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): November 3, 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, 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.

	Park-Ohio Holdings Corp. (Registrant)
Date: November 3, 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 November 3, 2008

EX-99.1

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

(1)	During the third quarter of 2008, ParkOhio recorded asset impairment charges associated with the recent volume declines and volatility in the automotive markets. The charges were composed of $.6 million of inventory impairment included in Cost of Products Sold and $17.5 million for impairment of property and equipment and other long-term assets.
(2)	The Company presents net income as adjusted to exclude impairment charges and their related income tax effect to facilitate comparison between periods.

-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