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 May 9, 2011, the Company issued a press release announcing its 2011 first 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 May 9, 2011.

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 May 9, 2011

EXHIBIT 99.1

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

ParkOhio Announces First Quarter 2011 Earnings Per Share Increased
Over 300% as Compared to 2010

     CLEVELAND, OHIO, May 9, 2011 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced that its earnings per share for its first quarter ended March 31, 2011 increased over 300% as compared to its first quarter of 2010.

     ParkOhio also reported net sales of $241.6 million for first quarter 2011, an increase of $49.9 million or 26% from net sales of $191.7 million for first quarter 2010 and reported net income of $8.7 million, or $.73 per share dilutive, for first quarter 2011, compared to net income of $2.1 million, or $.18 per share dilutive, for first quarter 2010, an increase of 314% and 306%, respectively.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “We are beginning to make progress.”

     A conference call reviewing ParkOhio’s first quarter results will be broadcast live over the Internet on Tuesday, May 10, 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 31 manufacturing sites and 49 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.

     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.

#####

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

		Three Months Ended
		March 31,
		2011				2010
Net sales		$	241,628			$	191,701
Cost of products sold			199,693				162,363
Gross profit			41,935				29,338
Selling, general and administrative expenses			25,665				20,968
Operating income			16,270				8,370
Interest expense			5,863				5,436
Income before income taxes			10,407				2,934
Income taxes			1,678				868
Net Income		$	8,729			$	2,066
Amounts per common share:
Basic		$	0.76			$	0.19
Diluted		$	0.73			$	0.18
Common shares used in the computation
Basic			11,460				11,108
Diluted			11,987				11,647
Other financial data:
EBITDA, as defined		$	20,668			$	13,050

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
		March 31,
		2011				2010
Net income		$	8,729			$	2,066
Add back:
Income taxes			1,678				868
Interest expense			5,863				5,436
Depreciation and amortization			3,955				4,168
Miscellaneous			443				512
EBITDA, as defined		$	20,668			$	13,050

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

		March 31,				December 31,
		2011				2010
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	30,814			$	35,311
Accounts receivable, net			146,470				126,409
Inventories			200,707				192,542
Deferred tax assets			10,496				10,496
Unbilled contract revenue			13,774				12,751
Other current assets			10,646				12,800
Total Current Assets			412,907				390,309
Property, Plant and Equipment			256,820				253,077
Less accumulated depreciation			189,664				184,294
Total Property Plant and Equipment			67,156				68,783
Other Assets
Goodwill			9,671				9,100
Other			85,227				84,340
Total Other Assets			94,898				93,440
Total Assets		$	574,961			$	552,532
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	114,972			$	95,695
Accrued expenses			66,199			$	59,487
Current portion of long-term debt			7,792			$	13,756
Current portion of other postretirement benefits			2,178				2,178
Total Current Liabilities			191,141				171,116
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			183,835				183,835
Revolving credit facility			103,800				113,300
Other long-term debt			5,058				5,322
Deferred tax liability			9,721				9,721
Other postretirement benefits and other long-term liabilities			23,372				22,863
Total Long-Term Liabilities			325,786				335,041
Shareholders’ Equity			58,034				46,375
Total Liabilities and Shareholders’ Equity		$	574,961			$	552,532

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

		Three Months Ended March 31,
		2011				2010
NET SALES
Supply Technologies		$	123,226			$	94,238
Aluminum Products			39,041				36,588
Manufactured Products			79,361				60,875
		$	241,628			$	191,701
INCOME (LOSS) BEFORE INCOME TAXES
Supply Technologies		$	8,633			$	4,484
Aluminum Products			3,314				1,936
Manufactured Products			8,546				4,933
			20,493				11,353
Corporate and Other Costs			(4,223	)			(2,983	)
Interest Expense			(5,863	)			(5,436	)
		$	10,407			$	2,934