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 6, 2015

 

 

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)

 

600 Grant Street, Pittsburgh, PA   15219
(Address of principal executive offices)   (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):

 

¨ 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))

 

 

 

Item 2.02. Disclosure of Results of Operations and Financial Condition.

On May 5, 2015, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three months ended March 31, 2015. A copy of the press release is attached hereto and is being furnished to the SEC.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 5, 2015, Ampco-Pittsburgh Corporation (the “Company”) held its annual meeting of shareholders. The following are the voting results for the items of business that were voted upon by the Company’s shareholders at that meeting:

 

1. In the election of four Directors for a term expiring in 2018:

 

     For      Withheld      Broker Non-Votes  

Michael I. German

      6,322,555         360,635         3,076,360   

Paul A. Gould

      6,087,840         595,350         3,076,360   

Robert A. Paul

      5,663,652         1,019,538         3,076,360   

John S. Stanik

      6,346,901         336,289         3,076,360   

 

2. To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

6,397,422   227,272   58,496   3,076,360

 

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants firm for 2015:

 

For

  

Against

  

Abstain

9,643,977   84,118   31,455

 

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits.

Exhibit 99.1 – Press release dated May 5, 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.

 

AMPCO-PITTSBURGH CORPORATION
Date:

May 6, 2015

 By:

s/ Marliss D. Johnson

Marliss D. Johnson
Chief Financial Officer and Treasurer


Exhibit 99.1

 

LOGO

CONTACT:

Dee Ann Johnson

Chief Financial Officer and Treasurer

412-456-4410

dajohnson@ampcopgh.com

FOR IMMEDIATE RELEASE

PITTSBURGH, PA

May 5, 2015

Ampco-Pittsburgh Corporation Announces First Quarter Earnings

Ampco-Pittsburgh Corporation (NYSE: AP) announces sales and net income for the three months ended March 31, 2015 of $65,087,000 and $72,000 or $0.01 per common share, respectively, against sales and net income of $62,913,000 and $78,000 or $0.01 per common share for the same period in 2014. Income from operations for the first three months of 2015 of $502,000 compares to $777,000 for the first three months of 2014. Operating income for 2015 includes a pre-tax curtailment charge of approximately $1,200,000 associated with a partial freezing of the U.S. Defined Benefit Plan but benefited from a pre-tax credit of approximately $750,000 relating to the collection of accounts receivable previously written off.

For the Forged and Cast Engineered Products segment, sales increased from a year ago principally due to a higher volume of shipments of other forging products offset by a decrease in traditional roll shipments. Operating income improved from a year ago primarily due to the collection of accounts receivable previously mentioned. For the Air and Liquid Processing segment, sales were down slightly from a year ago resulting primarily from a decline in shipments to the fossil-fueled utility and industrial markets. Operating income was comparable.

John Stanik, Ampco-Pittsburgh’s Chief Executive Officer commented, “The curtailment charge related to the partial freezing of the U.S. Defined Benefit Plan, which is a prudent investment, and the credit associated with the collection of previously written-off accounts receivable somewhat cloud the operating results of the business. Considering the extremely difficult conditions of the primary markets we serve, I am pleased with our financial performance.”

“During the first quarter, we made significant strides to revitalize the Corporation, reduce costs that will bear fruit later this year and in 2016, and made much progress in our strategic planning process. While I am concerned about future short-term revenue because of the ongoing steel industry problems, I am excited about the progress we have made and the direction of Ampco-Pittsburgh.”

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

 

     Three Months Ended March 31,  
     2015     2014  

Sales

    $ 65,087,000      $ 62,913,000   
  

 

 

    

 

 

  

Cost of products sold (excl. depreciation)

   52,044,000      50,063,000   

Selling and administrative

   9,396,000      9,006,000   

Depreciation

   3,142,000      3,058,000   

Loss on disposal of assets

   3,000      9,000   
  

 

 

    

 

 

  

Total operating expense

   64,585,000      62,136,000   
  

 

 

    

 

 

  

Income from operations (1)

   502,000      777,000   

Other (expense) income – net

   (380,000 )    118,000   
  

 

 

    

 

 

  

Income before income taxes

   122,000      895,000   

Income tax provision

   (40,000 )    (376,000 ) 

Equity losses in Chinese joint venture

   (10,000 )    (441,000 ) 
  

 

 

    

 

 

  

Net income

 $ 72,000    $ 78,000   
  

 

 

    

 

 

  

Earnings per common share:

Basic

 $ 0.01    $ 0.01   
  

 

 

    

 

 

  

Diluted

 $ 0.01    $ 0.01   
  

 

 

    

 

 

  

Weighted-average number of common shares outstanding:

Basic

   10,425,664      10,373,191   
  

 

 

    

 

 

  

Diluted

   10,464,088      10,422,880   
  

 

 

    

 

 

  

 

(1) 2015 includes a pre-tax curtailment charge of approximately $1,200,000 associated with the partial freezing of the U.S. Defined Benefit Plan offset by a pre-tax credit of approximately $750,000 relating to the collection of accounts receivable previously written off.
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