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) May 9, 2017

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)	(I.R.S. Employer Identification Number)
726 Bell Avenue, Suite 301, Carnegie PA		15106
(Address of principal executive offices)		(Zip Code)

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

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:

☐ 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))

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, 2017, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three months ended March 31, 2017. 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, 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, 2017.

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, 2017	By:	/s/ Michael G. McAuley
	Michael G. McAuley
	Vice President, Chief Financial Officer, and Treasurer

EX-99.1

Exhibit 99.1

Contact:

Michael G. McAuley

Vice President, Chief Financial Officer and Treasurer

(412) 429-2472

mmcauley@ampcopgh.com

FOR IMMEDIATE RELEASE

CARNEGIE, PA

May 9, 2017

Ampco-Pittsburgh Corporation Announces First Quarter 2017 Results

Carnegie, PA, May 9, 2017 – Ampco-Pittsburgh Corporation (NYSE: AP) reported consolidated sales of $103.5 million for the three months ended March 31, 2017, versus $63.6 million for the three months ended March 31, 2016. Compared to prior year, the current quarter includes higher sales of approximately $32.6 million for businesses acquired in 2016.

Loss from operations for the three months ended March 31, 2017, was $2.4 million. This compares to a loss from operations in the prior year quarter of $5.0 million, which included Åkers group acquisition-related costs of approximately $1.8 million and purchase accounting impacts of $1.6 million.

Net loss for the three months ended March 31, 2017, was $4.8 million or $0.39 per common share, compared to net loss for the three months March 31, 2016, of $2.9 million or $0.26 per common share. The change in net loss reflects the impact of higher year-over-year pre-tax interest expense of $0.9 million and foreign exchange losses of $1.1 million in the current year quarter, compared to foreign exchange gains of $1.2 million recorded in the prior year quarter. The Corporation also continues to maintain full valuation allowances against the deferred tax assets of the majority of its subsidiaries, which were recorded beginning in Q3 of 2016. As a result, there is no tax benefit recorded on loss before taxes in the current year quarter compared to prior year.

Sales for the Forged and Cast Engineered Products segment for the three months ended March 31, 2017 nearly doubled compared to prior year, driven primarily by the full-quarter effect of the Åkers group acquisition, completed in March of 2016, and the addition of ASW Steel Inc. (“ASW”), acquired in Q4 2016. The segment’s operating loss decreased versus prior year driven by improved cast roll operations, and the absence of purchase accounting effects which reduced operating results in the prior year. Sales and operating income for the Air and Liquid Processing segment for the three months ended March 31, 2017 were comparable to the prior year quarter.

Commenting on the quarter’s results, John Stanik, Ampco-Pittsburgh’s Chief Executive Officer said, “The first quarter of 2017 reflects what appears to mark the beginning of an improving trend at Ampco-

Pittsburgh. Sales have picked up and order intake has risen significantly this quarter, particularly for cast rolls and forged products for the oil and gas industry. While we remain cautious of inventory re-stocking effects versus sustained recovery in our end markets, we expect improved operating performance in 2017 versus 2016.”

Teleconference Access

Ampco-Pittsburgh Corporation (NYSE: AP) will hold a conference call on Tuesday, May 9, 2017, at 10:30 a.m. Eastern Time (ET) to discuss its financial results for the first quarter ended March 31, 2017. If you would like to participate in the conference call, please register using the link below or by dialing 1-866-777-2509 at least five minutes before the 10:30 a.m. ET start time.

We encourage participants to pre-register for the conference call using the following link. Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time, including up to and after the call start time.

To pre-register, please go to: http://dpregister.com/10105243

Those without internet access or unable to pre-register may dial in by calling:

Participant Dial-in (Toll Free):          1-866-777-2509

Participant International Dial-in:       1-412-317-5413

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

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on our behalf. This news release may contain forward-looking statements that reflect our current views with respect to future events and financial performance. 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. In this document, statements regarding future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “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 Ampco-Pittsburgh, these risks and uncertainties include, but are not limited to, those described under Item 1A, Risk Factors, of Ampco-Pittsburgh’s Annual Report on Form 10-K. In addition, there may be events in the future that we are not 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, we assume no obligation, and disclaim 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,
	2017			2016
Net sales	$	103,516		$	63,578
Cost of products sold (excl. depreciation and amortization)		84,663			51,105
Selling and administrative		15,298			13,508
Depreciation and amortization		5,922			3,925
Loss on disposal of assets		0			3
Total operating expenses		105,883			68,541
Loss from operations		(2,367	)		(4,963	)
Other (expense) income – net		(2,210	)		967
Loss before income taxes		(4,577	)		(3,996	)
Income tax (provision) benefit		(135	)		850
Equity earnings from Chinese joint venture		50			172
Net loss before noncontrolling interest		(4,662	)		(2,974	)
Net income (loss) attributable to noncontrolling interest		121			(84	)
Net loss attributable to Ampco	$	(4,783	)	$	(2,890	)
Earnings per common share:
Basic	$	(0.39	)	$	(0.26	)
Diluted	$	(0.39	)	$	(0.26	)
Weighted-average number of common shares outstanding:
Basic		12,271			11,006
Diluted		12,271			11,006