EX-99.1 2 l39072exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99.1
         
FOR IMMEDIATE RELEASE
  CONTACT:   EDWARD F. CRAWFORD
 
      PARK-OHIO HOLDINGS CORP.
 
      (440) 947-2000
ParkOhio Announces 2009 Results
     CLEVELAND, OHIO, March 8, 2010 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its fourth quarter and year ended December 31, 2009.
FOURTH QUARTER RESULTS
     Net sales were $187.8 million for fourth quarter 2009, a reduction of 25% from net sales of $249.6 million for fourth quarter 2008. ParkOhio reported net income of $.2 million, or $.02 per share, in the fourth quarter of 2009, compared to a net loss of $119.9 million, or ($10.96) per share dilutive, for fourth quarter 2008. Included in the 2009 results were impairment and restructuring charges totaling $7.0 million ($.36 per share dilutive) and a gain on the purchase of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due in 2014 of $1.2 million ($.06 per share). Included in the 2008 results were impairment and restructuring charges totaling $108.6 million ($8.49 per share dilutive), a deferred tax valuation reserve of $32.7 million ($2.99 per share dilutive) and a gain on the purchase of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due in 2014 of $6.2 million ($.36 per share). Net income, as adjusted (A), for the fourth quarter of 2009 and 2008 was $2.0 million ($.17 per share dilutive) and $1.7 million ($.16 per share dilutive), respectively.
FULL YEAR RESULTS
     Net sales were $701.0 million for 2009, a reduction of 34% from net sales of $1.069 billion for the same period of 2008. ParkOhio reported a net loss of $5.2 million, or ($.47) per share, for the year ended December 31, 2009, compared to a net loss of $119.8 million or ($10.88) per share, in 2008. Included in the 2009 results were impairment and restructuring charges totaling $7.0 million ($.41 per share dilutive), a gain on the purchase of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due in 2014 of $6.3 million ($.37 per share) and a charge to reserve for an account receivable from a customer in bankruptcy of $4.2 million ($.25 per share dilutive). Included in the 2008 results were impairment and restructuring charges totaling $126.6 million ($9.46 per share dilutive), a deferred tax valuation reserve of $32.7 million ($2.97 per share dilutive) and a gain on the purchase of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due in 2014 of $6.2 million or ($.36 per share). Net loss as adjusted (A) for 2009 was ($.7) million, ($.06) per share compared to net income as adjusted (A) for 2008 of $13.7 million, or $1.19 per share dilutive.
     The Company also announced today that it has amended its existing credit facilities. The amendment was effective March 8, 2010 and along with other changes, extends the term of the facility to June 30, 2013.
     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “The amendment and restatement of the credit facility will continue to provide the Company the flexibility to execute its strategy and take advantage of growth opportunities in its businesses. We would like to thank our lending institutions for their continued support and specifically, JPMorgan Chase Bank for its ongoing leadership.”

 


 

(A) Reconciliation to GAAP:
                                 
    Quarter ended     Year ended  
    December 31,     December 31,  
    2009     2008     2009     2008  
Net (loss) income, as reported
  $ .2       ($119.9 )     ($5.2 )     ($119.8 )
Income taxes, as reported
    (2.7 )     20.2       (.8 )     21.0  
 
                       
Income (loss) before income taxes, as reported
    ($2.5 )     ($99.7 )     ($6.0 )     ($98.8 )
Restructuring and impairment charges (1) (2)
    7.0       108.6       7.0       126.6  
Gains (3)
    (1.2 )     (6.2 )     (6.3 )     (6.2 )
Reserve for a customer in bankruptcy (4)
    0       0       4.2       0  
Income taxes, as adjusted
    (1.3 )     (1.0 )     .4       (7.9 )
 
                       
Net (loss) income, as adjusted
  $ 2.0     $ 1.7       ($.7 )   $ 13.7  
 
                       
 
(1)   During the fourth quarter of 2009, the Company recorded $7.0 million of asset impairment charges associated with general weakness in the economy including the railroad industry ($3.0 million in the Manufactured Products segment and $4.0 million in the Supply Technologies segment). The charges were composed of $1.8 million of inventory impairment included in Cost of Products Sold and $5.2 million for impairment of property and equipment. During the fourth quarter of 2008, ParkOhio recorded a non-cash goodwill impairment charge of $95.8 million and restructuring and asset impairment charges of $13.4 associated with the decision to exit its relationship with its largest customer along with the general economic downturn. The charges were composed of $5.0 million of inventory impairment included in Cost of Products Sold and $8.4 million for impairment of property and equipment and loss on disposal of a foreign subsidiary and severance costs. Impairment charges of $.6 million recorded in the Aluminum Products segment in the third quarter of 2008 were reversed in the fourth quarter of 2008.
 
(2)   During the third quarter of 2008, the Company recorded $18.1 million of restructuring and asset impairment charges associated with the weakness and volatility in the automotive markets, ($13.8 million in the Aluminum Products segment and $4.3 million in the Manufactured Products segment). Inventory impairment charges of $.6 million were included in Cost of Products Sold and $17.5 million were included in Restructuring and impairment charges.
 
(3)   In 2009, Park-Ohio Holdings Corp. recorded a gain of $6.3 million on the purchase of $15.15 million principal amount of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014, of which $1.2 million was recorded in the fourth quarter. In the fourth quarter of 2008, Park-Ohio Holdings Corp. recorded a gain of $6.2 million on the purchase of $11.0 million of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014. The notes were not contributed to Park-Ohio Industries, Inc. but were held by Park-Ohio Holdings Corp. at December 31, 2008 and subsequently sold to a foreign subsidiary of Park-Ohio Industries, Inc. in the fourth quarter of 2009.
 
(4)   In the first nine months of 2009, the Company recorded a charge of $4.2 million to fully reserve for an account receivable from a customer in bankruptcy.
 
(5)   The Company presents adjusted net income excluding impairment charges and gains to facilitate comparison between periods.
- more -

 


 

     A conference call reviewing ParkOhio’s fourth quarter results will be broadcast live over the Internet on Tuesday, March 9, commencing at 10:00 am Eastern Time. Simply log on to http://www.pkoh.com.
     ParkOhio is a leading provider of supply management services and a manufacturer of highly engineered products. Headquartered in Cleveland, Ohio, the Company operates 28 manufacturing sites and 40 supply chain logistics facilities.
     This news release contains forward-looking statements, including statements regarding future performance of the Company that are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.
     Among the key factors that could cause actual results to differ materially from expectations are: the cyclical nature of the vehicular industry; timing of cost reductions; labor availability and stability; changes in economic and industry conditions; adverse impacts to the Company, its suppliers and customers from acts of terrorism or hostilities; the financial condition of the Company’s customers and suppliers, including the impact of any bankruptcies; the Company’s ability to successfully integrate the operations of acquired companies; the uncertainties of environmental, litigation or corporate contingencies; and changes in regulatory requirements. These and other risks and assumptions are described in the Company’s reports that are available from the United States Securities and Exchange Commission. The Company assumes no obligation to update the information in this release.
#####

 


 

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

(In Thousands, Except per Share Data)
                                 
    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2009     2008     2009     2008  
Net sales
  $ 187,795     $ 249,579     $ 701,047     $ 1,068,757  
Cost of products sold
    159,798       221,936       597,200       919,297  
 
                       
Gross profit
    27,997       27,643       103,847       149,460  
Selling, general and administrative expenses
    21,249       22,790       87,786       105,546  
Goodwill impairment charge
    0       95,763       0       95,763  
Restructuring and impairment charges
    5,206       7,851       5,206       25,331  
Gain on purchase of 8.375% senior subordinated notes
    (1,189 )     (6,232 )     (6,297 )     (6,232 )
Interest expense
    5,193       7,198       23,189       27,869  
 
                       
Income (loss) before income taxes
    (2,462 )     (99,727 )     (6,037 )     (98,817 )
Income taxes
    (2,667 )     20,207       (828 )     20,986  
 
                       
Net (loss) income
  $ 205       ($119,934 )     ($5,209 )     ($119,803 )
 
                       
Amounts per common share:
                               
Basic
  $ 0.02       ($10.96 )     ($0.47 )     ($10.88 )
Diluted
  $ 0.02       ($10.96 )     ($0.47 )     ($10.88 )
Common shares used in the computation:
                               
Basic
    11,080       10,939       10,968       11,008  
Diluted
    11,583       10,939       10,968       11,008  
Other financial data:
                               
EBITDA, as defined
  $ 21,325     $ 15,455     $ 57,067     $ 73,659  
 
                       
Note A—EBITDA, as defined, reflects earnings before interest, income taxes, and excludes depreciation, amortization, certain non-cash charges and corporate-level expenses as defined in the Company’s Revolving Credit Agreement. EBITDA is not a measure of performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for net income, cash flows from operating, investing and financing activities and other income or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. The Company presents EBITDA because management believes that EBITDA is useful to investors as an indication of the Company’s satisfaction of its Debt Service Ratio covenant in its Revolving Credit Agreement and because EBITDA is a measure used under the Company’s revolving credit facility to determine whether the Company may incur additional debt under such facility. EBITDA as defined herein may not be comparable to other similarly titled measures of other companies. The following table reconciles net income to EBITDA, as defined:
                                 
    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2009     2008     2009     2008  
Net income (loss)
  $ 205       ($119,934 )     ($5,209 )     ($119,803 )
Add back:
                               
Income taxes (benefit)
    (2,667 )     20,207       (828 )     20,986  
Interest expense
    5,193       7,198       23,189       27,869  
Depreciation and amortization
    4,761       4,808       18,776       20,782  
Restructuring and impairment charges
    7,003       12,816       7,003       30,875  
Goodwill impairment charges
    0       95,763       0       95,763  
Gain on the purchase of 8.375% senior subordinated notes
    6,232       (6,232 )     6,232       (6,232 )
Reserve for customer in bankruptcy
    0       0       4,154       0  
Miscellaneous
    598       829       3,750       3,419  
 
                       
EBITDA, as defined
  $ 21,325     $ 15,455     $ 57,067     $ 73,659  
 
                       
Note B—In 2009, the Company recorded a gain of $6.3 million on the purchase of $15.15 million principal amount of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014 of which $1.2 million was recorded in the fourth quarter.
Note C—In the fourth quarter of 2009, the Company recorded $7.0 million of asset impairment charges associated with general weakness in the economy, including the railroad industry ($3.0 million in the Manufactured Products segment and $4.0 million in the Supply Technologies segment). Inventory impairment charges of $1.8 million were included in Cost of Products Sold and $5.2 million were included in Restructuring and impairment charges.
Note D—In the first nine months of 2009, the Company recorded a charge of $4.2 million to fully reserve for an account receivable from a customer in bankruptcy.
Note E—In the third quarter of 2008, the Company recorded $18.1 million of restructuring and asset impairment charges associated with the weakness and volatility in the automotive markets ($13.8 million in the Aluminum Products segment and $4.3 million in the Manufactured Products segment). Inventory impairment charges of $.6 million were included in Cost of Products Sold and $17.5 million were included in Restructuring and impairment charges.
Note F—In the fourth quarter of 2008, the Company recorded $13.4 million of restructuring and asset impairment charges at its Supply Technologies segment associated with the decision to exit its relationship with its largest customer along with the general economic downturn resulting in either the closure, downsizing or consolidation of its distribution network. The charges were composed of $5.0 million of inventory impairment included in Cost of Products Sold and $8.4 million for asset impairment, loss on disposal of a foreign subsidiary and severance costs. Impairment charges of $.6 million recorded in the Aluminum Products segment were reversed in the fourth quarter.
Note G—In the fourth quarter of 2008, the Company recorded non-cash goodwill impairment charges of $95.8 million.
Note H—In the fourth quarter of 2008, Park-Ohio Holdings Corp. recorded a gain of $6.2 million on the purchase of $11.0 million of Park-Ohio Industries,Inc. 8.375% senior subordinated notes due 2014. The notes were not contributed to Park-Ohio Industries, Inc. but were held by Park-Ohio Holdings Corp. at December 31,2008 and sold to a subsidiary of Park-Ohio Industries, Inc. in the fourth quarter of 2009.
Note I—In the fourth quarter of 2008, the Company recorded a valuation allowance of $32.7 million for its net deferred tax asset.

 


 

CONSOLIDATED CONDENSED BALANCE SHEETS
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
                 
    December 31,     December 31,  
    2009     2008  
    (Unaudited)     (Audited)  
    (In Thousands)  
ASSETS
               
Current Assets
               
Cash and cash equivalents
  $ 23,098     $ 17,825  
Accounts receivable, net
    104,643       165,779  
Inventories
    182,116       228,817  
Deferred tax assets
    8,104       9,446  
Unbilled contract revenue
    19,411       25,602  
Other current assets
    12,700       12,818  
 
           
Total Current Assets
    350,072       460,287  
Property, Plant and Equipment
    245,240       248,474  
Less accumulated depreciation
    168,609       157,832  
 
           
Total Property Plant and Equipment
    76,631       90,642  
Other Assets
               
Goodwill
    4,155       4,109  
Other
    71,410       64,182  
 
           
Total Other Assets
    75,565       68,291  
 
           
Total Assets
  $ 502,268     $ 619,220  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities
               
Trade accounts payable
  $ 75,083     $ 121,995  
Accrued expenses
    39,150       74,351  
Current portion of long-term debt
    4,294       8,778  
Current portion of other postretirement benefits
    2,197       2,290  
 
           
Total Current Liabilities
    120,724       207,414  
Long-Term Liabilities, less current portion
           
8.375% Senior Subordinated Notes due 2014
    183,835       198,985  
Revolving credit maturing on December 31, 2010
    141,200       164,600  
Other long-term debt
    4,668       2,283  
Deferred tax liability
    7,200       9,090  
Other postretirement benefits and other long-term liabilities
    21,831       24,093  
 
           
Total Long-Term Liabilities
    358,734       399,051  
Shareholders’ Equity
    22,810       12,755  
 
           
Total Liabilities and Shareholders’ Equity
  $ 502,268     $ 619,220  
 
           

 


 

BUSINESS SEGMENT INFORMATION (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

(In Thousands)
                                 
    Three Months Ended December 31     Year Ended December 31  
    2009     2008     2009     2008  
NET SALES
                               
 
                               
Supply Technologies
  $ 85,926     $ 121,818     $ 328,805     $ 521,270  
Aluminum Products
    35,732       35,965       111,388       156,269  
Manufactured Products
    66,137       91,796       260,854       391,218  
 
                       
 
  $ 187,795     $ 249,579     $ 701,047     $ 1,068,757  
 
                       
 
                               
INCOME BEFORE INCOME TAXES
                               
 
                               
Supply Technologies
  $ 816       ($91,435 )   $ 6,325       ($74,884 )
Aluminum Products
    1,638       (17,368 )     (5,155 )     (36,042 )
Manufactured Products
    2,974       12,831       23,472       50,534  
 
                       
 
    5,428       (95,972 )     24,642       (60,392 )
Corporate and Other Costs
    (2,697 )     3,442       (7,490 )     (10,556 )
Interest Expense
    (5,193 )     (7,197 )     (23,189 )     (27,869 )
 
                       
 
    ($2,462 )     ($99,727 )     ($6,037 )     ($98,817 )
 
                       
 
                               
INCOME BEFORE INCOME TAXES, EXCLUDING CHARGES AND GAINS        
 
                               
Supply Technologies
  $ 4,819     $ 1,242     $ 10,328     $ 17,793  
Aluminum Products
    1,638       (1,467 )     (1,001 )     (6,373 )
Manufactured Products
    5,974       12,831       26,472       54,825  
 
                       
 
    12,431       12,606       35,799       66,245  
Corporate and Other Costs
    (3,887 )     (2,790 )     (13,787 )     (16,788 )
Interest Expense
    (5,193 )     (7,197 )     (23,189 )     (27,869 )
 
                       
 
  $ 3,351     $ 2,619       ($1,177 )   $ 21,588  
 
                       
Note A—In 2009, the Company recorded a gain of $6.3 million on the purchase of $15.15 million principal amount of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014 of which $1.2 million was recorded in the fourth quarter.
Note B—In the fourth quarter of 2009, the Company recorded $7.0 million of asset impairment charges associated with general weakness in the economy including the railroad industry ($3.0 million in the Manufactured Products segment and $4.0 million in the Supply Technologies segment). Inventory impairment charges of $1.8 million were included in Cost of Products Sold and $5.2 million were included in Restructuring and impairment charges.
Note C—In the first nine months of 2009, the Company recorded a charge of $4.2 million to fully reserve for an account receivable from a customer in bankruptcy.
Note D—During the fourth quarter of 2008, the Company recorded non-cash goodwill impairment charges of $95,763. Below is a summary of these charges by segment.
         
Supply Technologies
  $ 79,248  
Aluminum Products
    16,515  
 
     
 
  $ 95,763  
 
     
Note E—In the fourth quarter of 2008, the Company recorded in the Supply Technologies segment $13,430 of restructuring and asset impairment charges associated with the decision to exit its relationship with its largest customer along with the general economic downturn resulting in either the closure, downsizing or consolidation of eight facilities in its distribution network. Impairment charges of $614 recorded in the Aluminum Products segment in the third quarter were reversed in the fourth quarter.
Note F—In the fourth quarter of 2008, the Company recorded a gain of $6,232 on the purchase of $11,015 of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014. The gain is reflected in Corporate and other costs.
Note G—In the third quarter of 2008, the Company recorded $18,059 of restructuring and asset impairment charges associated with the weakness and volatility in the automotive markets ($13,768 in the Aluminum Products segment and $4,291 in the Manufactured Products segment). Inventory impairment charges of $579 were included in Cost of Products Sold and $17,480 were included in Restructuring and impairment charges.