8-K
AMPCO PITTSBURGH CORP false 0000006176 0000006176 2022-05-09 2022-05-09 0000006176 us-gaap:CommonStockMember 2022-05-09 2022-05-09 0000006176 us-gaap:WarrantMember 2022-05-09 2022-05-09

 

 

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): May 9, 2022

 

 

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   1-898   25-1117717

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

726 Bell Avenue, Suite 301

Carnegie, Pennsylvania

  15106
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (412) 456-4400

Not Applicable

(Former name or former address, if changed since last report)

 

 

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.):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1 par value   AP   New York Stock Exchange
Series A Warrants to purchase shares of Common Stock   AP WS   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter)

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02.

Disclosure of Results of Operations and Financial Condition

On May 9, 2022, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three months ended March 31, 2022. A copy of the press release is attached hereto. The information in this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits

 

  (d)

Exhibits.

 

Exhibit 99.1    Press release dated May 9, 2022
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 hereunto duly authorized.

 

    AMPCO-PITTSBURGH CORPORATION
Date: May 9, 2022     By:  

/s/ Michael G. McAuley

      Michael G. McAuley
     

Senior Vice President, Chief Financial

Officer and Treasurer

Exhibit 99.1

 

Contact:

Michael G. McAuley

Senior Vice President, Chief Financial Officer and Treasurer

(412) 429-2472

[email protected]

FOR IMMEDIATE RELEASE

CARNEGIE, PA

May 9, 2022

 

      

Ampco-Pittsburgh Corporation (NYSE: AP) Announces First Quarter 2022 Results

 

   

Q1 2022 net income of $1.6 million vs. prior year of $0.2 million

 

   

Q1 2022 sales growth of 9% vs. prior year

 

   

Backlog growth of 36% vs. prior year and 12% vs. prior quarter

 

   

Price increases implemented and surcharges expanded

Carnegie, PA, May 10, 2022 – Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or the “Corporation”) reported total net sales of $94.4 million for the three months ended March 31, 2022, compared to $86.8 million for the three months ended March 31, 2021. The increase is primarily attributable to higher sales for the Forged and Cast Engineered Products segment due to higher pricing and surcharges passed through to customers driven by higher raw material, energy and transportation costs, and a higher volume of forged engineered products shipments to the steel distribution and oil and gas markets. This increase was partly offset by a decline in sales in the Air and Liquid Processing segment resulting from supply chain issues impacting the availability of components for production and customer delivery timing.

Commenting on the quarter, Ampco-Pittsburgh’s CEO, Brett McBrayer, said, “We successfully implemented price increases and expanded surcharge coverage in the Forged and Cast Engineered Products segment to address not only raw material price escalation, but also natural gas, electricity and transportation for a large majority of our contracts, which has helped to restore margins. Although we and our customers have been negatively impacted like most manufacturers by supply chain issues affecting availability and lead times for parts, we continue to focus on the controllable elements of our cost structure. We are pleased with the accelerating backlog growth in both segments.”

Income from operations for the three months ended March 31, 2022, was $1.2 million, compared to $0.9 million for the three months ended March 31, 2021. The increase primarily reflects a change in certain employee benefits, which increased income from operations for the current year quarter by $1.4 million, offset, in part, by the impact of unfavorable manufacturing variances from lower production levels, higher raw material, energy and transportation costs in excess of lagging customer pass-throughs, and a lower volume of mill roll, centrifugal pump and custom air handler shipments.


Other – net improved from a year ago, primarily due to foreign exchange gains recorded in the current year quarter compared to losses in the prior year quarter.

Net income was $1.6 million, or $0.08 per diluted share, for the three months ended March 31, 2022, compared to $0.2 million, or $0.01 per diluted share, for the three months ended March 31, 2021.

Mr. McBrayer continued, “While the conflict in Eastern Europe has exacerbated energy cost inflation, particularly for our European facilities, surcharge coverage for natural gas and electricity should help mitigate this headwind in our roll business.”

Teleconference Access

Ampco-Pittsburgh Corporation will hold a conference call on Tuesday, May 10, 2022, at 10:30 a.m. Eastern Time (ET) to discuss its financial results for the first quarter ended March 31, 2022. The Corporation encourages participants to pre-register at any time, including up to and after the call start time via this link: https://dpregister.com/sreg/10166283/f2700110fd. Those without internet access or unable to pre-register should dial in at least five minutes before the start time using:

 

   

Participant Dial-in (Toll Free):            1-844-308-3408

 

   

Participant International Dial-in:         1-412-317-5408

For those unable to listen to the live broadcast, a replay will be available one hour after the event concludes on the Corporation’s website under the Investors menu at www.ampcopgh.com.

About Ampco-Pittsburgh Corporation

Ampco-Pittsburgh Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rolls for the global steel and aluminum industries. It also manufactures open-die forged products that are sold principally to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is also a producer of air and liquid processing equipment, primarily custom-engineered finned tube heat exchange coils, large custom air handling systems and centrifugal pumps. It operates manufacturing facilities in the United States, England, Sweden, and Slovenia and participates in three operating joint ventures located in China. It has sales offices in North America, Asia, Europe, and the Middle East. Corporate headquarters is located in Carnegie, Pennsylvania.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of the Corporation. This press release may include, but is not limited to, statements about operating performance, trends and events that the Corporation expects or anticipates will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics (including COVID-19), profitability and anticipated expenses, inflation, the global supply chain, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking


statements” within the meaning of the Act and words such as “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to cyclical demand for products and economic downturns; excess global capacity in the steel industry; fluctuations of the value of the U.S. dollar relative to other currencies; increases in commodity prices, reductions in electricity and natural gas supply or shortages of key production materials; limitations in availability of capital to fund our operations and strategic plan; inability to maintain adequate liquidity in order to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations; inability to obtain necessary capital or financing on satisfactory terms in order to acquire capital expenditures that may be required to support our growth strategy; inoperability of certain equipment on which we rely; liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries; changes in the existing regulatory environment; inability to successfully restructure our operations; consequences of global pandemics (including COVID-19); work stoppage or another industrial action on the part of any of our unions; inability to satisfy the continued listing requirements of the New York Stock Exchange or the NYSE American Exchange; potential attacks on information technology infrastructure and other cyber-based business disruptions; failure to maintain an effective system of internal controls; disruptions caused by hostilities, including any disruptions caused by the hostilities in Ukraine; and those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Report on Form 10-K, and Part II of the latest Quarterly Report on Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.


AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

(in thousands except per share amounts)

 

     Three Months Ended
March 31,
 
     2022     2021  

Net sales

   $ 94,426     $ 86,800  
  

 

 

   

 

 

 

Costs of products sold (excl. depreciation and amortization)

     78,820       69,588  

Selling and administrative

     9,878       11,558  

Depreciation and amortization

     4,487       4,743  

(Gain) loss on disposal of assets

     (2     4  
  

 

 

   

 

 

 

Total operating expenses

     93,183       85,893  
  

 

 

   

 

 

 

Income from operations

     1,243       907  
  

 

 

   

 

 

 

Other income (expense):

 

 

Investment-related income

     4       18  

Interest expense

     (994     (895

Other – net

     1,412       665  
  

 

 

   

 

 

 

Total other income (expense) – net

     422       (212
  

 

 

   

 

 

 

Income before income taxes

     1,665       695  

Income tax provision

     (56     (381
  

 

 

   

 

 

 

Net income

     1,609       314  

Less: Net (loss) income attributable to noncontrolling interest

     (36     147  
  

 

 

   

 

 

 

Net income attributable to Ampco-Pittsburgh

   $ 1,645     $ 167  
  

 

 

   

 

 

 

Net income per share attributable to Ampco-Pittsburgh common shareholders:

 

Basic

   $ 0.09     $ 0.01  
  

 

 

   

 

 

 

Diluted

   $ 0.08     $ 0.01  
  

 

 

   

 

 

 

Weighted-average number of common shares outstanding:

 

Basic

     19,188       18,637  
  

 

 

   

 

 

 

Diluted

     19,483       20,669  
  

 

 

   

 

 

 


AMPCO-PITTSBURGH CORPORATION

SEGMENT INFORMATION

(in thousands)

 

     Three Months Ended
March 31,
 
     2022     2021  

Net Sales:

    

Forged and Cast Engineered Products

   $ 74,759     $ 63,351  

Air and Liquid Processing

     19,667       23,449  
  

 

 

   

 

 

 

Consolidated

   $ 94,426     $ 86,800  
  

 

 

   

 

 

 

Income from Operations:

    

Forged and Cast Engineered Products

   $ 1,298     $ 1,846  

Air and Liquid Processing

     2,661       2,312  

Corporate costs

     (2,716     (3,251
  

 

 

   

 

 

 

Consolidated

   $ 1,243     $ 907