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 6, 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 November 6, 2017, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and nine months ended September 30, 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 November 6, 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: November 6, 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

November 6, 2017

Ampco-Pittsburgh Corporation Announces Third Quarter 2017 Results

Carnegie, PA, November 6, 2017 – Ampco-Pittsburgh Corporation (NYSE: AP) reported sales for the three and nine months ended September 30, 2017, of $103.9 million and $318.0 million, respectively, compared to $82.9 million and $239.7 million, respectively, for the three and nine months ended September 30, 2016. The current year periods include sales of $8.1 million and $36.4 million, respectively, associated with the November 2016 acquisition of ASW Steel Inc. (“ASW”). In addition, the Corporation experienced higher sales of forged engineered products for the oil and gas industry and, for the nine months ended, higher sales of mill rolls compared to the prior year periods.

Loss from operations for three and nine months ended September 30, 2017, was $3.2 million and $7.6 million, respectively, compared to loss from operations of $4.9 million and $14.8 million for the respective prior year periods. Net loss for the three and nine months ended September 30, 2017, was $2.2 million or $0.18 per common share and $8.9 million or $0.72 per common share, respectively. This compares to net loss for the comparable prior year periods of $27.4 million or $2.23 per common share and $36.8 million or $3.10 per common share. The prior year quarter included the impact of establishing a $26.9 million valuation allowance against certain of the Corporation’s deferred income tax assets, which impacted net loss per common share by $2.19.

Sales for the Forged and Cast Engineered Products segment for the three and nine months ended September 30, 2017, rose 30% and 43%, respectively, compared to prior year. For Q3 2017, higher sales of forged engineered products for the oil and gas industry and sales from the acquired ASW accounted for the majority of the increase. For September year to date, the sales increase was led by the acquisition effect of ASW, higher sales of forged and cast mill rolls, and higher sales for forged engineered products for the oil and gas industry. The segment recorded modest operating losses for both the three and nine months ended September 30, 2017, as higher operating and raw material costs and lower absorption from the idling of a cast roll foundry were only partly offset by the impact of higher sales volumes and roll pricing. This compares to larger operating losses in the prior year periods, which reflected comparatively lower sales volumes, lower pricing, lower absorption of plant capacity and unfavorable purchase accounting effects associated with the Åkers Group acquisition.

Third quarter sales for the Air and Liquid Processing segment increased 11% from prior year, as higher shipment volumes of custom air handlers and heat exchange coils more than offset lower volumes of centrifugal pumps. For the nine months ended September 30, 2017, segment sales increased 4%, led by increased shipment volumes of custom air handlers and centrifugal pumps. As a result, operating income in both the third quarter and year-to-date rose modestly compared to prior year.

Remarking on the quarter, John Stanik, Ampco-Pittsburgh’s Chief Executive Officer said, “We are disappointed in our Q3 performance. Extended plant downtime due to maintenance issues and production bottlenecks associated with our ramp-up to meet significantly higher volumes negatively impacted our results. We are addressing these issues as quickly as possible to meet simultaneously increasing demand for both roll products and fracking blocks.”

Teleconference Access

Ampco-Pittsburgh Corporation (NYSE: AP) will hold a conference call on Monday, November 6, 2017, at 10:30 a.m. Eastern Time (ET) to discuss its financial results for the third quarter ended September 30, 2017. If you would like to participate in the conference call, please register using the link below or by dialing 1-844-308-3408 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/10113284

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

•	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 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 September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Sales	$	103,886		$	82,861		$	317,952		$	239,740
Cost of products sold (excl depreciation and amortization)		87,295			67,267			263,975			195,824
Selling and administrative		14,243			15,045			44,444			43,740
Depreciation and amortization		5,451			5,490			17,019			14,945
Loss (gain) on disposal of assets		110			—			109			(9	)
Total operating expense		107,099			87,802			325,547			254,500
Loss from operations		(3,213	)		(4,941	)		(7,595	)		(14,760	)
Other expense – net		(494	)		(1,001	)		(3,025	)		(635	)
Loss before income taxes		(3,707	)		(5,942	)		(10,620	)		(15,395	)
Income tax benefit (provision)		1,804			(21,602	)		1,771			(21,627	)
Equity earnings in Chinese joint venture		—			4			535			115
Net loss before non-controlling interest		(1,903	)		(27,540	)		(8,314	)		(36,907	)
Net income (loss) attributable to non-controlling interest		299			(158	)		584			(149	)
Net loss	$	(2,202	)	$	(27,382	)	$	(8,898	)	$	(36,758	)
Loss per common share:
Basic	$	(0.18	)	$	(2.23	)	$	(0.72	)	$	(3.10	)
Diluted	$	(0.18	)	$	(2.23	)	$	(0.72	)	$	(3.10	)
Weighted-average number of common shares outstanding:
Basic		12,361			12,271			12,320			11,844
Diluted		12,361			12,271			12,320			11,844