8-K

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.

	Park-Ohio Holdings Corp. (Registrant)
Date: July 31, 2007	By:	/s/ Richard P. Elliott
		Richard P. Elliott
		Vice President and Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
99.1	Park-Ohio Holdings Corp. Press Release, dated July 31, 2007

EX-99.1

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