NEWARK WEATHER

PARK OHIO HOLDINGS CORP Management’s Discussion and Analysis of Financial Condition and


Our consolidated financial statements include the accounts of Park-Ohio Holdings
Corp. and its subsidiaries. All intercompany transactions have been eliminated
in consolidation.

EXECUTIVE OVERVIEW

General

We are a diversified international company providing world-class customers with
a supply chain management outsourcing service, capital equipment used on their
production lines, and manufactured components used to assemble their products.
We operate through three reportable segments: Supply Technologies, Assembly
Components and Engineered Products. Refer to Part 1, Item 1. Business for
descriptions of our business segments.

COVID-19 Pandemic


In March 2020, the World Health Organization categorized the novel coronavirus
("COVID-19") as a pandemic, and it spread throughout the United States and other
countries around the world.  The pandemic has negatively impacted several of the
markets we serve, as well as contributed to a global semiconductor micro-chip
shortage, raw material price inflation, higher labor costs and various supply
chain constraints, including supplier delays that caused extended lead times and
increasing freight costs. In response to the ongoing COVID-19 pandemic, we
continue to manage our operating costs, including through actions to reduce
costs, including plant closure and consolidation, severance, and discretionary
spending cuts, and we are taking aggressive actions to improve results in
response to these macroeconomic conditions. We also continue to manage both
working capital and capital spending. Although there continues to be uncertainty
related to the anticipated impact and duration of the COVID-19 pandemic on our
future results, we believe our diversified portfolio of global businesses, our
liquidity position of $202.6 million as of December 31, 2021, and the steps we
have taken in both 2020 and 2021 to reduce costs leave us well-positioned to
manage our business through this crisis as it continues to unfold.

Subsequent Event


On January 28, 2022, the Company's Board of Directors declared a quarterly
dividend of $0.125 per common share. The dividend was paid on February 25, 2022,
to shareholders of record as of the close of business on February 11, 2022 and
resulted in cash payments of $1.6 million.

RESULTS OF OPERATIONS


This section of this Annual Report on Form 10-K generally discusses 2021 and
2020 items and year-to-year comparisons between 2021 and 2020. Discussions of
2019 items and year-over-year comparisons between 2020 and 2019 that are not
included in this Annual Report on Form 10-K can be found in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended
December 31, 2020.
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2021 Compared with 2020 and 2020 Compared with 2019

                                                                                                     2021 vs. 2020                               2020 vs. 2019
                                    2021               2020               2019              $ Change              % Change               $ Change              % Change
                                                                               (Dollars in millions, except per share data)
Net sales                       $ 1,438.0          $ 1,295.2          $ 1,618.3          $      142.8                    11  %       $      (323.1)                 (20) %
Cost of sales                     1,281.9            1,126.6            1,358.0                 155.3                    14  %              (231.4)                 (17) %
Gross profit                        156.1              168.6              260.3                 (12.5)                   (7) %               (91.7)                 (35) %
Gross profit as a percentage of
net sales                            10.9  %            13.0  %            16.1  %
Selling, general and
administrative ("SG&A")
expenses                            178.3              152.9              177.2                  25.4                    17  %               (24.3)                 (14) %
SG&A expenses as a percentage
of net sales                         12.4  %            11.8  %            10.9  %
Gain on sale of assets              (14.7)                 -                  -                 (14.7)                       *                   -                       *

Goodwill impairment                   4.6                  -                  -                   4.6                        *                   -                       *
Operating (loss) income             (12.1)              15.7               83.1                 (27.8)                 (177) %               (67.4)                 (81) %

Other components of pension
income and other postretirement
benefits expense, net                 9.7                7.3                5.6                   2.4                    33  %                 1.7                   30  %
Interest expense, net               (30.1)             (30.3)             (33.8)                  0.2                    (1) %                 3.5                  (10) %

(Loss) income before income
taxes                               (32.5)              (7.3)              54.9                 (25.2)                  345  %               (62.2)                (113) %
Income tax benefit (expense)          6.5                2.5              (15.2)                  4.0                   160  %                17.7                 (116) %

Net (loss) income                   (26.0)              (4.8)              39.7                 (21.2)                  442  %               (44.5)                (112) %
Net loss (income) attributable
to noncontrolling interest            1.2                0.3               (1.1)                  0.9                   300  %                 1.4                 (127) %

Net (loss) income attributable
to ParkOhio common shareholders $ (24.8) $ (4.5) $ 38.6 $ (20.3)

                  451  %       $       (43.1)                (112) %
(Loss) earnings per common
share attributable to ParkOhio
common shareholders
Basic                           $   (2.07)         $   (0.37)         $    3.16          $      (1.70)                  459  %       $       (3.53)                (112) %

Diluted                         $   (2.07)         $   (0.37)         $    3.12          $      (1.70)                  459  %       $       (3.49)                (112) %


* Calculation not meaningful

2021 Compared with 2020

Net Sales

Net sales increased 11% to $1,438.0 million in 2021 compared to $1,295.2 million
in 2020. This increase was primarily due to higher customer demand in our Supply
Technologies and Assembly Components business segments, partially offset by
lower demand in our Engineered Products segment.

The factors explaining the changes in segment net sales for the year ended
December 31, 2021 compared to the year ended December 31, 2020 are contained in
the “Segment Results” section below.

Cost of Sales & Gross Profit


Cost of sales increased 14% to $1,281.9 million in 2021 compared to $1,126.6
million in 2020. Gross margin decreased to 10.9% in 2021 compared to 13.0% in
2020. The increase in cost of sales and decrease in gross margin were due to the
increase in net sales described above and to expenses of $15.7 million in 2021
related to plant closure and consolidation,
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severance and other actions to reduce costs. 2020 included expenses of $5.1
million related to plant closure and consolidation, severance and other actions
to reduce costs.

SG&A Expenses

SG&A expenses increased to $178.3 million, or 12.4% of net sales, in 2020 from
$152.9 million, or 11.8% of net sales, in 2020. In response to significantly
lower demand levels caused by the COVID-19 pandemic in 2020, the Company took
immediate actions in many of its operations to reduce costs, including workforce
furloughs, permanent headcount reductions, salary and incentive compensation
reductions, and cuts in discretionary spending. As demand levels increased in
2021, a portion of the SG&A expense reduction from 2020 was restored to meet the
increasing demand. SG&A expenses in 2021 included $5.8 million of expenses
related to plant closure and consolidation, severance and other costs, $1.9
million of legal settlement expense and $1.0 million of acquisition-related
expenses.

Gain on Sale of Assets


During 2021, in connection with the plant closure and consolidation initiatives,
the Company sold real estate within the Engineered Products segment for cash
proceeds of $19.6 million, resulting in a gain of $14.2 million. In...



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