What changed in this filing

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Item 1. Financial Statements

2022-08-03 compared with 2022-05-10 · 168 added, 91 removed, 307 unchanged (46% of the section changed)

38 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions, except per share data)

3 unchanged sentences

Selling, general and administrative expenses 45.0 43.3 90.8 83.0

Operating income 7.9 12.3

Gain on sale of assets ( 2.9 ) — ( 2.9 ) —

Operating income (loss) 7.7 ( 3.4 ) 15.6 8.9

Other components of pension income and other postretirement benefits expense, net

2.8 2.5 5.6 4.9

Interest expense, net ( 8.3 ) ( 7.4 ) ( 16.1 ) ( 14.8 )

Income before income taxes 2.9 7.3

Income tax benefit (expense) 3.4 ( 1.9 )

Net income 6.3 5.4

Income (loss) before income taxes 2.2 ( 8.3 ) 5.1 ( 1.0 )

Income tax (expense) benefit ( 0.7 ) 2.8 2.7 0.9

Net income (loss) 1.5 ( 5.5 ) 7.8 ( 0.1 )

Net (income) loss attributable to noncontrolling interests ( 0.5 ) 0.2 ( 0.7 ) 0.3

Net income attributable to Park-Ohio Holdings Corp.

Net income (loss) attributable to Park-Ohio Holdings Corp.

common shareholders $ 1.0 $ ( 5.3 ) $ 7.1 $ 0.2

Income per common share attributable to Park-Ohio Holdings Corp.

Income (loss) per common share attributable to Park-Ohio Holdings Corp.

common shareholders:

1 unchanged sentence

Diluted $ 0.08 $ ( 0.44 ) $ 0.58 $ 0.02

Weighted-average shares used to compute income per share:

Weighted-average shares used to compute income (loss) per share:

Basic 12.1 12.0 12.1 12.0

3 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31,

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

Net income $ 6.3 $ 5.4

Net income (loss) $ 1.5 $ ( 5.5 ) $ 7.8 $ ( 0.1 )

Other comprehensive (loss) income, net of tax:

2 unchanged sentences

Pension and other postretirement benefits — 0.2 0.1 0.4

Total other comprehensive loss ( 3.1 ) ( 4.1 )

Total comprehensive income, net of tax 3.2 1.3

Total other comprehensive (loss) income ( 14.8 ) 1.8 ( 17.9 ) ( 2.3 )

Total comprehensive loss, net of tax ( 13.3 ) ( 3.7 ) ( 10.1 ) ( 2.4 )

Comprehensive (income) loss attributable to noncontrolling interests ( 0.5 ) 0.2 ( 0.7 ) 0.3

Comprehensive income attributable to Park-Ohio Holdings Corp.

Comprehensive loss attributable to Park-Ohio Holdings Corp.

common shareholders $ ( 13.8 ) $ ( 3.5 ) $ ( 10.8 ) $ ( 2.1 )

17 unchanged sentences

Balance at March 31, 2022 16,334,220 16.3 144.5 263.9 ( 85.4 ) ( 22.3 ) 10.9 327.9

Other comprehensive income (loss) — — — 1.0 — ( 14.8 ) 0.5 ( 13.3 )

Stock-based compensation expense — — 1.8 — — — — 1.8

Stock-based compensation activity 308,621 0.3 ( 0.3 ) — — — — —

Dividends — — — ( 1.6 ) — — — ( 1.6 )

Payments of withholding taxes on share awards

— — — — ( 1.0 ) — — ( 1.0 )

Balance at June 30, 2022 16,642,841 $ 16.6 $ 146.0 $ 263.3 $ ( 86.4 ) $ ( 37.1 ) $ 11.4 $ 313.8

Shares Amount Additional

13 unchanged sentences

Balance at March 31, 2021 16,142,124 16.1 138.2 294.4 ( 79.9 ) ( 22.2 ) 12.5 359.1

Three Months Ended March 31,

Other comprehensive (loss) income — — — ( 5.3 ) — 1.8 ( 0.2 ) ( 3.7 )

Stock-based compensation expense — — 1.4 — — — — 1.4

Stock-based compensation activity 174,746 0.2 ( 0.2 ) — — — — —

Dividends — — — ( 1.5 ) — — — ( 1.5 )

Payments of withholding taxes on share awards

— — — — ( 2.1 ) — — ( 2.1 )

Balance at June 30, 2021 16,316,870 $ 16.3 $ 139.4 $ 287.6 $ ( 82.0 ) $ ( 20.4 ) $ 12.3 $ 353.2

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Dividends per common share $ 0.125 $ 0.125 $ 0.250 $ 0.250

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

OPERATING ACTIVITIES

Net income $ 6.3 $ 5.4

Net income (loss) $ 7.8 $ ( 0.1 )

Adjustments to reconcile net income to net cash (used) provided by operating activities:

1 unchanged sentence

Stock-based compensation expense 3.4 3.0

Gain on sale of assets ( 2.9 ) —

Changes in operating assets and liabilities:

4 unchanged sentences

Other ( 1.0 ) ( 5.3 )

Net cash (used) provided by operating activities ( 10.1 ) 9.9

Net cash used in operating activities ( 38.2 ) ( 23.3 )

INVESTING ACTIVITIES

Purchases of property, plant and equipment ( 15.5 ) ( 14.4 )

Net cash used by investing activities ( 7.1 ) ( 6.6 )

Proceeds from sale of assets 4.0 —

Business acquisition, net of cash acquired — ( 5.4 )

Net cash used in investing activities ( 11.5 ) ( 19.8 )

FINANCING ACTIVITIES

15 unchanged sentences

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

NOTE 1 — Basis of Presentation

6 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three- month period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Operating results for the three- and six-month periods ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

12 unchanged sentences

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Three Months Ended March 31,

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

11 unchanged sentences

(In millions)

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

GEOGRAPHIC REGION

6 unchanged sentences

Total $ 175.8 $ 154.2 $ 98.6 $ 428.6

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

GEOGRAPHIC REGION

8 unchanged sentences

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

Supply Technologies Segment Assembly Components Segment Engineered Products Segment Total Revenues

(In millions)

Six Months Ended June 30, 2022

GEOGRAPHIC REGION

United States $ 209.6 $ 224.1 $ 110.8 $ 544.5

Europe 62.6 9.0 30.5 102.1

Asia 31.8 9.4 25.0 66.2

Mexico 32.7 28.8 8.0 69.5

Canada 6.1 40.3 10.1 56.5

Other 1.8 1.2 5.2 8.2

Total $ 344.6 $ 312.8 $ 189.6 $ 847.0

Six Months Ended June 30, 2021

GEOGRAPHIC REGION

United States $ 188.9 $ 163.9 $ 80.3 $ 433.1

Europe 56.8 7.3 31.5 95.6

Asia 27.7 12.4 26.5 66.6

Mexico 32.6 20.8 8.4 61.8

Canada 5.7 30.2 9.0 44.9

Other 1.0 0.9 5.7 7.6

Total $ 312.7 $ 235.5 $ 161.4 $ 709.6

For over time arrangements, contract liabilities primarily relate to advances or deposits received from the Company’s customers before revenue is recognized.

These amounts, which totaled $ 56.6 million and $ 51.7 million at March 31, 2022 and December 31, 2021, respectively, are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

These amounts, which totaled $ 43.3 million and $ 51.7 million at June 30, 2022 and December 31, 2021, respectively, are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

For over time arrangements, contract assets primarily relate to revenue recognized in advance of billings to customers under long-term contracts accounted for under percentage of completion.

These amounts, which totaled $ 56.6 million and $ 55.0 million at March 31, 2022 and December 31, 2021, respectively, are recorded in Prepaid and other current assets in the Condensed Consolidated Balance Sheets.

These amounts, which totaled $ 51.3 million and $ 55.0 million at June 30, 2022 and December 31, 2021, respectively, are recorded in Prepaid and other current assets in the Condensed Consolidated Balance Sheets.

NOTE 4 — Segments

8 unchanged sentences

Results by business segment were as follows:

Three Months Ended March 31,

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

9 unchanged sentences

Corporate costs ( 7.5 ) ( 6.8 ) ( 15.4 ) ( 12.0 )

Operating income 7.9 12.3

Gain on sale of assets 2.9 — 2.9 —

Operating income (loss) 7.7 ( 3.4 ) 15.6 8.9

Other components of pension income and other postretirement benefits expense, net

2.8 2.5 5.6 4.9

Interest expense, net ( 8.3 ) ( 7.4 ) ( 16.1 ) ( 14.8 )

Income before income taxes $ 2.9 $ 7.3

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Income (loss) before income taxes $ 2.2 $ ( 8.3 ) $ 5.1 $ ( 1.0 )

NOTE 5 — Plant Closure and Consolidation

In the three months ended March 31, 2022, the Company recorded expenses totaling $ 2.0 million in its Assembly Components segment in connection with its plant closure and consolidation activities.

Expenses of $ 1.8 million were included in cost of sales and $ 0.2 million were included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

In the three and six months ended June 30, 2022 , the Company recorded expenses totaling $ 4.2 million and $ 6.2 million, respectively, in its Assembly Components segment in connection with its plant closure and consolidation and other activities.

For the three months ended June 30, 2022, e xpenses of $ 4.1 million were included in Cost of sales and $ 0.1 million were included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

For the six months ended June 30, 2022, e xpenses of $ 5.9 million were included in Cost of sales and $ 0.3 million were included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Company expects to incur additional restructuring costs of approximately $ 1.0 million in this segment in the remainder of 2022.

In the three months ended March 31, 2022, the Company recorded expenses totaling $ 0.6 million in its Engineered Products segment in connection with plant closure and consolidation activities.

The expenses are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations, which consisted of severance of $ 0.1 million and other restructuring activities of $ 0.5 million.

In the three and six months ended June 30, 2022 , the Company recorded expenses totaling $ 0.8 million and $ 1.4 million, respectively, in its Engineered Products segment in connection with plant closure and consolidation activities.

The expenses are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations, and consisted of severance of $ 0.1 million and $ 0.2 million, respectively, and other restructuring activities of $ 0.8 million and $ 1.2 million, respectively.

The Company expects to incur additional costs of approximately $ 5.0 million related to the initiatives in this segment in the remainder of 2022.

In the three months ended March 31, 2021, the Company recorded expenses totaling $ 0.6 million in its Assembly Components segment in connection with actions taken to close and consolidate its extrusion operations in Tennessee and its fuel operations in Michigan, and to complete other cost-reduction actions in this segment.

The expenses, which were included in cost of sales in the Condensed Consolidated Statements of Operations, were comprised of severance of $ 0.2 million and other facility-related costs of $ 0.4 million.

In the three months ended March 31, 2021, the Company recorded expenses totaling $ 0.7 million in its Engineered Products segment in connection with plant closure and consolidation activities.

The expenses are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations, were comprised of severance of $ 0.3 million and other restructuring activities of $ 0.4 million.

In the three and six months ended June 30, 2021 , the Company recorded expenses totaling $ 0.8 million and $ 1.3 million, respectively, in its Assembly Components segment in connection with actions taken to close and consolidate its extrusion operations in Tennessee and its fuel operations in Michigan, and to complete other cost-reduction actions in this segment.

The expenses, which were included in Cost of sales in the Condensed Consolidated Statements of Operations, were comprised of severance of $ 0.1 million and $ 0.3 million, respectively, and other facility-related costs of $ 0.7 million and $ 1.0 million, respectively.

In the three and six months ended June 30, 2021 , the Company recorded expenses totaling $ 0.6 million and $ 1.3 million, respectively, in its Engineered Products segment in connection with plant closure and consolidation activities.

The expenses are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

NOTE 6 — Inventories

Inventories, net consist of the following:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions)

3 unchanged sentences

Inventories, net $ 413.1 $ 382.9

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

NOTE 7 — Accrued Warranty Costs

1 unchanged sentence

Actual warranty expense could differ from the estimates made by the Company based on product performance.

The following table presents changes in the Company’s product warranty liability for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

The following table presents changes in the Company’s product warranty liability for the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

5 unchanged sentences

The Company’s tax provision for interim periods is determined using an estimate of its annual effective rate, adjusted for discrete items, if any, in each period.

In the three months ended March 31, 2022, income tax benefit was $ 3.4 million on pre-tax income of $ 2.9 million.

In the three months ended June 30, 2022, income tax expense was $ 0.7 million, representing an effective income tax rate of 32 %.

This rate is higher than the U.S.

statutory rate of 21% primarily due to the unfavorable impact of stock compensation deduction.

In the three months ended June 30, 2021, income tax benefit was $ 2.8 million, representing an effective income tax rate of 34 %.

This rate is higher than the U.S.

statutory rate of 21% primarily due to the additional benefit recorded as result of the net operating loss carryback claim under the Coronavirus Aid, Relief, and Economic Security ("CARES") Act and amended returns filed during the quarter.

In the six months ended June 30, 2022, income tax benefit was $ 2.7 million on pre-tax income of $ 5.1 million.

The benefit included a discrete tax benefit of $ 4.1 million related to a federal research and development credit.

In the three months ended March 31, 2021, income tax expense was $ 1.9 million, representing an effective income tax rate of 26 %.

In the six months ended June 30, 2021, income tax benefit was $ 0.9 million, representing an effective income tax rate of 90 %.

This rate is higher than the U.S.

statutory rate of 21% primarily due to income subject to foreign tax at tax rates higher than the U.S.

statutory rate and state taxes.

statutory rate of 21% primarily due to the additional benefit recorded as result of the net operating loss carryback claim under the CARES Act and the composition of earnings.

NOTE 9 — Financing Arrangements

Debt consists of the following:

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

Carrying Value at

Maturity Date Interest Rate at

March 31, 2022 March 31, 2022 December 31, 2021

June 30, 2022 June 30, 2022 December 31, 2021

(In millions)

9 unchanged sentences

Pursuant to the Credit Agreement, the Company has the option to increase the availability under the revolving credit facility by an aggregate incremental amount up to $ 70.0 million.

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Agreement matures on November 26, 2024.

As of March 31, 2022, we had borrowing availability of $ 109.5 million under the credit agreement.

We had outstanding bank guarantees and letters of credit under the Credit Agreement of approximately $ 43.6 million at March 31, 2022 and $ 39.7 million at December 31, 2021.

The Credit Agreement matures on November 26, 2024.

As of June 30, 2022, we had borrowing availability of $ 101.5 million under the Credit Agreement.

We had outstanding bank guarantees and letters of credit under the Credit Agreement of approximately $ 45.2 million at June 30, 2022 and $ 39.7 million at December 31, 2021.

In 2017, Park-Ohio completed the issuance, in a private placement, of $ 350.0 million aggregate principal amount of 6.625 % Senior Notes due 2027 (the “Notes”).

2 unchanged sentences

The Lease Agreement provides the Company up to $ 50.0 million for finance leases.

Finance lease obligations of $ 16.0 million were borrowed under the Lease Agreement to acquire machinery and equipment as of March 31, 2022.

Finance lease obligations of $ 14.5 million were borrowed under the Lease Agreement to acquire machinery and equipment as of June 30, 2022.

In 2015, the Company, through its Southwest Steel Processing LLC subsidiary, entered into a financing agreement with the Arkansas Development Finance Authority, which matures in September 2025.

The financing agreement provides the Company the ability to borrow up to $ 11.0 million for expansion of its manufacturing facility in Arkansas.

The Company had $ 5.3 million of borrowings outstanding under this agreement as of March 31, 2022, which is included in Other above.

The Company had $ 5.0 million of borrowings outstanding under this agreement as of June 30, 2022, which is included in Other above.

The following table represents fair value information of the Notes, classified as Level 1 using estimated quoted market prices.

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions)

1 unchanged sentence

Fair value $ 276.5 $ 337.6

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

NOTE 10 — Stock-Based Compensation

A summary of restricted share activity for the three months ended March 31, 2022 is as follows:

A summary of restricted share activity for the six months ended June 30, 2022 is as follows:

Time-Based Performance-Based

3 unchanged sentences

Outstanding - beginning of year 655,093 $ 24.62 50,000 $ 32.55

Granted — — — —

325,765 16.03 — —

Vested ( 173,035 ) 25.38 — —

1 unchanged sentence

Outstanding - end of period 797,577 $ 20.96 50,000 $ 32.55

(a) - Included in this amount are 12,500 restricted share units.

Stock-based compensation is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Total stock-based compensation expense was $ 1.6 million in both the three months ended March 31, 2022 and 2021.

As of March 31, 2022, there was $ 8.4 million of unrecognized compensation cost related to non-vested stock-based compensation, which cost is expected to be recognized over a weighted-average period of 1.7 years.

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Total stock-based compensation expense was $ 1.8 million and $ 1.4 million for the three months ended June 30, 2022 and 2021, respectively.

Total stock-based compensation expense was $ 3.4 million and $ 3.0 million for the six months ended June 30, 2022 and 2021, respectively.

As of June 30, 2022, there was $ 11.6 million of unrecognized compensation cost related to non-vested stock-based compensation, which cost is expected to be recognized over a weighted-average period of 2.0 years.

NOTE 11 — Commitments and Contingencies

The Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business.

The Company is subject to a variety of claims, suits, investigations and administrative proceedings with respect to commercial, premises liability, product liability, employment, personal injury and environmental matters arising from the ordinary course of business.

The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated.

10 unchanged sentences

While it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations.

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

NOTE 12 — Pension and Postretirement Benefits

The components of net periodic benefit (income) expense costs recognized for the three months ended March 31, 2022 and 2021 were as follows:

The components of net periodic benefit (income) expense costs recognized for the three and six months ended June 30, 2022 and 2021 were as follows:

Pension Benefits Postretirement Benefits

Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021 2022 2021 2022 2021

6 unchanged sentences

NOTE 13 — Accumulated Other Comprehensive Loss

The components of and changes in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021 were as follows:

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

The components of and changes in accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021 were as follows:

Cumulative Translation Adjustment Cash Flow Hedges Pension and Postretirement Benefits Total Cumulative Translation Adjustment Cash Flow Hedges Pension and Postretirement Benefits Total

(In millions)

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021

Three Months Ended June 30, 2022 Three Months Ended June 30, 2021

Beginning balance $ ( 22.2 ) $ 0.7 $ ( 0.8 ) $ ( 22.3 ) $ ( 12.6 ) $ — $ ( 9.6 ) $ ( 22.2 )

4 unchanged sentences

Ending balance $ ( 36.8 ) $ 0.5 $ ( 0.8 ) $ ( 37.1 ) $ ( 11.0 ) $ — $ ( 9.4 ) $ ( 20.4 )

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021

Beginning balance $ ( 18.3 ) $ — $ ( 0.9 ) $ ( 19.2 ) $ ( 8.3 ) $ — $ ( 9.8 ) $ ( 18.1 )

Currency translation (a)

( 18.5 ) — — ( 18.5 ) ( 2.7 ) — — ( 2.7 )

Foreign currency forward contracts — 0.5 — 0.5 — — — —

Pension and OPEB activity, net of tax — — 0.1 0.1 — — 0.4 0.4

Ending balance $ ( 36.8 ) $ 0.5 $ ( 0.8 ) $ ( 37.1 ) $ ( 11.0 ) $ — $ ( 9.4 ) $ ( 20.4 )

(a) No income taxes were provided on currency translation as foreign earnings are considered permanently reinvested.

1 unchanged sentence

The following table sets forth the weighted-average number of shares used in the computation of earnings per share:

Three Months Ended March 31,

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

3 unchanged sentences

Certain restricted stock awards are anti-dilutive and therefore excluded from the computation of diluted earnings per share.

Anti-dilutive shares were 0.2 million and 0.0 million for the three months ended March 31, 2022 and 2021, respectively.

NOTE 15 — Subsequent Event

On April 22, 2022, the Company's Board of Directors declared a quarterly dividend of $ 0.125 per common share.

The dividend will be paid on May 20, 2022 to shareholders of record as of the close of business on May 6, 2022 and will result in a cash outlay of approximately $ 1.6 million.

Anti-dilutive shares were 0.3 million and 0.4 million for the three months ended June 30, 2022 and 2021, respectively, and 0.3 million and 0.0 million for the six months ended June 30, 2022 and 2021, respectively.

NOTE 15 — Subsequent Events

On July 22, 2022, the Company's Board of Directors declared a quarterly dividend of $ 0.125 per common share.

The dividend will be paid on August 19, 2022 to shareholders of record as of the close of business on August 5, 2022 and will result in a cash outlay of approximately $ 1.6 million.

Effective August 2, 2022, the Company acquired Southern Fasteners & Supply, Inc.

(“Southern Fasteners”) for approximately $ 17 million in cash and $ 2 million of notes payable to the sellers.

Southern Fasteners, which will be included in our Supply Technologies segment, is headquartered in Winston-Salem, North Carolina and has annual revenues of approximately $ 25 million.

Southern Fasteners provides commercial fasteners and industrial supplies to a diverse base of MRO and OEM customers throughout the United States and specializes in the design of customized inventory programs for its customers.

Southern Fasteners complements Supply Technologies’ continued efforts to grow the initiatives centered around industrial supply and MRO products to our global OEM customer base.

In addition, the Company finalized the acquisition of Charter Automotive (Changzhou) Co.

(“Charter”) for approximately $ 11 million of notes payable to the seller.

Charter, which will also be included in our Supply Technologies segment, is headquartered in Changzhou, China and has annual revenues of approximately $ 15 million.

Charter is strategic to our existing fastener manufacturing business and will accelerate the global growth of its proprietary products to Electric Vehicle and other auto-related platforms.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements