Good morning and welcome to the Park-Ohio First Quarter 2017 Results Conference Call. At this time, all participants are in a listen-only mode. After the presentation, the company will conduct a question-and-answer session. Today's conference is also being recorded. If you have any objections, you may disconnect at this time. Before we get started, I want to remind everyone that certain statements made on today's call maybe forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. A list of relevant risks and uncertainties maybe found in the earnings press release as well as in the company's 2016 10-K, which was filed on March 9, 2017 with the SEC. Additionally, the company may discuss as-adjusted earnings and EBITDA as defined, as adjusted earning and EBITDA as defined are not measures of performance under Generally Accepted Accounting Principles. For a reconciliation of net income to as adjusted earnings and for reconciliation of net income attributable to Park-Ohio common shareholders to EBITDA as defined, please refer to the company's recent earnings release. I’d now like to turn the conference over to Mr. Edward Crawford, Chairman and CEO. Please proceed, Mr. Crawford.

Good morning, ladies and gentlemen, Welcome to the first quarter 2017 review of Park-Ohio results. I’d like to turn over the microphone to Matthew Crawford, COO, of the company.

Thank you, and good morning. Before I review our Q1 2017 results in detail, I want to summarize some of the positive start to the year on three separate fronts. First from an operating perspective, Q1 results were ahead of our internal expectations and significantly higher than our results from last year. Sales were up 5% year-over-year and 12% sequentially from the fourth quarter. In addition to profit flow through from higher sales in several of our business units, our results also benefited from the cost reduction actions that we took in 2016 to reduce headcount and other fixed cost. On the bottom line, our Q1 2017 adjusted EPS was up 48% over last year. Second on the strategic front and will discuss in more detail today the debt refinancing activity that we announced last month. These activities included issuing $350 million of new senior unsecured notes with a much lower interest rate compared to our previously issued notes and entering into an amended credit facility with higher capacity and more favorable terms. The debt refinancing provides us with increased liquidity, which approximated $250 million as of March 31st on a pro forma basis. The refinancing provided us significant flexibility to grow our business. We’re confident these actions will deliver increased shareholder value over the next several years. And third, the GH Electrotermia acquisition that we made in December 2016 is performing to expectations. This value creating synergistic acquisition is complementary to our existing induction hardening business, a perfect example of our current M&A strategy. We're confident that GH will enable us to accelerate out growth in this space and deliver value in the future. Let's move now to our detailed results for the first quarter. Sales were up 5% year-over-year to $344 million compared to $328 million a year…

Well, thanks, Matt. Okay, I have been asked a number of times in the last couple of weeks here why are refinancing at this point? Why do we go to the bond market and why now? I’d just like to give you a couple of thoughts on that. We continue to plan here at Park-Ohio, a company in the future with revenues of over $2 billion that is maintain – we’ve maintained that goal and we felt this is important time on the patience that we considered interest rates were probably going to go up in three years to test the market. We’ll begin the process by visiting agencies in New York City to make sure that we were thinking along the same lines that was very, very positive news. We entered and we had the target at mind of $250 million, number one. Number two, we wanted to get a rate below with the current rate and the bonds were of eight and eight, so $350 million below the rate and we were able to going into the market in a very relatively short period of time. And not only get the $350 million, but at 6.625, which is a 0.5 spread. The math on the $350 million, or 0.5, over a ten year period is an astronomical number. What was really exciting about the trip that Matt and I spent calling on people the top – top talk credit, analysis people in the country, we've already said good bondholders, but in a facet of getting the $350 million we feel really, really good about the credit worthiness that they have in their mind at Park-Ohio after 25 years of effort here. And they continue to visit the idea that we stay in the business. We’re an industrial developing…

We will now be conducting a question-and-answer session. [Operator Instructions] Our first question comes from Steve Barger with KeyBanc Capital Markets. Please proceed with your question.

Hey, good morning. It’s Ken Newman on for Steve.

Okay, Ken. How are you?

Good, thanks. Just want a quick clarification on the maintained guidance. Are you – I think last quarter you had mentioned 10% sales guidance for the year. Are you maintaining that guidance?

Ken, this is Pat Fogarty. We are still maintaining the 10% growth over last year.

Okay, wanted to make sure. Engineered, did have a pretty good quarter year-over-year, but it was a little light of where we were anticipating. So can you just provide any color on the visibility in that business? Obviously, I know orders can be lumpy, but curious how much of that – of the backlog is expected to be delivered in the year you mentioned that orders where the highest for industrial, you seen in a while. So when should we expect those to monetize?

Yeah, this is Matt speaking. It – the vast majority – the majority of that business I should say is related to the equipment group and then candidly that is where our visibility is the weakest. And it is a part of the business that has continued to struggle particularly in the phase of commodity weakness most notably oil and gas and steel. We have seen some rebound on the hardening side, that’s why we added the GH acquisition. So, finishing product for the aerospace and automotive and other transportation industries has been a little sign of strength. A little brueing of oil and gas has been helpful at some point there needs to be a reinvestment cycle there regardless of the oil price. But the reality of it is we have very limited visibility other than what we see sort of concurrent with the order book. So – to answer your question, the visibility in that part of the business is not great. The smaller part of the business, which is the forging business, we do have pretty good visibility. Unfortunately, it’s not good. The locomotive market continues to be significantly down year-over-year and we expect that to extend through the rest of the year. The railcar market also is down significantly year-over-year. We expect that to extend through the year. So, those businesses will continue to be down for the rest of 2017 versus 2016.

Got it.

Having said that accounts due get a fair bit easier as the year goes on. So I expect to see traction in that business, unfortunately of a very low base.

Right, I guess just the follow up to that is should we expect something in that low single digit type number sequentially or is it something…

It’d be very hard to give and what I just told about visibility on the equipment side. It would be very hard. You’re asking us to predict the business a few hundred thousand dollars either way and that would be very hard to do at this point. But as I did say from a trend perspective, we think the [indiscernible] the business should improve.

Got it.

Yeah, Ken, this is Pat again. I would add to that and say that the first quarter our after-market business was slightly below our expectations, but pretty close. And so most of where we were affected came out of new equipment in the progress of completing the jobs that were in place. And we’re seeing signs of – as we mentioned of continues increases in order bookings not only in the new equipment, but in the aftermarket space. So that should – we should see trends start to improve both on the top and bottom line.

Okay, and I'll ask one more before jumping back in line. The balance sheet does look very strong. You did open up the revolver availability subsequent to lower end. Can you just talk about the priority for the capital on M&A, talk maybe about the multiple that you’re seeing [indiscernible] any color on that M&A pipeline would be great.

This is Pat, again. We continue to be in the market for transactions that are core to our business and strategic to the businesses. Multiples because of the low cost, the borrowing money continue to be higher than what we would like to see them, so not much of a change from the last 18 months to 24 months, closing the GH acquisition was positive and we’re going to continue to look for companies that fit our strategy there.

And it's safe to assume that there are opportunities like that out there.

Sure.

Thanks.

Your next question comes from Edward Marshall of Sidoti and Company. Please proceed with your question.

Hey, Matthew, Pat, Eddy, how you guys are doing?

Yes, we’re fine. Thank you.

Good. So, I wanted to circle back to engineered products if I could. The question I had it look like I don’t know – first of all what is the organic growth for that segment in sales for that business?

I believe it was negative, I mean Pat pointed out, but negative by relatively immaterial amount.

So it roughly, I don’t know $10 million of acquired, so it went through that business. I’m curious.

That’s approximately right, Ed.

So when I look in the business year-over-year, I mean there’s a 30 basis point improvement in the op margin. But it's well off the second half rate. So I'm curious is there something that’s seasonal that maybe cropped up in an acquisition over the last couple of years that might have been playing out that we're not aware of in the first quarter and how we think about that margin in spec of the guidance for the remainder of the year?

Yes, this is Pat. Are you referring to the consolidated margins for individual segments?

Well, I’m speaking to engineered products, in particular, a 2.4% op margin in the quarter, relative to the 2.1% last year, but the energy progressed throughout the remainder of the year and how that factors into the guidance range?

Yeah, I think when you look at prior year, I think it was timing of jobs there were in progress, during the second and third quarters. As Matt mentioned, we will continue to see positive trends with new order bookings. So we would expect that to improve from an operating margin standpoint because we have taken out a fair amount of cost both fixed and variable in that business. So as volumes increased, we should see a positive real nice flow through to the bottom line.

So we should see a similar pattern to last year.

I would think so.

Okay, okay. And then I wanted to kind of circle – talk about maybe other – further cost actions on the horizon that you're thinking about in the business or we well past that given that the cycle seems to be improving here.

Well, that initiative as our businesses change, we continue to implement cost reduction activities and I would say as it relates to supply tech in our assembly components group most of those changes that took place last year or over and we hope to continue to accelerate the growth in those businesses. In the third segment, we continue to monitor the sales activity on a weekly basis or monthly basis. So that we can react to any further declines there. So I'm hesitant to say that there are those cost reduction activities are done in that business segment at this point.

Yes. I've been also say, I don't know if there's ever been a time in our business that given the diversity of our business that we're not adjusting the cost to one of our businesses, so that's just part of our business model.

That's the one I was looking for.

It’s always the top of the list somewhere.

Correct. Right, right. So last time, we talked, it was March in the public form and you said earlier that you were ahead of your internal guidance for the month of March or for the quarter of March. And I'm kind of curious about the cadence of the quarter's and maybe how we progressed in April and what you might have seen as you've come through the year so far and given it's only four months, but maybe you can kind of talk about that language and what gives you the confidence in the back half of the year?

I’ll let Pat to comment on that in terms of the quantitative analysis, but we have a business plan. We've obviously continue to achieve some new business sales. We have a better sense of kind of where the year is as we sit here in mid-May. So affirmations of the guidance are being a little ahead of plan. We review as certainly more of 40 basis down when we gave the guidance. So, without talking too specifically about April results, I would tell you that if you're feeling a little confidence in our forecast, that’s why.

And in the quarter itself, was there any cost for early extinguishment of debt or does that come in the second quarter?

Yes, that'll happen in the second quarter. As the old bonds had deferred financing costs relating to it, so those will get written off in Q2, any tender or call premiums that were used to pay down the old bonds would also get charged for GAAP into the P&L. So those adjustments will be ad backs to earnings in the second quarter.

And then on the [indiscernible] period or their expensed in the quarter, is that right?

Yes. Any new financing costs relating to both the bonds or the ABL will get capitalized in the balance sheet and then amortized over the related terms of each debt under GAAP.

Got it. And the 30% to 32% tax rates it's lower than what you've done historically, I’m curious that the mix of acquisitions should brought on and their geographic locations may have assisted that and is this that kind of new rate we should be thinking about in the go forward?

To your first point, Ed, I would agree that the acquisitions, the last five acquisitions have been made in Europe and those acquisitions carry obviously lower effective tax rates. And so that definitely adds to the reduced Federal tax rate and also the planning that we do to continue to lower the effective tax rate is in place and we continue to work towards reducing the rate. I think going forward hopefully, our new President will help us here. But we would continue to see our effective tax rate somewhere around the 33% depending on the allocation of the income between those businesses outside the U.S.

Got it. But just to be clear that doesn't assume that any tax law changes occur to hit that 33% 32%…

Correct.

Okay, good. Thanks guys. I appreciate it.

Thank you very much.

Our next question comes from Marco Rodriguez of Stonegate Capital Markets. Please proceed with your question.

Good morning, guys. Thank you for taking my questions. Wanted to talk a little bit about the GH, how was the integration proceeding there?

Marco, this is Pat. We're into the first quarter, the first three months after the acquisition. We like to call that the shakedown cruise and so although we believe they’re on track from a revenue perspective. A number of the transition and integration efforts are moving along as planned. So we'll expect a better impact as we get through the rest of the year. But as Matt mentioned in his comments, we are pleased with their first quarter, but we're just into the operations of the business now. So we hope for improvement.

All right. So as kind of a follow-up then in terms of the SG&A level at $36.6 million in the quarter. So that potential should be coming down with some of the integration aspects that you're doing that with GH? Or is that kind of a good number from which to model?

No. It should come down. Part of – our strategy in acquiring GH was to consolidate our engineering efforts and R&D efforts across the globe. And those expenses flow through SG&A. So as those initiatives take hold, we should see the SG&A as percentage of sales come down.

And can you talk a bit about the timing on those? Is that an expectation that you have everything down here in fiscal 2017 or does it move into fiscal 2018?

Yeah, I'm not – try not to talk to timing. But clearly our expectation is within the first 18 months of the transaction.

Got you, okay. Then shifting gears to supply technology it sounds like some things are starting to pick up there. But if I heard you correctly there’s still some weakness in trucking and related trucking, but I thought I also heard part of your guidance assumption is a stabilization in the truck market, is that first off correct? And then also if so can you please talk a little bit about the dynamics of what you’re seeing that kind of shifts that? Thank you.

Sure, sure, this is Matt. Now you think your ex-property [ph] on, I’d like to say that’s because we’re seeing some renewed strength in the production rates in Class A Truck. That's not the case, I just think we're stabilizing from a year-over-year comp perspective in the second half. So we're not seeing a return to more robust production levels. We’re seeing some anecdotal evidence that things could be getting a little better but nothing that would cause us to meaningfully change our business outlook. So no we chose that word very carefully, stabilization, as an indication that we think the negative comp period could be coming to an end, but we should also see a robust level returning. And in fact that’s frustrating because generally the business is up nicely ex-trucks so unfortunate.

Got you. That’s helpful. And the improvement in gross margins that you saw year-over-year about a 150 basis point improvement you called out three things, higher sales, mix and cost reduction, is that the kind of the order in which we should think about the impact there for the increase year-over-year?

I would Marco. Yes.

Got you.

Yes I would call one thing on the cost reduction. I mean we tried not to bring in today's conversation because we talked about it too much in the past, but the first quarter last year was a bit of a disaster General Aluminum as we responded with cost cuts to the change of FCA. So back on the cost side is significant on a year-over-year basis and at this point I think the year-over-year comps will level out and we can put that chapter behind us.

Got you. And last quick question here, debt levels post the refinancing, you ended the quarter about $482 million in total debt, I'm assuming you're still at that level.

Yes we are Marco and our leverage as it relates to the total business is expected to be very similar year-over-year.

Got you. Great, I appreciate it. Thanks guys.

Thanks.

Our next question comes from John Bomb a Private Investor. Please proceed with your questions.

Hi guys, great quarter in the refinancing of the debt was a masterstroke I want to give you guys [indiscernible] on that. Going forward when you look at the interest expense when you blend the reduced 150 basis points for the 350 million and you got incremental 100 million that I guess went to the AVL or some other revolver. If we look at interest expense this year overall, do you think it will be the same as 2016, or less because of the new facility?

Yes actually the incremental rate on the new bonds over a lower AVL rate for the current year will be about a $1 million more in interest expense, net of tax basis it's roughly $0.05 a share.

Okay, great, good. And Matt did I hear you correctly with the CapEx budget this year is that increase in CapEx over prior forecast and how much of that is maintenance CapEx and how much is new business for you?

I don’t believe it’s an increase. I believe that’s consistent with our budget in our year end call. Having said that, we continue to believe that the CapEx, let me just back up since you've been around for awhile, there’s no doubt our expansion with the FRS acquisition has increased a part of our portfolio that requires CapEx spoke on the maintenance basis and a growth basis, number one. Number two, our desire to capture with some of our innovative products larger global footprint and a number of our products has caused us to go through sort of the CapEx cycle where we hadn't seen before. So we continue to believe that the numbers we're talking about are well above long-term averages. But I would say our CapEx budget which you may recall used to be sort of $10 million to $12 million, that's permanently moved up to $15 million or $16 million. For lack of a better word I'd say roughly fifty-fifty, maybe a little bit heavier this year on the growth side.

Okay again congratulations on that debt facility. I know you guys worked hard on that and it really is a great vote of confidence in the company going forward and in fact it was oversubscribed is in the seven year cap. So thank you and on the contrary [ph] good stuff going forward.

Thank you very much.

Our next question is a follow-up Steve Barger with KeyBanc Capital Markets. Please proceed with your question.

Hi thanks for the follow-up here. I just want to talk about incremental margins in supply tech and assembly that’s looks very strong in the low-to-mid 30% range. Just curious in terms of cadence, should we expect that you carry that trend forward into the 2Q and 3Q or could incremental take a step back from here.

I'll let not Pat talk, I'll talk. I think that supply technologies stand to see a significant operating leverage in the foreseeable future. Particularly if we see any increase in truck revenue but generally I think that we've got – we’re in a position there to sustain above average flow through from incremental sales. I think that we are incurring and will continue to incur some cost by the growth in assembly components, most notably with some of the expansions globally that we’ve discussed. China being one that we discussed explicitly. We’re middle of launching one plant and we're looking at launching a second here this year. So those flow through margins will take a while, I think to come through incrementally with the kind of numbers we like to see. So I don't know if that's helpful to your question, but I guess it depends on the business that we're discussing.

No I think that is helpful. One other you mentioned assemble – go ahead.

No I was going to thinking of it as two different stories. I mean supply stack is still struggling overall from some demand in the course of its core businesses, so we’re going to see great flow through for awhile there. And I think we're going to see lessors we've built up a success in the other businesses where we're actually increasing capacity as people like us offer you.

Thanks guys, last question for me. Just talking about assembly, can you just talk about the price cost dynamics for the aluminum business and its expectations for profitability going forward? And then any color you can give on the process of receiving compensation for those contracts?

Let me touch on the overall business first. General momentum is more stable now in it's performance than it's been in the last five years. We are launching new business, we have been awarded a number of new blocks of business, in most cases replacement volume. For a product which is rolling off or there's a new generation of products. So we’re follow a path, I think that is very tight. That does not necessarily mean we're going to see significant incremental revenue this year. As we said last year when we took a significant step back in revenue, as we’ve taken a couple of year to fill that. We have an active core pipeline, we’ve got a restructured difference after the loss of revenue and we’ve got nice new generation work on contracts that are rolling off. So I view the business well not where we want it to be. It is very stable and now prepared over the next 12 months to 18 months to start to track back towards that $200 million revenue number that we haven’t seen a lot. I wish I have better news in terms of the opportunity this year, but I think that what we’re going to begin to see is, what we see right now is a very well managed tight business on the cost side. We have the opportunity to grow and see significant operating leverage going forward. And we’ll begin to see some of that as it tends to be ramped up here towards the end of the year and into next year.

Good color. I appreciate it.

Ladies and gentlemen we have reached the end of our question-and-answer session. I would like to turn the call back over to Mr. Crawford for closing comments.

Thank you very much for joining the Park-Ohio management. And we look forward to future meetings. Have a good day. Thank you.

This does conclude today’s conference. You may disconnect your lines at this time. Thank you for your participation.