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): October 31, 2005

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)

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 October 31, 2005, the Company issued a press release announcing its 2005 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 October 31, 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.

		Park-Ohio Holdings Corp. (Registrant)
Date: October 31, 2005		By:		/s/ Richard P. Elliott
				Richard P. Elliott Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number		Description
99.1		Park-Ohio Holdings Corp. Press Release, dated October 31, 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 Third Quarter 2005

     CLEVELAND, OHIO, October 31, 2005 — Park-Ohio Holdings Corp. (NASDAQ:PKOH), today announced results for its third quarter ended September 30, 2005.

NINE MONTHS RESULTS

     Park-Ohio reported net income of $18.9 million or $1.66 per share dilutive for the first nine months of 2005, a 15% increase on net income of $16.5 million or $1.48 per share dilutive in the same period of 2004. Park Ohio reported net sales of $691.9 million for the first nine months of 2005, a 16% increase on sales of $594.2 million in the same period of 2004.

THIRD QUARTER RESULTS

     Park-Ohio reported net income of $5.2 million or $.45 per share dilutive for the third quarter of 2005, a 30% increase on net income of $4.0 million in the same period of 2004. Park-Ohio reported net sales of $234.2 million for third quarter 2005, a 17% increase on sales of $200.9 million in the same quarter of 2004.

     Earnings per share of $.45 per share dilutive for the quarter ended September 30, 2005 were reduced $.07 by the effects of the October 8, 2005 bankruptcy of a customer, Delphi Corporation. The accrual of these charges in the third quarter fully reflects the impact of this subsequent event. Delphi continues to be an active customer across the full range of products provided.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “Ongoing strength in most of our end markets offset auto related revenues which were below expectations, and substantially increased energy costs. Considering the effect of the Delphi bankruptcy, we now expect EPS for the year 2005 to range from $2.00 to $2.30 per share dilutive.”

     A conference call reviewing Park-Ohio’s third quarter results will be broadcast live over the Internet on Tuesday, November 1, commencing at 10:00am 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 43 supply chain logistics facilities.

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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.

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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,
		2005				2004				2005				2004
Net sales		$	234,247			$	200,875			$	691,925			$	594,154
Cost of products sold			198,327				169,549				585,543				498,938
Gross profit			35,920				31,326				106,382				95,216
Selling, general and administrative expenses			22,817				19,876				64,897				57,329
Operating income			13,103				11,450				41,485				37,887
Interest expense			7,200				6,510				20,374				18,842
Income before income taxes			5,903				4,940				21,111				19,045
Income taxes			751				949				2,260				2,575
Net income		$	5,152			$	3,991			$	18,851			$	16,470
Amounts per common share:
Basic		$	0.47			$	0.38			$	1.73			$	1.55
Diluted		$	0.45			$	0.36			$	1.66			$	1.48
Common shares used in the computation:
Basic			10,928				10,629				10,896				10,599
Diluted			11,414				11,225				11,385				11,164
Other financial data:
EBITDA, as defined		$	17,434			$	15,470			$	54,949			$	49,896

Note A—The effective income tax rate for the first nine 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								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Net income		$	5,152			$	3,991			$	18,851			$	16,470
Add back:
Income taxes			751				949				2,260				2,575
Interest expense			7,200				6,510				20,374				18,842
Depreciation and amortization			3,967				3,971				12,843				11,875
Miscellaneous			364				49				621				134
EBITDA, as defined		$	17,434			$	15,470			$	54,949			$	49,896

Note C—On July 20, 2005, the Company completed the acquisition of the assets of Purchased Parts Group, Inc. (“PPG”) for $7.0 million in cash, $.5 million in a short-term note payable and the assumption of approximately $12.0 million of trade liabilities. The acquisition was funded with borrowings under the Company’s bank revolving credit agreement.

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

		September 30				December 31
		2005				2004
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	10,828			$	7,157
Accounts receivable, net			171,064				145,475
Inventories			195,170				177,294
Other current assets			12,337				14,593
Total Current Assets			389,399				344,519
Property, Plant and Equipment			237,016				229,494
Less accumulated depreciation			124,932				118,821
Total Property Plant and Equipment			112,084				110,673
Other Assets
Goodwill			82,715				82,565
Net assets held for sale			1,992				3,027
Other			72,047				69,238
Total Other Assets			156,754				154,830
Total Assets		$	658,237			$	610,022
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	110,702			$	108,868
Accrued expenses			69,697				60,003
Current portion of long-term liabilities			4,449				5,812
Total Current Liabilities			184,848				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			139,300				120,600
Other long-term debt			5,905				4,776
Other postretirement benefits and other long-term liabilities			25,713				27,570
Total Long-Term Liabilities			380,918				362,946
Shareholders’ Equity			92,471				72,393
Total Liabilities and Shareholders’ Equity		$	658,237			$	610,022

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

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2005				2004				2005				2004
NET SALES
ILS		$	137,810			$	112,158			$	394,212			$	343,272
Aluminum Products			36,816				35,741				122,800				91,591
Manufactured Products			59,621				52,976				174,913				159,291
		$	234,247			$	200,875			$	691,925			$	594,154
INCOME BEFORE INCOME TAXES
ILS		$	8,200			$	6,216			$	24,675			$	23,694
Aluminum Products			1,515				2,235				7,419				6,566
Manufactured Products			5,995				5,183				17,757				13,704
			15,710				13,634				49,851				43,964
Corporate and Other Costs			(2,607	)			(2,184	)			(8,366	)			(6,077	)
Interest Expense			(7,200	)			(6,510	)			(20,374	)			(18,842	)
		$	5,903			$	4,940			$	21,111			$	19,045