
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 twelve 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 þNo
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). þYes ¨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 the 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 accountings standards provided pursuant to Section 13(a) 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 ☑ No
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All of the outstanding capital stock of the registrant is held by Park-Ohio Holdings Corp. As of October 31, 2024, 100 shares of the registrant's common stock, $1 par value, were outstanding.
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Park-Ohio Industries, Inc. and Subsidiaries
Index
Page
Part I. Financial Information
Item 1.
Condensed Consolidated Financial Statements
4
Notes to unaudited condensed consolidated financial statements - September 30, 2024
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
27
Item 4.
Controls and Procedures
28
Part II. Other Information
Item 1.
Legal Proceedings
30
Item 1A.
Risk Factors
31
Item 6.
Exhibits
31
Signatures
32
2
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Part I. Financial Information
3
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Item 1. Condensed Consolidated Financial Statements
Park-Ohio Industries, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
September 30,
2024 		December 31,
2023
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 49.6 $ 44.7
Accounts receivable, net 276.5 263.3
Inventories, net 430.8 411.1
Receivable from affiliates 36.4 33.3
Other current assets 118.9 95.4
Total current assets 912.2 847.8
Property, plant and equipment, net 187.8 184.8
Operating lease right-of-use assets 43.4 44.7
Goodwill 115.7 110.2
Intangible assets, net 74.4 73.3
Other long-term assets 98.9 102.7
Total assets $ 1,432.4 $ 1,363.5
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable $ 202.1 $ 204.0
Payable to affiliates 7.2 7.2
Current portion of long-term debt and short-term debt 10.2 9.4
Current portion of operating lease liabilities 11.6 10.6
Accrued expenses and other 137.8 139.9
Total current liabilities 368.9 371.1
Long-term liabilities, less current portion:
Long-term debt 651.1 633.4
Long-term operating lease liabilities 32.1 34.4
Other long-term liabilities 19.2 19.4
Total long-term liabilities 702.4 687.2
Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity 353.9 295.6
Noncontrolling interests 7.2 9.6
Total equity 361.1 305.2
Total liabilities and shareholder's equity $ 1,432.4 $ 1,363.5
Refer to the accompanying notes to these unaudited condensed consolidated financial statements.
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Park-Ohio Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions)
Net sales $ 417.6 $ 418.8 $ 1,267.8 $ 1,270.4
Cost of sales 345.3 348.8 1,050.9 1,063.1
Selling, general and administrative expenses 47.6 43.0 141.7 135.2
Restructuring, acquisition-related and other special charges 0.9 - 2.4 6.6
Operating income 23.8 27.0 72.8 65.5
Other components of pension and other postretirement benefits income, net 1.1 0.6 3.8 1.9
Interest expense, net (12.2) (11.7) (36.3) (33.7)
Income from continuing operations before income taxes 12.7 15.9 40.3 33.7
Income tax benefit (expense) 0.6 (3.8) (5.3) (8.5)
Income from continuing operations 13.3 12.1 35.0 25.2
Loss attributable to noncontrolling interests 0.5 0.3 1.9 0.7
Income from continuing operations attributable to Park-Ohio Industries, Inc. common shareholder 13.8 12.4 36.9 25.9
Loss from discontinued operations, net of tax (Note 5) (3.9) (1.4) (5.3) (4.8)
Net income attributable to Park-Ohio Industries, Inc. common shareholder $ 9.9 $ 11.0 $ 31.6 $ 21.1
Refer to the accompanying notes to these unaudited condensed consolidated financial statements.
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Park-Ohio Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions)
Net income attributable to Park-Ohio Industries, Inc. common shareholder before noncontrolling interest $ 9.4 $ 10.7 $ 29.7 $ 20.4
Other comprehensive income (loss), net of tax:
Currency translation 7.4 (9.3) 2.5 (3.8)
Foreign currency forward contracts (0.2) (0.1) (1.3) (0.5)
Pension and other postretirement benefits 0.6 1.0 1.5 3.9
Total other comprehensive income (loss) 7.8 (8.4) 2.7 (0.4)
Total comprehensive income, net of tax 17.2 2.3 32.4 20.0
Comprehensive loss attributable to noncontrolling interests 0.5 0.3 1.9 0.7
Comprehensive income attributable to Park-Ohio Industries, Inc. common shareholder $ 17.7 $ 2.6 $ 34.3 $ 20.7
Refer to the accompanying notes to these unaudited condensed consolidated financial statements.
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Park-Ohio Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Shareholder's Equity (Unaudited)
Common
Stock 		Additional
Paid-In
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive Loss 		Noncontrolling Interest Total
(In millions)
Balance at January 1, 2024 - $ 151.4 $ 187.9 $ (43.7) $ 9.6 $ 305.2
Other comprehensive income (loss) - - 9.7 (1.3) (0.5) 7.9
Stock-based compensation expense - 1.5 - - - 1.5
Dividend paid to parent - - (1.5) - - (1.5)
Balance at March 31, 2024 - 152.9 196.1 (45.0) 9.1 313.1
Other comprehensive income (loss) - - 12.0 (3.8) (0.9) 7.3
Stock-based compensation expense - 1.2 - - - 1.2
Dividend paid to parent - - (1.5) - - (1.5)
Balance at June 30, 2024 - 154.1 206.6 (48.8) 8.2 320.1
Other comprehensive income (loss) - - 9.9 7.8 (0.5) 17.2
Stock-based compensation expense - 1.4 - - - 1.4
Investment from Park-Ohio Holdings Corp. - 24.7 - - - 24.7
Dividend paid to parent - - (1.8) - - (1.8)
Dividends - - - - (0.5) (0.5)
Balance at September 30, 2024 - $ 180.2 $ 214.7 $ (41.0) $ 7.2 $ 361.1
Common
Stock 		Additional
Paid-In
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive Loss 		Noncontrolling Interest Total
(In millions)
Balance at January 1, 2023 - $ 144.9 $ 186.7 $ (61.8) $ 11.5 $ 281.3
Other comprehensive income - - 4.5 5.1 0.1 9.7
Stock-based compensation expense - 1.6 - - - 1.6
Dividend paid to parent - - (1.5) - - (1.5)
Balance at March 31, 2023 - 146.5 189.7 (56.7) 11.6 291.1
Other comprehensive income (loss) - - 5.6 2.9 (0.5) 8.0
Stock-based compensation expense - 1.7 - - - 1.7
Dividend paid to parent - - (1.5) - - (1.5)
Balance at June 30, 2023 - 148.2 193.8 (53.8) 11.1 299.3
Other comprehensive income (loss) - - 11.0 (8.4) (0.3) 2.3
Stock-based compensation expense - 1.6 - - - 1.6
Dividend paid to parent - - (1.5) - - (1.5)
Balance at September 30, 2023 - $ 149.8 $ 203.3 $ (62.2) $ 10.8 $ 301.7
Refer to the accompanying notes to these unaudited condensed consolidated financial statements.
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Park-Ohio Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30,
2024 2023
(In millions)
OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
Income from continuing operations $ 35.0 $ 25.2
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization 25.2 23.4
Stock-based compensation expense 4.1 4.9
Changes in operating assets and liabilities:
Accounts receivable (7.9) (20.2)
Inventories (13.9) 2.5
Prepaid and other current assets (18.7) (31.1)
Accounts payable and accrued expenses (9.6) 14.3
Other (7.9) 3.1
Net cash provided by operating activities from continuing operations 6.3 22.1
INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
Purchases of property, plant and equipment (22.3) (20.8)
Proceeds from sale of assets - 0.6
Business acquisitions, net of cash acquired (11.0) (1.2)
Net cash used in investing activities from continuing operations (33.3) (21.4)
FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
Proceeds from revolving credit facility, net 18.7 1.4
Payments on other debt (4.4) (1.4)
Proceeds from other debt 5.8 5.1
(Payments on) proceeds from finance lease facilities, net (1.7) 0.3
Capital contributions from Park-Ohio Holdings Corp. 24.7 -
Payments related to prior acquisitions (2.2) (2.1)
Dividends paid to Parent (4.8) (4.5)
Dividends (0.5) -
Net cash provided by (used in) financing activities from continuing operations 35.6 (1.2)
DISCONTINUED OPERATIONS:
Total used by operating activities (4.1) (3.4)
Total used by investing activities - (2.0)
Total used by financing activities - (1.9)
Decrease in cash and cash equivalents from discontinued operations (4.1) (7.3)
Effect of exchange rate changes on cash 0.4 (0.5)
Increase (decrease) in cash and cash equivalents 4.9 (8.3)
Cash and cash equivalents at beginning of period 44.7 49.3
Cash and cash equivalents at end of period $ 49.6 $ 41.0
Refer to the accompanying notes to these unaudited condensed consolidated financial statements.
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
NOTE 1 - Basis of Presentation
The condensed consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (collectively, "we," "our" or the "Company"). All intercompany accounts and transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp. ("Holdings").
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted 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 of the information and footnotes required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Actual results could differ from those estimates.
NOTE 2 - New Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This guidance requires additional annual and interim disclosures for reportable segments. This new standard does not affect the recognition, measurement or financial statement presentation. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is still evaluating the impact that adoption will have on the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires additional annual disclosures for income taxes. This new standard does not affect the recognition, measurement or financial statement presentation. The amendments are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact that adoption will have on the consolidated financial statements.
No other recently-issued accounting standard updates are expected to have a material impact on our results of operations, financial condition or liquidity.
NOTE 3 - Revenue
We disaggregate our revenue by product line and geographic region of our customers as we believe these metrics best depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. See details in the tables below.
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions)
PRODUCT LINE
Supply technologies $ 165.5 $ 166.3 $ 506.9 $ 508.2
Engineered specialty fasteners and other products 29 26.5 87.1 77.7
Supply Technologies Segment 194.5 192.8 594.0 585.9
Fuel, rubber and plastic products 98.7 108.4 309.0 330.8
Assembly Components Segment 98.7 108.4 309.0 330.8
Industrial equipment 96.5 81.4 269.7 253.9
Forged and machined products 27.9 36.2 95.1 99.8
Engineered Products Segment 124.4 117.6 364.8 353.7
Total revenues $ 417.6 $ 418.8 $ 1,267.8 $ 1,270.4
Supply Technologies Segment Assembly Components Segment Engineered Products Segment Total Revenues
(In millions)
Three Months Ended September 30, 2024
GEOGRAPHIC REGION
United States $ 111.1 $ 64.6 $ 64.9 $ 240.6
Europe 36.2 4.2 20.7 61.1
Asia 23.5 7.7 25.7 56.9
Mexico 18.7 13.3 5.0 37.0
Canada 3.6 7.7 7.2 18.5
Other 1.4 1.2 0.9 3.5
Total $ 194.5 $ 98.7 $ 124.4 $ 417.6
Three Months Ended September 30, 2023
GEOGRAPHIC REGION
United States $ 117.7 $ 73.0 $ 64.2 $ 254.9
Europe 37.5 4.2 21.4 63.1
Asia 16.1 8.2 15.3 39.6
Mexico 17.4 13.4 3.0 33.8
Canada 2.9 8.2 10.3 21.4
Other 1.2 1.4 3.4 6.0
Total $ 192.8 $ 108.4 $ 117.6 $ 418.8
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
Supply Technologies Segment Assembly Components Segment Engineered Products Segment Total Revenues
(In millions)
Nine Months Ended September 30, 2024
GEOGRAPHIC REGION
United States $ 344.1 $ 204.7 $ 198.8 $ 747.6
Europe 115.0 12.9 60.8 188.7
Asia 63.8 24.2 60.9 148.9
Mexico 57.6 40.2 14.5 112.3
Canada 11.4 23.6 20.4 55.4
Other 2.1 3.4 9.4 14.9
Total $ 594.0 $ 309.0 $ 364.8 $ 1,267.8
Nine Months Ended September 30, 2023
GEOGRAPHIC REGION
United States $ 358.1 $ 236.8 $ 201.0 $ 795.9
Europe 115.1 13.3 51.9 180.3
Asia 46.5 20.1 51.2 117.8
Mexico 54.1 33.3 11.6 99.0
Canada 10.0 23.7 25.6 59.3
Other 2.1 3.6 12.4 18.1
Total $ 585.9 $ 330.8 $ 353.7 $ 1,270.4
For over time arrangements, contract assets primarily relate to revenue recognized in advance of billings to customers under long-term contracts accounted for under percentage of completion. These amounts, which totaled $55.1 million and $59.9 million at September 30, 2024 and December 31, 2023, respectively, are recorded in Other current assets in the Condensed Consolidated Balance Sheets.
For over time arrangements, contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts, which totaled $46.5 million and $53.9 million at September 30, 2024 and December 31, 2023, respectively, are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.
NOTE 4 - Segments
Our operating segments are defined as components of the enterprise for which separate financial information is available and evaluated on a regular basis by our chief operating decision maker to allocate resources and assess performance.
For purposes of measuring business segment performance, the Company utilizes segment operating income, which is defined as revenues less expenses identifiable to the product lines within each segment. The Company does not allocate items that are non-operating; unusual in nature; or corporate costs, which include but are not limited to executive compensation and corporate office costs. Segment operating income reconciles to consolidated income before income taxes by adjusting for corporate costs; gains on sales of assets; other components of pension and other postretirement benefits income, net; and interest expense, net.
Results by business segment were as follows:
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions)
NET SALES OF CONTINUING OPERATIONS:
Supply Technologies $ 194.5 $ 192.8 $ 594.0 $ 585.9
Assembly Components 98.7 108.4 309.0 330.8
Engineered Products 124.4 117.6 364.8 353.7
$ 417.6 $ 418.8 $ 1,267.8 $ 1,270.4
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:
Supply Technologies $ 20.5 $ 15.6 $ 59.0 $ 45.0
Assembly Components 6.1 11.2 21.6 26.9
Engineered Products 4.8 7.1 14.6 14.9
Total segment operating income 31.4 33.9 95.2 86.8
Corporate costs (7.6) (6.9) (22.4) (21.3)
Operating income 23.8 27.0 72.8 65.5
Other components of pension and other postretirement benefits income, net 1.1 0.6 3.8 1.9
Interest expense, net (12.2) (11.7) (36.3) (33.7)
Income from continuing operations before income taxes $ 12.7 $ 15.9 $ 40.3 $ 33.7
NOTE 5 - Discontinued Operations
On December 29, 2023, the Company completed the sale of its Aluminum Products business to Angstrom Automotive Group for approximately $50 million in cash and promissory notes, plus the assumption of approximately $3 million of finance lease obligations. The total purchase price consisted of a cash down payment of $20.0 million paid to the Company in December 2022; cash of $15.5 million paid to the Company at closing; and promissory notes totaling up to $15.0 million payable to the Company on approximately the one-year anniversary of the sale, of which up to $10.0 million is contingent on the Aluminum Products business attaining certain purchase commitments during 2024. The fair value of this contingent consideration, valued using recurring level 3 inputs, was approximately $5.0 million as of September 30, 2024.
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions) (In millions)
Net sales $ - $ 45.4 $ - $ 137.7
Cost of sales - 41.6 - 129.6
Selling, general and administrative - 4.9 - 12.5
Operating loss - (1.1) - (4.4)
Interest expense - (1.1) - (2.6)
Loss from operation of discontinued operations - (2.2) - (7.0)
Loss from sale of discontinued operations (5.0) - (6.8) -
Income tax benefit 1.1 0.8 1.5 2.2
Loss from discontinued operations, net of tax $ (3.9) $ (1.4) $ (5.3) $ (4.8)
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
NOTE 6 - Acquisitions
In February 2024, the Company acquired all of the outstanding shares of EMA Indutec GmbH ("EMA"), headquartered in Meckesheim, Germany, from the Aichelin Group, headquartered in Modling, Austria. EMA, which is included in our Engineered Products segment, is a leading manufacturer of induction heating equipment and converters and operates through its two locations in Meckesheim, Germany and Beijing, China. The purchase price, net of cash acquired for the acquisition, was $11.0 million.
The allocation of the purchase price of EMA is subject to finalization of the Company's determination of the fair values of the assets acquired and the liabilities assumed as of the acquisition date and could be materially different than the estimates presented below. The final allocation, including primarily the valuation of acquired intangibles, is in process and will be completed no later than one year after the acquisition date. Below is the estimated purchase price allocation related to the acquisition of EMA:
(In millions)
Accounts receivable $ 6.0
Inventories 4.7
Other current assets 0.5
Property, plant and equipment 1.3
Goodwill 4.4
Intangibles 5.1
Other assets 0.1
Accounts payable and accrued expenses (10.0)
Deferred income tax liability (1.1)
Total purchase price, net of cash acquired $ 11.0
During the first nine months of 2024, the Company paid $2.2 million related to the deferred purchase price for the 2022 acquisitions of Charter Automotive (Changzhou) Co. Ltd. ("Charter") and Southern Fasteners & Supply, Inc.
During the fourth quarter of 2024, the Company is scheduled to pay $0.7 million related to the remaining deferred purchase price for the 2022 acquisition of Charter.
NOTE 7 - Inventories
Inventories, net consist of the following:
September 30, 2024 December 31, 2023
(In millions)
Raw materials and supplies $ 113.5 $ 107.6
Work-in-process 57.6 50.1
Finished goods 259.7 253.4
Inventories, net $ 430.8 $ 411.1
NOTE 8 - Accrued Warranty Costs
The Company estimates warranty claims that may be incurred based on current and historical data of products sold. Actual warranty expense could differ from the estimates made by the Company based on product performance. The following
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
table presents changes in the Company's product warranty liability for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions)
Beginning balance $ 5.8 $ 5.8 $ 5.5 $ 5.2
Claims paid (0.8) (0.4) (1.6) (1.7)
Warranty expense 1.2 0.1 2.0 2.4
Acquisition - - 0.6 -
Foreign currency translation 0.2 (0.3) (0.1) (0.7)
Ending balance $ 6.4 $ 5.2 $ 6.4 $ 5.2
NOTE 9 - Income Taxes
The Company's tax provision for interim periods is determined using an estimate of its annual effective rate, adjusted for discrete items in each period, if any.
In the three months ended September 30, 2024, income tax benefit was $0.6 million on pre-tax income from continuing operations of $12.7 million. In the three month period, we recognized a benefit of $2.4 million primarily due to changes in estimates related to prior year federal research and development credits. In the three months ended September 30, 2023, income tax expense was $3.8 million on pre-tax income of $15.9 million, representing an effective income tax rate of 24%.
In the nine months ended September 30, 2024, income tax expense was $5.3 million on pre-tax income from continuing operations of $40.3 million, representing an effective income tax rate of 13%. In the nine months period, we recognized a benefit of $2.4 million primarily due to changes in estimates related to prior year federal research and development credits. In the nine months ended September 30, 2023, income tax expense was $8.5 million on pre-tax income of $33.7 million, representing an effective income tax rate of 25%.
NOTE 10 - Financing Arrangements
Debt consists of the following:
Carrying Value at
Maturity Date Interest Rate at
September 30, 2024 		September 30, 2024 December 31, 2023
(In millions)
Senior Notes April 15, 2027 6.625 % $ 350.0 $ 350.0
Revolving credit facility January 14, 2027
6.9%
282.2 263.5
Finance Leases Various Various 14.6 16.3
Other Various Various 16.7 15.9
Total debt 663.5 645.7
Less: Current portion of long-term debt and short-term debt (10.2) (9.4)
Less: Unamortized debt issuance costs (2.2) (2.9)
Total long-term debt $ 651.1 $ 633.4
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
In September 2023, the Company amended its Seventh Amended and Restated Credit Agreement (the "Credit Agreement"). The Credit Agreement provides for a revolving credit facility in the amount of $405.0 million, including a $40.0 million Canadian revolving subcommitment and a European revolving subcommitment in the amount of $30.0 million. Pursuant to the Credit Agreement, the Company has the option to increase the availability under the revolving credit facility by an aggregate incremental amount up to $70.0 million. The Credit Agreement matures on January 14, 2027. As of September 30, 2024, we had borrowing availability of $108.7 million under the Credit Agreement.
We had outstanding bank guarantees and letters of credit under our credit arrangements of approximately $42.1 million at September 30, 2024 and $32.8 million at December 31, 2023.
In 2017, the Company completed the issuance, in a private placement, of $350.0 million aggregate principal amount of 6.625% Senior Notes due 2027 (the "Notes"). The Notes are unsecured senior obligations of the Company and are guaranteed on an unsecured senior basis by the 100% owned material domestic subsidiaries of the Company.
The following table represents fair value information of the Notes, classified as Level 1 using estimated quoted market prices.
September 30, 2024 December 31, 2023
(In millions)
Carrying amount $ 350.0 $ 350.0
Fair value $ 342.8 $ 330.2
The fair value of the revolving credit facility is equal to its carrying value as the Company has the ability to repay the outstanding principal at par value at any time. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments.
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
NOTE 11 - Stock-Based Compensation
A summary of Holdings' restricted share activity for the nine months ended September 30, 2024 is as follows:
2024
Time-Based
Number of Shares Weighted Average
Grant Date
Fair Value
(In whole shares)
Outstanding - beginning of year 755,064 $ 18.70
Granted(a)
249,430 25.44
Vested (285,324) 19.31
Canceled or expired (36,698) 18.26
Outstanding - end of period 682,472 $ 20.93
(a) - Included in this amount are 2,175 restricted share units.
Stock-based compensation is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Income. Total stock-based compensation expense was $1.4 million and $1.6 million for the three months ended September 30, 2024 and 2023, respectively. Total stock-based compensation expense was $4.1 million and $4.9 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, there was $9.3 million of unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over a weighted-average period of 2.1 years.
NOTE 12 - Commitments and Contingencies
The Company is subject to a variety of claims, suits, investigations and administrative proceedings with respect to commercial, premises liability, product liability, employment, personal injury and environmental matters arising from the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. Although it is not possible to predict with certainty the ultimate outcome or cost of these matters, the Company believes they will not have a material adverse effect on our consolidated financial statements.
Our subsidiaries are involved in a number of contractual and warranty-related disputes. We believe that appropriate liabilities for these contingencies have been recorded; however, actual results may differ materially from our estimates.
In addition to the routine lawsuits and asserted claims noted above, we are also a co-defendant in 106 cases asserting claims on behalf of 151 plaintiffs alleging personal injury as a result of exposure to asbestos. In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. Historically, we have been dismissed from asbestos cases. We intend to vigorously defend these cases and believe we will continue to be successful in being dismissed from such cases.
While it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations.
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Park-Ohio Industries, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2024
NOTE 13 - Pension and Postretirement Benefits
The components of net periodic benefit (income) expense costs recognized for the three and nine months ended September 30, 2024 and 2023 were as follows:
Pension Benefits Postretirement Benefits
Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023 2024 2023 2024 2023
(In millions)
Service costs $ 1.0 $ 0.9 $ 3.3 $ 3.4 $ - $ - $ - $ -
Interest costs 0.9 0.9 2.6 2.6 0.1 - 0.2 0.2
Expected return on plan assets (2.7) (2.5) (8.0) (7.5) (0.1) - (0.2) (0.1)
Recognized net actuarial loss 0.6 0.9 1.4 2.7 0.1 0.1 0.2 0.2
Net periodic benefit (income) expense $ (0.2) $ 0.2 $ (0.7) $ 1.2 $ 0.1 $ 0.1 $ 0.2 $ 0.3
NOTE 14 - Accumulated Other Comprehensive Loss
The components of and changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2024 and 2023 were as follows:
Cumulative Translation Adjustment Cash Flow Hedges Pension and Postretirement Benefits Total Cumulative Translation Adjustment Cash Flow Hedges Pension and Postretirement Benefits Total
(In millions)
Three Months Ended September 30, 2024 Three Months Ended September 30, 2023
Beginning balance $ (35.4) $ (1.1) $ (12.3) $ (48.8) $ (33.2) $ 0.1 $ (20.7) $ (53.8)
Currency translation(a)
7.4 - - 7.4 (9.3) - - (9.3)
Foreign currency forward contracts, net of tax - (0.2) - (0.2) - (0.1) - (0.1)
Pension and OPEB activity, net of tax - - 0.6 0.6 - - 1.0 1.0
Ending balance $ (28.0) $ (1.3) $ (11.7) $ (41.0) $ (42.5) $ - $ (19.7) $ (62.2)
Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023
Beginning balance $ (30.5) $ - $ (13.2) $ (43.7) $ (38.7) $ 0.5 $ (23.6) $ (61.8)
Currency translation(a)
2.5 - - 2.5 (3.8) - - (3.8)
Foreign currency forward contracts - (1.3) - (1.3) - (0.5) - (0.5)
Pension and OPEB activity, net of tax - - 1.5 1.5 - - 3.9 3.9
Ending balance $ (28.0) $ (1.3) $ (11.7) $ (41.0) $ (42.5) $ - $ (19.7) $ (62.2)
(a)No income taxes were provided on currency translation as foreign earnings are considered permanently reinvested.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Our condensed consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (collectively, "we," "our," or the "Company"). All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp. ("Holdings").
EXECUTIVE OVERVIEW
We are a diversified international company providing world-class customers with a supply chain management outsourcing service, capital equipment used on their production lines, and manufactured components used to assemble their products. We operate through three reportable segments: Supply Technologies, Assembly Components and Engineered Products.
Supply Technologies provides our customers with Total Supply Management™, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers' manufacturing floor, from strategic planning to program implementation. Total Supply Management™ includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. Our Supply Technologies business services customers in the following principal industries: heavy-duty truck; power sports and recreational equipment; aerospace and defense; semiconductor equipment; electrical distribution and controls; consumer electronics; bus and coaches; automotive; agricultural and industrial equipment; HVAC; lawn and garden; plumbing; and medical devices.
Assembly Components manufactures products oriented towards fuel efficiency and reduced emission standards. Assembly Components designs, develops and manufactures aluminum products and highly efficient, high pressure direct fuel injection fuel rails and pipes; fuel filler pipes that route fuel from the gas cap to the gas tank; flexible multi-layer plastic and rubber assemblies used to transport fuel from the vehicle's gas tank and then, at extreme high pressure, to the engine's fuel injector nozzles. Our product offerings include gasoline direct injection systems and fuel filler assemblies, and industrial hose and injected molded rubber and plastic components. Our products are primarily used in the following industries: including automotive and light-vehicle; agricultural equipment; construction equipment; heavy-duty truck; and bus.
Engineered Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products, including induction heating and melting systems, pipe threading systems and forged and machined products. Engineered Products also produces and provides services and spare parts for the equipment it manufactures. The principal customers of Engineered Products are OEMs, sub-assemblers and end users in the following industries: ferrous and non-ferrous metals; coatings; forging; foundry; heavy-duty truck; construction equipment; automotive; oil and gas; rail; aerospace and defense; and power generation.
Sales and operating income for these three segments are provided in Note 4 to the condensed consolidated financial statements, included elsewhere herein.
During the fourth quarter of 2022, we determined that our Aluminum Products business met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the held-for-sale assets and liabilities, the operating results and the cash flows of Aluminum Products in discontinued operations for all periods presented throughout this Report on Form 10-Q. On December 29, 2023, the Company sold this business to Angstrom Automotive Group for approximately $50 million in cash and promissory notes, plus the assumption of approximately $3 million of financial lease obligations. The total purchase price consisted of a cash down payment of $20.0 million paid to the Company in December 2022; cash of $15.5 million paid to the Company at closing; and promissory notes totaling up to $15.0 million payable to the Company on approximately the one-year anniversary of the sale, of which up to $10.0 million is contingent on the Aluminum Products business attaining certain purchase commitments during 2024. See Note 5, "Discontinued Operations," to the condensed consolidated financial statements, included elsewhere herein.
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RESULTS OF CONTINUING OPERATIONS
Three Months Ended September 30, 2024 Compared with Three Months Ended September 30, 2023
Three Months Ended September 30,
2024 2023 $ Change % Change
(Dollars in millions)
Net sales $ 417.6 $ 418.8 $ (1.2) (0.3) %
Cost of sales 345.3 348.8 (3.5) (1.0) %
Selling, general and administrative ("SG&A") expenses 47.6 43.0 4.6 10.7 %
SG&A expenses as a percentage of net sales 11.4 % 10.3 %
Restructuring, acquisition-related and other special charges 0.9 - 0.9 *
Operating income 23.8 27.0 (3.2) (11.9) %
Other components of pension and other postretirement benefits income, net 1.1 0.6 0.5 83.3 %
Interest expense, net (12.2) (11.7) (0.5) 4.3 %
Income before income taxes 12.7 15.9 (3.2) (20.1) %
Income tax benefit (expense) 0.6 (3.8) 4.4 *
Income from continuing operations 13.3 12.1 1.2 9.9 %
Loss attributable to noncontrolling interest 0.5 0.3 0.2 66.7 %
Income from continuing operations attributable to Park-Ohio Industries, Inc. common shareholder $ 13.8 $ 12.4 $ 1.4 11.3 %
* Calculation not meaningful
Net Sales
Net sales decreased 0.3% to $417.6 million in the third quarter of 2024 compared to $418.8 million in the same period in 2023. We continued to see strong customer demand in our Supply Technologies segment and the capital equipment business in our Engineered Products segment, offset by lower product pricing in our Assembly Components segment.
The factors explaining the changes in segment net sales for the three months ended September 30, 2024 compared to the corresponding 2023 period are contained within the "Segment Results" section below.
Cost of Sales and Gross Margin
Cost of sales decreased to $345.3 million in the third quarter of 2024 compared to $348.8 million in the same period in 2023. The decrease in cost of sales was primarily due to the decrease in net sales for the 2024 period compared to the corresponding period in 2023, plus the impact of ongoing profit improvement initiatives. Gross margin improved 60 basis points to 17.3% in the 2024 period compared to 16.7% in the corresponding 2023 period, driven by improved profitability in our Supply Technologies segment; higher sales and improved margins in our capital equipment business; and ongoing profit improvement initiatives across the company.
SG&A Expenses
SG&A expenses were $47.6 million in the third quarter of 2024 compared to $43.0 million in the comparable period in 2023, an increase of 10.7%. As a percentage of net sales, SG&A expenses were 11.4% in the third quarter of 2024 compared to 10.3% in corresponding 2023 period. The SG&A expense increase as a percentage of net sales was driven by higher costs due to ongoing inflation and higher employee costs.
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Restructuring, Acquisition-Related and Other Special Charges
During the three months ended September 30, 2024, the Company recorded $0.9 million of restructuring and other special charges in our Assembly Components and Engineered Products segments.
Other Components of Pension and Other Postretirement Benefits ("OPEB") Income, Net
Other components of pension and OPEB income, net was $1.1 million in the quarter ended September 30, 2024 compared to $0.6 million in the corresponding quarter in 2023. This increase was due to lower net actuarial losses impacting 2024 compared to 2023.
Interest Expense, Net
Interest expense, net was $12.2 million in the third quarter of 2024 compared to $11.7 million in the 2023 third quarter. The increase was due primarily to higher interest rates, offset slightly by lower average outstanding debt balances in the 2024 third quarter compared to the same quarter a year ago.
Income Tax Expense
In the three months ended September 30, 2024, income tax benefit was $0.6 million on pre-tax income from continuing operations of $12.7 million. In the three month period, we recognized a benefit of $2.4 million primarily due to changes in estimates related to prior year federal research and development credits. In the three months ended September 30, 2023, income tax expense was $3.8 million on pre-tax income of $15.9 million, representing an effective income tax rate of 24%.
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Nine Months Ended September 30, 2024 Compared with Nine Months Ended September 30, 2023
Nine Months Ended September 30,
2024 2023 $ Change % Change
(Dollars in millions)
Net sales $ 1,267.8 $ 1,270.4 $ (2.6) (0.2) %
Cost of sales 1,050.9 1,063.1 (12.2) (1.1) %
SG&A expenses 141.7 135.2 6.5 4.8 %
SG&A expenses as a percentage of net sales 11.2 % 10.6 %
Restructuring, acquisition-related and other special charges 2.4 6.6 (4.2) (63.6) %
Operating income 72.8 65.5 7.3 11.1 %
Other components of pension and other postretirement benefits income, net 3.8 1.9 1.9 100.0 %
Interest expense, net (36.3) (33.7) (2.6) 7.7 %
Income from continuing operations before income taxes 40.3 33.7 6.6 19.6 %
Income tax expense (5.3) (8.5) 3.2 (37.6) %
Income from continuing operations 35.0 25.2 9.8 38.9 %
Loss attributable to noncontrolling interests 1.9 0.7 1.2 *
Income from continuing operations attributable to Park-Ohio Industries, Inc. common shareholder $ 36.9 $ 25.9 $ 11.0 42.5 %
* Calculation not meaningful
Net Sales
Net sales decreased 0.2% to $1,267.8 million in the first nine months of 2024 compared to $1,270.4 million in the same period in 2023. This decrease was primarily due to lower sales in the Assembly Components segment, partially offset by increased sales in our Supply Technologies segment and the capital equipment business in our Engineered Products segment.
The factors explaining the changes in segment net sales for the nine months ended September 30, 2024 compared to the corresponding 2023 period are contained in the "Segment Results" section below.
Cost of Sales and Gross Margin
Cost of sales decreased to $1,050.9 million in the first nine months of 2024 compared to $1,063.1 million in the same period in 2023, driven by ongoing profit improvement initiatives and the decrease in net sales described above. Gross margin was 17.1% in the 2024 period compared to 16.3% in the corresponding 2023 period. The year-over-year gross margin improvement was driven by improved operating profit in our Supply Technologies segment; higher sales and improved margins in our capital equipment business; and ongoing profit improvement initiatives.
SG&A Expenses
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SG&A expenses were $141.7 million in the first nine months of 2024, compared to $135.2 million in the same period in 2023, an increase of 4.8%. As a percentage of net sales, SG&A expenses were 11.2% in the first nine months of 2024 compared to 10.6% in the comparable period in 2023. These increases were driven by ongoing inflation and higher employee costs.
Restructuring, Acquisition-Related and Other Special Charges
During the first nine months of 2024, the Company recorded $2.1 million in connection restructuring and other special charges, primarily in our Engineered Products segment, as well as acquisition-related charges of $0.3 million in connection with the acquisition of EMA Indutec GmbH ("EMA").
During the first nine months of 2023, the Company recorded restructuring, acquisition-related and other special charges of $6.6 million, primarily in our Assembly Components and Engineered Products segments.
Other Components of Pension and OPEB Income, Net
Other components of pension and OPEB income, net was $3.8 million in the first nine months of 2024 compared to $1.9 million in the corresponding period in 2023. This increase was due to lower net actuarial losses impacting 2024 compared to 2023.
Interest Expense, Net
Interest expense, net was $36.3 million in the first nine months of 2024 compared to $33.7 million in the 2023 period. The increase was due primarily to higher interest rates, offset slightly by lower average outstanding debt balances in the 2024 period compared to the same period a year ago.
Income Tax Expense
In the nine months ended September 30, 2024, income tax expense was $5.3 million on pre-tax income from continuing operations of $40.3 million, representing an effective income tax rate of 13%. In the nine months period, we recognized a benefit of $2.4 million primarily due to changes in estimates related to prior year federal research and development credits. In the nine months ended September 30, 2023, income tax expense was $8.5 million on pre-tax income of $33.7 million, representing an effective income tax rate of 25%.
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SEGMENT RESULTS
For purposes of business segment performance measurement, the Company utilizes segment operating income, which is defined as revenues less expenses identifiable to the product lines within each segment. The Company does not allocate items that are non-operating or unusual in nature or are corporate costs, which include but are not limited to executive and share-based compensation and corporate office costs.
Supply Technologies Segment
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(Dollars in millions)
Net sales $ 194.5 $ 192.8 $ 594.0 $ 585.9
Segment operating income $ 20.5 $ 15.6 $ 59.0 $ 45.0
Segment operating income margin 10.5 % 8.1 % 9.9 % 7.7 %
Three months ended September 30:
Net sales increased $1.7 million, or 1%, in the three months ended September 30, 2024 compared to the 2023 period due continued strong demand in many of the Company's key end markets, with the largest increases in the aerospace and defense, consumer electronics, electrical distribution and medical equipment end markets, offset by lower year-over-year sales in our heavy-duty truck and power sports end markets. In addition, net sales benefited from strong customer demand continued in our fastener manufacturing business.
Segment operating income increased $4.9 million, or 31%, to $20.5 million in the three months ended September 30, 2024 compared to the 2023 period, and segment operating income margin increased 240 basis points in the 2024 period compared to the same period a year ago. These increases were due primarily to an increase in sales of higher-margin products, strong operational execution, and continued strong demand in our fastener manufacturing business.
Nine months ended September 30:
Net sales increased $8.1 million, or 1%, in the nine months ended September 30, 2024 compared to the 2023 period due to continued strong demand in most of the Company's key end markets, with the largest increases in the aerospace and defense and heavy-duty truck end markets, partially offset by decreases in the agricultural and industrial equipment, semiconductor and truck and truck-related equipment end markets. In addition, net sales benefited from higher customer demand for our proprietary products throughout North America and Europe in our fastener manufacturing business.
Segment operating income increased $14.0 million, or 31%, to $59.0 million in the nine months ended September 30, 2024 compared to the 2023 period, and segment operating income margin increased 220 basis points in the 2024 period compared to the same period a year ago. These increases were due primarily to an increase in sales of higher-margin products and lower operating costs in our supply chain business, and strong demand in our fastener manufacturing business.
Assembly Components Segment
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(Dollars in millions)
Net sales $ 98.7 $ 108.4 $ 309.0 $ 330.8
Segment operating income $ 6.1 $ 11.2 $ 21.6 $ 26.9
Segment operating income margin 6.2 % 10.3 % 7.0 % 8.1 %
Three months ended September 30:
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Net sales were $9.7 million, or 9%, lower in the three months ended September 30, 2024 compared to the 2023 period. The decrease was due primarily to lower product pricing on certain legacy programs and lower unit volumes primarily on end-of-life programs, partially offset by higher product pricing on certain other programs.
Segment operating income decreased to $6.1 million in the three months ended September 30, 2024 compared to $11.2 million in the 2023 period. The decrease in operating income and margin in the third quarter of 2024 compared to the 2023 third quarter was due to the lower product pricing and unit volumes, which were partially offset by profit enhancement initiatives in the 2024 period. The 2024 period also included $0.5 million of charges related to restructuring activities.
Nine months ended September 30:
Net sales were $21.8 million, or 7%, lower in the nine months ended September 30, 2024 compared to the 2023 period. The decrease was due primarily to lower product pricing on certain legacy programs and lower unit volumes primarily on end-of-life programs, partially offset by higher product pricing on certain other programs.
Segment operating income decreased to $21.6 million in the nine months ended September 30, 2024 compared to $26.9 million in the 2023 period. The decrease was due to the lower product pricing and unit volumes, which were partially offset by profit enhancement initiatives in the 2024 period. Segment operating income margin decreased 110 basis points in the 2024 period compared to the same period a year ago. The 2024 period also included $0.5 million of charges related to restructuring activities. During the 2023 period, we incurred restructuring and other special charges of $1.5 million.
Engineered Products Segment
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(Dollars in millions)
Net sales $ 124.4 $ 117.6 $ 364.8 $ 353.7
Segment operating income $ 4.8 $ 7.1 $ 14.6 $ 14.9
Segment operating income margin 3.9 % 6.0 % 4.0 % 4.2 %
Three months ended September 30:
Net sales increased 5.8% in the 2024 period compared to the 2023 period. The increase was driven by higher sales in both our new capital equipment and aftermarket parts and services businesses in North America and Europe.
Segment operating income in the 2024 period decreased $2.3 million compared to the 2023 period. Segment operating income margin decreased 210 basis points in the 2024 period compared to the 2023 period. The lower profitability in the 2024 third quarter was driven by lower sales levels and operating margins in our forged and machined products business, which more than offset higher sales and profitability in our capital equipment business.
Nine months ended September 30:
Net sales increased 3.1% in the 2024 period compared to the 2023 period. The increase was driven by higher capital equipment and aftermarket sales.
Segment operating income in the 2024 period decreased $0.3 million compared to the 2023 period as a result of higher operating costs in our forged and machined products business, partially offset by the higher sales and margins in our capital equipment business. During the 2024 and 2023 periods, we incurred restructuring and other special charges of $1.6 million and $4.9 million, respectively.
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Information about our Guarantors and the Issuer of our Guaranteed Securities
The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered," and Rule 13-01 of Regulation S-X, "Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant's Securities." Each of the material domestic direct and indirect wholly-owned subsidiaries (the "Guarantor subsidiaries") of the Company have fully and unconditionally, and jointly and severally, guaranteed the obligations under the $350.0 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by the Company (the "Notes").
The following presents the summarized financial information on a combined basis for Park-Ohio Industries, Inc. (parent company and issuer of the guaranteed obligations) and the Guarantor subsidiaries, which are collectively referred to as the "obligated group." Transactions between the obligated group have been eliminated. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group.
Each Guarantor subsidiary is consolidated by Park-Ohio Industries, Inc. as of September 30, 2024. Refer to Exhibit 22.1 to this Quarterly Report on Form 10-Q for the detailed list of entities included within the obligated group as of September 30, 2024 and December 31, 2023.
The guarantee of a Guarantor subsidiary with respect to the Notes will be automatically and unconditionally released and discharged, and such Guarantor subsidiary's obligations under the guarantee and the indenture pursuant to which the Notes were issued (the "Indenture"), will be automatically and unconditionally released and discharged, upon the occurrence of any of the following:
(a) any sale or other disposition of all or substantially all of the assets or all of the capital stock of such Guarantor subsidiary, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of such Guarantor subsidiary, in each case to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary of the Company; provided that the net proceeds of such sale or other disposition are applied in accordance with the terms of the Indenture;
(b) the designation of any Guarantor subsidiary as an Unrestricted Subsidiary" (as defined in the Indenture);
(c) defeasance or satisfaction and discharge of the Indenture; or
(d) the release of such Guarantor subsidiary's guarantee under all credit facilities of the Company (other than a release as a result of payment under or a discharge of such guarantee).
Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group's amounts due from, amounts due to, and transactions with, non-Guarantor subsidiaries and related parties have been presented in separate line items.
Summarized Combined Financial Information of the Issuer and Guarantor Subsidiaries:
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Financial Position of the obligated group:
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September 30, 2024 December 31, 2023
(In millions)
Total current assets $ 515.3 $ 489.1
Total noncurrent assets 323.1 319.1
Amounts due from subsidiaries that are non-Guarantors, net 36.4 33.3
Total current liabilities 226.6 234.3
Total noncurrent liabilities 670.1 649.4
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Operations of the obligated group:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
(In millions)
Net sales $ 270.8 $ 331.0 $ 839.8 $ 993.8
Cost of sales 217.4 271.3 673.2 825.9
SG&A expenses 44.8 46.0 135.2 142.3
Income before income taxes (0.7) 6.2 8.3 4.6
Net (loss) income 2.2 3.4 9.6 1.6
Seasonality; Variability of Operating Results
The timing of orders placed by our customers has varied with, among other factors, orders for customers' finished goods, customer production schedules, competitive conditions and general economic conditions. The variability of the level and timing of orders has, from time to time, resulted in significant periodic and quarterly fluctuations in the operations of our businesses. Such variability is particularly evident in our capital equipment business, included in the Engineered Products segment, which typically ships large systems at a relatively lower pace than our other businesses.
Critical Accounting Policies
Our critical accounting policies are described in "Item. 7 Management's Discussion and Analysis of Financial Condition and Results of Operations," and in the notes to our consolidated financial statements for the year ended December 31, 2023, both contained in our Annual Report on Form 10-K for the year ended December 31, 2023. There were no new critical accounting policies or updates to existing critical accounting policies as a result of new accounting pronouncements in this Quarterly Report on Form 10-Q.
The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed consolidated financial statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words "believes", "anticipates", "plans", "expects", "intends", "estimates" and similar expressions are intended to identify forward-looking statements.
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These forward-looking statements, including statements regarding future performance of the Company, that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: our ability to realize any contingent consideration from the sale of the Aluminum Products business; the impact supply chain and logistic issues have on our business, results of operations, financial position and liquidity; our substantial indebtedness; the uncertainty of the global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; the impact of labor disturbances affecting our customers; raw material availability and pricing; fluctuations in energy costs; component part availability and pricing; changes in our relationships with customers and suppliers; the financial condition of our customers, including the impact of any bankruptcies; our ability to successfully integrate recent and future acquisitions into existing operations, including the EMA acquisition; changes in general economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and changing government policies, laws and regulations, including those related to the current global uncertainties and crises, such as tariffs and surcharges; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities, including the conflicts between Russia and Ukraine and in the Middle East, or political unrest, including the rising tension between China and the United States; public health issues, including the outbreak of infectious diseases and any impact on our facilities and operations and our customers and suppliers; our ability to meet various covenants, including financial covenants, contained in the agreements governing our indebtedness; disruptions, uncertainties or volatility in the credit markets that may limit our access to capital; potential disruption due to a partial or complete reconfiguration of the European Union; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment or import and export controls and other trade barriers; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims and disputes with customers; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending; our ability to negotiate contracts with labor unions; our dependence on key management; our dependence on information systems; and the other factors we describe under "Item 1A. Risk Factors" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In light of these and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by us that our plans and objectives will be achieved.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risk, including changes in interest rates. As of September 30, 2024, we are subject to interest rate risk on borrowings under the floating rate revolving credit facility provided by our Credit Agreement. A 100-basis-point increase in the interest rate would have resulted in an increase in interest expense on these borrowings of approximately $2.1 million during the nine-month period ended September 30, 2024.
Our foreign subsidiaries generally conduct business in local currencies. We face translation risks related to the changes in foreign currency exchange rates. Amounts invested in our foreign operations are translated in U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as a component of Accumulated other comprehensive loss in the Shareholder's Equity section of the accompanying Condensed Consolidated Balance Sheets. Sales and expenses at our foreign operations are translated into U.S. dollars at the applicable monthly average exchange rates. Therefore, changes in exchange rates may either positively or negatively affect our net sales and expenses from foreign operations as expressed in U.S. dollars.
Our largest exposures to commodity prices relate to metal and rubber compounds, which have fluctuated widely in recent years. In 2024 and 2023, we entered into agreements to hedge foreign currency. These agreements did not have a material impact on the results of the Company. We have no other commodity swap agreements or forward purchase contracts.
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Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
Under the supervision of and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
Changes in internal control over financial reporting.
During the quarter ended September 30, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
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Item 1. Legal Proceedings
We are involved in a variety of claims, suits, investigations and administrative proceedings with respect to commercial, premises liability, product liability, employment, personal injury and environmental matters arising from the ordinary course of business. While any such claims, suits, investigations and proceedings involve an element of uncertainty, in the opinion of management, liabilities, if any, arising from currently pending or threatened litigation are not expected to have a material adverse effect on our financial condition, liquidity or results of operations.
In addition to the routine lawsuits and asserted claims noted above, we were a party to the lawsuits and legal proceedings described below as of September 30, 2024:
We were a co-defendant in 106 cases asserting claims on behalf of 151 plaintiffs alleging personal injury as a result of exposure to asbestos. These asbestos cases generally relate to production and sale of asbestos-containing products and allege various theories of liability, including negligence, gross negligence and strict liability, and seek compensatory and, in some cases, punitive damages.
In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. In substantially all of the asbestos cases, the plaintiffs either claim damages in excess of a specified amount, typically a minimum amount sufficient to establish jurisdiction of the court in which the case was filed (jurisdictional minimums generally range from $25,000 to $75,000), or do not specify the monetary damages sought. To the extent that any specific amount of damages is sought, the amount applies to claims against all named defendants.
Historically, we have been dismissed from asbestos cases on the basis that the plaintiff incorrectly sued one of our subsidiaries or because the plaintiff failed to identify any asbestos-containing product manufactured or sold by us or our subsidiaries. We intend to vigorously defend these asbestos cases, and believe we will continue to be successful in being dismissed from such cases. However, it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations. Among the factors management considered in reaching this conclusion were: (a) our historical success in being dismissed from these types of lawsuits on the bases mentioned above; (b) many cases have been improperly filed against one of our subsidiaries; (c) in many cases the plaintiffs have been unable to establish any causal relationship to us or our products or premises; (d) in many cases, the plaintiffs have been unable to demonstrate that they have suffered any identifiable injury or compensable loss at all or that any injuries that they have incurred did in fact result from alleged exposure to asbestos; and (e) the complaints assert claims against multiple defendants and, in most cases, the damages alleged are not attributed to individual defendants. Additionally, we do not believe that the amounts claimed in any of the asbestos cases are meaningful indicators of our potential exposure because the amounts claimed typically bear no relation to the extent of the plaintiff's injury, if any.
Our cost of defending these lawsuits has not been material to date and, based upon available information, our management does not expect its future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial position.
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Item 1A. Risk Factors
There have been no material changes in the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.
Item 6. Exhibits
The following exhibits are included herein:
22.1
31.1
Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Principal Financial Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PARK-OHIO INDUSTRIES, INC.
(Registrant)
By: /s/ Patrick W. Fogarty
Name: Patrick W. Fogarty
Title: Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 7, 2024
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