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): August 11, 2008

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, 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 August 11, 2008, the Company issued a press release announcing its 2008 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 August 11, 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.

	Park-Ohio Holdings Corp. (Registrant)
Date: August 11, 2008	By:	/s/ Jeffrey L. Rutherford
	Jeffrey L. Rutherford
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
99.1	Park-Ohio Holdings Corp. Press Release, dated August 11, 2008

EX-99.1

Exhibit 99.1

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

Park-Ohio Announces Second Quarter Results

     CLEVELAND, OHIO, August 11, 2008 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its second quarter ended June 30, 2008.

SECOND QUARTER RESULTS

     Net sales were $285.9 million for second quarter 2008, essentially unchanged from net sales of $286.6 million for second quarter 2007. Net income for the second quarter of 2008 was $5.7 million, or $.49 per share dilutive compared to net income of $5.8 million, or $.50 per share dilutive, for second quarter 2007.

SIX MONTHS RESULTS

     Net sales were $553.0 million for the first six months of 2008, essentially unchanged from net sales of $554.5 million for the same period of 2007. Net income was $9.2 million, or $.79 per share dilutive, versus $11.1 million, or $.95 per share dilutive, in the same period of 2007.

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “We are pleased with the overall performance of most of our businesses, particularly our Manufactured Products Division servicing the worldwide aerospace, rail, steel, oil and gas industries. We expect our Supply Technologies unit to continue to improve through the balance of 2008. Our automotive businesses, most notably Aluminum Products, continue to be slower than anticipated and we are taking the appropriate steps to reduce costs and implement new business.”

     A conference call reviewing Park-Ohio’s second quarter results will be broadcast live over the Internet on Tuesday, August 12, 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 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.

- 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,
	2008		2007		2008		2007
Net sales	$	285,940	$	286,636	$	553,030	$	554,522
Cost of products sold		242,205		244,256		470,602		473,533
Gross profit		43,735		42,380		82,428		80,989
Selling, general and administrative expenses		28,012		24,859		53,957		50,349
Gain on sale of assets held for sale		0		0		0		(2,299	)
Operating income		15,723		17,521		28,471		32,939
Interest expense		6,632		8,286		13,896		16,293
Income before income taxes		9,091		9,235		14,575		16,646
Income taxes		3,374		3,386		5,376		5,593
Net Income	$	5,717	$	5,849	$	9,199	$	11,053
Amounts per common share:
Basic	$	0.52	$	0.53	$	0.83	$	1.00
Diluted	$	0.49	$	0.50	$	0.79	$	0.95
Common shares used in the computation
Basic		11,082		11,061		11,118		11,055
Diluted		11,597		11,631		11,644		11,598
Other financial data:
EBITDA, as defined	$	21,866	$	23,386	$	40,587	$	42,357

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,
	2008		2007		2008		2007
Net income	$	5,717	$	5,849	$	9,199	$	11,053
Add back:
Income taxes		3,374		3,386		5,376		5,593
Interest expense		6,632		8,286		13,896		16,293
Depreciation and amortization		5,155		5,280		10,388		10,527
Gain on the sale of assets held for sale		0		0		0		(2,299	)
Miscellaneous		988		585		1,728		1,190
EBITDA, as defined	$	21,866	$	23,386	$	40,587	$	42,357

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

	June 30,		December 31,
	2008		2007
	(Unaudited)		(Audited)
	(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	32,678	$	14,512
Accounts receivable, net		194,451		172,357
Inventories		233,056		215,409
Deferred tax assets		21,976		21,897
Unbilled contract revenue		21,570		24,817
Other current assets		15,705		15,232
Total Current Assets		519,436		464,224
Property, Plant and Equipment		275,804		266,222
Less accumulated depreciation		170,222		160,665
Total Property Plant and Equipment		105,582		105,557
Other Assets
Goodwill		101,060		100,997
Net assets held for sale		3,203		3,330
Other		102,547		95,081
Total Other Assets		206,810		199,408
Total Assets	$	831,828	$	769,189
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	139,311	$	121,875
Accrued expenses		78,813		67,007
Current portion of long-term debt		8,172		2,362
Current portion of other postretirement benefits		2,041		2,041
Total Current Liabilities		228,337		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		164,400		145,400
Other long-term debt		2,770		2,287
Deferred tax liability		22,722		22,722
Other postretirement benefits and other long-term liabilities		23,227		24,017
Total Long-Term Liabilities		423,119		404,426
Shareholders’ Equity		180,372		171,478
Total Liabilities and Shareholders’ Equity	$	831,828	$	769,189

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
NET SALES
Supply Technologies	$	138,551		$	131,133		$	267,784		$	269,890
Aluminum Products		43,984			48,563			84,520			90,650
Manufactured Products		103,405			106,940			200,726			193,982
	$	285,940		$	286,636		$	553,030		$	554,522
INCOME BEFORE INCOME TAXES
Supply Technologies	$	6,585		$	5,548		$	11,292		$	12,132
Aluminum Products		(62	)		1,404			(1,117	)		2,154
Manufactured Products		14,419			14,164			27,641			23,673
		20,942			21,116			37,816			37,959
Corporate and Other Costs		(5,219	)		(3,595	)		(9,345	)		(5,020	)
Interest Expense		(6,632	)		(8,286	)		(13,896	)		(16,293	)
	$	9,091		$	9,235		$	14,575		$	16,646