pkoh-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 000-03134

Park-Ohio Holdings Corp.

(Exact name of registrant as specified in its charter)

Ohio

34-1867219

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6065 Parkland Boulevard,

Cleveland,

Ohio

44124

(Address of principal executive offices)

(Zip Code)

(440) 947-2000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share	PKOH	The NASDAQ Stock Market LLC

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountings standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

Number of shares outstanding of registrant’s Common Stock, par value $1.00 per share, as of April 30, 2025: 14,229,522 shares.

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Park-Ohio Holdings Corp. and Subsidiaries

Index


		Page
	Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements	4





	Notes to Condensed Consolidated Financial Statements (Unaudited) — March 31, 2025	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	25
Item 4.	Controls and Procedures	25

	Part II. Other Information

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

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Part I. Financial Information

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Item 1.			Condensed Consolidated Financial Statements

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Park-Ohio Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets


	(Unaudited)
	March 31, 2025		December 31, 2024
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	54.5	$	53.1

Accounts receivable, net	277.2		249.5
Inventories, net	419.8		422.9


Other current assets	118.5		110.5

Total current assets	870.0		836.0
Property, plant and equipment, net	186.7		182.9
Operating lease right-of-use assets	45.8		40.3
Goodwill	113.3		111.7
Intangible assets, net	71.7		71.9

Other long-term assets	124.3		122.3
Total assets	$	1,411.8	$	1,365.1
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	199.1	$	194.8
Current portion of long-term debt and short-term debt	7.5		8.4
Current portion of operating lease liabilities	11.5		10.7
Accrued expenses and other	142.7		147.2

Total current liabilities	360.8		361.1
Long-term liabilities, less current portion:
Long-term debt	642.1		618.3
Long-term operating lease liabilities	34.6		29.8

Other long-term liabilities	19.5		18.8
Total long-term liabilities	696.2		666.9








Park-Ohio Holdings Corp. and Subsidiaries shareholders' equity	349.2		330.8
Noncontrolling interests	5.6		6.3
Total equity	354.8		337.1
Total liabilities and shareholders' equity	$	1,411.8	$	1,365.1

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

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Park-Ohio Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)


	Three Months Ended March 31,
		2025		2024
		(In millions, except per share data)
Net sales		$	405.4	$	417.6
Cost of sales		337.3		346.2

Selling, general and administrative expenses		48.2		47.1
Restructuring and other special charges		1.0		0.3


Operating income		18.9		24.0
Other components of pension and other postretirement benefits income, net		1.8		1.3
Interest expense, net		(11.0)		(11.9)

Income from continuing operations before income taxes		9.7		13.4
Income tax expense		(1.9)		(3.3)
Income from continuing operations		7.8		10.1
Loss attributable to noncontrolling interests		0.7		0.5
Income from continuing operations attributable to Park-Ohio Holdings Corp. common shareholders		8.5		10.6
Loss from discontinued operations, net of tax		(0.2)		(1.0)
Net income attributable to Park-Ohio Holdings Corp. common shareholders		$	8.3	$	9.6

Earnings (loss) per common share attributable to Park-Ohio Holdings Corp. common shareholders:
Basic:
Continuing operations		$	0.63	$	0.85
Discontinued operations		(0.01)		(0.08)
Total		$	0.62	$	0.77
Diluted:
Continuing operations		$	0.61	$	0.83
Discontinued operations		(0.01)		(0.08)
Total		$	0.60	$	0.75

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

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Park-Ohio Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended March 31,
		2025		2024
		(In millions)
Net income attributable to Park-Ohio Holdings Corp. common shareholders before noncontrolling interest		$	7.6	$	9.1
Other comprehensive income (loss), net of tax:
Currency translation		10.2		(1.8)


Pension and other postretirement benefits		0.2		0.5
Total other comprehensive income (loss)		10.4		(1.3)
Total comprehensive income, net of tax		18.0		7.8
Comprehensive loss attributable to noncontrolling interests		0.7		0.5
Comprehensive income attributable to Park-Ohio Holdings Corp. common shareholders		$	18.7	$	8.3

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

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Park-Ohio Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Shareholders' Equity (Unaudited)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	(In whole shares)	(In millions)
Balance at January 1, 2025	18,292,490	$	18.3	$	190.6	$	265.2	$	(91.5)	$	(51.8)	$	6.3	$	337.1
Other comprehensive income (loss)	—	—		—		8.3		—		10.4		(0.7)		18.0
Stock-based compensation expense	—	—		1.5		—		—		—		—		1.5
Stock-based compensation activity	(1,390)	—		—		—		—		—		—		—
Dividends	—	—		—		(1.8)		—		—		—		(1.8)



Balance at March 31, 2025	18,291,100	$	18.3	$	192.1	$	271.7	$	(91.5)	$	(41.4)	$	5.6	$	354.8


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	(In whole shares)	(In millions)
Balance at January 1, 2024	17,029,938	$	17.0	$	155.9	$	240.1	$	(88.9)	$	(43.7)	$	9.5	$	289.9
Other comprehensive income (loss)	—	—		—		9.6		—		(1.3)		(0.5)		7.8
Stock-based compensation expense	—	—		1.5		—		—		—		—		1.5
Stock-based compensation activity	3,065	—		—		—		—		—		—		—
Dividends	—	—		—		(1.6)		—		—		—		(1.6)

Payments of withholding taxes on share awards	—	—		—		—		(0.1)		—		—		(0.1)

Balance at March 31, 2024	17,033,003	$	17.0	$	157.4	$	248.1	$	(89.0)	$	(45.0)	$	9.0	$	297.5


	Three Months Ended March 31,
		2025		2024
Dividends per common share		$	0.125	$	0.125

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

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Park-Ohio Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
	2025		2024
	(In millions)
OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
Income from continuing operations	$	7.8	$	10.1
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities from continuing operations:
Depreciation and amortization	8.3		8.4

Stock-based compensation expense	1.5		1.5






Changes in operating assets and liabilities:
Accounts receivable	(25.0)		(16.1)
Inventories	5.0		(13.9)
Prepaid and other current assets	(7.8)		(5.8)
Accounts payable and accrued expenses	(1.9)		20.9


Other	2.1		(2.8)
Net cash (used in) provided by operating activities from continuing operations	(10.0)		2.3
INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
Purchases of property, plant and equipment	(9.5)		(5.8)


Business acquisitions, net of cash acquired	—		(11.0)
Net cash used in investing activities from continuing operations	(9.5)		(16.8)
FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
Proceeds from revolving credit facility, net	24.2		24.0

Payments on other debt	(1.3)		(2.8)
Proceeds from other debt	0.5		7.1
Payments on finance lease facilities, net	(1.3)		(0.8)






Dividends	(1.8)		(1.6)

Payments of withholding taxes on share awards	—		(0.1)


Net cash provided by financing activities from continuing operations	20.3		25.8
DISCONTINUED OPERATIONS:
Total used by operating activities	(0.2)		(3.6)


Decrease in cash and cash equivalents from discontinued operations	(0.2)		(3.6)
Effect of exchange rate changes on cash	0.8		(0.9)
Increase in cash and cash equivalents	1.4		6.8
Cash and cash equivalents at beginning of period	53.1		54.8
Cash and cash equivalents at end of period	$	54.5	$	61.6
Interest paid	$	4.6	$	5.5
Income taxes paid	$	5.3	$	2.0

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

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Park-Ohio Holdings Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025

NOTE 1 — Basis of Presentation

The condensed consolidated financial statements include the accounts of Park-Ohio Holdings Corp. and its subsidiaries (collectively, “we,” “our” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed 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 generally accepted accounting principles in the United States (“U.S. GAAP”) 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 period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 — New Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires additional annual disclosures for income taxes. This guidance will not affect the recognition, measurement or financial statement presentation. The amendments are effective for fiscal years beginning after December 15, 2024. We are in the process of evaluating the impact of adopting this guidance on our consolidated financial statement disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance requires tabular footnote disclosure of certain operating expenses disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement’s expense caption, as applicable. The effective date of this guidance is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are in the process of evaluating the impact of adopting this guidance on our consolidated financial statement disclosures.

No other recently-issued accounting standard updates are expected to have a material impact on our results of operations, financial condition or liquidity.

NOTE 3 — Revenue

We disaggregate our revenue by product line and geographic region of our customers as we believe these metrics best depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. See details in the tables below.

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Park-Ohio Holdings Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025


	Three Months Ended March 31,
		2025		2024
		(In millions)
PRODUCT LINE
Supply technologies		$	161.1	$	167.6
Engineered specialty fasteners and other products		26.7		29.3
Supply Technologies Segment		187.8		196.9

Fuel, rubber and plastic products		96.9		107.2

Assembly Components Segment		96.9		107.2

Industrial equipment		90.0		79.4
Forged and machined products		30.7		34.1
Engineered Products Segment		120.7		113.5

Total revenues		$	405.4	$	417.6


	Supply Technologies Segment		Assembly Components Segment		Engineered Products Segment		Total Revenues
	(In millions)
Three Months Ended March 31, 2025
GEOGRAPHIC REGION
United States	$	108.6	$	60.1	$	67.2	$	235.9
Europe	40.4		4.4		14.9		59.7
Asia	17.7		8.4		20.2		46.3
Mexico	17.5		15.1		5.5		38.1
Canada	3.1		7.8		9.2		20.1
Other	0.5		1.1		3.7		5.3
Total	$	187.8	$	96.9	$	120.7	$	405.4

Three Months Ended March 31, 2024
GEOGRAPHIC REGION
United States	$	113.5	$	71.5	$	63.7	$	248.7
Europe	39.0		4.5		18.9		62.4
Asia	20.7		8.5		14.9		44.1
Mexico	19.4		13.7		3.7		36.8
Canada	3.8		7.9		7.8		19.5
Other	0.5		1.1		4.5		6.1
Total	$	196.9	$	107.2	$	113.5	$	417.6

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 $51.2 million and $45.3

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Park-Ohio Holdings Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025

million at March 31, 2025 and December 31, 2024, respectively, are recorded in Other current assets in the Condensed Consolidated Balance Sheets.

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 $44.5 million and $53.1 million at March 31, 2025 and December 31, 2024, respectively, are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

NOTE 4 — Segments

The Company operates three reportable segments: Supply Technologies, Assembly Components and Engineered Products. The chief operating decision maker is the Company's Chief Executive Officer. For purposes of measuring business segment performance, the chief operating decision maker utilizes segment operating income, which is defined as revenues less expenses identifiable to the product lines within each segment. The Company does not allocate items that are non-operating; unusual in nature; or corporate costs, which include but are not limited to executive compensation and corporate office costs. Segment operating income reconciles to consolidated income before income taxes by adjusting for corporate costs; other components of pension and other postretirement benefits income, net; and interest expense, net.

Results by business segment were as follows:


	Supply Technologies		Assembly Components		Engineered Products		Corporate		Total
	(In millions)
	Three Months Ended March 31, 2025
Net sales	$	187.8	$	96.9	$	120.7	$	—	$	405.4
Cost of sales	153.2		85.7		98.4		—		337.3
Gross profit	34.6		11.2		22.3		—		68.1
Selling, general and administrative expenses	16.8		5.7		17.7		8.0		48.2
Restructuring and other special charges	—		0.2		0.8		—		1.0
Operating income (loss)	17.8		5.3		3.8		(8.0)		18.9
Other components of pension and other postretirement benefits income, net									1.8

Interest expense, net									(11.0)
Income from continuing operations before income taxes									$	9.7

	Three Months Ended March 31, 2024
Net sales	$	196.9	$	107.2	$	113.5	$	—	$	417.6
Cost of sales	161.1		93.5		91.6		—		346.2
Gross profit	35.8		13.7		21.9		—		71.4
Selling, general and administrative expenses	16.3		5.1		18.1		7.6		47.1
Restructuring and other special charges	—		—		0.3		—		0.3
Operating income (loss)	19.5		8.6		3.5		(7.6)		24.0
Other components of pension and other postretirement benefits income, net									1.3

Interest expense, net									(11.9)
Income from continuing operations before income taxes									$	13.4

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Park-Ohio Holdings Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025


	Three Months Ended March 31,
	2025		2024

Capital expenditures:
Supply Technologies	$	4.7	$	1.3
Assembly Components	1.4		1.8
Engineered Products	3.1		2.0
Corporate	0.3		0.7
	$	9.5	$	5.8
Depreciation and amortization expense:
Supply Technologies	$	1.6	$	1.7
Assembly Components	3.4		3.4
Engineered Products	3.1		3.2
Corporate	0.2		0.1
	$	8.3	$	8.4

	March 31, 2025		December 31, 2024
Identifiable assets:
Supply Technologies	$	489.7	$	465.6
Assembly Components	300.9		284.3
Engineered Products	467.6		468.8
Corporate	153.6		146.4
	$	1,411.8	$	1,365.1

NOTE 5 — Inventories

Inventories, net consist of the following:


	March 31, 2025		December 31, 2024
	(In millions)
Raw materials and supplies	$	106.2	$	108.8
Work-in-process	45.6		53.5
Finished goods	268.0		260.6

Inventories, net	$	419.8	$	422.9

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Park-Ohio Holdings Corp. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2025

NOTE 6 — Accrued Warranty Costs

The Company estimates warranty claims that may be incurred based on current and historical data of products sold. Actual warranty expense could differ from the estimates made by the Company based on product performance. The following table presents changes in the Company’s product warranty liability for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
		2025		2024
		(In millions)
Beginning balance		$	5.3	$	5.5
Claims paid		(0.5)		(0.4)
Warranty expense		1.1		0.6
Acquisition		—		0.6
Foreign currency translation		0.2		(0.1)
Ending balance		$	6.1	$	6.2

NOTE 7 — Income Taxes

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

In the three months ended March 31, 2025, income tax expense was $1.9 million on pre-tax income from continuing operations of $9.7 million, representing an effective income tax rate of 20%. In the three months ended March 31, 2024, income tax expense was $3.3 million on pre-tax income of $13.4 million, representing an effective income tax rate of 25%. The three month ended March 31, 2025 tax rate is lower than the statutory rate primarily due to the federal research and development tax credit benefit partially offset by foreign earnings taxed at higher than U.S. rates. The three month ended March 31, 2024 tax rate is higher than the statutory rate primarily due foreign earnings taxed at higher than U.S. rates.

NOTE 8 — Financing Arrangements

Debt consists of the following:


				Carrying Value at
	Maturity Date	Interest Rate at March 31, 2025		March 31, 2025		December 31, 2024
				(In millions)
Senior Notes	April 15, 2027	6.625	%	$	350.0	$	350.0

Revolving credit facility	January 14, 2027	5.9	%	272.8		248.6


Finance Leases	Various	Various		15.7		17.0
Other	Various	Various		12.9		13.1
Total debt				651.4		628.7
Less: Current portion of long-term debt and short-term debt				(7.5)		(8.4)

Less: Unamortized debt issuance costs				(1.8)		(2.0)
Total long-term debt				$