þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
Ohio
|
|
34-1867219
|
(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)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, Par Value $1.00 Per Share
|
PKOH
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
þ
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
|
|
||
Item No.
|
|
Page
|
|
||
1.
|
||
1A.
|
||
1B.
|
||
2.
|
||
3.
|
||
4.
|
||
|
||
5.
|
||
6.
|
||
7.
|
||
7A.
|
||
8.
|
||
9.
|
||
9A.
|
||
9B.
|
||
|
||
10.
|
||
11.
|
||
12
|
||
13.
|
||
14.
|
||
|
||
15.
|
|
|
16.
|
||
|
Supply Technologies
|
|
Assembly Components
|
|
Engineered Products
|
|
|
|
|
||
NET SALES FOR 2019
|
$611.5 million
|
|
$539.5 million
|
|
$467.3 million
|
SELECTED PRODUCTS
|
Sourcing, planning and procurement of over 245,000 production components, including:
• Fasteners
• Pins
• Valves
• Hoses
• Wire harnesses
• Clamps and fittings
• Rubber and plastic components
• Other Class C and MRO products
|
|
• Fuel filler assemblies
• Gasoline direct injection systems
• Extruded and molded rubber and thermoplastic products
• Control arms
• Knuckles
• Engine cradles and brackets
• Oil pans
|
|
• Induction heating and melting systems
• Pipe threading systems
• Industrial oven systems
• Forging presses
• Forged steel and machined products
|
SELECTED INDUSTRIES SERVED
|
• 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 construction equipment
• HVAC
• Lawn and garden
• Plumbing
• Medical
|
|
• Automotive and light vehicle
• Agricultural equipment
• Construction equipment
• Heavy-duty truck
• Marine equipment
• Bus
|
|
• Ferrous and non-ferrous metals
• Coatings
• Forging
• Foundry
• Heavy-duty truck
• Construction equipment
• Automotive
• Oil and gas
• Rail
• Aerospace and defense
• Power generation
|
Name
|
Age
|
Position
|
|||
Matthew V. Crawford
|
|
50
|
|
|
Chairman of the Board, Chief Executive Officer and President
|
Patrick W. Fogarty
|
|
58
|
|
|
Vice President and Chief Financial Officer
|
Robert D. Vilsack
|
|
59
|
|
|
Secretary and Chief Legal Officer
|
•
|
the loss of any key customer, in whole or in part;
|
•
|
the insolvency or bankruptcy of any key customer;
|
•
|
a declining market in which customers reduce orders or demand reduced prices; or
|
•
|
a strike or work stoppage at a key customer facility, which could affect both their suppliers and customers.
|
•
|
fluctuations in currency exchange rates;
|
•
|
limitations on ownership and on repatriation of earnings;
|
•
|
transportation delays and interruptions;
|
•
|
political, social and economic instability and disruptions;
|
•
|
potential disruption that could be caused by the partial or complete reconfiguration of the European Union;
|
•
|
government embargoes or foreign trade restrictions;
|
•
|
the imposition of duties and tariffs and other trade barriers;
|
•
|
import and export controls;
|
•
|
labor unrest and current and changing regulatory environments;
|
•
|
the potential for nationalization of enterprises;
|
•
|
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act (“FCPA”);
|
•
|
increasingly complex laws and regulations concerning privacy and data security, including the European Union's General Data Protection Regulation;
|
•
|
difficulties in staffing and managing multinational operations;
|
•
|
limitations on our ability to enforce legal rights and remedies; and
|
•
|
potentially adverse tax consequences.
|
Related Industry Segment(1)
|
Location
|
|
Owned or Leased
|
|
Use
|
SUPPLY
|
Brampton, Ontario, Canada
|
|
Leased
|
|
Manufacturing
|
TECHNOLOGIES
|
Minneapolis, MN
|
|
Leased
|
|
Logistics
|
|
Carnegie, PA
|
|
Leased
|
|
Manufacturing
|
|
Cleveland, OH
|
|
Leased
|
|
Supply Technologies Corporate Office
|
|
Dayton, OH
|
|
Leased
|
|
Logistics
|
|
Carol Stream, IL
|
|
Leased
|
|
Logistics
|
|
Memphis, TN
|
|
Leased
|
|
Logistics
|
|
Solon, OH
|
|
Leased
|
|
Logistics
|
|
Streetsboro, OH
|
|
Leased
|
|
Manufacturing
|
|
Allentown, PA
|
|
Leased
|
|
Logistics
|
|
Suwanee, GA
|
|
Leased
|
|
Logistics
|
|
Dublin, VA
|
|
Leased
|
|
Logistics
|
|
Tulsa, OK
|
|
Leased
|
|
Logistics
|
ASSEMBLY
|
Ocala, FL
|
|
Owned
|
|
Manufacturing
|
COMPONENTS
|
Conneaut, OH
|
|
Leased/Owned
|
|
Manufacturing
|
|
Lexington, TN
|
|
Owned
|
|
Manufacturing
|
|
Lobelville, TN
|
|
Owned
|
|
Manufacturing
|
|
Rootstown, OH
|
|
Owned
|
|
Manufacturing
|
|
Cleveland, OH
|
|
Leased/Owned
|
|
Manufacturing
|
|
Wapakoneta, OH
|
|
Owned
|
|
Manufacturing
|
|
Angola, IN
|
|
Owned
|
|
Manufacturing
|
|
Huntington, IN
|
|
Leased
|
|
Manufacturing
|
|
Fremont, IN
|
|
Owned
|
|
Manufacturing
|
|
Big Rapids, MI
|
|
Owned
|
|
Manufacturing
|
|
Acuna, Mexico
|
|
Owned
|
|
Manufacturing
|
ENGINEERED
|
Cicero, IL
|
|
Owned
|
|
Manufacturing
|
PRODUCTS
|
Cuyahoga Heights, OH
|
|
Owned
|
|
Manufacturing
|
|
Pune, India
|
|
Owned
|
|
Manufacturing
|
|
Canton, OH
|
|
Owned
|
|
Manufacturing
|
|
Newport, AR
|
|
Owned
|
|
Manufacturing
|
|
Warren, OH
|
|
Owned
|
|
Manufacturing
|
|
Leini, Italy
|
|
Owned
|
|
Manufacturing
|
|
Erie, PA
|
|
Owned
|
|
Manufacturing
|
|
Madison Heights, MI
|
|
Leased
|
|
Manufacturing
|
|
Canton, OH
|
|
Leased
|
|
Manufacturing
|
|
La Roeulx, Belgium
|
|
Owned
|
|
Manufacturing
|
|
Brookfield, WI
|
|
Leased
|
|
Manufacturing
|
|
Wickliffe, OH
|
|
Owned
|
|
Manufacturing
|
|
Valencia, Spain
|
|
Owned
|
|
Manufacturing
|
|
Euclid, OH
|
|
Owned
|
|
Manufacturing
|
|
Albertville, AL
|
|
Leased
|
|
Office
|
|
Chennai, India
|
|
Owned
|
|
Manufacturing
|
(1)
|
Each segment has other facilities, none of which is deemed to be a principal facility.
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans (1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program (2)
|
|||||
October 1 — October 31, 2019
|
|
96
|
|
|
$
|
28.27
|
|
|
—
|
|
|
355,616
|
|
November 1 — November 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355,616
|
|
|
December 1 — December 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355,616
|
|
|
Total
|
|
96
|
|
|
$
|
28.27
|
|
|
—
|
|
|
355,616
|
|
(1)
|
Consists of an aggregate total of 96 shares of common stock we acquired from recipients of restricted stock awards at the time of vesting of such awards in order to settle recipient minimum withholding tax liabilities.
|
(2)
|
On March 4, 2013, we announced a share repurchase program whereby we may repurchase up to 1.0 million shares of our outstanding common stock.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,618.3
|
|
|
$
|
1,658.1
|
|
|
$
|
1,412.9
|
|
|
$
|
1,276.9
|
|
|
$
|
1,463.8
|
|
Operating income
|
83.1
|
|
|
97.3
|
|
|
83.8
|
|
|
63.0
|
|
|
91.3
|
|
|||||
Net income attributable to ParkOhio common shareholders
|
38.6
|
|
|
53.6
|
|
|
28.6
|
|
|
31.7
|
|
|
48.1
|
|
|||||
Earnings per common share attributable to ParkOhio shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.16
|
|
|
$
|
4.37
|
|
|
$
|
2.34
|
|
|
$
|
3.94
|
|
|
$
|
3.77
|
|
Diluted
|
$
|
3.12
|
|
|
$
|
4.28
|
|
|
$
|
2.30
|
|
|
$
|
3.88
|
|
|
$
|
3.68
|
|
Cash dividends per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.375
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash flows provided by operating activities
|
$
|
63.7
|
|
|
$
|
54.8
|
|
|
$
|
46.7
|
|
|
$
|
72.9
|
|
|
$
|
44.7
|
|
Capital expenditures, net
|
(40.1
|
)
|
|
(45.1
|
)
|
|
(27.9
|
)
|
|
(28.5
|
)
|
|
(36.5
|
)
|
|||||
Selected Balance Sheet Data (as of period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
56.0
|
|
|
55.7
|
|
|
82.8
|
|
|
64.3
|
|
|
62.0
|
|
|||||
Total assets
|
1,310.4
|
|
|
1,208.5
|
|
|
1,132.5
|
|
|
974.3
|
|
|
942.1
|
|
|||||
Long-term debt(1)
|
545.2
|
|
|
547.5
|
|
|
515.5
|
|
|
439.0
|
|
|
445.8
|
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,618.3
|
|
|
$
|
1,658.1
|
|
|
$
|
1,412.9
|
|
|
$
|
(39.8
|
)
|
|
(2
|
)%
|
|
$
|
245.2
|
|
|
17
|
%
|
Cost of sales
|
1,358.0
|
|
|
1,386.6
|
|
|
1,180.1
|
|
|
(28.6
|
)
|
|
(2
|
)%
|
|
206.5
|
|
|
17
|
%
|
|||||
Gross profit
|
260.3
|
|
|
271.5
|
|
|
232.8
|
|
|
(11.2
|
)
|
|
(4
|
)%
|
|
38.7
|
|
|
17
|
%
|
|||||
Gross profit as a percentage of net sales
|
16.1
|
%
|
|
16.4
|
%
|
|
16.5
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative ("SG&A") expenses
|
177.2
|
|
|
176.1
|
|
|
152.3
|
|
|
1.1
|
|
|
1
|
%
|
|
23.8
|
|
|
16
|
%
|
|||||
SG&A expenses as a percentage of net sales
|
10.9
|
%
|
|
10.6
|
%
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Gain on sale of assets
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
1.9
|
|
|
*
|
|
|
(1.9
|
)
|
|
*
|
|
|||||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
*
|
|
|
(3.3
|
)
|
|
*
|
|
|||||
Operating income
|
83.1
|
|
|
97.3
|
|
|
83.8
|
|
|
(14.2
|
)
|
|
(15
|
)%
|
|
13.5
|
|
|
16
|
%
|
|||||
Other components of pension income and other postretirement benefits expense, net
|
5.6
|
|
|
8.8
|
|
|
6.4
|
|
|
(3.2
|
)
|
|
(36
|
)%
|
|
2.4
|
|
|
38
|
%
|
|||||
Interest expense, net
|
(33.8
|
)
|
|
(34.3
|
)
|
|
(31.5
|
)
|
|
0.5
|
|
|
(1
|
)%
|
|
(2.8
|
)
|
|
9
|
%
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
*
|
|
|
11.0
|
|
|
*
|
|
|||||
Income before income taxes
|
54.9
|
|
|
71.8
|
|
|
47.7
|
|
|
(16.9
|
)
|
|
(24
|
)%
|
|
24.1
|
|
|
51
|
%
|
|||||
Income tax expense
|
(15.2
|
)
|
|
(16.6
|
)
|
|
(18.2
|
)
|
|
1.4
|
|
|
(8
|
)%
|
|
1.6
|
|
|
(9
|
)%
|
|||||
Net income
|
39.7
|
|
|
55.2
|
|
|
29.5
|
|
|
(15.5
|
)
|
|
(28
|
)%
|
|
25.7
|
|
|
87
|
%
|
|||||
Net income attributable to noncontrolling interest
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|
0.5
|
|
|
(31
|
)%
|
|
(0.7
|
)
|
|
78
|
%
|
|||||
Net income attributable to ParkOhio common shareholders
|
$
|
38.6
|
|
|
$
|
53.6
|
|
|
$
|
28.6
|
|
|
$
|
(15.0
|
)
|
|
(28
|
)%
|
|
$
|
25.0
|
|
|
87
|
%
|
Earnings per common share attributable to ParkOhio common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
3.16
|
|
|
$
|
4.37
|
|
|
$
|
2.34
|
|
|
$
|
(1.21
|
)
|
|
(28
|
)%
|
|
$
|
2.03
|
|
|
87
|
%
|
Diluted
|
$
|
3.12
|
|
|
$
|
4.28
|
|
|
$
|
2.30
|
|
|
$
|
(1.16
|
)
|
|
(27
|
)%
|
|
$
|
1.98
|
|
|
86
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollars in millions)
|
||||||||||
Net sales
|
$
|
611.5
|
|
|
$
|
636.8
|
|
|
$
|
561.8
|
|
Segment operating income
|
$
|
42.0
|
|
|
$
|
49.0
|
|
|
$
|
43.3
|
|
Segment operating income margin
|
6.9
|
%
|
|
7.7
|
%
|
|
7.7
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollars in millions)
|
||||||||||
Net sales
|
$
|
539.5
|
|
|
$
|
578.3
|
|
|
$
|
524.5
|
|
Segment operating income
|
$
|
36.2
|
|
|
$
|
42.9
|
|
|
$
|
47.8
|
|
Segment operating income margin
|
6.7
|
%
|
|
7.4
|
%
|
|
9.1
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollars in millions)
|
||||||||||
Net sales
|
$
|
467.3
|
|
|
$
|
443.0
|
|
|
$
|
326.6
|
|
Segment operating income
|
$
|
37.7
|
|
|
$
|
38.4
|
|
|
$
|
19.5
|
|
Segment operating income margin
|
8.1
|
%
|
|
8.7
|
%
|
|
6.0
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash provided (used) by:
|
(In millions)
|
||||||||||
Operating activities
|
$
|
63.7
|
|
|
$
|
54.8
|
|
|
$
|
46.7
|
|
Investing activities
|
(48.2
|
)
|
|
(89.2
|
)
|
|
(67.6
|
)
|
|||
Financing activities
|
(15.3
|
)
|
|
9.4
|
|
|
33.7
|
|
|||
Effect of exchange rate on cash
|
0.1
|
|
|
(2.1
|
)
|
|
5.7
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
0.3
|
|
|
$
|
(27.1
|
)
|
|
$
|
18.5
|
|
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Cash and cash equivalents
|
$
|
56.0
|
|
|
$
|
55.7
|
|
Gross debt (excluding unamortized debt issuance costs)
|
$
|
568.5
|
|
|
$
|
573.1
|
|
Working capital (excluding cash)
|
$
|
364.7
|
|
|
$
|
366.0
|
|
Net debt as a % of capitalization
|
56
|
%
|
|
58
|
%
|
|
|
|
|
Payments Due or Commitment Expiration Per Period
|
||||||||||||||||
(In millions)
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Short-term and long-term debt obligations
|
|
$
|
551.3
|
|
|
$
|
9.8
|
|
|
$
|
6.5
|
|
|
$
|
178.7
|
|
|
$
|
356.3
|
|
Interest obligations (1)
|
|
169.0
|
|
|
23.2
|
|
|
46.4
|
|
|
46.4
|
|
|
53.0
|
|
|||||
Operating lease obligations
|
|
65.5
|
|
|
11.9
|
|
|
18.6
|
|
|
14.5
|
|
|
20.5
|
|
|||||
Finance lease obligations
|
|
17.2
|
|
|
7.0
|
|
|
6.8
|
|
|
2.7
|
|
|
0.7
|
|
|||||
Purchase obligations (2)
|
|
179.0
|
|
|
177.7
|
|
|
1.2
|
|
|
0.1
|
|
|
—
|
|
|||||
Pension obligations (3)
|
|
61.1
|
|
|
5.7
|
|
|
12.0
|
|
|
12.4
|
|
|
31.0
|
|
|||||
Postretirement obligations (3)
|
|
7.3
|
|
|
1.0
|
|
|
1.7
|
|
|
1.6
|
|
|
3.0
|
|
|||||
Transition tax
|
|
8.2
|
|
|
—
|
|
|
1.0
|
|
|
4.2
|
|
|
3.0
|
|
|||||
Standby letters of credit and bank guarantees
|
|
33.8
|
|
|
28.9
|
|
|
4.6
|
|
|
0.1
|
|
|
0.2
|
|
|||||
Total
|
|
$
|
1,092.4
|
|
|
$
|
265.2
|
|
|
$
|
98.8
|
|
|
$
|
260.7
|
|
|
$
|
467.7
|
|
(1)
|
Interest obligations are included on the Notes only and assume the Notes are paid at maturity. The calculation of interest on debt outstanding under our revolving credit facility and other variable rate debt ($4.9 million based on 2.85% average interest rate and outstanding borrowings of $173.2 million at December 31, 2019, respectively) is not included above due to the estimation required.
|
(2)
|
Purchase obligations include contractual obligations for raw materials and services.
|
(3)
|
Pension and postretirement obligations include projected benefit payments to participants only through 2028.
|
|
Page
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions, except share
data) |
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
56.0
|
|
|
$
|
55.7
|
|
Accounts receivable, net
|
261.3
|
|
|
264.4
|
|
||
Inventories, net
|
327.2
|
|
|
317.8
|
|
||
Unbilled contract revenue
|
61.7
|
|
|
66.3
|
|
||
Other current assets
|
19.5
|
|
|
16.4
|
|
||
Total current assets
|
725.7
|
|
|
720.6
|
|
||
Property, plant and equipment, net
|
237.6
|
|
|
219.4
|
|
||
Operating lease right-of-use assets
|
64.3
|
|
|
—
|
|
||
Goodwill
|
108.4
|
|
|
103.4
|
|
||
Intangible assets, net
|
90.6
|
|
|
95.3
|
|
||
Pension assets
|
65.0
|
|
|
57.0
|
|
||
Other long-term assets
|
18.8
|
|
|
12.8
|
|
||
Total assets
|
$
|
1,310.4
|
|
|
$
|
1,208.5
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
175.0
|
|
|
$
|
177.8
|
|
Current portion of long-term debt and short-term debt
|
16.8
|
|
|
17.9
|
|
||
Current portion of operating lease liabilities
|
11.9
|
|
|
—
|
|
||
Accrued employee compensation
|
25.7
|
|
|
27.5
|
|
||
Deferred revenue
|
35.7
|
|
|
39.5
|
|
||
Other accrued expenses
|
39.9
|
|
|
36.2
|
|
||
Total current liabilities
|
305.0
|
|
|
298.9
|
|
||
Long-term liabilities, less current portion:
|
|
|
|
||||
Long-term debt
|
545.2
|
|
|
547.5
|
|
||
Long-term operating lease liabilities
|
53.6
|
|
|
—
|
|
||
Deferred income taxes
|
28.5
|
|
|
23.4
|
|
||
Other long-term liabilities
|
28.5
|
|
|
26.1
|
|
||
Total long-term liabilities
|
655.8
|
|
|
597.0
|
|
||
Park-Ohio Holdings Corp. and Subsidiaries shareholders' equity:
|
|
|
|
||||
Capital stock, par value $1 a share
|
|
|
|
||||
Serial preferred stock: Authorized -- 632,470 shares: Issued and outstanding -- none
|
—
|
|
|
—
|
|
||
Common stock: Authorized - 40,000,000 shares; Issued - 15,706,398 shares in 2019 and 15,555,275 in 2018
|
15.7
|
|
|
15.6
|
|
||
Additional paid-in capital
|
129.8
|
|
|
125.7
|
|
||
Retained earnings
|
298.2
|
|
|
265.9
|
|
||
Treasury stock, at cost, 3,040,623 shares in 2019 and 2,928,869 shares in 2018
|
(71.1
|
)
|
|
(67.3
|
)
|
||
Accumulated other comprehensive loss
|
(37.0
|
)
|
|
(40.9
|
)
|
||
Total Park-Ohio Holdings Corp. and Subsidiaries shareholders' equity
|
335.6
|
|
|
299.0
|
|
||
Noncontrolling interests
|
14.0
|
|
|
13.6
|
|
||
Total equity
|
349.6
|
|
|
312.6
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,310.4
|
|
|
$
|
1,208.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except per share data)
|
||||||||||
Net sales
|
$
|
1,618.3
|
|
|
$
|
1,658.1
|
|
|
$
|
1,412.9
|
|
Cost of sales
|
1,358.0
|
|
|
1,386.6
|
|
|
1,180.1
|
|
|||
Gross profit
|
260.3
|
|
|
271.5
|
|
|
232.8
|
|
|||
Selling, general and administrative expenses
|
177.2
|
|
|
176.1
|
|
|
152.3
|
|
|||
Gain on sale of assets
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||
Operating income
|
83.1
|
|
|
97.3
|
|
|
83.8
|
|
|||
Other components of pension income and other postretirement benefits expense, net
|
5.6
|
|
|
8.8
|
|
|
6.4
|
|
|||
Interest expense, net
|
(33.8
|
)
|
|
(34.3
|
)
|
|
(31.5
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||
Income before income taxes
|
54.9
|
|
|
71.8
|
|
|
47.7
|
|
|||
Income tax expense
|
(15.2
|
)
|
|
(16.6
|
)
|
|
(18.2
|
)
|
|||
Net income
|
39.7
|
|
|
55.2
|
|
|
29.5
|
|
|||
Net income attributable to noncontrolling interest
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|||
Net income attributable to ParkOhio common shareholders
|
$
|
38.6
|
|
|
$
|
53.6
|
|
|
$
|
28.6
|
|
|
|
|
|
|
|
||||||
Earnings per common share attributable to ParkOhio common shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.16
|
|
|
$
|
4.37
|
|
|
$
|
2.34
|
|
Diluted
|
$
|
3.12
|
|
|
$
|
4.28
|
|
|
$
|
2.30
|
|
Weighted-average shares used to compute earnings per share:
|
|
|
|
|
|
||||||
Basic
|
12.2
|
|
|
12.3
|
|
|
12.2
|
|
|||
Diluted
|
12.4
|
|
|
12.5
|
|
|
12.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
39.7
|
|
|
$
|
55.2
|
|
|
$
|
29.5
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation
|
(1.1
|
)
|
|
(9.7
|
)
|
|
19.2
|
|
|||
Pensions and other postretirement benefits, net of tax
|
5.0
|
|
|
(13.3
|
)
|
|
5.6
|
|
|||
Total other comprehensive income (loss)
|
3.9
|
|
|
(23.0
|
)
|
|
24.8
|
|
|||
Total comprehensive income, net of tax
|
43.6
|
|
|
32.2
|
|
|
54.3
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|||
Comprehensive income attributable to ParkOhio common shareholders
|
$
|
42.5
|
|
|
$
|
30.6
|
|
|
$
|
53.4
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Treasury Stock
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Noncontrolling Interest
|
|
Total
|
|||||||||||||||
|
(In whole shares)
|
|
(In millions)
|
|||||||||||||||||||||||||||
Balance at December 31, 2016
|
14,846,035
|
|
|
$
|
14.9
|
|
|
$
|
108.8
|
|
|
$
|
193.6
|
|
|
$
|
(48.6
|
)
|
|
$
|
(42.7
|
)
|
|
$
|
10.0
|
|
|
$
|
236.0
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
28.6
|
|
|
—
|
|
|
24.8
|
|
|
0.9
|
|
|
54.3
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|||||||
Restricted stock awards issued
|
266,280
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock cancelled
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Performance shares issued
|
4,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
38,000
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(6.9
|
)
|
|||||||
Purchase of treasury stock (178,243 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|||||||
Acquisition adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||||
Balance at December 31, 2017
|
15,153,009
|
|
|
15.2
|
|
|
117.8
|
|
|
216.1
|
|
|
(55.2
|
)
|
|
(17.9
|
)
|
|
12.0
|
|
|
288.0
|
|
|||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
53.6
|
|
|
—
|
|
|
(23.0
|
)
|
|
1.6
|
|
|
32.2
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|||||||
Restricted stock awards issued
|
410,100
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock cancelled
|
(7,834
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|||||||
Purchase of treasury stock (304,512 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
|||||||
Adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|||||||
Balance at December 31, 2018
|
15,555,275
|
|
|
15.6
|
|
|
125.7
|
|
|
265.9
|
|
|
(67.3
|
)
|
|
(40.9
|
)
|
|
13.6
|
|
|
312.6
|
|
|||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
38.6
|
|
|
—
|
|
|
3.9
|
|
|
1.1
|
|
|
43.6
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|||||||
Restricted stock awards issued(1)
|
266,123
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Restricted stock cancelled
|
(115,000
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(7.0
|
)
|
|||||||
Purchase of treasury stock (111,754 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||||||
Balance at December 31, 2019
|
15,706,398
|
|
|
$
|
15.7
|
|
|
$
|
129.8
|
|
|
$
|
298.2
|
|
|
$
|
(71.1
|
)
|
|
$
|
(37.0
|
)
|
|
$
|
14.0
|
|
|
$
|
349.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) - Includes 52,173 restricted share units converted to common stock.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash dividends per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES
|
(In millions)
|
||||||||||
Net income
|
$
|
39.7
|
|
|
$
|
55.2
|
|
|
$
|
29.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
34.2
|
|
|
36.3
|
|
|
31.5
|
|
|||
Stock-based compensation
|
4.1
|
|
|
8.3
|
|
|
8.6
|
|
|||
Gain on sale of assets
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
11.0
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||
Deferred income taxes
|
1.4
|
|
|
0.6
|
|
|
5.6
|
|
|||
Net impact of Tax Cuts and Jobs Act
|
—
|
|
|
0.3
|
|
|
4.2
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
6.5
|
|
|
(11.9
|
)
|
|
(25.1
|
)
|
|||
Inventories
|
(7.2
|
)
|
|
(29.4
|
)
|
|
(19.0
|
)
|
|||
Prepaid and other current assets
|
3.5
|
|
|
(9.7
|
)
|
|
(4.4
|
)
|
|||
Accounts payable and accrued expenses
|
(14.1
|
)
|
|
15.5
|
|
|
23.8
|
|
|||
Other noncurrent liabilities
|
0.2
|
|
|
(2.0
|
)
|
|
(4.3
|
)
|
|||
Litigation settlement payment
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||
Other
|
(4.6
|
)
|
|
(6.5
|
)
|
|
(7.4
|
)
|
|||
Net cash provided by operating activities
|
63.7
|
|
|
54.8
|
|
|
46.7
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(40.1
|
)
|
|
(45.1
|
)
|
|
(27.9
|
)
|
|||
Proceeds from sale of assets
|
—
|
|
|
2.8
|
|
|
—
|
|
|||
Business acquisitions, net of cash acquired
|
(8.1
|
)
|
|
(46.9
|
)
|
|
(39.7
|
)
|
|||
Net cash used by investing activities
|
(48.2
|
)
|
|
(89.2
|
)
|
|
(67.6
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from (payments on) revolving credit facility, net
|
7.8
|
|
|
40.3
|
|
|
(8.1
|
)
|
|||
Payments on term loans and other debt
|
(10.3
|
)
|
|
(15.5
|
)
|
|
(31.3
|
)
|
|||
Proceeds from other long-term debt
|
1.4
|
|
|
4.0
|
|
|
—
|
|
|||
(Payments on) proceeds from finance lease facilities, net
|
(3.4
|
)
|
|
(0.9
|
)
|
|
1.5
|
|
|||
Issuance of 6.625% senior notes due 2027
|
—
|
|
|
—
|
|
|
350.0
|
|
|||
Deferred financing costs
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
|||
Repurchase of 8.125% senior notes due 2021
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
|||
Premium on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|||
Dividends
|
(7.0
|
)
|
|
(6.4
|
)
|
|
(6.9
|
)
|
|||
Purchases of treasury stock
|
(0.9
|
)
|
|
(9.0
|
)
|
|
(4.2
|
)
|
|||
Payments of withholding taxes on stock awards
|
(2.9
|
)
|
|
(3.1
|
)
|
|
(2.4
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Net cash (used) provided by financing activities
|
(15.3
|
)
|
|
9.4
|
|
|
33.7
|
|
|||
Effect of exchange rate changes on cash
|
0.1
|
|
|
(2.1
|
)
|
|
5.7
|
|
|||
Increase (decrease) in cash and cash equivalents
|
0.3
|
|
|
(27.1
|
)
|
|
18.5
|
|
|||
Cash and cash equivalents at beginning of year
|
55.7
|
|
|
82.8
|
|
|
64.3
|
|
|||
Cash and cash equivalents at end of year
|
$
|
56.0
|
|
|
$
|
55.7
|
|
|
$
|
82.8
|
|
Income taxes paid
|
$
|
12.3
|
|
|
$
|
21.0
|
|
|
$
|
11.3
|
|
Interest paid
|
$
|
31.5
|
|
|
$
|
33.0
|
|
|
$
|
29.9
|
|
Major Classes of Inventories
|
December 31, 2019
|
|
December 31, 2018
|
||||
Raw materials and supplies
|
$
|
92.6
|
|
|
$
|
85.0
|
|
Work in process
|
51.3
|
|
|
48.9
|
|
||
Finished goods
|
181.3
|
|
|
182.0
|
|
||
LIFO reserve
|
2.0
|
|
|
1.9
|
|
||
Inventories, net
|
$
|
327.2
|
|
|
$
|
317.8
|
|
|
|
|
|
||||
Other Inventory Items
|
|
|
|
||||
Inventory reserves
|
$
|
(34.2
|
)
|
|
$
|
(34.9
|
)
|
Consigned inventory
|
$
|
8.2
|
|
|
$
|
10.3
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land and land improvements
|
$
|
12.1
|
|
|
$
|
11.9
|
|
Buildings
|
84.8
|
|
|
82.3
|
|
||
Machinery and equipment
|
424.0
|
|
|
392.6
|
|
||
Leased property under finance leases
|
39.2
|
|
|
35.8
|
|
||
Total property, plant and equipment
|
560.1
|
|
|
522.6
|
|
||
Less: Accumulated depreciation
|
322.5
|
|
|
303.2
|
|
||
Property, plant and equipment, net
|
$
|
237.6
|
|
|
$
|
219.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation expense
|
$
|
27.7
|
|
|
$
|
29.4
|
|
|
$
|
24.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
6.2
|
|
|
$
|
7.9
|
|
|
$
|
7.1
|
|
Claims paid during the year
|
(4.1
|
)
|
|
(5.3
|
)
|
|
(4.0
|
)
|
|||
Warranty expense
|
4.3
|
|
|
3.6
|
|
|
4.7
|
|
|||
Acquired warranty liabilities
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Balance at December 31
|
$
|
6.4
|
|
|
$
|
6.2
|
|
|
$
|
7.9
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
PRODUCT LINE
|
|
|
|
||||
Supply Technologies
|
$
|
532.9
|
|
|
$
|
555.3
|
|
Engineered specialty fasteners and other products
|
78.6
|
|
|
81.5
|
|
||
Supply Technologies Segment
|
611.5
|
|
|
636.8
|
|
||
|
|
|
|
||||
Fuel, rubber and plastic products
|
353.8
|
|
|
382.5
|
|
||
Aluminum products
|
185.7
|
|
|
195.8
|
|
||
Assembly Components Segment
|
539.5
|
|
|
578.3
|
|
||
|
|
|
|
||||
Industrial equipment
|
323.8
|
|
|
312.1
|
|
||
Forged and machined products
|
143.5
|
|
|
130.9
|
|
||
Engineered Products Segment
|
467.3
|
|
|
443.0
|
|
||
|
|
|
|
||||
Total revenues
|
$
|
1,618.3
|
|
|
$
|
1,658.1
|
|
|
Supply Technologies Segment
|
|
Assembly Components Segment
|
|
Engineered Products Segment
|
|
Total Revenues
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
GEOGRAPHIC REGION
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
404.5
|
|
|
$
|
388.1
|
|
|
$
|
271.3
|
|
|
$
|
1,063.9
|
|
Europe
|
98.0
|
|
|
14.6
|
|
|
80.2
|
|
|
192.8
|
|
||||
Asia
|
40.3
|
|
|
21.4
|
|
|
66.2
|
|
|
127.9
|
|
||||
Mexico
|
54.7
|
|
|
37.3
|
|
|
13.8
|
|
|
105.8
|
|
||||
Canada
|
12.2
|
|
|
76.7
|
|
|
23.9
|
|
|
112.8
|
|
||||
Other
|
1.8
|
|
|
1.4
|
|
|
11.9
|
|
|
15.1
|
|
||||
Total
|
$
|
611.5
|
|
|
$
|
539.5
|
|
|
$
|
467.3
|
|
|
$
|
1,618.3
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
GEOGRAPHIC REGION
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
421.8
|
|
|
$
|
410.2
|
|
|
$
|
254.3
|
|
|
$
|
1,086.3
|
|
Europe
|
98.2
|
|
|
7.8
|
|
|
77.3
|
|
|
183.3
|
|
||||
Asia
|
49.2
|
|
|
30.0
|
|
|
61.2
|
|
|
140.4
|
|
||||
Mexico
|
53.3
|
|
|
34.0
|
|
|
16.2
|
|
|
103.5
|
|
||||
Canada
|
13.3
|
|
|
94.9
|
|
|
22.5
|
|
|
130.7
|
|
||||
Other
|
1.0
|
|
|
1.4
|
|
|
11.5
|
|
|
13.9
|
|
||||
Total
|
$
|
636.8
|
|
|
$
|
578.3
|
|
|
$
|
443.0
|
|
|
$
|
1,658.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Supply Technologies
|
$
|
611.5
|
|
|
$
|
636.8
|
|
|
$
|
561.8
|
|
Assembly Components
|
539.5
|
|
|
578.3
|
|
|
524.5
|
|
|||
Engineered Products
|
467.3
|
|
|
443.0
|
|
|
326.6
|
|
|||
|
$
|
1,618.3
|
|
|
$
|
1,658.1
|
|
|
$
|
1,412.9
|
|
Segment operating income:
|
|
|
|
|
|
||||||
Supply Technologies
|
$
|
42.0
|
|
|
$
|
49.0
|
|
|
$
|
43.3
|
|
Assembly Components
|
36.2
|
|
|
42.9
|
|
|
47.8
|
|
|||
Engineered Products
|
37.7
|
|
|
38.4
|
|
|
19.5
|
|
|||
Total segment operating income
|
115.9
|
|
|
130.3
|
|
|
110.6
|
|
|||
Corporate costs
|
(28.5
|
)
|
|
(34.9
|
)
|
|
(30.1
|
)
|
|||
One-time net expense related to former President
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
—
|
|
|
1.9
|
|
|
—
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
3.3
|
|
|||
Operating income
|
83.1
|
|
|
97.3
|
|
|
83.8
|
|
|||
Other components of pension income and other postretirement benefits expense, net
|
5.6
|
|
|
8.8
|
|
|
6.4
|
|
|||
Interest expense, net
|
(33.8
|
)
|
|
(34.3
|
)
|
|
(31.5
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||
Income before income taxes
|
$
|
54.9
|
|
|
$
|
71.8
|
|
|
$
|
47.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Supply Technologies
|
$
|
6.1
|
|
|
$
|
5.2
|
|
|
$
|
3.3
|
|
Assembly Components
|
19.5
|
|
|
24.3
|
|
|
18.6
|
|
|||
Engineered Products
|
14.3
|
|
|
15.4
|
|
|
5.7
|
|
|||
Corporate
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|||
|
$
|
40.1
|
|
|
$
|
45.1
|
|
|
$
|
27.9
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Supply Technologies
|
$
|
4.8
|
|
|
$
|
5.3
|
|
|
$
|
4.7
|
|
Assembly Components
|
20.1
|
|
|
22.2
|
|
|
20.7
|
|
|||
Engineered Products
|
8.8
|
|
|
8.4
|
|
|
5.6
|
|
|||
Corporate
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|||
|
$
|
34.2
|
|
|
$
|
36.3
|
|
|
$
|
31.5
|
|
Identifiable assets:
|
|
|
|
|
|
||||||
Supply Technologies
|
$
|
355.9
|
|
|
$
|
330.1
|
|
|
$
|
344.4
|
|
Assembly Components
|
413.4
|
|
|
378.3
|
|
|
351.4
|
|
|||
Engineered Products
|
455.1
|
|
|
433.1
|
|
|
353.6
|
|
|||
Corporate
|
86.0
|
|
|
67.0
|
|
|
83.1
|
|
|||
|
$
|
1,310.4
|
|
|
$
|
1,208.5
|
|
|
$
|
1,132.5
|
|
Current assets
|
$
|
6.4
|
|
Current liabilities
|
(6.4
|
)
|
|
Property, plant and equipment
|
2.9
|
|
|
Intangible assets
|
1.8
|
|
|
Goodwill
|
5.2
|
|
|
Deferred income tax liabilities
|
(0.8
|
)
|
|
Total purchase price (including potential contingent consideration)
|
9.1
|
|
|
Supply Technologies
|
|
Assembly Components
|
|
Engineered Products
|
|
Total
|
||||||||
Balance at January 1, 2018
|
$
|
15.4
|
|
|
$
|
54.1
|
|
|
$
|
30.7
|
|
|
$
|
100.2
|
|
Acquisitions and adjustments
|
(0.5
|
)
|
|
1.9
|
|
|
3.6
|
|
|
5.0
|
|
||||
Foreign currency translation
|
(0.7
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(1.8
|
)
|
||||
Balance at December 31, 2018
|
14.2
|
|
|
56.0
|
|
|
33.2
|
|
|
103.4
|
|
||||
Acquisitions and adjustments
|
—
|
|
|
—
|
|
|
5.0
|
|
|
5.0
|
|
||||
Foreign currency translation
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Balance at December 31, 2019
|
$
|
14.6
|
|
|
$
|
56.0
|
|
|
$
|
37.8
|
|
|
$
|
108.4
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Weighted Average Remaining Useful Life (Years)
|
|
Gross Value
|
|
Accumulated
Amortization |
|
Net Value
|
|
Gross Value
|
|
Accumulated
Amortization |
|
Net Value
|
||||||||||||
Customer relationships
|
10.0
|
|
$
|
86.6
|
|
|
$
|
39.6
|
|
|
$
|
47.0
|
|
|
$
|
86.0
|
|
|
$
|
34.5
|
|
|
$
|
51.5
|
|
Indefinite-lived tradenames
|
*
|
|
24.6
|
|
|
*
|
|
|
24.6
|
|
|
24.1
|
|
|
*
|
|
|
24.1
|
|
||||||
Technology
|
15.5
|
|
22.9
|
|
|
5.3
|
|
|
17.6
|
|
|
22.9
|
|
|
4.1
|
|
|
18.8
|
|
||||||
Other
|
7.5
|
|
4.8
|
|
|
3.4
|
|
|
1.4
|
|
|
4.1
|
|
|
3.2
|
|
|
0.9
|
|
||||||
Total
|
|
|
$
|
138.9
|
|
|
$
|
48.3
|
|
|
$
|
90.6
|
|
|
$
|
137.1
|
|
|
$
|
41.8
|
|
|
$
|
95.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
* Not applicable, as these tradenames have an indefinite life.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Amortization expense
|
$
|
6.5
|
|
|
$
|
6.9
|
|
|
$
|
6.6
|
|
2020
|
$
|
6.5
|
|
2021
|
$
|
6.5
|
|
2022
|
$
|
6.4
|
|
2023
|
$
|
6.3
|
|
2024
|
$
|
6.1
|
|
|
|
|
|
|
Carrying Value at
|
|||||||
|
Maturity Date
|
|
Interest Rate at
December 31, 2019
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||
Senior Notes due 2027
|
April 15, 2027
|
|
6.625
|
%
|
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Revolving credit facility
|
November 26, 2024
|
|
2.85
|
%
|
|
173.2
|
|
|
165.1
|
|
||
Industrial Equipment Group European Facilities
|
December 21, 2021
|
|
3.25
|
%
|
|
4.6
|
|
|
12.6
|
|
||
Finance leases
|
Various
|
|
Various
|
|
|
17.2
|
|
|
20.7
|
|
||
Other
|
Various
|
|
Various
|
|
|
23.5
|
|
|
24.7
|
|
||
Total debt
|
|
|
|
|
568.5
|
|
|
573.1
|
|
|||
Less: Current portion of long-term debt and short-term debt
|
|
|
|
|
(16.8
|
)
|
|
(17.9
|
)
|
|||
Less: Unamortized debt issuance costs
|
|
|
|
|
(6.5
|
)
|
|
(7.7
|
)
|
|||
Total long-term debt, net
|
|
|
|
|
$
|
545.2
|
|
|
$
|
547.5
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Carrying amount
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Fair value
|
$
|
358.3
|
|
|
$
|
345.8
|
|
2020
|
$
|
9.8
|
|
2021
|
$
|
3.5
|
|
2022
|
$
|
3.0
|
|
2023
|
$
|
2.9
|
|
2024
|
$
|
175.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
26.2
|
|
|
$
|
35.1
|
|
|
$
|
21.4
|
|
Outside the United States
|
28.7
|
|
|
36.7
|
|
|
26.3
|
|
|||
|
$
|
54.9
|
|
|
$
|
71.8
|
|
|
$
|
47.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
5.9
|
|
|
$
|
6.4
|
|
|
$
|
14.3
|
|
State
|
0.7
|
|
|
0.6
|
|
|
0.7
|
|
|||
Foreign
|
7.2
|
|
|
9.0
|
|
|
7.6
|
|
|||
|
13.8
|
|
|
16.0
|
|
|
22.6
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
1.8
|
|
|
1.3
|
|
|
(5.4
|
)
|
|||
State
|
(0.2
|
)
|
|
0.1
|
|
|
0.3
|
|
|||
Foreign
|
(0.2
|
)
|
|
(0.8
|
)
|
|
0.7
|
|
|||
|
1.4
|
|
|
0.6
|
|
|
(4.4
|
)
|
|||
Income tax expense
|
$
|
15.2
|
|
|
$
|
16.6
|
|
|
$
|
18.2
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax at U.S. statutory rate
|
$
|
11.5
|
|
|
$
|
15.1
|
|
|
$
|
16.7
|
|
Effect of state income taxes, net
|
0.3
|
|
|
0.6
|
|
|
0.7
|
|
|||
Effect of foreign operations
|
1.9
|
|
|
3.5
|
|
|
(5.2
|
)
|
|||
Valuation allowance
|
0.6
|
|
|
(3.0
|
)
|
|
5.3
|
|
|||
Uncertain tax positions
|
0.1
|
|
|
(0.3
|
)
|
|
(2.0
|
)
|
|||
Non-deductible items
|
0.3
|
|
|
0.5
|
|
|
0.5
|
|
|||
Non-deductible compensation
|
2.2
|
|
|
0.8
|
|
|
0.4
|
|
|||
Manufacturer's deduction
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Foreign tax credit
|
(1.7
|
)
|
|
(2.2
|
)
|
|
—
|
|
|||
Other tax credits
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
GILTI
|
1.9
|
|
|
3.1
|
|
|
—
|
|
|||
FDII
|
(0.8
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Net impact of TCJA
|
—
|
|
|
0.3
|
|
|
4.2
|
|
|||
Other, net
|
(0.3
|
)
|
|
(1.2
|
)
|
|
(1.6
|
)
|
|||
Income tax as recorded
|
$
|
15.2
|
|
|
$
|
16.6
|
|
|
$
|
18.2
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Postretirement benefit obligation
|
$
|
1.7
|
|
|
$
|
1.8
|
|
Inventory
|
8.7
|
|
|
8.5
|
|
||
Net operating loss and credit carryforwards
|
11.6
|
|
|
11.4
|
|
||
Operating lease liabilities
|
13.8
|
|
|
—
|
|
||
Accrued litigation
|
—
|
|
|
0.1
|
|
||
Compensation
|
2.9
|
|
|
4.7
|
|
||
Disallowed interest
|
4.6
|
|
|
2.7
|
|
||
Other
|
4.8
|
|
|
4.0
|
|
||
Total deferred income tax assets
|
48.1
|
|
|
33.2
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
21.0
|
|
|
17.6
|
|
||
Pension
|
13.9
|
|
|
12.3
|
|
||
Intangible assets
|
16.8
|
|
|
16.1
|
|
||
Right-of-use assets
|
13.5
|
|
|
—
|
|
||
Other
|
3.0
|
|
|
3.2
|
|
||
Total deferred income tax liabilities
|
68.2
|
|
|
49.2
|
|
||
Net deferred income tax liabilities prior to valuation allowances
|
(20.1
|
)
|
|
(16.0
|
)
|
||
Valuation allowances
|
(4.8
|
)
|
|
(5.3
|
)
|
||
Net deferred income tax liability
|
$
|
(24.9
|
)
|
|
$
|
(21.3
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized Tax Benefit — January 1,
|
$
|
0.9
|
|
|
$
|
1.2
|
|
|
$
|
2.9
|
|
Gross Increases to Tax Positions Related to Current Year
|
0.5
|
|
|
0.1
|
|
|
0.1
|
|
|||
Gross Increases to Tax Positions Related to Prior Years
|
2.6
|
|
|
—
|
|
|
0.6
|
|
|||
Gross Decreases to Tax Positions Related to Prior Years
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Gross Decreases related to settlements with taxing authorities
|
—
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|||
Expiration of Statute of Limitations
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(1.9
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Unrecognized Tax Benefit — December 31,
|
$
|
3.7
|
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
|
Time-Based
|
|
Performance-Based
|
||||||||||
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
|
(in whole shares)
|
|
|
|
(in whole shares)
|
|
|
||||||
Outstanding — beginning of year
|
529,947
|
|
|
$
|
35.98
|
|
|
—
|
|
|
$
|
—
|
|
Granted(a)
|
268,948
|
|
|
32.01
|
|
|
50,000
|
|
|
32.55
|
|
||
Vested
|
(212,261
|
)
|
|
37.68
|
|
|
—
|
|
|
—
|
|
||
Canceled or expired
|
(115,000
|
)
|
|
39.35
|
|
|
—
|
|
|
—
|
|
||
Outstanding — end of year
|
471,634
|
|
|
$
|
32.06
|
|
|
50,000
|
|
|
$
|
32.55
|
|
|
Classification on the Balance Sheet
|
December 31, 2019
|
||
Assets
|
|
|
||
Operating lease assets
|
Operating lease right-of-use assets
|
$
|
64.3
|
|
Finance lease assets
|
Property, plant and equipment, net
|
27.1
|
|
|
Total lease assets
|
|
$
|
91.4
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Operating
|
Current portion of operating lease liabilities
|
$
|
11.9
|
|
Finance
|
Current portion of long-term debt and short-term debt
|
7.0
|
|
|
Noncurrent
|
|
|
||
Operating
|
Long-term operating lease liabilities
|
53.6
|
|
|
Finance
|
Long-term debt
|
10.2
|
|
|
Total lease liabilities
|
|
$
|
82.7
|
|
|
|
|
||
Weighted-average remaining lease term (in years)
|
|
|||
Operating leases
|
|
7.1
|
|
|
Finance leases
|
|
3.9
|
|
|
Weighted-average discount rate
|
|
|||
Operating leases
|
|
5.4
|
%
|
|
Finance leases
|
|
3.7
|
%
|
|
2019
|
||
Finance lease expense
|
|
||
Amortization of right-of-use assets
|
$
|
3.7
|
|
Interest on lease liabilities
|
0.7
|
|
|
Operating lease expense
|
17.4
|
|
|
Other lease expense(1)
|
6.3
|
|
|
Total lease expense
|
$
|
28.1
|
|
|
|
||
(1) - Other lease expense includes variable lease costs and short-term lease costs.
|
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows for operating leases
|
$
|
17.2
|
|
Operating cash flows for finance leases
|
$
|
0.7
|
|
Financing cash flows for finance leases
|
$
|
3.4
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
$
|
14.9
|
|
|
$
|
7.4
|
|
2021
|
12.5
|
|
|
4.3
|
|
||
2022
|
10.7
|
|
|
3.1
|
|
||
2023
|
9.1
|
|
|
2.0
|
|
||
2024
|
8.4
|
|
|
0.9
|
|
||
Thereafter
|
23.2
|
|
|
0.9
|
|
||
Total lease payments
|
78.8
|
|
|
18.6
|
|
||
Less: amount of lease payments representing interest
|
(13.3
|
)
|
|
(1.4
|
)
|
||
Total present value of future lease payments
|
$
|
65.5
|
|
|
$
|
17.2
|
|
|
Operating leases
|
|
Finance Leases
|
||||
2019
|
$
|
18.5
|
|
|
$
|
7.3
|
|
2020
|
14.0
|
|
|
6.5
|
|
||
2021
|
10.5
|
|
|
3.3
|
|
||
2022
|
9.1
|
|
|
2.2
|
|
||
2023
|
7.2
|
|
|
1.4
|
|
||
Thereafter
|
23.2
|
|
|
1.6
|
|
||
Total minimum lease payments
|
$
|
82.5
|
|
|
22.3
|
|
|
Amounts representing interest
|
|
|
(1.6
|
)
|
|||
Present value of minimum lease payments
|
|
|
20.7
|
|
|||
Current maturities
|
|
|
(6.6
|
)
|
|||
Long-term finance lease obligation
|
|
|
$
|
14.1
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
71.2
|
|
|
$
|
60.5
|
|
|
$
|
8.5
|
|
|
$
|
9.3
|
|
Service cost
|
3.8
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
2.6
|
|
|
2.2
|
|
|
0.3
|
|
|
0.3
|
|
||||
Actuarial losses (gains)
|
7.4
|
|
|
(5.3
|
)
|
|
0.5
|
|
|
0.4
|
|
||||
Acquisition of CDF
|
—
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
||||
Benefits and expenses paid
|
(5.6
|
)
|
|
(4.8
|
)
|
|
(1.3
|
)
|
|
(1.5
|
)
|
||||
Benefit obligation at end of year
|
$
|
79.4
|
|
|
$
|
71.2
|
|
|
$
|
8.0
|
|
|
$
|
8.5
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
128.2
|
|
|
$
|
134.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
22.7
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.5
|
|
||||
Cash transfer to fund postretirement benefit payments
|
(0.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisition of CDF
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
||||
Benefits and expenses paid
|
(5.6
|
)
|
|
(4.8
|
)
|
|
(1.3
|
)
|
|
(1.5
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
144.4
|
|
|
$
|
128.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded (underfunded) status of the plans
|
$
|
65.0
|
|
|
$
|
57.0
|
|
|
$
|
(8.0
|
)
|
|
$
|
(8.5
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Pension assets
|
$
|
65.0
|
|
|
$
|
57.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
7.1
|
|
|
7.6
|
|
||||
|
$
|
65.0
|
|
|
$
|
57.0
|
|
|
$
|
8.0
|
|
|
$
|
8.5
|
|
Amounts recognized in Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
28.1
|
|
|
$
|
34.7
|
|
|
$
|
2.6
|
|
|
$
|
2.4
|
|
Net prior service cost (credit)
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Accumulated other comprehensive loss
|
$
|
28.3
|
|
|
$
|
35.0
|
|
|
$
|
2.6
|
|
|
$
|
2.3
|
|
|
|
|
Plan Assets
|
||||
|
Target 2020
|
|
2019
|
|
2018
|
||
Asset Category
|
|
|
|
|
|
||
Equity securities
|
45-75%
|
|
59.2
|
%
|
|
57.6
|
%
|
Debt securities
|
20-40%
|
|
25.5
|
%
|
|
26.5
|
%
|
Other
|
0-20%
|
|
15.3
|
%
|
|
15.9
|
%
|
|
100%
|
|
100
|
%
|
|
100
|
%
|
|
2019
|
|
2018
|
||||||||||||
|
Level 1
|
|
Total
|
|
Level 1
|
|
Total
|
||||||||
Common stock
|
$
|
40.0
|
|
|
$
|
40.0
|
|
|
$
|
34.2
|
|
|
$
|
34.2
|
|
Equity securities
|
43.9
|
|
|
43.9
|
|
|
37.9
|
|
|
37.9
|
|
||||
Foreign stock
|
7.0
|
|
|
7.0
|
|
|
5.7
|
|
|
5.7
|
|
||||
U.S. Government obligations
|
8.6
|
|
|
8.6
|
|
|
4.8
|
|
|
4.8
|
|
||||
Fixed income securities
|
11.5
|
|
|
11.5
|
|
|
13.1
|
|
|
13.1
|
|
||||
Corporate bonds
|
14.2
|
|
|
14.2
|
|
|
12.0
|
|
|
12.0
|
|
||||
Cash and cash equivalents
|
2.7
|
|
|
2.7
|
|
|
6.3
|
|
|
6.3
|
|
||||
Total
|
$
|
127.9
|
|
|
|
|
$
|
114.0
|
|
|
|
||||
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common collective trusts
|
|
|
—
|
|
|
|
|
0.1
|
|
||||||
Hedge funds
|
|
|
16.5
|
|
|
|
|
14.1
|
|
||||||
Total assets at fair value
|
|
|
$
|
144.4
|
|
|
|
|
$
|
128.2
|
|
|
Weighted-Average assumptions as of December 31,
|
||||||||||||||||
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Assumptions used to determine benefit obligation at year-end
|
|||||||||||||||||
Discount rate
|
3.22
|
%
|
|
4.24
|
%
|
|
3.52
|
%
|
|
2.94
|
%
|
|
4.06
|
%
|
|
3.32
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.25
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
Ultimate health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year of ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2025
|
|
|
2025
|
|
|
2025
|
|
Assumptions used to determine expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate for benefit obligations
|
4.11
|
%
|
|
3.51
|
%
|
|
3.90
|
%
|
|
4.06
|
%
|
|
3.35
|
%
|
|
3.61
|
%
|
Discount rate for service costs
|
4.14
|
%
|
|
3.60
|
%
|
|
3.98
|
%
|
|
4.34
|
%
|
|
3.70
|
%
|
|
4.24
|
%
|
Discount rate for interest costs
|
3.72
|
%
|
|
3.08
|
%
|
|
3.20
|
%
|
|
3.72
|
%
|
|
2.92
|
%
|
|
2.90
|
%
|
Expected return on plan assets
|
8.25
|
%
|
|
8.25
|
%
|
|
8.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Medical health care benefits rate increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
Medical drug benefits rate increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
Ultimate health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year of ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2025
|
|
|
2025
|
|
|
2025
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service costs
|
$
|
3.8
|
|
|
$
|
3.7
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest costs
|
2.6
|
|
|
2.2
|
|
|
1.8
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Expected return on plan assets
|
(10.9
|
)
|
|
(11.6
|
)
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Recognized net actuarial loss
|
2.2
|
|
|
0.3
|
|
|
1.2
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Benefit (income) costs
|
$
|
(2.3
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Other changes in plan assets and benefit obligations recognized in accumulated other comprehensive (income) loss (“AOCI”)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
AOCI at beginning of year
|
$
|
35.0
|
|
|
$
|
16.8
|
|
|
$
|
26.1
|
|
|
$
|
2.3
|
|
|
$
|
2.0
|
|
|
$
|
1.5
|
|
Net (loss) gain arising during the year
|
(2.2
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Recognition of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Recognition of actuarial loss
|
(4.5
|
)
|
|
18.5
|
|
|
(8.2
|
)
|
|
0.5
|
|
|
0.3
|
|
|
0.5
|
|
||||||
Total recognized in accumulated other comprehensive loss at end of year
|
$
|
28.3
|
|
|
$
|
35.0
|
|
|
$
|
16.8
|
|
|
$
|
2.6
|
|
|
$
|
2.3
|
|
|
$
|
2.0
|
|
|
|
|
Postretirement Benefits
|
||||||||||||
|
Pension Benefits
|
|
Gross
|
|
Expected
Medicare Subsidy
|
|
Net including
Medicare Subsidy
|
||||||||
2020
|
$
|
5.7
|
|
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
2021
|
5.9
|
|
|
0.9
|
|
|
0.1
|
|
|
0.8
|
|
||||
2022
|
6.1
|
|
|
0.8
|
|
|
0.1
|
|
|
0.7
|
|
||||
2023
|
6.2
|
|
|
0.8
|
|
|
0.1
|
|
|
0.7
|
|
||||
2024
|
6.2
|
|
|
0.8
|
|
|
0.1
|
|
|
0.7
|
|
||||
2025 to 2029
|
31.0
|
|
|
3.0
|
|
|
0.3
|
|
|
2.7
|
|
|
1-Percentage
Point
Increase
|
|
1-Percentage
Point
Decrease
|
||||
Effect on total of service and interest cost components in 2020
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation as of December 31, 2020
|
$
|
0.5
|
|
|
$
|
(0.4
|
)
|
|
Cumulative Translation Adjustment
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||
Balance at January 1, 2017
|
$
|
(30.8
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
(42.7
|
)
|
Currency translation
|
19.2
|
|
|
—
|
|
|
19.2
|
|
|||
Pension and OPEB activity, net of tax
|
—
|
|
|
5.6
|
|
|
5.6
|
|
|||
Balance at December 31, 2017
|
(11.6
|
)
|
|
(6.3
|
)
|
|
(17.9
|
)
|
|||
Currency translation
|
(9.7
|
)
|
|
—
|
|
|
(9.7
|
)
|
|||
Pension and OPEB activity, net of tax
|
—
|
|
|
(13.3
|
)
|
|
(13.3
|
)
|
|||
Balance at December 31, 2018
|
(21.3
|
)
|
|
(19.6
|
)
|
|
(40.9
|
)
|
|||
Currency translation
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Pension and OPEB activity, net of tax
|
—
|
|
|
5.0
|
|
|
5.0
|
|
|||
Balance at December 31, 2019
|
$
|
(22.4
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(37.0
|
)
|
|
Quarter Ended
|
||||||||||||||
|
Mar. 31
|
|
Jun. 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
420.1
|
|
|
$
|
415.3
|
|
|
$
|
403.4
|
|
|
$
|
379.5
|
|
Gross profit
|
65.3
|
|
|
66.2
|
|
|
66.5
|
|
|
62.3
|
|
||||
Net income
|
11.7
|
|
|
7.9
|
|
|
12.4
|
|
|
7.7
|
|
||||
Net income attributable to noncontrolling interest
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Net income attributable to ParkOhio common shareholders
|
$
|
11.2
|
|
|
$
|
7.6
|
|
|
$
|
12.2
|
|
|
$
|
7.6
|
|
Earnings per common share attributable to ParkOhio common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.92
|
|
|
$
|
0.62
|
|
|
$
|
1.00
|
|
|
$
|
0.62
|
|
Diluted
|
$
|
0.90
|
|
|
$
|
0.61
|
|
|
$
|
0.99
|
|
|
$
|
0.61
|
|
Cash dividends per common share
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
405.7
|
|
|
$
|
432.2
|
|
|
$
|
414.3
|
|
|
$
|
405.9
|
|
Gross profit
|
65.1
|
|
|
73.1
|
|
|
65.9
|
|
|
67.4
|
|
||||
Net income
|
10.2
|
|
|
15.0
|
|
|
14.7
|
|
|
15.3
|
|
||||
Net income attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Net income attributable to ParkOhio common shareholders
|
$
|
9.8
|
|
|
$
|
14.8
|
|
|
$
|
14.2
|
|
|
$
|
14.8
|
|
Earnings per common share attributable to ParkOhio common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.80
|
|
|
$
|
1.20
|
|
|
$
|
1.15
|
|
|
$
|
1.21
|
|
Diluted
|
$
|
0.78
|
|
|
$
|
1.18
|
|
|
$
|
1.14
|
|
|
$
|
1.19
|
|
Cash dividends per common share
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
Description
|
Balance at
Beginning of
Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions
and
Other
|
|
Balance at
End of
Period
|
||||||
Year Ended December 31, 2019:
|
|
||||||||||||
Allowances deducted from assets:
|
|
|
|
|
|
|
|
||||||
Trade receivable allowances
|
$
|
6.2
|
|
|
1.3
|
|
|
(2.6
|
)
|
(A)
|
$
|
4.9
|
|
Inventory reserves
|
34.9
|
|
|
5.3
|
|
|
(6.0
|
)
|
(B)
|
34.2
|
|
||
Tax valuation allowances
|
5.3
|
|
|
0.2
|
|
|
—
|
|
|
5.5
|
|
||
Year Ended December 31, 2018:
|
|
||||||||||||
Allowances deducted from assets:
|
|
|
|
|
|
|
|
||||||
Trade receivable allowances
|
$
|
4.5
|
|
|
2.0
|
|
|
(0.3
|
)
|
(A)
|
$
|
6.2
|
|
Inventory reserves
|
29.8
|
|
|
7.5
|
|
|
(2.4
|
)
|
(B)
|
34.9
|
|
||
Tax valuation allowances
|
11.6
|
|
|
(6.3
|
)
|
|
—
|
|
|
5.3
|
|
||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||
Allowances deducted from assets:
|
|
|
|
|
|
|
|
||||||
Trade receivable allowances
|
$
|
4.0
|
|
|
1.5
|
|
|
(1.0
|
)
|
(A)
|
$
|
4.5
|
|
Inventory reserves
|
30.2
|
|
|
5.6
|
|
|
(6.0
|
)
|
(B)
|
29.8
|
|
||
Tax valuation allowances
|
5.3
|
|
|
5.6
|
|
|
0.7
|
|
(C)
|
11.6
|
|
|
Page
|
(2) Financial Statement Schedules
|
|
The following consolidated financial statement schedule of Park-Ohio Holdings Corp. is included in Item 8:
|
|
Exhibit
|
|
3.1
|
Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (filed as Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
|
|
|
3.2
|
Code of Regulations of Park-Ohio Holdings Corp. (filed as Exhibit 3.2 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
Exhibit
|
|
10.1
|
Form of Indemnification Agreement entered into between Park-Ohio Holdings Corp. and each of its directors and certain officers (filed as Exhibit 10.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998, SEC File No. 000-03134 and incorporated by reference and made a part hereof)
|
|
|
10.2*
|
|
|
|
10.3*
|
|
|
|
10.4*
|
|
|
|
10.5*
|
|
|
|
10.6*
|
|
|
|
10.7*
|
|
|
|
10.8*
|
|
|
|
10.9*
|
|
|
|
10.10*
|
|
|
|
10.11*
|
|
|
|
10.12*
|
|
|
|
21.1
|
|
|
|
23.1
|
Exhibit
|
|
|
|
24.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(c) of this Report.
|
PARK-OHIO HOLDINGS CORP.
|
|
(Registrant)
|
|
|
|
By:
|
/s/ Patrick W. Fogarty
|
Name:
|
Patrick W. Fogarty
|
Title:
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
*
Matthew V. Crawford
|
|
Chairman, Chief Executive Officer and President (Principal Executive Officer)
|
|
|
|
March 12, 2020
|
*
Patrick W. Fogarty
|
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
||
*
Patrick V. Auletta
|
|
Director
|
|
|
||
*
John D. Grampa
|
|
Director
|
|
|
||
*
Howard W. Hanna |
|
Director
|
|
|
||
*
Dan T. Moore, III
|
|
Director
|
|
|
||
*
Ronna Romney
|
|
Director
|
|
|
||
*
Steven H. Rosen
|
|
Director
|
|
|
||
*
James W. Wert
|
|
Director
|
|
|
*
|
The undersigned, pursuant to a Power of Attorney executed by each of the directors and officers identified above and filed with the Securities and Exchange Commission, by signing his name hereto, does hereby sign and execute this report on behalf of each of the persons noted above, in the capacities indicated.
|
March 12, 2020
|
|
|
|
By:
|
|
/s/ ROBERT D. VILSACK
|
|
|
|
|
|
|
Robert D. Vilsack, Chief Legal Officer
|
•
|
40,000,000 common shares, par value of $1.00 per share; and
|
•
|
632,470 preferred shares, par value of $1.00 per share.
|
•
|
one-fifth or more but less than one-third of such voting power;
|
•
|
|
•
|
one-third or more but less than a majority of such voting power; and
|
•
|
|
•
|
a majority or more of such voting power.
|
•
|
the transaction is approved by the directors before the 10% Shareholder becomes a 10% Shareholder;
|
•
|
the acquisition of 10% of the voting power is approved by the directors before the 10% Shareholder becomes a 10% Shareholder; or
|
•
|
the transaction involves a 10% Shareholder who has been a 10% Shareholder for at least three years and is approved by the directors before the 10% Shareholder becomes a 10% Shareholder, is approved by holders of two-thirds of the Company’s voting power and the holders of a majority of the voting power not owned by the 10% Shareholder, or certain price and form of consideration requirements are met.
|
Company Name
|
|
Jurisdiction Organized
|
Ajax Tocco de Mexico, S.A. de C.V.
|
|
Mexico
|
Ajax Tocco International Limited
|
|
England
|
Ajax Tocco Magnethermic Corporation (5)
|
|
Ohio
|
Ajax Tocco Magnethermic Corporation Canada Limited
|
|
Canada
|
Ajax Tocco Magnethermic GmbH
|
|
Germany
|
Ajax Tocco Magnethermic Holdco S.r.l.
|
|
Italy
|
Ajax Tocco Magnethermic Japan Co., Ltd.
|
|
Japan
|
Ajax Tocco Magnethermic Limited
|
|
Hong Kong
|
Ajax Tocco Magnethermic (Shanghai) Co., Ltd.
|
|
China
|
Ajax Tocco Transformadores do Brasil Ltda.
|
|
Brazil
|
Apollo Aerospace Components India Private Limited
|
|
India
|
Apollo Aerospace Components Limited
|
|
England
|
Apollo Aerospace Components LLC (8)
|
|
Ohio
|
Apollo Aerospace Components Sp.Z.o.o.
|
|
Poland
|
Apollo Group Limited
|
|
England
|
Autoform Tool & Manufacturing, LLC
|
|
Indiana
|
Bates Rubber, Inc.
|
|
Ohio
|
Canton Drop Forge, Inc.
|
|
Ohio
|
Chambersburg Acquisition Corp.
|
|
Pennsylvania
|
Control Transformer, Inc.
|
|
Ohio
|
DAX International Limited
|
|
England
|
EFCO, Inc. (9)
|
|
Pennsylvania
|
Elastomeros Tecnicos Moldeados, Inc.
|
|
Texas
|
Elastomeros Tecnicos Moldeados, S. de R. L. de C.V.
|
|
Mexico
|
Engineering Materials, Inc.
|
|
Delaware
|
Europower CR s.r.o.
|
|
Czech Republic
|
Feco, Inc.
|
|
Illinois
|
Fluid Routing Solutions, LLC
|
|
Delaware
|
Foundry Service GmbH
|
|
Germany
|
Gateway Industrial Supply LLC
|
|
Ohio
|
General Aluminum Mfg. Company
|
|
Ohio
|
GH Able City Company Limited
|
|
China
|
GH Electrotermia, S.A.
|
|
Spain
|
GH Electrothermie, S.A.S.
|
|
France
|
GH Inducao do Brasil Ltda.
|
|
Brazil
|
GH Induction Atmospheres, LLC
|
|
New York
|
GH Induction Deutschland Gmbh
|
|
Germany
|
GH Induction Equipment Shanghai Co. Ltd.
|
|
China
|
GH Induction India Pvt. Ltd.
|
|
India
|
GH Mexicana, S.A. de C.V.
|
|
Mexico
|
Heads & Allthreads Private Limited
|
|
India
|
Hydrapower Dynamics Limited
|
|
England
|
ILS Supply Technologies SA de CV
|
|
Mexico
|
Induction Equipment (India) Private Limited
|
|
India
|
Integrated Holding Company
|
|
Ohio
|
Company Name
|
|
Jurisdiction Organized
|
Integrated Logistics Holding Company
|
|
Ohio
|
Langstone Supplies Limited
|
|
England
|
M.P. Colinet S.P.R.L.U.
|
|
Belgium
|
NABS Supply Technologies S. De R.L. De C.V.
|
|
Mexico
|
ParkOhio Automotive Components (Changshu) Co., Ltd.
|
|
China
|
Park-Ohio Forged & Machined Products LLC (4)
|
|
Ohio
|
ParkOhio Hong Kong Treasury Limited
|
|
Hong Kong
|
ParkOhio Industries (Qingdao) Co., Ltd.
|
|
China
|
Park-Ohio Industries (Shanghai) Co. Ltd.
|
|
China
|
Park-Ohio Industries Treasury Company, Inc.
|
|
New York
|
Park-Ohio Industries, Inc. (1)
|
|
Ohio
|
Park-Ohio Products, Inc.
|
|
Ohio
|
Park Ohio Spain Holding Company s.l.
|
|
Spain
|
Park-Ohio U.K. Ltd.
|
|
England
|
ParkOhio Worldwide LLC
|
|
Ohio
|
Pharmacy Wholesale Logistics, Inc.
|
|
Ohio
|
Precision Machining Connection LLC
|
|
Ohio
|
QEF Global Holdings Limited
|
|
Ireland
|
QEF (Global) Ireland Limited
|
|
Ireland
|
RB&W Corporation of Canada
|
|
Canada
|
RB&W Japan G.K.
|
|
Japan
|
RB&W Ltd.
|
|
Ohio
|
RB&W Manufacturing LLC (2)
|
|
Ohio
|
RB&W (Shanghai) Cold Forming Technologies Co., Ltd.
|
|
China
|
Saet S.p.A.
|
|
Italy
|
Saet Induction Equipment (Shanghai) Co. Ltd.
|
|
China
|
Snow Dragon LLC
|
|
Ohio
|
Southwest Steel Processing LLC
|
|
Ohio
|
STMX Gas, Inc. (fka Pharmaceutical Logistics, Inc.)
|
|
Ohio
|
Supply Technologies (India) Private Limited
|
|
India
|
Supply Technologies (IRLG) Limited
|
|
Ireland
|
Supply Technologies (UKGRP) Limited
|
|
England
|
Supply Technologies Company of Canada (7)
|
|
Canada
|
Supply Technologies CR s.r.o. (fka Heads & Allthreads CZ s.r.o.)
|
|
Czech Republic
|
Supply Technologies Company of Puerto Rico, Inc.
|
|
Puerto Rico
|
Supply Technologies International Trading (Shanghai) Co., Ltd.
|
|
China
|
Supply Technologies Kft
|
|
Hungary
|
Supply Technologies Limited
|
|
Hong Kong
|
Supply Technologies Limited (fka Heads & Allthreads Limited)
|
|
England
|
Supply Technologies LLC (6)
|
|
Ohio
|
Supply Technologies PLN Sp z.o.o. (fka Heads & Allthreads Sp Z.o.o.)
|
|
Poland
|
Supply Technologies Poland Sp.z.o.o.
|
|
Poland
|
Supply Technologies Procurement Company, Inc.
|
|
Delaware
|
Supply Technologies Pte. Ltd.
|
|
Singapore
|
The Ajax Manufacturing Company (3)
|
|
Ohio
|
Tocco, Inc.
|
|
Alabama
|
Trostel Mexico S. de R.L. de C.V.
|
|
Mexico
|
West Erie Short Line, Inc.
|
|
Pennsylvania
|
Wind Energy, Inc.
|
|
Ohio
|
Company Name
|
|
Jurisdiction Organized
|
Wind Engery Technologies LLC
|
|
Delaware
|
(1)
|
Doing business as Park Drop Forge and Ohio Crankshaft
|
(2)
|
Doing business as Delo Screw Products
|
(3)
|
Doing business as Ajax Technologies and Forging Developments International
|
(4)
|
Doing business as Kropp Forge and Ajax-Ceco
|
(5)
|
Doing business as PMC-Colinet, PMC Industries, Pines Engineering, Pillar Induction and H&H Tooling
|
(6)
|
Doing business as Sabina Mfg.
|
(7)
|
Doing business as Direct Fasteners
|
(8)
|
Doing business as Aero-Missile Components
|
(9)
|
Doing business as Erie Press Systems
|
(1)
|
Registration Statement (Form S-8 No. 333-225915) pertaining to the Park-Ohio Holdings Corp. 2018 Equity and Incentive Compensation Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-204713) pertaining to the Park-Ohio Holdings Corp. 2015 Equity and Incentive Compensation Plan,
|
(3)
|
Registration Statement (Form S-3 No. 333-211906) pertaining to debt securities and common stock of Park-Ohio Holdings Corp., and
|
(4)
|
Registration Statement (Form S-8 No. 333-01047) pertaining to the Individual Account Retirement Plan;
|
|
|
|
EXECUTED as of March 5, 2020.
|
|
|
|
|
|
/s/ Matthew V. Crawford
|
|
/s/ Patrick W. Fogarty
|
Matthew V. Crawford
|
|
Patrick W. Fogarty, Vice President and Chief
|
Chairman, Chief Executive Officer and Director
|
|
Financial Officer
|
|
|
|
/s/ Patrick V. Auletta
|
|
/s/ Dan T. Moore
|
Patrick V. Auletta, Director
|
|
Dan T. Moore, Director
|
|
|
|
/s/ John D Grampa
|
|
/s/ Ronna Romney
|
John D. Grampa, Director
|
|
Ronna Romney, Director
|
|
|
|
/s/ Howard W. Hanna
|
|
/s/ Steven H. Rosen
|
Howard W. Hanna, Director
|
|
Steven H. Rosen, Director
|
|
|
|
|
|
/s/ James W. Wert
|
|
|
James W. Wert, Director
|
1.
|
I have reviewed this annual report on Form 10-K of Park-Ohio Holdings Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Matthew V. Crawford
|
Name:
|
Matthew V. Crawford
|
Title:
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Park-Ohio Holdings Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Patrick W. Fogarty
|
Name:
|
Patrick W. Fogarty
|
Title:
|
Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
By:
|
/s/ Matthew V. Crawford
|
Name:
|
Matthew V. Crawford
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
By:
|
/s/ Patrick W. Fogarty
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Name:
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Patrick W. Fogarty
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Title:
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Vice President and Chief Financial Officer
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