UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 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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(IRS Employer
Identification No.) |
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| 726 Bell Avenue, Suite 301, Carnegie, PA |
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15106 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (412) 456-4400
N/A
(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:
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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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. |
Regulation FD Disclosure. |
As previously announced, on November 10, 2015 members of senior
management of Ampco-Pittsburgh Corporation (the “Corporation”) will present a summary of the Corporation’s three-year Strategic Plan to the investment community at the New York Stock Exchange. A webcast of the presentation and a copy
of the investor presentation slides will be available on the Corporation’s website, www.ampcopgh.com, until November 17, 2015. The investor presentation slides are attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information in this Item 7.01 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.
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| Exhibit
No. |
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Description |
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| 99.1 |
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Investor Presentation Slides dated November 10, 2015. |
SIGNATURE
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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| 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 |
Dated: November 9, 2015
2016-2018 Strategic Plan Summary
November 10, 2015 Ampco-Pittsburgh Corporation Exhibit 99.1
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.
Presentation Outline Welcome,
IntroductionJohn Stanik Forged and Cast Engineered ProductsRodney Scagline Air and Liquid ProcessingTerry Kenny SummaryDee Ann Johnson Questions
Who is 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. Two segments are reported: Forged and Cast Engineered Products
(known as UES) Air and Liquid Processing
Today’s speakers John Stanik, CEO
Dee Ann Johnson, CFO Rodney Scagline, President, Forged and Cast Engineered Products (Union Electric Steel) Terry Kenny, President, Air & Liquid Systems
State of Ampco-Pittsburgh Forged and
Cast Engineered Products or Union Electric Steel (UES) Historically served steel and aluminum industry primarily Current steel industry market conditions: Excess global steelmaking capacity impacting customer financial performance Cost control
extended to vendors purchases Price concessions, emphasis on cost not performance Idled capacity in North America and Europe Result: Volume and revenue decline, margin decline Expect no steel industry recovery until 2017, at the earliest
State of Ampco-Pittsburgh cont’d
Good news: Flexible manufacturing assets: open-die forging Market pull into fracking industry Opportunity to diversify into broader markets Added Alloys Unlimited & Processing company (forged and cast product distribution center including short
turnaround, emergency supply)
State of Ampco-Pittsburgh cont’d
Air and Liquid Processing Comprised of three businesses: Aerofin – Heat exchangers Buffalo Air Handling – Custom air handling systems Buffalo Pumps – Specialty centrifugal pumps Profitable, consistent performer Buffalo Air
performance improvement in 2015 Lack of growth over past several years
Key strategies to improve performance
Union Electric Steel – stabilize business and return to profitability Roll Business Reduce costs (lean techniques) Invest in technical development Position as global player Other actions
Key strategies to improve
performance cont’d Diversify – open-die forged products Fracking industry Broaden capabilities Sales Logistics Manufacturing Geography Products
Key strategies to improve
performance cont’d Air and Liquid Processing Grow revenue Reduce costs, increase margins Strengthen engineering and manufacturing capabilities Revise sales and marketing approach
How will we be successful? A Process
Action plans have been assigned and will be measured and tracked. Clear delineation of responsibilities Annual strategy update Incorporate action plan results into compensation and annual internal business plans Monitor risks and mitigate in timely
fashion; ERM in place Invest wisely with strong ROIC (including M&A) Integrate any acquisitions and maximize synergies
2016 – 2018 Strategic Plan
Union Electric Steel
Union Electric Steel Strategic Plan
Summary Union Electric Steel has historically represented 66% of total revenue of Ampco-Pittsburgh. Revenue
Forged and Cast Engineered Products
Roll Products
Rolls Staged in Hot Strip Mill (HSM)
UES Locations Manufacturing Sales
Office Current Sales and Manufacturing Footprint
Global Steel Industry Performance
Steel companies’ profitability declining due to continued overcapacity. 2015 world capacity utilization ranging between 65 – 76%.
Market Share by Region (2014 pcs)
CAST FORGED
Region Company Name Estimated Global
Market Share EUR Akers Group 5% Coswig <2,5% ESW <2,5% GP <2,5% Innse <2% North America Akers National Roll <2% United <2% Whemco <2,5% S-AM Villares <2,5% Asia-Pacific Hitachi <2,5% Nippon Steel <2% China Gong Chang 5%
Xingtai 10% Region Company Name Estimated Global Market Share EUR Akers 3% Sheffield Forgemasters <2,5% Steinhoff <2% Villares <1,5% N. America UES 5% Whemco <2% Superior <1,5% S-AM Villares <2,5% A-PAC Hitachi 2,5% Doosan <2,5%
JCFC <2% JSW <1,5% China Xingtai 7% Baosteel 4% Main Competitors Cast Rolls Forged Rolls Industry is Fragmented.
Forged Engineered Products (FEP) -
Fluid Ends Fracking pump unit Mud Pump Fluid end Multiple fracking pump units on-site
FEP Products - Bars
N.A. Open Dies Sales Source: FIA
Fracking Block Market ($200-300M)
Lowered in September $200-300M/ year market - CONSUMABLE Integrated shop = supply chain advantage
Additional FEP Potential Products
New Target Products Blow-Out-Preventers (BOPs) Gears (e.g. pinion gears) Mining bits/steps Mud pump blocks Mud pump crankshafts Quills (on drilling rig) Reamers/stabilizers Shafts Wellhead forgings/valve bodies Wye blocks
Strategic Actions to Improve
Performance Commercial Strategic sales Marketing New products Operational Lean implementation Cost reduction Tactical Establish low cost manufacturing Strategic acquisitions
2016-2018 Strategic Plan Air and
Liquid Processing Segment
Air and Liquid Processing Segment
Information The Air and Liquid Processing Segment is comprised of three divisions: Aerofin Buffalo Air Handling Buffalo Pumps These divisions represent approximately 34% of Ampco- Pittsburgh’s total annual revenue.
Air and Liquid Processing Segment
Strategic Plan Summary
Aerofin 2016 – 2018 Strategic
Plan
Aerofin Products Copper spiral
finned nuclear stamped coil Split-Fit® Steam heating coils
Aerofin Sales by Segment Aerofin
sales by market: Fossil fuel power generation Industrial Nuclear power generation OEM/Commercial
Aerofin Market Share 16.6% 83.4%
22.8% 77.2% 30.5%
Aerofin Market Strategies Increase
market share Introduce new products Expand markets and territory Improve manufacturing efficiencies/productivity by a minimum of 10% Explore acquisitions that complement Aerofin’s products and geography
Aerofin Summary of Strategic Plan
Revenue Average CAGR approximately 8.0%
Buffalo Air Handling 2016 –
2018 Strategic Plan
Buffalo Air Handling Products
Rooftop unit at a pharmaceutical manufacturing facility Triple stacked units being installed at a research facility in Illinois Air handling unit in our manufacturing plant for a medical center in New York
Buffalo Air Handling Why use a
custom air handling unit? Reliability requirements Performance requirements Unique features such as special filtration or humidity control Air pressure requirements Air leakage control Energy recovery requirements Specific size limitations End user
or engineer preference
Buffalo Air Handling Sales by
Segment Buffalo Air Handling serves four primary markets Each unit is designed and manufactured to precise specifications
Buffalo Air Handling Market Share
Buffalo Air Handling has 12.2% of the available custom air handling market
Buffalo Air Handling Market
Strategies Grow targeted markets Enhance opportunities for design basis Broaden product offering Reduce manufacturing costs Explore acquisitions with complementary products
Buffalo Air Handling Summary of
Strategic Plan Revenue Average CAGR approximately 10.0%
Buffalo Pumps 2016 – 2018
Strategic Plan
Buffalo Pumps Products Specialized
Centrifugal Pumps Vertical double suction pump for a United States Navy surface vessel Vertical submerged lube oil pump Seal-less pump
Buffalo Pumps Market Segments Fossil
fuel power generation Military use Industrial refrigeration
Buffalo Pumps Market Strategies
Focus on customer service enhancements Improve after market support Grow OEM market share Broaden product offerings Reduce manufacturing costs Explore acquisitions that complement Buffalo Pump’s products and markets served
Buffalo Pumps Summary of Strategic
Plan Revenue Average CAGR approximately 5.0%
Air and Liquid Processing Segment
Strategic Plan Summary
2016-2018 Strategic Plan Financials
Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation
Financial Assumptions Growth: Organic, no impact from potential acquisitions Markets: Forged and Cast Engineered Products (FCEP) Steel – no recovery in 2016. Slow and steady growth in 2017 and 2018 Oil and gas – improving in latter half
of 2016 Air and Liquid Processing (ALP): Slow and steady growth for 2016-2018 Inflation: Direct materials: FCEP Segment: 2016 – flat; 2017 – 50% increase; 2018 - flat ALP Segment: 2016 – flat; 2017 & 2018 - 3% increase
Currency: No significant change
Ampco-Pittsburgh Corporation Revenue
(2013-2018) Average CAGR > 10%
Ampco-Pittsburgh Corporation Revenue
Drivers (2014-2018)
Ampco-Pittsburgh Corporation Revenue
By Segment Historical Target 2018
Ampco-Pittsburgh Corporation
Operating Income (2013-2018)
Ampco-Pittsburgh Corporation
Financial Performance Drivers Reduced workforce Centralized back office functions Relocated corporate headquarters Froze significant portion of U.S. defined benefit plan Ongoing…. Implement company-wide “lean manufacturing”
strategies Focus on cash flow and working capital management Enhance ROIC strategy and payback analyses
Ampco-Pittsburgh Corporation Capital
Expenditures (2013-2018)
Ampco-Pittsburgh Corporation
Financial Performance Metrics
Key Takeaways Grow top line and
reduce cost. Increase margin. Diversify. Use balance sheet to strengthen Ampco via investments based on ROIC Deploy a “system” that assigns responsibilities, tracks progress, mitigates risk and rewards success. Update strategy annually.
Thank you Questions Ampco-Pittsburgh
Corporation
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