- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
<Table>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2003, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM____________ TO ____________
</Table>
COMMISSION FILE NO. 0-3134
PARK-OHIO HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
<Table>
OHIO 34-1867219
- ----------------------------------------- -----------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23000 EUCLID AVENUE, CLEVELAND, OHIO 44117
- ----------------------------------------- -----------------------------------------
(Address of principal executive offices) (Zip Code)
</Table>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 216/692-7200
PARK-OHIO HOLDINGS CORP. IS A SUCCESSOR ISSUER TO PARK-OHIO INDUSTRIES, INC.
Indicate by check mark whether the registrant:
(1) Has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding twelve months
(or for such shorter period that the registrant was required to file
such reports) and
(2) Has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12 b-2).
YES [ ] NO [X]
Number of shares outstanding of registrant's Common Stock, par value $1.00 per
share, as of June 30, 2003: 10,500,519.
The Exhibit Index is located on page 24.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
INDEX
<Table>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
Consolidated balance sheets -- June 30, 2003 and December
31, 2002
Consolidated statements of operations -- Three months and
six months ended June 30, 2003 and 2002
Consolidated statement of shareholders' equity -- Six months
ended June 30, 2003
Consolidated statements of cash flows -- Six months ended
June 30, 2003 and 2002
Notes to consolidated financial statements -- June 30, 2003
Independent accountants' review report
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4 Controls and Procedures
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
</Table>
2
PART I
FINANCIAL INFORMATION
3
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
(UNAUDITED)
JUNE 30 DECEMBER 31
2003 2002
----------- -----------
(DOLLARS IN THOUSANDS)
ASSETS
Current Assets
Cash and cash equivalents................................. $ 4,909 $ 8,812
Accounts receivable, less allowances for doubtful accounts
of $3,369 at June 30, 2003 and $3,313 at December 31,
2002................................................... 108,331 101,477
Inventories............................................... 159,290 156,067
Other current assets...................................... 7,108 8,626
-------- --------
Total Current Assets.............................. 279,638 274,982
Property, Plant and Equipment............................... 235,617 227,426
Less accumulated depreciation............................. 124,166 114,302
-------- --------
111,451 113,124
Other Assets
Goodwill.................................................. 82,127 81,464
Net assets held for sale.................................. 10,352 19,205
Prepaid pension and other................................. 54,233 52,083
-------- --------
$537,801 $540,858
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable.................................... $ 68,499 $ 74,868
Accrued expenses.......................................... 49,669 48,907
Current portion of long-term liabilities.................. 2,694 3,056
-------- --------
Total Current Liabilities......................... 120,862 126,831
Long-Term Liabilities, less current portion
9.25% Senior Subordinated Notes........................... 199,930 199,930
Revolving credit maturing on June 30, 2004................ 109,500 114,000
Other long-term debt...................................... 10,148 9,886
Other postretirement benefits............................. 23,332 23,829
Other..................................................... 3,230 3,483
-------- --------
346,140 351,128
Shareholders' Equity
Capital stock, par value $1 a share:
Serial Preferred Stock................................. -0- -0-
Common Stock........................................... 11,226 11,210
Additional paid-in capital................................ 55,801 56,135
Retained earnings......................................... 17,962 12,828
Treasury stock, at cost................................... (8,864) (9,092)
Accumulated other comprehensive (loss).................... (5,326) (8,096)
Unearned compensation--restricted stock awards............ -0- (86)
-------- --------
70,799 62,899
-------- --------
$537,801 $540,858
======== ========
</Table>
Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date, as restated for the Company's change in
accounting for inventories at certain subsidiaries as discussed in Note B.
However, it does not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements.
See notes to consolidated financial statements.
4
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
(AMOUNTS IN THOUSANDS -- EXCEPT PER SHARE DATA)
Net sales.......................................... $159,916 $166,625 $314,767 $320,468
Cost of products sold.............................. 134,069 142,245 264,510 274,390
-------- -------- -------- --------
Gross profit..................................... 25,847 24,380 50,257 46,078
Selling, general and administrative expenses....... 15,620 14,698 30,699 28,954
Restructuring and impairment charges............... -0- 3,635 -0- 4,256
-------- -------- -------- --------
Operating income................................. 10,227 6,047 19,558 12,868
Interest expense................................... 6,695 6,959 13,452 13,639
-------- -------- -------- --------
Income (loss) before income taxes and cumulative
effect of accounting change................... 3,532 (912) 6,106 (771)
Income tax (benefit)............................... 835 (365) 972 (299)
-------- -------- -------- --------
Income (loss) before cumulative effect of
accounting change............................. 2,697 (547) 5,134 (472)
Cumulative effect of accounting change............. -0- -0- -0- (48,799)
-------- -------- -------- --------
Net income (loss)................................ $ 2,697 $ (547) $ 5,134 $(49,271)
======== ======== ======== ========
Amounts per common share:
Basic -- Income (loss) before cumulative effect
of accounting change.................. $ .26 $ (.05) $ .49 $ (.05)
-- Cumulative effect of accounting
change................................ -0- -0- -0- (4.68)
-------- -------- -------- --------
-- Net income (loss)..................... $ .26 $ (.05) $ .49 $ (4.73)
======== ======== ======== ========
Diluted -- Income (loss) before cumulative effect
of accounting change.................. $ .25 $ (.05) $ .47 $ (.05)
-- Cumulative effect of accounting
change................................ -0- -0- -0- (4.68)
-------- -------- -------- --------
-- Net income (loss)..................... $ .25 $ (.05) $ .47 $ (4.73)
======== ======== ======== ========
Common shares used in the computation:
Basic............................................ 10,501 10,434 10,499 10,434
======== ======== ======== ========
Diluted.......................................... 10,903 10,434 10,878 10,434
======== ======== ======== ========
</Table>
See notes to consolidated financial statements.
5
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
<Table>
<Caption>
ACCUMULATED
OTHER
COMMON PAID-IN RETAINED TREASURY COMPREHENSIVE UNEARNED
STOCK CAPITAL EARNINGS STOCK (LOSS) COMPENSATION TOTAL
------- ------- -------- -------- ------------- ------------ -------
Balance January 1,
2003, as previously
stated............... $11,210 $56,135 $10,087 $(9,092) $(8,096) $(86) $60,158
Adjustment for the
cumulative effect on
the prior years of
applying
retroactively the
change in the method
of accounting for
inventories (see Note
B)................... 2,741 2,741
------- ------- ------- ------- ------- ---- -------
Balance January 1,
2003, as restated.... 11,210 56,135 12,828 (9,092) (8,096) (86) 62,899
Comprehensive income:
Net income........... 5,134 5,134
Foreign currency
translation
adjustment......... 2,770 2,770
-------
Comprehensive
income............. 7,904
Amortization of
restricted stock..... 86 86
Exercise of stock
options.............. 16 (334) 228 (90)
------- ------- ------- ------- ------- ---- -------
Balance June 30,
2003................. $11,226 $55,801 $17,962 $(8,864) $(5,326) $-0- $70,799
======= ======= ======= ======= ======= ==== =======
</Table>
See notes to consolidated financial statements.
6
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
----------------------
2003 2002
--------- ----------
(DOLLARS IN THOUSANDS)
OPERATING ACTIVITIES
Net income (loss)......................................... $ 5,134 $(49,271)
Adjustments to reconcile net income (loss) to net cash
(used) provided by operating activities:
Cumulative effect of change in accounting.............. -0- 48,799
Depreciation and amortization.......................... 8,212 8,474
Changes in operating assets and liabilities:
Accounts receivable.................................... (6,854) (9,861)
Inventories and other current assets................... (1,707) 2,774
Accounts payable and accrued expenses.................. (5,607) 16,367
Other.................................................. 117 (3,812)
------- --------
Net Cash (Used) Provided by Operating Activities..... (705) 13,470
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net........... (5,846) (7,282)
Proceeds from sale of assets held for sale................ 7,340 2,486
------- --------
Net Cash Provided (Used) by Investing Activities....... 1,494 (4,796)
FINANCING ACTIVITIES
Proceeds from bank arrangements........................... -0- 1,510
Payments on debt.......................................... (4,602) (5,466)
Exercise of stock options................................. (90) -0-
------- --------
Net Cash Used by Financing Activities.................. (4,692) (3,956)
------- --------
(Decrease) Increase in Cash and Cash Equivalents............ (3,903) 4,718
Cash and Cash Equivalents at Beginning of Period............ 8,812 3,872
------- --------
Cash and Cash Equivalents at End of Period.................. $ 4,909 $ 8,590
======= ========
Taxes refunded.............................................. $(1,187) $ (4,639)
Interest paid............................................... 12,904 12,827
</Table>
See notes to consolidated financial statements.
7
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
(AMOUNTS IN THOUSANDS -- EXCEPT PER SHARE DATA)
NOTE A -- BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Park-Ohio
Holdings Corp. and its subsidiaries ("the Company"). All significant
intercompany transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three-month and
six-month periods ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003. 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, 2002.
Certain amounts have been reclassified to conform to current year
presentation.
NOTE B -- ACCOUNTING CHANGE
As described in Note A to the consolidated financial statements for the
year ended December 31, 2002, inventories are stated at the lower of cost or
market value. The first-in, first-out (FIFO) method was used to determine cost
for 85% of inventories and the last-in, first-out (LIFO) method was used to
determine cost for the remaining 15% of inventories.
Effective June 30, 2003, the Company changed the method of accounting for
the 15% of its inventories utilizing the LIFO method to the FIFO method. The
Company believes that this change is preferable for the following reasons: 1)
the change conforms all of its inventories to one method of determining cost,
which is the FIFO method; 2) the costs of the Company's inventories have
remained fairly level during the past several years, which has substantially
negated the benefits of the LIFO method (a better matching of current costs with
current revenues in periods of rising costs); 3) the impact of utilizing the
LIFO method has had an insignificant impact on the Company's consolidated net
income (loss) during the past several years; and 4) the FIFO method results in
the valuation of inventories at current costs on the consolidated balance sheet,
which provides a more meaningful presentation for investors and financial
institutions.
As required under accounting principles generally accepted in the United
States, the Company has restated the consolidated balance sheet as of December
31, 2002 to increase inventories by the recorded LIFO reserve ($4.4 million),
increase deferred tax liabilities ($1.7 million), and increase shareholders'
equity ($2.7 million). Previously reported results of operations have not been
restated because the impact of utilizing the LIFO method had an insignificant
impact on the Company's reported amounts for consolidated net income (loss).
NOTE C -- ACQUISITION AND DISPOSITIONS
During the first quarter of 2003, the Company completed the sale of
substantially all of the assets of Green Bearing ("Green") and St. Louis Screw
and Bolt ("St. Louis Screw") for cash of approximately $7.3 million. No gain or
loss was recorded on the sale. Green and St. Louis Screw were non-core
businesses in the ILS Segment and Manufactured Products Segment, respectively,
and had been identified as businesses the Company was selling as part of its
restructuring activities during 2002 and 2001.
8
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
On September 10, 2002, the Company acquired substantially all of the assets
of Ajax Magnethermic Corporation ("Ajax"), a manufacturer of induction heating
and melting equipment. The purchase price of approximately $5.5 million and the
results of operations of Ajax prior to its date of acquisition were not deemed
significant as defined in Regulation S-X.
On April 26, 2002, the Company completed the sale of substantially all of
the assets of Castle Rubber Company for cash of approximately $2.5 million.
Castle Rubber, a non-core business in the Manufactured Products Segment, had
been identified as a business the Company was discontinuing as part of its
restructuring activities during 2001.
NOTE D -- INVENTORIES
The components of inventory consist of the following:
<Table>
<Caption>
JUNE 30 DECEMBER 31
2003 2002
-------- -----------
In process and finished goods............................... $137,121 $136,430
Raw materials and supplies.................................. 22,169 19,637
-------- --------
$159,290 $156,067
======== ========
</Table>
NOTE E -- ADOPTION OF FAS 142 "GOODWILL AND OTHER INTANGIBLE ASSETS"
Effective January 1, 2002, the Company adopted FAS 142, "Goodwill and Other
Intangible Assets". Under this standard, goodwill is no longer amortized but is
subject to an impairment test at least annually. The Company has selected
October 1 as its annual testing date.
The Company, with the assistance of an outside consultant, completed the
transitional impairment review of goodwill during the fourth quarter of 2002 and
recorded a non-cash charge for goodwill impairment which aggregated $48,799. In
accordance with the provisions of FAS 142, the charge has been accounted for as
a cumulative effect of a change in accounting principle, retroactive to January
1, 2002.
NOTE F -- SHAREHOLDERS' EQUITY
At June 30, 2003, capital stock consists of (i) Serial Preferred Stock of
which 632,470 shares were authorized and none were issued and (ii) Common Stock
of which 40,000,000 shares were authorized and 10,500,519 shares were issued and
outstanding.
9
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
NOTE G -- NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------ ------------------
2003 2002 2003 2002
------- -------- ------- --------
NUMERATOR
Income (loss) before cumulative effect of
accounting change............................ $2,697 $ (547) $ 5,134 $ (472)
Cumulative effect of accounting change......... -0- -0- -0- (48,799)
------ ------- ------- --------
Net income (loss).............................. $2,697 $ (547) $ 5,134 $(49,271)
====== ======= ======= ========
DENOMINATOR
Denominator for basic earnings per
share-weighted average shares................ 10,501 10,434 10,499 10,434
Effect of diluted securities:
Employee stock options (a)................... 402 -0- 379 -0-
------ ------- ------- --------
Denominator for diluted earnings per share --
weighted average shares and assumed
conversions.................................. 10,903 10,434 10,878 10,434
====== ======= ======= ========
Amounts per common share:
Basic -- Income (loss) before cumulative
effect of accounting change....... $ .26 $ (.05) $ .49 $ (.05)
-- Cumulative effect of accounting
change............................ -0- -0- -0- (4.68)
------ ------- ------- --------
-- Net income (loss)................. $ .26 $ (.05) $ .49 $ (4.73)
====== ======= ======= ========
Diluted -- Income (loss) before cumulative
effect of accounting change....... $ .25 $ (.05) $ .47 $ (.05)
-- Cumulative effect of accounting
change............................ -0- -0- -0- (4.68)
------ ------- ------- --------
-- Net income (loss)................. $ .25 $ (.05) $ .47 $ (4.73)
====== ======= ======= ========
</Table>
- ---------------
(a) The addition of 501 shares for the three months ended June 30, 2002 and 439
shares for the six months ended June 30, 2002 would result in anti-dilution.
NOTE H -- ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," ("FAS 146"), which addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." FAS
146 requires that a liability for a cost that is associated with an exit or
disposal activity be recognized when a legal liability is incurred. FAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on required
disclosures by a guarantor in its financial statements about obligations under
certain guarantees that it has issued and requires a guarantor to recognize, at
the inception of certain guarantees, a
10
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
liability for the fair value of the obligation undertaken in issuing the
guarantee. The Company is reviewing the provisions of FIN 45 relating to initial
recognition and measurements of guarantor liabilities, which are effective for
qualifying guarantees entered into or modified after December 31, 2002, but does
not expect the adoption to have a material impact on the consolidated financial
statements. The Company adopted the new disclosure requirements for the year
ended December 31, 2002.
On December 31, 2002, the FASB issued Statement of Financial Accounting
Standards No. 148 "Accounting for Stock-Based Compensation -- Transition and
Disclosure -- an amendment to FASB Statement No. 123" ("FAS 148"). FAS 148
amends the Accounting for Stock-Based Compensation, to provide alternative
methods of transition to FAS 123's fair value method of accounting for
stock-based employee compensation. FAS 148 also amends the disclosure provision
of FAS 123 and Accounting Principles Board ("APB") Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income and earnings per
share in annual and interim financial statements. The Statement is effective for
fiscal years beginning after December 15, 2002. The Company has elected to
continue to apply APB Opinion No. 25 and related interpretations in accounting
for its stock option plan, as permitted under FAS 123 and FAS 148. Accordingly,
no compensation cost has been recognized for its stock option plan. However, the
Company recognizes compensation expense resulting from fixed awards of
restricted shares which is measured at the date of grant and expensed over the
vesting period. Had compensation cost for stock options granted been determined
on the fair value method of FAS 123, the Company's net income (loss) and
earnings (loss) per share would have been effected as follows:
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------ ------------------
2003 2002 2003 2002
------- ------ ------ --------
Net income (loss), as reported.............. $2,697 $(547) $5,134 $(49,271)
Total stock-based employee compensation, net
of tax.................................... 69 65 136 130
------ ----- ------ --------
Pro forma net income (loss)................. $2,628 $(612) $4,998 $(49,401)
====== ===== ====== ========
Earnings per share:
Basic, as reported.......................... $ .26 $(.05) $ .49 $ (4.73)
Basic, pro forma............................ .25 (.06) .48 (4.73)
Diluted, as reported........................ .25 (.05) .47 (4.73)
Diluted, pro forma.......................... .24 (.06) .46 (4.73)
</Table>
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities," which clarifies the application
of Accounting Research Bulletin ("ARB") No. 51, "Consolidated Financial
Statements," relating to consolidation of certain entities. First, FIN 46 will
require identification of the Company's participation in variable interest
entities ("VIEs"), which are defined as entities with a level of invested equity
that is not sufficient to fund future activities to permit them to operate on a
stand alone basis, or whose equity holders lack certain characteristics of a
controlling financial interest. Then, for entities identified as VIEs, FIN 46
sets forth a model to evaluate potential consolidation based on an assessment of
which party to the VIE, if any, bears a majority of the exposure to its expected
losses, or stands to gain from a majority of its expected returns. FIN 46 is
effective for all new VIEs created or acquired after January 31, 2003. For VIEs
created or acquired prior to February 1, 2003, the provisions of FIN 46 must be
applied for the first interim or annual period beginning after June 15, 2003.
FIN 46 also sets forth certain disclosures regarding interests in VIEs that are
deemed significant, even if consolidation is not required. The Company is
currently evaluating the effect that the adoption of FIN 46 will have on its
financial position, results of operations and cash flows.
11
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities ("FAS 149"). FAS 149 amends and clarifies the accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under FAS 133, "Accounting for
Derivative Instruments and Hedging Activities." FAS 149 is generally effective
for contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The Company is currently
evaluating whether or not the adoption of FAS 149 will have an effect on its
financial position, results of operations and cash flows.
In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity ("FAS 150"). FAS 150 requires that certain financial
instruments, which under previous guidance were accounted for as equity, must
now be accounted for as liabilities. The financial instruments affected include
mandatorily redeemable stock, certain financial instruments that require or may
require the issuer to buy back some of its shares in exchange for cash or other
assets and certain obligations that can be settled with shares of stock. FAS 150
is effective for all financial instruments entered into or modified after May
31, 2003 and must be applied to the Company's existing financial instruments
effective July 1, 2003, the beginning of the first fiscal period after June 15,
2003. The Company adopted FAS 150 on June 1, 2003. The adoption of this
statement did not have a material effect on the Company's financial position,
results of operations or cash flows.
NOTE I -- SEGMENTS
The Company operates through three segments: Integrated Logistics Solutions
("ILS"), Aluminum Products and Manufactured Products. ILS is a leading supply
chain logistics provider of production components to large, multinational
manufacturing companies, other manufacturers and distributors. In connection
with the supply of such production components, ILS provides a variety of
value-added, cost-effective supply chain management services. Aluminum Products
manufactures cast aluminum components for automotive, agricultural equipment,
heavy duty truck and construction equipment. Aluminum Products also provides
value-added services such as design and engineering, machining and assembly.
Manufactured Products operates a diverse group of niche manufacturing businesses
that design and manufacture a broad range of high quality products engineered
for specific customer applications. Intersegment sales are immaterial.
12
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
Results by business segment were as follows:
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------- -------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net sales, including intersegment sales:
ILS...................................... $ 96,525 $103,985 $188,877 $199,742
Aluminum products........................ 23,931 30,028 47,973 56,503
Manufactured products.................... 39,460 32,612 77,917 64,223
-------- -------- -------- --------
$159,916 $166,625 $314,767 $320,468
======== ======== ======== ========
Income before income taxes and cumulative
effect of accounting change:
ILS...................................... $ 6,237 $ 4,904 $ 12,085 $ 10,366
Aluminum products........................ 3,222 1,631 6,800 3,751
Manufactured products.................... 2,598 612 3,746 1,168
-------- -------- -------- --------
12,057 7,147 22,631 15,285
Corporate costs............................ (1,830) (1,100) (3,073) (2,417)
Interest expense........................... (6,695) (6,959) (13,452) (13,639)
-------- -------- -------- --------
$ 3,532 $ (912) $ 6,106 $ (771)
======== ======== ======== ========
</Table>
<Table>
<Caption>
JUNE 30 DECEMBER 31
2003 2002
-------- -----------
Identifiable assets were as follows:
ILS....................................................... $273,241 $273,442
Aluminum products......................................... 79,609 79,797
Manufactured products..................................... 153,963 151,880
General corporate......................................... 30,988 35,739
-------- --------
$537,801 $540,858
======== ========
</Table>
NOTE J -- COMPREHENSIVE INCOME (LOSS)
Total comprehensive income (loss) was as follows:
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------ ------------------
2003 2002 2003 2002
------- ------- ------ --------
Net income (loss)............................. $2,697 $ (547) $5,134 $(49,271)
Foreign currency translation.................. 2,044 2,099 2,770 1,890
------ ------ ------ --------
Total comprehensive income (loss)............. $4,741 $1,552 $7,904 $(47,381)
====== ====== ====== ========
</Table>
13
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
The components of accumulated comprehensive loss at June 30, 2003 and
December 31, 2002 are as follows:
<Table>
<Caption>
JUNE 30 DECEMBER 31
2003 2002
------- -----------
Foreign currency translation adjustment..................... $ (229) $2,541
Minimum pension liability................................... 5,555 5,555
------ ------
$5,326 $8,096
====== ======
</Table>
NOTE K -- RESTRUCTURING ACTIVITIES
The Company responded to the economic downturn by reducing costs in a
variety of ways, including restructuring businesses and selling non-core
manufacturing assets. These activities, which included asset write-downs and
other exit costs related to the shutdown of facilities, generated restructuring
and asset impairment charges of $19.2 million and $28.5 million in 2002 and
2001, respectively (of which $5.6 million (490 employees) in 2002 and $6.9
million (525 employees) in 2001 related to severance and exit costs). For
further details on the restructuring plan, see Note N to the audited financial
statements contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.
During the first quarter of 2003, the Company completed the sale of
substantially all of the assets of Green Bearing and St. Louis Screw and Bolt
for cash of approximately $7.3 million. No gain or loss was recorded on these
sales. Both of these businesses had been identified as businesses the Company
was selling as part of its restructuring activities.
The accrued liability balance for severance and exit costs and related cash
payments consisted of:
<Table>
2001
Severance and exit charges.................................. $ 6,883
Cash payments............................................... (2,731)
-------
Balance at December 31, 2001................................ 4,152
2002
Severance and exit charges.................................. 5,599
Cash payments............................................... (5,706)
-------
Balance at December 31, 2002................................ 4,045
2003
Cash payments............................................... (1,374)
-------
Balance at June 30, 2003.................................... $ 2,671
=======
</Table>
As of June 30, 2003, all of the 525 employees identified in 2001 and all
but 29 of the 490 employees identified in 2002 had been terminated. The
workforce reductions under the restructuring plan consisted of hourly and
salaried employees at various operating facilities due to either closure or
consolidation.
Net sales for the businesses that were included in net assets held for sale
were $7,129 and $10,167 for the six months ended June 30, 2003 and 2002,
respectively. Operating income for these entities was $23 and $66 for the six
months ended June 30, 2003 and 2002, respectively.
14
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
NOTE L -- ACCRUED WARRANTY COSTS
The Company estimates the amount of warranty claims on sold products that
may be incurred based on current and historical data. The actual warranty
expense could differ from the estimates made by the Company based on product
performance. The following table presents the changes in the Company's product
warranty liability:
<Table>
Balance at January 1, 2003.................................. $ 3,068
Claims paid during the year............................... (1,440)
Additional warranties issued during the year.............. 539
-------
Balance at June 30, 2003.................................... $ 2,167
=======
</Table>
NOTE M -- INCOME TAXES
The effective income tax rate for the three-month period ended June 30,
2003 was 24%, compared to 40% for the corresponding period in 2002. Only foreign
and state income taxes were provided for in 2003, because federal income taxes
were eliminated due to the recognition of net operating loss carryforwards for
which valuation allowances had been provided for prior to 2003. At December 31,
2002, the Company had net operating loss carryforwards of approximately $25.6
million. Tax benefits related to these carryforwards were fully reserved in
2002, because the Company was in a three-year cumulative loss position.
NOTE N -- DEBT RESTRUCTURING
The revolving credit maturing on June 30, 2004 was refinanced and repaid in
its entirety by the Company on July 30, 2003 with a new revolving credit
facility which matures on July 30, 2007 and is classified as long-term debt.
15
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors and Shareholders
Park-Ohio Holdings Corp.
We have reviewed the accompanying consolidated balance sheet of Park-Ohio
Holdings Corp. and subsidiaries as of June 30, 2003 and the related consolidated
statements of operations for the three-month and six-month periods ended June
30, 2003 and 2002, the consolidated statement of shareholders' equity for the
six-month period ended June 30, 2003 and the consolidated statements of cash
flows for the six-month periods ended June 30, 2003 and 2002. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based upon our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Park-Ohio
Holdings Corp. and subsidiaries as of December 31, 2002 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended, not presented herein, and in our report dated February 25,
2003, we expressed an unqualified opinion on those consolidated financial
statements and included an explanatory paragraph for a change in accounting for
goodwill. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 2002, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
As discussed in Note B to the consolidated financial statements, effective
June 30, 2003, the Company changed its method of accounting for inventories at
certain subsidiaries.
/s/ Ernst & Young LLP
Cleveland, Ohio
August 12, 2003
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Financial information for the three-month and six-month periods ended June
30, 2003 is not directly comparable to the financial information for the same
periods in 2002 primarily due to restructuring and other unusual charges in 2002
plus divestitures and an acquisition in 2002 and divestitures in 2003.
Restructuring charges of $622 thousand and $3.6 million were recorded in first
and second quarter 2002, respectively. The Company divested Castle Rubber in
second quarter 2002, and Green Bearing and St. Louis Screw in first quarter
2003. The Company purchased the assets of Ajax Magnethermic in third quarter
2002.
OVERVIEW
The Company operates through three segments, ILS, Aluminum Products and
Manufactured Products. ILS is a leading supply chain logistics provider of
production components to large, multinational manufacturing companies, other
manufacturers and distributors. In connection with the supply of such production
components, ILS provides a variety of value-added, cost-effective supply chain
management services. The principal customers of ILS are in the semiconductor
equipment, heavy-duty truck, industrial equipment, aerospace and defense,
electrical controls, HVAC, vehicle parts and accessories, appliances, and lawn
and garden equipment industries. Aluminum Products manufactures cast aluminum
components for automotive, agricultural equipment, heavy-duty truck and
construction equipment manufacturers. Aluminum Products also provides
value-added services such as design and engineering, machining and assembly.
Manufactured Products operates a diverse group of niche manufacturing businesses
that design and manufacture a broad range of high quality products engineered
for specific customer applications. The principal customers of Manufactured
Products are OEMs and end-users in the aerospace, automotive, steel, forging,
railroad, truck, oil, food processing and consumer appliance industries.
The Company's sales volumes and profitability declined during 2001, due to
overall weakness in the manufacturing economy, and particularly to contraction
in the heavy-duty truck and automotive industries. Despite these sales declines,
the Company retained or gained market share in most major markets served. The
Company responded to this downturn by reducing costs, increasing prices on
targeted products, restructuring many of its businesses and selling non-core
manufacturing assets. The Company continued and extended restructuring its
businesses through 2001 and 2002, closing 20 supply chain logistics facilities,
and closing or selling eight manufacturing plants in those two years. With
regard to these actions, the Company recorded restructuring and impairment
charges of $28.5 million in 2001 and $19.2 million in 2002. Management's actions
were aimed to position the Company for increased profitability when the
manufacturing economy stabilizes and returns to growth.
The Company's actions resulted in increased operating income in 2002
compared to 2001, despite flat sales. Operating income rose to $16.2 million in
2002, after restructuring and impairment charges of $19.2 million, compared to
an operating loss of $4.4 million in 2001, after restructuring and impairment
charges of $28.5 million and goodwill amortization of $3.7 million.
The Company's profitability improved again in first half 2003, on
continuing flat sales. Compared to first half 2002, operating income increased
52%, or $6.7 million, to $19.6 million, on a 2% sales decline. First half 2002
operating income was negatively impacted by $4.3 million in restructuring
charges. During first half 2003, the Company continued to reduce costs and
restructure businesses, including consolidating two logistics facilities and
selling two additional non-core manufacturing businesses.
The Company sold substantially all the assets of St. Louis Screw and Bolt
on January 29, 2003 and Green Bearing on February 21, 2003 for cash totaling
approximately $7.3 million.
The Company sold substantially all the assets of Castle Rubber Company on
April 26, 2002 for cash of approximately $2.5 million. The Company purchased
substantially all the assets of Ajax Magnethermic Corp. on September 10, 2002
for cash of approximately $5.5 million.
On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"). Under FAS
142, the Company reviewed its goodwill
17
and other intangible assets and recorded a non-cash goodwill impairment charge
of $48.8 million, which was recorded as the cumulative effect of a change in
accounting principle effective January 1, 2002.
Effective June 30, 2003, the Company changed its method of accounting for
the 15% of its inventories utilizing the LIFO method to the FIFO method. As
required by generally accepted accounting principles, the Company has restated
its balance sheet as of December 31, 2002 to increase inventories by the
recorded LIFO reserve ($4.4 million), increase deferred tax liabilities ($1.7
million), and increase shareholders' equity ($2.7 million). Previously reported
results of operations have not been restated because the impact of utilizing the
LIFO method had an insignificant impact on the Company's reported amounts for
consolidated net income (loss).
RESULTS OF OPERATIONS
Six Months 2003 versus Six Months 2002
Net sales decreased by $5.7 million, or 2%, from $320.5 million for the
first six months of 2002 to $314.8 million in 2003. ILS net sales declined 5%,
or $10.9 million, of which $3.3 million related to the sale of Green Bearing and
the remainder related primarily to continued volume weakness in customer
industries. Aluminum Products net sales were 15%, or $8.5 million lower,
primarily due to the ending of $8.3 million of certain sales contracts.
Manufactured Products net sales increased 21%, or $13.7 million, primarily due
to increased sales in the induction business.
Gross profit increased by $4.2 million, or 9%, to $50.3 million for the
first six months of 2003 from $46.1 million for the same period of 2002, and the
Company's gross margin increased to approximately 16.0% for the first six months
of 2003, from 14.4% for the same period of 2002. ILS gross margin increased,
primarily due to lower inventory costs, facility costs and other cost
reductions, partially offset by the absorption of fixed overhead over a smaller
sales base. Aluminum Products gross margin increased significantly, primarily as
a result of restructuring and cost reductions and higher margins on new
contracts. Gross margin in the Manufactured Products segment improved, primarily
as a result of increased sales and overhead efficiencies achieved in the
induction business.
Selling, general and administrative ("SG&A") expenses increased by 6%, or
$1.7 million, to $30.7 million for the first six months of 2003 from $29.0
million for the same period in 2002. SG&A expenses increased by $3.7 million due
to the net effect of acquisitions and divestitures, partially offset by cost
reductions in the ILS and Aluminum Products segments. Consolidated SG&A expenses
as a percentage of net sales were 9.8% for the first six months of 2003 as
compared to 9.0% for the first six months of 2002, primarily due to a $.8
million reduction of net pension credits reflecting less favorable returns on
pension plan assets.
Interest expense decreased $.1 million from $13.6 million in the first six
months of 2002 to $13.5 million in the same period of 2003, primarily due to
reduced borrowings in 2003. During the first six months of 2003, the Company
averaged outstanding borrowings of $324.2 million as compared to $333.8 million
for the corresponding period of the prior year. The $9.6 million decrease
related primarily to lower average working capital levels during the first six
months and cash from the sale of non-core manufacturing assets. The average
interest rate of 8.30% for the first half of 2003 was 13 basis points higher
than the average rate of 8.17% for the same period in 2002.
The effective income tax rate for the six-month period ended June 30, 2003
was 16%, compared to 39% for the corresponding period in 2002. Only foreign and
certain state income taxes were provided for in 2003 because federal income
taxes were not owed due to the recognition of net operating loss carryforwards
for which valuation allowances had been provided for prior to 2003. At December
31, 2002, the Company had net operating loss carryforwards of approximately
$25.6 million. Tax benefits related to these carryforwards were fully reserved
in 2002 because the Company was in a three-year cumulative loss position.
Second Quarter 2003 versus Second Quarter 2002
Net sales decreased by $6.7 million, or 4%, from $166.6 million in second
quarter 2002 to $159.9 million in the same quarter 2003. ILS net sales declined
7%, or $7.5 million, of which $2.1 million related to the sale
18
of Green Bearing and the remainder primarily to continued volume weakness in
customer industries. Aluminum Products net sales declined 20%, or $6.1 million,
due to a $4.2 million decrease relating to the ending of certain sales
contracts, and downturns in volumes on certain parts. Manufactured Products net
sales increased 21%, or $6.8 million, primarily due to increased sales in the
induction business.
Gross profit increased by $1.5 million, or 6%, to $25.8 million for second
quarter 2003 from $24.4 million for the same quarter 2002, and the Company's
gross margin increased to approximately 16.2% for second quarter 2003, from
14.6% for the same quarter 2002. ILS gross margin increased, primarily due to
savings from restructuring and other cost reductions, partially offset by the
absorption of fixed overhead over a smaller sales base. Aluminum Products gross
margin increased significantly, primarily as a result of restructuring and cost
reductions and higher margins on new contracts. Gross margin in the Manufactured
Products segment improved, primarily as a result of increased sales and overhead
efficiencies achieved in the induction business.
SG&A expenses increased by 6%, or $.9 million, to $15.6 million for second
quarter 2003 from $14.7 million for the same quarter 2002. SG&A expenses
increased by $2.1 million due to the net effect of acquisitions and
divestitures, partially offset by cost reductions in the ILS and Aluminum
Products segments. Consolidated SG&A expenses as a percentage of net sales were
9.8% for second quarter 2003 as compared to 8.8% for the first three months of
2002, primarily due to a $.4 million reduction of net pension credits reflecting
less favorable returns on pension plan assets.
Interest expense decreased $.3 million from $7.0 million in second quarter
2002 to $6.7 million in the same quarter 2003 primarily due to reduced
borrowings in 2003. During second quarter 2003, the Company averaged outstanding
borrowings of $319.7 million as compared to $329.7 million for the corresponding
period of the prior year. The $10.0 million decrease related primarily to lower
average working capital levels during the quarter and cash from the sale of
non-core manufacturing assets. The average interest rate of 8.38% for the
current quarter was 6 basis points lower than the average rate of 8.44% for
second quarter 2002.
The effective income tax rate for second quarter 2003 was 24%, compared to
40% for the corresponding period in 2002. Only foreign and certain state income
taxes were provided for in 2003 because federal income taxes were not owed due
to the recognition of net operating loss carryforwards for which valuation
allowances had been provided for prior to 2003. At December 31, 2002, the
company had net operating loss carryforwards of approximately $25.6 million. Tax
benefits related to these carryforwards were fully reserved in 2002, because the
Company was in a three-year cumulative loss position.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's liquidity needs are primarily for working capital and capital
expenditures. The Company's primary sources of liquidity have been funds
provided by operations and funds available from bank credit arrangements. At
June 30, 2003, the Company was party to a credit and security agreement with a
group of banks dated December 21, 2000 as amended ("Existing Credit Agreement"),
which was scheduled to expire on June 30, 2004. The Existing Credit Agreement
was terminated on July 30, 2003 and was refinanced with the New Credit Agreement
(as defined below), as discussed below. Under the Existing Credit Agreement, the
Company could borrow up to $160.0 million secured by substantially all the
assets of the Company. Amounts borrowed under the Existing Credit Agreement
could be borrowed at Park-Ohio's election at either (i) the bank's prime lending
rate plus 50--150 basis points or (ii) LIBOR plus 275--350 basis points. The
Company's ability to select LIBOR-based interest and the interest rate were
dependent on the Company's ratio of senior funded indebtedness to EBITDA, as
defined in the Existing Credit Agreement.
Under the Existing Credit Agreement, a detailed borrowing base formula
provided borrowing capacity to the Company based on percentages of eligible
accounts receivable, inventory and fixed assets. At June 30, 2003, the Company
had approximately $29.0 million of unused borrowing capacity available under the
Existing Credit Agreement.
On July 30, 2003, the Company entered into a new, four-year revolving
credit agreement ("New Credit Agreement"), with a group of banks under which it
may borrow up to $165.0 million secured by substantially all the assets of the
Company. The New Credit Agreement expires on July 30, 2007. Amounts borrowed
under
19
the New Credit Agreement may be borrowed at Park-Ohio's election at either (i)
LIBOR plus 175--250 basis points or (ii) the bank's prime lending rate. The
interest rate is dependent on the Company's Debt Service Coverage ratio, as
defined in the New Credit Agreement. Under the New Credit Agreement, a detailed
borrowing base formula provides borrowing capacity to the Company based on
percentages of eligible accounts receivable, inventory and fixed assets.
Current financial resources (working capital and available bank borrowing
arrangements) and anticipated funds from operations are expected to be adequate
to meet current cash requirements. The future availability of bank borrowings is
based on the Company's ability to meet various financial covenants, which could
be materially impacted if negative economic trends continue. Failure to meet
financial covenants could materially impact the availability and interest rate
of future borrowings. At June 30, 2003, the Company was in compliance with all
financial covenants under the Existing Credit Agreement, and would have been in
compliance with all financial covenants under the New Credit Agreement if it had
been in effect as of that date.
The ratio of current assets to current liabilities was 2.31 at June 30,
2003 versus 2.17 at December 31, 2002. Working capital increased by $10.6
million to $158.8 million at June 30, 2003 from $148.2 million at December 31,
2002.
During the first six months of 2003, the Company used $.7 million from
operating activities as compared to providing $13.5 million in the first six
months of 2002 due primarily to the change in working capital accounts. During
the first six months of 2003, the Company invested $5.8 million in capital
expenditures and received $7.3 million from the sale of Green Bearing and St.
Louis Screw and Bolt. These activities, less a net pay-down of borrowings of
$4.6 million, resulted in a decrease in cash of $3.9 million in the first six
months of 2003.
SEASONALITY; VARIABILITY OF OPERATING RESULTS
The Company's results of operations are typically stronger in the first six
months rather than the last six months of each calendar year due to scheduled
plant maintenance in the third quarter to coincide with customer plant shutdowns
and due to holidays in the fourth quarter.
The timing of orders placed by the Company's customers has varied with,
among other factors, orders for customers' finished goods, customer production
schedules, competitive conditions and general economic conditions. The
variability of the level and timing of orders has, from time to time, resulted
in significant periodic and quarterly fluctuations in the operations of the
Company's business units. Such variability is particularly evident at the
capital equipment businesses included in the Manufactured Products segment,
which typically ship a few large systems per year.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Certain statements in this Management's Discussion and
Analysis of Financial Condition and Results of Operations contain forward-
looking statements, including without limitation, credit availability, levels
and funding of capital expenditures and trends for the remainder of 2003.
Forward-looking statements are necessarily subject to risks, uncertainties and
other factors, many of which are outside our control, which could cause actual
results to differ materially from such statements. These uncertainties and other
factors include such things as: general business conditions, competitive
factors, including pricing pressures and product innovation; raw material
availability and pricing; changes in our relationships with customers and
suppliers; the ability of the Company to successfully integrate recent and
future acquisitions into its existing operations; changes in general domestic
economic conditions such as inflation rates, interest rates, foreign currency
exchange rates, tax rates and adverse impacts to us, our suppliers and customers
from acts of terrorism or hostilities; our ability to meet various covenants,
including financial covenants, contained in our credit agreement and the
indenture governing the Senior Subordinated Notes; increasingly stringent
domestic and foreign governmental regulations including those affecting the
environment; inherent uncertainties involved in assessing our potential
20
liability for environmental remediation-related activities; the outcome of
pending and future litigation and other claims; dependence on the automotive and
heavy truck industries; dependence on key management; and dependence on
information systems. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise. In light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a representation by
us that our plans and objectives will be achieved.
REVIEW BY INDEPENDENT ACCOUNTANTS
The consolidated financial statements at June 30, 2003, and for the
three-month and six-month periods ended June 30, 2003 and 2002, have been
reviewed, prior to filing, by Ernst & Young LLP, the Company's independent
accountants, and their report is included herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risk including changes in interest rates.
The Company is subject to interest rate risk on its floating rate revolving
credit facility, which consisted of borrowings of $109.5 million at June 30,
2003. A 100 basis point increase in the interest rate would have resulted in an
increase in interest expense of approximately $.5 million during the six months
ended June 30, 2003.
The Company's foreign subsidiaries generally conduct business in local
currencies. During the first half of 2003, the Company recorded a favorable
foreign currency translation adjustment of $2.8 million related to net assets
located outside the United States. This foreign currency translation adjustment
resulted primarily from the weakening of the United States dollar in relation to
the Canadian dollar and the euro. Our foreign operations are also subject to
other customary risks of operating in a global environment, such as unstable
political situations, the effect of local laws and taxes, tariff increases and
regulations and requirements for export licenses, the potential imposition of
trade or foreign exchange restrictions and transportation delays.
ITEM 4. CONTROLS AND PROCEDURES
The Company's chief executive officer and chief financial officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934) as of the end of the period covered by this quarterly
report, have concluded that, as of the end of such period, the Company's
disclosure controls and procedures were effective and designed to ensure that
material information relating to the Company and the Company's consolidated
subsidiaries would be made known to them by others within those entities.
There were no significant changes in the Company's internal control over
financial reporting or in other factors that occurred during the period covered
by this quarterly report that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
21
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on May 22, 2003. The
shareholders approved the election of three directors to serve until the annual
meeting of stockholders in the year 2006. The votes cast for each nominee were
as follows:
<Table>
<Caption>
FOR WITHHELD
---------- --------
Matthew V. Crawford......................................... 10,133,676 362,524
Lewis E. Hatch, Jr. ........................................ 10,113,545 382,646
Lawrence O. Selhorst........................................ 10,124,088 372,103
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
(4) Credit Agreement dated as of July 30, 2003 among Park-Ohio
Industries, Inc. as borrower and various financial institutions
(15) Letter re: unaudited financial information
(18) Letter re: change in accounting principles
(31.1) Principal Executive Officer's Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(31.2) Principal Financial Officer's Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(32) Certification requirement under Section 906 of the Sarbanes-Oxley
Act of 2002
(b) On May 8, 2003, the Company furnished a current Form 8-K Report
announcing its financial results for its first quarter ended March 31, 2003.
22
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PARK-OHIO HOLDINGS CORP.
------------------------------------
(REGISTRANT)
By /s/ RICHARD P. ELLIOTT
-----------------------------------
Name: Richard P. Elliott
Title: Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
Dated August 13, 2003
---------------------------------
23
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
FOR THE QUARTER ENDED JUNE 30, 2003
<Table>
<Caption>
EXHIBIT
- -------
(4) Credit Agreement dated as of July 30, 2003 among Park-Ohio
Industries Inc. as borrower and various financial
institutions
(15) Letter re: unaudited financial information
(18) Letter re: change in accounting principles
(31.1) Principal Executive Officer's Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2) Principal Financial Officer's Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(32) Certification requirement under Section 906 of the
Sarbanes-Oxley Act of 2002
</Table>
24