(Mark One) | ||
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2011 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Ohio | 34-1867219 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
6065 Parkland Boulevard, Cleveland, Ohio
(Address of principal executive offices) |
44124
(Zip Code) |
(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 þ No o |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
2
ITEM 1.
Financial
Statements
(Unaudited)
March 31,
December 31,
2011
2010
(Dollars in thousands)
$
30,814
$
35,311
146,470
126,409
200,707
192,542
10,496
10,496
13,774
12,751
10,646
12,800
412,907
390,309
256,820
253,077
189,664
184,294
67,156
68,783
9,671
9,100
85,227
84,340
$
574,961
$
552,532
LIABILITIES AND SHAREHOLDERS EQUITY
$
114,972
$
95,695
66,199
59,487
7,792
13,756
2,178
2,178
191,141
171,116
183,835
183,835
103,800
113,300
5,058
5,322
9,721
9,721
23,372
22,863
325,786
335,041
-0-
-0-
13,397
13,397
68,513
68,085
(10,314
)
(19,043
)
(18,726
)
(18,502
)
5,164
2,438
58,034
46,375
$
574,961
$
552,532
Note:
The balance sheet at December 31, 2010 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.
3
Table of Contents
Three Months Ended
March 31,
2011
2010
(Amounts in thousands, except per share data)
$
241,628
$
191,701
199,693
162,363
41,935
29,338
25,665
20,968
16,270
8,370
5,863
5,436
10,407
2,934
1,678
868
$
8,729
$
2,066
$
.76
$
.19
$
.73
$
.18
11,460
11,108
11,987
11,647
4
Table of Contents
Accumulated
Additional
Other
Common
Paid-In
Retained
Treasury
Comprehensive
Stock
Capital
Deficit
Stock
Income
Total
(Dollars in thousands)
$
13,397
$
68,085
$
(19,043
)
$
(18,502
)
$
2,438
$
46,375
8,729
8,729
2,620
2,620
106
106
11,455
380
380
(224
)
(224
)
48
48
$
13,397
$
68,513
$
(10,314
)
$
(18,726
)
$
5,164
$
58,034
are an integral part of these unaudited condensed consolidated
financial statements.
5
Table of Contents
Three Months Ended
March 31,
2011
2010
(Dollars in thousands)
$
8,729
$
2,066
3,957
4,168
428
462
(20,061
)
(15,405
)
(7,033
)
9,838
25,989
17,653
961
(4,923
)
12,970
13,859
(1,515
)
(217
)
(1,515
)
(217
)
(15,728
)
(4,450
)
-0-
(3,806
)
(224
)
(350
)
(15,952
)
(8,606
)
(4,497
)
5,036
35,311
23,098
$
30,814
$
28,134
$
463
$
573
1,389
1,167
are an integral part of these unaudited condensed consolidated
financial statements.
6
Table of Contents
March 31, 2011
(Dollars and shares in thousands, except per share
amounts)
7
Table of Contents
Three Months Ended
March 31,
2011
2010
$
123,226
$
94,238
39,041
36,588
79,361
60,875
$
241,628
$
191,701
$
8,633
$
4,484
3,314
1,936
8,546
4,933
20,493
11,353
(4,223
)
(2,983
)
(5,863
)
(5,436
)
$
10,407
$
2,934
March 31,
December 31,
2011
2010
$
234,397
$
217,915
68,901
66,219
201,909
188,017
69,754
80,381
$
574,961
$
552,532
March 31,
December 31,
2011
2010
$
118,551
$
116,202
23,256
24,339
58,900
52,001
$
200,707
$
192,542
8
Table of Contents
Three Months Ended
March 31,
2011
2010
$
8,729
$
2,066
11,460
11,108
527
539
11,987
11,647
$
.76
$
.19
$
.73
$
.18
9
Table of Contents
Three Months Ended
March 31,
Postretirement
Pension Benefits
Benefits
2011
2010
2011
2010
$
109
$
81
$
12
$
9
596
643
228
248
(2,229
)
(1,984
)
-0-
-0-
(10
)
(10
)
-0-
-0-
11
15
(24
)
(24
)
-0-
82
129
107
$
(1,523
)
$
(1,173
)
$
345
$
340
Three Months Ended
March 31,
2011
2010
$
8,729
$
2,066
2,620
(2,027
)
106
195
$
11,455
$
234
March 31,
December 31,
2011
2010
$
8,859
$
6,239
(3,695
)
(3,801
)
$
5,164
$
2,438
10
Table of Contents
2011
2010
$
4,046
$
2,760
(127
)
(246
)
149
73
$
4,068
$
2,587
11
Table of Contents
March 31,
December 31,
2011
2010
$
183,835
$
183,835
81,400
90,200
25,200
25,900
3,700
8,400
6,350
7,878
300,485
316,213
7,792
13,756
$
292,693
$
302,457
12
Table of Contents
$
3,164
2,782
178
447
3,480
1,890
710
(1,202
)
(2,133
)
990
$
10,306
Three Months Ended
March 31, 2010
$
212,754
$
2,125
$
.19
$
.18
13
Table of Contents
14
Table of Contents
Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
15
Table of Contents
Three Months
Ended
March 31,
Percent
2011
2010
Change
Change
(Dollars in millions)
$
123.2
$
94.2
$
29.0
31
%
39.0
36.6
2.4
7
%
79.4
60.9
18.5
30
%
$
241.6
$
191.7
$
49.9
26
%
Three Months
Ended
March 31,
Percent
2011
2010
Change
Change
(Dollars in millions)
$
199.7
$
162.4
$
37.3
23
%
$
41.9
$
29.3
$
12.6
43
%
17.3
%
15.3
%
16
Table of Contents
Three Months Ended
March 31,
Percent
2011
2010
Change
Change
(Dollars in millions)
$
25.7
$
21.0
$
4.7
22
%
10.6
%
11.0
%
Three Months
Ended
March 31,
Percent
2011
2010
Change
Change
(Dollars in millions)
$
5.9
$
5.4
$ .5
9
%
$
308.7
$
331.0
$(22.3)
(7
)%
7.64
%
6.52
%
112 basis points
17
Table of Contents
18
Table of Contents
Item 3.
Quantitative
and Qualitative Disclosure About Market Risk
19
Table of Contents
Item 4.
Controls
and Procedures
20
Table of Contents
Item 1.
Legal
Proceedings
21
Table of Contents
Item 1A.
Risk
Factors
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
Total Number
Total
of Shares
Maximum Number of
Number
Average
Purchased as
Shares That May Yet Be
of Shares
Price Paid
Part of Publicly
Purchased Under the
Purchased
Per Share
Announced Plans(1)
Plans or Program
-0-
$
-0-
-0-
340,920
-0-
-0-
-0-
340,920
11,658
(2)
19.19
-0-
340,920
11,658
$
19.19
-0-
340,920
(1)
In 2006, the Company announced a share repurchase program
whereby the Company may repurchase up to 1.0 million shares
of its common stock. During the first quarter of 2011, no shares
were purchased as part of this program.
(2)
Consist of shares of common stock the Company acquired from
recipients of restricted stock awards at the time of vesting of
such awards in order to settle recipient withholding tax
liabilities.
Item 6.
Exhibits
10
2009 Director Supplemental Defined Contribution Plan of
Park-Ohio Holdings Corp.
15
Letter re: unaudited interim financial information
31
.1
Principal Executive Officers Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31
.2
Principal Financial Officers Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification requirement under Section 906 of the
Sarbanes-Oxley Act of 2002
22
Table of Contents
By
Title:
Vice President and Chief Financial Officer
23
Table of Contents
10
2009 Director Supplemental Defined Contribution Plan of
Park-Ohio Holdings Corp.
15
Letter re: unaudited interim financial information
31
.1
Principal Executive Officers Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31
.2
Principal Financial Officers Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification requirement under Section 906 of the
Sarbanes-Oxley Act of 2002
24
Section
|
Page | |||
|
||||
ARTICLE I PURPOSE: ADOPTION BY THE COMPANY AND AFFILIATES | ||||
1.1 Purpose
|
1 | |||
1.2 Effective Date
|
1 | |||
|
||||
ARTICLE II DEFINITIONS | ||||
2.1 Definitions
|
1 | |||
2.2 Construction
|
3 | |||
|
||||
ARTICLE III ELIGIBILITY FOR PLAN PARTICIPATION | ||||
3.1 Eligible Directors
|
3 | |||
3.2 Plan Participation
|
3 | |||
|
||||
ARTICLE IV CONTRIBUTIONS | ||||
4.1 Elective Contributions
|
3 | |||
4.2 Vesting
|
4 | |||
|
||||
ARTICLE V PARTICIPANT ACCOUNTS AND PLAN FUNDING | ||||
5.1 Participant Accounts
|
4 | |||
5.2 Unfunded Plan
|
4 | |||
5.3 Investment Elections for Elective and Basic Contributions
|
5 | |||
5.4 Investment Change of Future Contributions
|
5 | |||
5.5 Election to Transfer Invested Past Contributions
|
5 | |||
|
||||
ARTICLE VI DISTRIBUTION | ||||
6.1 Distribution Upon From Service or Disability
|
6 | |||
6.2 Method of Payments
|
7 | |||
6.3 Distribution Upon Death
|
8 | |||
6.4 Taxes
|
8 |
-i-
Section
|
Page | |||
|
||||
ARTICLE VII BENEFICIARIES | ||||
7.0 Beneficiares
|
8 | |||
|
||||
ARTICLE VIII ADMINISTRATIVE PROVISIONS | ||||
8.1 Administrator
|
9 | |||
8.2 Powers and Authorities of the Committee
|
9 | |||
8.3 Indemnification
|
9 | |||
|
||||
ARTICLE IX AMENDMENT AND TERMINATION | ||||
9.1 Amendment and Termination
|
10 | |||
|
||||
ARTICLE X MISCELLANEOUS | ||||
10.1 Non-Alienation of Benefits
|
10 | |||
10.2 Payment of Benefits to Others
|
10 | |||
10.3 Taxation of Benefits
|
10 | |||
10.4 Claims of Other Persons
|
11 | |||
10.5 Severability
|
11 | |||
10.6 Governing Law
|
11 |
-ii-
- 1 -
- 2 -
(a) |
Each Eligible Director shall be entitled to elect for each calendar year to
reduce his or her Compensation by an objectively determinable amount relating to each
form of Compensation that is specified in a timely filed Deferred Compensation
Election; and if an Eligible Director does so, an amount equal to the reduction in his
or her Compensation shall be credited to an Account maintained for him or her under the
Plan.
|
||
(b) |
The Deferred Compensation Election of a Participant must be made in writing on
a form specified by the Administrator. A Deferred Compensation Election will be timely
filed with respect to the Compensation only if it is filed with the Administrator by a
date specified by the Administrator that precedes the calendar year in which the
Compensation is earned by the Participant for services rendered as an Eligible
Director. A Deferred Compensation Election that is timely filed with the Administrator
shall be irrevocable as of the first day of the calendar year that follows the date it
is filed.
|
||
(c) |
If a Director first becomes an Eligible Director after the first day of a
calendar year, the Eligible Director may file a Deferred Compensation Election with the
Administrator no later than 30 days after the date the Director becomes an Eligible
Director under the Plan. If an Eligible Director does so, the applicable Deferred
Compensation Election shall be effective for such calendar year only with respect to
Compensation that is earned for services that are performed after the filing of the
Participants Deferred Compensation Election with the Administrator; and any such
Deferred Compensation Election shall be irrevocable
|
- 3 -
as of the date that it is filed with the Administrator. For purposes of the
preceding sentence, where an individual has ceased being an Eligible Director,
regardless of whether all amounts deferred under the Plan have been paid, and
subsequently becomes an Eligible Director again, the individual shall be treated as
first becoming an Eligible Director if the individual had not been eligible to
participate in the Plan (other than the accrual of earnings) at any time during the
twenty-four month period ending on the date the individual again becomes an Eligible
Director.
|
|||
(d) |
The reduction in a Participants Compensation for any calendar year shall be
made by the Company during such calendar year. The Account of each Participant shall
then be credited with Elective Contributions equal to the amount of the Participants
reduction in his or her Compensation, on or shortly after the Compensation would
otherwise be paid to the Directors, in accordance with procedures established by the
Administrator.
|
(a) |
The obligation under the Plan to provide a Participant with all or a portion of
the amounts credited to his or her Account constitutes the sole unsecured promise of
the Company. No Participant or Beneficiary shall have any rights whatsoever in or with
respect to any funds or other assets owned or held by the Company (or any Affiliate
thereof), the rights of a Participant or Beneficiary under any Plan being solely those
of a general unsecured creditor of the Company.
|
||
(b) |
Notwithstanding the provisions of paragraph (a), the Company may establish or
participate in one or more trusts for the purpose of setting aside funds to provide for
the payment of benefits under its Plan. Such trust or trusts may include a master
trust or collective investment trust maintained by the Company in
|
- 4 -
conjunction with this Plan Document. However, in accordance with the foregoing
provisions of this Section, the assets of such trust or trusts shall at all times
remain subject to the claims of the general creditors of the Company, except to the
extent and at such time as any payment is made therefrom to a Participant or
Beneficiary under the Plan; and no Participant or Beneficiary shall have any rights
whatsoever in or with respect to any such trust or the assets thereof. To the
extent that the Company makes contributions to such a trust or trusts, such
contributions may be invested in one or more investment funds thereunder as shall be
determined by the Company, in its discretion.
|
- 5 -
(a) |
A Participant may elect to commence payment of the amounts credited to his or
her Account (and any deemed earnings thereon) in a calendar year upon either (i) the
date the Participant incurs a Separation from Service for any reason (other than by
reason of death) or (ii) the earlier of (A) the date the Participant incurs a
Separation from Service for any reason (other than by reason of death) or (B) the date
specified by the Participant (the date described in clause (i) or (ii), to be the
Commencement Date). Such election shall be timely made in writing on the Deferred
Compensation Election form filed with the Administrator in accordance with Section 4.1
by the Election Deadline for the Elective Contributions for the applicable calendar
year. If a Participant does not properly elect a Commencement Date for Contributions
made in a calendar year, the Commencement Date for such Contributions shall be the date
described in Section 6.1(a)(i). Except as is provided below in paragraph (c), a
Deferred Compensation Election form that is filed with the Plan Administrator electing
a Commencement Date shall become irrevocable as provided in Section 4.1.
|
||
(b) |
Subject to Section 6.1(d) payments made in accordance with Section 6.1(a) shall
be paid or commence to be paid within 30 days following the Commencement Date,
provided
that
, the Participant shall not have the right to designate
the year of payment. Amounts credited to a Participants Cash Account shall be paid in
cash, and Amounts credited to a Participants Equity Award Account shall be paid in
shares of common stock of the Company.
|
||
(c) |
Notwithstanding any other provision of the Plan to the contrary, a Participant,
may elect to defer the Commencement Date by filing a written request to do so with the
Plan Administrator provided such request (i) is made not less than 12 months prior to
the Commencement Date (if such Commencement Date is described in Section 6.1(a)(ii)),
(ii) the first payment under such election will be made no less than 5 years from the
last effective Commencement Date, and (iii) such election will not take effect until at
least 12 months after the date on which such election is made. Any election to change
the Commencement Date that does not meet all of the foregoing requirements shall not be
valid and, in such case, payment shall be made in accordance with the Participants
last effective Commencement Date election. Any such election to defer the
Commencement Date shall become irrevocable if it is on file with the Plan Administrator
as of the date that is one year prior to the original Commencement Date.
|
||
(d) |
Notwithstanding anything in this Plan to the contrary, if a Participant is a
specified employee, determined pursuant to procedures adopted by the Company in
compliance with Section 409A of the Code, on the date a Participant experiences a
Separation from Service, then to the extent necessary to comply
|
- 6 -
with Section 409A of the Code, amounts credited to the Participants Account that
are to be received by the Participant on account of and during the six-month period
immediately following the Participants Separation from Service will instead be paid
on the earlier of (i) the first business day of the seventh month after the date of
the Participants Separation from Service, or (ii) the Participants death. Any
payments that are scheduled to be paid more than six months after such Participants
Separation from Service shall not be delayed and shall be paid in accordance with
the other provisions of this Article VI.
|
(a) |
Except as is provided below, the amount payable under the Plan shall be paid to
the Participant in a single sum payment as of his Commencement Date or, if the first
sentence of Section 6.1(d) applies the date of payment described therein. Lump sum
amounts payable to a Participant shall be determined as of the Valuation Date
coincident with the Commencement Date. Amounts credited to a Participants Cash
Account shall be paid in cash, and Amounts credited to a Participants Equity Award
Account shall be paid in shares of common stock of the Company.
|
||
(b) |
A Participant may elect to have the Contributions credited to his or her
Account (other than the amount credited to the Equity Award Account) in each calendar
year paid in the form of annual installment payments over a period of years that is
selected by the Participant, but not in excess of ten years. A Participant may elect
to have the Contributions credited to his or her Equity Award Account in each calendar
year paid in two annual installment payments. Each annual installment payment shall be
equal to an amount that is a fraction of the applicable Account balance as of the date
of payment. The numerator of the fraction is one, and the denominator of the fraction
is the number of remaining installments.
|
||
(c) |
In order for the Participant to elect an installment form of payment for
Contributions made in a calendar year, the Participant shall make a timely, written
election on the Deferred Compensation Election form filed with the Plan Administrator
in accordance with Section 4.1 by the Election Deadline for Elective Contributions for
the applicable calendar year. Such an election shall specify the number of annual
installment payments.
|
||
Except as is provided below in paragraph (d), a Deferred Compensation Election form
that is filed with the Plan Administrator electing an installment form of payment
shall become irrevocable as provided in Section 4.1.
|
|||
(d) |
Notwithstanding the foregoing, or any other provision of the Plan to the
contrary, if a Participant elects to defer the Commencement Date of a distribution in
accordance with Section 6.1(c) the Participant also may elect a different form of
payment than he or she would previously have been entitled to receive under the
foregoing provisions of this Section as of the last effective Commencement Date,
provided such written request complies with the requirements set forth in 6.1(c)
|
- 7 -
and is filed with the request provided for in Section 6.1(c). Any such election to
change the form of payment shall become irrevocable if it is on file with the Plan
Administrator as of the date that is one year prior to the Commencement Date. Any
such election of another form of payment must be made in accordance with the
foregoing provision of this Section. Thus, the Participant must elect to be paid in
either a lump sum, annual installments that are not in excess of two for amounts
credited to the Equity Award Account or annual installments that are not in excess
of ten for amounts that are credited to the Cash Account.
|
|||
(e) |
For purposes of this Plan, pursuant to Treasury Regulations Section
1.409A-2(b)(2)(iii), a series of installment payments shall be deemed to be a single
payment.
|
(a) |
Any individual, partnership, corporation, trust, estate or other entity may be
designated as a Beneficiary. If there is no designated Beneficiary who survives the
Participant, then the balance in his Accounts shall be paid to his or her estate.
|
||
(b) |
All designations of a Beneficiary shall be made by the Participant in writing
on a form which is supplied by the Administrator, signed by the Participant, and filed
with the Administrator. A Participant may change his designation of Beneficiary at any
time. To change his Beneficiary, the Participant must complete a new Beneficiary
designation form and file such form with the Administrator prior to the death of the
Participant. No designation of Beneficiary will be recognized under this Plan unless
it is filed with the Administrator prior to the death of the Participant.
|
- 8 -
(c) |
If the individual designated by the Participant as his or her Beneficiary is
the spouse of the Participant at the time of such designation or at any time
thereafter, and if the Participant and his or her spouse are legally divorced or their
marriage is legally dissolved or annulled, unless the divorce decree or a similar court
order directs otherwise, the spouse of the Participant shall cease to be the
Beneficiary and the estate of the Participant shall become the Beneficiary unless and
until such time as the Participant designates a new Beneficiary.
|
||
(d) |
If a Participant is entitled to a payment and dies after the Commencement Date
for the payment but prior to the date of actual payment, the payment shall be paid to
the estate of the Participant.
|
- 9 -
- 10 -
PARK-OHIO HOLDINGS CORP. | ||||||
|
||||||
|
By: | /s/ Robert D. Vilsack | ||||
|
|
|||||
|
Title: | Secretary and General Counsel | ||||
|
|
|||||
|
Date: | December 21, 2009 | ||||
|
|
- 11 -
Shares
|
||||||
Registration Statement
|
Description | Registered | ||||
Form S-8
(333-01047)
|
Individual Account Retirement Plan | 1,500,000 | ||||
Form S-8
(333-58161)
|
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan | 550,000 | ||||
Form S-8
(333-110536)
|
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan | 1,100,000 | ||||
Form S-8
(333-137540)
|
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan | 1,000,000 | ||||
Form S-8
(333-161474)
|
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan | 450,000 | ||||
Form S-3
(333-161475)
|
Registration of $100 million of Park-Ohio Holdings Corp.s shares of common stock and debt securities |
By |
/s/
Edward
F. Crawford
|
Title: | Chairman and Chief Executive Officer |
By |
/s/
Jeffrey
L. Rutherford
|
Title: | Vice President and Chief Financial Officer |
By |
/s/
Edward
F. Crawford
|
Title: | Chairman and Chief Executive Officer |
By |
/s/
Jeffrey
L. Rutherford
|
Title: | Vice President and Chief Financial Officer |