Good morning. Welcome to the Park-Ohio Fourth Quarter and Full Year 2022 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 may be 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 may be found in the earnings press release as well as in the company's 2021 10-K, which was filed on March 16th, 2022, with the SEC. Additionally, the company may discuss adjusted EPS, adjusted operating income, and EBITDA as defined on the continuing operations or consolidated basis. These metrics are not measures of performance under Generally Accepted Accounting Principles. For a reconciliation of EPS to adjusted EPS, operating income to adjusted operating income and net income attributed to Park-Ohio's common shareholders to EBITDA as defined, please refer to the company's recent earnings release. I will now turn the conference over to Mr. Matthew Crawford, Chairman, President and CEO. Please proceed, Mr. Crawford.

Thank you, and good morning. We're proud of our accomplishments during 2022. Revenue growth from continuing operations of 17% helped us achieve record annual sales and improved operating profit across all three business segments. As we enter 2023, our markets continue to be robust and we expect to achieve increased margins and profitability versus 2022 as well as a substantially improved balance sheet, this after three years of battling inflation, supply chain, and a myriad of other challenges. While our job is never complete, I want to highlight the incredible effort by our entire team in both restructuring much of our business as it relates to our cost structure and also the ongoing efforts to achieve commercial terms, which addresses substantial inflation in the marketplace. These efforts continue, but much of the heavy lifting is now complete. Notably during the year, we allocated approximately $27 million in capital to many of our most promising products and services, which will ensure future growth at accretive margins. Here I would highlight improved large forging capabilities, increased capacity for highly engineered fasteners, and expanded capacity in our Rubber business. In addition, we added two small, but strategic and accretive acquisitions to Supply Technologies, which will both add new capabilities and customers. Challenges still remain, in particular, attracting and retaining skilled associates to the business during this period continues to be a challenge. But we have seen some modest stabilization and have begun to see the benefits of reduced overtime and other inefficiencies. We're also announcing the potential sale of our Aluminum Products business. This was a difficult decision given the substantial opportunities in front of them, largely due to light-weighting, electrification and reshoring, which has begun to occur meaningfully within the auto industry. While the business has struggled to be profitable since the…

Thank you, Matt. During 2022, we're able to achieve significant year-over-year improvement in sales and operating income in the majority of our businesses despite inflationary and supply chain challenges and believe we are positioned for further sales growth and improved earnings in 2023. Key highlights in 2022 included the following; first, we achieved record consolidated net sales from continuing operations of $1.5 billion, up 17% year-over-year, driven by growth in all three of our business segments. Excluding discontinued operations, our full year adjusted EPS was $1.76, an increase of more than 300% compared to adjusted EPS of $0.42 in 2021. We implemented significant customer price increases throughout the year to offset product inflation and higher operating costs in every business. We expect these actions will improve operating margins in the current year. We substantially completed our facility consolidation activities in our Assembly Components and Engineered Product segments, which impacted four manufacturing plants. We also started up a new rubber mixing facility and relocated several product lines and related operating assets including a 50,000-pound forging hammer, which is now installed in our Canton Drop Forge facility. We expect these actions will also contribute to improved operating margins in 2023. In connection with the consolidation activities, we sold real estate and other assets during the year for cash proceeds of $10 million. Over the past two years combined, cash proceeds from our assets sales totaled $30 million, resulting in gains of $17 million. We completed two strategic acquisitions in our Supply Technologies segment in support of our initiative to expand our industrial supply and MRO business and to accelerate the global growth of our proprietary self-piercing and clinch products in our Fastener Manufacturing business. And finally, during the fourth quarter, we made a strategic decision to exit our Aluminum Products business and…

Great. Thank you very much, Matt. We'll now take some questions.

Thank you. [Operator Instructions] Our first question is from Yilma Abebe with JPMorgan. Please proceed.

Thank you and good morning.

Good morning Yilma.

Good morning.

Good morning. My first question is on the Aluminum Products asset sale. I guess, firstly, can you put some context for us what was the relative revenue contribution in 2022 EBITDA, if you have it so that we can model it going forward appropriately?

Yes, approximately $200 million Yilma is the revenue and the EBITDA as we define it was a loss of approximately $12 million.

Okay, great. Thank you. And in terms of the business, was it a standalone business within the portfolio? Are there sort of friction cost in terms of separating the business from the rest of the enterprise?

Yilma, this is Matt. Our Automotive segment Assembly Components is really grouped into two businesses. One is our Assembly Components division, which includes most of our Rubber business and some other companies as well and the General Aluminum, the Aluminum Products. So, the General Aluminum Products, which is the $200 million piece is a standalone business. So, no, it is not incorporated deeply inside of the rest of the business, either Park-Ohio or the rest of the automotive business, which we are retaining.

Okay, great. And then I guess looking forward to 2023, in free cash flow expectations of $40 million. Just so that sort of we have apples-to-apples comparison, is this sort of when you think of free cash flow for 2022, the comparable number, cash from ops less CapEx, I'm getting about a $54 million number. Is that the right number in terms of the free cash flow for 2022 and then going to $40 million for next year?

Yes, Yilma, the cash flow for 2023 as we've laid out in our press release of $40 million excludes any transaction related to our Aluminum Products segment. So, I think that'll at least give you an apples-and-apples comparison. And then in the current year as laid out in our cash flow statement, you'll be able to see the free cash flow, Matt referenced $27 million of CapEx during the period. And then obviously, there was a use of cash from operating activities relative to the increase in working capital that we've seen in the business.

Okay. So, to be clear though, the free cash flow as you see it in 2022, comparable to this $40 million forecast for 2023, that's sort of gone from $54 million to plus $40 million, Is that correct?

That's correct.

Minus $54 million to plus $40 million?

That's right.

Okay, great. Thank you. I guess maybe--

I would just -- I would give context to that only in the following way. It's lost I think in the shuffle a little bit. If you take even the midpoint of the revenue range we talked about for 2023, that would mean over 24 months, the business has grown in real dollars in the range of $300 million. So, we made tremendous investments in the business at a time where we were not very profitable. So, I think 2023 as we look forward is a lot about generating cash as a business and harvesting some of the working capital that was a little bit excess based on shoring up supply chains and so forth. So, I think there's some opportunity here on the free cash flow side as growth what I'll call stabilizes. To metabolize $300 million over 24 months or more is a lot.

Thank you. I think you partly answered sort of my last follow-up question on the free cash flow. And that is sort of, I guess, a bit of a bridge. It sounds like some of it is going be from driven by revenue increase in the related profitability. A lot of it appears to be working capital come back. If you're ready, maybe to help us in terms of the relative size, what is the working capital contribution to this $40 million free cash flow forecast versus the growth in the business and improving profitability? Thank you.

Yes, Yilma, I would comment that the excess working capital, as I mentioned in my comments, we believe, is roughly $50 million. That recovery or the harvesting of that excess working capital to cash will not occur overnight. We estimate that that will occur over the next 12 to 18 months as supply chain stabilizes, as further reductions in supplier lead-times take place. And I think clearly that will happen over 12 to 18 months. The additional working capital needed to grow our business into next year depends on the business segment. But in general, if you use 25% to 28% of every new sales dollars is invest in working capital, I think that's a good starting point. And then consider the harvesting of the $50 million over the next 12 to 18 months.

Thanks very much. That's all I had.

Thank you.

Thank you.

Our next question is from Dave Storms with Stonegate Capital Markets. Please proceed.

Morning, gentlemen and thanks for taking my call. Just wanted to kind of start on backlogs. I know last quarter you mentioned you were looking at probably about six to nine months of backlogs. Has that kind of shortened up a little bit or what's the color that you're seeing there?

No activity. Again, our Capital Equipment business, which is what we're referencing, Dave, is what we're talking about when we allude to those backlogs. Most of the rest of the business, the non-equipment business is shorter term sort of visibility. So, when we refer to the Capital Equipment business in the backlogs, they've continued to stay strong. The order book continues to -- it can be a bit lumpy. But in general, the order book and the order interest continues to be strong. And again, I would point to while there may be some fears of a recession, I would point to the fact that the manufacturing sector in the United States has been massively underinvested in. And as they're looking at some of the megatrends, I mentioned in the first part of my comments, particularly as it relates to infrastructure and defense, we're underinvested as the country. So, I think we're going to continue to see investments in upgrading the capacity and the productivity and the base. So, it may be choppy, it may be influenced a bit by credit, but in general, I think we're seeing some positive trends.

So, that's actually a good segue to my second question here. I'm sorry to hear, some rumblings of other people seeing funds related to the Inflation Adoption Act start to trickle into the market. Is any of that expected to get to you guys in Park-Ohio? And does that give you any visibility into 2023 related to any -- to that might make a few?

I think it's a great question and I wish I had a better answer. The answer I would tell you -- what I would give you is, trickle is the right word. I don't think there's a ton of visibility and how that money is going to be spent, at least where we are in the supply chain. I will say certainly large defense contractors and other large government suppliers are certainly -- I'm certain having discussions at that level of how to invest these dollars. So, there are some very strategic conversations going on between ourselves and some of the kind of household name manufacturers around increasing capacity for them, with our equipment, for us to support them, and I think it's very real. And then layer on top of that, some of the reshoring that we're seeing motivated by the Infrastructure Bill and the Inflation -- I mean, that we're continuing to see I think a need for a more American manufacturing. So, I wouldn't say that that our visibility is great. It's probably baked into the backlog a little bit on the equipment. But I don't know that -- I would call it more trickling visibility is still weak, but the anecdotal evidence of the type of conversations being had would suggest that it's on its way.

That's very helpful. Thank you.

Our next question is from Steve Barger with KeyBanc Capital Markets. Please proceed.

Thanks. Good morning.

Good morning.

Pat you said the $20 million received and the $25 million promissory note is a portion of the sales price for the aluminum business. Any more details you can provide on what that total sales price could be?

Yes, Steve. I really can't comment right now. We're in the middle of the process. And so I can't comment and won't comment until we have a definitive agreement in place. But to reiterate, the $20 million in cash and the promissory note was a portion of the anticipated sale price of the business.

Understood. And this looks like it should be nicely deleveraging, which is great and you expect improving cash flow. I know you put the initial $20 million to the revolver. But with the bonds trading at a discount, is there any thought to allocating some capital to take advantage of that?

Steve, we historically have purchased the bonds. We expect the proceeds on any sale to de-lever the company and reduce our net debt. And we'll be flexible to different ways to do that. But we agree it will be a deleveraging event and we're going to give ourselves the flexibility to be open to reduce bank debt or buyback the bonds if there's an opportunity to do so.

Got it. Okay. And I know it's not a done deal yet, but with -- when that closes, Matt, what does your focus turn to? What becomes the next priority? I know you referenced a few things, but how are you thinking about this once that's off your plate?

Yes. No, that's a great question, Steve. And what I want to articulate in opening comments and I did it, but thanks for the opportunity to revisit it. We haven't stopped focusing on what we think are some of the great opportunities in the business. And to be honest with you, General Aluminum is a great opportunity. The reality of it is we can't do everything at once. And with the growth we're seeing across the business, and anticipate into 2023, we just can't do it off. So, if you look at where we spent money last year, particularly in some of this exciting and unique forging capacity, which could play right into the prior caller's question about infrastructure and so forth and defense. What we're doing on the engineered fastener side, you know how much we like that business and adding capacity through the acquisition we did last year or incremental capacity, which plays right into electrification is awesome. So, our first area of focus is going to be continuing to feed those parts of our business that will get an unfair share of our capital as we see them grow at super accretive margins. So, -- and I would say that the other thing we're focused on -- again, we haven't not been focused on it, but last year was about addressing supply chains and keeping our customers satisfied, we're going to pivot back to the balance sheet. So, we're going to give that an undue amount of attention this year in an effort to with or without the sale candidly to reduce our leverage and position ourselves well to continue to invest in these businesses. If we can grow over a couple of years approaching 20% with -- or more, I'm sorry, more than that, 25% or 30% and do it in these kinds of products that bodes really well for our trajectory both in terms of margin and candidly, the kind of business that people should want to invest in. So, I think we've got in front of us the things to do. In the backdrop, will we continue maybe to see an opportunity for an acquisition? Yes, within said our G&A, but I would put that third on the list of the things I've mentioned.

Got it. And I know that you guys did a lot of hard work on pricing actions to offset inflation last year. And I think Matt, when you said the heavy lifting is done, it was in reference to that. For the growth of 5% to 10%, can you talk about what your expectation is for price as volume in 2023?

Yes, it's interesting. I really probably met the restructuring more than the pricing to be quite honest. But I would tell you on the pricing side, I think in general, with some exceptions, but in general, those areas that were disproportionately and materially damaging our company, particularly in the continuing operations, we've addressed. So, I think that a lot of those tough conversations have been had. That is a work in process because the markets are work in process. So, as I've mentioned on prior calls, I think in many cases raw material was addressed early in the inflationary environment to a lesser extent permanent and significant changes in labor costs have not been addressed. So, no, I think that there is a daily list of opportunities. We continue to work through to identify opportunities where we're not getting paid for what we do because of how the marketplace has changed, where we have not recouped our costs. But I would say that those corners of the business where we were seeing things that were more catastrophic that burn through the P&L over the last 18 months, I think largely those have been addressed. But our work is not done there. So, the restructuring feels like it's mostly done. That piece, until inflation moderates completely, that work is never done.

Understood. That's great detail. Thank you.

And we do have a follow-up question from Dave Storms with Stonegate Capital Markets. Please proceed.

Hey, thanks for taking my follow-up here. Just hoping you could give us a little more color on the M&A market. You touched on how that's currently going to be a backdrop for you, but just with the Aluminum Products, was that more of an opportunistic buyer? Or is this a good time to be a seller? Kind of what are you seeing in the external surge from?

Yes. At a high level, on General Aluminum. I would tell you we've been an investor in General Aluminum. Our family, quite frankly, for a lot of years, 30, 40 years. It is a very good business. And it's going in a direction, which is highly sought after. Candidly, there's not enough capacity in that foundry space for what the OEMs want to do. The reality of it is though -- as I mentioned, it is a -- we've got so many opportunities. I think we had to make some strategic decisions given the growth we're seeing on where we want to allocate our capital. And we felt there are some good strategic buyers in the marketplace who can do well with that business as well as we can. So, it became, I think, an obvious place to try and harvest some money.

That's very helpful. Thank you.

We have reached the end of our question-and-answer session. I would like to turn the conference back over to management for closing comments.

Great. Thank you very much. I know that there's a lot of noise so to speak in these comments in this press release, but I hope what has been taken away from this call is that we feel as though we're on the backside of COVID finally, so to speak. We feel as though we've got an opportunity to really begin to benchmark against what we were doing pre-COVID in 2019. We certainly hope and anticipate that the General Aluminum business deal will go through, but we're prepared either way to move forward with a solid business plan there. And in the meantime, again, we didn't take any time off in terms of restructuring our business or investing in the kinds of things that will take this business to the next level. So, thank you for your time today and we really look forward to the first quarter call. Thanks.

Thank you. This will conclude today's conference. You may disconnect your lines at this time and thank you for your participation.