PARK OHIO HOLDINGS CORP
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
PKOH$43.39+9.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000076282-25-000104
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000076282-25-000116
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 104 previous paragraphs and 105 current paragraphs.
54 unchanged; 40 reworded; 11 added; 7 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Interest expense, net was $12.5 million in thethird quarter of 2025 compared to $12.1 million in the 2024 third quarter. The increase was due primarily to the higher interest rate on our newly issued 8.500% Senior Secured Notes due 2030 (the “2030 Notes”) compared to the 6.625% Senior Notes due 2027 (the “2027 Notes”), partially offset by lower interest rates on our revolving credit facility in the 2025 third quarter compared to the same quarter a year ago.
Current report
Loss on Extinguishment of Debt
Current report
During the third quarter of 2025, Park-Ohio Industries, Inc. (“Park-Ohio”) issued the 2030 notes and used the net proceeds, along with cash on hand, to redeem all of our outstanding 2027 Notes. In connection with this transaction, the Company recorded a $2.0 million loss on extinguishment of debt.
Current report
Income Tax Benefit
Current report
In the three months ended September 30, 2025, income tax benefit was $0.4 million on pre-tax income from continuing operations of $4.5 million. The tax benefit in the three-month period is primarily due to federal research and development tax credits benefit (“R&D benefit”).
Current report
In the three months ended September 30, 2024, income tax benefit was $0.6 million on pre-tax income from continuing operations of $12.6 million. The tax benefit in the three-month period included a benefit of $2.4 million primarily due to changes in estimates related to the prior year quarter's federal R&D benefit.
Current report
Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024
Current report
Loss on Extinguishment of Debt
Current report
During the first nine months of 2025, Park-Ohio issued the 2030 notes and used the net proceeds, along with cash on hand, to redeem all of our outstanding 2027 Notes. In connection with this transaction, the Company recorded a $2.0 million loss on extinguishment of debt.
Current report
In the nine months ended September 30, 2025, income tax expense was $3.3 million on pre-tax income of $24.9 million, representing an effective income tax rate of 13%. The effective income tax rate of 13% differed from the U.S. statutory rate primarily due to the R&D benefit.
Current report
In the nine months ended September 30, 2024, income tax expense was $5.3 million on pre-tax income of $40.0 million, representing an effective income tax rate of 13%. The effective income tax rate of 13% differed from the U.S. statutory rate primarily due to the R&D benefit.
Removed paragraphs (7)
Previous report
Subsequent Events
Previous report
On July 31, 2025, Park-Ohio Industries, Inc. (“Park-Ohio”), a subsidiary of Park-Ohio Holdings Corp., completed its offering of $350.0 million aggregate principal amount of senior secured notes due 2030 (the "New Notes") in a private offering. The New Notes were priced at 99.50% of par and bear an interest rate of 8.50% per annum. The New Notes are senior secured obligations of Park-Ohio and are guaranteed (with certain exceptions) by Park-Ohio's domestic subsidiaries that guarantee the debt under Park-Ohio's Seventh Amended and Restated Credit Agreement (the "Credit Agreement") on a senior secured basis. Park-Ohio intends to use the net proceeds from the offering of the New Notes, along with cash on hand, to redeem all $350.0 million aggregate principal amount of its outstanding 6.625% Senior Notes due 2027 (the “Notes”) and pay related fees and expenses.
Previous report
Interest expense, net was $11.2 million in thesecond quarter of 2025 compared to $12.0 million in the 2024 second quarter. The decrease was due primarily to lower interest rates and lower average outstanding debt balances in the 2025 second quarter compared to the same quarter a year ago.
Previous report
The effective income tax rates of 17% and 19% for the three months ended June 30, 2025 and 2024, respectively, differed from the U.S. federal statutory rate of 21% (the “U.S. statutory rate”) due primarily to federal research and development tax credit benefit (“R&D benefit”), partially offset by income earned at certain of our foreign entities that are taxed at higher rates than the U.S. statutory rate.
Previous report
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
Previous report
Income Tax Expense
Previous report
The effective income tax rates of 18% and 22% for the six months ended June 30, 2025 and 2024, respectively, differed from the U.S. statutory rate of due primarily to the R&D benefit and income earned at certain of our foreign entities that are taxed at higher rates than the U.S. statutory rate.
Reworded paragraphs (40)
Previous wording
Net sales decreased 7.5% to $400.1 million in the second quarter of 2025 compared to $432.6 million in the same period in 2024. This decrease was primarily due to lower demand in all three of our business segments.
Current wording
Net sales decreased 4.5% to $398.6 million in the third quarter of 2025 compared to $417.6 million in the same period in 2024. This decrease was primarily due to lower demand in each of our business segments.
Previous wording
Cost of sales decreased to $331.9 million in the second quarter of 2025 compared to $359.4 million in the same period in 2024. The decrease in cost of sales was primarily due to the decrease in net sales for the 2025 period compared to the corresponding period in 2024, plus the impact of ongoing profit improvement initiatives. Gross margin improved to 17.0% in the 2025 period compared to 16.9% in the corresponding 2024 period, as cost-containment measures helped offset the lower sales levels.
Current wording
Cost of sales decreased to $332.0 million in the third quarter of 2025 compared to $345.3 million in the same period in 2024. The decrease in cost of sales was primarily due to the decrease in net sales in the 2025 period compared to the corresponding period in 2024 and the impact of ongoing profit improvement initiatives. Gross margin was 16.7% in the 2025 period compared to 17.3% in the corresponding 2024 period, with the decrease driven by the decrease in net sales described above.
Previous wording
SG&A expenses were $46.8 million in the second quarter of 2025 compared to $47.4 million in the comparable period in 2024, a decrease of 1.3%. As a percentage of net sales, SG&A expenses were 11.7% in the second quarter of 2025 compared to 11.0% in corresponding 2024 period. These increases were driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.
Current wording
SG&A expenses were $46.5 million in the third quarter of 2025 compared to $47.8 million in the comparable period in 2024, a decrease of 2.7%. As a percentage of net sales, SG&A expenses were 11.7% in the third quarter of 2025 compared to 11.4% in corresponding 2024 period. The increase as a percentage of net sales was driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.
Previous wording
During the second quarter of 2024, the Company recorded charges of $1.3 million in connection with restructuring and other special charges, spread across our business segments, which included $0.4 million in our Supply Technologies segment, $0.5 million in our Assembly Components segment and $0.4 million in our Engineered Products segment.
Current wording
During the third quarter of 2025, the Company recorded charges of $2.8 million in connection with restructuring and other special charges, which included $1.0 million in our Supply Technologies segment, $1.3 million in our Assembly Components segment, $0.3 million in our Engineered Products segment and $0.2 million at Corporate.
Previous wording
During the second quarter of 2024, the Company recorded charges of $1.2 million in connection with restructuring and other special charges, primarily in our Engineered Products segment.
Current wording
During the third quarter of 2024, the Company recorded charges of $0.9 million in connection with restructuring and other special charges, which included $0.5 million in our Assembly Components segment and $0.4 million in our Engineered Products segment.
Previous wording
Other components of pension and OPEB income, net was $1.8 million in the quarter ended June 30, 2025 compared to $1.4 million in the corresponding quarter in 2024. This increase was due to lower net actuarial losses impacting 2025 compared to 2024.
Current wording
Other components of pension and OPEB income, net was $1.7 million in the quarter ended September 30, 2025 compared to $1.1 million in the corresponding quarter in 2024. This increase was due to lower net actuarial losses impacting 2025 compared to 2024.
Previous wording
Net sales decreased 5.3% to $805.5 million in the first six months of 2025 compared to $850.2 million in the same period in 2024. This decrease was primarily due to lower demand in our Supply Technologies and Assembly Components segments.
Current wording
Net sales decreased 5.0% to $1,204.1 million in the first nine months of 2025 compared to $1,267.8 million in the same period in 2024. This decrease was primarily due to lower demand in each of our business segments.
Previous wording
The factors explaining the changes in segment net sales for the six months ended June 30, 2025 compared to the corresponding 2024 period are contained in the “Segment Results” section below.
Current wording
The factors explaining the changes in segment net sales for the nine months ended September 30, 2025 compared to the corresponding 2024 period are contained in the “Segment Results” section below.
Previous wording
Cost of sales decreased to $669.2 million in the first six months of 2025 compared to $705.6 million in the same period in 2024, driven by the decrease in net sales described above. Gross margin was 16.9% in the 2025 period compared to 17.0% in the corresponding 2024 period. The year-over-year gross margin decrease was driven by the decrease in net sales described above, partially offset by cost-containment measures due to lower sales levels.
Current wording
Cost of sales decreased to $1,001.2 million in the first nine months of 2025 compared to $1,050.9 million in the same period in 2024, driven by the decrease in net sales described above and the impact of ongoing profit improvement initiatives. Gross margin was 16.9% in the 2025 period compared to 17.1% in the corresponding 2024 period. The year-over-year gross margin decrease was driven by the decrease in net sales described above.
Previous wording
SG&A expenses were $95.0 million in the first six months of 2025, compared to $94.5 million in the same period in 2024, an increase of 0.5%. As a percentage of net sales, SG&A expenses were 11.8% in the first six months of 2025 compared to 11.1% in the comparable period in 2024. These increases were driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.
Current wording
SG&A expenses were $141.5 million in the first nine months of 2025, compared to $142.3 million in the same period in 2024, a decrease of 0.6%. As a percentage of net sales, SG&A expenses were 11.8% in the first nine months of 2025 compared to 11.2% in the comparable period in 2024. This increase as a percentage of net sales was driven by ongoing inflation, higher employee costs and fixed SG&A costs over lower sales levels.
Previous wording
During the first six months of 2025, the Company recorded $2.3 million in connection restructuring and other special charges which included $0.4 million in our Supply Technologies segment, $0.7 million in our Assembly Components segment and $1.2 million in our Engineered Products segment.
Current wording
During the first nine months of 2025, the Company recorded $5.1 million in connection restructuring and other special charges which included $1.4 million in our Supply Technologies segment, $2.0 million in our Assembly Components segment, $1.5 million in our Engineered Products segment and $0.2 million at Corporate.
Previous wording
During 2024, the Company recorded $1.2 million in connection restructuring and other special charges, primarily in our Engineered Products segment, as well as acquisition-related charges of $0.3 million in connection with the acquisition of EMA Indutec GmbH (“EMA”)
Current wording
During the first nine months of 2024, the Company recorded $2.1 million in connection restructuring and other special charges, primarily in our Assembly Components and Engineered Products segments, as well as acquisition-related charges of $0.3 million in connection with the acquisition of EMA Indutec GmbH (“EMA”).
Previous wording
Other components of pension and OPEB income, net was $3.6 million in the first six months of 2025 compared to $2.7 million in the corresponding period in 2024. This increase was due to lower net actuarial losses impacting 2025 compared to 2024.
Current wording
Other components of pension and OPEB income, net was $5.3 million in the first nine months of 2025 compared to $3.8 million in the corresponding period in 2024. This increase was due to lower net actuarial losses impacting 2025 compared to 2024.
Previous wording
Interest expense, net was $22.2 million in the first six months of 2025 compared to $23.9 million in the 2024 period. The decrease was due primarily to lower interest rates and lower average outstanding debt balances in the 2025 period compared to the same period a year ago.
Current wording
Interest expense, net was $34.7 million in the first nine months of 2025 compared to $36.0 million in the 2024 period. The decrease was due primarily to lower interest rates on our revolver and lower average outstanding debt balances in the 2025 period compared to the same period a year ago, both partially offset by higher interest on our 2030 Notes at 8.500% compared to the 2027 Notes at 6.625%.
Previous wording
Net sales decreased 7.7% in the three months ended June 30, 2025 compared to the 2024 period due primarily to lower customer demand in certain end markets in our supply chain business, including power sports, heavy duty truck and bus, industrial equipment and aerospace and defense, partially offset by increases in the electrical and semiconductor end markets. Sales in our fastener manufacturing business were down 10% year-over-year, driven by overall market softness.
Current wording
Net sales decreased 4.6% in the three months ended September 30, 2025 compared to the 2024 period due primarily to lower customer demand in certain key North American end markets, including industrial equipment, bus and coach and consumer electronics, partially offset by increases in the electrical, heavy-duty truck, semiconductor and agricultural end markets. Sales in our fastener manufacturing business were down 8.3% year-over-year, driven by overall market softness.
Previous wording
Segment operating income was $16.3 million in the 2025 period compared to $19.0 million in the 2024 period. Operating income margin was 8.7% in the 2025 quarter compared to 9.4% in the 2024 period. In the 2025 period, profit-enhancement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $0.4 million and $0.2 million, respectively.
Current wording
Segment operating income was $17.4 million in the 2025 period compared to $20.5 million in the 2024 period. Operating income margin was 9.4% in the 2025 quarter compared to 10.5% in the 2024 quarter. In the 2025 period, profit-enhancement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In the 2025 period, charges related to restructuring and other special charges were $1.0 million.
Previous wording
Net sales decreased 6.2% in the six months ended June 30, 2025 compared to the 2024 period due primarily to lower customer demand in certain end markets in our supply chain business, including power sports, heavy duty truck and bus, industrial and agricultural equipment and aerospace and defense, partially offset by increases in the electrical and semiconductor end markets. Sales in our fastener manufacturing business were down 10% year-over-year, driven by overall market softness.
Current wording
Net sales decreased 5.7% in the nine months ended September 30, 2025 compared to the 2024 period due primarily to lower customer demand in certain end markets in our supply chain business, including power sports, heavy-duty truck and bus, industrial and agricultural equipment and aerospace and defense, partially offset by increases in the electrical and semiconductor end markets. Sales in our fastener manufacturing business were down 9.2% year-over-year, driven by overall market softness.
Previous wording
Segment operating income was $34.1 million in the 2025 period compared to $38.5 million in the 2024 period. Operating income margin was 9.1% in the six month ended June 30, 2025 compared to 9.6% in the 2024 period. In the 2025 period, profit-enhancement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $0.4 million and $0.2 million, respectively.
Current wording
Segment operating income was $51.5 million in the 2025 period compared to $59.0 million in the 2024 period. Operating income margin was 9.2% in the nine months ended September 30, 2025 compared to 9.9% in the 2024 period. In the 2025 period, profit-enhancement actions, including alignment of variable costs to lower demand levels, partially offset the impact of lower sales levels on profitability. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $1.4 million and $0.2 million, respectively.
Previous wording
Net sales decreased 7.8% in the three months ended June 30, 2025 compared to the 2024 period. Sales were lower quarter-over-quarter due primarily to lower unit volumes in our fuel rail and extruded rubber products, customer delays on new business launches, and favorable pricing that ended in 2024 on certain legacy programs
Current wording
Net sales decreased 1.7% in the three months ended September 30, 2025 compared to the 2024 period. Sales were lower quarter-over-quarter due primarily to lower unit volumes in our fuel rail and extruded rubber products, customer production delays on new business launches, and favorable pricing that ended in 2024 on certain legacy programs.
Previous wording
Segment operating income in the 2025 period decreased by $1.3 million, and segment operating income margin decreased by 80 basis points compared to the corresponding period of 2024. The decreases in operating income and margin in the second quarter of 2025 compared to the 2024 period were due to the lower unit volumes. The 2025 period also included $0.5 million of charges related to restructuring and other special charges.
Current wording
Segment operating income in the 2025 period decreased by $1.4 million, and segment operating income margin decreased by 140 basis points, compared to the corresponding period of 2024. The decreases in operating income and margin in the second quarter of 2025 compared to the 2024 period were due to the lower unit volumes. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $1.3 million and $0.5 million, respectively.
Previous wording
Net sales were $192.0 million, or 8.7%, lower in the six months ended June 30, 2025 compared to the 2024 period. The decrease was due primarily to lower unit volumes in our fuel rail and extruded rubber products, customer delays on new business launches, and favorable pricing that ended in 2024 on certain legacy programs
Current wording
Net sales were $289.0 million, or 6.5% lower, in the nine months ended September 30, 2025 compared to the 2024 period. The decrease was due primarily to lower unit volumes in our fuel rail and extruded rubber products, customer production delays on new business launches, and favorable pricing that ended in 2024 on certain legacy programs.
Previous wording
Segment operating income decreased to $10.9 million in the six months ended June 30, 2025 compared to $15.5 million in the 2024 period. The decrease was due to the lower unit volumes. The 2025 period also included $0.7 million of charges related to restructuring and other special charges.
Current wording
Segment operating income decreased to $15.6 million in the nine months ended September 30, 2025 compared to $21.6 million in the 2024 period. The decrease was due to the lower unit volumes. In the 2025 and 2024 periods, charges related to restructuring and other special charges were $2.0 million and $0.5 million, respectively.
Previous wording
Net sales were $117.9 million in the 2025 second quarter, a decrease of 7.1%, compared to $126.9 million in last year's second quarter. The year-over-year decrease was driven by lower sales in our capital equipment business in North America, partially offset by sales growth in Europe and Asia. In our forged and machined products business, second quarter 2025 sales were down 22% compared to the same quarter a year ago, driven by order delays and closure of a small manufacturing operation in 2024.
Current wording
Net sales were $116.1 million in the 2025 third quarter, a decrease of 6.7%, compared to $124.4 million in last year's third quarter. The year-over-year decrease was driven by lower sales in our capital equipment business in North America and Asia, partially offset by sales growth in Europe. In our forged and machined products business, third quarter 2025 sales were down 5.0% compared to the same quarter a year ago, driven by the closure of a small manufacturing operation in 2024 and demand softness in the rail car end market.
Previous wording
Segment operating income in the 2025 period decreased by $0.3 million compared to the corresponding 2024 period. The decrease in the 2025 period was driven by the lower sales, partially offset by operational efficiencies, alignment of variable costs to lower demand levels and other profit-enhancement initiatives. The 2025 and 2024 periods also included $0.4 million and $1.0 million, respectively, of charges related to restructuring and other special charges.
Current wording
Segment operating income in the 2025 period decreased by $1.4 million compared to the corresponding 2024 period. The decrease in the 2025 period was driven by the lower sales, partially offset by operational efficiencies, alignment of variable costs to lower demand levels and other profit-enhancement initiatives. The 2025 and 2024 periods also included $0.3 million and $0.4 million, respectively, of charges related to restructuring and other special charges.
Previous wording
Net sales were $238.6 million in the six months ended June 30, 2025 compared to $240.4 million in comparable 2024 period. The year-over-year decrease was driven by lower sales in our forged and machined products business, driven by order delays and closure of a small manufacturing operation in 2024, offset by a 5% increase in sales at our industrial equipment business.
Current wording
Net sales were $354.7 million in the nine months ended September 30, 2025 compared to $364.8 million in comparable 2024 period. The year-over-year decrease was driven by lower sales in our forged and machined products business, driven by lower orders, order delays and closure of a small manufacturing operation in 2024, offset by a $2.0 million increase in sales at our industrial equipment business.
Previous wording
Segment operating income in the 2025 and 2024 periods was $9.8 million. The 2025 and 2024 periods also included $1.2 million and $1.3 million, respectively, of charges related to restructuring and other special charges.
Current wording
Segment operating income in the 2025 period decreased by $1.4 million compared to the corresponding 2024 period, driven by the lower sales levels. The 2025 and 2024 periods also included $1.5 million and $1.7 million, respectively, of charges related to restructuring and other special charges.
Previous wording
In the six months ended June 30, 2025, we utilized cash of $23.7 million compared to $0.4 million in the same period of 2024. Cash flow from operating activities was lower in 2025 due to higher working capital needs, primarily higher accounts receivable and lower accrued expenses.
Current wording
In the nine months ended September 30, 2025, we utilized cash of $6.4 million compared to $8.6 million of cash generated in the same period of 2024. Cash flow from operating activities was lower in 2025 due to lower profitability and higher working capital needs.
Previous wording
Capital expenditures were $16.9 million in the six months ended June 30, 2025 and were primarily to provide increased capacity for future growth in our Engineered Products and Assembly Components segments, to maintain existing operations and for information system implementations.
Current wording
Capital expenditures of $27.6 million in the nine months ended September 30, 2025 were primarily to provide increased capacity for future growth in our Engineered Products and Assembly Components segments, to maintain existing operations and for information system implementations.
Previous wording
Capital expenditures were $13.2 million in the six months ended June 30, 2024 and were primarily to provide increased capacity for future growth in our Engineered Products and Assembly Components segments, to maintain existing operations and for information system implementations. Additionally, during the six months ended June 30, 2024, the Company paid $11.0 million, net of cash acquired for the EMA acquisition.
Current wording
Capital expenditures of $22.3 million in the nine months ended September 30, 2024 were primarily to provide increased capacity for future growth in our Engineered Products and Assembly Components segments, to maintain existing operations and for information system implementations. Additionally, during the nine months ended September 30, 2024, the Company paid $11.0 million, net of cash acquired, for the EMA acquisition.
Previous wording
During the six months ended June 30, 2025, we had net debt borrowings of $36.7 million to fund capital expenditures and working capital needs. In addition, the Company made cash dividend payments to shareholders totaling $3.6 million.
Current wording
During the nine months ended September 30, 2025, we had net debt borrowings of $46.0 million to fund capital expenditures and working capital needs. In addition, Park-Ohio issued the 2030 notes and used the net proceeds, along with cash on hand, to redeem all of our outstanding 2027 Notes, which resulted in a cash outlay of $6.5 million for debt refinancing fees and expenses. We also made cash dividend payments totaling $6.0 million.
Previous wording
During the six months ended June 30, 2024, we had net debt borrowings of $41.7 million to fund capital expenditures and the EMA acquisition. In addition, in the six months ended June 30, 2024, the Company made scheduled payments related to prior acquisitions totaling $0.7 million and made cash dividend payments to shareholders totaling $3.3 million.
Current wording
During the nine months ended September 30, 2024, we had net debt borrowings of $18.4 million to fund capital expenditures and the EMA acquisition. In addition, in the nine months ended September 30, 2024, the Company generated proceeds from common stock issuances totaling $24.7 million, made scheduled payments related to prior acquisitions totaling $2.2 million and made cash dividend payments totaling $5.4 million.
Previous wording
Our liquidity needs are primarily for working capital, capital expenditures, dividends and acquisitions. Our primary sources of liquidity have been funds provided by operations, funds available from existing bank credit arrangements and the sale of our debt securities. Our existing financial resources (working capital, available bank borrowing arrangements and our at-the-market program) and anticipated cash flow from operations are expected to be adequate to meet anticipated cash requirements for at least the next twelve months and the foreseeable future thereafter, including but not limited to our ability to maintain current operations and fund capital expenditure requirements, service our debt, pursue acquisitions, pay dividends and repurchase common shares. For more information about our at the market program and other sales of common stock, see Note
Current wording
Our liquidity needs are primarily for working capital, capital expenditures, dividends and acquisitions. Our primary sources of liquidity have been funds provided by operations, funds available from existing bank credit arrangements and the sale of our debt securities. Our existing financial resources (working capital, available bank borrowing arrangements and our at-the-market program) and anticipated cash flow from operations are expected to be adequate to meet anticipated cash requirements for at least the next twelve months and the foreseeable future thereafter, including but not limited to our ability to maintain current operations and fund capital expenditure requirements, service our debt, pursue acquisitions, pay dividends and repurchase common shares. For more information about our at the market program and other sales of common stock, see Note 13, “Weighted-Average Number of Shares Used in Computing Earnings Per Share,” to the condensed consolidated financial statements, included elsewhere herein.
Previous wording
As of June 30, 2025, we had total liquidity of $189.4 million, which included $45.6 million of cash and cash equivalents and $143.8 million of unused borrowing availability under our credit agreements, which includes $8.5 million of suppressed availability.
Current wording
As of September 30, 2025, we had total liquidity of $187.4 million, which included $50.8 million of cash and cash equivalents and $136.6 million of unused borrowing availability under our credit agreements, which includes $10.6 million of suppressed availability.
Previous wording
The Company had cash and cash equivalents held by foreign subsidiaries of $34.8 million at June 30, 2025 and $43.4 million at December 31, 2024. We do not expect restrictions on repatriation of cash held outside the U.S. to have a material effect on our overall liquidity, financial condition or results of operations for the foreseeable future.
Current wording
The Company had cash and cash equivalents held by foreign subsidiaries of $38.1 million at September 30, 2025 and $43.4 million at December 31, 2024. We do not expect restrictions on repatriation of cash held outside the U.S. to have a material effect on our overall liquidity, financial condition or results of operations for the foreseeable future.
Previous wording
In April 2017, Park-Ohio completed the sale, in a private placement, of $350.0 million aggregate principal amount of the Notes. The net proceeds from the issuance of the Notes were used to repay in full our previously outstanding 8.125% Senior Notes due 2021 and our outstanding term loan, and to repay a portion of the borrowings then outstanding under our revolving credit facility. On July 31, 2025, Park-Ohio completed its offering of $350.0 million aggregate principal amount of the New Notes in a private offering. Park-Ohio intends to use the net proceeds from the offering of the New Notes, along with cash on hand, to redeem all of the outstanding Notes. See the Condensed Consolidation Financial Statements Note 14 for further discussion.
Current wording
On July 31, 2025, Park-Ohio completed the sale, in a private offering, of $350.0 million aggregate principal amount of the 2030 Notes. The net proceeds from the offering of the 2030 Notes, along with cash on hand, were used to repay in full our 2027 Notes and pay related fees and expenses.
Previous wording
In July 2025, Park-Ohio entered into an amendment to the Credit Agreement in order to, among other things, extend the maturity date to the fifth anniversary from the closing of the amendment.
Current wording
On July 17, 2025, Park-Ohio amended its Seventh Amended and Restated Credit Agreement (the “Credit Agreement”), in order to, among other things, (a) extend the maturity date to the fifth anniversary from the closing of the revolving credit facility amendment, (b) permit the issuance of the 2030 Notes and (c) permit the 2030 Notes to be secured by (i) a first-priority lien on the substantially all of the U.S. equipment (including machinery) of the Park-Ohio and the Park-Ohio’s existing and future domestic subsidiaries (the “Guarantors”) that guarantee debt under the Credit Agreement (the “Notes Priority Collateral”) and (ii) a second-priority lien (junior to the Credit Agreement) on substantially all of the U.S. assets of Park-Ohio and the Guarantors (including the 65% pledge of the foreign equity owned by the Guarantors), other than assets constituting Notes Priority Collateral, securing the revolving credit facility (the “ABL Priority Collateral”). The Credit Agreement provides for a revolving credit facility in the amount of $405.0 million, including a $40.0 million Canadian revolving subcommitment and a European revolving subcommitment in the amount of $30.0 million. Pursuant to the Credit Agreement, Park-Ohio has the option to increase the availability under the revolving credit facility.
Previous wording
As of June 30, 2025, the Company had finance leases totaling $15.1 million.
Current wording
As of September 30, 2025, the Company had finance leases totaling $15.3 million.
Previous wording
The future availability of bank borrowings under the revolving credit facility provided by the Credit Agreement is based on (1) our calculated availability under the Credit Agreement and (2) if such calculated availability decreases below $50.625 million, our ability to meet a debt service ratio covenant. If our calculated availability is less than $50.625 million, our debt service coverage ratio must be greater than 1.0. At June 30, 2025, our calculated availability under the Credit Agreement was $102.7 million; therefore, the debt service ratio covenant did not apply.
Current wording
The future availability of bank borrowings under the revolving credit facility provided by the Credit Agreement is based on (1) our calculated availability under the Credit Agreement and (2) if such calculated availability decreases below $50.625 million, our ability to meet a debt service ratio covenant. If our calculated availability is less than $50.625 million, our debt service coverage ratio must be greater than 1.0. At September 30, 2025, our calculated availability under the Credit Agreement was $93.2 million; therefore, the debt service ratio covenant did not apply.
Previous wording
The Company declared and paid dividends to shareholders of $3.6 million during the six months ended June 30, 2025. On July 18, 2025, the Company's Board of Directors declared a quarterly dividend of $0.125 per common share. The dividend will be paid on August 15, 2025 to shareholders of record as of the close of business on August 1, 2025 and will result in a cash outlay of approximately $1.8 million. Although we currently intend to pay a quarterly dividend on an ongoing basis, all future dividend declarations will be at the discretion of our Board of Directors and dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors may deem relevant.
Current wording
The Company declared and paid dividends to shareholders of $5.4 million during the nine months ended September 30, 2025. On October 31, 2025, the Company's Board of Directors declared a quarterly dividend of $0.125 per common share. The dividend will be paid on November 28, 2025 to shareholders of record as of the close of business on November 14, 2025 and will result in a cash outlay of approximately $1.8 million. Although we currently intend to pay a quarterly dividend on an ongoing basis, all future dividend declarations will be at the discretion of our Board of Directors and dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors may deem relevant.
Previous wording
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; the amounts and timing, if any, of purchases of our common stock; changes in general 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 those related to the current global uncertainties and crises, such as tariffs and surcharges; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities, including the conflicts between Russia and Ukraine and in the Middle East, or political unrest, including the rising tension between China and the United States; public health issues, including the outbreak of infectious diseases and any impact on our facilities and operations and our customers and suppliers; 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; potential disruption due to a partial or complete reconfiguration of the European Union; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment or import and export controls and other trade barriers; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims and disputes with customers; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending; our ability to negotiate contracts with labor unions; our dependence on key management; our dependence on information systems; our ability to continue to pay cash dividends, and the timing and amount of any such dividends; 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, 2024. 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.
Current wording
These forward-looking statements, including statements regarding future performance of the Company, that are subject to 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 that could cause actual results to differ materially from expectations include, but are not limited to, the following: the impact supply chain and logistic issues have on our business, results of operations, financial position and liquidity; our substantial indebtedness; the uncertainty of the global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; the impact of labor disturbances affecting our customers; raw material availability and pricing; fluctuations in energy costs; 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; the amounts and timing, if any, of purchases of our common stock; changes in general 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 those related to the current global uncertainties and crises, such as tariffs and surcharges; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities, including the conflicts between Russia and Ukraine and in the Middle East, or political unrest, including the rising tension between China and the United States; public health issues, including the outbreak of infectious diseases and any impact on our facilities and operations and our customers and suppliers; 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; potential disruption due to a partial or complete reconfiguration of the European Union; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment or import and export controls and other trade barriers; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims and disputes with customers; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending; our ability to negotiate contracts with labor unions; our dependence on key ma…
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Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
13, “Weighted-Average Number of Shares Used in Computing Earnings Per Share,” to the condensed consolidated financial statements, included elsewhere herein.
Previous report — wording carried elsewhere
In September 2023, Park-Ohio amended its Credit Agreement. The Credit Agreement provides for a revolving credit facility in the amount of $405.0 million, including a $40.0 million Canadian revolving subcommitment and a European revolving subcommitment in the amount of $30.0 million. Pursuant to the Credit Agreement, Park-Ohio has the option to increase the availability under the revolving credit facility by an aggregate incremental amount up to $70.0 million. The Credit Agreement was scheduled to mature on January 14, 2027. In July 2025, Park-Ohio entered into an amendment to the Credit Agreement in order to, among other things, extend the maturity date to the fifth anniversary from the closing of the amendment.
Previous report — wording carried elsewhere
These forward-looking statements, including statements regarding future performance of the Company, that are subject to 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 that could cause actual results to differ materially from expectations include, but are not limited to, the following: the impact supply chain and logistic issues have on our business, results of operations, financial position and liquidity; our substantial indebtedness; the uncertainty of the global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; the impact of labor disturbances affecting our customers; raw material availability and pricing; fluctuations in energy costs;