PARK OHIO INDUSTRIES INC/OH - FORM 10-Q/A

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EX-32 - EX-32 - PARK OHIO INDUSTRIES INC/OH	d333131dex32.htm
EX-31.2 - EX-31.2 - PARK OHIO INDUSTRIES INC/OH	d333131dex312.htm
EX-31.1 - EX-31.1 - PARK OHIO INDUSTRIES INC/OH	d333131dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended March 31, 2011

¨	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 333-43005-01

Park-Ohio Industries, Inc.

(Exact name of registrant as specified in its charter)


Ohio		34-6520107
(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)

Pursuant to a corporate reorganization effective June 15, 1998,

Park-Ohio Industries, Inc. became a wholly-owned subsidiary of Park-Ohio Holdings Corp.

The registrant meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form in reduced disclosure format.

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 x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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

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

All of the outstanding capital stock of the registrant is held by Park-Ohio Holdings Corp. As of April 30, 2011, 100 shares of the registrant’s common stock, $1 par value, were outstanding.

The Exhibit Index is located on page 25.

This Amendment No. 1 (this “Form 10-Q/A”) amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 of Park-Ohio Industries, Inc. (the “Company”). The Unaudited Condensed Consolidated Financial Statements of the Company previously reported on Form 10-Q for the quarter ended March 31, 2011 have been amended and restated in order to reflect certain adjustments to the Company’s Unaudited Condensed Consolidated Financial Statements as of March 31, 2011, December 31, 2010 and March 31, 2010, relating to the impact of the allocation of the share-based compensation expense to the Company from its parent company, Park-Ohio Holdings Corp. The impact of the restatement is more fully described in Note A1 to the Unaudited Condensed Consolidated Financial Statements contained in this Form 10-Q/A. Please refer to Note A1 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on March 30, 2012 for additional discussion on the nature of the restatement adjustments. The restatements to the affected financial statements were non-cash in nature. All referenced amounts in this Form 10-Q/A for prior periods and prior-period comparisons reflect the balances and amounts on a restated basis, as applicable.

This Form 10-Q/A amends and restates in their entireties Items 1, 2 and 4 of Part I and Item 6 of Part II of the Company’s original Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2011, and no other information in that report is amended hereby. This Form 10-Q/A continues to speak as of the date of the filing of that original Quarterly Report on Form 10-Q, and the Company has not updated the disclosures contained herein to reflect any events that occurred at a later date.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

INDEX


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		4
	Condensed consolidated balance sheets — March 31, 2011 and December 31, 2010		4
	Condensed consolidated statements of income — Three months ended March 31, 2011 and 2010		5
	Condensed consolidated statement of shareholder’s equity — Three months ended March 31, 2011		6
	Condensed consolidated statements of cash flows — Three months ended March 31, 2011 and 2010		7
	Notes to unaudited condensed consolidated financial statements —March 31, 2011		8
	Report of independent registered public accounting firm		18
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 4.	Controls and Procedures		22
PART II. OTHER INFORMATION
Item 6.	Exhibits		23
SIGNATURES			24
EXHIBIT INDEX			25

PART I. Financial Information

ITEM 1. Financial Statements

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	March 31, 2011 Restated			December 31, 2010 Restated
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	26,021		$	35,075
Accounts receivable, less allowances for doubtful accounts of $5,473 at March 31, 2011 and $6,011 at December 31, 2010		146,470			126,409
Inventories		200,707			192,542
Deferred tax assets		10,496			10,496
Unbilled contract revenue		13,774			12,751
Other current assets		10,643			12,797

Total Current Assets		408,111			390,070
Property, Plant and Equipment		259,796			256,053
Less accumulated depreciation		189,652			184,284

		70,144			71,769
Other Assets
Goodwill		9,671			9,100
Other		85,227			84,340

	$	573,153		$	555,279

LIABILITIES AND SHAREHOLDER’S EQUITY

Current Liabilities
Trade accounts payable	$	115,564		$	95,690
Payable to affiliates		7,255			11,879
Accrued expenses		65,913			59,200
Current portion of long-term debt		7,792			13,756
Current portion of other postretirement benefits		2,178			2,178

Total Current Liabilities		198,702			182,703
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		183,835			183,835
Revolving credit facility		103,800			113,300
Other long-term debt		5,058			5,322
Deferred tax liability		9,721			9,721
Other postretirement benefits and other long-term liabilities		23,372			22,863

		325,786			335,041
Shareholder’s Equity
Common Stock, par value $1 per share		-0-			-0-
Additional paid-in capital		58,209			58,531
Retained deficit		(14,679	)		(23,404	)
Accumulated other comprehensive income		5,135			2,408

		48,665			37,535

	$	573,153		$	555,279

Note:

The balance sheet at December 31, 2010 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.

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended March 31,
	2011		2010
	Restated		Restated
	(Amounts in thousands)
Net sales	$	241,628	$	191,701
Cost of products sold		199,693		162,363

Gross profit		41,935		29,338
Selling, general and administrative expenses		25,650		20,918

Operating income		16,285		8,420
Interest expense		5,882		5,455

Income before income taxes		10,403		2,965
Income taxes		1,678		868

Net income	$	8,725	$	2,097

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY (UNAUDITED)


	Common Stock		Additional Paid-In Capital			Retained Deficit			Accumulated Other Comprehensive Income		Total
	(Dollars in thousands)
Balance at January 1, 2011, as restated	$	-0-	$	58,531		$	(23,404	)	$	2,408	$	37,535
Comprehensive income:
Net income							8,725					8,725
Foreign currency translation adjustment										2,621		2,621
Pension and post retirement benefit adjustments, net of tax										106		106

Comprehensive income												11,452
Share-based compensation				428								428
Distribution of capital to shareholder				(750	)							(750	)

Balance at March 31, 2011, as restated	$	-0-	$	58,209		$	(14,679	)	$	5,135	$	48,665

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,
	2011			2010
	Restated			Restated
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income	$	8,725		$	2,097
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,957			4,168
Share-based compensation		428			462
Changes in operating assets and liabilities:
Accounts receivable		(20,061	)		(15,405	)
Inventories and other current assets		(11,657	)		18,196
Accounts payable and accrued expenses		26,612			17,628
Other		935			(4,922	)

Net Cash Provided by Operating Activities		8,939			22,224
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net		(1,515	)		(1,580	)

Net Cash Used by Investing Activities		(1,515	)		(1,580	)
FINANCING ACTIVITIES
Payments on debt, net		(15,728	)		(4,450	)
Distribution of capital to shareholder		(750	)		(750	)
Capital contribution from parent		-0-			(6,762	)
Debt issue costs		-0-			(3,806	)

Net Cash Used by Financing Activities		(16,478	)		(15,768	)

(Decrease) Increase in Cash and Cash Equivalents		(9,054	)		4,876
Cash and Cash Equivalents at Beginning of Period		35,075			21,976

Cash and Cash Equivalents at End of Period	$	26,021		$	26,852

Taxes paid	$	463		$	573
Interest paid	$	1,389		$	1,167

See accompanying notes to these condensed consolidated financial statements. The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(Dollar amounts in thousands)

NOTE A — Basis of Presentation

The consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp.

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 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 period ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. 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, 2010.

Note A1 – Restatement of Prior Financial Statements

Park-Ohio Holdings Corp. (“Holdings”), the parent of the Company, grants share-based compensation awards to the Company’s employees. In accordance with ASC 718, “Compensation” – Stock Compensation (“ASC 718”), such costs should have been allocated to the Company. As a result, the Company is restating its previously issued unaudited condensed consolidated financial statements for the three-month periods ended March 31, 2011 and 2010 to properly allocate share-based compensation expense to the Company. Holdings had previously recognized compensation expense for all share-based payments to employees based on their fair values. These costs were not previously allocated to the Company, which resulted in overstatement of net income and understatement of retained deficit and additional paid-in-capital.

To correct the overstatement of net income, the Company recorded additional selling, general and administrative expenses of $428 and $462 for the three months ended March 31, 2011 and 2010, respectively. The Company has also increased additional paid-in-capital and retained deficit as of January 1, 2010, representing the cumulative effect of the error for all periods prior to January 1, 2011. The correction of the error had no impact on cash flows, current assets, total assets or total shareholder’s equity. Accordingly, the restatement corrects the following line items in the Company’s 2011 and 2010 condensed consolidated financial statements:


	As Previously Reported			As Restated
For the three months ended March 31, 2011
Selling, general, and administrative expenses	$	25,222		$	25,650
Operating income		16,713			16,285
Income before income taxes		10,831			10,403
Net income		9,153			8,725
Statement of Cash Flows-Share-based compensation		-0-			428
As of March 31, 2011
Retained deficit	$	(3,570	)	$	(14,679	)
Additional paid-in capital		47,100			58,209
For the three months ended March 31, 2010
Selling, general, and administrative expenses	$	20,456		$	20,918
Operating income		8,882			8,420
Income before income taxes		3,427			2,965
Net income		2,559			2,097
Statement of Cash Flows-Share-based compensation		-0-			462


	As Previously Reported			As Restated
As of December 31, 2010
Retained deficit	$	(12,723	)	$	(23,404	)
Additional paid-in capital		47,850			58,531

NOTE B — Segments

The Company operates through three segments: Supply Technologies, Aluminum Products and Manufactured Products. Supply Technologies provides our customers with Total Supply Management^TM services for a broad range of high-volume, specialty production components. Total Supply Management^TM manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation, and includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. Aluminum Products manufactures cast aluminum components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment industries. 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.

Results by business segment were as follows:


	Three Months Ended March 31,
	2011			2010
Net sales:
Supply Technologies	$	123,226		$	94,238
Aluminum Products		39,041			36,588
Manufactured Products		79,361			60,875

	$	241,628		$	191,701

Income before income taxes restated:
Supply Technologies	$	8,633		$	4,484
Aluminum Products		3,314			1,936
Manufactured Products		8,546			4,933

		20,493			11,353
Corporate costs		(4,208	)		(2,933	)
Interest expense		(5,882	)		(5,455	)

	$	10,403		$	2,965


	March 31, 2011		December 31, 2010
Identifiable assets were as follows:
Supply Technologies	$	234,397	$	217,915
Aluminum Products		68,901		66,219
Manufactured Products		201,909		188,017
General corporate		67,946		83,128

	$	573,153	$	555,279

NOTE C — Inventories

The components of inventory consisted of the following:


	March 31, 2011		December 31, 2010
Finished goods	$	118,551	$	116,202
Work in process		23,256		24,339
Raw materials and supplies		58,900		52,001

	$	200,707	$	192,542

NOTE D — Pension Plans and Other Postretirement Benefits

The components of net periodic benefit cost recognized during interim periods was as follows:


	Three Months Ended March 31,
	Pension Benefits						Postretirement Benefits
	2011			2010			2011			2010
Service costs	$	109		$	81		$	12		$	9
Interest costs		596			643			228			248
Expected return on plan assets		(2,229	)		(1,984	)		-0-			-0-
Transition obligation		(10	)		(10	)		-0-			-0-
Amortization of prior service cost		11			15			(24	)		(24	)
Recognized net actuarial loss		-0-			82			129			107

Benefit (income) costs	$	(1,523	)	$	(1,173	)	$	345		$	340

During March 2009, the Company suspended indefinitely its contribution to its 401(k) defined contribution plan covering substantially all U.S. employees.

NOTE E — Comprehensive Income

Total comprehensive income was as follows:


	Three Months Ended March 31,
	2011		2010
	Restated		Restated
Net income	$	8,725	$	2,097
Foreign currency translation		2,621		(2,027	)
Pension and post retirement benefit adjustments, net of tax		106		195

Total comprehensive income	$	11,452	$	265

The components of accumulated comprehensive income at March 31, 2011 and December 31, 2010 are as follows:


	March 31, 2011			December 31, 2010
Foreign currency translation adjustment	$	8,830		$	6,209
Pension and postretirement benefit adjustments, net of tax		(3,695	)		(3,801	)

	$	5,135		$	2,408

The pension and postretirement benefit liability amounts were net of deferred taxes of $1,143 at March 31, 2011 and December 31, 2010. No income taxes are provided on foreign currency translation adjustments as foreign earnings are considered permanently invested.

NOTE F — 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:


	2011			2010
Balance at January 1	$	4,046		$	2,760
Claims paid during the quarter		(127	)		(246	)
Additional warranties issued during the quarter		149			73

Balance at March 31	$	4,068		$	2,587

NOTE G — Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective income tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimated annual effective income tax rate and, if the estimated income tax rate changes, a cumulative adjustment is made.

The effective income tax rate in the first three months of 2011 and 2010 was 16.1% and 29.3%, respectively. The 2011 annual effective income tax rate is estimated to be approximately 17% and is lower than the 35% United States federal statutory rate primarily due to anticipated income in the United States for which the Company will record no tax expense due to a full valuation allowance against its U.S. net deferred tax assets and anticipated income earned in jurisdictions outside of the United States where the effective income tax rate is lower than in the United States.

NOTE H — Fair Value Measurements

The Company measures financial assets and liabilities at fair value in three levels of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The fair value of the 8.375% senior subordinated notes due 2014 is estimated based on a third party’s bid price. The fair value approximated $189,350 at March 31, 2011 and $187,512 at December 31, 2010.

NOTE I — Financing Arrangements

The Company is a party to a credit and security agreement dated November 5, 2003, as amended (the “Credit Agreement”), with a group of banks, under which it may borrow or issue standby letters of credit or commercial letters of credit. On March 8, 2010, and subsequently on August 31, 2010, the Credit Agreement was amended and restated to, among other things, extend its maturity date to

April 30, 2014 and reduce the loan commitment from $270,000 to $210,000, which includes a term loan A that is secured by real estate and machinery and equipment and an unsecured term loan B. The Credit Agreement contains a detailed borrowing base formula that provides borrowing capacity to the Company based on negotiated percentages of eligible accounts receivable, inventory and fixed assets. At March 31, 2011, the Company had approximately $61,900 of unused borrowing capacity available under the Credit Agreement. Amounts borrowed under the revolving credit facility may be borrowed at either (i) LIBOR plus 3% to 4% or (ii) the bank’s prime lending rate plus 1%, at the Company’s election. The LIBOR-based interest rate is dependent on the Company’s debt service coverage ratio, as defined in the Credit Agreement. Interest on the term loan A is at either (i) LIBOR plus 3.25% to 4.25% or (ii) the bank’s prime lending rate plus .75% to 1.75%, at the Company’s election. Interest on the term loan B is at either (i) LIBOR plus 5.25% to 6.25% or (ii) the bank’s prime lending rate plus 3.25% to 4.25%, at the Company’s election. The term loan A is amortized based on a ten-year schedule with the balance due at maturity. The term loan B is amortized over a two-year period, plus 50% of debt service coverage excess capped at $3,500.

Long-term debt consists of the following:


	March 31, 2011			December 31, 2010
8.375% senior subordinated notes due 2014		$	183,835		$	183,835
Revolving credit			81,400			90,200
Term loan A			25,200			25,900
Term loan B			3,700			8,400
Other			6,350			7,878

			300,485			316,213
Less current maturities			7,792			13,756

Total		$	292,693		$	302,457

On April 7, 2011, the Company completed the sale of $250,000 in aggregate principal amount of 8.125% Senior Notes due 2021 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933. The Notes bear an interest rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2011. The Notes mature on April 1, 2021. In connection with the sale of the Notes, the Company also entered into a fourth amended and restated credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement, among other things, provides an increased revolving credit facility up to $200,000, extends the maturity date of the borrowings under the revolving credit facility to April 7, 2016, and amends fee and pricing terms. Furthermore, the Company has the option, pursuant to the Amended Credit Agreement, to increase the availability under the revolving credit facility by $50,000. The Company also purchased all of its outstanding 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $183,835 that were not held by its affiliates, repaid all of the term loan A and term loan B outstanding under its then existing credit facility and retired the 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $26,165 that were held by its affiliates.

NOTE J — Accounts Receivable

During the first three months of 2011 and 2010, the Company sold approximately $11,690 and $6,576, respectively, of accounts receivable to mitigate accounts receivable concentration risk and to provide additional financing capacity and recorded a loss in the amount of $53 and $21, respectively, in the Consolidated Statements of Income. These losses represented implicit interest on the transactions.

NOTE K — Acquisition

On December 31, 2010, the Company, through its subsidiary Ajax Tocco Magnathermic, acquired the assets and the related induction heating intellectual property of ABP Induction’s United States heating business operating as Pillar Induction (“Pillar”). Pillar provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

The assets of Pillar have been integrated into the Company’s manufactured products segment. The acquisition was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total estimated purchase price is allocated to Pillar’s net tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values as of December 31, 2010, the effective date of the acquisition. Based on management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed which are based on estimates and assumptions that are subject to change, the purchase price is allocated as follows:


Accounts receivable	$	3,164
Inventories		2,782
Prepaid expenses and other current assets		178
Property, plant and equipment		447
Customer relationships		3,480
Technological know how		1,890
Trade name and other intangible assets		710
Accounts payable		(1,202	)
Accrued expenses		(2,133	)
Goodwill		990

Total purchase price	$	10,306

The purchase price allocation was finalized during March 2011 and reflects the working capital adjustment as of December 31, 2010. There were no significant direct transaction costs included in selling, general and administrative expenses during the first three months of 2011.

During the third quarter of 2010, the Company also completed the acquisition of the ACS business (“ACS”) of Lawson Products, Inc. and substantially all of the assets of Rome Die Casting LLC (“Rome”). The following unaudited pro forma information is provided to present a summary of the combined results of the Company’s operations with ACS, Rome and Pillar as if the acquisitions had occurred on January 1, 2010. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the results would have been had the acquisitions been completed at the date indicated above.


	Three Months Ended
	March 31, 2010 Restated
Pro forma revenues	$	212,754
Pro forma net income	$	2,156

NOTE L — Supplemental Guarantor Information

Each of the material domestic direct and indirect wholly-owned subsidiaries of the Company (collectively, the “Guarantor Subsidiaries”) has fully and unconditionally guaranteed, on a joint and several basis, to pay principal, premium and interest with respect to the Notes. Each of the Guarantor Subsidiaries is “100% owned,” as defined by Rule 3-10(h)(1) of Regulation S-X.

The following supplemental condensed consolidating financial statements present condensed consolidating balance sheets as of March 31, 2011 and December 31, 2010, condensed consolidating statements of operations for the three months ended March 31, 2011 and 2010, condensed consolidating statements of cash flows for the three months ended March 31, 2011 and 2010 and reclassification and elimination entries necessary to consolidate the Parent and all of its subsidiaries. The “Parent” reflected in the accompanying supplemental guarantor information is Park-Ohio Industries, Inc.

Certain comparative amounts in the accompanying supplemental condensed consolidated financial statements as of December 31, 2010 and for the three-month period ended March 31, 2010 have been reclassified to conform to the current year presentation and to properly present the Parent’s investment and earnings in subsidiaries. These classification adjustments did not affect the Company’s previously reported interim or annual consolidated balance sheets, consolidated statements of income, consolidated statements of stockholder’s equity or consolidated statements of cash flows.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2011 (Restated)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	-0-		$	1,318		$	24,703		$	-0-		$	26,021
Accounts receivable, net		-0-			113,810			32,660			-0-			146,470
Inventories		-0-			162,246			38,461			-0-			200,707
Other current assets		1,823			8,714			13,880			-0-			24,417
Deferred tax assets		(6,430	)		16,459			467			-0-			10,496

Total Current Assets		(4,607	)		302,547			110,171			-0-			408,111
Investment in subsidiaries		313,230			59,360			-0-			(372,590	)		-0-
Inter-company advances		58,413			39,531			27,656			(125,600	)		-0-
Property, Plant and Equipment, net		5,435			59,184			5,525			-0-			70,144
Other Assets:
Goodwill		-0-			6,908			2,763			-0-			9,671
Other		64,748			19,196			14,919			(13,636	)		85,227

Total Other Assets		64,748			26,104			17,682			(13,636	)		94,898

Total Assets	$	437,219		$	486,726		$	161,034		$	(511,826	)	$	573,153


LIABILITIES AND SHAREHOLDER’S EQUITY

Current Liabilities:
Trade accounts payable	$	7,437		$	91,637		$	16,490		$	-0-		$	115,564
Payable to affiliates		7,255			-0-			-0-			-0-			7,255
Accrued expenses		9,543			40,667			15,703			-0-			65,913
Current portion of long-term liabilities		6,500			3,468			2			-0-			9,970

Total Current Liabilities		30,735			135,772			32,195			-0-			198,702
Long-Term Liabilities, less current portion 8.375% Senior Subordinated Notes due 2014		210,000			-0-			-0-			(26,165	)		183,835
Revolving credit		103,800			-0-			-0-			-0-			103,800
Other long-term debt		-0-			5,058			-0-			-0-			5,058
Deferred tax liability		11,267			(1,238	)		(308	)		-0-			9,721
Other postretirement benefits and other long-term liabilities		23,215			(550	)		707			-0-			23,372

Total Long-Term Liabilities		348,282			3,270			399			(26,165	)		325,786
Inter-company advances		22,066			34,454			69,080			(125,600	)		-0-
Shareholder’s Equity		36,136			313,230			59,360			(360,061	)		48,665

Total Liabilities and Shareholder’s Equity	$	437,219		$	486,726		$	161,034		$	(511,826	)	$	573,153

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2010 (Restated)


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Reclassifications/ Eliminations			Consolidated
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,339		$	-0-		$	33,736		$	-0-		$	35,075
Accounts receivable, net		-0-			101,268			25,141			-0-			126,409
Inventories		-0-			159,962			32,580			-0-			192,542
Other current assets		1,947			9,110			14,491			-0-			25,548
Deferred tax assets		(6,430	)		16,459			467			-0-			10,496

Total Current Assets		(3,144	)		286,799			106,415			-0-			390,070
Investment in subsidiaries		289,007			80,059			-0-			(369,066	)		-0-
Inter-company advances		80,416			-0-			36,926			(117,342	)		-0-
Property, Plant and Equipment, net		5,505			60,782			5,482			-0-			71,769
Other Assets:
Goodwill		-0-			6,503			2,597			-0-			9,100
Other		63,536			19,974			14,466			(13,636	)		84,340

Total Assets	$	435,320		$	454,117		$	165,886		$	(500,044	)	$	555,279


LIABILITIES AND SHAREHOLDER’S EQUITY

Current Liabilities:
Trade accounts payable	$	9,726		$	69,108		$	16,856		$	-0-		$	95,690
Payable to affiliates		11,879			-0-			-0-			-0-			11,879
Accrued expenses		3,496			39,464			16,240			-0-			59,200
Current portion of long-term liabilities		13,378			1,327			1,229			-0-			15,934

Total Current Liabilities		38,479			109,899			34,325			-0-			182,703
Long-Term Liabilities, less current portion 8.375% Senior Subordinated Notes due 2014		210,000			-0-			-0-			(26,165	)		183,835
Revolving credit		113,300			-0-			-0-			-0-			113,300
Other long-term debt		-0-			5,322			-0-			-0-			5,322
Deferred tax liability		11,267			(1,238	)		(308	)		-0-			9,721
Other postretirement benefits and other long-term liabilities		21,017			1,630			216			-0-			22,863

Total Long-Term Liabilities		355,584			5,714			(92	)		(26,165	)		335,041
Inter-company advances		16,251			49,497			51,594			(117,342	)		-0-
Shareholder’s Equity		25,006			289,007			80,059			(356,537	)		37,535

Total Liabilities and Shareholder’s Equity	$	435,320		$	454,117		$	165,886		$	(500,044	)	$	555,279

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2011 (Restated)


	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-	$	203,026	$	38,602	$	-0-		$	241,628
Cost of sales		-0-		169,465		30,228		-0-			199,693

Gross profit		-0-		33,561		8,374		-0-			41,935
Operating expenses:
Selling, general and administrative expenses		3,669		16,163		5,818		-0-			25,650
Income (loss) from subsidiaries		18,021		856		-0-		(18,877	)		-0-

Operating income		14,352		18,254		2,556		(18,877	)		16,285
Interest expense		5,627		108		147		-0-			5,882

Income (loss) before income taxes		8,725		18,146		2,409		(18,877	)		10,403
Income taxes		-0-		125		1,553		-0-			1,678

Net income (loss)	$	8,725	$	18,021	$	856	$	(18,877	)	$	8,725

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2010 (Restated)


	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-	$	157,944	$	33,757	$	-0-		$	191,701
Cost of sales		-0-		136,661		25,702		-0-			162,363

Gross profit		-0-		21,283		8,055		-0-			29,338
Operating expenses:
Selling, general and administrative expenses		2,849		13,529		4,540		-0-			20,918
Income (loss) from subsidiaries		9,848		2,425		-0-		(12,273	)		-0-

Operating income		6,999		10,179		3,515		(12,273	)		8,420
Interest expense		4,902		231		322		-0-			5,455

Income before income taxes		2,097		9,948		3,193		(12,273	)		2,965
Income taxes		-0-		100		768		-0-			868

Net income (loss)	$	2,097	$	9,848	$	2,425	$	(12,273	)	$	2,097

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2011


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash (used) provided by operations	$	(8,374	)	$	27,256		$	(12,768	)	$	2,825		$	8,939
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(14	)		(1,262	)		(239	)		-0-			(1,515	)

Net cash used in investing activities		(14	)		(1,262	)		(239	)		-0-			(1,515	)
Cash flows from financing activities:
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-			(750	)
Intercompany account change		24,441			(26,817	)		5,201			(2,825	)		-0-
(Principal payments on) proceeds from revolving credit and long term debt		(16,642	)		2,141			(1,227	)		-0-			(15,728	)

Net cash provided (used) by financing activities		7,049			(24,676	)		3,974			(2,825	)		(16,478	)

(Decrease) increase in cash and cash equivalents		(1,339	)		1,318			(9,033	)		-0-			(9,054	)
Cash and cash equivalents at beginning of period		1,339			-0-			33,736			-0-			35,075

Cash and cash equivalents at end of period	$	-0-		$	1,318		$	24,703		$	-0-		$	26,021

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2010


	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided (used) by operations	$	(2,993	)	$	41,282		$	(3,151	)	$	(12,914	)	$	22,224
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(26	)		(7,047	)		5,493			-0-			(1,580	)

Net cash (used) provided in investing activities		(26	)		(7,047	)		5,493			-0-			(1,580	)
Cash flows from financing activities:
Payments on debt		(1,814	)		(2,629	)		(7	)		-0-			(4,450	)
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-			(750	)
Intercompany account change		16,014			(30,230	)		1,302			12,914			-0-
Capital contributions from parent		(6,762	)		-0-			-0-			-0-			(6,762	)
Debt issue costs		(3,806	)		-0-			-0-			-0-			(3,806	)

Net cash (used) provided by financing activities		2,882			(32,859	)		1,295			-0-			(15,768	)

(Decrease) increase in cash and cash equivalents		(137	)		1,376			3,637			-0-			4,876
Cash and cash equivalents at beginning of period		137			-0-			21,839			-0-			21,976

Cash and cash equivalents at end of period	$	-0-		$	1,376		$	25,476		$	-0-		$	26,852

NOTE M — Stock-Based Compensation

Total stock-based compensation expense recorded in the first three months of 2011 and 2010 was $428 and $462, respectively. There were no stock option or restricted stock awards during the first three months of 2011 and 2010. As of March 31, 2011, there was $1,475 of unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over a weighted average period of 1.5 years.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholder

Park-Ohio Industries, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of Park-Ohio Industries, Inc. and subsidiaries as of March 31, 2011, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2011 and 2010 and the condensed consolidated statement of shareholder’s equity for the three-month period ended March 31, 2011. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based upon our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Park-Ohio Industries, Inc. and subsidiaries as of December 31, 2010 and the related consolidated statements of income, shareholder’s equity, and cash flows for the year then ended, not presented herein; and in our report dated March 8, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio

May 10, 2011,

except for Note A1, as to which the date is

May 14, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our condensed consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (collectively, “we” or the “Company”). All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp.

Executive Overview

We are an industrial Total Supply Management^TM and diversified manufacturing business, operating in three segments: Supply Technologies, Aluminum Products and Manufactured Products. Our Supply Technologies business provides our customers with Total Supply Management^TM, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation. Total Supply Management^TM includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking, just-in-time and point-of-use delivery, electronic billing services and ongoing technical support. The principal customers of Supply Technologies are in the heavy-duty truck, automotive and vehicle parts, electrical distribution and controls, consumer electronics, power sports/fitness equipment, HVAC, agricultural and construction equipment, semiconductor equipment, plumbing, aerospace and defense, and appliance industries. Aluminum Products casts and machines aluminum engine, transmission, brake, suspension and other components such as pump housings, clutch retainers/pistons, control arms, knuckles, master cylinders, pinion housings, brake calipers, oil pans and flywheel spacers for automotive, agricultural, construction, heavy-duty truck and marine original equipment manufacturers (“OEMs”), primarily on a sole-source basis. Aluminum Products also provides value-added services such as design and engineering and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products including induction heating and melting systems, pipe threading systems, industrial oven systems, injection molded rubber components, and forged and machined products. Manufactured Products also produces and provides services and spare parts for the equipment it manufactures. The principal customers of Manufactured Products are OEMs, sub-assemblers and end users in the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, heavy-duty truck, construction equipment, automotive, oil and gas, rail and locomotive manufacturing and aerospace and defense industries. Sales, earnings and other relevant financial data for these three segments are provided in Note B to the condensed consolidated financial statements, included elsewhere herein.

During the third quarter of 2010, Supply Technologies completed the acquisition of certain assets and assumed specific liabilities relating to the ACS business (“ACS”) of Lawson Products, Inc. for $16.0 million in cash and a $2.2 million subordinated promissory note payable in equal quarterly installments over three years ($1.7 million outstanding at March 31, 2011). ACS is a provider of supply chain management solutions for a broad range of production components through its service centers throughout North America.

On September 30, 2010, the Company entered a Bill of Sale with Rome Die Casting LLC (“Rome”), a producer of aluminum high pressure die castings, pursuant to which Rome agreed to transfer to the Company substantially all of its assets in exchange for approximately $7.5 million of notes receivable due from Rome.

On December 31, 2010, the Company, through its subsidiary Ajax Tocco Magnathermic, acquired the assets and the related induction heating intellectual property of ABP Induction’s United States heating business operating as Pillar Induction (“Pillar”) for $10.3 million in cash. Pillar provides complete turnkey automated induction power systems and aftermarket parts and service to a worldwide market.

On April 7, 2011, the Company completed the sale of $250 million in aggregate principal amount of 8.125% Senior Notes due 2021 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933. The Notes bear an interest rate of 8.125% per annum and will be payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2011. The Notes mature on April 1, 2021. In connection with the sale of the Notes, the Company entered into a fourth amended and restated credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement, among other things, provides an increased revolving credit facility up to $200 million, extends the maturity date of the borrowings under the revolving credit facility to April 7, 2016 and amends fee and pricing terms. Furthermore, the Company has the option, pursuant to the Amended Credit Agreement, to increase the availability under the revolving credit facility by $50 million. The Company also purchased all of its outstanding 8.375% senior subordinated notes due 2014 in aggregate principal amount of $183.8 million that were not held by its affiliates, repaid all of the term loan A and term loan B outstanding under its then existing credit facility and retired the 8.375% senior subordinated notes due 2014 in the aggregate principal amount of $26.2 million that were held by its affiliates.

Critical Accounting Policies

Our critical accounting policies are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended December 31, 2010 contained in our 2010 Annual Report on Form 10-K. There were no new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements discussed in the notes to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q for the period ended March 31, 2011. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

Results of Operations

Three Months 2011 versus Three Months 2010

Net Sales by Segment:


	Three Months
	Ended
	March 31,
							Percent
	2011		2010		Change		Change
	(Dollars in millions)
Supply Technologies	$	123.2	$	94.2	$	29.0		31	%
Aluminum Products		39.0		36.6		2.4		7	%
Manufactured Products		79.4		60.9		18.5		30	%

Consolidated Net Sales	$	241.6	$	191.7	$	49.9		26	%

Net sales increased $49.9 million to $241.6 million in the first three months of 2011 compared to $191.7 million in the same period in 2010 as the Company experienced volume increases in each of its segments. Supply Technologies sales increased 31% primarily due to volume increases in the heavy-duty truck, electrical, semi-conductor, power sports, HVAC, agricultural and construction equipment industries offset primarily by declines in the consumer electronics, medical and plumbing industries. In addition, there were $14.0 million of sales resulting from the acquisition of ACS. Aluminum Products sales increased 7% primarily from sales of $8.2 million resulting from the acquisition of Rome. Manufactured Products sales increased 30% primarily due to the increased business in the capital equipment, forged and machine and rubber products business units. In addition, there were $5.8 million of sales resulting from the acquisition of Pillar.

Cost of Products Sold & Gross Profit:


	Three Months
	Ended
	March 31,
									Percent
	2011			2010			Change		Change
	(Dollars in millions)
Consolidated cost of products sold	$	199.7		$	162.4		$	37.3		23	%

Consolidated gross profit	$	41.9		$	29.3		$	12.6		43	%

Gross margin		17.3	%		15.3	%

Cost of products sold increased $37.3 million to $199.7 million in the first three months of 2011 compared to $162.4 million in the same period in 2010, while gross margin increased to 17.3% in the first three months of 2011 compared to 15.3% in the same period in 2010. Gross margin increased in each business unit resulting primarily from volume increases.

Selling, General & Administrative (“SG&A”) Expenses:


	Three Months Ended
	March 31,
	2011			2010					Percent
	Restated			Restated			Change		Change
	(Dollars in millions)
Consolidated SG&A expenses	$	25.7		$	20.9		$	4.8		23	%
SG&A percent		10.6	%		10.9	%

Consolidated SG&A expenses increased 23% in the first three months of 2011 compared to the same period in 2010, representing a 3 basis point decrease in SG&A expenses as a percent of sales. SG&A expenses increased in the first three months of 2011 compared to the same period in 2010 primarily due to increases in payroll and payroll related expenses.

Interest Expense:


	Three Months
	Ended
	March 31,
									Percent
	2011			2010			Change		Change
	(Dollars in millions)
Interest expense	$	5.9		$	5.5			$.4		7	%
Average outstanding borrowings	$	308.7		$	331.0			$(22.3)		(7	)%
Average borrowing rate		7.64	%		6.64	%		100 basis points

Interest expense increased $.4 million in the first three months of 2011 compared to the same period of 2010, primarily due to a higher average borrowing rate during the first three months of 2011. Average borrowings in the first three months of 2011 were lower when compared to the same period in 2010. The higher average borrowing rate in the first three months of 2011 was due primarily to increased interest rates under our revolving credit facility compared to the same period in 2010.

Income Tax:

The provision for income taxes was $1.7 million in the first three months of 2011, a 16% effective income tax rate, compared to income taxes of $.9 million provided in the corresponding period of 2010, a 29% effective income tax rate. We estimate that the effective tax rate for full-year 2011 will be approximately 17%.

Seasonality; Variability of Operating Results

The timing of orders placed by our 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 our 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 Quarterly Report on 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. The words “believes”, “anticipates”, “plans”, “expects”, “intends”, “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to the following: our substantial indebtedness; any deterioration in the global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; raw material availability and pricing; component part availability and pricing; changes in our relationships with customers and suppliers; the financial condition of our customers, including the impact of any bankruptcies; our ability to successfully integrate recent and future acquisitions into existing operations; changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and

changing government policies, laws and regulations, including the uncertainties related to the current global financial crisis; 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 the agreements governing our indebtedness; disruptions, uncertainties or volatility in the credit markets that may limit our access to capital; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending, which could be lower due to the effects of the current financial crisis; our ability to negotiate contracts with labor unions; dependence on key management; dependence on information systems; and the other factors we describe under “Item 1A. Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. 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, except as required by law. 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 Registered Public Accounting Firm

The condensed consolidated financial statements at March 31, 2011, and for the three-month periods ended March 31, 2011 and 2010, have been reviewed, prior to filing, by Ernst & Young LLP, our independent registered public accounting firm, and their report is included herein.

Item 4. Controls and Procedures

Under the supervision of and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report.

Based on that evaluation, our chief executive officer and chief financial officer have concluded that the Company did not maintain internal control over financial reporting as a result of the following material weakness:

•

The Company did not maintain effective controls over its accounting for the allocation of share-based compensation expense to the Company. Park-Ohio Holdings Corp. grants share-based compensation awards to the Company’s employees. In accordance with ASC 718, such costs should have been allocated to the Company. As a result, the Company is restating its previously issued condensed consolidated financial statements for the three-month periods ended March 31, 2011 and 2010.

There have been no changes in our internal control over financial reporting that occurred during the first quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company is evaluating appropriate changes in internal controls to address the material weakness described above.

PART II

OTHER INFORMATION

Item 6. Exhibits

The following exhibits are included herein:


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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



PARK-OHIO INDUSTRIES, INC.
(Registrant)

	By	/s/ PATRICK W. FOGARTY
		Name: Patrick W. Fogarty Title: Interim Chief Financial Officer, Director of Corporate Development (Principal Financial and Accounting Officer)

Date: May 14, 2012

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

FOR THE QUARTER ENDED MARCH 31, 2011


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

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company