FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003March 31, 2004
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 CORPORATION
Incorporated in Pennsylvania.
I.R.S. Employer Identification No. 25-1117717.
600 Grant Street, Pittsburgh, Pennsylvania 15219
Telephone Number 412/456-4400
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 X NO
On November 12, 2003, 9,647,497May 7, 2004, 9,707,497 common shares were outstanding.
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AMPCO-PITTSBURGH CORPORATION
INDEX
Page No.
Part I - Financial Information:
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets -
September 30, 2003March 31, 2004 and December 31, 20022003 3
Consolidated Statements of Operations -
Nine Months Ended September 30, 2003 and 2002;
Three Months Ended September 30,March 31, 2004 and 2003 and 2002 4
Condensed Consolidated Statements of Cash Flows-
NineThree Months Ended September 30,March 31, 2004 and 2003 and 2002 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 1413
Item 3 - Quantitative and Qualitative
Disclosures About Market Risk 1816
Item 4 - Controls and Procedures 1816
Part II - Other Information:
Item 1 - Legal Proceedings 1917
Item 5 - Other Information 1917
Item 6 - Exhibits and Reports on Form 8-K 1917
Signatures 2119
Exhibit Index 2220
Exhibits
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
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PART I - FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30,March 31, December 31,
2004 2003 2002
Assets
Current assets:
Cash and cash equivalents $ 43,434,23737,109,002 $ 27,743,64135,738,789
Receivables, less allowance for
doubtful accounts of $1,540,309$774,162 in
2004 and $542,594 in 2003 and $1,552,534 in 2002 35,289,309 38,791,89837,677,532 38,801,415
Inventories 45,848,464 47,083,99253,626,381 48,260,368
Other 7,702,593 6,685,1249,367,644 11,525,202
Total current assets 132,274,603 120,304,655137,780,559 134,325,774
Property, plant and equipment, at cost:
Land and land improvements 4,217,422 5,061,0534,220,267 4,219,403
Buildings 24,673,679 29,317,28625,139,368 25,148,729
Machinery and equipment 125,712,415 144,888,313
154,603,516 179,266,652130,653,281 130,015,316
160,012,916 159,383,448
Accumulated depreciation (88,762,166) (95,535,004)91,551,092 89,885,025
Net property, plant and equipment 65,841,350 83,731,64868,461,824 69,498,423
Prepaid pensions 23,745,859 23,039,26124,366,733 24,104,233
Goodwill 2,694,240 2,694,240
Other noncurrent assets 3,663,663 5,100,065
$228,219,715 $234,869,8693,490,049 3,500,869
$236,793,405 $234,123,539
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 10,200,05212,133,259 $ 12,109,26611,760,521
Accrued payrolls and employee benefits 8,082,561 8,413,6507,665,820 7,930,282
Other 14,458,784 14,200,88315,458,530 14,338,231
Total current liabilities 32,741,397 34,723,79935,257,609 34,029,034
Employee benefit obligations 16,068,557 16,304,60416,372,999 16,680,481
Deferred income taxes 19,365,077 19,825,06520,852,713 20,555,776
Industrial Revenue Bond debt 13,311,000 13,311,000
Other noncurrent liabilities 2,433,694 684,9954,129,242 5,002,033
Total liabilities 83,919,725 84,849,46389,923,563 89,578,324
Shareholders' equity:
Preference stock - no par value;
authorized 3,000,000 shares: none
issued - -
Common stock - par value $1; authorized
20,000,000 shares; issued and
outstanding 9,647,4979,707,497 in 2004 and
9,653,497 in 2003 and
9,632,497 in 2002 9,647,497 9,632,4979,707,497 9,653,497
Additional paid-in capital 103,157,130 103,005,928103,771,130 103,211,130
Retained earnings 39,585,828 45,970,37139,801,782 39,564,359
Accumulated other comprehensive loss (8,090,465) (8,588,390)(6,410,567) (7,883,771)
Total shareholders' equity 144,299,990 150,020,406
$228,219,715 $234,869,869146,869,842 144,545,215
Total liabilities and shareholders'
equity $236,793,405 $234,123,539
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
2004 2003
Nine Months Ended Sept 30, Three Months Ended Sept 30,
2003 2002 2003 2002
Net sales $132,383,635 $147,399,490 $ 43,358,20946,786,579 $ 47,854,21843,530,395
Operating costs and expenses:
Costs of products sold
(excluding depreciation) 103,928,965 114,448,925 34,214,123 37,309,73436,751,562 34,425,478
Selling and administrative 20,026,474 19,161,381 6,104,016 6,192,1286,807,279 6,804,875
Depreciation 4,740,501 4,817,987 1,540,738 1,563,274
Gain1,596,516 1,601,601
Loss on disposition of assets and businesses (16,377) (830,180) (7,523) (834,893)
Restructuring charges - 23,114 - 23,1148,968 8,450
Total operating expenses 128,679,563 137,621,227 41,851,354 44,253,357expense 45,164,325 42,840,404
Income from operations 3,704,072 9,778,263 1,506,855 3,600,8611,622,254 689,991
Other income (expense) income::
Interest expense (252,459) (297,103) (89,136) (125,968)(61,066) (93,417)
Other - net (264,974) 174,409 (27,504) (68,360)
(517,433) (122,694) (116,640) (194,328)243,385 (151,913)
182,319 (245,330)
Income from continuing operations
before income taxes 3,186,639 9,655,569 1,390,215 3,406,5331,804,573 444,661
Income tax provision 1,558,000 4,171,000 489,000 1,542,000596,000 292,000
Income from continuing operations 1,628,639 5,484,569 901,215 1,864,5331,208,573 152,661
Discontinued operations:
LossIncome from operations including
loss on disposal of $4,600,212
in 2003 (5,356,228) (1,324,256) (5,166,425) (899,317)- 80,912
Income tax benefit 234,295 426,000 184,295 302,000
(5,121,933) (898,256) (4,982,130) (597,317)provision - 37,000
- 43,912
Net (loss) income before
cumulative effect of change
in accounting for goodwill (3,493,294) 4,586,313 (4,080,915) 1,267,216
Cumulative effect of change in
accounting for goodwill, net of
income taxes of $1,558,269 - (2,893,931) - -
Net (loss) income $(3,493,294)$1,208,573 $ 1,692,382 $(4,080,915) $ 1,267,216196,573
Basic and diluted earnings per
common share:
Net incomeIncome from continuing operations $ 0.170.12 $ 0.57 $ 0.09 $ 0.19
Net loss0.02
Income from discontinued
operations $ (0.53) $ (0.09) $ (0.51) $ (0.06)
Cumulative effect of change
in accounting for goodwill $ - $ (0.30) $ - $ -
Net (loss) income $ (0.36)0.12 $ 0.18 $ (0.42) $ 0.130.02
Cash dividends declared per share $ 0.30 $ 0.30 $ 0.10 $ 0.10
Weighted average number of common
shares outstanding 9,633,695 9,621,822 9,636,0519,682,398 9,632,497
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NineThree Months Ended September 30,March 31,
2004 2003 2002
Net cash flows provided by (used in)
operating activities $ 7,387,550 $ 15,014,6032,170,311 $(2,281,295)
Cash flows from investing activities:
Purchases of property, plant
and equipment (3,910,858) (4,366,189)(1,298,682) (970,280)
Proceeds from sale of businesses 14,600,000 1,129,950500,000 -
Proceeds from grant 922,500 -
Proceeds from sale of assets 12,485 1,469,71918,075 -
Investing activities of discontinued
operations - (217,120)
Net cash flows provided by (used in)
investing activities 10,701,627 (1,766,520)141,893 (1,187,400)
Cash flows from financing activities:
Proceeds from the issuance of
common stock 166,202 238,925550,000 -
Dividends paid (2,889,749) (2,885,029)(965,750) (963,250)
Net cash flows (used in) financing
activities (2,723,547) (2,646,104)(415,750) (963,250)
Effect of exchange rate changes on cash
and cash equivalents 324,966 360,304(526,241) 12,767
Net increase (decrease) in cash and
cash equivalents 15,690,596 10,962,2831,370,213 (4,419,178)
Cash and cash equivalents at
beginning of period 27,743,641 13,514,29935,738,789 27,788,798
Cash and cash equivalents at
end of period $ 43,434,23737,109,002 $ 24,476,58223,369,620
Supplemental information:
Income tax payments $ 218,19152,440 $ 802,450115,215
Interest payments $ 256,40464,462 $ 283,500
Noncash investing and financing activities - see Note 11.82,349
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Consolidated Financial Statements
The consolidated balance sheet as of September 30, 2003,March 31, 2004, the
consolidated statements of operations for the nine and three months ended
September 30,March 31, 2004 and 2003 and 2002 and the condensed consolidated
statements of cash flows for the ninethree months ended September 30,March 31,
2004 and 2003 and 2002 have been prepared by Ampco-
PittsburghAmpco-Pittsburgh Corporation
(the Corporation) without audit. In the opinion of management,
all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position,
results of operations and cash flows for the periods presented
have been made.
Certain amounts for the preceding periods have been reclassified
for comparability with the 2003 presentation. In addition,
certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with
accounting principles generally accepted accounting principlesin the United States of
America have been condensed or omitted. In addition, the
Corporation sold the stock of its Plastics Processing Machinery
segment in 2003 (see Note 9) which was accounted for as a
discontinued operation. Accordingly, the results of operations
for this segment for the prior period have been reclassified and
presented net of tax in the accompanying consolidated statements
of operations. These consolidated financial statements should be
read in conjunction with the consolidated financial statements
and notes thereto incorporated by reference in the Corporation's
annual report to shareholders on Form 10-K for the year ended
December 31, 2002.2003. The results of operations for the nine and three
months ended September 30, 2003March 31, 2004 are not necessarily indicative of
the operating results expected for the full year.
2. Restructuring
In the third quarter of 2002, the Corporation made permanent
reductions in manning levels at several of its operations and
initiated the closure of its leased Plastics Processing
Machinery facility in South Carolina. An initial restructuring
provision of $1,337,000 for costs associated with these efforts
was recorded and as of December 31, 2002, approximately $167,000
remained outstanding. Restructuring activity for 2003 was as
follows:
(in thousands)
December 31, September 30,
2002 Paid Other 2003
Employee costs $ 157 $( 140) $(17) $ -
Costs associated with
closure of leased
facility 10 (8) (2) -
$ 167 $ (148) $(19) $ -
3. Goodwill
Effective January 1, 2002, the Corporation adopted the
provisions of Statement of Financial Accounting Standard (SFAS)
No. 142, "Goodwill and Other Intangible Assets" resulting in an
after-tax write off of
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goodwill amounting to $2,894,000 in the first quarter of 2002
relating to the now-sold Plastics Processing Machinery segment
(see Note 11). There have been no subsequent changes in the
carrying amount of remaining goodwill, which relates to the Air
and Liquid Processing segment.
4. Inventories
At September 30, 2003March 31, 2004 and December 31, 2002,2003, approximately 71%67% and
70%, respectively, of the inventories were valued on the LIFO
method, with the remaining inventories being valued on the FIFO
method. Inventories were comprised of the following:
(in thousands)
September 30,March 31, December 31,
2004 2003 2002
Raw materials $12,040 $12,836$13,164 $11,803
Work-in-process 20,329 23,21625,258 23,392
Finished goods 8,463 5,9439,669 7,894
Supplies 5,016 5,089
$45,848 $47,084
5.5,535 5,171
$53,626 $48,260
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3. Other Current Liabilities
Other current liabilities were comprised of the following:
(in thousands)
September 30,March 31, December 31,
2004 2003 2002
Customer-related $ 5,6885,718 $ 6,2985,674
Forward exchange contracts 2,393 2,335
Other 8,771 7,903
$14,459 $14,2017,348 6,329
$15,459 $14,338
Included in customer-related liabilities are costs expected to
be incurred with respect to product warranties. There have been
no significant changes in the liability for product warranty
claims for the nine and three months ended September 30, 2003.
6.March 31, 2004.
4. Comprehensive Income (Loss) Income
The Corporation's comprehensive income (loss) income for the nine and three
months ended September 30,March 31, 2004 and 2003 and 2002 consisted of:
(in thousands)
Nine Months Three Months
Ended Sept 30, Ended Sept 30,March 31,
2004 2003
2002 2003 2002
Net (loss) income $(3,493) $1,692 $(4,081) $1,267$ 1,208 $ 197
Foreign currency translation 722 1,944 172 540928 (217)
Minimum pension liability (385) 7
Unrealized holding gains (losses)
on marketable securities 6 (375) (20) (240)2 (93)
Change in fair value of derivatives (230) (119) 62 (151)928 (103)
Comprehensive income (loss) income $(2,995) $3,142 $(3,867) $1,416
- 7 -
7.$ 2,681 $ (209)
5. Foreign Exchange
Certain of the Corporation's operations are subject to risk from
exchange rate fluctuations in connection with sales in foreign
currencies. To minimize this risk, forward foreign exchange
contracts are purchased which are designated as fair value
hedges or cash flow hedges. As of September 30, 2003,March 31, 2004, approximately
$21,500,000$37,196,000 of anticipated foreign denominated sales has been
hedged with the underlying contracts settling at various dates
beginning in 20032004 through September 2006.January 2009. As of September 30, 2003,March 31, 2004,
the fair value of contracts expected to settle within the next
12 months, which is recorded in other current liabilities,
approximated $1,086,000$2,393,000 and the fair value of the remaining
contracts, which is recorded in other noncurrent liabilities,
approximated $551,000.$1,274,000. The change in the fair value of the
contracts designated as cash flow hedges is recorded as a
component of accumulated other comprehensive loss and
approximated $(871,000)$(1,487,000), net of taxes, as of September
30, 2003.March 31, 2004.
The change in fair value will be reclassified into earnings when
the projected sales occur with approximately $(540,000)$(802,000), net of
taxes, expected to be released to earnings within the next 12
months. During the three months ended March 31, 2004 and 2003,
- 7 -
approximately $(464,000) and $(239,000) was released into earnings.
Gains (losses) on foreign exchange transactions approximated
$(301,000)$222,000 and $140,000 for the nine months ended September 30,
2003 and 2002 respectively and $(56,000) and $(110,000)$(163,000) for the three months ended September 30,March 31,
2004 and 2003, and 2002 respectively.
In addition, one of the Corporation's subsidiaries is subject to
risk from increases in the price of a commodity used in the
production of inventory. To minimize this risk, futures
contracts are entered into which are designated as cash flow
hedges. At September 30, 2003,March 31, 2004, approximately 100% or $1,618,000$1,932,000 of
anticipated commodity purchases over the next 12 months is
hedged. The fair value of the contracts expected to settle
within the next 12 months approximated $109,000$806,000 and the fair
value of the remaining contracts approximated $4,000$12,000 as of
September 30, 2003.March 31, 2004. The change in the fair value of the contracts
is recorded as a component of accumulated other comprehensive
loss and approximated $68,000,$490,000, net of taxes, as of September 30, 2003.March 31,
2004. The change in the fair value will be reclassified into
earnings when the projected sales occur with approximately
$65,000,$483,000, net of taxes, expected to be released to earnings
within the next 12 months.
8.6. Pension and Other Postretirement Benefits
No contributions were made to the U.S. pension benefit plans
during the three months ended March 31, 2004. Contributions to
the foreign pension plan approximated $130,000 and net payments
for other postretirement benefits approximated $79,000 for the
three months ended March 31, 2004.
Net periodic pension and other postretirement costs include the
following components for the three months ended March 31, 2004
and 2003:
(in thousands)
U.S. Foreign Other
Pension Pension Postretirement
Benefits Benefits Benefits
2004 2003 2004 2003 2004 2003
Service cost $ 518 $ 537 $ 277 $ 200 $ 60 $ 55
Interest cost 1,658 1,701 464 339 196 195
Expected return on
plan assets (2,553)(2,705) (437) (337) - -
Amortization of
prior service
cost (benefit) 147 136 194 140 (137) (137)
Actuarial
(gain) loss (30) - - - 39 13
Net benefit
(income) cost $ (260)$ (331) $ 498 $ 342 $ 158 $ 126
7. Earnings Per Share
Basic earnings per share are computed by dividing net income from
continuing operations, net lossincome from discontinued operations, cumulative effect of change in accounting for
goodwill, and
net (loss) income by the weighted average number of common shares
outstanding for the period. The weighted average number of
common shares outstanding for the nine and
three months ended September 30,March 31,
2004 and 2003 equaled 9,633,695 and
9,636,051 shares, respectively, and for the nine and three
months ended September 30, 2002 equaled 9,621,8229,682,398 and 9,632,497 shares,
respectively.
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The computation of diluted earnings per share is similar to
basic earnings per share except that the denominator is
increased to include
- 8 - the dilutive effect of the net additional
common shares that would have been outstanding assuming exercise
of outstanding stock options, calculated using the treasury
stock method. The weighted average number of common shares
outstanding assuming exercise of the stock options was 9,692,9249,748,644
and 9,687,2129,688,242 shares for the nine and three months ended September 30,March 31, 2004
and 2003, respectively,
and 9,647,731 and 9,654,590 shares for the nine and three months
ended September 30, 2002, respectively.
9.8. Business Segments
Presented below are the net sales and income (loss) before taxes for
the Corporation's two business segments.
In August 2003,
the Corporation sold the stock of its plastics processing
machinery group. The transaction is accounted for as a
discontinued operation, accordingly, the net sales and income
(loss) before taxes for this group have been removed from the
segment information below. In addition, in the fourth quarter
2002, the Corporation began evaluating the performance of its
segments based solely on income from operations without an
allocation of corporate expenses to give it the ability to focus
on actual operating performance for each of the segments. Prior
year information has been restated to conform to the 2003
presentation.
(in thousands)
Nine Months Ended
Three Months Ended
September 30, September 30,March 31,
2004 2003 2002 2003 2002
Net Sales:
Forged and Cast Rolls $ 78,94829,771 $ 74,276 $ 26,560 $ 24,35324,798
Air and Liquid Processing 53,436 73,123 16,798 23,50117,016 18,732
Total Reportable Segments $132,384 $147,399 $ 43,35846,787 $ 47,85443,530
Income (loss) before taxes:
Forged and Cast Rolls $ 4,4341,720 $ 3,414 $ 1,637 $ 1,516957
Air and Liquid Processing 2,917 9,799 1,054 3,1081,117 1,028
Total Reportable Segments 7,351 13,213 2,691 4,6242,837 1,985
Other expense, including
corporate costs - net (4,164) (3,558) (1,301) (1,217)(1,032) (1,540)
Total $ 3,1871,805 $ 9,655 $ 1,390 $ 3,407445
Income (loss) before taxes for the Forged and Cast Rolls
segment for the nine and three months ended September 30, 2002
includes a net restructuring credit of $188,000 and a net gain
on the disposition of assets and businesses of approximately
$830,000. Income (loss) before taxes for the Air and Liquid Processing segment
for the nine and three months ended September 30,March 31, 2004 and 2003 includes
approximately $1,442,000$475,000 and $328,000, respectively, of$529,000 for legal and case
management costs associated with the
asbestosfor personal injury claims litigation related
to asbestos-containing product and indemnity payments not
expected to be recovered from insurance recovery litigationcarriers (see Note 12)10).
9. Acquisitions and for the nine and three months ended September 30, 2002 includes
restructuring charges of $211,000.
- 9 -
10.Investment in Joint Venture
Effective January 2003, the U.K. cast roll operation entered
into an agreement to sell technical know-how to a newly created
joint venture in China. In addition to cash proceeds, the U.K.
operations received an interest in the joint venture, the value
of which is not material. The Corporation has no involvement in
the day-to-day activities of the joint venture and no
additional exposure exists as a result of its involvement
therewith. The purpose of the joint venture is to improve
technology and the sale of cast rolls in China.
11. Divestitures
The plastics industry is in its third year of poor demand and
low levels of capital investment. With the outlook continuing
to be uncertain, the Corporation sold the stock of the New Castle Industries, Inc.
group of companies constituting its small Plastics Processing
Machinery segment on August 15, 2003. The transaction is recorded as a discontinued operation and
presented net of tax in the accompanying financial statements.
A loss on disposal of approximately $4,600,000 comprised of a
loss on sale of $2,000,000, curtailment and settlement of
existing pension obligations of $500,000 and a provision for
environmental remediation of $2,100,000 (see Note 12) was
recognized. In addition, the resultsResults of operations for
current
and prior year periodsthe first quarter of 2003 for this segment of approximately
$(756,000) and $(566,000) for the nine and three months ended
September 30, 2003, respectively, and $(1,324,000) and
$(899,000) for the nine and three months ended September 30,
2002, respectively,$81,000 have been reclassified to discontinued operations. Net
sales for this segment approximated $15,002,000 and $2,602,000$6,149,000 for the nine and three months ended
September 30, 2003, respectively, and $18,801,000 and
$6,124,000 for the nine and three months ended September 30,
2002, respectively.first
quarter of 2003.
In connection with the sale, the Corporation provided typical
representations and warranties to the buyer, which primarily
expire with the statutes of limitations. Losses suffered by the
buyer as a result of the Corporation's breach of representations
and warranties are reimbursable by the Corporation up to
approximately $2,000,000. The Corporation believes no additional
amounts will become due as a result of a breach.
The sales price approximated $16,000,000, subjectCorporation continues to post-
closing adjustments. Of the proceeds, $14,600,000 was received
at closing and $1,000,000 was collected in October 2003. The
balance is in the formevaluate potential acquisitions to
ensure that long-term objectives of a promissory note and due no later
than the second quarter of 2006 with interest at the prime
rate, payable quarterly. As of August 15, 2003 and December
31, 2002, assets for the segment approximated $24,000,000 and
$25,000,000, respectively, and liabilities approximated
$6,000,000 and $5,500,000, respectively,achieving maximum shareholder
value are met.
- 109 -
comprised of the following major categories:
(in thousands)
August 15, December 31,
2003 2002
Current assets $ 6,300 $ 6,600
Property, plant and equipment,
net 16,100 16,900
Non-current assets 1,600 1,500
$24,000 $25,000
Current liabilities $ 2,600 $ 2,600
Non-current liabilities 3,400 2,900
$ 6,000 $ 5,500
In June 2002, the Corporation sold the net assets, excluding
primarily trade receivables and payables, of Formet, Ltd., its
small metals forging business in England for approximately its
net book value or $1,308,000. A loss of approximately $240,000
was recognized relating primarily to the release of foreign
currency translation losses previously recorded as a component
of accumulated other comprehensive loss. A portion of the
proceeds plus interest were payable subsequent to the sale, all
of which has since been collected.
12.Litigation10. Litigation and Environmental Matters (claims not in thousands)
The Corporation and its subsidiaries are involved in various
claims and lawsuits incidental to their businesses. In addition,
claims have been asserted alleging personal injury from exposure
to asbestos-containing components historically used in some
products of certain of the Corporation's subsidiaries. As of September 30, 2003, thoseThose
subsidiaries, and in some cases, the Corporation, wereare defendants
(among a number of defendants, typically over 50 and often over
100) in cases filed in various state and federal courts involving
approximately 17,950 claimants. Mostcourts. The
following table reflects information about these cases:
For the three
months ended
March 31,
2004
Approximate open claims at end of 21,000
period
Gross settlement and defense $651
costs (in 000's)
Claims settled without payment 176
during period
Of the 21,000 claims open, over 15,000 were made in a small number ofsix lawsuits
filed in Mississippi in 20022002. Substantially all settlement and
2003. The filings do not typically identify specific products
as a source of asbestos exposure. The Corporation's agreed
gross settlement costs, including
defense costs in the third
quarter of 2003above table were approximately $213,000 and for the year to
date were approximately $1,116,000, substantially all of which
is coveredpaid by insurance. Twenty-two cases, involving 33
claimants, have been settled in the third quarter of 2003
without any payment bringing the total for the year to date to
ninety-one cases, involving 152 claimants, being settled
without any payment.insurers.
On February 7, 2003, Utica Mutual Insurance Company ("Utica")
filed a lawsuit in the Supreme Court of the State of New York,
County of Oneida ("Oneida County Litigation") against the
Corporation and certain of the subsidiaries named in the
underlying asbestos actionactions (the "Policyholder Defendants") and
three other insurance carriers that provided primary coverage to
the Corporation (the "Insurer Defendants"). In the lawsuit,
Utica disputesdisputed certain coverage obligations to the Policyholder
Defendants and assertsasserted that the Insurer Defendants also havehad
defense and indemnity obligations to the Policyholder Defendants.
The lawsuit seeks a declaratory judgment
- 11 -
and recoupment of amounts already paid. The Policyholder
Defendants answered Utica's complaint, denying that Utica was
entitled to the relief it requested against them, and asserting
counterclaims against Utica.
As of June 27,November 24, 2003, the Policyholder Defendants and Utica
entered into a Defense and Indemnity Agreement with Respect to
Asbestos-Related Bodily Injury Claims ("Coverage Agreement")
settling most of the issues raised inhad settled the Oneida County Litigation. UnderLitigation as among themselves,
although the Coverage Agreement,Oneida County Litigation remained pending because
settlement had not been reached with all of the Insurer
Defendants. Pursuant to the settlement, Utica has accepted financial
responsibility, subject to the limits of its policies and based
on fixed defense percentages and specified indemnity allocation
formulas, for a substantial majority of the asbestos personal
injury claims arising out of exposure to alleged asbestos-containingasbestos-
containing components in products distributed by the Policyholder
Defendants.Defendants that are subsidiaries of the Corporation. Utica's
agreed share of such defense and indemnification costs varies
depending upon the alleged asbestos-containing product at issue,
whether UticaUtica's primary or umbrella policies are responsible for
the claims and, for indemnification costs only, the years of the
claimant's exposure to asbestos.
UnderOn January 23, 2004, Utica sought the Agreement,court's approval to file an
amended complaint seeking additional relief against the
Policyholder
- 10 -
Defendants that is substantially identical to the relief Utica
andseeks against those defendants in a separate lawsuit filed by
Howden Buffalo, Inc. ("Howden") in the United States District
Court for the Western District of Pennsylvania (the "Pennsylvania
Litigation") that is described below. Utica also sought to add
Howden as a defendant in the Oneida County Litigation. On
February 23, 2004, the Policyholder Defendants will
continuefiled an
opposition to litigateUtica's attempt to seek additional relief against
them in the effect, if any,Oneida County Litigation, and filed a separate motion
to dismiss them from that litigation with prejudice. Both issues
are currently pending before the Court.
On November 25, 2003, Howden filed the Pennsylvania Litigation
against the Corporation, Utica and two of an exclusion
addressing products liabilitythe Insurer Defendants
(with Utica, the "Howden Insurer Defendants"). Howden alleges
that (1) Buffalo Forge Company, a former subsidiary of the
Corporation, or its predecessors (collectively or individually,
"Buffalo Forge") had rights in certain policies issued by the
Howden Insurer Defendants; (2) those rights were transferred in
the 1993 transaction whereby the Corporation sold all of the
capital stock of Buffalo Forge to Howden Group America, Inc. and
Howden Group Canada, Ltd.; and (3) those rights currently reside
in Howden, as successor to Buffalo Forge. In the lawsuit, Howden
is seeking a judicial determination of the rights and duties of
the Corporation and the Howden Insurer Defendants under those
policies with respect to salesasbestos-related personal injury claims
asserted against Howden arising from the historical operations of
Buffalo Forge, as well as monetary damages from Utica as a result
of its denial of Howden's rights under policies it issued that
allegedly covered Buffalo Forge. The Corporation intends to
defend the lawsuit vigorously, and has asserted a counterclaim
against Howden. If Howden is successful in this lawsuit and
obtains coverage from the Howden Insurer Defendants, however, any
insurance recovery obtained by Howden under those policies could
erode, in whole or in part, the applicable coverage limits, which
would reduce or eliminate coverage amounts that otherwise may be
available to the United States government contained in certain Utica primaryCorporation under those policies.
As one of the Howden Insurer Defendants, Utica has agreed, however,filed a cross-
claim against the Corporation, and a third-party complaint
against two of its subsidiaries, seeking a declaratory judgment
that, any claims precludedto the extent Utica has defense or indemnity obligations to
Howden: (1) Utica is entitled to contribution, subrogation and
reimbursement from coveragethe Corporation or its subsidiaries with
respect to defense and indemnity payments paid on behalf of the
Corporation or its subsidiaries; and (2) the Corporation and its
subsidiaries have no rights under the primary policies containing the
exclusion will be covered under the umbrella policiesinsurance contracts issued
by Utica. Under certainUtica to Buffalo Forge. The Corporation believes that Utica's
cross-claim and third party claims, as well as the similar relief
Utica now seeks in the Oneida County Litigation, are barred by a
release provided in the settlement of the umbrella policies, defense costs
expended on covered claims will erodeOneida County
Litigation and are otherwise without merit, and has asserted that
position in both lawsuits. If Utica is successful in obtaining
the policy limits, in
contrastdeclaratory relief it seeks, it could eliminate insurance
coverage provided to the primary policies where only indemnity costs
erodeCorporation by Utica.
The Corporation believes it has meritorious defenses to the
policy limits.
Also under the Agreement, Utica has agreed to front, for a
period of one year, all defenseHowden lawsuit and indemnification costs for
the covered claims, subject to a right of recovery from the
relevant subsidiaries, under specified conditions, if the
Insurer Defendants ultimately do not participate in the funding
of such costs. No settlement has been reached by Utica with
the Insurer Defendants.
BasedUtica's cross claims. In addition, based on
the Corporation's claims experience to date with the underlying
asbestos claims, the available insurance coverage and the
identity of the subsidiaries that are named in the cases, the
Corporation believes that the pending legal proceedings will not
have a material adverse effect on its consolidated financial
condition or liquidity. The
- 11 -
outcome of
any of the particular lawsuits, however, could be material to the
consolidated results of operations of the period in which the
costs, if any, are recognized.
There can be no assurance that the Corporation or certain of its
subsidiaries will not be subjected to significant additional
claims in the future or that the Corporation's or its
subsidiaries' ultimate liability with respect to these claims
will not present significantly greater and longer lasting
financial exposure than presently contemplated. Although it is probable that future costs will be incurred, the
amounts cannot reasonably be estimated. Accordingly, theThe Corporation
has not made an accrual for such costs in its financial statements.statements to reflect its
estimated share of costs for pending asbestos claims, based on
deductible and similar features of its relevant insurance
policies. In addition, the Corporation has retained
a law firm to advise itincurred uninsured legal
costs in connection with advice on allcertain matters pertaining to
these asbestos cases including insurance litigation and other
issues. As a result,
together withThose costs relatedamounted to the Oneida County Litigation,
the Corporation incurred uninsured
- 12 -
legal costs approximating $340,000approximately $500,000 in the
thirdfirst quarter and
$1,610,000 yearof 2004 in comparison to date. The Corporation expects$600,000 for the levelfirst
quarter of
these expenses to continue to reduce towards year end but are
likely to aggregate in excess of $1,800,000 for 2003.
With respect to environmental matters, the Corporation is
currently performing certain remedial actions in connection with
the sale of real estate previously owned and has been named a
Potentially Responsible Party at one third-party landfill site
used by a division whichthat was previously sold. In addition, as a
result of the sale of the Plastics Processing Machinery segment,
the Corporation retained the liability to remediate certain
environmental contamination at two of the sold locations and has
agreed to indemnify the buyer against third-party claims arising
from the discharge of certain contamination from one of these
locations at a cost estimate of $2,100,000 which will be paid
over several years.years and was provided for in the third quarter of
2003. 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.
However, in the opinion of management, the potential liability
for all environmental proceedings based on information known to
date has been adequately reserved.
13.Recently Issued Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 46, "Consolidation of Variable
Interest Entities" (FIN 46) and continues to issue interpretive
guidance. The effective date for calendar year corporations
has been deferred until December 31, 2003. FIN 46 currently
requires existing unconsolidated variable interest entities to
be consolidated by their primary beneficiary if the entities do
not effectively disperse risks among the various parties
involved. The Corporation will continue to evaluate the impact
of FIN 46 and its related amendments on the accounting of its
small, non-recourse interest in the China joint venture.
In April 2003, SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (SFAS No. 149)
was issued codifying decisions previously made by the
Derivatives Implementation Group and in connection with other
FASB projects relating to financial instruments. SFAS No. 149
is effective for contracts entered into or modified after June
30, 2003 and has not had a significant impact on the financial
condition and results of operations of the Corporation.
In May 2003, SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and
Equity" (SFAS No. 150) was issued which establishes standards
for classifying and measuring certain financial instruments
with characteristics of both liabilities and equity. SFAS No.
150 was effective for the Corporation on July 1, 2003 and did
not have a significant impact on the financial condition and
results of operations of the Corporation.
- 1312 -
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
The Executive Overview of Management's Discussion and Analysis
should be read in conjunction with the consolidated financial
statements and notes thereto incorporated by reference in Ampco-
Pittsburgh Corporation's (the Corporation) annual report to
shareholders on Form 10-K for the year ended December 31, 2003.
The Corporation operates in two business segments - the Forged and
Cast Rolls segment and the Air and Liquid Processing segment. The
Corporation's businesses are cyclical and have been affected by the
severe downturn in the economy and lack of capital spending by the
manufacturing sector.
The improvement in demand from the global steel industry for forged
and cast rolls, which began in latter part of 2003, resulted in the
segment having its largest backlog (unfilled orders on hand) for
many years. The weakening of the dollar and the British pound
particularly in relation to the Euro has improved export sales.
The exception being the weaker dollar to the British pound which
has adversely impacted sales from the United Kingdom to U.S.
customers. Escalation in the price of steel scrap and alloys to
unprecedented levels together with the high cost of natural gas has
significantly reduced margins. Although raw material surcharges
and price increases have been implemented on new orders, margins
will not improve until the latter part of 2004 due to the existing
high level of backlog.
Because of long lead times for products, the Air and Liquid
Processing segment was not affected by the weak economy until 2003.
Similarly, any rebound in the economy will not immediately improve
operating results. In particular, demand for lube oil pumps is
expected to remain at low levels for the foreseeable future due to
an oversupply of gas turbines in the market. The segment is also
being impacted by an escalation in commodity prices and because of
severe competition only a portion can be passed onto customers. A
significant increase in capital spending is necessary before
earnings will improve.
Operations for the Nine and Three Months Ended September 30,March 31, 2004 and 2003
and 2002
The plastics industry is in its third year of poor demand and low
levels of capital investment. With the outlook continuing to be
uncertain, the Corporation sold the stock of the New Castle
Industries, Inc. group of companies constituting its small Plastics
Processing Machinery segment on August 15, 2003. The transaction
is recorded as a discontinued operation and presented net of tax in
the accompanying financial statements. Results for current and
prior year periods for this segment have been reclassified to
discontinued operations.
Net Sales. Net sales for the nine months ended September 30, 2003
and 2002 were $132,384,000 and $147,399,000, respectively, and for
the three months ended September 30, 2003 and 2002,March 31, 2004
were $43,358,000 and $47,854,000, respectively.$46,787,000 compared to $43,530,000 for the same period of
2003. A discussion of year-to-
date and thirdthe first quarter sales for the
Corporation's two segments is included below. Order backlogsBacklog approximated
$105,967,000$133,331,000 at September 30, 2003March 31, 2004 in comparison to $100,922,000$112,923,000 at
December 31, 2002, adjusted to exclude backlog for2003 with improvement at each of the Plastics Processing
Machinery segment. The improvement is due primarily to an increase
in backlog for the Forged and Cast Rolls segment offset by a
decline in backlog for the Air and Liquid Processing segment.segments.
Costs of Products Sold. Costs of products sold, excluding
depreciation, were 78.5%remained consistent at 78.6% and 77.6% of net sales for the nine months
ended September 30, 2003 and 2002, respectively, and 78.9% and
78.0%79.1% of net sales
for the three months ended September 30,March 31, 2004 and 2003, and 2002, respectively. The increase is due to product mix and
depressed pricing as well as higher raw material and natural gas
costs particularly for the Forged and Cast Rolls segment.
Selling and Administrative. Selling and administrative expenses
were comparable for the nine and three months ended September 30, 2003 includes
approximately $1,610,000March 31, 2004 and $340,000, respectively, of legal costs
incurred for case management and insurance recovery lawsuits filed
in connection with asbestos-containing products manufactured
decades ago. Lower labor and fringe benefit costs resulting from a
net reduction in the number of employees in 2003 in comparison to
2002 partially offset these legal costs.2003.
- 13 -
Income from Operations. Income from operations for the nine and
three
months ended September 30, 2003March 31, 2004 approximated $3,704,000 and
$1,507,000, respectively,$1,622,000 in comparison
to $9,778,000 and
$3,601,000$690,000 for the same periodsperiod of the prior year. A discussion of
year-to-date and thirdfirst quarter results for the Corporation's two segments is
included below.
Forged and Cast Rolls. Sales and operating income for the nine and
three
months ended September 30, 2003March 31, 2004 were better than the comparable prior
year periods. Strong bookings and a healthierperiod. A strong backlog contributed significantly to the increase in
sales, which
includedincluding an improvement in the level of export sales byfor the U.S.
operations. Additional commission expense due to the larger
content ofwhich
have been aided by favorable foreign sales as well asexchange rates. Significantly
higher
- 14 - natural gas and raw material costs offsethave negatively impacted
operating results. Backlog approximated $97,403,000 as of March
31, 2004 in comparison to $79,515,000 as of March 31, 2003. The
increase is reflective of the expected increase to
domestic operating income. For the U.K. operations, depressed
pricing and increasesimprovement in raw material and other costs reduced the
benefit arising from the third quarter 2002 restructuring. The
sale of technical know-how has added approximately $1,500,000 of
additional income for 2003 year to date. Operating income for the
nine and three months ended September 30, 2002 includes a net gain
on the disposition of assets and businesses of approximately
$830,000 and a net restructuring credit of $188,000. Backlog of
ordersdemand for both the
U.S. and U.K. operations has increased from a
year ago, reflectiveand closure of the improvement in export sales. Pricing
and margins, however, remain depressed. The financial weakness of
the domestic steel industry continues to be of concern.several foreign
competitors.
Air and Liquid Processing. SalesDespite the decrease in sales for the nine and
three months ended September 30, 2003, decreased 27% and 29% to $53,436,000 and
$16,798,000, respectively,March 31, 2004 against the comparable prior year
periods while operating income declinedperiod, earnings improved slightly due to approximately one-thirdan increase in shipments
of thatreplacement pumps parts. However, reduced spending in the
prior year. Eachconstruction markets and for capital equipment resulted in lower
sales of the operating units has been
severely impacted by the fragile economy. Specifically, a dramatic
reduction in demand for power generation equipment products has
negatively affected the pumps business. In addition, lack of
industrial and construction spending and increased competition for
the air handling units and coil businesses has impaired results.heat exchange equipment. The
segment was alsoadversely impacted by legal and case management costs
for personal injury claims litigation related to asbestos-
containing product and indemnity payments not expected to be
recovered from insurance carriers of approximately $1,442,000$475,000 and
$328,000$529,000 for the year to datefirst quarter of 2004 and quarter,
respectively, relating to case management and insurance recovery
lawsuits filed in connection with asbestos-containing products
manufactured decades ago. In comparison, earnings for the nine and
three months ended September 20, 2002 include restructuring charges2003, respectively.
Backlog approximated $35,928,000 as of $211,000. Backlog of orders has declined significantly from a
year ago.
Other (Expense) Income. Interest expense for the nine and three
months ended September 30, 2003 decreasedMarch 31, 2004 in comparison
to $29,095,000 as of March 31, 2003; the prior year dueincrease is attributable
to one large contract for air handling units.
Other Income (Expense). The fluctuation in other income (expense)
is attributable primarily to repayment of $1,350,000 of industrial
revenue bondsforeign exchange gains realized in the
fourthfirst quarter 2004 principally due to the strengthening of 2002. Other (expense)
income for the
nine months ended September 30, 2003 and 2002
approximated $(265,000) and $174,000, respectively, dueBritish pound against the dollar in comparison to losses on foreign
exchange transactions in 2003 versus gains earned in
2002. Other (expense) income for the three months ended September
30, 2003 and 2002 approximated $(28,000) and $(68,000),
respectively. The change is due primarily to lower losses on
foreign exchange transactions in 2003 against 2002.2003.
Income Taxes. The effective tax rate for continuing operations for
the ninethree months ended September 30, 2003March 31, 2004 approximated 48.9%33.0% in
comparison to 43.2%65.7% for the comparable prior year period. The increase is due primarily to2003
effective rate includes establishing a valuation allowanceallowances against
certain foreign tax credits and an increase in state income
taxes. The effective tax rates for continuing operations for the
three months ended September 30, 2003 and 2002 approximated 35.2%
and 45.3%. The decrease is due primarily to a reduction in foreignnet operating losses for which noand foreign tax benefit had been recorded.credits.
Discontinued Operations. LossIncome from discontinued operations
includes, net of tax, the results of operations for the Plastic
Processing Machinery segment for each of the periods presented as
well as the loss on disposal.which was sold in August 2003. This
segment incurredearned pre-tax lossesincome of approximately $756,000 and $566,000$81,000 for the nine and
three months ended September 30, 2003, respectively, and $1,324,000 and
$899,000 for the nine and three months
- 15 -
ended September 30, 2002. The loss on disposal of $4,600,000
includes loss on sale of $2,000,000, curtailment and settlement of
existing pension obligations of $500,000 and a provision for
environmental remediation of $2,100,000. The majority of the loss
is a capital loss thereby reducing the expected tax benefit. As of
August 15, 2003 and December 31, 2002, assets for the segment
approximated $24,000,000 and $25,000,000, respectively, and
liabilities approximated $6,000,000 and $5,500,000, respectively,
comprised of the following major categories.
August 15, DecemberMarch 31, 2003 2002
Current assets $ 6,300,000 $ 6,600,000
Property, plant and equipment, net 16,100,000 16,900,000
Non-current assets 1,600,000 1,500,000
$24,000,000 $25,000,000
Current liabilities $ 2,600,000 $ 2,600,000
Non-current liabilities 3,400,000 2,900,000
$ 6,000,000 $ 5,500,000
Cumulative Effecton sales of Accounting Change. Effective January 1, 2002,
the Corporation adopted the provisions of Statement of Financial
Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible
Assets" resulting in an after-tax write off of goodwill amounting
to $2,894,000 in the first quarter of 2002 relating to the now-sold
Plastics Processing Machinery segment.$6,149,000.
Net (Loss) Income. As a result of all of the above, the Corporation
incurred aearned net lossincome for the nine and three months ended September 30, 2003March 31, 2004 of
$3,493,000 and $4,081,000, respectively,$1,208,000 in comparison to net income of $1,692,000 and $1,267,000$197,000 for the nine
and three months ended
September 30, 2002, respectively.March 31, 2003.
Liquidity and Capital Resources
Net cash flows provided by operating activities amounted to
$7,388,000$2,170,000 for the ninethree months ended September 30, 2003March 31, 2004 in comparison
to $15,015,000$(2,281,000)
- 14 -
for the ninethree months ended September 30,
2002.March 31, 2003. The decreaseimprovement is due
primarily to lowerhigher earnings includingand reimbursement of value-added taxes
for the loss onU.K. operations during the disposalfirst quarter of Plastics Processing Machinery segment.2004.
Net cash flows fromprovided by investing activities were $10,702,000$142,000 for
the ninethree months ended September 30, 2003March 31, 2004 in comparison to a net use of
$1,767,000$1,187,000 for the ninethree months ended September 30, 2002. The
improvement is due primarily to proceeds from the sale of the
Plastics Processing Machinery segment for approximately $16,000,000
of which $14,600,000 was received at closing. Of the remaining
amount, $1,000,000 was collected in October 2003 and the balance,
subject to closing balance sheet adjustments, is due no later than
the second quarter of 2006 along with interest at the prime rate.
In June 2002, the Corporation sold the net assets of its small
metals forging business in England for approximately $1,308,000. A
portion of the proceeds in the form of a note were payable
subsequent to the sale, all of which has since been received. In
addition, in July
- 16 -
2002, the remaining assets of the Belgian facility were sold for
approximately $1,447,000.March 31, 2003. Capital
expenditures approximated $1,299,000 and $970,000, respectively,
for 2003 and 2002
are comparable.the same periods then ended. As of September 30, 2003,March 31, 2004, future
capital expenditures totaling $2,675,000$5,593,000 have been approved. Funds
on-hand, funds generated by future operations, proceeds from grants
of which $923,000 has been received to date and available lines of
credit are expected to be sufficient to finance capital expenditure
requirements. The Corporation also received the final proceeds
from the sale of its Plastics Processing Machinery segment of
$500,000 during the first quarter of 2004.
Net cash flows used in financing activities were $2,724,000$416,000 for 2003the
three months ended March 31, 2004 and $2,646,000 for 2002 relating primarilyrelated to the payment of
quarterly dividends at a rate of $0.10 per share per quarter. In
addition,offset by the
proceeds were received in both years from the issuance of stock under the Corporation's stock
option plan. Net cash flows used in financing activities for the
three months ended March 31, 2003 were $963,000 and related to the
payment of dividends at a rate of $0.10 per share.
The increase in the value of the British pound against the dollar
reduced cash and cash equivalents by $526,000.
The Corporation maintains short-term lines of credit in excess of
the cash needs of its businesses. The total available at September
30, 2003March 31,
2004 was approximately $8,000,000.$8,000,000 (including 2,100,000 British pounds
in the U.K. and 400,000 Euro in Belgium).
Litigation and Environmental Matters
See Note 1210 to the consolidated financial statements.
Recently Issued Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board (FASB)
issued Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN 46) and continues to issue interpretive guidance.
The effective date for calendar year corporations has been deferred
until December 31, 2003. FIN 46 currently requires existing
unconsolidated variable interest entities to be consolidated by
their primary beneficiary if the entities do not effectively
disperse risks among the various parties involved. The Corporation
will continue to evaluate the impact of FIN 46 and its related
amendments on the accounting of its small, non-recourse interest in
the China joint venture.
In April 2003, SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (SFAS No. 149) was
issued codifying decisions previously made by the Derivatives
Implementation Group and in connection with other FASB projects
relating to financial instruments. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003 and has not
had a significant impact on the financial condition and results of
operations of the Corporation.
In May 2003, SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity"
(SFAS No. 150) was issued which establishes standards for
classifying and measuring certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 was
effective for the Corporation on July 1, 2003 and did not have a
significant impact on the financial condition and results of
operations of the Corporation.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by or on behalf of
the Corporation. Management's Discussion and Analysis and other
sections of the Form 10-Q contain forward-looking statements that
reflect the Corporation's current views with respect to future
events and financial performance.
- 17 - Forward-looking statements are
identified by the use of the words "believe," "expect,"
"anticipate," "estimate," "projects," "forecasts" and other
expressions that indicate future events and trends. 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. In addition, there may be events
in the future that the Corporation is not able to accurately
predict or control which may cause actual results to differ
materially from expectations expressed or implied by forward-lookingforward-
looking statements. The Corporation undertakes no obligation to
update any forward-looking statement, whether as a result of new
information, events or otherwise. These forward-
lookingforward-looking statements
shall not be deemed incorporated by
- 15 -
reference by any general statement incorporating by reference this
Form 10-Q into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934 and shall not otherwise be deemed
filed under such Acts.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in the Corporation's exposure to
market risk from December 31, 2002.2003.
ITEM 4 - CONTROLS AND PROCEDURES
(a) Disclosure controls and procedures. As of the end of the period
covered by this Form 10-Q, the Corporation evaluated the
effectiveness of the design and operation of its disclosure
controls and procedures. Disclosure controls and procedures are the
controls and other procedures designed to ensure that the
information required to be disclosed in reports filed with or
submitted to the SEC are recorded, processed, summarized and
reported in a timely manner. Robert A. Paul, Chief Executive
Officer, and Marliss D. Johnson, Vice President, Controller and
Treasurer, reviewed and participated in this evaluation. Based on
this evaluation, Messrs. Paul and Johnson concluded that, as of the
end of the period covered by this Form 10-Q, the Corporation's
disclosure controls were effective.
(b) Internal controls over financial reporting. Since the date of
the evaluation described above, there have not been any significant
changes in the Corporation's internal controls over financial
reporting or in other factors that could significantly affect those
controls.
- 1816 -
PART II - OTHER INFORMATION
AMPCO-PITTSBURGH CORPORATION
Item 1 Legal Proceedings
The information contained in Note 1210 to the consolidated
financial statements (Litigation and Environmental Matters)
is incorporated herein by reference.
Items 2-4 None2-4None
Item 5 Other Information
The Corporation's chief executive officer and chief
financial officer have provided the certifications with
respect to the Form 10-Q that are required by Sections 302
and 906 of the Sarbanes-Oxley Act of 2002. These
certifications have been filed as Exhibits 31.1 and 31.2
and Exhibits 32.1 and 32.2, respectively.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
3. Articles of Incorporation and By-laws
(a) Articles of Incorporation
Incorporated by reference to the Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1983,
March 31, 1984, March 31, 1985, March 31, 1987 and
September 30, 1998.
(b) By-laws
Incorporated by reference to the Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1996
and June 30, 2001.
4. Instruments defining the rights of securities holders
(a) Rights Agreement between Ampco-Pittsburgh Corporation
and Chase Mellon Shareholder Services dated as of
September 28, 1998.
Incorporated by reference to the Form 8-K Current
Report dated September 28, 1998.
10. Material Contracts
(a) 1988 Supplemental Executive Retirement Plan
Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996.
- 19 -
(b) Severance Agreements between Ampco-Pittsburgh Corporation
and certain officers and employees of Ampco-
Pittsburgh Corporation.
- 17 -
Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1988; the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994; the Annual
Report on Form 10-K for fiscal year ended December
31, 1994; the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997; the Annual Report on
Form 10-K for the fiscal year ended December 31,
1998; and the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999.
(c) 1997 Stock Option Plan, as amended.
Incorporated by reference to the Proxy Statements
dated March 14, 1997 and March 15, 2000.
31. Rule 13a-14(a)/15d-14(a) Certifications
(1) Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
(2) Certification of Vice President, Controller and Treasurer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32. Section 1350 Certifications
(1) Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(2) Certification of Vice President, Controller and Treasurer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
Dated July 22, 2003January 27, 2004 announcing the Corporation's
results for the six and three months ended June 30, 2003.
Dated August 29, 2003,February 13, 2004 announcing revision to the
sale of the New
Castle Industries, Inc. group of companies.Corporation's results for 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION
DATE: November 12, 2003May 7, 2004 BY: s/Robert A. Paul
Robert A. Paul
President and
Chief Executive Officer
DATE: November 12, 2003May 7, 2004 BY: s/Marliss D. Johnson
Marliss D. Johnson
Vice President
Controller and Treasurer
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AMPCO-PITTSBURGH CORPORATION
EXHIBIT INDEX
Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications
(1) Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
(2) Certification of Vice President, Controller and Treasurer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32 - Section 1350 Certifications
(1) Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(2) Certification of Vice President, Controller and Treasurer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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