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):   October 30, 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)

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 October 30, 2007, the Company issued a press release announcing its 2007 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 October 30, 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: October 30, 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 October 30, 2007

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT: EDWARD F. CRAWFORD
PARK-OHIO HOLDINGS CORP.
440-947-2000

Park-Ohio Reports Record Third Quarter Earnings

     CLEVELAND, OHIO, October 30, 2007 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its third quarter ended September 30, 2007.

NINE MONTHS RESULTS

     Park-Ohio reported net sales of $823.6 million for the first nine months of 2007, a 5% increase on sales of $785.8 million for the same period of 2006. Park-Ohio reported net income of $17.3 million, or $1.48 per share dilutive, for the first nine months of 2007, a 29% increase on $13.4 million, or $1.17 per share dilutive, in the same period of 2006.

THIRD QUARTER RESULTS

     Park-Ohio reported net sales of $269.1 million for third quarter 2007, a 5% increase on sales of $257.2 million for third quarter 2006. Park-Ohio reported net income of $6.2 million, or $.53 per share dilutive, for third quarter 2007, a 68% increase on net income of $3.7 million, or $.33 per share dilutive, for third quarter 2006.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “Solid results during what has historically been our seasonally slow third quarter demonstrate the strength of our international performance and the results of ongoing margin improvement initiatives. We expect 2007 EPS to be between $2.10 and $2.20 dilutive.”

     A conference call reviewing Park-Ohio’s third quarter results will be broadcast live over the Internet on Wednesday, October 31, 2007, 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				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007			2006
Net sales	$	269,104	$	257,167	$	823,626		$	785,841
Cost of products sold		226,880		220,968		700,413			675,039
Gross profit		42,224		36,199		123,213			110,802
Selling, general and administrative expenses		24,187		22,443		74,537			66,372
Gain on sale of assets held for sale		0		0		(2,299	)		0
Operating income		18,037		13,756		50,975			44,430
Interest expense		7,993		8,065		24,286			23,170
Income before income taxes		10,044		5,691		26,689			21,260
Income taxes		3,816		1,955		9,408			7,866
Net income	$	6,228	$	3,736	$	17,281		$	13,394
Amounts per common share:
Basic	$	0.56	$	0.34	$	1.56		$	1.22
Diluted	$	0.53	$	0.33	$	1.48		$	1.17
Common shares used in the computation:
Basic		11,127		11,007		11,079			10,987
Diluted		11,707		11,451		11,641			11,448
Other financial data:
EBITDA, as defined	$	23,821	$	18,332	$	66,178		$	59,356

     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				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007			2006
Net income	$	6,228	$	3,736	$	17,281		$	13,394
Add back:
Income taxes		3,816		1,955		9,408			7,866
Interest expense		7,993		8,065		24,286			23,170
Depreciation and amortization		5,254		4,270		15,782			14,097
Gain on the sale of assets held for sale		0		0		(2,299	)		0
Miscellaneous		530		306		1,720			829
EBITDA, as defined	$	23,821	$	18,332	$	66,178		$	59,356

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

	September 30,		December 31,
	2007		2006
	(Unaudited)		(Audited)
	(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	18,878	$	21,637
Accounts receivable, net		197,644		181,893
Inventories		206,828		223,936
Deferred tax assets		34,142		34,142
Other current assets		41,866		24,218
Total Current Assets		499,358		485,826
Property, Plant and Equipment		260,177		248,065
Less accumulated depreciation		158,223		146,980
Total Property Plant and Equipment		101,954		101,085
Other Assets
Goodwill		99,097		98,180
Net assets held for sale		4,112		6,959
Other		95,144		92,092
Total Other Assets		198,353		197,231
Total Assets	$	799,665	$	784,142
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	118,734	$	132,864
Accrued expenses		80,089		78,655
Current portion of long-term liabilities		9,535		5,873
Total Current Liabilities		208,358		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		155,600		156,700
Other long-term debt		1,918		4,790
Deferred tax liability		32,089		32,089
Other postretirement benefits and other long-term liabilities		28,238		24,434
Total Long-Term Liabilities		427,845		428,013
Shareholders’ Equity		163,462		138,737
Total Liabilities and Shareholders’ Equity	$	799,665	$	784,142

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
NET SALES
ILS	$	134,066		$	149,133		$	403,956		$	449,630
Aluminum Products		41,188			33,274			131,838			120,889
Manufactured Products		93,850			74,760			287,832			215,322
	$	269,104		$	257,167		$	823,626		$	785,841
INCOME BEFORE INCOME TAXES
ILS	$	8,288		$	8,796		$	20,420		$	29,449
Aluminum Products		1,131			(118	)		3,285			4,318
Manufactured Products		11,619			8,148			35,292			19,942
		21,038			16,826			58,997			53,709
Corporate and Other Costs		(3,001	)		(3,070	)		(8,022	)		(9,279	)
Interest Expense		(7,993	)		(8,065	)		(24,286	)		(23,170	)
	$	10,044		$	5,691		$	26,689		$	21,260