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) February 27, 2015
AMPCO-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
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| Pennsylvania |
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1-898 |
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25-1117717 |
| (State or other jurisdiction
of incorporation) |
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(Commission
file number) |
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(I.R.S. Employer
Identification Number) |
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| 600 Grant Street, Pittsburgh, PA |
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15219 |
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(Zip Code) |
Registrant’s telephone number, including area code: (412) 456-4400
(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.21 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
| Item 2.02. |
Disclosure of Results of Operations and Financial Condition. |
On
February 26, 2015, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and twelve months ended December 31, 2014. A copy of the press release is attached hereto and is being furnished to the SEC.
| Item 9.01. |
Financial Statements and Exhibits |
Exhibit 99.1 – Press release dated February 26, 2015.
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.
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AMPCO-PITTSBURGH CORPORATION |
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| Date: |
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February 27, 2015 |
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By: |
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/s/ Marliss D. Johnson |
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Marliss D. Johnson |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
CONTACT:
Dee Ann Johnson
Chief Financial Officer and Treasurer
412-456-4410
dajohnson@ampcopgh.com
FOR IMMEDIATE
RELEASE
PITTSBURGH, PA
February 26, 2015
Ampco-Pittsburgh Corporation Announces Results
Ampco-Pittsburgh Corporation (NYSE:AP) announces sales for the fourth quarter of 2014 of $74,587,000 versus $77,055,000 for the fourth quarter
of 2013, a 3.2% decrease. Sales for 2014 approximated $272,858,000 against $281,050,000 for 2013, a 2.9% decrease.
Income (loss) from
operations for the three and twelve months ended December 31, 2014 approximated $(2,757,000) and $80,000, respectively, and includes a pre-tax charge of $4,487,000 for the estimated increase in the cost of asbestos-related litigation net of
estimated insurance recoveries. Income (loss) from operations for the three and twelve months ended December 31, 2013 approximated $4,088,000 and $28,967,000, respectively, and for the twelve months ended December 31, 2013 includes a
pre-tax credit of $16,340,000 for estimated additional insurance recoveries for asbestos liabilities resulting from insurance coverage settlement agreements entered into during the third quarter of 2013.
The Corporation incurred a net loss for the three months and year ended December 31, 2014 of
$2,043,000 or $0.20 per common share and $1,187,000 or $0.11 per common share, respectively, which includes an after-tax charge of $2,916,000 or $0.28 per common share for the estimated increase in the cost of asbestos-related litigation net of
estimated insurance recoveries. For the three months December 31, 2013, the Corporation incurred a net loss of $1,500,000 or $0.14 per common share which includes an after-tax effect of $4,165,000 or $0.40 per common share associated with the
charge the Corporation recorded to recognize an impairment of its investment in a forged-roll joint venture company located in China. For the year ended December 31, 2013, the Corporation earned net income of $12,437,000 or $1.20 per common
share which includes an after-tax credit of $10,621,000 or $1.03 per common share for the estimated additional insurance recoveries offset by the after-tax charge of $4,165,000 or $0.40 per common share for the impairment of the Corporation’s
investment in a forged-roll joint venture company for a net increase to net income of $6,456,000 or $0.63 per common share.
Sales and
operating income for the Forged and Cast Engineered Products segment (formerly referred to as the Forged and Cast Rolls segment) for the quarter and year were less than the comparable prior year periods principally due to a lower volume of shipments
attributable to a worldwide reduction in demand for rolls. Additionally, pricing and profit margins suffered due to the supply demand imbalance in the industry.
With respect to the Air and Liquid Processing segment, although sales for the quarter were comparable to the same period of the prior year,
operating income, excluding asbestos-related activity discussed above, was less primarily due to product mix. For the year, sales and operating income, excluding asbestos-related activity discussed above, approximated those in 2013.
John Stanik, Ampco-Pittsburgh’s Chief Executive Officer commented, “The current state
of the global roll market is concerning. The market demand for rolls in 2014 was disappointing mainly due to lower operating levels for the steel and non-ferrous industries. When this is combined with the current overcapacity for roll production and
the customer demand for significantly lower prices, the overall effect on our business was a severe decline in financial performance. Ampco-Pittsburgh is taking steps to adjust its capacity, reduce costs and institute price increases in the
immediate future.”
“Regarding the Air and Liquid Processing segment, our failure to grow in 2014 is less concerning. I believe
these equipment businesses are strong and improving. As discussed in the release, mix was our primary issue in 2014.”
“Strategic planning is in full force. This effort will result in strategic and tactical action items to address growth and profitability
in 2016 and beyond.”
The matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties that could
cause actual results to differ materially from expectations. Some of these risks are set forth in the Corporation’s Annual Report on Form 10-K as well as the Corporation’s other reports filed
with the Securities and Exchange Commission.
AMPCO-PITTSBURGH CORPORATION
FINANCIAL SUMMARY
(Dollars in thousands except per share amounts)
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Three Months
Ended December 31, |
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Year Ended
December 31, |
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2014 |
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2013 |
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2014 |
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2013 |
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| Sales |
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$ |
74,587 |
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$ |
77,055 |
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$ |
272,858 |
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$ |
281,050 |
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| Costs of products sold (excl. depreciation) |
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59,882 |
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58,765 |
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218,597 |
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217,342 |
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| Selling and administrative |
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9,955 |
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11,547 |
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37,380 |
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39,682 |
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| Depreciation |
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2,811 |
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2,617 |
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11,818 |
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11,342 |
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| Charge (credit) for asbestos litigation |
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(1 |
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4,487 |
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— |
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4,487 |
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(16,340 |
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| Loss on disposition of assets |
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209 |
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38 |
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496 |
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57 |
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| Total operating expense |
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77,344 |
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72,967 |
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272,778 |
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252,083 |
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| (Loss) income from operations |
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(2,757 |
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4,088 |
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80 |
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28,967 |
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| Other expense – net |
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(584 |
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(118 |
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(972 |
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(1,787 |
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| (Loss) income before income taxes |
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(3,341 |
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3,970 |
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(892 |
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27,180 |
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| Income tax benefit (provision) |
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1,539 |
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2,145 |
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766 |
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(5,813 |
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| Equity losses in Chinese joint venture |
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(2 |
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(241 |
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(7,615 |
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(1,061 |
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(8,930 |
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| Net (loss) income |
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(3 |
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$ |
(2,043 |
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$ |
(1,500 |
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$ |
(1,187 |
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$ |
12,437 |
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| Earnings per common share: |
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| Basic |
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(3 |
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$ |
(0.20 |
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$ |
(0.14 |
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$ |
(0.11 |
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$ |
1.20 |
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| Diluted |
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(3 |
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$ |
(0.20 |
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$ |
(0.14 |
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$ |
(0.11 |
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$ |
1.20 |
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| Weighted-average number of common shares outstanding: |
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| Basic |
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10,426 |
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10,364 |
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10,405 |
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10,358 |
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| Diluted |
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10,426 |
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10,364 |
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10,405 |
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10,406 |
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| (1) |
For 2014, charge represents estimated increase in the cost of asbestos-related litigation net of estimated insurance recoveries. For 2013, credit represents estimated additional insurance recoveries for asbestos
liabilities resulting from insurance coverage settlement agreements entered into during the third quarter. |
| (2) |
Equity losses in Chinese joint venture for the three and twelve months ended December 31, 2013 includes a charge of $6,407 to recognize an impairment of the Corporation’s investment in a forged-roll joint
venture company located in China. |
| (3) |
Net loss for the three months and year ended December 31, 2014 includes an after-tax charge of $2,916 or $0.28 per common share for the estimated increase in the cost of asbestos-related litigation net of estimated
insurance recoveries. Net loss for the three months ended December 31, 2013 includes an after-tax charge of $4,165 or $0.40 per common share to recognize an impairment of the Corporation’s investment in a forged-roll joint venture company
located in China. Net income for 2013 includes an after-tax credit of $10,621 or $1.03 per common share for estimated additional insurance recoveries for asbestos liabilities resulting from insurance coverage settlement agreements entered into
during the third quarter, offset by an after-tax charge of $4,165 or $0.40 per common share to recognize an impairment of the Corporation’s investment in a forged-roll joint venture for a net increase to net income of $6,456 or $0.63 per common
share. |
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