8-K

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 10, 2018

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)
726 Bell Avenue, Suite 301, Carnegie PA		15106
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 456-4400

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Item 2.02. Disclosure of Results of Operations and Financial Condition

On May 10, 2018, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three months ended March 31, 2018. A copy of the press release is attached hereto. The information in this Item 2.02 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.

  Exhibit 99.1 – Press release dated May 10, 2018

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 10, 2018	By:	/s/ Michael G. McAuley
	Michael G. McAuley
	Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Contact:

Michael G. McAuley

Senior Vice President, Chief Financial Officer and Treasurer

(412) 429-2472

mmcauley@ampcopgh.com

FOR IMMEDIATE RELEASE

CARNEGIE, PA

May 10, 2018

Ampco-Pittsburgh Corporation Announces First Quarter 2018 Results

Carnegie, PA, May 10, 2018 – Ampco-Pittsburgh Corporation (NYSE: AP) reported consolidated sales of $115.1 million for the three months ended March 31, 2018, compared to $103.5 million for the three months ended March 31, 2017. Higher sales of forged engineered products to the oil and gas industry was the primary driver, while sales of forged and cast rolls also increased.

Net income for the three months ended March 31, 2018, was $0.9 million, or $0.08 earnings per common share, compared to net loss of $4.8 million, or $0.39 loss per common share for the three months ended March 31, 2017.

Loss from operations for the three months ended March 31, 2018, was $1.1 million, compared to loss from operations of $2.6 million for the three months ended March 31, 2017, as the impact of higher overall shipment volumes and pricing more than offset the effect of higher raw material and operating costs and lower cost absorption related to a partial plant idling.

Other income (expense) – net for the three months ended March 31, 2018, improved by $4.1 million compared to the three months ended March 31, 2017, including a one-time current period benefit of $2.4 million related to a contractual settlement with a third party, higher pension income of $1.1 million, and the non-recurring prior year cost of $0.4 million related to extinguishing the outstanding debt of ASW Steel, Inc., acquired in November 2016.

Sales for the Forged and Cast Engineered Products segment for the three months ended March 31, 2018, increased approximately 15% compared to prior year. Despite the loss of a key customer to a plant closure, higher shipment volumes of forged engineered products to the oil and gas industry led the increase. Sales of forged and cast mill rolls also increased. The segment recorded an operating income, compared to an operating loss in the prior year, due to the higher shipment volumes and improved pricing, partly mitigated by higher raw material and operating costs and unfavorable cost absorption related to the idling of a cast roll foundry which was in full operation in the prior year period.

Sales for the Air and Liquid Processing segment for the three months ended March 31, 2018, declined approximately 3%, as lower sales of centrifugal pumps to U.S. Navy shipbuilders was partly offset by higher sales demand for custom air handlers. Segment operating income declined for the quarter compared to prior year, in line with the lower sales volumes.

Remarking on the quarter’s results, John Stanik, Ampco-Pittsburgh’s Chief Executive Officer said, “Although pleased with our continued improvement, we remain focused on further operational advances, equipment reliability and commercial terms to be able to sustain and expand on this progress as our order book grows.”

Teleconference Access

Ampco-Pittsburgh Corporation (NYSE: AP) will hold a conference call on Thursday, May 10, 2018, at 10:30 a.m. Eastern Time (ET) to discuss its financial results for the first quarter ended March 31, 2018.

We encourage participants to pre-register for the conference call at http://dpregister.com/10119580. Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time, including up to and after the call start time. Those without internet access or unable to pre-register may dial in by calling:

• Participant Dial-in (Toll Free):         1-844-308-3408

• Participant International Dial-in:      1-412-317-5408

For those unable to listen to the live broadcast, a replay will be available one hour after the event concludes on our website under the Investors menu at www.ampcopgh.com.

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.

AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

(Dollars in thousands except per share amounts; shares outstanding in thousands)

	Three Months Ended March 31,
	2018			2017
Sales	$	115,077		$	103,516
Cost of products sold (excl. depreciation and amortization)		94,757			84,781
Selling and administrative		15,473			15,377
Depreciation and amortization		5,905			5,922
Loss on disposition of assets		45			0
Total operating expenses		116,180			106,080
Loss from operations		(1,103	)		(2,564	)
Other income (expense) – net		2,051			(2,013	)
Income (loss) before income taxes		948			(4,577	)
Income tax benefit (provision)		441			(135	)
Equity gains in joint venture		0			50
Net income (loss) before noncontrolling interest		1,389			(4,662	)
Net income attributable to noncontrolling interest		448			121
Net income (loss) attributable to Ampco-Pittsburgh	$	941		$	(4,783	)
Net income (loss) per common share attributable to Ampco-Pittsburgh:
Basic	$	0.08		$	(0.39	)
Diluted	$	0.08		$	(0.39	)
Weighted-average number of common shares outstanding:
Basic		12,362			12,271
Diluted		12,379			12,271