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): May 8, 2007

Park-Ohio Holdings Corp.

(Exact name of registrant as specified in its charter)

Ohio				34-1867219
(State or other jurisdiction of		000-03134		(I.R.S. Employer
incorporation or organization)		(Commission File No.)		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 May 8, 2007, the Company issued a press release announcing its 2007 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 8, 2007.

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 8, 2007

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

 

Park-Ohio Reports Increased Revenue and Income in First Quarter 2007

     CLEVELAND, OHIO, May 8, 2007 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its first quarter ended March 31, 2007.

     Park-Ohio reported net sales of $267.9 million for first quarter 2007, a 3% increase on sales of $260.2 million for first quarter 2006. Park-Ohio reported net income of $5.2 million, or $.45 per share dilutive, for first quarter 2007, an 8% increase on net income of $4.8 million, or $.42 per share dilutive, for first quarter 2006.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “We are pleased with our continued trend of global growth in revenue and profitability. Our same-quarter sales have grown for 14 straight quarters. Compared to four years earlier we have generated compound growth rates of 15% for sales and 21% for net income. We continue to be well positioned to achieve our previous guidance of 10% sales growth and 25% earnings growth this year, producing EBIT of $72 to $78 million and dilutive earnings per share of $2.10 to $2.35 in 2007.”

     A conference call reviewing Park-Ohio’s first quarter results will be broadcast live over the Internet on Wednesday, May 9, commencing at 10:00 am 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 55 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 INCOME (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands, Except per Share Data)

		Three Months Ended
		March 31,
		2007				2006
Net sales		$	267,886			$	260,221
Cost of products sold			229,277				223,334
Gross profit			38,609				36,887
Selling, general and administrative expenses			25,490				21,719
Gain on sale of assets held for sale			(2,299	)			0
Operating income			15,418				15,168
Interest expense			8,007				7,370
Income before income taxes			7,411				7,798
Income taxes			2,206				3,041
Net Income		$	5,205			$	4,757
Amounts per common share:
Basic		$	0.47			$	0.43
Diluted		$	0.45			$	0.42
Common shares used in the computation
Basic			11,049				10,970
Diluted			11,553				11,438
Other financial data:
EBITDA, as defined		$	18,971			$	20,214

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,
		2007				2006
Net income		$	5,205			$	4,757
Add back:
Income taxes			2,206				3,041
Interest expense			8,007				7,370
Depreciation and amortization			5,247				4,780
Gain on sale of assets held for sale			(2,299	)			0
Miscellaneous			605				266
EBITDA, as defined		$	18,971			$	20,214

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

		March 31,				December 31,
		2007				2006
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	24,831			$	21,637
Accounts receivable, net			195,934				181,893
Inventories			220,880				223,936
Deferred tax assets			34,142				34,142
Other current assets			24,149				24,218
Total Current Assets			499,936				485,826
Property, Plant and Equipment			256,844				251,565
Less accumulated depreciation			151,442				146,980
Total Property Plant and Equipment			105,402				104,585
Other Assets
Goodwill			98,246				98,180
Net assets held for sale			4,331				6,959
Other			89,618				88,592
Total Other Assets			192,195				193,731
Total Assets		$	797,533			$	784,142
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	112,739			$	132,864
Accrued expenses			84,832				78,655
Current portion of long-term liabilities			8,283				5,873
Total Current Liabilities			205,854				217,392
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			210,000				210,000
Revolving credit maturing on December 31, 2010			171,800				156,700
Other long-term debt			4,544				4,790
Deferred tax liability			32,089				32,089
Other postretirement benefits and other long-term liabilities			28,734				24,434
Total Long-Term Liabilities			447,167				428,013
Shareholders’ Equity			144,512				138,737
Total Liabilities and Shareholders’ Equity		$	797,533			$	784,142

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

		Three Months Ended March 31,
		2007				2006
NET SALES
ILS		$	138,757			$	150,159
Aluminum Products			42,087				42,702
Manufactured Products			87,042				67,360
		$	267,886			$	260,221
INCOME BEFORE INCOME TAXES
ILS		$	6,584			$	10,422
Aluminum Products			750				2,040
Manufactured Products			9,509				5,662
			16,843				18,124
Corporate and Other Costs			(1,425	)			(2,956	)
Interest Expense			(8,007	)			(7,370	)
		$	7,411			$	7,798