[10-Q] AMPCO PITTSBURGH CORP Quarterly Earnings Report
Rhea-AI Filing Summary
Ampco-Pittsburgh (AP) filed its Q3 2025 10-Q. Total net sales were $108,009 thousand, up from $96,166 thousand a year ago. Income from operations was $1,123 thousand, but higher interest and other items led to a net loss attributable to Ampco-Pittsburgh of $2,211 thousand, or $0.11 per share. For the nine months, total net sales were $325,378 thousand and the net loss attributable to Ampco-Pittsburgh was $8,404 thousand.
The quarter included Exit Charges of $3,069 thousand tied to the decision to exit UES-UK and a non-core Ohio facility, contributing to $9,819 thousand year-to-date. After the quarter, UES-UK entered administration in the U.K., and the company deconsolidated that subsidiary. Based on September 30, 2025 estimates, the company expects a non-cash impairment in Q4 2025 of $43,000–$45,000 and anticipates $7,000–$9,000 may be returned to lenders under its Credit Agreement. Cash from operations was $(1,363) thousand year-to-date. Debt outstanding was $135,214 thousand, including $50,530 thousand on the revolving credit facility, with remaining availability of $28,189 thousand.
Positive
- None.
Negative
- None.
Insights
Q3 loss, UK administration triggers sizable Q4 impairment.
Ampco-Pittsburgh posted Q3 total net sales of $108,009 thousand and a net loss attributable to the parent of $2,211 thousand. Exit Charges were $3,069 thousand in Q3 and $9,819 thousand year-to-date, reflecting the decision to exit UES-UK and a non-core Ohio facility.
After quarter-end, UES-UK entered administration. As of September 30, 2025, management expects a Q4 non-cash impairment of $43,000–$45,000, with an estimated $7,000–$9,000 returned to lenders under the Credit Agreement. These are accounting and capital structure items rather than operating cash inflows.
Liquidity shows $50,530 thousand drawn on the revolver and remaining availability of $28,189 thousand. Actual impact will hinge on execution of the U.K. wind-down and ongoing demand trends; the filing notes the company was in compliance with bank covenants as of September 30, 2025.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
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(State of Incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Emerging growth company |
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Smaller reporting company |
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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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
On November 7, 2025,
AMPCO-PITTSBURGH CORPORATION
INDEX
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Part I – |
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Financial Information: |
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Item 1 – |
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Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024 |
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Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2025 and 2024 |
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Condensed Consolidated Statements of Comprehensive (Loss) Income – Three and Nine Months Ended September 30, 2025 and 2024
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Condensed Consolidated Statements of Shareholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024 |
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Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2 – |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 – |
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Quantitative and Qualitative Disclosures About Market Risk |
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Item 4 – |
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Controls and Procedures |
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Part II – |
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Other Information: |
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Item 1 – |
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Legal Proceedings |
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Item 1A – |
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Risk Factors |
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Item 5 – |
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Other Information |
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Item 6 – |
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Exhibits |
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Signatures |
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2
PART I – FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par value)
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September 30, 2025 |
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December 31, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade receivables, less allowance for credit losses of $ |
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Trade receivables from related parties |
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Inventories |
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Insurance receivable – asbestos |
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Contract assets |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Insurance receivable – asbestos, less allowance for credit losses of $ |
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Deferred income tax assets |
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Intangible assets, net |
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Investments in joint ventures |
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Prepaid pensions |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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Accounts payable to related parties |
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Accrued payrolls and employee benefits |
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Debt – current portion |
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Operating lease liabilities – current portion |
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Asbestos liability – current portion |
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Customer-related liabilities |
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Other current liabilities |
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Total current liabilities |
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Employee benefit obligations |
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Asbestos liability |
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Long-term debt |
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Noncurrent operating lease liabilities |
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Deferred income tax liabilities |
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Other noncurrent liabilities |
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Total liabilities |
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(Note 10) |
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Shareholders’ equity: |
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Common stock – par value $ |
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Additional paid-in capital |
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Retained deficit |
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Accumulated other comprehensive loss |
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Total Ampco-Pittsburgh shareholders’ equity |
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Noncontrolling interest |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements.
3
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net sales: |
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Net sales |
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$ |
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$ |
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$ |
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Net sales to related parties |
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Total net sales |
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Operating costs and expenses: |
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Costs of products sold (excluding depreciation and amortization) |
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Selling and administrative |
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Depreciation and amortization |
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Severance charge (Note 2) |
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— |
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— |
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Loss (income) on disposal of assets |
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Total operating costs and expenses |
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Income from operations |
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Other expense – net: |
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Interest expense |
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Other income – net |
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Total other expense – net |
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(Loss) income before income taxes |
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Income tax provision |
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Net loss |
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Less: Net income attributable to noncontrolling interest |
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Net loss attributable to Ampco-Pittsburgh |
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$ |
( |
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$ |
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$ |
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Net loss per share attributable to Ampco- |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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Weighted-average number of common shares outstanding: |
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Basic |
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Diluted |
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See Notes to Condensed Consolidated Financial Statements.
4
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(in thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net loss |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income, net of income tax where applicable: |
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Adjustments for changes in: |
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Foreign currency translation |
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Unrecognized employee benefit costs (including effects of foreign currency translation) |
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Fair value of cash flow hedges |
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Reclassification adjustments for items included in net loss: |
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Amortization of unrecognized employee benefit costs |
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Settlement of cash flow hedges |
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Other comprehensive (loss) income |
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Comprehensive (loss) income |
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Less: Comprehensive income attributable to noncontrolling interest |
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Comprehensive (loss) income attributable to Ampco-Pittsburgh |
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$ |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements.
5
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Three Months Ended September 30, 2025 |
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Common |
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Additional |
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Retained |
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Accumulated |
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Noncontrolling |
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Total |
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Balance at July 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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Comprehensive income (loss): |
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Net (loss) income |
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Other comprehensive (loss) income |
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Comprehensive income (loss) |
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Shareholder exercise of warrants |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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Three Months Ended September 30, 2024 |
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Balance at July 1, 2024 |
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Stock-based compensation |
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Comprehensive income: |
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Net (loss) income |
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Other comprehensive income |
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Comprehensive income |
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Balance at September 30, 2024 |
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Nine Months Ended September 30, 2025 |
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Balance at January 1, 2025 |
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Stock-based compensation |
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Comprehensive income: |
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Net (loss) income |
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Other comprehensive income |
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Comprehensive income |
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|
|
|
|
|
|
|
|
|
|
||||||
Shareholder exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of common stock excluding excess tax benefits of $ |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nine Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of common stock excluding excess tax benefits of $ |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Balance at September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
See Notes to Condensed Consolidated Financial Statements.
6
S
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash flows (used in) provided by operating activities |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Cash flows used in investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from government grants, used for purchase of equipment |
|
|
|
|
|
|
||
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
||
Purchases of long-term marketable securities |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of long-term marketable securities |
|
|
|
|
|
|
||
Net cash flows used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows provided by financing activities: |
|
|
|
|
|
|
||
Proceeds from Equipment Term Notes |
|
|
|
|
|
— |
|
|
Proceeds from revolving credit facility |
|
|
|
|
|
|
||
Payments on revolving credit facility |
|
|
( |
) |
|
|
( |
) |
Repayment of debt principal |
|
|
( |
) |
|
|
( |
) |
Proceeds from equipment financing facility |
|
|
— |
|
|
|
|
|
Repayment of related-party debt |
|
|
— |
|
|
|
( |
) |
Payment of debt issuance costs |
|
|
( |
) |
|
|
— |
|
Proceeds from shareholder exercise of warrants |
|
|
|
|
|
— |
|
|
Net cash flows provided by financing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net (decrease) increase in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental information: |
|
|
|
|
|
|
||
Income tax payments (net of refunds) |
|
$ |
|
|
$ |
|
||
Interest payments (net of amounts capitalized) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment in accounts payable |
|
$ |
|
|
$ |
|
||
Finance lease right-of-use assets exchanged for lease liabilities |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets exchanged for lease liabilities |
|
$ |
|
|
$ |
|
||
See Notes to Condensed Consolidated Financial Statements.
7
AMPCO-PITTSBURGH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except per share amounts)
Overview of the Business
Ampco-Pittsburgh Corporation (the “Corporation”) manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in
Note 1 – Unaudited Condensed Consolidated Financial Statements
The unaudited condensed consolidated balance sheet as of September 30, 2025 and the unaudited condensed consolidated statements of operations, comprehensive (loss) income and shareholders’ equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024, have been prepared by the Corporation. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results expected for the full year.
Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s latest Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-6, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software. The guidance modifies when an organization begins capitalizing internal use software costs. The guidance becomes effective for the Corporation’s annual period beginning January 1, 2028, with early adoption permitted as of the beginning of an annual reporting period. ASU 2025-6 will not have an immediate effect on the Corporation's condensed consolidated financial statements but may impact its accounting for future internal-use software costs.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Disaggregation of Income Statement Expenses. The guidance requires tabular disclosure of certain expenses included in costs of products sold and selling and administrative expenses, such as purchases of inventory and employee compensation, and qualitative description of certain other costs. The guidance becomes effective for the Corporation’s annual period beginning January 1, 2027 and interim periods beginning January 1, 2028. The Corporation is currently evaluating the impact this new standard will have on its annual disclosures in its consolidated financial statements for the year ending December 31, 2027 and interim disclosures thereafter. It will not, however, impact the Corporation’s consolidated financial position, results of operations or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures. The guidance requires annual disclosure of specific categories of information within the effective tax rate reconciliation, and income taxes paid and income tax expense disaggregated by jurisdiction. The guidance became effective for the Corporation’s annual period beginning January 1, 2025. The Corporation is currently evaluating the impact this new standard will have on its annual disclosures. It will not, however, impact the Corporation’s consolidated financial position, results of operations or cash flows.
Note 2 - Exit Charges
In February 2025, Union Electric Steel UK Limited (“UES-UK”), an indirect wholly owned subsidiary of the Corporation, entered into a formal consultation process with its unions and staff to evaluate various options to improve its profitability, which it completed during the second quarter of 2025. The U.K. operations have been impacted by unpredictable and high energy costs compared to its foreign competitors, lower demand for its products manufactured in the U.K., and increased imports of rolls and flat rolled steel into Europe from low-cost countries. In light of UES-UK's historical performance and management's outlook for the remainder of 2025 and subsequent years, UES-UK has decided to exit its operations. As of the September 30, 2025 balance sheet date, no decision had been made by the Directors of UES-UK as to the method to liquidate and dissolve its operations.
For the three and nine months ended September 30, 2025, the Corporation recognized charges approximating $
8
equipment of UES-UK; and similar closure costs approximating $
9
The Exit Charges included the following components for the three and nine months ended September 30, 2025:
Type of Cost |
Location of Cost |
|
Three Months Ended September 30, 2025 |
|
|
Nine Months Ended September 30, 2025 |
|
||
Employee-related costs |
Severance charge |
|
$ |
|
|
$ |
|
||
Accelerated depreciation |
Depreciation and amortization |
|
|
|
|
|
|
||
Loss on sale of assets |
Loss (income) on disposal of assets |
|
|
|
|
|
|
||
Professional fees |
Selling and administrative |
|
|
|
|
|
|
||
Other |
Costs of products sold (excluding depreciation and amortization) |
|
|
|
|
|
|
||
Total Exit Charges |
|
|
$ |
|
|
$ |
|
||
The charge for employee-related costs primarily represents statutory severance and other benefits payable to the approximately
Outstanding Exit Charges equaled $
|
|
Three Months Ended September 30, 2025 |
|
|
Nine Months Ended September 30, 2025 |
|
||
Balance at beginning of the period |
|
$ |
|
|
$ |
|
||
Provision, net |
|
|
|
|
|
|
||
Paid |
|
|
|
|
|
|
||
Other, primarily changes in foreign currency exchange rates |
|
|
( |
) |
|
|
( |
) |
Balance at end of the period |
|
$ |
|
|
$ |
|
||
On October 13, 2025, subsequent to the September 30, 2025 balance sheet date, the Directors of UES-UK voluntarily filed a Notice of Intention to appoint certain insolvency practitioners of FRP Advisory Trading Limited (“FRP”) as administrators of UES-UK (collectively, the “Administrators”) pursuant to the requirements of the Insolvency Act 1986 of England and Wales in the High Court of Justice, Business and Property Courts at Leeds (the “Insolvency Court”). On October 14, 2025, (the “Filing Date”), the Directors of UES-UK filed a Notice of Appointment with the Insolvency Court formally appointing the Administrators as administrators of UES-UK. This action was confined to UES-UK exclusively and did not affect the Corporation or any of its other subsidiaries.
As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators (the “Structured Insolvency”). The Administrators will set out their proposals to UES-UK’s creditors, which will likely include an orderly wind-down of UES-UK’s financial affairs and sale of its assets. Any funds remaining after the costs and expenses associated with the Structured Insolvency will be distributed in the order of priority set forth in the Insolvency Act 1986.
Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK were included in the consolidated operating results of the Corporation. Effective as of the Filing Date, the Corporation no longer consolidates the operating results of UES-UK, as the Corporation no longer has decision-making control over UES-UK. In addition, as of the Filing Date, the Corporation (i) wrote down its investment in UES-UK to its estimated fair value; (ii) recognized the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss; and (iii) established a receivable for the estimated amount of funds expected to be returned to the lenders under the Corporation's Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”), if any, after the costs and expenses of the Structured Insolvency.
As of September 30, 2025, (i) the Corporation's carrying value of its investment in UES-UK approximated $
10
Note 3 – Inventories
At September 30, 2025 and December 31, 2024, substantially all inventories were valued using the first-in, first-out method.
|
|
September 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Supplies |
|
|
|
|
|
|
||
Inventories |
|
$ |
|
|
$ |
|
||
Note 4 – Contract Assets
Changes in contract assets were comprised of the following:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Satisfaction of existing contracts |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additional revenue earned on new and existing contracts |
|
|
|
|
|
|
|
|
|
|
|
||||
Other, primarily changes in foreign currency exchange rates |
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at end of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 5 – Property, Plant and Equipment
Property, plant and equipment were comprised of the following:
|
|
September 30, |
|
|
December 31, |
|
||
Land and land improvements |
|
$ |
|
|
$ |
|
||
Buildings and leasehold improvements |
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Construction-in-progress |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
The decision to exit the operations of UES-UK in the second quarter of 2025 was deemed to be a triggering event under ASC 360, Property, Plant and Equipment, causing the Corporation to evaluate whether the property, plant and equipment of the corresponding asset group within the FCEP segment was impaired. Accordingly, in the second quarter of 2025, the Corporation completed a quantitative analysis of the long-lived assets for the cast roll asset group and determined the assets were not impaired.
The Corporation also evaluated the estimated remaining useful lives and expected residual values of its U.K. assets and determined the estimated remaining useful lives of these assets were less than one year. Accordingly, beginning June 1, 2025, the Corporation began accelerating depreciation for certain of these assets. As of September 30, 2025, the property, plant and equipment of UES-UK had a net book value of approximately $
Certain property, plant and equipment are held as collateral including:
11
The gross value of assets under and the related accumulated depreciation approximated $
Depreciation expense approximated $
Note 6 – Intangible Assets
Intangible assets were comprised of the following:
|
|
September 30, |
|
|
December 31, |
|
||
Customer relationships |
|
$ |
|
|
$ |
|
||
Developed technology |
|
|
|
|
|
|
||
Trade name |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Intangible assets, net |
|
$ |
|
|
$ |
|
||
Changes in intangible assets consisted of the following:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of intangible assets |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other, primarily impact from changes in foreign currency exchange rates |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Balance at end of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 7 – Customer-Related Liabilities
Customer-related liabilities as of September 30, 2025 and December 31, 2024 primarily include liabilities for product warranty claims and deposits received on future orders. The Corporation provides a limited warranty on its products, known as an “assurance-type” warranty, and may issue credit notes or replace products free of charge for valid claims. A warranty is considered an assurance-type warranty if it provides the customer with assurance that the product will function as intended. Historically, warranty claims have been insignificant. The Corporation records a provision for estimated product warranties at the time the underlying sale is recorded. The provision is based on historical experience as a percentage of sales adjusted for probable and known claims.
Changes in the liability for product warranty claims consisted of the following:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Satisfaction of warranty claims |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Provision for warranty claims, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Other, primarily impact from changes in foreign currency exchange rates |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Balance at end of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue recognition when necessary to secure the right to a specific product. The liability for customer deposits is reversed when the Corporation satisfies its performance obligations and control of the inventory transfers to the customer, typically when title transfers. The majority of performance obligations related to customer deposits are expected to be satisfied in less than
Changes in customer deposits consisted of the following:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of the period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Satisfaction of performance obligations |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Receipt of additional deposits |
|
|
|
|
|
|
|
|
|
|
|
||||
Other, primarily impact from changes in foreign currency exchange rates |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at end of the period |
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits - Other noncurrent liabilities |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deposits - Other current liabilities |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 8 – Debt
Borrowings were comprised of the following:
|
|
September 30, |
|
|
December 31, |
|
||
Revolving credit facility |
|
$ |
|
|
$ |
|
||
Sale-leaseback financing obligations |
|
|
|
|
|
|
||
Equipment financing facility |
|
|
|
|
|
|
||
Equipment Term Notes |
|
|
|
|
|
— |
|
|
Industrial Revenue Bonds |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Outstanding borrowings |
|
|
|
|
|
|
||
Debt – current portion |
|
|
( |
) |
|
|
( |
) |
Long-term debt |
|
$ |
|
|
$ |
|
||
The current portion of debt includes primarily the Industrial Revenue Bonds (“IRBs”), swing loans under the revolving credit facility and, for 2025,
Revolving Credit Facility
On June 25, 2025, the Corporation entered into the Credit Agreement, amending its previous revolving credit and security agreement. The Credit Agreement provides for a $
The Revolving Credit Facility can be increased to $
As of September 30, 2025, the Corporation had outstanding borrowings under the Revolving Credit Facility of $
13
(Note 10). As of September 30, 2025, remaining availability under the Revolving Credit Facility approximated $
Borrowings outstanding under the Revolving Credit Facility are collateralized by a first priority perfected security interest in substantially all of the accounts receivable and inventories of the Corporation and its subsidiaries. The Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, investments in certain subsidiaries, payment of dividends, incurrence of additional indebtedness and guaranties, and acquisitions and divestitures. In addition, the Corporation must maintain a certain level of excess availability or otherwise maintain a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than
On October 10, 2025, in anticipation of the Structured Insolvency of UES-UK, the lenders under the Credit Agreement temporarily modified the definition of the “Trigger Period” under the Credit Agreement for the
Sale-Leaseback Financing Obligations
In September 2018, Union Electric Steel Corporation (“UES”), an indirect wholly owned subsidiary of the Corporation, completed a sale-leaseback financing transaction with Store Capital Acquisitions, LLC (“STORE”) for certain of its real property, including its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “UES Properties”).
In August 2022, Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation, completed a sale-leaseback financing transaction with STORE for certain of its real property, including its manufacturing facilities in Lynchburg, Virginia and Amherst, Virginia. In October 2022, Air & Liquid completed a sale-leaseback financing transaction with STORE for its real property, including its manufacturing facility, located in North Tonawanda, New York (collectively with the Virginia properties, the “ALP Properties”).
In connection with the August 2022 sale-leaseback financing transaction, and as modified by the October 2022 sale-leaseback financing transaction, UES and STORE entered into a Second Amended and Restated Master Lease Agreement (the “Restated Lease”), which amended and restated the existing lease agreement between UES and STORE. Pursuant to the Restated Lease, UES will lease the ALP Properties and the UES Properties (collectively, the “Properties”), subject to the terms and conditions of the Restated Lease, and UES will sublease the ALP Properties to Air & Liquid on the same terms as the Restated Lease. The Restated Lease provides for an initial term of
In August 2022, in connection with the Restated Lease, UES and STORE entered into a Disbursement Agreement pursuant to which STORE agreed to provide up to $
At September 30, 2025, the Base Annual Rent, including the Disbursement Agreement, is equal to $
The Restated Lease and the Disbursement Agreement contain certain representations, warranties, covenants, obligations, conditions, indemnification provisions, and termination provisions customary for those types of agreements. The Corporation was in compliance with the applicable covenants as of September 30, 2025.
The effective interest rate approximated
14
Equipment Financing Facility
In September 2022, UES and Clarus Capital Funding I, LLC (“Clarus”) entered into a Master Loan and Security Agreement, pursuant to which UES could borrow up to $
Interest on each Term Note accrues at an annual fixed rate ranging between
Equipment Term Notes
Under the Credit Agreement, the Corporation may borrow up to $
In October 2025, as a result of the Structured Insolvency of UES-UK and the sale of the AUP equipment and since the equipment of UES-UK and AUP were held as collateral for the Equipment Term Notes, approximately $
Industrial Revenue Bonds (“IRBs”)
The Corporation has
Note 9 – Pension and Other Postretirement Benefits
Contributions to the Corporation’s employee benefit plans were as follows:
|
|
Nine Months Ended September 30, |
|
||||
|
|
2025 |
|
2024 |
|
||
U.S. defined benefit pension plans |
|
$ |
|
$ |
|
||
U.S. nonqualified defined benefit pension plans (e.g. payments) |
|
$ |
|
$ |
|
||
Foreign defined benefit pension plans |
|
$ |
|
$ |
|
||
Other postretirement benefits (e.g., net payments) |
|
$ |
|
$ |
|
||
U.K. defined contribution pension plan |
|
$ |
|
$ |
|
||
U.S. defined contribution plan |
|
$ |
|
$ |
|
||
15
Net periodic pension and other postretirement benefit costs included the following components:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
U.S. Defined Benefit Pension Plans (a) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
of actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net benefit income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
a) Includes the nonqualified defined benefit pension plans.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Foreign Defined Benefit Pension Plans |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
of actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net benefit expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Other Postretirement Benefit Plans |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
of actuarial gain |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net benefit income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Note 10 – Commitments and Contingent Liabilities
As of September 30, 2025:
At September 30, 2025, commitments for future capital expenditures approximated $
See Note 13 for derivative instruments, Note 16 for litigation and Note 17 for environmental matters.
Note 11 – Equity Rights Offering
In September 2020, the Corporation completed an equity rights offering, issuing
16
Note 12 – Accumulated Other Comprehensive Loss
Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the nine months ended September 30, 2025 and 2024 are summarized below. All amounts are net of tax where applicable.
|
|
Foreign |
|
|
Unrecognized |
|
|
Cash Flow |
|
|
Total |
|
|
Less: |
|
|
Accumulated Other |
|
||||||
Balance at January 1, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net change |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net change |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
The following summarizes the line items affected on the condensed consolidated statements of operations for components reclassified from accumulated other comprehensive loss. Amounts in parentheses represent credits to net loss.
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Amortization of unrecognized employee benefit costs: |
|
|
|
|
|
|
|
|
|
|
|
||||
Other loss – net |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Income tax effect |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Net of tax |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Settlements of cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization (foreign currency purchase contracts) |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Costs of products sold (excluding depreciation and |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total before income tax |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax effect |
|
|
|
|
|
|
|
|
|
|
|
||||
Net of tax |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The income tax effect associated with the various components of other comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024 is summarized below. Amounts in parentheses represent credits to net loss when reclassified to earnings. Certain amounts have
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Income tax effect associated with changes in: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrecognized employee benefit costs |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Fair value of cash flow hedges |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Income tax effect associated with reclassification adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of unrecognized employee benefit costs |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Settlement of cash flow hedges |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Note 13 – Derivative Instruments
Certain divisions of the ALP segment are subject to risk from increases in the price of commodities (aluminum and copper) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. In March
17
2025, given the dramatic escalation in the price of copper futures and sufficient supply of copper, the Corporation terminated its existing futures contracts for copper resulting in a pre-tax termination gain of approximately $
The Corporation periodically enters into purchase commitments to cover a portion of its anticipated natural gas and electricity usage. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheets. At September 30, 2025, the Corporation has purchase commitments covering approximately
The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with euro-denominated progress payments to be made for certain machinery and equipment. Upon occurrence of an anticipated purchase and placement of the underlying fixed asset in service, the foreign currency purchase contract was settled and the change in fair value of the foreign currency purchase contract was deferred in accumulated other comprehensive loss and is being reclassified to earnings (depreciation and amortization expense) over the life of the underlying asset (approximately
No portion of the existing cash flow hedges is considered to be ineffective, including any ineffectiveness arising from the unlikelihood of an anticipated transaction to occur. Additionally, no amounts have been excluded from assessing the effectiveness of a hedge. The Corporation does not enter into derivative transactions for speculative purposes and, therefore, holds
Loss on foreign exchange transactions included in other income – net equaled $(
The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. The balances as of September 30, 2025 and 2024 and the amounts recognized as and reclassified from accumulated other comprehensive loss for each of the periods are summarized below. Amounts are after tax where applicable. Certain amounts recognized as comprehensive (loss) income or reclassified from accumulated other comprehensive loss have no tax effect due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the jurisdiction where the income or expense is recognized.
Three Months Ended September 30, 2025 |
|
Beginning of |
|
|
Recognized |
|
|
Reclassified |
|
|
End of |
|
||||
Foreign currency purchase contracts |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Futures contracts – copper and aluminum |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Three Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency purchase contracts |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Futures contracts – copper and aluminum |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency purchase contracts |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Futures contracts – copper and aluminum |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Nine Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency purchase contracts |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Futures contracts – copper and aluminum |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
18
The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive loss to earnings is summarized below. All amounts are pre-tax.
|
|
Location of Gain in Statements |
|
Estimated to |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|||||||||||
|
|
of Operations |
|
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|||||
Foreign currency purchase contracts |
|
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Futures contracts – copper and aluminum |
|
Costs of products sold |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Note 14 – Fair Value
The Corporation’s financial assets and liabilities reported at fair value in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 were as follows:
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other noncurrent assets |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other noncurrent assets |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
The investments held as other noncurrent assets represent assets held in the “Rabbi” trust for the purpose of providing benefits under the non-qualified defined benefit pension plan. The fair value of the investments is based on quoted prices of the investments in active markets. The fair value of futures contracts is based on market quotations. The fair values of the variable-rate IRB debt and borrowings under the revolving credit facility and other debt facilities approximate their carrying values. Additionally, the fair values of trade receivables and trade payables approximate their carrying values.
Note 15 – Stock-Based Compensation
At September 30, 2025, the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended (the “Incentive Plan”), authorizes the issuance of up to
The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted and the nature, amount and terms of such awards.
The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $
19
Stock-based compensation expense, including expense associated with equity-based awards granted to non-employee members of the Board of Directors, for the three and nine months ended September 30, 2025, equaled $
Note 16 – Litigation
The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses from time to time and are also subject to asbestos litigation.
Asbestos Litigation
Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid (the “Asbestos Liability”). Air & Liquid, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of 50 defendants) in claims filed in various state and federal courts.
Asbestos Claims
The following table reflects approximate information about the number of claims for the Asbestos Liability against Air & Liquid and the Corporation for the nine months ended September 30, 2025 and 2024 (number of claims not in thousands). The majority of the settlement and defense costs were reported and paid by insurance carriers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period.
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Total claims pending at the beginning of the period |
|
|
|
|
|
|
||
New claims served |
|
|
|
|
|
|
||
Claims dismissed |
|
|
( |
) |
|
|
( |
) |
Claims settled |
|
|
( |
) |
|
|
( |
) |
Total claims pending at the end of period (1) |
|
|
|
|
|
|
||
Administrative closures (2) |
|
|
( |
) |
|
|
( |
) |
Total active claims at the end of the period |
|
|
|
|
|
|
||
Gross settlement and defense costs paid in period (in 000’s) |
|
$ |
|
|
$ |
|
||
Average gross settlement and defense costs per claim resolved (in 000’s) (3) |
|
$ |
|
|
$ |
|
||
Asbestos Insurance
The Corporation and Air & Liquid are parties to a series of settlement agreements (“Settlement Agreements”) with insurance carriers that have coverage obligations for the Asbestos Liability (the “Settling Insurers”). During the second quarter of 2024, the Corporation and Air & Liquid entered into a settlement agreement with a previously unsettled insurance carrier resulting in reimbursement of prior years' costs of approximately $
The Settlement Agreements acknowledge Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering the Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”), which was acquired by Howden. The Settlement Agreements do not provide for any prioritization on access to the applicable policies or any sub-limits of liability as to Howden or the Corporation and Air & Liquid and, accordingly, Howden may access the coverage afforded by the Settling Insurers for any covered claim arising out of the Products. In general, access by Howden to the coverage afforded by the Settling Insurers for the Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for the Asbestos Liability.
20
Asbestos Valuations
The Corporation, with the assistance of a nationally recognized expert in the valuation of asbestos liabilities, reviews the Asbestos Liability and the underlying assumptions on a regular basis to determine whether any adjustments to the Asbestos Liability or the underlying assumptions are necessary. When warranted, the Asbestos Liability is adjusted to consider current trends and new information that becomes available. In conjunction with the regular updates of the estimated Asbestos Liability, the Corporation also develops an estimate of defense costs expected to be incurred with settling the Asbestos Liability, probable insurance recoveries for the Asbestos Liability and defense costs.
In developing the estimate of probable defense costs, the Corporation considers several factors including, but not limited to, current and historical defense-to-indemnity cost ratios and expected defense-to-indemnity cost ratios. In developing the estimate of probable insurance recoveries, the Corporation considers the expert’s projection of settlement costs for the Asbestos Liability and management’s projection of associated defense costs. In addition, the Corporation consults with its outside legal counsel on insurance matters and a nationally recognized insurance consulting firm it retains to assist with certain policy allocation matters. The Corporation also considers a number of other factors including the Settlement Agreements in effect, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, gaps in the coverage, policy exhaustion, the nature of the underlying claims for the Asbestos Liability, estimated erosion of insurance limits on account of claims against Howden arising out of the Products, prior impairment of policies, insolvencies among certain of the insurance carriers, and creditworthiness of the remaining insurance carriers based on publicly available information. Based on these factors, the Corporation estimates the probable insurance recoveries for the Asbestos Liability and defense costs for the corresponding time frame of the Asbestos Liability.
The following table summarizes activity relating to the Asbestos Liability for the nine months ended September 30, 2025 and 2024.
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Asbestos liability, beginning of the year |
|
$ |
|
|
$ |
|
||
Settlement and defense costs paid |
|
|
( |
) |
|
|
( |
) |
Asbestos liability, end of the period |
|
$ |
|
|
$ |
|
||
The following table summarizes activity relating to insurance recoveries for the nine months ended September 30, 2025 and 2024, including the $
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Insurance receivable – asbestos, beginning of the year |
|
$ |
|
|
$ |
|
||
Settlement and defense costs paid by insurance carriers |
|
|
( |
) |
|
|
( |
) |
Insurance receivable – asbestos, end of the period |
|
$ |
|
|
$ |
|
||
The insurance receivable does not assume any recovery from insolvent carriers. A substantial majority of the insurance recoveries deemed probable is from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, there will not be insolvencies among the relevant insurance carriers, or the assumed percentage recoveries for certain carriers will prove correct.
Asbestos Assumptions
The amounts recorded for the Asbestos Liability and insurance receivable rely on assumptions based on currently known facts and strategy. The Corporation’s actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Corporation’s or the experts’ calculations vary significantly from actual results. Key variables in these assumptions include the forecast of the population likely to have been exposed to asbestos; the number of people likely to develop an asbestos-related disease; the estimated number of people likely to file an asbestos-related injury claim against the Corporation or its subsidiaries; an analysis of pending cases, by type of injury claimed and jurisdiction where the claim is filed; average settlement value of claims, by type of injury claimed and jurisdiction of filing; the number and nature of new claims to be filed each year; the average cost of disposing of each new claim; the average annual defense costs; compliance by relevant parties with the terms of the Settlement Agreements; ability to reach acceptable agreements with insurance carriers currently not a party to a Settlement Agreement or at a coverage amount less than anticipated; and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Asbestos Liability and ability to recover under the Corporation’s insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.
The Corporation intends to continue to evaluate the Asbestos Liability, related insurance receivable, the sufficiency of its allowance for expected credit losses and the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are
21
required. Due to the uncertainties surrounding asbestos litigation and insurance recovery, these regular reviews may result in the Corporation adjusting its current reserve; however, the Corporation is currently unable to estimate such future adjustments. Adjustments, if any, to the Corporation’s estimate of the Asbestos Liability, insurance receivable and/or allowance for expected credit losses could be material to the operating results for the period in which the adjustments to the liability, receivable or allowance are recorded and to the Corporation’s condensed consolidated financial position, results of operations and liquidity.
Note 17 – Environmental Matters
The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. Environmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. The undiscounted potential liability for remedial actions and environmental compliance measures $
Note 18 – Related Parties
Åkers TISCO Roll Co., Ltd. (“ATR”), a
|
|
Nine Months Ended September 30, |
|
|||||||||||||
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2024 |
|
||||
|
|
USD |
|
|
RMB |
|
|
USD |
|
|
RMB |
|
||||
Balance at beginning of the period |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repayments |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Foreign exchange |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance at end of the period |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Interest on borrowings accrues at the -to-
ATR has sales to and purchases from ATR’s minority shareholder and its affiliates and sales to a shareholder of one of the Corporation’s other joint ventures in China and its affiliates. These sales and purchases, which were in the ordinary course of business, for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
Three Months Ended September 30, |
|
|||||||||||||
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2024 |
|
||||
|
|
USD |
|
|
RMB |
|
|
USD |
|
|
RMB |
|
||||
Purchases from related parties |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Sales to related parties |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
|
|
Nine Months Ended September 30, |
|
|||||||||||||
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2024 |
|
||||
|
|
USD |
|
|
RMB |
|
|
USD |
|
|
RMB |
|
||||
Purchases from related parties |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Sales to related parties |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Balances outstanding with ATR’s minority shareholder including its affiliates and the other joint venture’s shareholder and its affiliates as of September 30, 2025 and December 31, 2024 were as follows:
|
|
September 30, 2025 |
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2024 |
|
||||
|
|
USD |
|
|
RMB |
|
|
USD |
|
|
RMB |
|
||||
Accounts receivable from related parties |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Accounts payable to related parties |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
The manufacturing facilities of ATR are located on land leased by ATR from the other partner. The land lease commenced in
22
lease payments based on the land standard price prevailing in Taiyuan, China, where the joint venture is located. Rent paid by ATR to the other partner approximated $
Note 19 – Business Segments
The FCEP segment produces forged hardened steel rolls, cast rolls and forged engineered products (“FEP”). Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, and Slovenia and equity interests in
The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including original equipment manufacturers and commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment utilizes an independent group of sales offices located throughout the United States and Canada.
Net sales by product line for the three and nine months ended September 30, 2025 and 2024 are outlined below.
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
||||
Forged and Cast Engineered Products |
|
|
|
|
|
|
|
|
|
|
|
||||
Forged and cast mill rolls |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
FEP |
|
|
|
|
|
|
|
|
|
|
|
||||
Forged and Cast Engineered Products |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Air and Liquid Processing |
|
|
|
|
|
|
|
|
|
|
|
||||
Air handling systems |
|
|
|
|
|
|
|
|
|
|
|
||||
Heat exchange coils |
|
|
|
|
|
|
|
|
|
|
|
||||
Centrifugal pumps |
|
|
|
|
|
|
|
|
|
|
|
||||
Air and Liquid Processing |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Reportable Segments |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accounting policies for each segment are the same as those described in Item 8, Financial Statements and Supplementary Data, in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024. The Corporation's is the Corporation’s CODM.
The Corporation measures each segment’s profitability based on (loss) income from operations, which excludes interest expense, other income and expense items and Corporate costs. Along with other measures,
23
Summarized financial information for the Corporation’s reportable segments is shown in the following tables.
|
Three Months Ended September 30, |
|
|||||||||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||||||||
|
FCEP (5) |
|
ALP |
|
|
Total |
|
|
FCEP |
|
ALP |
|
|
Total |
|
||||||
Net sales |
$ |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
||||||
Less:(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of products sold (excluding depreciation and amortization) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance charge |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|||
Loss on disposal of assets |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
— |
|
|
|
|
|||
Segment (loss) income from operations |
$ |
( |
) |
$ |
|
|
|
|
|
$ |
|
$ |
|
|
|
|
|||||
Reconciliation to loss before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate costs (3) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
||||
Interest expense |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
||||
Other income - net (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss before income taxes |
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
$ |
( |
) |
||||
|
Nine Months Ended September 30, |
|
|||||||||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||||||||
|
FCEP (5) |
|
ALP |
|
|
Total |
|
|
FCEP |
|
ALP |
|
|
Total |
|
||||||
Net sales |
$ |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
||||||
Less:(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of products sold (excluding depreciation and amortization)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance charge |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|||
Loss on disposal of assets |
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Segment (loss) income from operations |
$ |
( |
) |
$ |
|
|
|
|
|
$ |
|
$ |
|
|
|
|
|||||
Reconciliation to (loss) income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate costs (3) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
||||
Interest expense |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
||||
Other income - net (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income before income taxes |
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
$ |
|
|||||
24
|
|
Capital Expenditures |
|
|
Depreciation and |
|
|
Identifiable Assets(2) |
|
|||||||||||||||||||
|
|
Nine Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
September 30, |
|
December 31, |
|
||||||||||||||
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
||||||||
FCEP (1) |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||||||
ALP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
||
Consolidated total |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||||||
|
|
Long-lived Assets(3) |
|
|
Net Sales by |
|
|
(Loss) Income |
|
|
||||||||||||||||||||||||||
|
|
September 30, |
|
December 31, |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
||||||||||||||||||
Geographic Areas: |
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
|
2025 |
|
2024 |
|
|
||||||||||
United States (5) |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
( |
) |
|
|||||||||
Foreign (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
( |
) |
|
|
|
|||||||
Consolidated total |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|
$ |
( |
) |
$ |
|
|
|||||||
25
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in thousands, except per share amounts)
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation and its subsidiaries (collectively, “we,” “us,” “our,” or the “Corporation”). Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q, as well as the condensed consolidated financial statements and notes hereto, may include, but are not limited to, statements about operating performance, trends and events we expect or anticipate will occur in the future, statements about sales and production levels, timing of orders for our products, restructurings, the impact from pandemics and geopolitical conflicts, profitability and anticipated expenses, inflation, the global supply chain, the continued impact of tariffs, global trade conditions, and cash outflows. 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 and words such as “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “target,” “goal,” “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 us, these risks and uncertainties include, but are not limited to:
Additionally, as it relates to the insolvency proceedings of Union Electric Steel UK Limited (“UES-UK”), an indirect wholly owned subsidiary of the Corporation, any forward-looking statements are subject to risks and uncertainties related to such proceedings, including but not limited to: the actions of the certain insolvency practitioners of FRP Advisory Trading Limited (“FRP”) as administrators of UES-UK (collectively, the “Administrators”) and the High Court of Justice, Business and Property Courts at Leeds (the “Insolvency Court”); the interpretation and application of U.K. insolvency law; potential claims by creditors or other
26
stakeholders; the ability to recover assets; and the broader impact on the Corporation’s condensed consolidated financial condition, results of operations, and strategic plans.
We cannot guarantee any future results, levels of activity, performance or achievements. 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.
The Business
The Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments – the Forged and Cast Engineered Products (“FCEP”) segment and the Air and Liquid Processing (“ALP”) segment. This segment presentation is consistent with how the Corporation’s chief operating decision-maker evaluates financial performance and makes resource allocation and strategic decisions about the business.
The FCEP segment produces forged hardened steel rolls, cast rolls and forged engineered products (“FEP”). Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, and Slovenia, and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.
The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including original equipment manufacturers and commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment utilizes an independent group of sales offices located throughout the United States and Canada.
Exit Charges
In February 2025, UES-UK entered into a formal consultation process with its unions and staff to evaluate various options to improve its profitability, which it completed during the second quarter of 2025. The U.K. operations have been impacted by unpredictable and high energy costs compared to its foreign competitors, lower demand for its products manufactured in the U.K., and increased imports of rolls and flat rolled steel into Europe from low-cost countries. In light of UES-UK's historical performance and management's outlook for the remainder of 2025 and subsequent years, UES-UK has decided to exit its operations. As of the September 30, 2025 balance sheet date, no decision had been made by the Directors of UES-UK as to the method to liquidate and dissolve its operations.
For the three and nine months ended September 30, 2025, the Corporation recognized charges approximating $3,069 and $9,819, respectively, primarily for employee-related costs payable to the employees of UES-UK under existing benefit plans; accelerated depreciation from reducing the estimated remaining useful lives and revising the estimated residual values of the property, plant and equipment of UES-UK; and similar closure costs approximating $800 for the non-core steel distribution facility located in Ohio held by Alloys Unlimited and Processing, LLC (“AUP”), an indirect wholly owned subsidiary of the Corporation (collectively, the “Exit Charges”).
The Exit Charges included the following components:
Type of Cost |
Location of Cost |
|
Three Months Ended September 30, 2025 |
|
|
Nine Months Ended September 30, 2025 |
|
||
Employee-related costs |
Severance charge |
|
$ |
165 |
|
|
$ |
6,019 |
|
Accelerated depreciation |
Depreciation and amortization |
|
|
2,407 |
|
|
|
3,061 |
|
Loss on sale of assets |
Loss (income) on disposal of assets |
|
|
210 |
|
|
|
210 |
|
Professional fees |
Selling and administrative |
|
|
53 |
|
|
|
185 |
|
Other |
Costs of products sold (excluding depreciation and amortization) |
|
|
234 |
|
|
|
344 |
|
Total Exit Charges |
|
|
$ |
3,069 |
|
|
$ |
9,819 |
|
27
The charge for employee-related costs primarily represents statutory severance and other benefits payable to the approximately 168 employees of UES-UK and the 15 employees of AUP under existing benefit plans. Accelerated depreciation is a non-cash charge and represents primarily higher depreciation expense resulting from reducing the estimated remaining useful lives and revising the estimated residual values of the property, plant and equipment of UES-UK and AUP. Loss on sale of assets is a non-cash charge and represents the loss on the sale of the equipment of AUP during the third quarter of 2025.
On October 13, 2025, subsequent to the September 30, 2025 balance sheet date, the Directors of UES-UK voluntarily filed a Notice of Intention to appoint the Administrators pursuant to the requirements of the Insolvency Act 1986 of England and Wales in the Insolvency Court. On October 14, 2025, (the “Filing Date”), the Directors of UES-UK filed a Notice of Appointment with the Insolvency Court formally appointing the Administrators as administrators of UES-UK. This action was confined to UES-UK exclusively and does not affect the Corporation or any of its other subsidiaries.
As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators (the “Structured Insolvency”). The Administrators will set out their proposals to UES-UK’s creditors which will likely include an orderly wind-down of UES-UK’s financial affairs and sale of its assets. Any funds remaining after the costs and expenses associated with the Structured Insolvency will be distributed in the order of priority set forth in the Insolvency Act 1986.
Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK were included in the consolidated operating results of the Corporation. Effective as of the Filing Date, the Corporation will no longer consolidate the operating results of UES-UK, as the Corporation no longer has decision-making control over UES-UK. In addition, as of the Filing Date, the Corporation (i) wrote down its investment in UES-UK to its estimated fair value; (ii) recognized the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss; and (iii) established a receivable for the estimated amount of funds expected to be returned to the lenders under the Corporation's Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”), if any, after the costs and expenses of the Structured Insolvency.
As of September 30, 2025, (i) the Corporation's carrying value of its investment in UES-UK approximated $23,000 and, since the fair value of UES-UK’s liabilities exceeded the fair value of its assets, the estimated fair value of UES-UK approximated $0; (ii) the amount of other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss approximated $29,000; and (iii) the amount of funds expected to be returned to the lenders under the Credit Agreement approximated $7,000 to $9,000. Accordingly, the Corporation would expect to recognize a non-cash impairment charge in the fourth quarter of 2025 ranging between $43,000 and $45,000, based on estimates as of September 30, 2025. As of the Filing Date, the Corporation expects its future cash expenditures associated with the Structured Insolvency to be insignificant.
Executive Overview
For the FCEP segment, global steel manufacturing capacity continues to exceed global consumption of steel products. Demand for steel is soft but stable. Increased entry of low-priced products from other countries has negatively impacted local demand in the U.S. and Europe; however, recently, several of the segment’s largest customers have successfully engaged in trade cases to reduce the number of imports into the U.S. In addition, in the third quarter of 2025, the U.S. government announced new tariffs on coated steel into the U.S. Earlier in 2025, the U.S. government announced new tariffs on steel and aluminum imports to the U.S. and the removal of exceptions allowing certain countries to send un-tariffed products to the U.S. As a result, tariffs are now incurred on forged and cast rolls shipped from the segment's European facilities into the U.S. and on U.S. forged and cast rolls shipped into China. Since the cast roll market is currently underserved in the U.S., the Corporation believes the segment's remaining European cast operations are approximately on equal footing with its competition with respect to tariffs. Tariffs on steel product also have been a tailwind for the segment's FEP products resulting in increased order volumes.
Negotiations with customers have been successful, resulting in tariffs being passed on to the vast majority of them. In addition, with recently announced trade deals, tariff rates with many of the segment's largest trading partners have been finalized and orders previously deferred by customers have started to be released. Outcomes, however, are fluid and subject to change.
The primary focus for the FCEP segment is to improve its profitability by maintaining a strong position in the roll market and continuing to improve operational efficiency and equipment reliability following the completion of a significant capital equipment program during the second quarter of the prior year.
For the ALP segment, businesses are benefiting from increased demand in power generation and U.S. military markets and have successfully increased market share but continue to face increasing production costs due to inflation. The segment has been implementing price increases for its products to help mitigate these inflationary effects. The focus for this segment is to grow revenues, strengthen engineering and manufacturing capabilities to keep pace with growth opportunities, and continue to improve its sales distribution network. Following previous U.S. government actions, tariffs are now incurred on certain of the segment's raw materials, primarily those that contain copper or copper alloys. Costs associated with these tariffs have been, and are expected to continue to be, passed on to customers. Tariff outcomes are fluid and subject to change; however, the U.S.'s onshoring of additional manufacturing capabilities would potentially increase demand for the segment's products.
28
The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.
Selected Financial Information
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FCEP |
|
$ |
71,467 |
|
|
$ |
67,203 |
|
|
$ |
4,264 |
|
|
$ |
221,663 |
|
|
$ |
220,105 |
|
|
$ |
1,558 |
|
ALP |
|
|
36,542 |
|
|
|
28,963 |
|
|
|
7,579 |
|
|
|
103,715 |
|
|
|
97,264 |
|
|
|
6,451 |
|
Consolidated |
|
$ |
108,009 |
|
|
$ |
96,166 |
|
|
$ |
11,843 |
|
|
$ |
325,378 |
|
|
$ |
317,369 |
|
|
$ |
8,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (Loss) from Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FCEP |
|
$ |
(401 |
) |
|
$ |
2,456 |
|
|
$ |
(2,857 |
) |
|
$ |
(459 |
) |
|
$ |
9,393 |
|
|
$ |
(9,852 |
) |
ALP |
|
|
4,160 |
|
|
|
3,134 |
|
|
|
1,026 |
|
|
|
11,576 |
|
|
|
8,290 |
|
|
|
3,286 |
|
Corporate costs |
|
|
(2,636 |
) |
|
|
(3,720 |
) |
|
|
1,084 |
|
|
|
(9,222 |
) |
|
|
(10,688 |
) |
|
|
1,466 |
|
Consolidated |
|
$ |
1,123 |
|
|
$ |
1,870 |
|
|
$ |
(747 |
) |
|
$ |
1,895 |
|
|
$ |
6,995 |
|
|
$ |
(5,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
Change |
|
||||||
Backlog: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FCEP |
|
|
|
|
|
|
|
|
|
|
$ |
205,845 |
|
|
$ |
250,530 |
|
|
$ |
(44,685 |
) |
|||
ALP |
|
|
|
|
|
|
|
|
|
|
|
138,795 |
|
|
|
128,354 |
|
|
|
10,441 |
|
|||
Consolidated |
|
|
|
|
|
|
|
|
|
|
$ |
344,640 |
|
|
$ |
378,884 |
|
|
$ |
(34,244 |
) |
|||
Net sales approximated $108,009 and $96,166 for the three months ended September 30, 2025 and 2024, respectively, an improvement of $11,843, and $325,378 and $317,369 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $8,009. A discussion of net sales for the Corporation’s two segments is included below.
Income (loss) from operations approximated $1,123 and $1,870 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $747, and $1,895 and $6,995 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $5,100. Income (loss) from operations for three and nine months ended September 30, 2025 includes the Exit Charges. In addition, income (loss) from operations for the nine months ended September 30, 2025 includes employee-retention credits, which were refundable employer payroll taxes for certain eligible businesses affected by the COVID-19 pandemic, of $735 received from the Internal Revenue Service during the second quarter of 2025 (the “Employee-Retention Credits”) for the FCEP ($456) and ALP ($279) segments. A discussion of income (loss) from operations for the Corporation’s two segments is included below.
Backlog equaled $344,640 as of September 30, 2025 versus $378,884 as of December 31, 2024. Backlog represents the accumulation of firm orders on hand which: (i) are supported by evidence of a contractual arrangement, (ii) include a fixed and determinable sales price, (iii) have reasonably assured collectability, and (iv) generally are expected to ship within two years from the backlog reporting date. Backlog at a certain date may not be a direct measure of future revenue for a particular order because price increases, negotiated subsequently to the original order, are not included in backlog until the updated contract is received from the customer and certain surcharges are not determinable until the order is complete and ready for shipment to the customer. Approximately 67% of the backlog is expected to be released after 2025. A discussion of backlog by segment is included below.
Costs of products sold, excluding depreciation and amortization, as a percentage of net sales, for the three months ended September 30, 2025 and 2024 approximated 80.2% and 79.4%, respectively, with the increase primarily being driven by the FCEP segment. Included in costs of products sold, excluding depreciation and amortization, for the three months ended September 30, 2025 is a portion of the Exit Charges. Costs of products sold, excluding depreciation and amortization, as a percentage of net sales, for the nine months ended September 30, 2025 and 2024 approximated 80.1% and 80.8%, respectively, with both segments contributing to the decrease. Included in costs of products sold, excluding depreciation and amortization, for the nine months ended September 30, 2025 is a portion of the Exit Charges and the benefit from the Employee-Retention Credits. See further discussion in the below commentary for the Corporation’s two segments.
29
Selling and administrative expenses approximated $12,738 and $13,332 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $594 primarily due to lower employee-related costs offset by professional fees associated with efforts to exit the U.K. operations and higher commission costs for both the FCEP and ALP segments. Selling and administrative expenses approximated $39,365 and $39,855 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $490 primarily due to lower employee-related costs offset by higher professional fees associated with the efforts to exit the U.K. operations. Commission costs for the nine months ended September 30, 2025 and 2024 were relatively comparable with higher commission costs for the FCEP segment being offset by lower commissions for the ALP segment.
Depreciation and amortization approximated $7,091 and $4,586 for the three months ended September 30, 2025 and 2024, respectively, an increase of $2,505 principally attributable to $2,407 of accelerated depreciation recognized as part of the Exit Charges. Depreciation and amortization approximated $17,095 and $13,954 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $3,141 principally attributable to $3,061 of accelerated depreciation recognized as part of the Exit Charges. The accelerated depreciation results from depreciating the net book value of the assets of UES-UK and AUP over their shorter lives to their estimated residual values.
Severance charge for the three months ended September 30, 2025 represents primarily statutory severance and other benefits payable to the 15 employees of AUP under existing benefit plans. Severance charge for the nine months ended September 30, 2025 represents primarily statutory severance and other benefits payable to the approximately 168 employees of UES-UK and the 15 employees of AUP under existing benefit plans. Additional benefits may be earned by the employees as additional services are rendered which will be accrued as earned and could range between $200 - $300.
Loss (income) on disposal of assets for the three and nine months ended September 30, 2025 includes a portion of the Exit Charges and represents the loss sustained on the sale of the equipment of AUP.
Interest expense increased approximately $25 and decreased approximately $198 for the three and nine months ended September 30, 2025, respectively, when compared to the same periods of the prior year, primarily due to:
|
|
Three Months Ended September 30, 2025 |
|
Nine Months Ended September 30, 2025 |
|
||
Effect of changes in average interest rates - primarily revolving credit facility |
|
$ |
43 |
|
$ |
(479 |
) |
Effect of changes in average borrowings outstanding |
|
|
(258 |
) |
|
(240 |
) |
Interest on Equipment Term Notes |
|
|
270 |
|
|
289 |
|
Effect from capitalizing interest in the prior year |
|
|
— |
|
|
251 |
|
Other |
|
|
(30 |
) |
|
(19 |
) |
|
|
$ |
25 |
|
$ |
(198 |
) |
Other income – net is comprised of the following:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||
|
|
2025 |
|
2024 |
|
Change |
|
|
2025 |
|
2024 |
|
Change |
|
||||||
Loss on foreign exchange transactions, net |
|
$ |
(57 |
) |
$ |
(1,130 |
) |
$ |
1,073 |
|
|
$ |
(1,188 |
) |
$ |
(1,320 |
) |
$ |
132 |
|
Net pension and other postretirement income |
|
|
722 |
|
|
1,222 |
|
|
(500 |
) |
|
|
2,177 |
|
|
3,588 |
|
|
(1,411 |
) |
Unrealized gains on Rabbi trust investments |
|
|
73 |
|
|
85 |
|
|
(12 |
) |
|
|
117 |
|
|
191 |
|
|
(74 |
) |
Investment income |
|
|
12 |
|
|
77 |
|
|
(65 |
) |
|
|
243 |
|
|
104 |
|
|
139 |
|
Other |
|
|
(2 |
) |
|
34 |
|
|
(36 |
) |
|
|
— |
|
|
37 |
|
|
(37 |
) |
|
|
$ |
748 |
|
$ |
288 |
|
$ |
460 |
|
|
$ |
1,349 |
|
$ |
2,600 |
|
$ |
(1,251 |
) |
Other income – net fluctuated primarily due to:
30
Income tax provision for each of the periods includes income taxes associated with the Corporation’s profitable operations. An income tax benefit is not able to be recognized on losses of certain of the Corporation’s entities since it is “more likely than not” the asset will not be realized. Accordingly, changes in the income tax provision for each of the periods include the effects of changes in the pre-tax income of the Corporation’s profitable operations in each jurisdiction and changes in expectations as to whether an income tax benefit will be able to be realized for the deferred income tax assets recognized.
The income tax provisions for 2025 benefited from a lower statutory income tax rate on the earnings of the Corporation's majority-owned Chinese joint venture as a result of the joint venture qualifying as a high-tech enterprise (“HTE”). As a HTE, the earnings of the Chinese joint venture through 2026 will be taxed at a rate of 15% (versus 25%). The effect on the income tax provisions was a benefit of $100 and $900 for the three and nine months ended September 30, 2025, respectively, when compared to the income tax provisions for the three and nine months ended September 30, 2024.
Valuation allowances are recorded against the majority of the Corporation’s deferred income tax assets. The Corporation will maintain the valuation allowances until there is sufficient evidence to support the reversal of all or some portion of the allowances. Given the Corporation’s current earnings and anticipated future earnings in Sweden, the Corporation believes there is a reasonable possibility within the next 12 months, sufficient positive evidence may become available to allow the Corporation to conclude some portion of the valuation allowance will no longer be needed. Release of any portion of the valuation allowance would result in the recognition of deferred income tax assets on the Corporation’s condensed consolidated balance sheet and a decrease to the Corporation’s income tax expense in the period the release is recorded. The exact timing and the amount of the valuation allowance released are subject to, among many items, the level of profitability achieved. Once the valuation allowance is completely reversed, a tax provision would be recognized on future earnings.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. OBBBA includes a number of tax provisions and multiple effective dates, with certain provisions effective in 2025 and others through 2027. The Corporation is currently evaluating the impact of OBBBA on its condensed consolidated financial statements.
Net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh equaled $(2,211), or $(0.11) per common share, and $(8,404), or $(0.42) per common share, for the three and nine months ended September 30, 2025, respectively, including the Exit Charges and Employee-Retention Credits. No income tax benefit was able to be recognized for the Exit Charges since the underlying operations remained in a three-year cumulative loss position as of September 30, 2025.
The Exit Charges increased net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by $3,069, or $0.15 per common share, for the three months ended September 30, 2025. The Exit Charges and Employee-Retention Credits impacted net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by $9,077, or $0.45 per common share, for the nine months ended September 30, 2025.
The income tax benefit resulting from the Corporation's majority-owned Chinese joint venture qualifying as an HTE of approximately $100 for the three months ended September 30, 2025 did not have a significant impact on the net loss attributable to Ampco-Pittsburgh or the net loss per common share attributable to Ampco-Pittsburgh for the three months ended September 30, 2025. The income tax benefit resulting from the Corporation's majority-owned Chinese joint venture qualifying as an HTE of approximately $900 for the nine months ended September 30, 2025 reduced the net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by approximately $539, or $0.03 per common share, for the nine months ended September 30, 2025.
Net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh equaled $(1,959), or $(0.10) per common share, and $(2,664), or $(0.13) per common share, for the three and nine months ended September 30, 2024, respectively.
31
Net Sales and Operating Results by Segment
Forged and Cast Engineered Products
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forged and cast mill rolls |
|
$ |
66,455 |
|
|
$ |
63,833 |
|
|
$ |
2,622 |
|
|
$ |
207,304 |
|
|
$ |
209,876 |
|
|
$ |
(2,572 |
) |
FEP |
|
|
5,012 |
|
|
|
3,370 |
|
|
|
1,642 |
|
|
|
14,359 |
|
|
|
10,229 |
|
|
|
4,130 |
|
|
|
$ |
71,467 |
|
|
$ |
67,203 |
|
|
$ |
4,264 |
|
|
$ |
221,663 |
|
|
$ |
220,105 |
|
|
$ |
1,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) Income from Operations |
|
$ |
(401 |
) |
|
$ |
2,456 |
|
|
$ |
(2,857 |
) |
|
$ |
(459 |
) |
|
$ |
9,393 |
|
|
$ |
(9,852 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
Change |
|
||||||
Backlog |
|
|
|
|
|
|
|
|
|
|
$ |
205,845 |
|
|
$ |
250,530 |
|
|
$ |
(44,685 |
) |
|||
32
The change in net sales for the three and nine months ended September 30, 2025, when compared to the same periods of the prior year, is primarily due to the following:
The change in (loss) income from operations for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, is primarily due to:
Backlog decreased at September 30, 2025 from December 31, 2024 by $44,685 primarily due to:
33
At September 30, 2025, approximately 60% of backlog is expected to ship after 2025. At September 30, 2025, UES-UK backlog approximated $8,700. The Corporation has been working closely with its customers to help manage their cast roll supply needs. Accordingly, a portion of these orders will be transferred to other facilities within the segment for completion or will be completed by UES-UK post-administration.
Air and Liquid Processing
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Air handling systems |
|
$ |
11,169 |
|
|
$ |
8,853 |
|
|
$ |
2,316 |
|
|
$ |
35,679 |
|
|
$ |
35,406 |
|
|
$ |
273 |
|
Heat exchange coils |
|
|
12,483 |
|
|
|
10,824 |
|
|
|
1,659 |
|
|
|
35,307 |
|
|
|
33,626 |
|
|
|
1,681 |
|
Centrifugal pumps |
|
|
12,890 |
|
|
|
9,286 |
|
|
|
3,604 |
|
|
|
32,729 |
|
|
|
28,232 |
|
|
|
4,497 |
|
|
|
$ |
36,542 |
|
|
$ |
28,963 |
|
|
$ |
7,579 |
|
|
$ |
103,715 |
|
|
$ |
97,264 |
|
|
$ |
6,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from Operations |
|
$ |
4,160 |
|
|
$ |
3,134 |
|
|
$ |
1,026 |
|
|
$ |
11,576 |
|
|
$ |
8,290 |
|
|
$ |
3,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
Change |
|
||||||
Backlog |
|
|
|
|
|
|
|
|
|
|
$ |
138,795 |
|
|
$ |
128,354 |
|
|
$ |
10,441 |
|
|||
The increase in net sales for the three and nine months ended September 30, 2025, when compared to the same periods of the prior year, is primarily due to:
The improvement in operating income for the three and nine months ended September 30, 2025, when compared to the same periods of the prior year, is principally due to:
34
Backlog at September 30, 2025 improved when compared to backlog December 31, 2024 by approximately $10,441 with each of the product lines improving. In particular, backlog for:
At September 30, 2025, approximately 76% of backlog is expected to ship after 2025.
Non-GAAP Financial Measures
The Corporation presents non-GAAP adjusted EBITDA and non-GAAP adjusted income (loss) from operations. Non-GAAP adjusted EBITDA is calculated as net loss excluding interest expense, other expense (income) - net, income tax provision, depreciation and amortization, and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to the Corporation’s ongoing results of operations, or beyond its control. Non-GAAP adjusted income (loss) from operations is calculated as (loss) income from operations excluding depreciation and amortization and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to the segment’s ongoing results of operations, or beyond its control. For the three and nine months ended September 30, 2025, the non-GAAP financial measures were adjusted to exclude the Exit Charges, with the accelerated depreciation component of the Exit Charges being included in depreciation and amortization. In addition, for the nine months ended September 30, 2025, the non-GAAP financial measures were adjusted to exclude the benefit resulting from the Employee-Retention Credits. These non-GAAP financial measures are not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America (“GAAP”).
Beginning in 2025, the Corporation began presenting non-GAAP adjusted EBITDA along with non-GAAP adjusted income (loss) from operations. These measures are key measures used by the Corporation's management and Board of Directors to understand and evaluate the operating performance of the Corporation and its segments. While these non-GAAP measures may not be directly comparable to similarly titled measures presented by other companies, the Corporation's management and Board of Directors believe these non-GAAP measures enhance comparability to companies in its stated industry peer group.
The Corporation believes these non-GAAP financial measures help identify underlying trends in its business that otherwise could be masked by the effect of the items it excludes from adjusted EBITDA and adjusted income (loss) from operations. The Corporation also believes these non-GAAP financial measures provide useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation’s management in its financial and operational decision-making. In particular, the Corporation believes the exclusion of the Exit Charges and the Employee-Retention Credits can provide a useful measure for period-to-period comparisons of the Corporation’s core business performance.
Non-GAAP adjusted EBITDA and non-GAAP adjusted income (loss) from operations are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are limitations related to the use of non-GAAP adjusted EBITDA, rather than net loss, or non-GAAP adjusted income (loss) from operations, rather than (loss) income from operations, which are the nearest GAAP equivalents. Among other things, there can be no assurance that additional expenses similar to the Exit Charges or additional benefits similar to the Employee-Retention Credits will not occur in future periods.
No income tax benefit was able to be recognized for the Exit Charges since the underlying operations remained in a three-year cumulative loss position as of September 30, 2025. The tax expense associated with the Employee-Retention Credits was not significant.
The following is a reconciliation of net loss to non-GAAP adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024, respectively:
35
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss (GAAP) |
|
$ |
(1,655 |
) |
|
$ |
(1,454 |
) |
|
$ |
(6,484 |
) |
|
$ |
(1,108 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
3,001 |
|
|
|
2,976 |
|
|
|
8,552 |
|
|
|
8,750 |
|
Other expense (income) – net |
|
|
(748 |
) |
|
|
(288 |
) |
|
|
(1,349 |
) |
|
|
(2,600 |
) |
Income tax provision |
|
|
525 |
|
|
|
636 |
|
|
|
1,176 |
|
|
|
1,953 |
|
Income from operations (GAAP) |
|
|
1,123 |
|
|
|
1,870 |
|
|
|
1,895 |
|
|
|
6,995 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization(1) |
|
|
7,091 |
|
|
|
4,586 |
|
|
|
17,095 |
|
|
|
13,954 |
|
Severance and other exit costs |
|
|
662 |
|
|
|
- |
|
|
|
6,758 |
|
|
|
- |
|
Employee-Retention Credits |
|
|
- |
|
|
|
- |
|
|
|
(735 |
) |
|
|
- |
|
Stock-based compensation |
|
|
334 |
|
|
|
372 |
|
|
|
972 |
|
|
|
1,106 |
|
Adjusted EBITDA (Non-GAAP) |
|
$ |
9,210 |
|
|
$ |
6,828 |
|
|
$ |
25,985 |
|
|
$ |
22,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following is a reconciliation of (loss) income from operations to non-GAAP adjusted income (loss) from operations for the three and nine months ended September 30, 2025 and 2024, respectively:
|
Three Months Ended September 30, |
|
|||||||||||||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
|
FCEP |
|
ALP |
|
Corporate (1) |
|
Consolidated |
|
|
FCEP |
|
ALP |
|
Corporate (1) |
|
Consolidated |
|
||||||||
(Loss) income from operations (GAAP) |
$ |
(401 |
) |
$ |
4,160 |
|
$ |
(2,636 |
) |
$ |
1,123 |
|
|
$ |
2,456 |
|
$ |
3,134 |
|
$ |
(3,720 |
) |
$ |
1,870 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(2) |
|
6,807 |
|
|
284 |
|
|
- |
|
|
7,091 |
|
|
|
4,340 |
|
|
246 |
|
|
- |
|
|
4,586 |
|
Severance and other exit costs |
|
662 |
|
|
- |
|
|
- |
|
|
662 |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Employee-Retention Credits |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Stock-based compensation |
|
- |
|
|
- |
|
|
334 |
|
|
334 |
|
|
|
- |
|
|
- |
|
|
372 |
|
|
372 |
|
Income (loss) from operations, as adjusted (Non-GAAP) |
$ |
7,068 |
|
$ |
4,444 |
|
$ |
(2,302 |
) |
$ |
9,210 |
|
|
$ |
6,796 |
|
$ |
3,380 |
|
$ |
(3,348 |
) |
$ |
6,828 |
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||||||
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
|
FCEP |
|
ALP |
|
Corporate (1) |
|
Consolidated |
|
|
FCEP |
|
ALP |
|
Corporate (1) |
|
Consolidated |
|
||||||||
(Loss) income from operations (GAAP) |
$ |
(459 |
) |
$ |
11,576 |
|
$ |
(9,222 |
) |
$ |
1,895 |
|
|
$ |
9,393 |
|
$ |
8,290 |
|
$ |
(10,688 |
) |
$ |
6,995 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(2) |
|
16,259 |
|
|
836 |
|
|
- |
|
|
17,095 |
|
|
|
13,224 |
|
|
730 |
|
|
- |
|
|
13,954 |
|
Severance and other exit costs |
|
6,758 |
|
|
- |
|
|
- |
|
|
6,758 |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Employee-Retention Credits |
|
(456 |
) |
|
(279 |
) |
|
- |
|
|
(735 |
) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Stock-based compensation |
|
- |
|
|
- |
|
|
972 |
|
|
972 |
|
|
|
- |
|
|
- |
|
|
1,106 |
|
|
1,106 |
|
Income (loss) from operations, as adjusted (Non-GAAP) |
$ |
22,102 |
|
$ |
12,133 |
|
$ |
(8,250 |
) |
$ |
25,985 |
|
|
$ |
22,617 |
|
$ |
9,020 |
|
$ |
(9,582 |
) |
$ |
22,055 |
|
Liquidity and Capital Resources
|
|
Nine Months Ended September 30, |
|
|||||||
|
|
2025 |
|
2024 |
|
Change |
|
|||
Net cash flows (used in) provided by operating activities |
|
$ |
(1,363 |
) |
$ |
10,576 |
|
$ |
(11,939 |
) |
Net cash flows used in investing activities |
|
|
(4,507 |
) |
|
(6,657 |
) |
|
2,150 |
|
Net cash flows provided by financing activities |
|
|
4,600 |
|
|
557 |
|
|
4,043 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
801 |
|
|
82 |
|
|
719 |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(469 |
) |
|
4,558 |
|
|
(5,027 |
) |
Cash and cash equivalents at beginning of period |
|
|
15,427 |
|
|
7,286 |
|
|
8,141 |
|
Cash and cash equivalents at end of period |
|
$ |
14,958 |
|
$ |
11,844 |
|
$ |
3,114 |
|
36
Net cash flows (used in) provided by operating activities equaled $(1,363) and $10,576 for the nine months ended September 30, 2025 and 2024, respectively, a change of $(11,939) primarily due to:
Trade receivables at September 30, 2025 increased by approximately $10,400 when compared to trade receivables at December 31, 2024 primarily due to:
Inventories at September 30, 2025 increased by approximately $2,400 when compared to inventories at December 31, 2024 primarily due to:
Accounts payable at September 30, 2025 increased by approximately $10,100 when compared to accounts payable at December 31, 2024 primarily due to:
At September 30, 2025, accrued severance associated with the Exit Charges totaled $5,969. As of the Filing Date, UES-UK is in administration and its affairs are being managed by the Administrators; accordingly, a significant portion of severance costs associated with UES-UK will not be paid by the Corporation.
Asbestos-related payments are expected to continue in the foreseeable future. The amount of asbestos-related payments and corresponding insurance recoveries are difficult to predict and can vary based on a number of factors, including changes in assumptions, as outlined in Note 16 to the condensed consolidated financial statements.
Net cash flows used in investing activities equaled $(4,507) and $(6,657) for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $2,150 which is primarily due to:
37
For the nine months ended September 30, 2025 and 2024, a division of the ALP segment has received approximately $1,343 and $1,293 in government incentives. To date, no repayment obligations exist for any government incentive received.
At September 30, 2025, commitments for future capital expenditures approximated $8,600 which are expected to be spent over the next 12-18 months.
38
Net cash flows provided by financing activities equaled $4,600 and $557 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $4,043 which is primarily due to:
In addition, Åkers TISCO Roll Co., Ltd. (“ATR”), a 59.88% indirectly owned joint venture of Union Electric Steel Corporation, repaid $664 due to its minority shareholder during the nine months ended September 30, 2024.
The current portion of debt increased approximately $4,100 as of September 30, 2025 from December 31, 2024 due to:
The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the fluctuation of the British pound and Swedish krona against the U.S. dollar.
As a result of the above, cash and cash equivalents decreased by $469 during 2025 and ended the period at $14,958 in comparison to $15,427 at December 31, 2024. The majority of the Corporation’s cash and cash equivalents is held by its foreign operations, including $1,786 held by UES-UK. Domestic customer remittances are used to repay borrowings under the Corporation’s revolving credit facility daily, resulting in minimal cash maintained by the Corporation’s domestic operations. Cash held by the Corporation’s foreign operations is considered to be permanently re-invested; accordingly, a provision for estimated local and withholding tax has not been made. If the Corporation were to remit any foreign earnings to it or any of its U.S. entities, the estimated tax impact would be insignificant.
Funds on hand, funds generated from future operations and availability under the Corporation’s revolving credit facility are expected to be sufficient to finance the Corporation’s operational requirements, debt service costs and capital expenditures. As of the Filing Date, UES-UK is in administration and its affairs are being managed by the Administrators. Accordingly, a significant portion of the severance associated with the anticipated wind-down of UES-UK's financial affairs will not be paid by the Corporation. As of September 30, 2025, remaining availability under the revolving credit facility approximated $28,189, net of standard availability reserves. Since a significant portion of the Corporation’s debt includes variable rate interest, increases in the underlying benchmark rates will increase the Corporation’s debt service costs. Similarly, decreases in the underlying benchmark rates will decrease the Corporation’s debt service costs.
The maturity date for the revolving credit facility is June 25, 2030 and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. Additionally, while the Corporation anticipates it has sufficient liquidity to finance the Corporation’s operational requirements, debt service costs and capital expenditures, it may from time to time consider alternatives, potential transactions and other strategies in an attempt to enhance its liquidity. Given such measures are forward-looking, the Corporation cannot ensure it will be successful in achieving such enhancements to improve its liquidity.
Litigation and Environmental Matters
See Note 16 and Note 17 to the condensed consolidated financial statements.
Critical Accounting Policies
The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2024, remain unchanged.
Recently Issued Accounting Pronouncements
See Note 1 to the condensed consolidated financial statements.
39
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4 – CONTROLS AND PROCEDURES
Disclosure controls and procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures designed to ensure information required to be disclosed by a company in the reports it files under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by an issuer in the reports it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded the Corporation’s disclosure controls and procedures were effective as of September 30, 2025.
Changes in internal control. There has been no change in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
40
PART II – OTHER INFORMATION
AMPCO-PITTSBURGH CORPORATION
Item 1 Legal Proceedings
The information contained in Note 2 (Exit Charges) and Note 16 (Litigation) to the condensed consolidated financial statements is incorporated herein by reference.
Item 1A Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the year ended December 31, 2024, except for the updated risk factors provided below. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the year ended December 31, 2024, in addition to the other information set forth in this report, including the updated risk factors below, could adversely affect the Corporation’s operating performance and financial condition. Additional risks not currently known or deemed immaterial may also result in adverse effects on the Corporation.
The imposition of tariffs by the United States and other governments has negatively affected, and could continue to negatively affect, our operations, financial performance and liquidity.
The United States currently imposes tariffs on primary steel imports and aluminum imports into the United States and has expanded tariffs to other imported products. In addition, other governments, including the European Union, have announced tariffs on steel imports or may do so in the future. Our geographic production footprint and our cost base is exposed to these tariffs and could be exposed to additional tariffs, higher tariffs or similar actions in the future, which has exposed us, and may continue to expose us, to deferral of customer orders and pass-through risk to our customers. The tariffs have depressed, and could continue to depress, overall market conditions as end-market demand in the United States and elsewhere may falter. Volatility in tariff actions has caused deferred demand as markets await more certainty in trade policy. This volatility has impacted, and may continue to negatively impact, our order backlog. Depending on market demand and capacity utilization of competitors, our products could become less cost competitive over time, exposing us to potential loss of market share. Our financial condition, results of operations and liquidity may be affected by these tariffs, or similar actions. Moreover, these tariffs, or other changes in U.S. and foreign government trade policy, have resulted in, and may continue to trigger, retaliatory actions by affected countries, which could adversely impact demand for our products, as well as impact our costs, customers, suppliers, and/or the U.S. and global economy or certain sectors thereof and, thus, may adversely impact our business, operations and financial performance.
We may from time to time undertake internal corporate reorganizations that may adversely impact our business and results of operations.
From time to time, we have undertaken, and may undertake again, internal corporate reorganizations in an effort to simplify our organizational structure, streamline our operations or to address other operational factors. Such internal reorganization involves and may involve, among other things, the combination or dissolution of certain of our existing subsidiaries, including legal insolvency proceedings, and the creation of new subsidiaries. These transactions could be disruptive to our business, result in significant expense, require regulatory approvals, and fail to result in the intended or expected benefits, any of which could adversely impact our business and results of operations.
Items 2-4 None.
Item 5 Other Information
(a) None.
(b) None.
(c) During the three months ended September 30, 2025, no director or officer of the Corporation
41
Item 6 Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Form 10-Q.
|
|
|
|
|
(3.1) |
|
|
|
Restated Articles of Incorporation, effective as of August 11, 2017, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2017. |
|
|
|
|
|
(3.2) |
|
|
|
Amendment of Amended and Restated Articles of Incorporation, effective as of May 9, 2019, incorporated by reference to Quarterly Report on Form 10-Q filed on May 10, 2019.
|
|
|
|
|
|
(3.3) |
|
|
|
Amended and Restated By-Laws, effective June 4, 2024, incorporated by reference to Quarterly Report on Form 10-Q filed on August 12, 2024. |
|
|
|
|
|
(10.1) |
|
|
|
Trigger period modification consent to the Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated October 10, 2025, by and among Air & Liquid Systems Corporation, Union Electric Steel Corporation, Alloys Unlimited and Processing, LLC, Akers National Roll Company, Åkers Sweden AB, Åkers AB, Union Electric Steel UK Limited, the financial institutions which are or which become a party thereto, and PNC Bank, National Association, as agent for lenders, incorporated by reference to Current Report on Form 8-K filed on October 15, 2025. |
|
|
|
|
|
(10.2) |
|
+ |
|
Form of indemnification agreement entered into with certain officers of Ampco-Pittsburgh, UES and ALS on October 13, 2025, incorporated by reference to Current Report on Form 8-K filed on October 15, 2025. |
|
|
|
|
|
(31.1) |
|
† |
|
Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
(31.2) |
|
† |
|
Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
(32.1) |
|
†† |
|
Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
(32.2) |
|
†† |
|
Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
(101.INS) |
|
* |
|
Inline XBRL Instance Document |
|
|
|
|
|
(101.SCH) |
|
** |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document |
|
|
|
|
|
(104) |
|
|
|
The cover page for the Corporation’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101. |
† |
|
|
|
Filed herewith. |
†† |
|
|
|
Furnished herewith. |
+ |
|
|
|
Management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K. |
* |
|
|
|
The instance document does not appear in the Interactive Data File because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document. |
** |
|
|
|
Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024, (iv) the Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements. |
42
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 thereunto duly authorized.
|
|
AMPCO-PITTSBURGH CORPORATION |
||
|
|
|
|
|
DATE: November 12, 2025 |
|
BY: |
|
/s/ J. Brett McBrayer |
|
|
|
|
J. Brett McBrayer |
|
|
|
|
Director and Chief Executive Officer |
|
|
|
|
|
DATE: November 12, 2025 |
|
BY: |
|
/s/ Michael G. McAuley |
|
|
|
|
Michael G. McAuley |
|
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer |
43