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 12, 2008, the Company issued a press release announcing its 2008 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 12, 2008.

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 12, 2008

EXHIBIT 99.1

FOR IMMEDIATE RELEASE		CONTACT:		EDWARD F. CRAWFORD
				PARK-OHIO HOLDINGS CORP.
				(216) 947-2000

Park-Ohio Announces First Quarter Results

     CLEVELAND, OHIO, May 12, 2008 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its first quarter ended March 31, 2008.

     Park-Ohio reported net sales of $267.1 million for first quarter 2008, essentially unchanged from sales of $267.9 million for first quarter 2007. Park-Ohio reported net income of $3.5 million, or $.30 per share dilutive, for first quarter 2008, a 33% decrease compared to net income of $5.2 million, or $.45 per share dilutive, for first quarter 2007.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “We anticipated a slow start in 2008, with softness in our Supply Technologies and Aluminum Products segments. Our international industrial equipment business continues to be robust and we confirm our 2008 EPS guidance to be $2.10 to $2.25 dilutive.”

     A conference call reviewing Park-Ohio’s first quarter results will be broadcast live over the Internet on Tuesday, May 13, commencing at 10:00 am Eastern Time. Simply log on to http://www.pkoh.com.

     Park-Ohio is a leading provider of supply management 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,
		2008				2007
Net sales		$	267,090			$	267,886
Cost of products sold			228,397				229,277
Gross profit			38,693				38,609
Selling, general and administrative expenses			25,945				25,490
Gain on sale of assets held for sale			0				(2,299	)
Operating income			12,748				15,418
Interest expense			7,264				8,007
Income before income taxes			5,484				7,411
Income taxes			2,002				2,206
Net Income		$	3,482			$	5,205
Amounts per common share:
Basic		$	0.31			$	0.47
Diluted		$	0.30			$	0.45
Common shares used in the computation
Basic			11,153				11,049
Diluted			11,689				11,553
Other financial data:
EBITDA, as defined		$	18,721			$	18,971

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,
		2008				2007
Net income		$	3,482			$	5,205
Add back:
Income taxes			2,002				2,206
Interest expense			7,264				8,007
Depreciation and amortization			5,233				5,247
Gain on sale of assets held for sale			0				(2,299	)
Miscellaneous			740				605
EBITDA, as defined		$	18,721			$	18,971

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

		March 31,				December 31,
		2008				2007
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	22,940			$	14,512
Accounts receivable, net			196,536				172,357
Inventories			224,491				215,409
Deferred tax assets			21,897				21,897
Unbilled contract revenue			26,854				24,817
Other current assets			14,907				15,232
Total Current Assets			507,625				464,224
Property, Plant and Equipment			271,309				266,222
Less accumulated depreciation			166,006				160,665
Total Property Plant and Equipment			105,303				105,557
Other Assets
Goodwill			101,029				100,997
Net assets held for sale			3,330				3,330
Other			101,037				95,081
Total Other Assets			205,396				199,408
Total Assets		$	818,324			$	769,189
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	124,362			$	121,875
Accrued expenses			81,350			$	67,007
Current portion of long-term debt			2,428			$	2,362
Current portion of other postretirement benefits			2,041				2,041
Total Current Liabilities			210,181				193,285
Long-Term Liabilities, less current portion 8.375% Senior Subordinated Notes due 2014			210,000				210,000
Revolving credit maturing on December 31, 2010			172,900				145,400
Other long-term debt			2,487				2,287
Deferred tax liability			22,722				22,722
Other postretirement benefits and other long-term liabilities			23,908				24,017
Total Long-Term Liabilities			432,017				404,426
Shareholders’ Equity			176,126				171,478
Total Liabilities and Shareholders’ Equity		$	818,324			$	769,189

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

		Three Months Ended March 31,
		2008				2007
NET SALES
Supply Technologies		$	129,233			$	138,757
Aluminum Products			40,536				42,087
Manufactured Products			97,321				87,042
		$	267,090			$	267,886
INCOME BEFORE INCOME TAXES
Supply Technologies		$	4,707			$	6,584
Aluminum Products			(1,055	)			750
Manufactured Products			13,222				9,509
			16,874				16,843
Corporate and Other Costs			(4,126	)			(1,425	)
Interest Expense			(7,264	)			(8,007	)
		$	5,484			$	7,411