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		000-03134		34-1867219
(State or other jurisdiction of		(Commission File No.)		(I.R.S. Employer
incorporation or organization)				Identification Number)

6065 Parkland Blvd.
Cleveland, Ohio 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 November 3, 2008, the Company issued a press release announcing its 2008 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 November 3, 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 November 3, 2008

EXHIBIT 99.1

FOR IMMEDIATE RELEASE		CONTACT:		EDWARD F. CRAWFORD
				PARK-OHIO HOLDINGS CORP.
				(440) 947-2000

ParkOhio Announces Third Quarter Results

     CLEVELAND, OHIO, November 3, 2008 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its third quarter ended September 30, 2008.

THIRD QUARTER RESULTS

     Net sales were $266.1 million for third quarter 2008, essentially unchanged from net sales of $269.1 million for third quarter 2007. ParkOhio reported a net loss of ($9.1) million or ($.82) per share dilutive for the third quarter of 2008 compared to net income of $6.2 million or $.53 per share dilutive in the third quarter of 2007. Net income, as adjusted ^(a) for the third quarter of 2008 was $2.7 million or $.24 per share dilutive, compared to net income of $6.2 million or $.53 per share dilutive for third quarter 2007.

NINE MONTHS RESULTS

     Net sales were $819.2 million for the first nine months of 2008, essentially unchanged from net sales of $823.6 million for the same period of 2007. ParkOhio reported net income of $.1 million or $.01 per share dilutive for the nine months ended September 30, 2008, compared to net income of $17.3 million or $1.48 per share dilutive in the same period of 2007. Net income, as adjusted^(a) was $11.8 million or $1.02 per share dilutive for the first nine months of 2008, versus $17.3 million or $1.48 per share dilutive in the same period of 2007.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated “We are all concerned about the health and long term viability of the domestic automobile business. Although the current production atmosphere is affecting the overall performance of ParkOhio, we believe we are approaching the nadir in the auto industry.

     We are very pleased to have a balanced portfolio of other companies representing over 80% of our sales, performing very well, and they have positioned ParkOhio to respond to the current and future economic fluctuations.”

(A) Reconciliation to GAAP (in millions):		Quarter ended								Nine months ended
		September 30,								September 30,
		2008				2007				2008				2007
Net income (loss), as reported		$	(9.1	)		$	6.2			$	.1			$	17.3
Income taxes (benefit), as reported			(4.6	)			3.8				.8				9.4
Income (loss) before income taxes, as reported			(13.7	)			10.0				.9				26.7
Impairment charges (1)			18.1				0				18.1				0
Income taxes, as adjusted			(1.7	)			(3.8	)			(7.2	)			(9.4	)
Net income, as adjusted		$	2.7			$	6.2			$	11.8			$	17.3

-more-

     A conference call reviewing ParkOhio’s third quarter results will be broadcast live over the Internet on Tuesday, November 4, commencing at 10:00 am Eastern Time. Simply log on to http://www.pkoh.com.

     ParkOhio 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.

     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, including as a result of the current global financial crisis; 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 OPERATIONS (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands, Except per Share Data)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
Net sales		$	266,148			$	269,104			$	819,178			$	823,626
Cost of products sold (Note B)			226,759				226,880				697,361				700,413
Gross profit			39,389				42,224				121,817				123,213
Selling, general and administrative expenses			28,799				24,187				82,755				74,537
Impairment charges (Note B)			17,480				0				17,480				0
Gain on sale of assets held for sale			0				0				0				(2,299	)
Operating income (loss)			(6,890	)			18,037				21,582				50,975
Interest expense			6,775				7,993				20,672				24,286
Income (loss) before income taxes			(13,665	)			10,044				910				26,689
Income taxes (benefit)			(4,597	)			3,816				779				9,408
Net income (loss)		$	(9,068	)		$	6,228			$	131			$	17,281
Amounts per common share:
Basic		$	(0.82	)		$	0.56			$	0.01			$	1.56
Diluted		$	(0.82	)		$	0.53			$	0.01			$	1.48
Common shares used in the computation:
Basic			11,006				11,127				11,081				11,079
Diluted			11,006				11,707				11,605				11,641
Other financial data:
EBITDA, as defined (Note A)		$	17,618			$	23,821			$	58,205			$	66,178

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								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
Net income (loss)		$	(9,068	)		$	6,228			$	131			$	17,281
Add back:
Income taxes (benefit)			(4,597	)			3,816				779				9,408
Interest expense			6,775				7,993				20,672				24,286
Depreciation and amortization			5,586				5,254				15,974				15,782
Impairment charges (Note B)			18,059				0				18,059				0
Gain on the sale of assets held for sale			0				0				0				(2,299	)
Miscellaneous			863				530				2,590				1,720
EBITDA, as defined		$	17,618			$	23,821			$	58,205			$	66,178

Note B—In the third quarter of 2008, the Company recorded $18.1 million of impairment charges associated with the recent volume declines and volatility in the automotive markets ($13.8 million in the Aluminum Products segment and $4.3 million in the Manufactured Products segment). Inventory impairment charges of $.6 million were included in Cost of Products Sold and $17.5 million were included in impairment charges.

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

		September 30,				December 31,
		2008				2007
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	28,992			$	14,512
Accounts receivable, net			185,697				172,357
Inventories			236,581				215,409
Deferred tax assets			21,897				21,897
Unbilled contract revenue			21,014				24,817
Other current assets			13,593				15,232
Total Current Assets			507,774				464,224
Property, Plant and Equipment			250,679				266,222
Less accumulated depreciation			156,285				160,665
Total Property Plant and Equipment			94,394				105,557
Other Assets
Goodwill			100,683				100,997
Net assets held for sale			0				3,330
Other			104,272				95,081
Total Other Assets			204,955				199,408
Total Assets		$	807,123			$	769,189
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	136,045			$	121,875
Accrued expenses			75,046				67,007
Current portion of long-term debt			8,063				2,362
Current portion of other postretirement benefits			2,041				2,041
Total Current Liabilities			221,195				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			160,200				145,400
Other long-term debt			2,114				2,287
Deferred tax liability			22,722				22,722
Other postretirement benefits and other long-term liabilities			23,770				24,017
Total Long-Term Liabilities			418,806				404,426
Shareholders’ Equity			167,122				171,478
Total Liabilities and Shareholders’ Equity		$	807,123			$	769,189

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2008				2007				2008				2007
NET SALES
Supply Technologies		$	131,668			$	134,066			$	399,452			$	403,956
Aluminum Products			35,784				41,188				120,304				131,838
Manufactured Products			98,696				93,850				299,422				287,832
		$	266,148			$	269,104			$	819,178			$	823,626
INCOME (LOSS) BEFORE INCOME TAXES (Note A)
Supply Technologies		$	5,259			$	8,288			$	16,551			$	20,420
Aluminum Products			(17,557	)			1,131				(18,674	)			3,285
Manufactured Products			10,062				11,619				37,703				35,292
			(2,236	)			21,038				35,580				58,997
Corporate and Other Costs			(4,654	)			(3,001	)			(13,998	)			(8,022	)
Interest Expense			(6,775	)			(7,993	)			(20,672	)			(24,286	)
		$	(13,665	)		$	10,044			$	910			$	26,689

Note A — During the third quarter of 2008, the Company recorded $18,059 of impairment charges associated with the recent volume declines and volatility in the automotive markets. Below is a summary of these charges by segment.

						Cost of
		Asset				Products
		Impairment				Sold				Total
Aluminum Products		$	13,189			$	579			$	13,768
Manufactured Products			4,291				0				4,291
		$	17,480			$	579			$	18,059