UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Park-Ohio Holdings Corp.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)		000-03134 (Commission File No.)		34-1867219 (I.R.S. Employer Identification Number)

6065 Parkland Blvd.
Cleveland, OH 44124
(Address of principal executive offices)

(440) 947-2000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

On July 28, 2009, the Company issued a press release announcing its 2009 second quarter results. The press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit
Number		Description
99.1		Park-Ohio Holdings Corp. Press Release, dated July 28, 2009.

SIGNATURES

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

Exhibit Index

Exhibit
Number		Description
99.1		Park-Ohio Holdings Corp. Press Release, dated July 28, 2009

EXHIBIT 99.1

FOR IMMEDIATE RELEASE		CONTACT:		EDWARD F. CRAWFORD
				PARK-OHIO HOLDINGS CORP.
				(440) 947-2000

ParkOhio Announces Second Quarter Results

     CLEVELAND, OHIO, July 28, 2009 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its second quarter ended June 30, 2009.

SECOND QUARTER RESULTS

     Net sales were $163.4 million for second quarter 2009, a reduction of 43% from net sales of $285.9 million for second quarter 2008. Net income for the second quarter of 2009 was $3.3 million, or $.29 per share dilutive, compared to net income of $5.7 million, or $.49 per share dilutive, for second quarter 2008. Included in the 2009 results were a gain of $3.1 million on the purchase of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014 and a charge of $2.0 million to reserve for an account receivable from a customer in bankruptcy.

SIX MONTHS RESULTS

     Net sales were $344.7 million for the first six months of 2009, a reduction of 38% from net sales of $553.0 million for the same period of 2008. Net loss for the first six months of 2009 was $2.2 million, or $(.20) per share, versus net income of $9.2 million, or $.79 per share dilutive, in the same period of 2008. Included in the 2009 results were a gain of $3.1 million on the purchase of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014 and a charge of $2.0 million to reserve for an account receivable from a customer in bankruptcy.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “Although revenues declined in the second quarter of 2009, we are pleased the Company returned to profitability in the quarter. We continue to make adjustments in operations as we prepare the Company for the future.”

     A conference call reviewing ParkOhio’s second quarter results will be broadcast live over the Internet on Wednesday, July 29, commencing at 10:00 am Eastern Time. Simply log on to http://www.pkoh.com.

     ParkOhio is a leading provider of supply management services and a manufacturer of highly engineered products. Headquartered in Cleveland, Ohio, the Company operates 28 manufacturing sites and 38 supply chain logistics facilities.

     This news release contains forward-looking statements, including statements regarding future performance of the Company that are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

- more -

     Among the key factors that could cause actual results to differ materially from expectations are: the cyclical nature of the vehicular industry; timing of cost reductions; labor availability and stability; changes in economic and industry conditions, including as a result of the current global financial crisis; adverse impacts to the Company, its suppliers and customers from acts of terrorism or hostilities; the financial condition of the Company’s customers and suppliers, including the impact of any bankruptcies; the Company’s ability to successfully integrate the operations of acquired companies; the uncertainties of environmental, litigation or corporate contingencies; and changes in regulatory requirements. These and other risks and assumptions are described in the Company’s reports that are available from the United States Securities and Exchange Commission. The Company assumes no obligation to update the information in this release.

#####

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands, Except per Share Data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Net sales		$	163,405			$	285,940			$	344,655			$	553,030
Cost of products sold			134,077				242,205				291,464				470,602
Gross profit			29,328				43,735				53,191				82,428
Selling, general and administrative expenses			22,214				28,012				44,836				53,957
Gain on purchase of 8.375% senior subordinated notes			(3,096	)			0				(3,096	)			0
Operating income			10,210				15,723				11,451				28,471
Interest expense			6,128				6,632				12,099				13,896
Income before income taxes			4,082				9,091				(648	)			14,575
Income taxes			810				3,374				1,542				5,376
Net income		$	3,272			$	5,717			$	(2,190	)		$	9,199
Amounts per common share:
Basic		$	0.30			$	0.52			$	(0.20	)		$	0.83
Diluted		$	0.29			$	0.49			$	(0.20	)		$	0.79
Common shares used in the computation
Basic			11,008				11,082				10,890				11,118
Diluted			11,282				11,597				10,890				11,644
Other financial data:
EBITDA, as defined		$	17,558			$	21,866			$	25,284			$	40,587

Note A—EBITDA, as defined, reflects earnings before interest, income taxes, and excludes depreciation, amortization, certain non-cash charges and corporate-level expenses as defined in the Company’s Revolving Credit Agreement. EBITDA is not a measure of performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for net income, cash flows from operating, investing and financing activities and other income or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. The Company presents EBITDA because management believes that EBITDA is useful to investors as an indication of the Company’s satisfaction of its Debt Service Ratio covenant in its Revolving Credit Agreement and because EBITDA is a measure used under the Company’s revolving credit facility to determine whether the Company may incur additional debt under such facility. EBITDA as defined herein may not be comparable to other similarly titled measures of other companies. The following table reconciles net income to EBITDA, as defined:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Net income		$	3,272			$	5,717			$	(2,190	)		$	9,199
Add back:
Income taxes			810				3,374				1,542				5,376
Interest expense			6,128				6,632				12,099				13,896
Reserve for customer in bankruptcy			2,015				0				2,015				0
Depreciation and amortization			4,396				5,155				9,589				10,388
Miscellaneous			937				988				2,229				1,728
EBITDA, as defined		$	17,558			$	21,866			$	25,284			$	40,587

Note B—In the second quarter of 2009, the Company recorded a gain of $3.1 million on the purchase of $6.125 million principal amount of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014.

Note C—In the second quarter of 2009, the Company recorded a charge of $2.0 million to reserve for an account receivable from a customer in bankruptcy.

CONSOLIDATED CONDENSED BALANCE SHEETS
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

		June 30,				December 31,
		2009				2008
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	12,663			$	17,825
Accounts receivable, net			123,707				165,779
Inventories			216,444				228,817
Deferred tax assets			9,446				9,446
Unbilled contract revenue			11,783				25,602
Other current assets			8,070				12,818
Total Current Assets			382,113				460,287
Property, Plant and Equipment			251,288				248,474
Less accumulated depreciation			165,627				157,832
Total Property Plant and Equipment			85,661				90,642
Other Assets
Goodwill			4,100				4,109
Other			65,977				64,182
Total Other Assets			70,077				68,291
Total Assets		$	537,851			$	619,220
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	72,584			$	121,995
Accrued expenses			47,058				74,351
Current portion of long-term debt			2,323				8,778
Current portion of other postretirement benefits			2,290				2,290
Total Current Liabilities			124,255				207,414
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			192,860				198,985
Revolving credit maturing on December 31, 2010			168,100				164,600
Other long-term debt			6,827				2,283
Deferred tax liability			9,090				9,090
Other postretirement benefits and other long-term liabilities			23,492				24,093
Total Long-Term Liabilities			400,369				399,051
Shareholders’ Equity			13,227				12,755
Total Liabilities and Shareholders’ Equity		$	537,851			$	619,220

BUSINESS SEGMENT INFORMATION (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands)

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
NET SALES
Supply Technologies		$	77,444			$	138,551			$	160,415			$	267,784
Aluminum Products			21,635				43,984				43,993				84,520
Manufactured Products			64,326				103,404				140,247				200,726
		$	163,405			$	285,939			$	344,655			$	553,030
INCOME BEFORE INCOME TAXES
Supply Technologies		$	2,885			$	6,585			$	3,431			$	11,292
Aluminum Products			(1,794	)			(62	)			(5,456	)			(1,117	)
Manufactured Products			9,373				14,419				17,085				27,641
			10,464				20,942				15,060				37,816
Corporate and Other Costs			(254	)			(5,218	)			(3,609	)			(9,345	)
Interest Expense			(6,128	)			(6,633	)			(12,099	)			(13,896	)
		$	4,082			$	9,091			$	(648	)		$	14,575