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

Date of report (Date of earliest event reported): July 27, 2005

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)

23000 Euclid Avenue
Cleveland, Ohio 44117
(Address of principal executive offices)

(216) 692-7200
(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, 2005, the Company issued a press release announcing its 2005 second quarter results. The press release is attached hereto as Exhibit 99.1.

Item 9.01.		Financial Statements and Exhibits.

(c)		Exhibits

Exhibit
Number		Description
99.1		Park-Ohio Holdings Corp. Press Release, dated July 27, 2005.

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, 2005.

Exhibit 99.1

FOR IMMEDIATE RELEASE		CONTACT:		EDWARD F. CRAWFORD
				PARK-OHIO HOLDINGS CORP.
				(216) 692-7200

Park-Ohio Reports Continued Growth in Sales and Profit
in Second Quarter 2005

     CLEVELAND, OHIO, July 27, 2005 — Park-Ohio Holdings Corp. (NASDAQ:PKOH), today announced results for its second quarter ended June 30, 2005.

SIX MONTHS RESULTS

     Park-Ohio reported net income of $13.7 million or $1.21 per share dilutive for the first six months of 2005, a 10% increase on net income of $12.5 million or $1.12 per share dilutive in the same period of 2004. Park-Ohio reported net sales of $457.7 million for the first six months of 2005, a 16% increase on net sales of $393.3 million in the same period of 2004.

SECOND QUARTER RESULTS

     Park-Ohio reported net income of $7.5 million or $.66 per share dilutive for the second quarter of 2005, a 12% increase on net income of $6.7 million or $.60 per share dilutive in the same period of 2004. Park-Ohio reported net sales of $228.8 million for second quarter 2005, a 14% increase on net sales of $200.9 million in the same quarter of 2004.

      Edward F. Crawford, Chairman and Chief Executive Officer, stated, “We continue to generate solid revenue growth due to robust activity in most of our end markets. Margins increased in the second quarter as a result of our pricing and cost reduction initiatives. These improved business trends give us confidence that we will perform toward the high end of our previously announced EPS guidance range of $2.00 to $2.30 per share dilutive for the year 2005.”

     A conference call reviewing Park-Ohio’s second quarter results will be broadcast live over the Internet on Thursday, July 28, commencing at 1:30 pm Eastern Time. Simply log on to http://www.pkoh.com.

     Park-Ohio is a leading provider of supply chain logistics services, and a manufacturer of highly engineered products. Headquartered in Cleveland, Ohio, the Company operates 24 manufacturing sites and 32 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, 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,
		2005				2004				2005				2004
Net sales		$	228,795			$	200,908			$	457,678			$	393,278
Cost of products sold			193,429				167,256				387,216				329,388
Gross profit			35,366				33,652				70,462				63,890
Selling, general and administrative expenses			20,428				19,755				42,079				37,452
Operating income			14,938				13,897				28,383				26,438
Interest expense			6,715				6,196				13,174				12,332
Income before income taxes			8,223				7,701				15,209				14,106
Income taxes			710				1,035				1,509				1,626
Net income		$	7,513			$	6,666			$	13,700			$	12,480
Amounts per common share:
Basic		$	0.69			$	0.63			$	1.26			$	1.18
Diluted		$	0.66			$	0.60			$	1.21			$	1.12
Common shares used in the computation
Basic			10,886				10,603				10,880				10,584
Diluted			11,348				11,164				11,363				11,129
Other financial data:
EBITDA, as defined		$	19,531			$	17,884			$	37,515			$	34,426

Note A—The effective income tax rate for the first six months of 2005 is less than the statutory Federal income tax rate due primarily to the recognition of net operating loss carryforwards.

Note B—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,
		2005				2004				2005				2004
Net income		$	7,513			$	6,666			$	13,700			$	12,480
Add back:
Income taxes			710				1,035				1,509				1,626
Interest expense			6,715				6,196				13,174				12,332
Depreciation and amortization			4,429				3,937				8,876				7,904
Miscellaneous			164				50				256				84
EBITDA, as defined		$	19,531			$	17,884			$	37,515			$	34,426

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

		June 30				December 31
		2005				2004
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	1,483			$	7,157
Accounts receivable, net			154,656				145,475
Inventories			190,722				177,294
Other current assets			14,240				14,593
Total Current Assets			361,101				344,519
Property, Plant and Equipment			235,606				229,494
Less accumulated depreciation			125,191				118,821
Total Property Plant and Equipment			110,415				110,673
Other Assets
Goodwill			82,442				82,565
Net assets held for sale			1,799				3,027
Other			69,424				69,238
Total Other Assets			153,665				154,830
Total Assets		$	625,181			$	610,022
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	90,405			$	108,868
Accrued expenses			64,331				60,003
Current portion of long-term liabilities			7,540				5,812
Total Current Liabilities			162,276				174,683
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			210,000				210,000
Revolving credit maturing on December 31, 2010			135,600				120,600
Other long-term debt			5,524				4,776
Other postretirement benefits and other long-term liabilities			26,098				27,570
Total Long-Term Liabilities			377,222				362,946
Shareholders’ Equity			85,683				72,393
Total Liabilities and Shareholders’ Equity		$	625,181			$	610,022

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

		Three Months Ended June 30								Six Months Ended June 30
		2005				2004				2005				2004
NET SALES
ILS		$	129,515			$	114,849			$	256,402			$	231,114
Aluminum Products			43,094				28,269				85,984				55,850
Manufactured Products			56,186				57,790				115,292				106,314
		$	228,795			$	200,908			$	457,678			$	393,278
INCOME BEFORE INCOME TAXES
ILS		$	8,271			$	8,269			$	16,475			$	17,478
Aluminum Products			3,481				2,744				5,904				4,331
Manufactured Products			5,949				5,229				11,762				8,521
			17,701				16,242				34,141				30,330
Corporate and Other Costs			(2,763	)			(2,345	)			(5,758	)			(3,892	)
Interest Expense			(6,715	)			(6,196	)			(13,174	)			(12,332	)
		$	8,223			$	7,701			$	15,209			$	14,106