PARK OHIO HOLDINGS CORP - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(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, 2003, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM____________ TO ____________

COMMISSION FILE NO. 0-3134

PARK-OHIO HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

OHIO 34-1867219
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

23000 EUCLID AVENUE, CLEVELAND, OHIO 44117
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(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 216/692-7200

PARK-OHIO HOLDINGS CORP. IS A SUCCESSOR ISSUER TO PARK-OHIO INDUSTRIES, INC.

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 [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12 b-2).

YES [ ] NO [X]

Number of shares outstanding of registrant's Common Stock, par value $1.00 per
share, as of March 31, 2003: 10,496,191.

The Exhibit Index is located on page 23.

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PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -- March 31, 2003 and December
31, 2002
Consolidated statements of operations -- Three month periods
ended March 31, 2003 and 2002
Consolidated statement of shareholders' equity -- Three
months ended March 31, 2003
Consolidated statements of cash flows -- Three month periods
ended March 31, 2003 and 2002
Notes to consolidated financial statements -- March 31, 2003
Independent accountants' review report
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K

SIGNATURE

CERTIFICATIONS

EXHIBIT INDEX

2

PART I

FINANCIAL INFORMATION

3

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Note: The balance sheet at December 31, 2002 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 notes to consolidated financial statements.

4

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

See notes to consolidated financial statements.

5

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)

See notes to consolidated financial statements.

6

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See notes to consolidated financial statements.

7

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2003

(AMOUNTS IN THOUSANDS -- EXCEPT PER SHARE DATA)

NOTE A -- BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Park-Ohio
Holdings Corp. and its subsidiaries ("the Company"). All significant
intercompany transactions have been eliminated in consolidation.

The accompanying unaudited 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, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003. 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, 2002.

Certain amounts have been reclassified to conform to current year
presentation.

NOTE B -- ACQUISITION AND DISPOSITIONS

During the first quarter of 2003, the Company completed the sale of
substantially all of the assets of Green Bearing ("Green") and St. Louis Screw
and Bolt ("St. Louis Screw") for cash of approximately $7.3 million. No gain or
loss was recorded on the sale. Green and St. Louis Screw were non-core
businesses in the ILS Segment and Manufactured Products Segment, respectively,
and had been identified as businesses the Company was selling as part of its
restructuring activities during 2002 and 2001.

On September 10, 2002, the Company acquired substantially all of the assets
of Ajax Magnethermic Corporation ("Ajax"), a manufacturer of induction heating
and melting equipment. The purchase price of approximately $5.5 million and the
results of operations of Ajax prior to its date of acquisition were not deemed
significant as defined in Regulation S-X.

On April 26, 2002, the Company completed the sale of substantially all of
the assets of Castle Rubber Company for cash of approximately $2.5 million.
Castle Rubber, a non-core business in the Manufactured Products Segment, had
been identified as a business the Company was discontinuing as part of its
restructuring activities during 2001.

NOTE C -- INVENTORIES

The components of inventory consist of the following:

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PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

NOTE D -- ADOPTION OF FAS 142 "GOODWILL AND OTHER INTANGIBLE ASSETS"

Effective January 1, 2002, the Company adopted FAS 142, "Goodwill and Other
Intangible Assets". Under this standard, goodwill is no longer amortized but is
subject to an impairment test at least annually. The Company has selected
October 1 as its annual testing date.

The Company, with the assistance of an outside consultant, completed the
transitional impairment review of goodwill during the fourth quarter of 2002 and
recorded a non-cash charge for goodwill impairment which aggregated $48,799. In
accordance with the provisions of FAS 142, the charge has been accounted for as
a cumulative effect of a change in accounting principle, retroactive to January
1, 2002.

NOTE E -- SHAREHOLDERS' EQUITY

At March 31, 2003, capital stock consists of (i) Serial Preferred Stock of
which 632,470 shares were authorized and none were issued and (ii) Common Stock
of which 40,000,000 shares were authorized and 10,496,191 shares were issued and
outstanding.

NOTE F -- NET INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted
earnings per share:

NOTE G -- ACCOUNTING PRONOUNCEMENTS

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities," ("FAS 146"), which addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies

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PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." FAS 146 requires that a
liability for a cost that is associated with an exit or disposal activity be
recognized when a legal liability is incurred. FAS 146 is effective for exit and
disposal activities that are initiated after December 31, 2002.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 elaborates on required disclosures by a guarantor in its financial
statements about obligations under certain guarantees that it has issued and
requires a guarantor to recognize, at the inception of certain guarantees, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The Company is reviewing the provisions of FIN 45 relating to initial
recognition and measurements of guarantor liabilities, which are effective for
qualifying guarantees entered into or modified after December 31, 2002, but does
not expect the adoption to have a material impact on the consolidated financial
statements. The Company adopted the new disclosure requirements for the year
ended December 31, 2002.

On December 31, 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an amendment to FASB Statement No.
123" ("FAS 148"). FAS 148 amends the Accounting for Stock-Based Compensation, to
provide alternative methods of transition to FAS 123's fair value method of
accounting for stock-based employee compensation. FAS 148 also amends the
disclosure provision of FAS 123 and Accounting Principles Board ("APB") Opinion
No. 28, Interim Financial Reporting, to require disclosure in the summary of
significant accounting policies of the effects of an entity's accounting policy
with respect to stock-based employee compensation on reported net income and
earnings per share in annual and interim financial statements. The Statement is
effective for fiscal years beginning after December 15, 2002. The Company has
elected to continue to apply APB Opinion No. 25 and related interpretations in
accounting for its stock option plan, as permitted under FAS 123 and FAS 148.
Accordingly, no compensation cost has been recognized for its stock option plan.
However, the Company recognizes compensation expense resulting from fixed awards
of restricted shares which is measured at the date of grant and expensed over
the vesting period. Had compensation cost for stock options granted been
determined on the fair value method of FAS 123, the Company's net income (loss)
and earnings (loss) per share would have been effected as follows:

NOTE H -- SEGMENTS

The Company operates through three segments: Integrated Logistics Solutions
("ILS"), Aluminum Products and Manufactured Products. ILS is a leading supply
chain logistics provider of production components to large, multinational
manufacturing companies, other manufacturers and distributors. In connection
with the supply of such production components, ILS provides a variety of
value-added, cost-
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PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

effective supply chain management services. Aluminum Products manufactures cast
aluminum components for automotive, agricultural equipment, heavy duty truck and
construction equipment. 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. Intersegment sales are immaterial.

Results by business segment were as follows:

NOTE I -- COMPREHENSIVE INCOME (LOSS)

Total comprehensive income (loss) was as follows:

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PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

The components of accumulated comprehensive loss at March 31, 2003 and
December 31, 2002 are as follows:

NOTE J -- RESTRUCTURING ACTIVITIES

The Company responded to the economic downturn by reducing costs in a
variety of ways, including restructuring businesses and selling non-core
manufacturing assets. These activities, which included asset write-downs and
other exit costs related to the shutdown of facilities, generated restructuring
and asset impairment charges of $19.2 million and $28.5 million in 2002 and
2001, respectively (of which $5.6 million (490 employees) in 2002 and $6.9
million (525 employees) in 2001 related to severance and exit costs). For
further details on the restructuring plan, see Note N to the audited financial
statements contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.

During the first quarter of 2003, the Company completed the sale of
substantially all of the assets of Green Bearing and St. Louis Screw and Bolt
for cash of approximately $7.3 million. No gain or loss was recorded on the
sale. Both of these businesses had been identified as businesses the Company was
selling as part of its restructuring activities.

The accrued liability balance for severance and exit costs and related cash
payments consisted of:

2001
Severance and exit charges.................................. $ 6,883
Cash payments............................................... (2,731)
-------
Balance at December 31, 2001................................ 4,152

2002
Severance and exit charges.................................. 5,599
Cash payments............................................... (5,706)
-------
Balance at December 31, 2002................................ 4,045

2003
Cash payments............................................... (850)
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Balance at March 31, 2003................................... $ 3,195
=======

As of March 31, 2003, all of the 525 employees identified in 2001 and all
but 59 of the 490 employees identified in 2002 had been terminated. The
workforce reductions under the restructuring plan consisted of hourly and
salaried employees at various operating facilities due to either closure or
consolidation.

Net sales for the businesses that were included in net assets held for sale
were $5,554 and $5,252 for the three months ended March 31, 2003 and 2002,
respectively. Operating income for these entities was $242 and $69 for the three
months ended March 31, 2003 and 2002, respectively.

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PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

NOTE K -- 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:

Balance at January 1, 2003.................................. $3,068
Claims paid during the quarter............................ (522)
Additional warranties issued during the quarter........... 263
------
Balance at March 31, 2003................................... $2,809
======

NOTE L -- INCOME TAXES

The effective income tax rate for the three-month period ended March 31,
2003 was 5%, compared to 47% for the corresponding period in 2002. Only foreign
and state income taxes were provided for in 2003, because federal income taxes
were eliminated due to the recognition of net operating loss carryforwards. At
December 31, 2002, the Company had net operating loss carryforwards of
approximately $25.6 million. Tax benefits related to these carryforwards were
fully reserved in 2002, because the Company was in a three-year cumulative loss
position.

13

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors and Shareholders
Park-Ohio Holdings Corp.

We have reviewed the accompanying consolidated balance sheet of Park-Ohio
Holdings Corp. and subsidiaries as of March 31, 2003 and the related
consolidated statements of operations and cash flows for the three-month periods
ended March 31, 2003 and 2002 and the consolidated statement of shareholders'
equity for the three-month period ended March 31, 2003. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

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

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Park-Ohio
Holdings Corp. and subsidiaries as of December 31, 2002 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended, not presented herein, and in our report dated February 25,
2003, we expressed an unqualified opinion on those consolidated financial
statements and included an explanatory paragraph for a change in accounting for
goodwill. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 2002, 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 12, 2003

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The consolidated financial statements of the Company include the accounts
of Park-Ohio Holdings Corp. and its subsidiaries. All significant intercompany
transactions have been eliminated in consolidation. Financial information for
the three-month period ended March 31, 2003 is not directly comparable to the
financial information for the same three-month period in 2002 primarily due to
$622 thousand of restructuring charges recorded in the first quarter of 2002,
the divestiture of Castle Rubber in the second quarter of 2002 and the purchase
of Ajax Magnethermic in the third quarter of 2002, and the divestiture of Green
Bearing and St. Louis Screw and Bolt in 2003.

OVERVIEW

The Company operates through three segments, ILS, Aluminum Products and
Manufactured Products. ILS is a leading supply chain logistics provider of
production components to large, multinational manufacturing companies, other
manufacturers and distributors. In connection with the supply of such production
components, ILS provides a variety of value-added, cost-effective supply chain
management services. The principal customers of ILS are in the semiconductor
equipment, heavy-duty truck, industrial equipment, aerospace and defense,
electrical controls, HVAC, vehicle parts and accessories, appliances, and lawn
and garden equipment industries. Aluminum Products manufactures cast aluminum
components for automotive, agricultural equipment, heavy-duty truck and
construction equipment manufacturers. 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. The principal customers of Manufactured
Products are OEMs and end-users in the aerospace, automotive, steel, forging,
railroad, truck, oil, food processing and consumer appliance industries.

The Company's sales volumes and profitability declined during 2001, due to
overall weakness in the manufacturing economy, and particularly to contraction
in the heavy-duty truck and automotive industries. Despite these sales declines,
the Company retained or gained market share in most major markets served. The
Company responded to this downturn by reducing costs, increasing prices on
targeted products, restructuring many of its businesses and selling non-core
manufacturing assets. The Company continued and extended restructuring its
businesses through 2001 and 2002, closing 20 supply chain logistics facilities,
and closing or selling eight manufacturing plants in those two years. With
regard to these actions, the Company recorded restructuring and impairment
charges of $28.5 million in 2001 and $19.2 million in 2002. Management's actions
were aimed to position the Company for increased profitability when the
manufacturing economy stabilizes and returns to growth.

The Company's actions resulted in increased operating income in 2002
compared to 2001, despite flat sales. Operating income rose to $16.2 million in
2002, after restructuring and impairment charges of $19.2 million, compared to
an operating loss of $4.4 million in 2001, after restructuring and impairment
charges of $28.5 million and goodwill amortization of $3.7 million.

The Company's profitability improved again in first quarter 2003, on
continuing flat sales. Compared to first quarter 2002, operating income
increased 37%, or $2.5 million, to $9.3 million, on a 1% sales increase. First
quarter 2002 operating income was negatively impacted by $.6 million in
restructuring charges. During first quarter 2003, the Company continued to
reduce costs and restructure businesses, including closing another supply chain
logistics facility and selling two additional non-core manufacturing businesses.

The Company sold substantially all the assets of St. Louis Screw and Bolt
on January 29, 2003 and Green Bearing on February 21, 2003 for cash totaling
approximately $7.3 million.

The Company sold substantially all the assets of Castle Rubber Company on
April 26, 2002, for cash of approximately $2.5 million. The Company purchased
substantially all the assets of Ajax Magnethermic Corp. on September 10, 2002,
for cash of approximately $5.5 million.

On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"). Under FAS
142 the Company reviewed its goodwill
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and other intangible assets and recorded a non-cash goodwill impairment charge
of $48.8 million, which was recorded as the cumulative effect of a change in
accounting principle effective January 1, 2002.

RESULTS OF OPERATIONS

Three Months 2003 versus Three Months 2002

Net sales increased by $1.1 million, or 1%, from $153.8 million in first
quarter 2002 to $154.9 million in 2003. ILS net sales declined 4%, or $3.4
million, of which $.7 million related to the sale of Green Bearing and the
remainder primarily to continued volume weakness in customer industries.
Aluminum Products' net sales declined 9%, or $2.4 million, due to a $4.1 million
decrease relating to the ending of certain sales contracts, partially offset by
$1.7 million in new contracts and from higher volumes and price increases in
ongoing contracts. Manufactured Products net sales increased 22%, or $6.8
million, primarily due to increased sales in the induction business.

Gross profit increased by $2.7 million, or 12%, to $24.4 million for first
quarter 2003 from $21.7 million for first quarter 2002, and the Company's gross
margin increased to approximately 15.8% for first quarter 2003, from 14.1% for
first quarter 2002. ILS gross margin remained essentially flat, as savings from
restructuring and other cost reductions offset the absorption of fixed overhead
over a smaller sales base. Aluminum Products gross margin increased
significantly, primarily as a result of restructuring and cost reductions and
higher margins on new contracts. Gross margin in the Manufactured Products
segment improved, primarily as a result of increased sales and overhead
reductions in the induction business.

Selling, general and administrative expenses ("SG&A") increased by 6%, or
$.8 million, to $15.1 million for first quarter 2003 from $14.3 million for the
same period in 2002. SG&A increased by $1.6 million due to the net effect of
acquisitions and divestitures, partially offset by cost reductions in the ILS
and Aluminum segments. Consolidated SG&A expenses as a percentage of net sales
were 9.7% for the first three months of 2003 as compared to 9.3% for the first
three months of 2002, primarily due to a $.4 million reduction of net pension
credits reflecting less favorable returns on pension plan assets.

Interest expense increased $.1 million from $6.7 million in first quarter
2002 to $6.8 million in first quarter 2003 due to slightly higher average
interest rates in 2003. During the first three months of 2003, the Company
averaged outstanding borrowings of $327.0 million as compared to $337.4 million
for the corresponding period of the prior year. The $10.4 million decrease
related primarily to lower average working capital levels during the quarter and
cash from the sale of non-core manufacturing assets. The average interest rate
of 8.26% for the current quarter was 34 basis points higher than the average
rate of 7.92% for first quarter 2002.

The effective income tax rate for the three-month period ended March 31,
2003 was 5%, compared to 47% for the corresponding period in 2002. Only foreign
and certain state income taxes were provided for in 2003 because federal income
taxes were eliminated due to the recognition of net operating loss
carryforwards. At December 31, 2002, the company had net operating loss
carryforwards of approximately $25.6 million. Tax benefits related to these
carryforwards were fully reserved in 2002, because the Company was in a
three-year cumulative loss position.

LIQUIDITY AND SOURCES OF CAPITAL

The Company's liquidity needs are primarily for working capital and capital
expenditures. The Company's primary sources of liquidity have been funds
provided by operations and funds available from existing bank credit
arrangements and the sale of Senior Subordinated Notes. The Company is party to
a credit and security agreement dated December 21, 2000, as amended ("Credit
Agreement"), with a group of banks under which it may borrow up to $160.0
million secured by substantially all the assets of the Company. The Credit
Agreement expires on June 30, 2004. Amounts borrowed under the Credit Agreement
may be borrowed at Park-Ohio's election at either (i) the bank's prime lending
rate plus 50-150 basis points or (ii) LIBOR plus 275-350 basis points. The
Company's ability to select LIBOR-based interest and the interest

16

rate are dependent on the Company's ratio of senior funded indebtedness to
EBITDA, as defined in the Credit Agreement.

A detailed borrowing base formula provides borrowing capacity to the
Company based on percentages of eligible accounts receivable, inventory and
fixed assets. At March 31, 2003, the Company had approximately $35.4 million of
unused borrowing capacity available under the Credit Agreement.

Current financial resources (working capital and available bank borrowing
arrangements) and anticipated funds from operations are expected to be adequate
to meet current cash requirements. The future availability of bank borrowings is
based on the Company's ability to meet various financial covenants, which could
be materially impacted if negative economic trends continue. Failure to meet
financial covenants could materially impact the availability and interest rate
of future borrowings. At March 31, 2003, the Company is in compliance with all
financial covenants under the Credit Agreement.

The ratio of current assets to current liabilities was 2.10 at March 31,
2003 versus 2.15 at December 31, 2002. Working capital decreased by $1.1 million
to $144.3 million at March 31, 2003 from $145.4 million at December 31, 2002.

During first quarter 2003, the Company used $.8 million from operating
activities as compared to providing $5.4 million in first quarter 2002 due
primarily to the change in working capital accounts. During the first quarter,
the Company invested $3.8 million in capital expenditures and received $7.3
million from the sale of Green Bearing and St. Louis Screw and Bolt. These
activities, less a net pay-down of borrowings of $7.7 million, resulted in a
decrease in cash for the quarter of $4.9 million.

SEASONALITY; VARIABILITY OF OPERATING RESULTS

The Company's results of operations are typically stronger in the first six
months rather than the last six months of each calendar year due to scheduled
plant maintenance in the third quarter to coincide with customer plant shutdowns
and to holidays in the fourth quarter.

The timing of orders placed by the Company's 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 the
Company's 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 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. Certain statements in this Management's Discussion and
Analysis of Financial Condition and Results of Operations contain forward-
looking statements, including without limitation, credit availability, levels
and funding of capital expenditures and trends for the remainder of 2003.
Forward-looking statements are necessarily subject to risks, uncertainties and
other factors, many of which are outside our control, which could cause actual
results to differ materially from such statements. These uncertainties and other
factors include such things as: general business conditions, competitive
factors, including pricing pressures and product innovation; raw material
availability and pricing; changes in our relationships with customers and
suppliers; the ability of the Company to successfully integrate recent and
future acquisitions into its existing operations; changes in general domestic
economic conditions such as inflation rates, interest rates, foreign currency
exchange rates, tax rates and 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 our credit agreement and the
indenture governing the Senior Subordinated Notes; 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; dependence on the automotive and
heavy truck industries; dependence on key management; and

17

dependence on information systems. 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. 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 ACCOUNTANTS

The consolidated financial statements at March 31, 2003, and for the
three-month periods ended March 31, 2003 and 2002, have been reviewed, prior to
filing, by Ernst & Young LLP, the Company's independent accountants, and their
report is included herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market risk including changes in interest rates.
The Company is subject to interest rate risk on its floating rate revolving
credit facility, which consisted of borrowings of $106.5 million at March 31,
2003. A 100 basis point increase in the interest rate would have resulted in an
increase in interest expense of approximately $.3 million during the period.

The Company's foreign subsidiaries generally conduct business in local
currencies. During the first quarter of 2003, the Company recorded a favorable
foreign currency translation adjustment of $.7 million related to net assets
located outside the United States. This foreign currency translation adjustment
resulted primarily from the weakening of the United States dollar in relation to
the Canadian dollar and the euro. Our foreign operations are also subject to
other customary risks of operating in a global environment, such as unstable
political situations, the effect of local laws and taxes, tariff increases and
regulations and requirements for export licenses, the potential imposition of
trade or foreign exchange restrictions and transportation delays.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The Company's chief executive officer and chief financial officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in Rules 13a-14 (c) and 15d-14 (c) of the Securities
Exchange Act of 1934) as of a date (the "Evaluation Date") within 90 days before
the filing date of this quarterly report, have concluded that as of the
Evaluation Date, the Company's disclosure controls and procedures were effective
and designed to ensure that material information relating to the Company and the
Company's consolidated subsidiaries would be made known to them by others within
those entities.

(b) Changes in internal controls.

There were no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls subsequent to their
evaluation.

18

PART II

OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
first quarter of 2003.

ITEM 5. OTHER INFORMATION

The Company's Individual Account Retirement Plan of Park-Ohio Industries,
Inc. and Its Subsidiaries was subject to a "blackout period", as defined in
Regulation BTR (Blackout Trading Restriction), in connection with the conversion
to a new investment and administrative services provider. The blackout period
commenced on February 13, 2003 and ended on March 18, 2003. During that blackout
period, the ability of all participants in the plan to purchase, sell or
otherwise acquire or transfer an interest in plan assets, to make changes in
investment options, to initiate distribution or loans and to change payroll
deferral percentages was suspended. All of the Company's common stock was
subject to the blackout period. The person designated by the Company to respond
to inquiries about the blackout period was Elizabeth A. Boris c/o Park-Ohio
Industries, Inc., 23000 Euclid Avenue, Cleveland, Ohio 44117, telephone number
216-692-7200. The Company received notice of the blackout period from the plan
administrator on January 24, 2003, as required by Section 101 (i)(2)(E) of the
Employee Retirement Income Security Act of 1974. This disclosure is provided
pursuant to Item 11 of Form 8-K.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are included herein:

(15) Letter re: unaudited financial information

(99) Certification requirement under Section 906 of the Sarbanes-Oxley
Act of 2002

(b) The Company did not file any reports on Form 8-K during the three
months ended March 31, 2003.

19

SIGNATURE

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

PARK-OHIO HOLDINGS CORP.
------------------------------------
(Registrant)

By /s/ RICHARD P. ELLIOTT
-----------------------------------
Name: Richard P. Elliott
Title: Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)

Dated May 13, 2003
---------------------------------

20

CERTIFICATION

I, Edward F. Crawford, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Park-Ohio Holdings
Corp.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: May 12, 2003

By /s/ EDWARD F. CRAWFORD
-----------------------------------
Name: Edward F. Crawford
Title: Chairman, Chief Executive
Officer and President

21

CERTIFICATION

I, Richard P. Elliott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Park-Ohio
Holdings Corp.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: May 12, 2003

By /s/ RICHARD P. ELLIOTT
-----------------------------------
Name: Richard P. Elliott
Title: Vice President and Chief
Financial Officer

22

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
FOR THE QUARTER ENDED MARCH 31, 2003