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 31, 2007

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 July 31, 2007, the Company issued a press release announcing its 2007 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 31, 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 July 31, 2007

EXHIBIT 99.1

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

Park-Ohio Growth Continues in Second Quarter 2007

     CLEVELAND, OHIO, July 31, 2007 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its second quarter ended June 30, 2007.

SIX MONTHS RESULTS

     Park-Ohio reported net sales of $554.5 million for the first six months of 2007, a 5% increase on sales of $528.7 million for the same period of 2006. Park-Ohio reported net income of $11.1 million, or $.95 per share dilutive, for the first six months of 2007, a 14% increase on $9.7 million, or $.84 per share dilutive, in the same period of 2006.

SECOND QUARTER RESULTS

     Park-Ohio reported net sales of $286.6 million for second quarter 2007, a 7% increase on sales of $268.5 million for second quarter 2006. Park-Ohio reported net income of $5.8 million, or $.50 per share dilutive, for second quarter 2007, an 18% increase on net income of $4.9 million, or $.43 per share dilutive, for second quarter 2006.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “The diversity of Park-Ohio’s business model was evident as revenues and earnings grew 7% and 18% respectively, in line with management’s expectations, despite strong headwinds from the heavy truck and U.S. auto manufacturing segments. Order backlogs in our Manufactured Products group are very strong and, combined with improved profitability at Integrated Logistics Solutions (ILS) during the second half, are expected to more than offset continuing sluggish performance in the Aluminum group. We reiterate our 2007 EPS forecast range of $2.10 to $2.35 dilutive.”

     A conference call reviewing Park-Ohio’s second quarter results will be broadcast live over the Internet on Wednesday, August 1, 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 54 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.

#####

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,
		2007				2006				2007				2006
Net sales		$	286,636			$	268,453			$	554,522			$	528,674
Cost of products sold			244,256				230,738				473,533				454,072
Gross profit			42,380				37,715				80,989				74,602
Selling, general and administrative expenses			24,859				22,209				50,349				43,928
Gain on sale of assets held for sale			0				0				(2,299	)			0
Operating income			17,521				15,506				32,939				30,674
Interest expense			8,286				7,735				16,293				15,105
Income before income taxes			9,235				7,771				16,646				15,569
Income taxes			3,386				2,870				5,593				5,911
Net income		$	5,849			$	4,901			$	11,053			$	9,658
Amounts per common share:
Basic		$	0.53			$	0.45			$	1.00			$	0.88
Diluted		$	0.50			$	0.43			$	0.95			$	0.84
Common shares used in the computation
Basic			11,061				10,983				11,055				10,976
Diluted			11,631				11,446				11,598				11,440
Other financial data:
EBITDA, as defined		$	23,386			$	20,810			$	42,357			$	41,024

Note A—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,
		2007				2006				2007				2006
Net income		$	5,849			$	4,901			$	11,053			$	9,658
Add back:
Income taxes			3,386				2,870				5,593				5,911
Interest expense			8,286				7,735				16,293				15,105
Depreciation and amortization			5,280				5,047				10,527				9,827
Gain on the sale of assets held for sale			0				0				(2,299	)			0
Miscellaneous			585				257				1,190				523
EBITDA, as defined		$	23,386			$	20,810			$	42,357			$	41,024

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

		June 30,				December 31,
		2007				2006
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	20,500			$	21,637
Accounts receivable, net			189,274				181,893
Inventories			211,812				223,936
Deferred tax assets			34,142				34,142
Other current assets			34,199				24,218
Total Current Assets			489,927				485,826
Property, Plant and Equipment			255,765				248,065
Less accumulated depreciation			155,022				146,980
Total Property Plant and Equipment			100,743				101,085
Other Assets
Goodwill			98,676				98,180
Net assets held for sale			4,458				6,959
Other			93,986				92,092
Total Other Assets			197,120				197,231
Total Assets		$	787,790			$	784,142
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	116,468			$	132,864
Accrued expenses			66,163				78,655
Current portion of long-term liabilities			7,915				5,873
Total Current Liabilities			190,546				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			169,100				156,700
Other long-term debt			3,985				4,790
Deferred tax liability			32,089				32,089
Other postretirement benefits and other long-term liabilities			28,447				24,434
Total Long-Term Liabilities			443,621				428,013
Shareholders’ Equity			153,623				138,737
Total Liabilities and Shareholders’ Equity		$	787,790			$	784,142

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2007				2006				2007				2006
NET SALES
ILS		$	131,133			$	150,338			$	269,890			$	300,497
Aluminum Products			48,563				44,913				90,650				87,615
Manufactured Products			106,940				73,202				193,982				140,562
		$	286,636			$	268,453			$	554,522			$	528,674
INCOME BEFORE INCOME TAXES
ILS		$	5,548			$	10,231			$	12,132			$	20,653
Aluminum Products			1,404				2,396				2,154				4,436
Manufactured Products			14,164				6,132				23,673				11,794
			21,116				18,759				37,959				36,883
Corporate and Other Costs			(3,595	)			(3,253	)			(5,020	)			(6,209	)
Interest Expense			(8,286	)			(7,735	)			(16,293	)			(15,105	)
		$	9,235			$	7,771			$	16,646			$	15,569