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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
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
1-898
AMPCO-PITTSBURGH CORP
ORATION
Pennsylvania
25-1117717
(State of
Incorporation)
(I.R.S. Employer
Identification No.)
726 Bell Avenue
,
Suite 301
Carnegie
,
Pennsylvania
15106
(Address of principal executive offices)
(
412
)
456-4400
(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
Common Stock, $1 par value
AP
New York Stock Exchange
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.
Yes
☒
No
☐
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).
Yes
☒
No
☐
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.
Large accelerated filer
☐
Accelerated filer
☐
Emerging growth company
☐
Non-accelerated filer
☒
Smaller reporting company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
On Nov
ember 7, 2025,
20,326,389
com
mon shares were outstanding.
Trade receivables, less allowance for credit losses of $
522
as of September 30, 2025 and $
906
as of December 31, 2024
80,983
70,611
Trade receivables from related parties
2,166
1,839
Inventories
119,165
116,761
Insurance receivable – asbestos
15,000
15,000
Contract assets
8,905
8,486
Other current assets
8,362
8,663
Total current assets
249,539
236,787
Property, plant and equipment, net
141,285
148,056
Operating lease right-of-use assets
4,648
4,592
Insurance receivable – asbestos, less allowance for credit losses of $
656
as of September 30, 2025
and December 31, 2024
109,947
124,295
Deferred income tax assets
2,867
2,851
Intangible assets, net
4,609
4,255
Investments in joint ventures
2,175
2,175
Prepaid pensions
4,259
3,652
Other noncurrent assets
5,084
4,233
Total assets
$
524,413
$
530,896
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
$
46,447
$
36,310
Accounts payable to related parties
502
411
Accrued payrolls and employee benefits
19,319
17,104
Debt – current portion
16,255
12,186
Operating lease liabilities – current portion
900
878
Asbestos liability – current portion
24,000
24,000
Customer-related liabilities
17,962
25,608
Other current liabilities
10,370
8,719
Total current liabilities
135,755
125,216
Employee benefit obligations
24,266
28,204
Asbestos liability
162,233
183,092
Long-term debt
118,959
116,394
Noncurrent operating lease liabilities
3,748
3,714
Deferred income tax liabilities
467
450
Other noncurrent liabilities
4,426
2,735
Total liabilities
449,854
459,805
Commitments and contingent liabilities
(Note 10)
Shareholders’ equity:
Common stock – par value $
1
; authorized
40,000
shares; issued and outstanding
20,228
shares as of September 30, 2025 and
19,980
shares as of December 31, 2024
20,228
19,980
Additional paid-in capital
178,877
178,298
Retained deficit
(
80,963
)
(
72,559
)
Accumulated other comprehensive loss
(
58,044
)
(
66,836
)
Total Ampco-Pittsburgh shareholders’ equity
60,098
58,883
Noncontrolling interest
14,461
12,208
Total shareholders’ equity
74,559
71,091
Total liabilities and shareholders’ equity
$
524,413
$
530,896
See Notes to Condensed Consolidated Financial Statements.
3
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED S
TATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net sales:
Net sales
$
103,748
$
92,072
$
311,907
$
305,102
Net sales to related parties
4,261
4,094
13,471
12,267
Total net sales
108,009
96,166
325,378
317,369
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)
86,656
76,389
260,741
256,563
Selling and administrative
12,738
13,332
39,365
39,855
Depreciation and amortization
7,091
4,586
17,095
13,954
Severance charge (Note 2)
165
—
6,019
—
Loss (income) on disposal of assets
236
(
11
)
263
2
Total operating costs and expenses
106,886
94,296
323,483
310,374
Income from operations
1,123
1,870
1,895
6,995
Other expense – net:
Interest expense
(
3,001
)
(
2,976
)
(
8,552
)
(
8,750
)
Other income – net
748
288
1,349
2,600
Total other expense – net
(
2,253
)
(
2,688
)
(
7,203
)
(
6,150
)
(Loss) income before income taxes
(
1,130
)
(
818
)
(
5,308
)
845
Income tax provision
(
525
)
(
636
)
(
1,176
)
(
1,953
)
Net loss
(
1,655
)
(
1,454
)
(
6,484
)
(
1,108
)
Less: Net income attributable to noncontrolling interest
556
505
1,920
1,556
Net loss attributable to Ampco-Pittsburgh
$
(
2,211
)
$
(
1,959
)
$
(
8,404
)
$
(
2,664
)
Net loss per share attributable to Ampco-
Pittsburgh common shareholders:
Basic
$
(
0.11
)
$
(
0.10
)
$
(
0.42
)
$
(
0.13
)
Diluted
$
(
0.11
)
$
(
0.10
)
$
(
0.42
)
$
(
0.13
)
Weighted-average number of common shares outstanding:
Basic
20,227
19,980
20,106
19,857
Diluted
20,227
19,980
20,106
19,857
See Notes to Condensed Consolidated Financial Statements.
4
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATE
MENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net loss
$
(
1,655
)
$
(
1,454
)
$
(
6,484
)
$
(
1,108
)
Other comprehensive (loss) income, net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation
(
470
)
5,852
10,232
3,130
Unrecognized employee benefit costs (including effects of foreign currency translation)
217
(
537
)
(
863
)
(
468
)
Fair value of cash flow hedges
22
174
820
384
Reclassification adjustments for items included in net loss:
Amortization of unrecognized employee benefit costs
(
157
)
(
177
)
(
480
)
(
534
)
Settlement of cash flow hedges
(
244
)
(
13
)
(
584
)
(
280
)
Other comprehensive (loss) income
(
632
)
5,299
9,125
2,232
Comprehensive (loss) income
(
2,287
)
3,845
2,641
1,124
Less: Comprehensive income attributable to noncontrolling interest
649
924
2,253
1,702
Comprehensive (loss) income attributable to Ampco-Pittsburgh
$
(
2,936
)
$
2,921
$
388
$
(
578
)
See Notes to Condensed Consolidated Financial Statements.
5
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATE
MENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Three Months Ended September 30, 2025
Common
Stock
Additional
Paid-in
Capital
Retained
Deficit
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interest
Total
Balance at July 1, 2025
$
20,225
$
178,529
$
(
78,752
)
$
(
57,319
)
$
13,812
$
76,495
Stock-based compensation
334
334
Comprehensive income (loss):
Net (loss) income
(
2,211
)
556
(
1,655
)
Other comprehensive (loss) income
(
725
)
93
(
632
)
Comprehensive income (loss)
649
(
2,287
)
Shareholder exercise of warrants
3
14
17
Balance at September 30, 2025
$
20,228
$
178,877
$
(
80,963
)
$
(
58,044
)
$
14,461
$
74,559
Three Months Ended September 30, 2024
Balance at July 1, 2024
$
19,980
$
177,554
$
(
73,702
)
$
(
65,783
)
$
11,410
$
69,459
Stock-based compensation
372
372
Comprehensive income:
Net (loss) income
(
1,959
)
505
(
1,454
)
Other comprehensive income
4,880
419
5,299
Comprehensive income
924
3,845
Balance at September 30, 2024
$
19,980
$
177,926
$
(
75,661
)
$
(
60,903
)
$
12,334
$
73,676
Nine Months Ended September 30, 2025
Balance at January 1, 2025
$
19,980
$
178,298
$
(
72,559
)
$
(
66,836
)
$
12,208
$
71,091
Stock-based compensation
972
972
Comprehensive income:
Net (loss) income
(
8,404
)
1,920
(
6,484
)
Other comprehensive income
8,792
333
9,125
Comprehensive income
2,253
2,641
Shareholder exercise of warrants
3
14
17
Issuance of common stock excluding excess tax benefits of $
0
245
(
407
)
(
162
)
Balance at September 30, 2025
$
20,228
$
178,877
$
(
80,963
)
$
(
58,044
)
$
14,461
$
74,559
Nine Months Ended September 30, 2024
Balance at January 1, 2024
$
19,729
$
177,196
$
(
72,997
)
$
(
62,989
)
$
10,632
$
71,571
Stock-based compensation
1,106
1,106
Comprehensive income:
Net (loss) income
(
2,664
)
1,556
(
1,108
)
Other comprehensive income
2,086
146
2,232
Comprehensive income
1,702
1,124
Issuance of common stock excluding excess tax benefits of $
0
251
(
376
)
(
125
)
Balance at September 30, 2024
$
19,980
$
177,926
$
(
75,661
)
$
(
60,903
)
$
12,334
$
73,676
See Notes to Condensed Consolidated Financial Statements.
6
S
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED S
TATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended September 30,
2025
2024
Net cash flows (used in) provided by operating activities
$
(
1,363
)
$
10,576
Cash flows used in investing activities:
Purchases of property, plant and equipment
(
6,634
)
(
8,443
)
Proceeds from government grants, used for purchase of equipment
1,343
1,293
Proceeds from sale of property, plant and equipment
297
10
Purchases of long-term marketable securities
(
12
)
(
364
)
Proceeds from sale of long-term marketable securities
499
847
Net cash flows used in investing activities
(
4,507
)
(
6,657
)
Cash flows provided by financing activities:
Proceeds from Equipment Term Notes
13,500
—
Proceeds from revolving credit facility
27,931
18,396
Payments on revolving credit facility
(
33,401
)
(
17,172
)
Repayment of debt principal
(
2,556
)
(
1,695
)
Proceeds from equipment financing facility
—
1,692
Repayment of related-party debt
—
(
664
)
Payment of debt issuance costs
(
891
)
—
Proceeds from shareholder exercise of warrants
17
—
Net cash flows provided by financing activities
4,600
557
Effect of exchange rate changes on cash and cash equivalents
801
82
Net (decrease) increase in cash and cash equivalents
(
469
)
4,558
Cash and cash equivalents at beginning of period
15,427
7,286
Cash and cash equivalents at end of period
$
14,958
$
11,844
Supplemental information:
Income tax payments (net of refunds)
$
1,282
$
2,181
Interest payments (net of amounts capitalized)
$
7,304
$
7,663
Non-cash investing and financing activities:
Purchases of property, plant and equipment in accounts payable
$
984
$
516
Finance lease right-of-use assets exchanged for lease liabilities
$
23
$
146
Operating lease right-of-use assets exchanged for lease liabilities
$
633
$
550
See Notes to Condensed Consolidated Financial Statements.
7
AMPCO-PITTSBURGH CORPORATION
NOTES TO CONDENSED CONSOLID
ATED 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
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 (“CODM”) evaluates financial performance and makes resource allocation and strategic decisions about the business (
Note 19
).
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 -
E
xit 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
$
3,069
and
$
9,819
, respectively, primarily f
or
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
8
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”).
9
The Exit Charges included the following components for the three and nine months ended September 30, 2025:
Type of Cost
Location of Cost
in Statement of Operations
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
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
(
Note 5
) 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.
Outstanding Exit Charges equaled
$
5,969
as of September 30, 2025,
all of which related to outstanding severance charges, with $
5,121
recorded as
a current liability (accrued payrolls and employee benefits) a
nd $
848
recorded as a noncurrent liability (other noncurrent liabilities) on the conden
sed consolidated balance sheet as of September 30, 2025
.
Changes in accrued severance for the
three and nine months ended September 30, 2025 consisted of the following:
Three Months Ended September 30, 2025
Nine Months Ended September 30, 2025
Balance at beginning of the period
$
5,922
$
—
Provision, net
165
6,019
Paid
—
—
Other, primarily changes in foreign currency exchange rates
(
118
)
(
50
)
Balance at end of the period
$
5,969
$
5,969
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 $
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 u
nder the Credit Agreement approxima
ted between $
7,000
to $
9,000
. Accordingly, the Corporation expects 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 expected its future cash expenditures associated with the Structured Insolvency to be insignificant.
10
Note 3 – Inven
tories
At September 30, 2025 and December 31, 2024
, substantially all inventories were valued using the first-in, first-out method.
Inventories were comprised of the following:
September 30,
2025
December 31,
2024
Raw materials
$
45,833
$
46,395
Work-in-process
48,105
49,317
Finished goods
17,954
13,488
Supplies
7,273
7,561
Inventories
$
119,165
$
116,761
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
$
6,487
$
9,228
$
8,486
$
4,452
Satisfaction of existing contracts
(
12,565
)
(
14,764
)
(
46,359
)
(
36,169
)
Additional revenue earned on new and existing contracts
15,148
12,372
46,602
38,604
Other, primarily changes in foreign currency exchange rates
(
165
)
28
176
(
23
)
Balance at end of the period
$
8,905
$
6,864
$
8,905
$
6,864
Note 5 – Property, Pl
ant and Equipment
Property, plant and equipment were comprised of the following:
September 30,
2025
December 31,
2024
Land and land improvements
$
9,256
$
8,788
Buildings and leasehold improvements
74,134
70,400
Machinery and equipment
386,610
377,938
Construction-in-progress
6,488
4,544
Other
6,491
6,337
482,979
468,007
Accumulated depreciation and amortization
(
341,694
)
(
319,951
)
Property, plant and equipment, net
$
141,285
$
148,056
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 $
10,851
(£
8,073
).
Certain property, plant and equipment are held as collateral including:
•
Certain of the machinery and equipment with a book value equal to approximately $
24,239
at September 30, 2025, purchased with proceeds from the equipment finance facility (
Note 8
), are held as collateral for the equipment financing facility.
•
Certain land and land improvements and buildings and leasehold improvements with a book value equal to approximately
$
55,158
are included in the sale-leaseback financing transactions and Disbursement Agreement (
Note 8
). Title to these assets lies with the lender; however, since the transactions qualified as financing transactions, versus sales, the assets remain recorded on the Corporation’s condensed consolidated balance sheets.
11
•
The remaining assets, other than real property, are pledged as collateral for the Corporation’s revolving credit facility and Equipment Term Notes (
Note 8
).
The gross value of assets under
finance leases
and the related accumulated depreciation approx
imated $
3,264
and $
1,851
,
respectively, as of September 30, 2025
and $
2,964
and $
1,498
, respectively, at
December 31, 2024.
Depreciation expense approximated $
7,021
and $
4,497
, including depreciation of assets under finance leases of approximately $
81
and $
80
, for the
three months ended September 30, 2025 and 2024
, respectively. Depreciation expense approximated $
16,851
and $
13,692
, including depreciation of assets under finance leases of approximately $
237
and $
242
, for the
nine months ended September 30, 2025 and 2024
, respectively.
Not
e 6 – Intangible Assets
Intangible assets were comprised of the following:
September 30,
2025
December 31,
2024
Customer relationships
$
5,670
$
5,158
Developed technology
4,083
3,699
Trade name
2,353
2,054
12,106
10,911
Accumulated amortization
(
7,497
)
(
6,656
)
Intangible assets, net
$
4,609
$
4,255
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
$
4,654
$
4,574
$
4,255
$
4,947
Amortization of intangible assets
(
70
)
(
89
)
(
244
)
(
262
)
Other, primarily impact from changes in foreign currency exchange rates
25
197
598
(
3
)
Balance at end of the period
$
4,609
$
4,682
$
4,609
$
4,682
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
$
5,579
$
5,175
$
5,423
$
5,539
Satisfaction of warranty claims
(
436
)
(
330
)
(
1,727
)
(
1,016
)
Provision for warranty claims, net
20
440
948
884
Other, primarily impact from changes in foreign currency exchange rates
(
35
)
215
484
93
Balance at end of the period
$
5,128
$
5,500
$
5,128
$
5,500
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
one year
. Performance obligations related to customer deposits expected to be satisfied beyond
one year
are classified as a noncurrent liability on the condensed consolidated balance sheets.
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
$
17,177
$
18,807
$
21,503
$
13,078
Satisfaction of performance obligations
(
9,246
)
(
6,156
)
(
28,493
)
(
13,541
)
Receipt of additional deposits
7,218
9,759
22,007
22,892
Other, primarily impact from changes in foreign currency exchange rates
(
150
)
89
(
18
)
70
Balance at end of the period
14,999
22,499
14,999
22,499
Deposits - Other noncurrent liabilities
(
3,355
)
(
4,213
)
(
3,355
)
(
4,213
)
Deposits - Other current liabilities
$
11,644
$
18,286
$
11,644
$
18,286
Note
8 – Debt
Borrowings were comprised of the following:
September 30,
2025
December 31,
2024
Revolving credit facility
$
50,530
$
56,000
Sale-leaseback financing obligations
46,115
45,451
Equipment financing facility
15,187
16,782
Equipment Term Notes
13,179
—
Industrial Revenue Bonds
9,191
9,191
Finance lease liabilities
1,012
1,156
Outstanding borrowings
135,214
128,580
Debt – current portion
(
16,255
)
(
12,186
)
Long-term debt
$
118,959
$
116,394
The current portion of debt includes primarily the Industrial Revenue Bonds (“IRBs”), swing loans under the revolving credit facility and, for 2025,
principal payments due under the Equipment Term Notes during the next 12 months
.
Although the IRBs begin to become due in late 2027, the bonds can be put back to the Corporation on short notice if they are not able to be remarketed; accordingly, the IRBs are classified as a current liability, although the Corporation considers the likelihood of the bonds being put back to the Corporation to be remote. By definition, swing loans are temporary advances under the revolving credit facility and short-term in nature. Accordingly, swing loans are classified as a current liability until the amount is either repaid, as customers remit payments, or, if elected by the Corporation, refinanced as a longer-term loan under the revolving credit facility. The swing loan balance outstanding at September 30, 2025 was $
2,030
.
No
swing loans were outstanding as of
December 31, 2024.
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 $
100,000
senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) and $
13,500
under the Equipment Term Notes (see below).
The Revolving Credit Facility can be increased to $
125,000
at the option of the Corporation and with the approval of the lenders and provides sublimits for letters of credit not to exceed $
40,000
and European borrowings not to exceed $
30,000
. Borrowings under the Revolving Credit Facility will bear interest at the
Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging between
2.00
% and
2.50
%.
The maturity date for the Revolving Credit Facility is
June 25, 2030
and, subject to other terms and conditions of the Credit Agreement, would become due on that date.
As of September 30, 2025, the Corporation had outstanding borrowings under the Revolving Credit Facility of
$
50,530
. The average interest rate under the Revolving Credit Facility and the previous revolving credit and security agreement approximated
7.38
% and
7.22
% for the
three and nine months ended September 30, 2025
, respectively, and
8.26
% and
8.24
% for the
three and nine months ended September 30, 2024, respectively. The Corporation also utilizes a portion of the Revolving Credit Facility for letters of credit
13
(
Note 10
). As of September 30, 2025, remaining availability under the Revolving Credit Facility approximated
$
28,189
, net of standard availability reserves.
Debt issuance costs of $
891
were incurred in 2025 related to amending the Credit Agreement and are being amortized over the remaining term of the agreement.
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
1.05
to 1.00. The Cor
poration was in compliance with the applicable bank covenants as of September 30, 2025.
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
45
consecutive day period beginning on the effective date of the Structured Insolvency.
As modified, the Trigger Period will commence on any day in which the Undrawn Availability is less than the greater of
12.50
% (previously
15
%) of the Maximum Revolving Advance Amount or $
12,500
(previously $
15,000
) and will terminate on any day in which the Undrawn Availability is more than the greater of
12.50
% (previously
15
%) of the Maximum Revolving Advance Amount or $
12,500
(previously $
15,000
) for 30 consecutive days (collectively, the “Trigger Period Modification Consent”). Immediately upon expiration of the
45
consecutive day period, the definition of the Trigger Period will revert to the definition in effect immediately prior to the Trigger Period Modification Consent.
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
20
years;
however, UES may extend the lease for the Properties for four successive periods of
five years
each. If fully extended, the Restated Lease would expire in
August 2062
. UES also has the option to repurchase the Properties, which it may, and intends to, exercise in 2032, for a price equal to the greater of (i) the Fair Market Value of the Properties or (ii)
115
% of Lessor’s Total Investment, with such terms defined in the Restated Lease.
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 $
2,500
to UES towards certain leasehold improvements in the Carnegie, Pennsylvania manufacturing facility. In June 2023, UES received $
2,500
of proceeds from the Disbursement Agreement. The annual payments for the Properties (the “Base Annual Rent”) have been adjusted to repay the $
2,500
over the balance of the initial term of the Restated Lease of
20
years. Advances under the Disbursement Agreement are secured by a first priority security interest in the leasehold improvements.
At September 30, 2025, the Base Annual Rent, including the Disbursement Agreement, is
equal to $
3,719
, payabl
e in equal monthly installments. Each October through 2052, the Base Annual Rent will increase by an amount equal to the lesser of
2.04
% or
1.25
times the change in the consumer price index, as defined in the Restated Lease. The Base Annual Rent during the remaining ten years of the Restated Lease will equal the Fair Market Rent, as defined in the Restated Lease. At October 1, 2025, the new Base Annual Rent is equa
l to $
3,795
, an increase of
2.04
%.
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
8.29
% and
8.28
% for the
three and nine months ended September 30, 2025
, respectively, and
8.25
% and
8.24
% for the
three and nine months ended September 30, 2024, respectively.
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 $
20,000
to finance certain equipment purchases associated with a capital program at certain of the Corporation’s FCEP lo
cations. Each borrowing constitutes a secured loan transaction (each,
a “Term Note”). Each Term Note has a term of
84
months. As of
September 30, 2025
, monthly payments of principal and interest approximated $
293
and continue through mid-
2031
.
Inter
est on each Term Note accrues at an annual fixed rate ranging between
8.40
% and
9.22
%. The effective interest rates approximated
8.66
% for each of the
three and nine months ended September 30, 2025 and
8.69
% and
8.60
% for the
three and nine months ended September 30, 2024, respectively. Each Term Note is secured by a first priority security interest in and to all of UES’ rights, title and interests in the underlying equipment.
Equipment Term Notes
Under the Credit Agreement, the Corporation may borrow up to $
13,500
pursuant to senior secured term notes (the “Equipment Term Notes”).
On June 25, 2025, the Corporation borrowed $
13,500
with such proceeds used to paydown borrowings under the
Revolving Credit Facility. The Equipment Term Notes are payable in equal monthly installments of principal of $
161
commencing August 1, 2025, and continuing on the first day of each month through June 2030, followed by the sixtieth payment of all unpaid principal, accrued and unpaid interest and all unpaid fees, unless otherwise refinanced.
Borrowings unde
r the Equipment Term Notes will bear interest at SOFR plus an applicable margin ranging between
3.00
% and
3.50
%.
The effective interest rate approximated
7.94
% for the three months ended September 30, 2025
. The Equipment Term Notes are secured by certain equipment of the Corporation that secured the previous credit facility.
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 $
2,798
of the Equipment Term Notes were repaid, an amount equal to the estimated collateral value of the UES-UK and AUP equipment.
Industrial Revenue Bonds (“IRBs”)
The Corporation has
two
IRBs outstanding: (i) $
7,116
taxable IRB maturing in 2027, interest at a floating rate which averaged
4.41
% and 5
.40
% for the
three months ended September 30, 2025 and 2024
, respectively, and
4.42
% and
5.40
% for the
nine months ended September 30, 2025 and 2024
, respectively, and (ii) $
2,075
tax-exempt IRB maturing in 2029, interest at a floating rate which averaged
2.82
% and
3.62
% for the
three months ended September 30, 2025 and 2024
, respectively, and
3.08
% and
3.80
% for the
nine months ended September 30, 2025 and 2024
, respectively. The IRBs are secured by letters of credit of equivalent amounts and are remarketed periodically at which time the interest rates are reset. If the IRBs are not able to be remarketed, although considered a remote possibility by the Corporation, the bondholders can seek reimbursement immediately from the letters of credit; accordingly, the IRBs are recorded as current debt on the condensed consolidated balance sheets.
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
$
2,488
$
4,641
U.S. nonqualified defined benefit pension plans (e.g. payments)
$
574
$
576
Foreign defined benefit pension plans
$
323
$
327
Other postretirement benefits (e.g., net payments)
$
259
$
273
U.K. defined contribution pension plan
$
207
$
200
U.S. defined contribution plan
$
2,220
$
2,457
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
$
5
$
2
$
14
$
22
Interest
cost
2,236
2,331
6,708
6,988
Expected return on plan assets
(
2,818
)
(
3,443
)
(
8,458
)
(
10,245
)
Amortization of prior service cost
—
—
—
1
Amortization
of actuarial loss
44
45
131
136
Net benefit income
$
(
533
)
$
(
1,065
)
$
(
1,605
)
$
(
3,098
)
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
$
36
$
63
$
96
$
102
Interest cost
484
467
1,425
1,375
Expected return on plan assets
(
555
)
(
490
)
(
1,636
)
(
1,443
)
Amortization of prior service credit
(
74
)
(
72
)
(
218
)
(
213
)
Amortization
of actuarial loss
209
185
614
546
Net benefit expense
$
100
$
153
$
281
$
367
Three Months Ended September 30,
Nine Months Ended September 30,
Other Postretirement Benefit Plans
2025
2024
2025
2024
Service cost
$
34
$
42
$
103
$
126
Interest
cost
88
90
264
271
Amortization of prior service credit
(
256
)
(
256
)
(
768
)
(
768
)
Amortization
of actuarial gain
(
80
)
(
79
)
(
239
)
(
236
)
Net benefit income
$
(
214
)
$
(
203
)
$
(
640
)
$
(
607
)
Note 10 – Com
mitments and Contingent Liabilities
As of September 30, 2025:
•
Outstanding standby and commercial letters of credit and bank guarantees
equaled $
15,580
, of which more than half serves as collateral for the IRB debt,
•
Outstanding surety bonds approximated $
3,604
(SEK
33,900
), which guarantee certain pension commitments of certain of the Corporation’s foreign subsidiaries under a credit insurance arrangement, and
•
Outstanding Corporate guarantees approximated $
1,701
(SEK
16,000
), which guarantee certain obligations of one of the Corporation's foreign subsidiaries with its local banking partner.
At September 30, 2025, commitments for future capital expenditures approximated
$
8,600
.
In September 2020, the Corporation completed an equity rights offering, issuing
5,507,889
shares of its common stock and
12,339,256
Series A warrants to existing shareholders. The shares of common stock and warrants are classified as equity instruments in the condensed consolidated statements of shareholders’ equity. Outstanding Series A warrants equaling
10,935,755
expired
August 1, 2025
and are no longer exercisable, in accordance with the warrant agreement.
Each Series A warrant provided the holder with the right to purchase
0.4464
shares of common stock at an exercise price of $
2.5668
, or $
5.75
per whole share of common stock.
During 2025,
6,114
warrants were exercised, including
5,715
warrants exercised in the third quarter of 2025.
16
Note 12 – Accumulate
d 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
Currency
Translation
Unrecognized
Employee
Benefit Costs
Cash Flow
Hedges
Total
Accumulated Other
Comprehensive Loss
Less:
Noncontrolling
Interest
Accumulated Other
Comprehensive Loss
Attributable to Ampco-Pittsburgh
Balance at January 1, 2025
$
(
27,691
)
$
(
39,856
)
$
(
102
)
$
(
67,649
)
$
(
813
)
$
(
66,836
)
Net change
10,232
(
1,343
)
236
9,125
333
8,792
Balance at September 30, 2025
$
(
17,459
)
$
(
41,199
)
$
134
$
(
58,524
)
$
(
480
)
$
(
58,044
)
Balance at January 1, 2024
$
(
23,161
)
$
(
40,490
)
$
186
$
(
63,465
)
$
(
476
)
$
(
62,989
)
Net change
3,130
(
1,002
)
104
2,232
146
2,086
Balance at September 30, 2024
$
(
20,031
)
$
(
41,492
)
$
290
$
(
61,233
)
$
(
330
)
$
(
60,903
)
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
$
(
157
)
$
(
177
)
$
(
480
)
$
(
534
)
Income tax effect
—
—
—
—
Net of tax
$
(
157
)
$
(
177
)
$
(
480
)
$
(
534
)
Settlements of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)
$
(
6
)
$
(
6
)
$
(
20
)
$
(
20
)
Costs of products sold (excluding depreciation and
amortization) (futures contracts – copper and aluminum)
(
242
)
(
7
)
(
578
)
(
267
)
Total before income tax
(
248
)
(
13
)
(
598
)
(
287
)
Income tax effect
4
—
14
7
Net of tax
$
(
244
)
$
(
13
)
$
(
584
)
$
(
280
)
The income tax effect associated with the various components of other compreh
ensive (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 w
hen reclassified to earnings. Certain amounts 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. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.
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
$
(
3
)
$
(
5
)
$
23
$
(
10
)
Income tax effect associated with reclassification adjustments:
Amortization of unrecognized employee benefit costs
$
—
$
—
$
—
$
—
Settlement of cash flow hedges
$
4
$
—
$
14
$
7
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 $
559
. The termination gain will be reclassified to earnings when the projected sales occur. For the nine months ended September 30, 2025, $
495
of the termination gain has been released to earnings, with the balance expected to be released over the next five months. At
September 30, 2025
, approximately
75
%, or $
571
, of anticipated aluminum purchases over the next
six months
are hedged. At
September 30, 2024
, approximately
43
%, or $
2,853
, of anticipated copper purchases over the next
nine months
and
56
%, or $
615
, of anticipated aluminum purchases over the next
six months
were hedged.
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 app
roximately
26
%, or $
286
, of anticipated
natural gas usage through December 31, 2025
for
one
of its subsidiaries
and approximately
31
%, or $
198
, of anticipated
electricity usage through December 31, 2025
for
one
of its subsidiaries.
At
September 30, 2024
, the Corporation had purchase commitments covering approximately
3
%, or $
1,568
, of anticipated
natural gas usage through December 31, 2025
for
two
of its subsidiaries
and approximately
9
%, or $
945
of anticipated
electricity usage through December 31, 2025
for
two
of its subsidiaries
. Purchases of natural gas and electricity under previously existing commitments equaled $
756
and $
2,841
fo
r the three and nine months ended September 30, 2025
, respectively, and $
674
and $
2,507
for the
three and nine months ended September 30, 2024, respectively.
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
15
years, through 2026).
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
no
derivative instruments for trading purposes.
Loss on foreign exchange transactions included in other income – net equaled
$(
57
)
and
$(
1,188
)
for the three and nine months ended September 30, 2025, respectively, and
$(
1,130
)
and
$(
1,320
)
for the three and nine months ended September 30, 2024, respectively.
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
the Period
Recognized
Reclassified
End of
the Period
Foreign currency purchase contracts
$
40
$
—
$
6
$
34
Futures contracts – copper and aluminum
316
22
238
100
$
356
$
22
$
244
$
134
Three Months Ended September 30, 2024
Foreign currency purchase contracts
$
67
$
—
$
6
$
61
Futures contracts – copper and aluminum
62
174
7
229
$
129
$
174
$
13
$
290
Nine Months Ended September 30, 2025
Foreign currency purchase contracts
$
54
$
—
$
20
$
34
Futures contracts – copper and aluminum
(
156
)
820
564
100
$
(
102
)
$
820
$
584
$
134
Nine Months Ended September 30, 2024
Foreign currency purchase contracts
$
81
$
—
$
20
$
61
Futures contracts – copper and aluminum
105
384
260
229
$
186
$
384
$
280
$
290
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
be Reclassified
in the Next 12 Months
Three Months Ended September 30,
Nine Months Ended September 30,
of Operations
2025
2024
2025
2024
Foreign currency purchase contracts
Depreciation and amortization
$
28
$
6
$
6
$
20
$
20
Futures contracts – copper and aluminum
Costs of products sold
(excluding depreciation and amortization)
$
102
$
242
$
7
$
578
$
267
Not
e 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
in Active
Markets for
Identical Inputs
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
As of September 30, 2025
Investments
Other noncurrent assets
$
2,883
$
—
$
—
$
2,883
As of December 31, 2024
Investments
Other noncurrent assets
$
3,026
$
—
$
—
$
3,026
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 – Stoc
k-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
4,200,000
shares of the Corporation’s common stock for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive stock options and non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards, or short-term cash incentive awards. If any award is canceled, terminates, expires, or lapses for any reason prior to the issuance of the shares, or if the shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.
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 $
200
. The limit does not apply to shares received by a non-employee director at his or her election in lieu of the director’s retainer for board service. The restricted stock awards vest on the one-year anniversary of the grant date.
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 $
334
and $
972
, respectively, and for the three and nine months ended September 30, 2024, equaled $
372
and $
1,106
, respectively. The income tax benefit recognized in the condensed consolidated statements of operations was not significant due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the majority of the jurisdictions where the expense was recognized.
N
ote 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
6,363
6,310
New claims served
998
950
Claims dismissed
(
1,189
)
(
517
)
Claims settled
(
489
)
(
419
)
Total claims pending at the end of period
(1)
5,683
6,324
Administrative closures
(2)
(
2,889
)
(
3,117
)
Total active claims at the end of the period
2,794
3,207
Gross settlement and defense costs paid in period (in 000’s)
$
20,859
$
18,610
Average gross settlement and defense costs per claim resolved (in 000’s)
(3)
$
12.43
$
19.88
(1)
Included as “total claims pending” are
approximately
1,637
and
1,638
claims at
September 30, 2025 and 2024, respectively, classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation.
(2)
Administrative closures include (i) mesothelioma claims filed
five
or more years ago; (ii) non-mesothelioma claims filed
six
or more years ago; (iii) claims previously classified in various jurisdictions as “inactive;” and (iv) claims transferred to a state or federal judicial panel on multi-district litigation.
(3)
Claims resolved do not include claims administratively close
d.
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 $
1,756
.
Under the Settlement Agreements, the Settling Insurers accept financial responsibility, subject to the terms and conditions of the respective agreements, including overall coverage limits, for pending and future claims for the Asbestos Liability. The Settlement Agreements encompass the majority of insurance policies that provide coverage for claims associated with the Asbestos Liability.
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
$
207,092
$
238,679
Settlement and defense costs paid
(
20,859
)
(
18,610
)
Asbestos liability, end of the period
$
186,233
$
220,069
The following table summarizes activity relating to insurance recoveries for the
nine months ended September 30, 2025 and 2024, including the
$
1,756
reimbursement in 2024 of prior years' costs
.
Nine Months Ended September 30,
2025
2024
Insurance receivable – asbestos, beginning of the year
$
139,295
$
160,245
Settlement and defense costs paid by insurance carriers
(
14,348
)
(
13,841
)
Insurance receivable – asbestos, end of the period
$
124,947
$
146,404
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 – Environm
ental 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
approximated
$
100
at
September 30, 2025 and December 31, 2024
.
Note 18 – Re
lated Parties
Åkers TISCO Roll Co., Ltd.
(“ATR”), a
59.88
% indirectly owned joint venture of UES, periodically has loans outstanding with its minority shareholder.
No
borrowings were outstanding as of
September 30, 2025 or 2024.
Loan activity for the
nine months ended September 30, 2025 and 2024 was as follows:
Nine Months Ended September 30,
2025
2025
2024
2024
USD
RMB
USD
RMB
Balance at beginning of the period
$
—
—
$
665
4,713
Borrowings
—
—
—
—
Repayments
—
—
(
664
)
(
4,713
)
Foreign exchange
—
—
(
1
)
—
Balance at end of the period
$
—
—
$
—
—
Interest on borrowings accrues at the
three
-to-
five-year
loan interest rate set by the People’s Bank of China, which approximated
4.35
% for the
nine months ended September 30, 2024. For the nine months ended September 30, 2024
, ATR paid $
2
(RMB
17
) of interest. No interest was outstanding as of
September 30, 2025 or December 31, 2024.
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
$
2,657
19,066
$
1,994
14,221
Sales to related parties
$
4,261
30,491
$
4,094
29,156
Nine Months Ended September 30,
2025
2025
2024
2024
USD
RMB
USD
RMB
Purchases from related parties
$
6,669
48,136
$
5,132
36,809
Sales to related parties
$
13,471
97,231
$
12,267
87,980
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
$
2,166
15,424
$
1,839
13,422
Accounts payable to related parties
$
502
3,574
$
411
3,001
The manufacturing facilities of ATR are located on land leased by ATR from the other partner. The land lease commenced in
2007
, the date the joint venture was formed, and continues through
2054
,
the expected end date of the joint venture, and includes variable
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 $
31
(RMB
223
) for each of the
three months ended September 30, 2025 and 2024
and $
94
(RMB
669
) for each of the
nine months ended September 30, 2025 and 2024,
which is included in purchases from related parties.
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
three
joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North American 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. 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
$
66,455
$
63,833
$
207,304
$
209,876
FEP
5,012
3,370
14,359
10,229
Forged and Cast Engineered Products
71,467
67,203
221,663
220,105
Air and Liquid Processing
Air handling systems
11,169
8,853
35,679
35,406
Heat exchange coils
12,483
10,824
35,307
33,626
Centrifugal pumps
12,890
9,286
32,729
28,232
Air and Liquid Processing
36,542
28,963
103,715
97,264
Total Reportable Segments
$
108,009
$
96,166
$
325,378
$
317,369
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
Chief Executive Officer
is the Corporation’s CODM.
The Corporation measures each segment’s profitab
ility based on (loss) income from operations, which excludes interest expense, other income and expense items and Corporate costs. Along with other measures,
the CODM uses segment (loss) income from operations when assessing segment performance and when making decisions to allocate financial resources between segments, primarily through periodic budgeting and segment performance reviews.
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
$
71,467
$
36,542
$
108,009
$
67,203
$
28,963
$
96,166
Less:
(1)
Cost of products sold (excluding depreciation and amortization)
58,295
28,361
53,902
22,487
Selling and administrative
6,365
3,737
6,516
3,096
Depreciation and amortization
6,807
284
4,340
246
Severance charge
165
—
—
—
Loss on disposal of assets
236
—
(
11
)
—
Segment (loss) income from operations
$
(
401
)
$
4,160
3,759
$
2,456
$
3,134
5,590
Reconciliation to loss before income taxes
Corporate costs
(3)
(
2,636
)
(
3,720
)
Interest expense
(
3,001
)
(
2,976
)
Other income - net
(4)
748
288
Loss before income taxes
$
(
1,130
)
$
(
818
)
Nine Months Ended September 30,
2025
2024
FCEP
(5)
ALP
Total
FCEP
ALP
Total
Net sales
$
221,663
$
103,715
$
325,378
$
220,105
$
97,264
$
317,369
Less:
(1)
Cost of products sold (excluding depreciation and amortization)
(2)
180,345
80,396
178,884
77,679
Selling and administrative
19,236
10,907
18,602
10,565
Depreciation and amortization
16,259
836
13,224
730
Severance charge
6,019
—
—
—
Loss on disposal of assets
263
—
2
—
Segment (loss) income from operations
$
(
459
)
$
11,576
11,117
$
9,393
$
8,290
17,683
Reconciliation to (loss) income before income taxes
Corporate costs
(3)
(
9,222
)
(
10,688
)
Interest expense
(
8,552
)
(
8,750
)
Other income - net
(4)
1,349
2,600
(Loss) income before income taxes
$
(
5,308
)
$
845
(1)
The significant expense categories and amounts align with the segment-level information regularly provided to the CODM.
(2)
Cost of products sold (excluding depreciation and amortization) for the nine months ended September 30, 2025 includes employee-retention credits, which are refundable employer payroll taxes for certain eligible businesses affected by the COVID-19 pandemic received from the Internal Revenue Service (the “Employee-Retention Credits”) of $
735
for the FCEP ($
456
) and ALP ($
279
) segments.
(3)
Corporate costs represent the operating expenses of the corporate office and other costs not allocated to the segments.
(4)
Other income - net includes net pension and other postretirement income, gains and losses on foreign exchange transactions, unrealized gains and losses on Rabbi trust investments, and investment income.
(5)
FCEP segment loss from operations for the three and nine months ended September 30, 2025 includes charges for severance, accelerated depreciation and other exit costs of
$
3,069
and
$
9,819
, respectively, associated with exiting UES-UK and closing AUP.
24
Capital Expenditures
Depreciation and
Amortization Expense
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)
$
4,492
$
5,347
$
6,807
$
4,340
$
16,259
$
13,224
$
297,501
$
289,129
ALP
2,142
3,096
284
246
836
730
219,136
230,171
Corporate
—
—
—
—
—
—
7,776
11,596
Consolidated total
$
6,634
$
8,443
$
7,091
$
4,586
$
17,095
$
13,954
$
524,413
$
530,896
Long-lived Assets
(3)
Net Sales by
Geographic Area
(4)
(Loss) Income
Before Income Taxes
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)
$
215,836
$
235,785
$
67,334
$
59,556
$
188,957
$
202,236
$
192
$
837
$
541
$
(
181
)
Foreign
(6)
56,171
55,473
40,675
36,610
136,421
115,133
(
1,322
)
(
1,655
)
(
5,849
)
1,026
Consolidated total
$
272,007
$
291,258
$
108,009
$
96,166
$
325,378
$
317,369
$
(
1,130
)
$
(
818
)
$
(
5,308
)
$
845
(1)
Depreciation and amortization expense for the three and nine months ended September 30, 2025 includes accelerated depreciation of $
2,407
and $
3,061
, respectively, associated with exiting UES-UK and closing AUP.
(2)
Identifiable assets for the FCEP segment include investments in joint ventures of $
2,175
at September 30, 2025 and December 31, 2024. Identifiable assets for the ALP segment include asbestos-related insurance receivables of
$
124,947
and $
139,295
at September 30, 2025 and December 31, 2024, respectively. Identifiable assets for Corporate represent cash and cash equivalents and other items not allocated to reportable segments.
(3)
Long-lived assets exclude deferred income tax assets. Long-lived assets in the U.S. include noncurrent asbestos-related insurance receivables of $
109,947
and $
124,295
at September 30, 2025 and December 31, 2024, respectively. Foreign long-lived assets primarily represent assets of the foreign operations.
(4)
Net sales are attributed to the geographic areas based on the location of the customer. Sales to individual foreign countries were less than
10
% of consolidated net sales for each of the periods. The majority of foreign net sales for each of the periods is attributable to the FCEP segment.
(5)
Loss before income ta
xes for the U.S. for the three and nine months ended September 30, 2025 includes severance, accelerated depreciation and other exit costs approximating $
816
associated with closing AUP and for the
nine months ended September 30, 2025
includes Employee-Retention Credits of $
735
.
(6)
Loss before income taxes for foreign for the three and nine months ended September 30, 2025
includes charges for severance, accelerated depreciation and other exit costs of $
2,253
and $
9,003
, respectively, associated with exiting UES-UK.
25
ITEM 2 – MANAGEMENT’S DI
SCUSSION 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:
•
inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations as they become due;
•
economic downturns, cyclical demand for our products and insufficient demand for our products;
•
excess global capacity in the steel industry;
•
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;
•
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;
•
liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries;
•
inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support our growth strategy;
•
inoperability of certain equipment on which we rely;
•
increases in commodity prices or insufficient hedging against increases in commodity prices, reductions in electricity and natural gas supply or shortages of key production materials for us or our customers;
•
inability to satisfy the continued listing requirements of the New York Stock Exchange;
•
potential attacks on information technology infrastructure and other cyber-based business disruptions;
•
fluctuations in the value of the U.S. dollar relative to other currencies;
•
changes in the existing regulatory environment;
•
consequences of pandemics and geopolitical conflicts;
•
work stoppage or another industrial action on the part of any of our unions;
•
failure to maintain an effective system of internal control; and
•
those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by us, particularly in Item 1A, Risk Factors, in Part I of our Annual Report on Form 10-K for the year ended December 31, 2024.
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
in Statement of Operations
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,
2025
December 31,
2024
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:
•
Changes in foreign exchange gains and losses;
•
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;
30
•
Changes in unrealized gains in the market value of the Rabbi trust investments corresponding to the volatility in the financial markets; and
•
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.
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,
2025
December 31,
2024
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:
•
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;
•
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
•
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
•
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.
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:
•
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;
•
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;
•
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
•
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
•
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;
•
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
•
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.
Backlog decreased at September 30, 2025 from December 31, 2024 by $44,685 primarily due to:
•
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
•
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
•
Improved demand for FEP, which increased backlog at September 30, 2025 when compared to backlog at December 31, 2024 by approximately $1,000.
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,
2025
December 31,
2024
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:
•
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.
•
Higher net sales of heat exchange coils principally due to:
o
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
o
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
o
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.
•
Higher net sales of centrifugal pumps principally due to:
o
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
o
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.
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:
•
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
•
Employee-Retention Credits of $279 for the nine months ended September 30, 2025; offset by
•
Higher selling and administrative costs of approximately $500 and $300 for the three and nine months ended September 30, 2025, respectively, when compared to the three and nine months ended September 30, 2024.
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:
•
Air handling units increased approximately $7,320 primarily due to strong order activity in the pharmaceutical market;
•
Heat exchange coils increased approximately $1,881 primarily due to record order intake in the nuclear market; and
•
Centrifugal pumps increased approximately $1,240 primarily due to strong order activity in the U.S. Navy market.
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
(1)
Depreciation and amortization for the three and nine months ended September 30, 2025 includes accelerated depreciation of $2,407 and $3,061, respectively.
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
(1)
Corporate represents the operating expenses of the corporate office and other costs not allocated to the segments.
(2)
Depreciation and amortization expense for the FCEP segment for the three and nine months ended September 30, 2025 includes accelerated depreciation of
$2,407 an
d $3,061, respectively.
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:
•
Lower customer-related liabilities, net of change in investment in contract assets, of approximately $14,000 for the nine months ended September 30, 2025 versus the nine months ended September 30, 2024;
•
Higher net asbestos-related payments of $1,742 for the nine months ended September 30, 2025 versus the nine months ended September 30, 2024, primarily due to the prior year including reimbursement from an asbestos-related insurance carrier of pre-2024 costs of approximately $1,756, which reduced net asbestos-related payment for the nine months ended September 30, 2024 by the same amount;
•
Higher investment in trade working capital of approximately $550; offset by
•
Lower contributions to the U.S. defined benefit pension plan of approximately $2,153 for the nine months ended September 30, 2025 versus the nine months ended September 30, 2024;
•
Higher accrued payrolls and employee benefits of approximately $1,300 due to a combination of the outstanding severance charge as of September 30, 2025 offset by lower incentive-compensation for the nine months ended September 30, 2025 versus the nine months ended September 30, 2024; and
•
Lower income tax payments, net for the nine months ended September 30, 2025 versus the nine months ended September 30, 2024 of approximately $900.
Trade receivables at September 30, 2025 increased by approximately $10,400 when compared to trade receivables at December 31, 2024 primarily due to:
•
Higher sales in August and September of 2025 versus November and December of 2024, which increased trade receivables at September 30, 2025 when compared to December 31, 2024 by approximately $8,400 and
•
Higher exchange rates used to translate the trade receivables of the Corporation’s foreign subsidiaries into the U.S. dollar, which increased trade receivables at September 30, 2025 when compared to December 31, 2024 by approximately $2,300.
Inventories at September 30, 2025 increased by approximately $2,400 when compared to inventories at December 31, 2024 primarily due to:
•
Higher exchange rates used to translate the inventories of the Corporation’s foreign subsidiaries into the U.S. dollar, which increased inventories at September 30, 2025 when compared to December 31, 2024 by approximately $4,600; and
•
Timing of shipments and associated revenue recognition, particularly for air handling units, which increased inventories at September 30, 2025 when compared to December 31, 2024 by approximately $2,100; offset by
•
Lower in-process and finished goods inventories at September 30, 2025 versus December 31, 2024 of approximately $1,900; and
•
Lower raw material inventories at September 30, 2025 when compared to December 31, 2024 of approximately $2,400 principally due to the timing of production.
Accounts payable at September 30, 2025 increased by approximately $10,100 when compared to accounts payable at December 31, 2024 primarily due to:
•
Timing of payments and
•
Higher exchange rates used to translate the accounts payable of the Corporation’s foreign subsidiaries into the U.S. dollar, which increased accounts payables at September 30, 2025 when compared to December 31, 2024 by approximately $2,000.
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
•
Lower capital spend of approximately $855 by the FCEP segment primarily due to the completion of a significant capital equipment program during the second quarter of 2024;
•
Lower capital spend of approximately $954 by the ALP segment;
•
Higher government incentives, such as grants, of approximately $50 received by a division of the ALP segment for specific capital purchases; and
•
Higher proceeds from the sale of property, plant and equipment of approximately $287, which is attributable primarily to the sale of AUP equipment during the third quarter of 2025.
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:
•
Proceeds of $13,500 from the new Equipment Term Notes resulting from amending the Corporation's revolving credit facility in June 2025; offset by
•
Higher net repayments on the Corporation’s revolving credit facility of $6,694;
•
Higher repayment of debt principal of $861 in the current year;
•
No proceeds from the equipment financing facility in the current year, due to the completion of a significant capital equipment program during the second quarter of 2024, whereas the prior year included proceeds from the equipment financing facility of $1,692; and
•
Debt issuance costs of $891 incurred in connection with amending the Corporation's revolving credit facility.
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:
•
Outstanding swing loans as of September 30, 2025 of $2,030 whereas no swing loans were outstanding as of December 31, 2024. Swing loans are temporary advances under the revolving credit facility and short-term in nature. Accordingly, swing loans are classified as a current liability until the amount is either repaid, as customers remit payments, or, if elected by the Corporation, refinanced as a longer-term loan under the revolving credit facility.
•
Principal payments associated with the Equipment Term Notes which were entered into in June 2025.
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 QUALITAT
IVE 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 – OTHE
R 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
Ri
sk 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
adopted
or
terminated
a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' with each term being defined in Item 408(a) of Regulation S-K.
41
Item 6
E
xhibits
The following exhibits are filed as part of, or incorporated by reference into, this Form 10-Q.
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
SIGNAT
URES
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
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