Park-Ohio (PKOH) 10-Q 2010 Q1 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number 0-3134

Park-Ohio Holdings Corp.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	34-1867219 (I.R.S. Employer Identification No.)
6065 Parkland Boulevard, Cleveland, Ohio (Address of principal executive offices)	44124 (Zip Code)

440/947-2000
(Registrant’s telephone number, including area code)

Park-Ohio Holdings Corp. is a successor issuer to Park-Ohio Industries, Inc.

Indicate by check mark whether the registrant:

(1)	Has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and
(2)	Has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ

Number of shares outstanding of registrant’s Common Stock, par value $1.00 per share, as of April 30, 2010: 11,774,420.

The Exhibit Index is located on page 23.

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Consolidated balance sheets — March 31, 2010 and December 31, 2009		3
	Consolidated statements of operations — Three months ended March 31, 2010 and 2009		4
	Consolidated statement of shareholders’ equity — Three months ended March 31, 2010		5
	Consolidated statements of cash flows — Three months ended March 31, 2010 and 2009		6
	Notes to consolidated financial statements — March 31, 2010		7
	Report of independent registered public accounting firm		13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		18
Item 4.	Controls and Procedures		19
PART II.OTHER INFORMATION
Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 6.	Exhibits		21
SIGNATURE			22
EXHIBIT INDEX			23
EX-4
EX-15
EX-31.1
EX-31.2
EX-32

2

PART I. Financial Information

ITEM 1.   Financial Statements

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	March 31,			December 31,
	2010			2009
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	28,134		$	23,098
Accounts receivable, less allowances for doubtful accounts of $8,571 at March 31, 2010 and $8,388 at December 31, 2009		120,048			104,643
Inventories		173,290			182,116
Deferred tax assets		8,104			8,104
Unbilled contract revenue		20,570			19,411
Other current assets		10,529			12,700
Total Current Assets		360,675			350,072
Property, Plant and Equipment		245,857			245,240
Less accumulated depreciation		172,482			168,609
		73,375			76,631
Other Assets
Goodwill		3,983			4,155
Other		77,224			71,410
	$	515,257		$	502,268
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	86,600		$	75,083
Accrued expenses		45,286			39,150
Current portion of long-term debt		10,748			10,894
Current portion of other postretirement benefits		2,197			2,197
Total Current Liabilities		144,831			127,324
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		183,835			183,835
Revolving credit facility		130,400			134,600
Other long-term debt		4,563			4,668
Deferred tax liability		7,200			7,200
Other postretirement benefits and other long-term liabilities		21,272			21,831
		347,270			352,134
Shareholders’ Equity
Capital stock, par value $1 a share:
Serial Preferred Stock		-0-			-0-
Common Stock		13,287			13,274
Additional paid-in capital		66,772			66,323
Retained deficit		(32,164	)		(34,230	)
Treasury stock, at cost		(17,793	)		(17,443	)
Accumulated other comprehensive (loss)		(6,946	)		(5,114	)
		23,156			22,810
	$	515,257		$	502,268

Note:  The balance sheet at December 31, 2009 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See notes to consolidated financial statements.

3

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended
	March 31,
	2010		2009
	(Amounts in thousands,
	except per share data)
Net sales	$	191,701	$	181,250
Cost of products sold		162,363		157,388
Gross profit		29,338		23,862
Selling, general and administrative expenses		20,968		22,621
Operating income		8,370		1,241
Interest expense		5,436		5,971
Income (loss) before income taxes		2,934		(4,730	)
Income taxes		868		732
Net income (loss)	$	2,066	$	(5,462	)
Amounts per common share:
Basic	$	.19	$	(.50	)
Diluted	$	.18	$	(.50	)
Common shares used in the computation:
Basic		11,108		10,950
Diluted		11,647		10,950

See notes to consolidated financial statements.

4

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

												Accumulated
			Additional									Other
	Common		Paid-In			Retained			Treasury			Comprehensive
	Stock		Capital			Deficit			Stock			Income (Loss)			Total
						(Dollars in thousands)
Balance at January 1, 2010	$	13,274	$	66,323		$	(34,230	)	$	(17,443	)	$	(5,114	)	$	22,810
Comprehensive income:
Net income							2,066									2,066
Foreign currency translation adjustment													(2,027	)		(2,027	)
Pension and post retirement benefit adjustments, net of tax													195			195
Comprehensive income																234
Amortization of restricted stock				383												383
Restricted share units exchanged for restricted stock		13		(13	)											-0-
Purchase of treasury stock (36,113 shares)										(350	)					(350	)
Share-based compensation				79												79
Balance at March 31, 2010	$	13,287	$	66,772		$	(32,164	)	$	(17,793	)	$	(6,946	)	$	23,156

See notes to consolidated financial statements.

5

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
	March 31,
	2010			2009
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income (loss)	$	2,066		$	(5,462	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization		4,168			5,229
Share-based compensation expense		462			514
Changes in operating assets and liabilities:
Accounts receivable		(15,405	)		33,042
Inventories and other current assets		9,838			7,436
Accounts payable and accrued expenses		17,653			(43,330	)
Other		(4,923	)		(4,420	)
Net Cash Provided (Used) by Operating Activities		13,859			(6,991	)
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net		(217	)		(1,335	)
Purchases of marketable securities		-0-			(62	)
Sales of marketable securities		-0-			865
Net Cash Used by Investing Activities		(217	)		(532	)
FINANCING ACTIVITIES
(Payments) Proceeds on debt, net		(4,450	)		3,175
Debt issue costs		(3,806	)		-0-
Purchase of treasury stock		(350	)		-0-
Exercise of stock options		-0-			688
Net Cash (Used) Provided by Financing Activities		(8,606	)		3,863
Increase (Decrease) in Cash and Cash Equivalents		5,036			(3,660	)
Cash and Cash Equivalents at Beginning of Period		23,098			17,825
Cash and Cash Equivalents at End of Period	$	28,134		$	14,165
Taxes paid	$	573		$	1,747
Interest paid		1,167			1,541

See notes to consolidated financial statements.

6

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2010

(Dollar amounts in thousands — except per share data)

NOTE A — Basis of Presentation

The consolidated financial statements include the accounts of Park-Ohio Holdings Corp. and its subsidiaries (the “Company”). All significant intercompany transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions toForm 10-Q and Article 10 ofRegulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2009.

NOTE B — Segments

The Company operates through three segments: Supply Technologies, Aluminum Products and Manufactured Products. Supply Technologies provides our customers with Total Supply Management^tm services for a broad range of high-volume, specialty production components. Total Supply Management^tm manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation, and includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking,just-in-time andpoint-of-use delivery, electronic billing services and ongoing technical support. Aluminum Products manufactures cast aluminum components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment industries. Aluminum Products also provides value-added services such as design and engineering, machining and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of high quality products engineered for specific customer applications.

Results by business segment were as follows:

	Three Months Ended
	March 31,
	2010			2009
Net sales:
Supply Technologies	$	94,238		$	82,971
Aluminum Products		36,588			22,358
Manufactured Products		60,875			75,921
	$	191,701		$	181,250
Income (loss) before income taxes:
Supply Technologies	$	4,484		$	546
Aluminum Products		1,936			(3,662	)
Manufactured Products		4,933			7,712
		11,353			4,596
Corporate costs		(2,983	)		(3,355	)
Interest expense		(5,436	)		(5,971	)
	$	2,934		$	(4,730	)

7

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

	March 31,		December 31,
	2010		2009
Identifiable assets were as follows:
Supply Technologies	$	213,930	$	207,729
Aluminum Products		75,368		76,443
Manufactured Products		178,698		178,715
General corporate		47,261		39,381
	$	515,257	$	502,268

NOTE C — Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance as codified inASC 810-10, “Consolidation of Variable Interest Entities” (previously Statement of Financial Accounting Standards (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”). This guidance is intended to improve financial reporting by providing additional guidance to companies involved with variable interest entities (“VIEs”) and by requiring additional disclosures about a company’s involvement with variable interest entities. This guidance is generally effective for annual periods beginning after November 15, 2009 and for interim periods within that first annual reporting period. The adoption of this guidance did not have a material impact on the financial statements of the Company.

NOTE D — Inventories

The components of inventory consist of the following:

	March 31,		December 31,
	2010		2008
Finished goods	$	98,306	$	100,309
Work in process		24,315		26,778
Raw materials and supplies		50,669		55,029
	$	173,290	$	182,116

NOTE E — Shareholders’ Equity

At March 31, 2010, capital stock consists of (i) Serial Preferred Stock, of which 632,470 shares were authorized and none were issued, and (ii) Common Stock, of which 40,000,000 shares were authorized and 13,287,342 shares were issued, of which 11,777,260 were outstanding and 1,510,082 were treasury shares.

8

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

NOTE F — Net Income (Loss) Per Common Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended
	March 31,
	2010		2009
NUMERATOR
Net income (loss)	$	2,066	$	(5,462	)
DENOMINATOR
Denominator for basic earnings per share — weighted average shares		11,108		10,950
Effect of dilutive securities:
Employee stock options		539		-0-
Denominator for diluted earnings per share — weighted average shares and assumed conversions		11,647		10,950
Amounts per common share:
Basic	$	.19	$	(.50	)
Diluted	$	.18	$	(.50	)

Basic earnings per common share is computed as net income available to common shareholders divided by the weighted average basic shares outstanding. Diluted earnings per common share is computed as net income available to common shareholders divided by the weighted average diluted shares outstanding.

Pursuant to ASC 260, “Earnings Per Share,” when a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of stock options and awards because doing so will result in anti-dilution. Therefore, for the three months ended March 31, 2009, basic weighted-average shares outstanding are used in calculating diluted earnings per share.

Outstanding stock options with exercise prices greater than the average price of the common shares are anti-dilutive and are not included in the computation of diluted earning per share. Stock options on 206,685 shares were excluded in the three months ended March 31, 2010 because they were anti-dilutive.

NOTE G — Stock-Based Compensation

Total stock-based compensation expense recorded in the first three months of 2010 and 2009 was $462 and $514, respectively. There were no stock option or restricted stock awards during the first three months of 2010. There were an aggregate of 523,000 shares of restricted stock at $3.49 per share and no stock option awards granted during the three months ended March 31, 2009. As of March 31, 2010, there was $2,026 of unrecognized compensation cost related to non-vested stock-based compensation, which is expected to be recognized over a weighted average period of 1.7 years.

9

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

NOTE H — Pension Plans and Other Postretirement Benefits

The components of net periodic benefit cost recognized during interim periods was as follows:

	Three Months Ended
	March 31,
	Pension Benefits						Postretirement Benefits
	2010			2009			2010			2009
Service costs	$	81		$	123		$	9		$	24
Interest costs		643			694			248			296
Expected return on plan assets		(1,984	)		(1,758	)		-0-			-0-
Transition obligation		(10	)		(10	)		(24	)		-0-
Amortization of prior service cost		15			32			-0-			-0-
Recognized net actuarial loss		82			231			107			119
Benefit (income) costs	$	(1,173	)	$	(688	)	$	340		$	439

During March of 2009, the Company suspended indefinitely its contribution to its 401(k) defined contribution plan covering substantially all U.S. employees.

NOTE I — Comprehensive Income (Loss)

Total comprehensive income (loss) was as follows:

	Three Months Ended
	March 31,
	2010			2009
Net income (loss)	$	2,066		$	(5,462	)
Foreign currency translation		(2,027	)		(3,877	)
Unrealized loss on marketable securities, net of tax		-0-			413
Pension and post retirement benefit adjustments, net of tax		195			(169	)
Total comprehensive income (loss)	$	234		$	(9,095	)

The components of accumulated comprehensive loss at March 31, 2010 and December 31, 2009 are as follows:

	March 31,			December 31,
	2010			2009
Foreign currency translation adjustment	$	4,923		$	6,950
Pension and postretirement benefit adjustments, net of tax		(11,869	)		(12,064	)
	$	(6,946	)	$	(5,114	)

The pension and postretirement benefit liability amounts are net of deferred taxes of $1,179 at March 31, 2010 and December 31, 2009. No income taxes are provided on foreign currency translation adjustments as foreign earnings are considered permanently invested.

10

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

NOTE J — Accrued Warranty Costs

The Company estimates the amount of warranty claims on sold products that may be incurred based on current and historical data. The actual warranty expense could differ from the estimates made by the Company based on product performance. The following table presents the changes in the Company’s product warranty liability:

	2010			2009
Balance at January 1	$	2,760		$	5,402
Claims paid during the quarter		(246	)		(660	)
Additional warranties issued during the quarter		73			325
Balance at March 31	$	2,587		$	5,067

NOTE K — Income Taxes

The effective income tax rate in the first three months of 2010 and 2009 was 29.6% and (15.5%), respectively.

There have been no material changes to the balance of unrecognized tax benefits reported at December 31, 2009.

NOTE L — Fair Value Measurements

The Company measures financial assets and liabilities at fair value in three levels of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The fair value of the 8.375% Subordinated Notes due 2014 is estimated based on a third party’s bid price. The fair value approximated $173,724 at March 31, 2010 and $144,310 at December 31, 2009. The Company had other investments having Level 2 inputs totaling $7,725.

NOTE M �� Financing Arrangement

The Company is a party to a credit and security agreement dated November 5, 2003, as amended (“Credit Agreement”), with a group of banks, under which it may borrow or issue standby letters of credit or commercial letters of credit. On March 8, 2010, the Credit Agreement was amended and restated to, among other things, extend its maturity date to June 30, 2013 and reduce the loan commitment from $270,000 to $210,000, which includes a term loan A for $28,000 that is secured by real estate and machinery and equipment and an unsecured term loan B for $12,000. Amounts borrowed under the revolving credit facility may be borrowed at either (i) LIBOR plus 3% to 4% or (ii) the bank’s prime lending rate plus 1%, at the Company’s election. The LIBOR-based interest rate is dependent on the Company’s debt service coverage ratio, as defined in the Credit Agreement. Under the Credit Agreement, a detailed borrowing base formula provides borrowing availability to the Company based on percentages of eligible accounts receivable and inventory. Interest on the term loan A is at either (i) LIBOR plus 4% to 5% or (ii) the bank’s prime lending rate plus 2%, at the Company’s election. Interest on the term loan B is at either (i) LIBOR plus 6% to 7% or (ii) the bank’s prime lending rate plus 4.5%, at the Company’s election. The term loan A is amortized based on a ten-year schedule with the balance due at maturity. The term loan B is amortized over a two-year period, plus 50% of debt service coverage excess capped at $3,500.

11

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

Long-term debt consists of the following:

	March 31,		December 31,
	2010		2009
8.375% senior subordinated notes due 2014	$	183,835	$	183,835
Revolving credit		97,000		101,200
Term loan A		28,000		28,000
Term loan B		12,000		12,000
Other		8,711		8,962
		329,546		333,997
Less current maturities		10,748		10,894
Total	$	318,798	$	323,103

NOTE N — Accounts Receivable

During the first three months of 2010 and 2009, the Company sold approximately $6,756 and $5,176, respectively, of accounts receivable to mitigate accounts receivable concentration risk and to provide additional financing capacity and recorded a loss in the amount of $21 and $28, respectively in the Consolidated Statements of Operations. These losses represented implicit interest on the transactions.

12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Park-Ohio Holdings Corp.

We have reviewed the accompanying consolidated balance sheet of Park-Ohio Holdings Corp. and subsidiaries as of March 31, 2010, and the related consolidated statements of operations and cash flows for the three-month periods ended March 31, 2010 and 2009 and the consolidated statement of shareholders’ equity for the three-month period ended March 31, 2010. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based upon our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Park-Ohio Holdings Corp. and subsidiaries as of December 31, 2009 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, not presented herein; and in our report dated March 15, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2009, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/  Ernst & Young LLP

Cleveland, Ohio

May 10, 2010

13

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our consolidated financial statements include the accounts of Park-Ohio Holdings Corp. and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Executive Overview

We are an industrial Total Supply Management^tm and diversified manufacturing business, operating in three segments: Supply Technologies, Aluminum Products and Manufactured Products. Our Supply Technologies business provides our customers with Total Supply Management^tm, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation. Total Supply Management^tm includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking,just-in-time andpoint-of-use delivery, electronic billing services and ongoing technical support. The principal customers of Supply Technologies are in the heavy-duty truck, automotive and vehicle parts, electrical distribution and controls, consumer electronics, power sports/fitness equipment, HVAC, agricultural and construction equipment, semiconductor equipment, plumbing, aerospace and defense, and appliance industries. Aluminum Products casts and machines aluminum engine, transmission, brake, suspension and other components such as pump housings, clutch retainers/pistons, control arms, knuckles, master cylinders, pinion housings, brake calipers, oil pans and flywheel spacers for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment original equipment manufacturers (“OEMs”), primarily on a sole-source basis. Aluminum Products also provides value-added services such as design and engineering and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products including induction heating and melting systems, pipe threading systems, industrial oven systems, injection molded rubber components, and forged and machined products. Manufactured Products also produces and provides services and spare parts for the equipment it manufactures. The principal customers of Manufactured Products are OEMs,sub-assemblers and end users in the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, heavy-duty truck, construction equipment, automotive, oil and gas, rail and locomotive manufacturing and aerospace and defense industries. Sales, earnings and other relevant financial data for these three segments are provided in Note B to the consolidated financial statements.

On March 8, 2010, we amended our revolving credit facility to, among other things, extend its maturity to June, 2013 and reduce the loan commitment from $270.0 million to $210.0 million, which amount includes the borrowing under a term loan A for $28.0 million, that is secured by real estate and machinery and equipment, and an unsecured term loan B for $12.0 million. See Note M to the Consolidated Financial Statements.

During the fourth quarter of 2009, the Company recorded $7.0 million of asset impairment charges associated with general weakness in the economy including the railroad industry. The charges were composed of $1.8 million of inventory impairment in Cost of Products Sold and $5.2 million for impairment of property and equipment.

Critical Accounting Policies

Our critical accounting policies are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended December 31, 2009 contained in our 2009 Annual Report onForm 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report onForm 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

14

Results of Operations

Three Months 2010 versus Three Months 2009

Net Sales by Segment:

	Three Months
	Ended
	March 31,							Percent
	2010		2009		Change			Change
Supply Technologies	$	94.2	$	83.0	$	11.2			13	%
Aluminum Products		36.6		22.4		14.2			63	%
Manufactured Products		60.9		75.9		(15.0	)		(20	)%
Consolidated Net Sales	$	191.7	$	181.3	$	10.4			6	%

Net sales increased $10.4 million to $191.7 million in the first three months of 2010 compared to $181.3 million in the same period in 2009 as the Company experienced volume increases in the Supply Technologies and Aluminum Products segments. Supply Technologies sales increased 13% primarily due to volume increases in the semi-conductor, power sports, HVAC, agricultural and construction equipment industries offset primarily by declines in the heavy duty truck, lawn and garden and automotive industries. Aluminum Products sales increased 63% as volumes increased to customers in the auto industry along with additional sales from new contracts. Manufactured Products sales decreased 20% primarily due to the declining business environment in the capital equipment and forged and machine business units offset by volume increases in the rubber products business unit.

Cost of Products Sold & Gross Profit:

	Three Months
	Ended
	March 31,								Percent
	2010			2009			Change		Change
Consolidated cost of products sold	$	162.4		$	157.4		$	5.0		3	%
Consolidated gross profit	$	29.3		$	23.9		$	5.4		23	%
Gross margin		15.3	%		13.1	%

Cost of products sold increased $5.0 million to $162.4 million in the first three months of 2010 compared to $157.4 million in the same period in 2009, while gross margin increased to 15.3% in the first three months of 2010 compared to 13.1% in the same period in 2009.

Supply Technologies and Aluminum Products gross margin increased resulting from volume increases. Gross margin in the Manufactured Products segment decreased primarily from reduced sales volume.

Selling, General & Administrative (SG&A) Expenses:

	Three Months Ended
	March 31,									Percent
	2010			2009			Change			Change
Consolidated SG&A expenses	$	21.0		$	22.6		$	(1.6	)		(7	)%
SG&A percent		11.0	%		12.5	%

Consolidated SG&A expenses decreased 7% in the first three months of 2010 compared to the same period in 2009, representing a 150 basis point decrease in SG&A expenses as a percent of sales. SG&A expenses decreased in the first three months of 2010 compared to the same period in 2009 primarily due to a reduction in salaries and benefits and by an increase in pension income.

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Interest Expense:

	Three Months
	Ended
	March 31,									Percent
	2010			2009			Change			Change
Interest expense	$	5.4		$	6.0		$	(.6	)	(10)%
Average outstanding borrowings	$	379.2		$	381.1		$	(1.9	)	(1)%
Average borrowing rate		5.70	%		6.30	%		(60	) basis points

Interest expense decreased $.6 million in the first three months of 2010 compared to the same period of 2009, primarily due to a lower average borrowing rate during the first three months of 2010. Average borrowings in the first three months of 2010 were slightly lower when compared to the same period in 2009. The lower average borrowing rate in the first three months of 2010 was due primarily to decreased interest rates under our revolving credit facility compared to the same period in 2009.

Income Tax:

The provision for income taxes was $.9 million in the first three months of 2010, a 30% effective income tax rate, compared to income taxes of $.7 million provided in the corresponding period of 2009, a (15)% effective income tax rate. We estimate that the effective tax rate for full-year 2010 will be approximately 23%.

Liquidity and Sources of Capital

Our liquidity needs are primarily for working capital and capital expenditures. Our primary sources of liquidity have been funds provided by operations and funds available from existing bank credit arrangements and the sale of our senior subordinated notes. In 2003, we entered into a revolving credit facility with a group of banks which, as subsequently amended, matures at June 30, 2013 and provides for availability of up to $170 million subject to an asset-based formula. We have the option to increase the availability under the revolving loan portion of the credit facility by $25 million. The revolving credit facility is secured by substantially all our assets in the United States and Canada. Borrowings from this revolving credit facility will be used for general corporate purposes.

As of March 31, 2010, the Company had $137.0 million outstanding under the revolving credit facility, and approximately $35.9 million of unused borrowing availability.

On March 8, 2010, the revolving credit facility was amended and restated to, among other things, extend its maturity date to June 30, 2013, reduce the loan commitment from $270.0 million to $210.0 million, which amount includes a term loan A for $28.0 million that is secured by real estate and machinery and equipment and an unsecured term loan B for $12.0 million. Amounts borrowed under the revolving credit facility may be borrowed at either (i) LIBOR plus 3% to 4% or (ii) the bank’s prime lending rate plus 1%, at the Company’s election. The LIBOR-based interest rate is dependent on the Company’s debt service coverage ratio, as defined in the revolving credit facility. Under the revolving credit facility, a detailed borrowing base formula provides borrowing availability to the Company based on percentages of eligible accounts receivable and inventory. Interest on the term loan A is at either (i) LIBOR plus 4% to 5% or (ii) the bank’s prime lending rate plus 2%, at the Company’s election. Interest on the term loan B is at either (i) LIBOR plus 6% to 7% or (ii) the bank’s prime lending rate plus 4.5%, at the Company’s election. The term loan A is amortized based on a ten-year schedule with the balance due at maturity. The term loan B is amortized over a two-year period, plus 50% of debt service coverage excess capped at $3.5 million.

Current financial resources (working capital and available bank borrowing arrangements) and anticipated funds from operations are expected to be adequate to meet current cash requirements for at least the next twelve months. The future availability of bank borrowings under the revolving loan portion of the credit facility is based on the Company’s ability to meet a debt service ratio covenant, which could be materially impacted by negative economic trends. Failure to meet the debt service ratio could materially impact the availability and interest rate of future borrowings.

The Company may from time to time seek to retire or purchase its outstanding debt through cash purchasesand/or exchanges for equity securities or in open market purchases, privately negotiated transactions or otherwise. It

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may also repurchase shares of its outstanding common stock. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

At March 31, 2010, the Company’s debt service coverage ratio was 2.1, and, therefore, it was in compliance with the debt service coverage ratio covenant contained in the revolving credit facility. The Company was also in compliance with the other covenants contained in the revolving credit facility as of March 31, 2010. The debt service coverage ratio is calculated at the end of each fiscal quarter and is based on the most recently ended four fiscal quarters of consolidated EBITDA minus cash taxes paid, minus unfunded capital expenditures, plus cash tax refunds to consolidated debt charges which are consolidated cash interest expense plus scheduled principal payments on indebtedness plus scheduled reductions in our term debt as defined in the revolving credit facility. The debt service coverage ratio must be greater than 1.0 and not less than 1.1 for any two consecutive fiscal quarters. While we expect to remain in compliance throughout 2010, declines in demand in the automotive industry and in sales volumes in 2010 could adversely impact our ability to remain in compliance with certain of these financial covenants. Additionally, to the extent our customers are adversely affected by declines in demand in the automotive industry or the economy in general, they may not be able to pay their accounts payable to us on a timely basis or at all, which would make the accounts receivable ineligible for purposes of the revolving credit facility and could reduce our borrowing base and our ability to borrow under such facility.

The ratio of current assets to current liabilities was 2.49 at March 31, 2010 versus 2.75 at December 31, 2009. Working capital decreased by $13.5 million to $215.8 million at March 31, 2010 from $222.7 million at December 31, 2009. Accounts receivable increased $15.4 million to $120.0 million at March 31, 2010 from $104.6 million in 2009 primarily resulting from sales volume increases. Inventory decreased by $8.8 million at March 31, 2010 to $173.3 million from $182.1 million at December 31, 2009 primarily resulting from planned reductions and sales volumes increases. Accrued expenses increased by $6.2 million to $45.3 million at March 31, 2010 from $39.1 at December 31, 2009 primarily resulting from the terms of the payments of interest due on the Company’s 8.375% Senior Subordinated Notes and accounts payable increased $11.5 million to $86.6 million at March 31, 2010 from $75.1 million at December 31, 2009.

During the first three months of 2010, the Company provided $13.9 million from operating activities compared to using $7.0 million in the same period of 2009. The increase in the operating cash provision of $20.9 million was primarily the result of net income of $2.1 million in the first three months of 2010 compared to a net loss of $5.5 million in the first three months of 2009, (a change of $7.6 million), a decrease in operating assets and liabilities of $7.2 million in the first three months of 2010 compared to an increase of $7.3 million in the first three months of 2009 offset by a reduction of depreciation and amortization expense of $1.1 million in the first three months of 2010 compared to the first three months of 2009. In the first three months of 2010, the Company used cash of $.2 million for capital expenditures. These activities, plus cash interest and tax payments of $1.7 million, a net reduction in borrowings of $4.5 million, purchase of treasury stock of $.4 million and debt issue costs of $3.8 million resulted in an increase in cash of $5.0 million in the first three months of 2010.

We do not have off-balance sheet arrangements, financing or other relationships with unconsolidated entities or other persons. There are occasions whereupon we enter into forward contracts on foreign currencies, purely for the purpose of hedging exposure to changes in the value of accounts receivable in those currencies against the U.S. dollar. At March 31, 2010, none were outstanding. We currently have no other derivative instruments.

Seasonality; Variability of Operating Results

Our results of operations are typically stronger in the first six months than the last six months of each calendar year due to scheduled plant maintenance in the third quarter to coincide with customer plant shutdowns and due to holidays in the fourth quarter.

The timing of orders placed by our customers has varied with, among other factors, orders for customers’ finished goods, customer production schedules, competitive conditions and general economic conditions. The variability of the level and timing of orders has, from time to time, resulted in significant periodic and quarterly fluctuations in the operations of our business units. Such variability is particularly evident at the capital equipment businesses, included in the Manufactured Products segment, which typically ship a few large systems per year.

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Forward-Looking Statements

ThisForm 10-Q contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believes”, “anticipates”, “plans”, “expects”, “intends”, “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to the following: our substantial indebtedness; continuation of the current negative global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; raw material availability and pricing; component part availability and pricing; changes in our relationships with customers and suppliers; the financial condition of our customers, including the impact of any bankruptcies; our ability to successfully integrate recent and future acquisitions into existing operations; changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and changing government policies, laws and regulations, including the uncertainties related to the current global financial crisis; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities; our ability to meet various covenants, including financial covenants, contained in the agreements governing our indebtedness; disruptions, uncertainties or volatility in the credit markets that may limit our access to capital; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims; our dependence on the automotive and heavy-duty truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending, which could be lower due to the effects of the current financial crisis; our ability to negotiate contracts with labor unions; dependence on key management; dependence on information systems; and the other factors we describe under the “Item 1A. Risk Factors” included in the Company’s annual report onForm 10-K for the year ended December 31, 2009. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In light of these and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by us that our plans and objectives will be achieved.

Review By Independent Registered Public Accounting Firm

The consolidated financial statements at March 31, 2010, and for the three-month periods ended March 31, 2010 and 2009, have been reviewed, prior to filing, by Ernst & Young LLP, our independent registered public accounting firm, and their report is included herein.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk including changes in interest rates. We are subject to interest rate risk on borrowings under our floating rate revolving credit agreement, which consisted of borrowings of $137.0 million at March 31, 2010. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $.3 million during the three-month period ended March 31, 2010.

Our foreign subsidiaries generally conduct business in local currencies. During the first quarter of 2010, we recorded an unfavorable foreign currency translation adjustment of $2.0 million related to net assets located outside the United States. This foreign currency translation adjustment resulted primarily from the strengthening of the U.S. dollar. Our foreign operations are also subject to other customary risks of operating in a global environment, such as unstable political situations, the effect of local laws and taxes, tariff increases and regulations and requirements for export licenses, the potential imposition of trade or foreign exchange restrictions and transportation delays.

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The Company periodically enters into forward contracts on foreign currencies, primarily the euro and the British Pound Sterling, purely for the purpose of hedging exposure to changes in the value of accounts receivable in those currencies against the U.S. dollar. The Company currently uses no other derivative instruments. At March 31, 2010, there were no such currency hedge contracts outstanding.

Item 4.   Controls and Procedures

Under the supervision of and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined inRules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report.

Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective.

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PART II

OTHER INFORMATION

Item 1.   Legal Proceedings

We are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted in the ordinary course of business. While any litigation involves an element of uncertainty, in the opinion of management, liabilities, if any, arising from currently pending or threatened litigation are not expected to have a material adverse effect on our financial condition, liquidity or results of operations.

At March 31, 2010, we were a co-defendant in approximately 290 cases asserting claims on behalf of approximately 1,200 plaintiffs alleging personal injury as a result of exposure to asbestos. These asbestos cases generally relate to production and sale of asbestos-containing products and allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and, in some cases, punitive damages.

In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. In substantially all of the asbestos cases, the plaintiffs either claim damages in excess of a specified amount, typically a minimum amount sufficient to establish jurisdiction of the court in which the case was filed (jurisdictional minimums generally range from $25,000 to $75,000), or do not specify the monetary damages sought. To the extent that any specific amount of damages is sought, the amount applies to claims against all named defendants.

There are only five asbestos cases, involving 25 plaintiffs, that plead specified damages. In each of the five cases, the plaintiff is seeking compensatory and punitive damages based on a variety of potentially alternative causes of action. In three cases, the plaintiff has alleged compensatory damages in the amount of $3.0 million for four separate causes of action and $1.0 million for another cause of action and punitive damages in the amount of $10.0 million. In the fourth case, the plaintiff has alleged against each named defendant, compensatory and punitive damages, each in the amount of $10.0 million for seven separate causes of action. In the fifth case, the plaintiff has alleged compensatory damages in the amount of $20.0 million for three separate causes of action and $5.0 million for another cause of action and punitive damages in the amount of $20.0 million.

Historically, we have been dismissed from asbestos cases on the basis that the plaintiff incorrectly sued one of our subsidiaries or because the plaintiff failed to identify any asbestos-containing product manufactured or sold by us or our subsidiaries. We intend to vigorously defend these asbestos cases, and believe we will continue to be successful in being dismissed from such cases. However, it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations. Among the factors management considered in reaching this conclusion were: (a) our historical success in being dismissed from these types of lawsuits on the bases mentioned above; (b) many cases have been improperly filed against one of our subsidiaries; (c) in many cases, the plaintiffs have been unable to establish any causal relationship to us or our products or premises; (d) in many cases, the plaintiffs have been unable to demonstrate that they have suffered any identifiable injury or compensable loss at all, that any injuries that they have incurred did in fact result from alleged exposure to asbestos; and (e) the complaints assert claims against multiple defendants and, in most cases, the damages alleged are not attributed to individual defendants. Additionally, we do not believe that the amounts claimed in any of the asbestos cases are meaningful indicators of our potential exposure because the amounts claimed typically bear no relation to the extent of the plaintiff’s injury, if any.

Our cost of defending these lawsuits has not been material to date and, based upon available information, our management does not expect its future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial position.

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Item 1A.   Risk Factors

There have been no material changes in the risk factors previously disclosed in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Set forth below is information regarding the Company’s repurchases of its common stock during the first quarter ended March 31, 2010.

						Total Number
	Total					of Shares		Maximum Number of
	Number			Average		Purchased as		Shares That May Yet Be
	of Shares			Price Paid		Part of Publicly		Purchased Under the
Period	Purchased			Per Share		Announced Plans(1)		Plans or Program
January 1 — January 31, 2010		-0-		$	-0-		-0-		340,920
February 1 — February 28, 2010		-0-			-0-		-0-		340,920
March 1 — March 31, 2010		36,113	(2)		9.68		-0-		340,920
		36,113		$	9.68		-0-		340,920

(1)	In 2006, the Company announced a share repurchase program whereby the Company may repurchase up to 1.0 million shares of its common stock. During the first quarter of 2010, no shares were purchased as part of this program.
(2)	Consist of shares of common stock the Company acquired from recipients of restricted stock awards at the time of vesting of such awards in order to settle recipient withholding tax liabilities.

Item 6.   Exhibits

The following exhibits are included herein:

4	.1	Third Amended and Restated Credit Agreement, dated March 8, 2010, among Park-Ohio Industries, Inc., RB&W Corporation of Canada, the Ex-Im Borrowers party thereto,the other loan parties thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A. Toronto Branch, as Canadian Agent, RBS Business Capital, as Syndication Agent, KeyBank National Association, as Co-Documentation Agent, JP Morgan Securities Inc., as Sole Lead Arranger, PNC Bank, National Association, as Joint Bookrunner and U.S. Bank National Association, as Co-Documentation Agent and Joint Bookrunner
15		Letter re: unaudited interim financial information
31	.1	Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2	Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

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)

By  /s/  Jeffrey L. Rutherford

Name:     Jeffrey L. Rutherford

Title:  Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: May 10, 2010

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EXHIBIT INDEX
QUARTERLY REPORT ONFORM 10-Q
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
FOR THE QUARTER ENDED MARCH 31, 2010

Exhibit
	4	.1	Third Amended and Restated Credit Agreement, dated March 8, 2010, among Park-Ohio Industries, Inc., RB&W Corporation of Canada, the Ex-Im Borrowers party, thereto, the other loan parties thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A. Toronto Branch, as Canadian Agent, RBS Business Capital, as Syndication Agent, KeyBank National Association, as Co-Documentation Agent, JP Morgan Securities Inc., as Sole Lead Arranger, PNC Bank, National Association, as Joint Bookrunner and U.S. Bank National Association, as Co-Documentation Agent and Joint Bookrunner
	15		Letter re: unaudited interim financial information
	31	.1	Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002

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