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| 8-K - 8-K - PARK OHIO HOLDINGS CORP | d496029d8k.htm |
EXHIBIT 99.1
| FOR IMMEDIATE RELEASE | CONTACT: | EDWARD F. CRAWFORD PARK-OHIO HOLDINGS CORP. (440) 947-2000 |
ParkOhio Announces Record Revenues and Net Income for 2012
CLEVELAND, OHIO, March 4, 2013 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its fourth quarter and year ended December 31, 2012.
FOURTH QUARTER RESULTS
Net sales were $275.7 million for the fourth quarter of 2012, an increase of $41.1 million, or 18%, from net sales of $234.6 million for the fourth quarter of 2011. ParkOhio reported net income of $7.7 million, or $.63 per diluted share, for the fourth quarter of 2012. This compared to a net income of $18.9 million, or $1.58 per diluted share, for the fourth quarter of 2011. Net income in 2011 included $11.3 million due to the reversal of the Company’s valuation allowance against its U.S. net deferred tax assets. Net income, as adjusted for the reversal of the Company’s valuation allowance of $0.94 per diluted share was $7.7 million, or $0.64 per diluted share in 2011. Net income in 2012 of $0.63 per diluted share was comparable to net income, as adjusted in 2011 of $0.64 per diluted share.
FULL YEAR RESULTS
Net sales for 2012 were a Company record and totaled $1,134.0 million, an increase of $167.4 million, or 17%, from net sales of $966.6 million for 2011. Net income was a record $31.8 million, or $2.62 per diluted share, for 2012, which included the impact of a $13.0 million pre-tax litigation settlement charge, or $.68 per diluted share. This compared to net income of $29.4 million, or $2.45 per diluted share, for 2011. Net income for 2011 was favorably impacted by $11.3 million associated with the reversal of the Company’s valuation allowance against U.S. net deferred tax assets, and net income for 2011 was unfavorably impacted by restructuring and asset impairment charges of $5.4 million, refinancing charges of $7.3 million and a tax provision associated with the refinancing of $2.1 million. Net income, as adjusted, which excludes the reversal of the deferred tax valuation allowance, the restructuring and asset impairment charges and the refinancing charges, in 2011 was $33.0 million, or $2.75 per diluted share.
-more-
2013 REVENUE AND EARNINGS GUIDANCE UPDATE
We currently forecast our consolidated 2013 revenues to be approximately 8% greater than 2012 revenues. We forecast our earnings to be in the range of $3.65 to $3.95 per diluted share. In addition, we are forecasting EBITDA, as defined to be in the range of $119 million to $124 million for 2013. EBITDA, as defined, reflects earnings before interest expense, income taxes, and excludes depreciation, amortization, certain non-cash charges and corporate-level expenses as defined in the Company’s revolving credit agreement.
Edward F. Crawford, Chairman and Chief Executive Officer, stated, “2012 was a record year at ParkOhio for revenues, net income and EBITDA. Our business plan will continue to focus on organic growth and high-value bolt-on acquisitions. ParkOhio is now in a position to reach $2 billion in annual revenues by 2017.”
SHARE REPURCHASE PROGRAM
The Company also announced today that its Board of Directors has authorized a share repurchase program whereby the Company may repurchase up to 1.0 million shares of its outstanding common stock. This replaces a share repurchase plan previously authorized by the Board of Directors in 2006.
The repurchases may be made in the open market or in privately negotiated transactions. The Company may also implement all or part of the repurchases under a Rule 10b5-1 trading plan. The timing and extent to which the Company repurchases its shares will depend upon market conditions and other corporate considerations, and will be at the Company’s sole discretion. Purchases under the program may commence or be suspended at any time without prior notice.
A conference call reviewing ParkOhio’s fourth quarter results will be broadcast live over the Internet on Tuesday, March 5, 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 37 manufacturing sites and 45 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 vehicle 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; the amounts and timing, if any, of purchases of the Company’s common stock; 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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands, Except per Share Data)
| Three Months Ended December 31, |
Year Ended December 31, |
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| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Net sales |
$ | 275,707 | $ | 234,593 | $ | 1,134,042 | $ | 966,573 | ||||||||
| Cost of products sold |
227,450 | 196,227 | 927,026 | 799,248 | ||||||||||||
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| Gross profit |
48,257 | 38,366 | 207,016 | 167,325 | ||||||||||||
| Selling, general and administrative expenses |
27,608 | 24,849 | 117,209 | 105,582 | ||||||||||||
| Settlement of litigation |
— | — | 13,000 | — | ||||||||||||
| Restructuring and asset impairment charges |
— | — | — | 5,359 | ||||||||||||
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| Operating income |
20,649 | 13,517 | 76,807 | 56,384 | ||||||||||||
| Interest expense |
6,555 | 5,845 | 26,045 | 24,817 | ||||||||||||
| Debt extinguishment costs |
— | — | 305 | 7,335 | ||||||||||||
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| Income before income taxes |
14,094 | 7,672 | 50,457 | 24,232 | ||||||||||||
| Income tax expense (benefit) |
6,435 | (11,271 | ) | 18,671 | (5,203 | ) | ||||||||||
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| Net income |
$ | 7,659 | $ | 18,943 | $ | 31,786 | $ | 29,435 | ||||||||
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| Amounts per common share: |
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| Basic |
$ | 0.64 | $ | 1.62 | $ | 2.67 | $ | 2.54 | ||||||||
| Diluted |
$ | 0.63 | $ | 1.58 | $ | 2.62 | $ | 2.45 | ||||||||
| Common shares used in the computation |
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| Basic |
11,962 | 11,711 | 11,921 | 11,580 | ||||||||||||
| Diluted |
12,151 | 11,998 | 12,116 | 11,999 | ||||||||||||
| Other financial data: |
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| EBITDA, as defined |
$ | 27,252 | $ | 18,530 | $ | 99,656 | $ | 80,281 | ||||||||
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SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands, Except per Share Data)
Earnings, as adjusted is a measure of earnings that excludes significant non-cash credits and charges and unusual financing costs. Earnings, as adjusted, reflects net income before the reversal of the Company’s valuation allowance against U.S. net deferred tax assets, refinancing charges and any associated tax provision, and restructuring and asset impairment charges. Earnings, as adjusted 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, earnings per share, 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 earnings, as adjusted because management uses earnings, as adjusted to measure performance. Earnings, as adjusted herein may not be comparable to other similarly titled measures of other companies. The following table reconciles earnings, as reported to earnings, as adjusted:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||||||||||
| Net Income |
Diluted EPS |
Net Income |
Diluted EPS |
Net Income |
Diluted EPS |
Net Income |
Diluted EPS |
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| Earnings, as reported |
$ | 7,659 | $ | 0.63 | $ | 18,943 | $ | 1.58 | $ | 31,786 | $ | 2.62 | $ | 29,435 | $ | 2.45 | ||||||||||||||||
| Add back: |
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| Reversal of the deferred tax asset valuation allowance |
— | — | (11,271 | ) | (0.94 | ) | — | — | (11,271 | ) | (0.94 | ) | ||||||||||||||||||||
| Refinancing charges |
— | — | — | — | — | — | 7,335 | 0.61 | ||||||||||||||||||||||||
| Provision for income tax associated with refinancing |
— | — | — | — | — | — | 2,100 | 0.18 | ||||||||||||||||||||||||
| Restructuring and asset impairment charges |
— | — | — | — | — | — | 5,359 | 0.45 | ||||||||||||||||||||||||
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| Earnings, as adjusted |
$ | 7,659 | $ | 0.63 | $ | 7,672 | $ | 0.64 | $ | 31,786 | $ | 2.62 | $ | 32,958 | $ | 2.75 | ||||||||||||||||
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SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands)
EBITDA, as defined, reflects earnings before interest expense, income taxes, and excludes depreciation, amortization, certain non-cash charges and corporate-level expenses as defined in the Company’s Revolving Credit Agreement. EBITDA, as defined 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, as defined because management uses EBITDA, as defined to measure performance and as an indication of the Company’s satisfaction of its Debt Service Ratio covenant in its Revolving Credit Agreement and because EBITDA, as adjusted 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, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Net income |
$ | 7,659 | $ | 18,943 | $ | 31,786 | $ | 29,435 | ||||||||
| Add back: |
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| Interest expense |
6,555 | 5,845 | 26,045 | 24,817 | ||||||||||||
| Income taxes |
6,435 | (11,271 | ) | 18,671 | (5,203 | ) | ||||||||||
| Debt extinguishment costs |
— | — | 305 | 7,335 | ||||||||||||
| Restructuring and asset impairment charge |
— | — | — | 5,359 | ||||||||||||
| Depreciation and amortization |
4,824 | 4,195 | 17,991 | 16,177 | ||||||||||||
| Share-based compensation |
680 | 561 | 2,725 | 2,086 | ||||||||||||
| Miscellaneous |
1,099 | 257 | 2,133 | 275 | ||||||||||||
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| EBITDA, as defined |
$ | 27,252 | $ | 18,530 | $ | 99,656 | $ | 80,281 | ||||||||
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CONDENSED CONSOLIDATED BALANCE SHEETS
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
| (Unaudited) | ||||||||
| December 31, | December 31, | |||||||
| 2012 | 2011 | |||||||
| (in Thousands) | ||||||||
| ASSETS |
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| Current assets |
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| Cash and cash equivalents |
$ | 44,437 | $ | 78,001 | ||||
| Accounts receivable, net |
161,273 | 139,941 | ||||||
| Inventories, net |
215,579 | 202,039 | ||||||
| Deferred tax assets |
19,850 | 20,561 | ||||||
| Unbilled contract revenue |
1,385 | 18,778 | ||||||
| Other current assets |
21,473 | 9,622 | ||||||
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| Total current assets |
463,997 | 468,942 | ||||||
| Property, plant and equipment, net |
100,431 | 61,810 | ||||||
| Goodwill and other intangible assets |
99,295 | 20,187 | ||||||
| Other assets |
62,897 | 63,833 | ||||||
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| Total assets |
$ | 726,620 | $ | 614,772 | ||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| Current liabilities |
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| Trade accounts payable |
$ | 102,097 | $ | 99,588 | ||||
| Accrued expenses |
83,328 | 74,483 | ||||||
| Current portion of long-term debt |
4,411 | 1,415 | ||||||
| Current portion of other postretirement benefits |
1,906 | 2,002 | ||||||
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| Total current liabilities |
191,742 | 177,488 | ||||||
| Long-term liabilities, less current portion |
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| Senior Notes |
250,000 | 250,000 | ||||||
| Credit facility |
120,629 | 93,000 | ||||||
| Other long-term debt |
3,638 | 3,165 | ||||||
| Deferred tax liability |
31,507 | 1,392 | ||||||
| Other postretirement benefits and other long-term liabilities |
27,353 | 24,285 | ||||||
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| Total long-term liabilities |
433,127 | 371,842 | ||||||
| Shareholders’ equity |
101,751 | 65,442 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 726,620 | $ | 614,772 | ||||
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
| Years Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| (in Thousands) | ||||||||
| OPERATING ACTIVITIES |
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| Net Income |
$ | 31,786 | $ | 29,435 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Depreciation and amortization |
17,991 | 16,177 | ||||||
| Restructuring and asset impairment charges |
— | 5,359 | ||||||
| Share-based compensation expense |
2,725 | 2,086 | ||||||
| Gain on sale of property |
(250 | ) | — | |||||
| Deferred income taxes |
7,539 | (12,817 | ) | |||||
| Debt extinguishment costs |
305 | 7,335 | ||||||
| Changes in operating assets and liabilities, excluding acquisitions of businesses: |
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| Accounts receivable |
9,754 | (13,533 | ) | |||||
| Inventories and other current assets |
7,133 | (8,763 | ) | |||||
| Accounts payable and accrued expenses |
(21,397 | ) | 18,057 | |||||
| Other |
295 | (7,475 | ) | |||||
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| Net Cash Provided by Operating Activities |
55,881 | 35,861 | ||||||
| INVESTING ACTIVITIES |
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| Purchases of property, plant and equipment |
(29,625 | ) | (12,673 | ) | ||||
| Proceeds from sale and leaseback transactions |
5,904 | — | ||||||
| Proceeds from sale of property |
400 | 1,575 | ||||||
| Acquisition, net of cash acquired |
(96,963 | ) | — | |||||
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| Net Cash Used by Investing Activities |
(120,284 | ) | (11,098 | ) | ||||
| FINANCING ACTIVITIES |
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| Proceeds from (payments on) term loans and other debt |
22,220 | (37,598 | ) | |||||
| Proceeds from revolving credit facility |
8,879 | 2,800 | ||||||
| Issuance of 8.125% senior notes, net of deferred financing costs |
— | 244,970 | ||||||
| Redemption of 8.375% senior subordinated notes due 2014 |
— | (189,555 | ) | |||||
| Bank debt issue costs |
(876 | ) | (1,079 | ) | ||||
| Exercise of stock options |
1,083 | 494 | ||||||
| Income tax effect of suspended benefits from share-based compensation |
2,819 | — | ||||||
| Income tax effect of share-based compensation exercise and vesting |
416 | — | ||||||
| Purchase of treasury stock |
(3,968 | ) | (2,105 | ) | ||||
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| Net Cash Provided by Financing Activities |
30,573 | 17,927 | ||||||
| Effect of exchange rate changes on cash |
266 | — | ||||||
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| (Decrease) Increase in Cash and Cash Equivalents |
(33,564 | ) | 42,690 | |||||
| Cash and Cash Equivalents at Beginning of Period |
78,001 | 35,311 | ||||||
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| Cash and Cash Equivalents at End of Period |
$ | 44,437 | $ | 78,001 | ||||
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| Taxes paid |
$ | 5,548 | $ | 4,648 | ||||
| Interest paid (includes $5,720 of senior subordinated debt redemption costs in 2011) |
23,832 | 26,993 | ||||||
BUSINESS SEGMENT INFORMATION (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands)
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| NET SALES |
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| Supply Technologies |
$ | 108,110 | $ | 118,062 | $ | 489,651 | $ | 486,571 | ||||||||
| Assembly Components |
83,529 | 31,622 | 304,003 | 157,764 | ||||||||||||
| Engineered Products |
84,068 | 84,909 | 340,388 | 322,238 | ||||||||||||
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| $ | 275,707 | $ | 234,593 | $ | 1,134,042 | $ | 966,573 | |||||||||
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| INCOME BEFORE INCOME TAXES |
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| Supply Technologies |
$ | 6,544 | $ | 6,810 | $ | 33,748 | $ | 31,303 | ||||||||
| Assembly Components |
5,551 | (1,592 | ) | 19,944 | 1,425 | |||||||||||
| Engineered Products |
12,373 | 10,809 | 55,040 | 45,289 | ||||||||||||
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| Total Segment Operating Income |
24,468 | 16,027 | 108,732 | 78,017 | ||||||||||||
| Corporate and other costs |
(3,819 | ) | (2,510 | ) | (18,925 | ) | (16,274 | ) | ||||||||
| Settlement of litigation |
— | — | (13,000 | ) | — | |||||||||||
| Restructuring and asset impairment charge |
— | — | — | (5,359 | ) | |||||||||||
| Interest expense |
(6,555 | ) | (5,845 | ) | (26,045 | ) | (24,817 | ) | ||||||||
| Debt extinguishment costs |
— | — | (305 | ) | (7,335 | ) | ||||||||||
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| $ | 14,094 | $ | 7,672 | $ | 50,457 | $ | 24,232 | |||||||||
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Note A - On March 23, 2012, the Company completed the acquisition of Fluid Routing Solutions Holding Corp. (“FRS”), a leading manufacturer of automotive and industrial rubber and thermoplastic hose products and fuel filler and hydraulic fluid assemblies for the automotive and industrial industries. FRS will expand the Company’s sales of assembled components and is included in the Assembly Components segment from the date of acquisition through December 31, 2012.