AMPCO PITTSBURGH CORP
For the period ended Mar 31, 2026. Filed May 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
AP$5.89-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001193125-25-277803
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001193125-26-218133
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 168 previous paragraphs and 132 current paragraphs.
39 unchanged; 59 reworded; 34 added; 67 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
limitations in availability of capital to fund our strategic plans or at acceptable interest rates;
Current report
inability to maintain compliance with the covenants, representations, or warranties of our various debt agreements;
Current report
UES-UK and AUP
Current report
The Estimated Recovery recorded and outstanding as of December 31, 2025 equaled $7,500, which was based on the Corporation's assessment of the expected recovery from the insolvency proceedings, including consideration of information provided by the Administrators such as the value and the priority of the claims by various creditors. In January 2026, the Administrators distributed $1,255, which was returned to the lenders under the Credit Agreement and reduced the Corporation's balance outstanding under the Credit Agreement. As of March 31, 2026, the Corporation evaluated the collectability of the remaining Estimated Recovery and, based on updated information received from the Administrators including lower funds expected to be available for future distributions, wrote down the Estimated Recovery by $875 which is recognized as a Deconsolidation Charge in the accompanying condensed consolidated statement of operations.
Current report
The Corporation will continue to evaluate the collectability of the Estimated Recovery and will adjust the Estimated Recovery based on facts and circumstances at each reporting date. If it is determined the Estimated Recovery is expected to be lower than currently estimated, then the Estimated Recovery would be reduced and a charge to net (loss) income would be recorded. Similarly, if it is determined the Estimated Recovery is expected to be higher than currently estimated, then the Estimated Recovery would be increased and a credit to net (loss) income would be recorded. Any recovery will be distributed in the order of priority set forth in the Insolvency Act 1986.
Current report
In addition, during 2025, the Corporation closed its non-core steel distribution facility located in Ohio previously held by Alloys Unlimited and Processing, LLC (“AUP”). In December 2025, AUP was merged into Union Electric Steel Corporation, a direct wholly owned subsidiary of the Corporation.
Current report
For the FCEP segment, global steel manufacturing capacity continues to exceed global steel product consumption. Steel demand is soft but, to date, has been improving for the segment's largest markets. In the third quarter of 2025, the U.S. government announced new tariffs on coated steel imports and, effective April 2026, tariffs were increased to 50% on most flat-rolled steel imported into the United States. These additional tariff protections cover more products for our North American customers and have meaningfully reduced imports, thereby supporting pricing, improving U.S. steel mill utilization and, in turn, increasing the number of rolling mill rolls being consumed, a positive for the segment.
Current report
Tariffs are now applied to steel forged and cast rolls shipped from the segment's European facilities to the United States and to U.S. forged and cast rolls shipped to China. Steel is an important distinction as the highest volume of cast rolls imported into the United States is subject only to a country-specific tariff of 10%, which will expire in the third quarter of 2026, instead of the higher rates on steel forged roll imports. As the U.S. market is underserved for cast rolls, these tariffs have had little effect on our business. Tariffs remain in place for products that compete with our FEP products, resulting in increases in orders and higher margins.
Current report
For the ALP segment, businesses are benefiting from increased demand across the power generation and defense sectors. By prioritizing customer relationships and delivering highly engineered solutions, we believe the segment has successfully increased market share and is actively investing in increased capacity to support this growth. Though it continues to face rising production costs due to inflation, the segment has mitigated these effects through strategic price increases. The focus for this segment is to grow revenues, strengthen engineering and manufacturing capabilities and continue to improve its sales distribution network.
Current report
Income from operations approximated $2,562 and $3,850 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $1,288. Income from operations for the three months ended March 31, 2026 includes the Deconsolidation Charge of $875 associated with the write-down of the Estimated Recovery. A discussion of income from operations for the Corporation’s two segments is included below.
Current report
Selling and administrative expenses approximated $13,884 and $13,659 for the three months ended March 31, 2026 and 2025, respectively, an increase of $225. Closure of UES-UK and AUP in the fourth quarter of 2025 eliminated approximately $970 of selling and administrative costs for the three months ended March 31, 2026 when compared to the three months ended March 31, 2025 offset by higher commissions for the ALP segment of approximately $600, higher employee-related costs, and general inflationary increases.
Current report
Depreciation and amortization approximated $4,258 and $4,636 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $378 principally attributable to the absence of depreciation for UES-UK and AUP for the three months ended March 31, 2026 when compared to the three months ended March 31, 2025.
Current report
Interest expense was comparable for the three months ended March 31, 2026 and 2025, primarily due to:
Current report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. OBBBA introduces multiple tax law and legislative changes. The Corporation has recognized the effects of the OBBBA provisions in its condensed consolidated financial statements to the extent they are applicable. Certain provisions of the OBBBA have effective dates after the date of this Quarterly Report on Form 10-Q; accordingly, the Corporation will continue to evaluate the impact of these provisions on its future condensed consolidated financial statements.
Current report
Net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh equaled $(867), or $(0.04) per common share for the three months ended March 31, 2026 and included the Deconsolidation Charge, which increased the net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by $875 and $0.04 per common share for the three months ended March 31, 2026.
Current report
Lower volume of roll shipments primarily due to timing which decreased net sales by approximately $4,600; and
Current report
Income from operations for the three months ended March 31, 2026 decreased by $2,999 when compared to the three months ended March 31, 2025 primarily due to:
Current report
Lower volume of roll and FEP shipments, primarily due to timing, and unfavorable product mix which decreased operating results by approximately $1,500; and
Current report
The Deconsolidation Charge of $875; offset by
Current report
Lower manufacturing costs and higher variable-index surcharges net of slightly lower pricing, which increased operating results by approximately $900;
Current report
Lower selling and administrative costs principally due to the closures of UES-UK and AUP offset by higher employee-related costs and general inflation, which increased operating income by approximately $500; and
Current report
Higher volume of shipments of commercial OEM product, which increased net sales by approximately $2,070; and
Current report
Higher volume of shipments to customers in the power generation market, which increased nets sales by approximately $850; offset by
Current report
Lower volume of shipments to industrial OEMs, which reduced net sales by approximately $1,380.
Current report
Higher volume of shipments of pumps and aftermarket products to customers in the power generation market, which is benefiting from increased demand due to the growth in the data center market, which increased net sales by approximately $2,120; and
Current report
Higher volume of shipments of aftermarket orders to the U.S. Navy market primarily due to increased demand, which increased nets sales by approximately $540; offset by
Current report
o
Current report
Lower volume of shipments of new pump sets to the U.S. Navy market principally due to timing of orders as requested by customers, which decreased net sales by approximately $1,080.
Current report
Higher volume of net sales and changes in product mix, which benefited operating income by approximately $2,500; offset by
Current report
Higher commission costs of approximately $600, due to the increase in commissionable sales of air handling units.
Current report
Collection of a portion of the Estimated Recovery of approximately $1,255.
Current report
Receivable mix with such receivables having longer payment terms at March 31, 2026 when compared to the receivable mix at December 31, 2025.
Current report
The Deconsolidation Charge of $875 recognized during the three months ended March 31, 2026 is a non-cash charge and did not impact net cash flows provided by (used in) operating activities.
Current report
Higher capital expenditures of approximately $1,185, particularly by the ALP segment, and
Removed paragraphs (67)
Previous report
Exit Charges
Previous report
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.
Previous report
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”).
Previous report
The Exit Charges included the following components:
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Changes in foreign exchange gains and losses;
Previous report
Lower net pension and other postretirement income primarily due to a lower expected long-term rate of return on the assets of U.S. defined benefit pension plan in 2025 versus 2024;
Previous report
Changes in unrealized gains in the market value of the Rabbi trust investments corresponding to the volatility in the financial markets; and
Previous report
Timing of the dividend from one of the Corporation's Chinese joint ventures which was received during the second quarter of 2025 versus third quarter of 2024. In addition, investment income for the nine months ended September 30, 2025 includes approximately $102 of interest associated with the Employee-Retention Credits.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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:
Previous report
Higher volumes of FEP and changes in product mix, which increased net sales for the three and nine months ended September 30, 2025, when compared to the same periods of the 2024, by approximately $1,100 and $2,900, respectively; and
Previous report
Lower volumes of rolls (forged and cast), primarily due to comparably softer market conditions in the steel industry, and changes in product mix due, which reduced net sales for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $6,700 and $13,600, respectively.
Previous report
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:
Previous report
Recognition of the Exit Charges, which reduced operating results for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $3,069 and $9,819, respectively;
Previous report
Changes in selling and administrative expenses, principally attributable to lower employee-related costs offset by higher professional fees associated with efforts to exit the U.K. operations and higher commissions, which increased operating results by approximately $300 for the three months ended September 30, 2025, when compared to the same period of 2024, but reduced operating results by approximately $500 for the nine months ended September 30, 2025, when compared to the same period of the prior year; offset by
Previous report
Improved pricing and higher variable-index surcharges net of changes in manufacturing costs, which improved operating results for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $4,100 and $7,900, respectively;
Previous report
Employee-Retention Credits received in the second quarter of 2025 of approximately $456, which improved operating results by the same amount for the nine months ended September 30, 2025, when compared to the same period of 2024; and
Previous report
Lower backlog for mill rolls of approximately $60,200 due to (i) lower orders for UES-UK resulting from the anticipated exit of UES-UK; (ii) lower demand in Europe as a result of mills operating at a reduced rate, and (iii) U.S. customers deferring orders due, in part, to the current geopolitical events with tariffs resulting in uncertainty as to the total cost of a roll order although, in the third quarter of 2025, customers have started to release some of these orders; offset by
Previous report
Improved demand for FEP, which increased backlog at September 30, 2025 when compared to backlog at December 31, 2024 by approximately $1,000.
Previous report
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.
Previous report
Higher volume of shipments to customers in the nuclear industry of approximately $3,100 and $6,100 for the three and nine months ended September 30, 2025, respectively, when compared to the three and nine months ended September 30, 2024; offset by
Previous report
Lower volume of shipments to original equipment manufacturers and fossil-utility customers of approximately $1,400 and $3,800 for the three and nine months ended September 30, 2025, respectively, when compared to the three and nine months ended September 30, 2024; and
Previous report
Lower volume of sales to customers in the commercial industry, primarily due to timing of when orders are needed by the customer, reduced net sales by approximately $600 for the nine months ended September 30, 2025, when compared to the same period of the prior year but did not significantly impact net sales for the three months ended September 30, 2025, when compared to the same period of the prior year.
Previous report
Higher volume of shipments of replacement pumps and parts of approximately $5,800 and $15,200 for the three and nine months ended September 30, 2025, respectively, when compared to the three and nine months ended September 30, 2024; offset by
Previous report
Lower volume of shipments of new pump sets of approximately $2,200 and $10,800 for the three and nine months ended September 30, 2025, respectively, when compared to the three and nine months ended September 30, 2024.
Previous report
Higher volume of net sales and changes in product mix, offset in part by higher manufacturing costs, which had a net benefit to operating income of approximately $1,700 and $3,500 for the three and nine months ended September 30, 2025, respectively, when compared to the three and nine months ended September 30, 2024; and
Showing the first 40 of 67 passages. Open the source sections for the rest.
Reworded paragraphs (59)
Previous wording
inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations as they become due;
Current wording
inability to maintain adequate liquidity to meet our operating cash flow requirements, debt service costs, net asbestos payments, and other financial obligations;
Previous wording
economic downturns, cyclical demand for our products and insufficient demand for our products;
Current wording
cyclical demand for our products, economic downturns and insufficient demand for our products;
Previous wording
inability to successfully restructure our operations, exit our U.K. operations, and/or invest in operations that will yield long-term value to our shareholders;
Current wording
inability to successfully restructure our operations, complete internal reorganizations, scale our operations, and/or invest in operations that will yield optimal long-term value to our shareholders;
Previous wording
fluctuations in the value of the U.S. dollar relative to other currencies;
Current wording
fluctuations in the value of the U.S. dollar and the functional (local) currency of our subsidiaries relative to other currencies;
Previous wording
changes in the global economic environment, inflation, the ongoing impact of tariffs, elevated interest rates, recessions or prolonged periods of slow economic growth, global instability, and actual and threatened geopolitical conflict;
Current wording
changes in the global economic environment, inflation, the ongoing impact of tariffs, elevated interest rates, recessions or prolonged periods of slow economic growth, global instability, consequences of pandemics, and actual and threatened geopolitical conflict;
Previous wording
failure to maintain an effective system of internal control; and
Current wording
failure to maintain an effective system of internal control;
Previous wording
potential attacks on information technology infrastructure and other cyber-based business disruptions;
Current wording
potential attacks on information technology infrastructure and other cyber-based business disruptions; and
Previous wording
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 stakeholders; the ability to recover assets; and the broader impact on the Corporation’s condensed consolidated financial condition, results of operations, and strategic plans.
Current wording
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 stakeholders; the ability to recover assets; the rights of purported secured creditors to satisfy their claims and reduce our obligations to them; and the broader impact on the Corporation’s condensed consolidated financial condition, results of operations, and strategic plans.
Previous wording
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.
Current wording
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, Sweden, Slovenia, and an equity interest in two 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.
Previous wording
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.
Current wording
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 (“OEM”) 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.
Previous wording
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.
Current wording
On October 14, 2025, (the “Filing Date”), the Directors of UES-UK filed a Notice of Appointment with the High Court of Justice, Business and Property Courts at Leeds formally appointing FRP 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”).
Previous wording
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.
Current wording
Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the condensed 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. 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 an estimated recovery for the 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, since the accounts receivables, inventories, and equipment of UES-UK were held as collateral under the Credit Agreement (the “Estimated Recovery”).
Previous wording
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.
Current wording
Following the closure of its U.K. facility, the primary focus for the FCEP segment is to optimize its facility in Sweden, including increasing production levels and improving product mix by eliminating certain lower-margin orders. In addition, the segment aims to improve its profitability by maintaining a strong position in the Western roll market and continuing to improve operational efficiency.
Previous wording
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.
Current wording
The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the ongoing 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.
Previous wording
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.
Current wording
Net sales approximated $108,327 and $104,265 for the three months ended March 31, 2026 and 2025, respectively, an improvement of $4,062. A discussion of net sales for the Corporation’s two segments is included below.
Previous wording
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.
Current wording
Backlog equaled $345,532 as of March 31, 2026 versus $328,937 as of December 31, 2025. 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, certain surcharges are not determinable until the order is complete and ready for shipment to the customer, and certain orders are denominated in currency other than the functional (local) currency of the subsidiary and are not hedged. Approximately 18% of the backlog is expected to be released after 2026. A discussion of backlog by segment is included below.
Previous wording
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.
Current wording
Costs of products sold, excluding depreciation and amortization, as a percentage of net sales, for the three months ended March 31, 2026 and 2025 approximated 80.1% and 78.7% respectively, with the increase primarily being driven by the FCEP segment. See further discussion in the below commentary for the Corporation’s two segments.
Previous wording
Other income – net fluctuated primarily due to:
Current wording
Other income – net fluctuated primarily due to lower net pension and other postretirement income, which is principally attributable to the U.S. defined benefit pension plan reaching a fully funded status in early 2026, resulting in a change in its investment strategies to a more conservative portfolio.
Previous wording
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.
Current wording
The income tax provisions for three months ended March 31, 2025 includes a one-time income tax benefit of approximately $500, resulting from the Corporation's majority-owned Chinese joint venture initially qualifying as a high-tech enterprise (“HTE”). As a HTE, the earnings of the Chinese joint venture through the end of 2026 will be taxed at a rate of 15% (versus 25%). The HTE status is renewable, subject to certain criteria being met, for which the Chinese joint venture expects to renew.
Previous wording
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.
Current wording
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 and in the United States, 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.
Previous wording
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.
Current wording
Net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh for the three months ended March 31, 2025 equaled $1,142, or $0.06 per common share and included the income tax benefit resulting from the Corporation's majority-owned Chinese joint venture qualifying as an HTE of approximately $500, which improved net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh by approximately $299 and $0.01 per common share for the three months ended March 31, 2025.
Previous wording
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:
Current wording
Net sales for the three months ended March 31, 2026 decreased $1,478 when compared to the same period of the prior year primarily due to:
Previous wording
Lower volume of roll shipments, offset by a higher volume of FEP shipments, which decreased operating results for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $2,400 and $5,300, respectively;
Current wording
Lower volume of FEP shipments which decreased net sales by approximately $800; offset by
Previous wording
Changes in exchange rates used to translate net sales of the segment’s foreign subsidiaries into the U.S. dollar, which increased net sales for three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $1,400 and $2,500, respectively, offset by
Current wording
Changes in exchange rates used to translate net sales of the segment’s foreign subsidiaries into the U.S. dollar which increased net sales by approximately $3,700; and
Previous wording
Improved pricing and higher variable-index surcharges passed through to customers as a result of fluctuations in the price of raw materials, energy and transportation costs, which increased net sales for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $8,500 and $9,800, respectively;
Current wording
Higher variable-index surcharges passed through to customers as a result of fluctuations in the price of raw materials, energy and transportation costs, offset by slightly lower pricing due to changes in product mix which increased net sales by approximately $200.
Previous wording
Unfavorable manufacturing absorption as a result of temporary plant shutdowns to align production with customer needs, which adversely impacted operating results for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $1,900 and $2,800, respectively; and
Current wording
Unfavorable manufacturing absorption which adversely impacted operating results by approximately $2,400;
Previous wording
Changes in exchange rates used to translate the operating results of the segment’s foreign subsidiaries into the U.S. dollar, which improved operating results for the three and nine months ended September 30, 2025, when compared to the same periods of 2024, by approximately $100 and $200, respectively.
Current wording
Changes in exchange rates used to translate the operating results of the segment’s foreign subsidiaries into the U.S. dollar which improved operating results by approximately $400.
Previous wording
Backlog decreased at September 30, 2025 from December 31, 2024 by $44,685 primarily due to:
Current wording
Backlog decreased at March 31, 2026 from December 31, 2025 by $6,863 primarily due to timing with customer orders for 2027 expected later in 2026. Additionally, lower exchange rates used to translate the backlog of the Corporation’s foreign subsidiaries into the U.S. dollar decreased backlog at March 31, 2026, when compared to backlog at December 31, 2025, by approximately $2,600. At March 31, 2026, approximately 11% of the segment's backlog is expected to ship after 2026.
Previous wording
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:
Current wording
The increase in net sales for the three months ended March 31, 2026, when compared to the same period of the prior year, is primarily due to:
Previous wording
Higher net sales of air handling units principally due to the timing of shipments and associated revenue recognition for the three months ended September 30, 2025 when compared to the three months ended September 30, 2024. Sales for the nine months ended September 30, 2025 and 2024 were comparable.
Current wording
Higher net sales of air handling units principally due to increased demand.
Previous wording
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:
Current wording
The improvement in operating income for the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, is principally due to:
Previous wording
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:
Current wording
Backlog at March 31, 2026 improved when compared to backlog at December 31, 2025 by approximately $23,458 with each of the product lines improving. In particular, backlog for:
Previous wording
Centrifugal pumps increased approximately $1,240 primarily due to strong order activity in the U.S. Navy market.
Current wording
Centrifugal pumps increased approximately $16,300 primarily due to strong order activity in the U.S. Navy and power generation markets.
Previous wording
Heat exchange coils increased approximately $1,881 primarily due to record order intake in the nuclear market; and
Current wording
Heat exchange coils increased approximately $5,400 primarily due to strong order intake for commercial OEMs; and
Previous wording
Air handling units increased approximately $7,320 primarily due to strong order activity in the pharmaceutical market;
Current wording
Air handling units increased approximately $1,800 primarily due to strong order activity in the pharmaceutical market.
Previous wording
At September 30, 2025, approximately 76% of backlog is expected to ship after 2025.
Current wording
At March 31, 2026, approximately 28% of the segment's backlog is expected to ship after 2026.
Previous wording
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”).
Current wording
The Corporation presents non-GAAP adjusted EBITDA and non-GAAP adjusted income from operations. Non-GAAP adjusted EBITDA is calculated as net (loss) income excluding interest expense, other 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 from operations is calculated as 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. These non-GAAP financial measures were adjusted to exclude the Deconsolidation Charge. Additionally, 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”) and may not be comparable to similarly titled measures presented by other companies.
Previous wording
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.
Current wording
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. The Corporation's management and Board of Directors believe these non-GAAP measures enhance comparability to companies in its stated industry peer group. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation’s business performance.
Previous wording
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.
Current wording
The Corporation believes these non-GAAP financial measures help identify underlying trends in its business that otherwise could be masked by the effect of these items that it excludes from adjusted EBITDA and adjusted income 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 Deconsolidation Charge can provide a useful measure for period-to-period comparisons of the Corporation’s core business performance.
Previous wording
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.
Current wording
Non-GAAP adjusted EBITDA and non-GAAP adjusted income 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) income, or non-GAAP adjusted income from operations, rather than income from operations, which are the nearest GAAP equivalents. Among other things, there can be no assurance that additional expenses similar to the Deconsolidation Charge will not occur in future periods.
Showing the first 40 of 59 pairs. Open the source sections for the rest.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
consequences of pandemics and geopolitical conflicts;
Previous report — wording carried elsewhere
Higher exchange rates used to translate the backlog of the Corporation’s foreign subsidiaries into the U.S. dollar, which increased backlog at September 30, 2025 when compared to backlog at December 31, 2024, by approximately $14,500; and
Previous report — wording carried elsewhere
The current portion of debt increased approximately $4,100 as of September 30, 2025 from December 31, 2024 due to: