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		000-03134		34-1867219
(State or other jurisdiction of		(Commission File No.)		(I.R.S. Employer
incorporation or organization)				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 November 2, 2009, the Company issued a press release announcing its 2009 third 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 November 2, 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 November 2, 2009

EXHIBIT 99.1

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

ParkOhio Announces Third Quarter Results

     CLEVELAND, OHIO, November 2, 2009 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its third quarter ended September 30, 2009.

THIRD QUARTER RESULTS

     Net sales were $168.6 million for third quarter 2009, a reduction of 37% from net sales of $266.1 million for third quarter 2008. Net loss for the third quarter of 2009 was $3.2 million, or $(.29) per share dilutive compared to a net loss of $9.1 million, or $(.82) per share dilutive, for third quarter 2008.

NINE MONTHS RESULTS

     Net sales were $513.3 million for the first nine months of 2009, a reduction of 37% from net sales of $819.2 million for the same period of 2008. Net loss was $5.4 million, or $(.50) per share, versus net income of $.1 million, or $.01 per share dilutive, in the same period of 2008.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “The most difficult period in the company’s history has been addressed and we look forward to the next 18 months.”

     A conference call reviewing ParkOhio’s third quarter results will be broadcast live over the Internet on Tuesday, November 3, 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								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Net sales		$	168,597			$	266,148			$	513,252			$	819,178
Cost of products sold			145,938				226,759				437,402				697,361
Gross profit			22,659				39,389				75,850				121,817
Selling, general and administrative expenses			21,701				28,799				66,537				82,755
Restructuring and impairment charges			0				17,480				0				17,480
Gain on purchase of 8.375% senior subordinated notes			(2,011	)			0				(5,107	)			0
Operating income (loss)			2,969				(6,890	)			14,420				21,582
Interest expense			5,897				6,775				17,996				20,672
Income (loss) before income taxes			(2,928	)			(13,665	)			(3,576	)			910
Income taxes			296				(4,597	)			1,838				779
Net (loss) income			($3,224	)			($9,068	)			($5,414	)		$	131
Amounts per common share:
Basic			($0.29	)			($0.82	)			($0.50	)		$	0.01
Diluted			($0.29	)			($0.82	)			($0.50	)		$	0.01
Common shares used in the computation:
Basic			11,011				11,006				10,931				11,081
Diluted			11,011				11,006				10,931				11,605
Other financial data:
EBITDA, as defined		$	10,459			$	17,618			$	35,742			$	58,205

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 (loss) income to EBITDA, as defined:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Net (loss) income			($3,224	)			($9,068	)			($5,414	)		$	131
Add back:
Income taxes (benefit)			296				(4,597	)			1,838				779
Interest expense			5,897				6,775				17,996				20,672
Depreciation and amortization			4,426				5,586				14,015				15,974
Restructuring and impairment charges			0				18,059				0				18,059
Reserve for customer in bankruptcy			2,139				0				4,154				0
Miscellaneous			925				863				3,153				2,590
EBITDA, as defined		$	10,459			$	17,618			$	35,742			$	58,205

Note B—In the first nine months of 2009, the Company recorded a gain of $5.1 million on the purchase of $6.125 million principal amount of Park-Ohio Industries, Inc. 8.375% senior subordinated notes due 2014 of which $2.0 million was recorded in the third quarter.

Note C—In the first nine months of 2009 the Company recorded a charge of $4.2 million to reserve for an account receivable from a customer in bankruptcy.

Note D—In the third quarter of 2008, the Company recorded $18.1 million of restructuring and asset impairment charges associated with the weakness and volatility in the automotive markets ($13.8 million in the Aluminum Products segment and $4.3 million in the Manufactured Products segment). Inventory impairment charges of $.6 million were included in Cost of Products Sold and $17.5 were included in Restructuring and impairment charges.

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

		September 30,				December 31,
		2009				2008
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	19,377			$	17,825
Accounts receivable, net			122,851				165,779
Inventories			199,171				228,817
Deferred tax assets			9,446				9,446
Unbilled contract revenue			9,151				25,602
Other current assets			9,113				12,818
Total Current Assets			369,109				460,287
Property, Plant and Equipment			253,724				248,474
Less accumulated depreciation			170,514				157,832
Total Property Plant and Equipment			83,210				90,642
Other Assets
Goodwill			4,206				4,109
Other			65,424				64,182
Total Other Assets			69,630				68,291
Total Assets		$	521,949			$	619,220
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	76,165			$	121,995
Accrued expenses			52,556				74,351
Current portion of long-term debt			2,369				8,778
Current portion of other postretirement benefits			2,290				2,290
Total Current Liabilities			133,380				207,414
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			188,770				198,985
Revolving credit maturing on December 31, 2010			147,800				164,600
Other long-term debt			6,051				2,283
Deferred tax liability			9,090				9,090
Other postretirement benefits and other long-term liabilities			23,580				24,093
Total Long-Term Liabilities			375,291				399,051
Shareholders’ Equity			13,278				12,755
Total Liabilities and Shareholders’ Equity		$	521,949			$	619,220

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2009				2008				2009				2008
NET SALES
Supply Technologies		$	82,464			$	131,668			$	242,879			$	399,452
Aluminum Products			31,663				35,784				75,656				120,304
Manufactured Products			54,470				98,696				194,717				299,422
		$	168,597			$	266,148			$	513,252			$	819,178
INCOME (LOSS) BEFORE INCOME TAXES
Supply Technologies		$	2,078			$	5,259			$	5,509			$	16,551
Aluminum Products			(1,337	)			(17,557	)			(6,793	)			(18,674	)
Manufactured Products			3,413				10,062				20,498				37,703
			4,154				(2,236	)			19,214				35,580
Corporate and Other Costs			(1,185	)			(4,654	)			(4,794	)			(13,998	)
Interest Expense			(5,897	)			(6,775	)			(17,996	)			(20,672	)
		$	(2,928	)		$	(13,665	)		$	(3,576	)		$	910