What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-08 compared with 2022-08-03 · 143 added, 93 removed, 382 unchanged (38% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

2022 December 31,

33 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

10 unchanged sentences

Income (loss) before income taxes 0.1 ( 10.2 ) 5.2 ( 11.2 )

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

Income tax benefit 3.0 2.8 5.7 3.7

Net income (loss) 3.1 ( 7.4 ) 10.9 ( 7.5 )

13 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

5 unchanged sentences

Pension and other postretirement benefits 0.1 0.2 0.2 0.6

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

Total other comprehensive loss ( 16.9 ) ( 5.3 ) ( 34.8 ) ( 7.6 )

Total comprehensive loss, net of tax ( 13.8 ) ( 12.7 ) ( 23.9 ) ( 15.1 )

27 unchanged sentences

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

Other comprehensive (loss) income — — — 2.7 — ( 16.9 ) 0.4 ( 13.8 )

Stock-based compensation expense — — 2.0 — — — — 2.0

Stock-based compensation activity 7,497 — — — — — — —

Dividends — — — ( 1.6 ) — — ( 0.6 ) ( 2.2 )

Payments of withholding taxes on share awards

— — — — ( 0.2 ) — — ( 0.2 )

Balance at September 30, 2022 16,650,338 $ 16.6 $ 148.0 $ 264.4 $ ( 86.6 ) $ ( 54.0 ) $ 11.2 $ 299.6

Shares Amount Additional

20 unchanged sentences

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,

Other comprehensive (loss) income — — — ( 7.2 ) — ( 5.3 ) ( 0.2 ) ( 12.7 )

Stock-based compensation expense — — 1.7 — — — — 1.7

Stock-based compensation activity 2,500 — — — — — — —

Dividends — — — ( 1.6 ) — — — ( 1.6 )

Purchases of treasury stock ( 99,661 shares)

— — — — ( 2.5 ) — — ( 2.5 )

Payments of withholding taxes on share awards

— — — — ( 0.4 ) — — ( 0.4 )

Balance at September 30, 2021 16,319,370 $ 16.3 $ 141.1 $ 278.8 $ ( 84.9 ) $ ( 25.7 ) $ 12.1 $ 337.7

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Dividends per common share $ 0.125 $ 0.125 $ 0.375 $ 0.375

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

15 unchanged sentences

Proceeds from sale of assets 4.0 —

Business acquisition, net of cash acquired — ( 5.4 )

Business acquisitions, net of cash acquired ( 21.9 ) ( 5.4 )

Net cash used in investing activities ( 41.6 ) ( 30.3 )

5 unchanged sentences

Dividends ( 5.3 ) ( 4.7 )

Purchases of treasury shares — ( 2.5 )

Payments of withholding taxes on share awards ( 1.3 ) ( 2.6 )

1 unchanged sentence

Effect of exchange rate changes on cash ( 5.9 ) ( 1.2 )

Increase in cash and cash equivalents 7.0 0.3

(Decrease) increase in cash and cash equivalents ( 0.4 ) 4.6

Cash and cash equivalents at beginning of period 54.1 55.0

1 unchanged sentence

Interest paid $ 18.5 $ 15.6

Income taxes paid $ 2.7 $ 6.4

Income taxes paid (received) $ 1.8 $ ( 4.6 )

Refer to the accompanying notes to these unaudited condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

September 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- 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.

Operating results for the three- and nine-month periods ended September 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.

17 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

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

September 30, 2022

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

12 unchanged sentences

(In millions)

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

GEOGRAPHIC REGION

6 unchanged sentences

Total $ 185.9 $ 153.0 $ 96.9 $ 435.8

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

GEOGRAPHIC REGION

9 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

September 30, 2022

Supply Technologies Segment Assembly Components Segment Engineered Products Segment Total Revenues

(In millions)

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

GEOGRAPHIC REGION

6 unchanged sentences

Total $ 530.5 $ 465.8 $ 286.5 $ 1,282.8

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

GEOGRAPHIC REGION

7 unchanged sentences

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 $ 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.

These amounts, which totaled $ 48.9 million and $ 51.7 million at September 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 $ 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.

These amounts, which totaled $ 46.1 million and $ 55.0 million at September 30, 2022 and December 31, 2021, respectively, are recorded in Prepaid and other current assets in the Condensed Consolidated Balance Sheets.

NOTE 4 — Segments

7 unchanged sentences

and interest expense, net.

Results by business segment were as follows:

Park-Ohio Holdings Corp.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

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

September 30, 2022

Results by business segment were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

17 unchanged sentences

NOTE 5 — Plant Closure and Consolidation

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.

In the three and nine months ended September 30, 2022 , the Company recorded expenses totaling $ 1.7 million and $ 7.9 million, respectively, in its Assembly Components segment in connection with its plant closure and consolidation and other activities.

For the three months ended September 30, 2022, e xpenses of $ 1.7 million were included in Cost of sales.

For the nine months ended September 30, 2022, restructuring e xpenses of $ 7.6 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 $ 0.5 million in this segment in the remainder of 2022.

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.

In the three and nine months ended September 30, 2022 , the Company recorded expenses totaling $ 1.4 million and $ 2.8 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 $ 0.0 million and $ 0.2 million, respectively, and other restructuring activities of $ 1.4 million and $ 2.6 million, respectively.

The Company expects to incur additional costs of approximately $ 4.0 million related to the initiatives in this segment in the remainder of 2022.

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.

In connection with its plant closure and consolidation initiatives, during the nine months ended September 30, 2022, the Company sold real estate within its Engineered Products segment for cash proceeds of $ 3.6 million, resulting in a gain of $ 2.5 million, and within the Assembly Components segment for cash proceeds of $ 0.4 million, resulting in a gain of $ 0.4 million.

In the three and nine months ended September 30, 2021 , the Company recorded expenses totaling $ 1.8 million and $ 3.1 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

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2022

The expenses included in Cost of sales in the Condensed Consolidated Statements of Operations were comprised of facility-related costs related to these initiatives of $ 1.8 million and $ 2.8 million, respectively.

For the nine months ended September 30, 2021, expenses also included $ 0.3 million, which were included in Selling, general and administrative expenses in the Condensed Consolidated Statement of operations.

In the three and nine months ended September 30, 2021 , the Company recorded expenses totaling $ 0.6 million and $ 1.9 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.

NOTE 6 — Acquisitions

In July 2022, the Company acquired Charter Automotive (Changzhou) Co.

(“Charter”) for $ 9.3 million, net of cash acquired.

Charter, which is included in our Supply Technologies segment, is headquartered in Changzhou, China and is strategic to our existing fastener manufacturing business, will accelerate the global growth of the Company's proprietary products to Electric Vehicle and other auto-related platforms.

The allocation of the purchase price of Charter is subject to finalization of the Company's determination of the fair values of the assets acquired and the liabilities assumed as of the acquisition date, and could be materially different than the estimates presented below.

The final allocation will be completed no later than one year after the acquisition date.

Below is the estimated purchase price allocation related to the acquisition of Charter;

the total purchase price is net of cash acquired.

(In millions)

Accounts receivable $ 2.6

Inventories 3.0

Property, plant and equipment 4.3

Other current assets 0.9

Accounts payable and accrued expenses ( 0.4 )

Deferred income tax liability ( 1.1 )

Total purchase price $ 9.3

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

(“Southern Fasteners”) for $ 18.7 million, net of cash acquired.

The purchase price included cash of $ 16.7 million paid at closing plus a $ 2.0 million note that will be paid to the seller over the next two years.

Southern Fasteners, which is included in our Supply Technologies segment, is headquartered in Winston-Salem, North Carolina.

Southern Fasteners provides commercial fasteners and industrial supplies to a diverse base of Maintenance, Repair and Operations (“MRO”) and Original Equipment Manufacturing (“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.

The allocation of the purchase price of Southern Fasteners is subject to finalization of the Company's determination of the fair values of the assets acquired and the liabilities assumed as of the acquisition date, and could be materially different than the estimates presented below.

The final allocation will be completed no later than one year after the acquisition date.

Below is the estimated purchase price allocation related to the acquisition of Southern Fasteners.

The total purchase price is net of cash acquired and includes the $ 2.0 million of notes payable to the seller.

Park-Ohio Holdings Corp.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

September 30, 2022

(In millions)

Accounts receivable $ 3.3

Inventories 6.0

Property, plant and equipment 0.4

Deferred income tax asset 0.3

Other current assets 0.3

Intangible assets 4.4

Accounts payable and accrued expenses ( 2.5 )

Total purchase price (including notes payable to seller of $ 2.0 million)

NOTE 7 — Inventories

Inventories, net consist of the following:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

(In millions)

6 unchanged sentences

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 and six months ended June 30, 2022 and 2021:

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

3 unchanged sentences

Warranty expense 0.1 0.3 0.6 2.8

Foreign currency translation ( 0.3 ) ( 0.2 ) ( 0.8 ) ( 0.3 )

Ending balance $ 5.7 $ 7.3 $ 5.7 $ 7.3

1 unchanged sentence

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 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 %.

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2022

In the three months ended September 30, 2022, income tax benefit was $ 3.0 million on pre-tax income of $ 0.1 million.

The overall benefit included a discrete benefit of $ 2.4 million due primarily to changes in estimates related to prior year federal research and development credits, Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”) and foreign tax credits.

In the three months ended September 30, 2021, income tax benefit was $ 2.8 million, representing an effective income tax rate of 27 %.

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

statutory rate of 21% due primarily to the additional tax benefit recorded as result of stock compensation that vested and state and local taxes during the quarter.

In the nine months ended September 30, 2022, income tax benefit was $ 5.7 million on pre-tax income of $ 5.2 million.

The overall benefit included discrete tax benefits totaling $ 6.5 million related primarily to changes in estimates related to prior year federal research and development credits, GILTI, FDII and foreign tax credits.

In the nine months ended September 30, 2021, income tax benefit was $ 3.7 million, representing an effective income tax rate of 33 %.

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 CARES Act and the composition of earnings.

NOTE 10 — 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

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

September 30, 2022 September 30, 2022 December 31, 2021

(In millions)

4 unchanged sentences

Total debt 688.3 606.1

Less current portion of long-term debt and short-term debt ( 10.3 ) ( 10.7 )

Less unamortized debt issuance costs ( 3.5 ) ( 3.9 )

current portion of long-term debt and short-term debt ( 10.6 ) ( 10.7 )

unamortized debt issuance costs ( 3.3 ) ( 3.9 )

Total long-term debt, net $ 674.4 $ 591.5

Park-Ohio's Seventh Amended and Restated Credit Agreement (the “Credit Agreement”) provides for a revolving credit facility in the amount of $ 405.0 million, including a $ 40.0 million Canadian revolving subcommitment and a European revolving subcommitment in the amount of $ 30.0 million.

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

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

The Credit Agreement matures on 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.

As of September 30, 2022, we had borrowing availability of $ 78.8 million under the Credit Agreement.

We had outstanding bank guarantees and letters of credit under the Credit Agreement of approximately $ 44.4 million at September 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 $ 14.5 million were borrowed under the Lease Agreement to acquire machinery and equipment as of June 30, 2022.

Finance lease obligations of $ 13.0 million were borrowed under the Lease Agreement to acquire machinery and equipment as of September 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 $ 5.0 million of borrowings outstanding under this agreement as of June 30, 2022, which is included in Other above.

The financing agreement provides the

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2022

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

The Company had $ 4.7 million of borrowings outstanding under this agreement as of September 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.

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

(In millions)

1 unchanged sentence

Fair value $ 269.0 $ 337.6

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022

NOTE 11 — Stock-Based Compensation

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

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

Time-Based Performance-Based

9 unchanged sentences

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

Total stock-based compensation expense was $ 1.8 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.

Total stock-based compensation expense was $ 2.0 million and $ 1.7 million for the three months ended September 30, 2022 and 2021, respectively.

Total stock-based compensation expense was $ 5.4 million and $ 4.7 million for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, there was $ 9.8 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 1.9 years.

NOTE 12 — Commitments and Contingencies

7 unchanged sentences

however, actual results may differ materially from our estimates.

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2022

In addition to the routine lawsuits and asserted claims noted above, we are also a co-defendant in 99 cases asserting claims on behalf of 162 plaintiffs alleging personal injury as a result of exposure to asbestos.

3 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 13 — Pension and Postretirement Benefits

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:

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

Pension Benefits Postretirement Benefits

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

Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021 2022 2021 2022 2021

6 unchanged sentences

NOTE 14 — Accumulated Other Comprehensive Loss

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:

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

Park-Ohio Holdings Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2022

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 June 30, 2022 Three Months Ended June 30, 2021

Three Months Ended September 30, 2022 Three Months Ended September 30, 2021

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

1 unchanged sentence

( 17.0 ) — — ( 17.0 ) ( 5.5 ) — — ( 5.5 )

Foreign currency forward contracts — ( 0.2 ) — ( 0.2 ) — — — —

Pension and OPEB activity, net of tax — — 0.1 0.1 — — 0.2 0.2

Ending balance $ ( 53.8 ) $ 0.5 $ ( 0.7 ) $ ( 54.0 ) $ ( 16.5 ) $ — $ ( 9.2 ) $ ( 25.7 )

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

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021

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

7 unchanged sentences

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

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,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

4 unchanged sentences

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

Anti-dilutive shares were 0.3 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.

Anti-dilutive shares were 0.1 million and 0.2 million for the three months ended September 30, 2022 and 2021, respectively, and 0.2 million and 0.1 million for the nine months ended September 30, 2022 and 2021, respectively.

NOTE 16 — Subsequent Event

On November 4, 2022, the Company's Board of Directors declared a quarterly dividend of $ 0.125 per common share.

The dividend will be paid on December 2, 2022 to shareholders of record as of the close of business on November 18, 2022 and will result in a cash outlay of approximately $ 1.6 million.

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