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 July 27, 2010, the Company issued a press release announcing its 2010 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 27, 2010.

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 27, 2010

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 27, 2010 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its second quarter ended June 30, 2010.

SECOND QUARTER RESULTS

     Net sales were $198.3 million for second quarter 2010, an increase of 21% from net sales of $163.4 million for second quarter 2009. Net income for the second quarter of 2010 was $3.4 million, or $.29 per share dilutive compared to net income of $3.3 million, or $.29 per share dilutive, for second quarter 2009. 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 $390.0 million for the first six months of 2010, an increase of 13% from net sales of $344.7 million for the same period of 2009. Net income for the first six months of 2010 was $5.5 million, or $.47 per share, versus net loss of $2.2 million, or $(.20) per share dilutive, in the same period of 2009. 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.

     A conference call reviewing ParkOhio’s second quarter results will be broadcast live over the Internet on Wednesday, July 28, 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 40 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; 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.

#####

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Net sales		$	198,303			$	163,405			$	390,004			$	344,655
Cost of products sold			165,005				134,077				327,368				291,464
Gross profit			33,298				29,328				62,636				53,191
Selling, general and administrative expenses			22,337				22,214				43,305				44,836
Operating income			10,961				7,114				19,331				8,355
Gain on purchase of 8.375% senior subordinated notes			0				(3,096	)			0				(3,096	)
Interest expense			6,167				6,128				11,603				12,099
Income before income taxes			4,794				4,082				7,728				(648	)
Income taxes			1,379				810				2,247				1,542
Net income		$	3,415			$	3,272			$	5,481				($2,190	)
Amounts per common share:
Basic		$	0.30			$	0.30			$	0.49				($0.20	)
Diluted		$	0.29			$	0.29			$	0.47				($0.20	)
Common shares used in the computation:
Basic			11,475				11,008				11,229				10,890
Diluted			11,956				11,282				11,747				10,890
Other financial data:
EBITDA, as defined		$	15,777			$	17,558			$	28,827			$	25,284

Note A—EBITDA, as defined, reflects earnings before interest and 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,
		2010				2009				2010				2009
Net income		$	3,415			$	3,272			$	5,481				($2,190	)
Add back:
Income taxes			1,379				810				2,247				1,542
Interest expense			6,167				6,128				11,603				12,099
Reserve for customer in bankruptcy			0				2,015				0				2,015
Depreciation and amortization			4,265				4,396				8,433				9,589
Miscellaneous			551				937				1,063				2,229
EBITDA, as defined		$	15,777			$	17,558			$	28,827			$	25,284

Note B—In the second quarter of 2009, the Company recorded a gain of $3.1 million on the purchase of $6.125 million 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.

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

		June 30,				December 31,
		2010				2009
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	27,866			$	23,098
Accounts receivable, net			119,878				104,643
Inventories			169,115				182,116
Deferred tax assets			8,104				8,104
Unbilled contract revenue			15,263				19,411
Other current assets			10,171				12,700
Total Current Assets			350,397				350,072
Property, Plant and Equipment			246,763				245,240
Less accumulated depreciation			176,534				168,609
Total Property Plant and Equipment			70,229				76,631
Other Assets
Goodwill			3,738				4,155
Other			79,657				71,410
Total Other Assets			83,395				75,565
Total Assets		$	504,021			$	502,268
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	83,692			$	75,083
Accrued expenses			46,895				39,150
Current portion of long-term debt			11,882				10,894
Current portion of other postretirement benefits			2,197				2,197
Total Current Liabilities			144,666				127,324
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			183,835				183,835
Revolving credit maturing on June 30, 2013			117,300				134,600
Other long-term debt			4,562				4,668
Deferred tax liability			7,200				7,200
Other postretirement benefits and other long-term liabilities			23,562				21,831
Total Long-Term Liabilities			336,459				352,134
Shareholders’ Equity			22,896				22,810
Total Liabilities and Shareholders’ Equity		$	504,021			$	502,268

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
NET SALES
Supply Technologies		$	97,185			$	77,444			$	191,423			$	160,415
Aluminum Products			37,572				21,635				74,160				43,993
Manufactured Products			63,546				64,326				124,421				140,247
		$	198,303			$	163,405			$	390,004			$	344,655
INCOME (LOSS) BEFORE INCOME TAXES
Supply Technologies		$	5,311			$	2,885			$	9,795			$	3,431
Aluminum Products			2,299				(1,794	)			4,235				(5,456	)
Manufactured Products			7,597				9,373				12,529				17,085
			15,207				10,464				26,559				15,060
Corporate and Other Costs			(4,246	)			(254	)			(7,228	)			(3,609	)
Interest Expense			(6,167	)			(6,128	)			(11,603	)			(12,099	)
		$	4,794			$	4,082			$	7,728				($648	)