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) |
Registrants 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 Companys 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 Companys 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
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-Pittsburghs 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 Corporations Annual Report on Form 10-K as well as the Corporations 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 $750,000 relating to the collection of accounts receivable previously written off. |
9CB?Z
M4MH9OXP7]^`?WF\S1.'+-K:%VS20^`B9S1YG6EVGE>UO&Q)I'Y7P$.YI\T
M*C3RK:T[9O\`'`6.9?,\0KN6;5W<4^_`0>:_-`"GW3MA&PB=_'`-W-/F?):&
M ^`7&J_%]<[NR,`Q45:)QGG),<("WSJC/C/[0J0&(S:A"3-F%.V
M`0G3@,9TS+!#`'Q4_P#[UY*[#EWP%&HJ2/YKCN"_G@(^+K&L4S')FA=`4VJJ
MW$$37H[8'0%BJJ]2"8]$P"P`*BL:K3. UC4<'A>Z`U5)P&/ V
MON5`6TU1(#Y;&^"H:5U=^Z`SV29Q)M1,+0'/*E(";_8YES,G1-X?"5>U8#JL
M9HD!BKI:&KW!(#R,X-XKNQQ`00&)VG4FE2=^$`@,<<0,%@*T@X@$`Y#,0$#2
MK@`5`P*0#1F!#3L6`HM$UIW!NV``"JZ<4]4`BPXH#WIM,`VASB%7#L@'[0
MU!I&*XP$A1FTDKE`2X$[T$!1#0F!QS$`VMQ TN"M&\C9`81>;25/QLA!F>(S],`S=[6&-F&LD"6XHQYF-0D9@%8!?;
M%I&=;(!_JL_3`9*BX4-,P/J*B7)8[%KGO:T$=BF`N35TT^5QI,UDV5_WC'!S
M?6(##]KVK5H-9(U_1XC%_+`;#ZB0R5QGS&ME`*9A(#4[\H!\669?$#@99"ZP
M<$WK`8_CJ/@\?CR^"J<76W2N[4J0$2KG;IS^'*JI,QYR:V8TGU`P&P][&-+G
MN#6C$N)0"`UI5UMDV9PI57)?-^@V8TGU`P&>942)1:)LQLLN*-#B`I[%@&^;
M+EL+YCPQ@SGS3Z5^ZMJ7##B[-OSX"1S
M5YJR%'*MI:FPS3CZGP`>:/-:%3E>T'MXA]^`0YK\U9`7E2TC?];_`/<@*'-7
MFI(_TI:FGMF_QP!]Y_-46K]V+0OT>*??@!O-GFHS=RG:^[C?QP`>:O-22K>5
M+4!N,[']^`3>;/-3CJY3M0PP^NV_[R`?WK\U"820%"9D@";8"V(9:A"