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 8, 2009, the Company issued a press release announcing its 2009 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, 2009.

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, 2009

EXHIBIT 99.1

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

ParkOhio Announces First Quarter Results

     CLEVELAND, OHIO, May 8, 2009 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its first quarter ended March 31, 2009.

     ParkOhio reported net sales of $181.3 million for first quarter 2009, a decrease of $85.8 million from net sales of $267.1 million for first quarter 2008. ParkOhio reported a net loss of $5.5 million, or $.50 per share dilutive, for first quarter 2009, compared to net income of $3.5 million, or $.30 per share dilutive, for first quarter 2008.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “A 32% year over year reduction in sales has resulted in a loss in the first quarter of 2009. We continue to adjust our operating expenses and expect better performance in the second quarter.”

     A conference call reviewing ParkOhio’s first quarter results will be broadcast live over the Internet on Monday, May 11, commencing at 10:00 am Eastern Time. Simply log on to http://www.pkoh.com.

     ParkOhio is a leading provider of supply management services and a manufacturer of highly engineered products. Headquartered in Cleveland, Ohio, the Company operates 28 manufacturing sites and 40 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
		March 31,
		2009				2008
Net sales		$	181,250			$	267,090
Cost of products sold			157,388				228,397
Gross profit			23,862				38,693
Selling, general and administrative expenses			22,621				25,945
Operating income			1,241				12,748
Interest expense			5,971				7,264
(Loss) income before income taxes			(4,730	)			5,484
Income taxes			732				2,002
Net (loss) income			($5,462	)		$	3,482
Amounts per common share:
Basic			($0.50	)		$	0.31
Diluted			($0.50	)		$	0.30
Common shares used in the computation
Basic			10,950				11,153
Diluted			10,950				11,689
Other financial data:
EBITDA, as defined		$	7,726			$	18,721

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 (loss) income to EBITDA, as defined:

		Three Months Ended
		March 31,
		2009				2008
Net (loss) income			($5,462	)		$	3,482
Add back:
Income taxes			732				2,002
Interest expense			5,971				7,264
Depreciation and amortization			5,194				5,233
Miscellaneous			1,291				740
EBITDA, as defined		$	7,726			$	18,721

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

		March 31,				December 31,
		2009				2008
		(Unaudited)				(Audited)
		(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents		$	14,165			$	17,825
Accounts receivable, net			132,736				165,779
Inventories			223,903				228,817
Deferred tax assets			9,446				9,446
Unbilled contract revenue			24,293				25,602
Other current assets			10,803				12,818
Total Current Assets			415,346				460,287
Property, Plant and Equipment			248,490				248,474
Less accumulated depreciation			161,059				157,832
Total Property Plant and Equipment			87,431				90,642
Other Assets
Goodwill			3,935				4,109
Other			65,204				64,182
Total Other Assets			69,139				68,291
Total Assets		$	571,916			$	619,220
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	90,360			$	121,995
Accrued expenses			62,656			$	74,351
Current portion of long-term debt			2,808			$	8,778
Current portion of other postretirement benefits			2,290				2,290
Total Current Liabilities			158,114				207,414
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014			198,985				198,985
Revolving credit maturing on December 31, 2010			173,900				164,600
Other long-term debt			2,128				2,283
Deferred tax liability			9,090				9,090
Other postretirement benefits and other long-term liabilities			24,330				24,093
Total Long-Term Liabilities			408,433				399,051
Shareholders’ Equity			5,369				12,755
Total Liabilities and Shareholders’ Equity		$	571,916			$	619,220

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

		Three Months Ended March 31,
		2009				2008
NET SALES
Supply Technologies		$	82,971			$	129,233
Aluminum Products			22,358				40,536
Manufactured Products			75,921				97,321
		$	181,250			$	267,090
(LOSS) INCOME BEFORE INCOME TAXES
Supply Technologies		$	546			$	4,707
Aluminum Products			(3,662	)			(1,055	)
Manufactured Products			7,712				13,222
			4,596				16,874
Corporate and Other Costs			(3,355	)			(4,126	)
Interest Expense			(5,971	)			(7,264	)
			($4,730	)		$	5,484