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EXHIBIT 99
Unaudited Pro Forma Condensed Financial Statements
The following unaudited pro forma condensed balance sheet as of June 30,
1996 and the pro forma condensed combined statements of income for the six
month period ended June 30, 1996 and for the year ended December 31, 1995, give
effect to the Park-Ohio Industries, Inc. ("Park-Ohio") sale of substantially
all of the assets of Bennett Industries, Inc. for approximately $50,000,000.
The pro forma information is based on the historical consolidated financial
statements of Park-Ohio under the assumptions and adjustments set forth in the
accompanying notes to the pro forma condensed financial statements.
The pro forma information is presented for illustrative purposes only and
may not be indicative of the results that actually would have occurred if the
Park-Ohio sale of substantially all of the assets of Bennett Industries, Inc.
occured during the periods presented. The pro forma condensed financial
statements should be read in conjunction with the historical consolidated
financial statements and notes thereto of Park-Ohio.
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PARK-OHIO INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 1996
Pro Forma
ASSETS Historical Adjustments Pro Forma
---------- ----------- ---------
Current Assets
Cash and cash equivalents $ 1,512 $ 1,512
Accounts receivable 65,472 1,500 (A) 66,972
Inventories 76,801 76,801
Deferred taxes 8,000 8,000
Other current assets 3,749 3,749
-------- --------- --------
Total Current Assets 155,534 1,500 157,034
Property, Plant and Equipment 100,499 100,499
Less accumulated depreciation 52,963 52,963
-------- --------
47,536 47,536
Excess Purchase Price Over Net Assets Acquired, net 41,208 41,208
Net Assets Of Discontinued Operations 32,905 (32,905)(A) 0
Deferred Taxes 11,400 (5,795)(A) 5,605
Other Assets 18,195 18,195
-------- --------- --------
$306,778 $ (37,200) $269,578
======== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 21,966 $ 21,966
Accrued expenses 16,620 2,575 (A) 19,195
Current portion of long-term liabilities 6,967 6,967
-------- --------- --------
Total Current Liabilities 45,553 2,575 48,128
Long-Term Liabilities, less current portion
Long-term debt 99,045 (48,503)(A) 50,542
Other postretirement benefits 29,156 29,156
Other 6,823 6,823
-------- --------- --------
135,024 (48,503) 86,521
Convertible Senior Subordinated Debentures 22,235 22,235
Shareholders' Equity
Common Stock 10,408 10,408
Additional paid-in capital 49,233 49,233
Retained earnings 44,325 8,728 (A) 53,053
-------- --------- --------
103,966 8,728 112,694
-------- --------- --------
$306,778 $ (37,200) $269,578
======== ========= ========
See notes to unaudited pro forma condensed financial statements.
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PARK-OHIO INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED INCOME STATEMENT
Six Months Ended June 30, 1996
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
Net sales $181,547 $181,547
Cost of products sold 150,587 150,587
-------- --------
Gross profit 30,960 30,960
Selling, general and administrative expenses 18,832 18,832
Interest expense 3,851 $(1,092) (B) 2,759
-------- ------- --------
Income from continuing operations before income taxes 8,277 1,092 9,369
Income taxes 3,145 415 (B) 3,560
-------- ------- --------
Income from continuing operations $ 5,132 $ 677 $5,809
======== ======= ========
Per common share $ .46 $ .53
======== ========
Common shares used in the computation 11,002 11,002
======== ========
See notes to unaudited pro forma condensed financial statements.
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PARK-OHIO INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED INCOME STATEMENT
Year Ended December 31, 1995
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
Net sales $289,501 $289,501
Cost of products sold 244,306 244,306
-------- --------
Gross profit 45,195 45,195
Selling, general and administrative expenses 26,371 26,371
Interest expense 5,911 (2,083) (B) 3,828
-------- ------- --------
Income from continuing operations
before income taxes 12,913 2,083 14,996
Income taxes (6,900) 6,300 (C) (600)
-------- ------- --------
Income from continuing operations $ 19,813 $(4,217) $ 15,596
======== ======= ========
Per common share $ 1.93 $ 1.52
======== ========
Common shares used in the computation 10,257 10,257
======== ========
See notes to unaudited pro forma condensed financial statements.
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PARK-OHIO INDUSTRIES, INC.
Notes to Unaudited Pro Forma Condensed Financial Statements
A) Sale of substantially all of the net assets of Bennett Industries,
Inc. for $50,003,000 of which $1,500,000 was placed in escrow and
$48,503,000 was used to reduce bank debt. Accrued expenses were
adjusted by $2,575,000 for the liabilities not assumed by the buyer
and the costs of completing the transaction. A gain of $8,728,000
resulted after providing a tax provision of $5,795,000.
B) Reduction in interest expense from continuing operations resulting from
revised debt structure and the related income tax effect.
C) The pre-tax gain on the sale of Bennett of $14,500,000 and the
reduction in interest expense of $2,083,000 would have utilized
$6,300,000 of net operating loss carryforwards, resulting in a
reduction in the impact on net income from continuing operations as a
result of reversing valuation allowances in the fourth quarter of
1995. (See Note E of the Consolidated Financial Statements for the
year ended December 31, 1995.)
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