-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SFtW6VDU90RRRzuMZJh3Gwz//zoZBCcRrp6BvhCpvG+b2tn3ly7dL3G0Lw8ZK5pC rvKjk7Uqd1Nk9jvf4RvwSg== 0000006176-05-000002.txt : 20050207 0000006176-05-000002.hdr.sgml : 20050207 20050207161537 ACCESSION NUMBER: 0000006176-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMPCO PITTSBURGH CORP CENTRAL INDEX KEY: 0000006176 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 251117717 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00898 FILM NUMBER: 05580682 BUSINESS ADDRESS: STREET 1: 600 GRANT ST STE 4600 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124564400 FORMER COMPANY: FORMER CONFORMED NAME: SCREW & BOLT CORP OF AMERICA DATE OF NAME CHANGE: 19710518 8-K 1 release048k.txt 8-K FOR YEAR-END PRESS RELEASE 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 or earliest event reported)February 7, 2005 AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other (Commission file number) (I.R.S. Employer jurisdiction Identification of incorporation) Number) 600 Grant Street Pittsburgh, PA 15219 (Address of principal (Zip Code) executive offices) 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 February 4, 2005, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and twelve months ended December 31, 2004. A copy of the press release is attached hereto and is being furnished to the SEC. 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: February 7, 2005 By: s/Ernest G. Siddons Ernest G. Siddons President EX-1 2 dec2004release.txt PRESS RELEASE FOR YEAR-END RESULTS CONTACT: Dee Ann Johnson (412) 456-4410 FOR IMMEDIATE RELEASE PITTSBURGH, PA February 4, 2005. . . . . Ampco-Pittsburgh Corporation (NYSE: AP) announced sales of $51,506,000 and $202,861,000 for the quarter and year ended December 31, 2004, respectively, against $47,849,000 and $180,233,000 for the same periods of the prior year. Net loss approximated $(3,066,000) or $(0.32) per share for the three months ended December 31, 2004 in comparison to net income of $1,038,000 or $0.11 per share for the three months ended December 31, 2003. The Corporation incurred a net loss of $(2,599,000) or $(0.27) per share and $(2,190,000) or $(0.23) per share for the years ended December 31, 2004 and 2003, respectively. Included in results for 2003 is an after-tax loss from discontinued operations of $(5,098,000) or $(0.53) per share arising from the third quarter sale of its Plastics Processing Machinery segment. (Loss) income from operations approximated $(3,411,000) and $1,357,000 for the three months ended December 31, 2004 and 2003, respectively, and $(2,224,000) and $5,061,000 for the respective years then ended. The Forged and Cast Rolls Segment incurred significant losses in the quarter which resulted in operating losses for the full year. There were several reasons, including the interruption in business caused by flooding at the Carnegie, Pennsylvania forged roll finishing plant as a result of Hurricane Ivan, the unprecedented increases in the cost of steel scrap, ferro alloys and energy, and poor operating performance of the cast roll unit in England. A business interruption insurance claim is expected to be settled in the first part of 2005. Activity levels in the construction and energy markets remained weak. Accordingly, results from operations of the Air and Liquid Processing segment were relatively unchanged compared to those of the fourth quarter and the year ended December 31, 2003. In the quarter and year, the Corporation incurred lower uninsured legal costs related to lawsuits in connection with asbestos-containing products when compared with the same periods in 2003. However, the reductions were in large part offset both in the quarter and the year by professional fees incurred to meet the requirements of the Sarbanes Oxley Act. The outlook for the first part of 2005 is for continued weakness in both segments. However, as the Forged and Cast Rolls operations progressively work through the order backlog, which is at an all-time high, and providing that material costs stabilize which seems to be the case, with the exception of certain ferro alloys, the segment expects to have an improved second six months. This will be the result of improved selling prices and recovery of increased costs through the imposition of surcharges. Despite the losses for 2004, the financial condition of the Corporation remains strong. # # # AMPCO-PITTSBURGH CORPORATION FINANCIAL SUMMARY Three Months Ended Dec 31, Year Ended Dec 31, 2004 2003 2004 2003 Sales $51,506,000 $47,849,000 $202,861,000 $180,233,000 (Loss) income from operations (3,411,000) 1,357,000 (2,224,000) 5,061,000 Other (expense) income-net (603,000) 98,000 (359,000) (419,000) (Loss) income before income taxes (4,014,000) 1,455,000 (2,583,000) 4,642,000 Income tax (benefit) provision (948,000) 441,000 16,000 1,734,000 (Loss) income from continuing operations (3,066,000) 1,014,000 (2,599,000) 2,908,000 Discontinued operations: Income (loss) from operations - 26,000 - (5,330,000) Income tax provision (benefit) - 2,000 - (232,000) - 24,000 - (5,098,000) Net (loss) income $(3,066,000) $ 1,038,000 $ (2,599,000) $ (2,190,000) Basic and diluted earnings per share: (Loss) income from continuing operations $ (0.32) $ 0.11 $ (0.27) $ 0.30 Loss from discontinued operations $ - $ - $ - $ (0.53) Net (loss) income $ (0.32) $ 0.11 $ (0.27) $ (0.23)
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