Ampco-Pittsburgh (AP) 10-Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

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

 

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
Series A Warrants to purchase shares of Common Stock	AP WS	NYSE American 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 August 7, 2024, 20,094,289 common shares were outstanding.

AMPCO-PITTSBURGH CORPORATION

INDEX

			Page No.
Part I –	Financial Information:
	Item 1 –	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets – June 30, 2024 and December 31, 2023	3
		Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2024 and 2023	4
		Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended June 30, 2024 and 2023	5
		Condensed Consolidated Statements of Shareholders’ Equity – Three and Six Months Ended June 30, 2024 and 2023	6
		Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2024 and 2023	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4 –	Controls and Procedures	30
Part II –	Other Information:
	Item 1 –	Legal Proceedings	31
	Item 1A –	Risk Factors	31
	Item 5 –	Other Information	31
	Item 6 –	Exhibits	33
Signatures			34

2

PART I – FINANCIAL INFORMATION

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par value)

	June 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	7,892		$	7,286
Trade receivables, less allowance for credit losses of $920 as of June 30, 2024 and    $975 as of December 31, 2023		83,974			78,939
Trade receivables from related parties		4,795			912
Inventories		119,816			124,694
Insurance receivable – asbestos		15,000			15,000
Contract assets		9,228			4,452
Other current assets		6,679			5,370
Total current assets		247,384			236,653
Property, plant and equipment, net		153,127			158,732
Operating lease right-of-use assets		4,668			4,767
Insurance receivable – asbestos, less allowance for credit losses of $708 as of   June 30, 2024 and December 31, 2023		136,050			145,245
Deferred income tax assets		3,160			3,160
Intangible assets, net		4,574			4,947
Investments in joint ventures		2,175			2,175
Prepaid pensions		5,049			4,951
Other noncurrent assets		4,619			5,024
Total assets	$	560,806		$	565,654
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	40,212		$	36,830
Accounts payable to related parties		1,200			401
Accrued payrolls and employee benefits		13,913			14,703
Debt – current portion		15,886			12,271
Operating lease liabilities – current portion		962			946
Asbestos liability – current portion		24,000			24,000
Other current liabilities		28,676			27,734
Total current liabilities		124,849			116,885
Employee benefit obligations		35,810			41,684
Asbestos liability		202,836			214,679
Long-term debt		119,355			116,382
Noncurrent operating lease liabilities		3,706			3,822
Deferred income tax liabilities		379			543
Other noncurrent liabilities		4,412			88
Total liabilities		491,347			494,083
Commitments and contingent liabilities (Note 8)
Shareholders’ equity:
Common stock – par value $1; authorized 40,000 shares; issued and outstanding     19,980 shares as of June 30, 2024 and 19,729 shares as of December 31, 2023		19,980			19,729
Additional paid-in capital		177,554			177,196
Retained deficit		(73,702	)		(72,997	)
Accumulated other comprehensive loss		(65,783	)		(62,989	)
Total Ampco-Pittsburgh shareholders’ equity		58,049			60,939
Noncontrolling interest		11,410			10,632
Total shareholders’ equity		69,459			71,571
Total liabilities and shareholders’ equity	$	560,806		$	565,654

See Notes to Condensed Consolidated Financial Statements.

3

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net sales:
Net sales	$	107,053		$	106,908		$	213,030		$	209,291
Net sales to related parties		3,935			303			8,173			2,723
Total net sales		110,988			107,211			221,203			212,014
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		87,684			85,471			180,174			171,843
Selling and administrative		13,550			14,093			26,523			26,280
Depreciation and amortization		4,698			4,354			9,368			8,728
Loss (gain) on disposal of assets		13			5			13			(118	)
Total operating costs and expenses		105,945			103,923			216,078			206,733
Income from operations		5,043			3,288			5,125			5,281
Other expense - net:
Investment-related income		8			7			27			16
Interest expense		(3,017	)		(2,245	)		(5,774	)		(4,316	)
Other income – net		1,381			98			2,285			1,465
Total other expense - net		(1,628	)		(2,140	)		(3,462	)		(2,835	)
Income before income taxes		3,415			1,148			1,663			2,446
Income tax provision		(863	)		(152	)		(1,317	)		(465	)
Net income		2,552			996			346			1,981
Less: Net income attributable to noncontrolling interest		540			573			1,051			882
Net income (loss) attributable to Ampco-Pittsburgh	$	2,012		$	423		$	(705	)	$	1,099
Net income (loss) per share attributable to Ampco-    Pittsburgh common shareholders:
Basic	$	0.10		$	0.02		$	(0.04	)	$	0.06
Diluted	$	0.10		$	0.02		$	(0.04	)	$	0.06
Weighted-average number of common shares outstanding:
Basic		19,859			19,541			19,794			19,504
Diluted		19,875			19,590			19,794			19,587

See Notes to Condensed Consolidated Financial Statements.

4

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net income	$	2,552		$	996		$	346		$	1,981
Other comprehensive (loss) income, net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation		(277	)		(875	)		(2,722	)		1,037
Unrecognized employee benefit costs (including effects of foreign currency translation)		(24	)		13			69			(136	)
Fair value of cash flow hedges		158			(278	)		210			(100	)
Reclassification adjustments for items included in net income:
Amortization of unrecognized employee benefit costs		(174	)		(298	)		(357	)		(493	)
Settlements of cash flow hedges		(278	)		(73	)		(267	)		(187	)
Other comprehensive (loss) income		(595	)		(1,511	)		(3,067	)		121
Comprehensive income (loss)		1,957			(515	)		(2,721	)		2,102
Less: Comprehensive income attributable to noncontrolling interest		471			56			778			404
Comprehensive income (loss) attributable to Ampco-Pittsburgh	$	1,486		$	(571	)	$	(3,499	)	$	1,698

See Notes to Condensed Consolidated Financial Statements.

5

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)

Three Months Ended June 30, 2024	Common Stock		Additional Paid-in Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance at April 1, 2024	$	19,729	$	177,542		$	(75,714	)	$	(65,257	)	$	10,939		$	67,239
Stock-based compensation				388												388
Comprehensive income:
Net income							2,012						540			2,552
Other comprehensive loss										(526	)		(69	)		(595	)
Comprehensive income													471			1,957
Issuance of common stock excluding excess tax benefits of $0		251		(376	)											(125	)
Balance at June 30, 2024	$	19,980	$	177,554		$	(73,702	)	$	(65,783	)	$	11,410		$	69,459
Three Months Ended June 30, 2023
Balance at April 1, 2023	$	19,404	$	176,283		$	(32,393	)	$	(56,819	)	$	9,418		$	115,893
Stock-based compensation				483												483
Comprehensive income (loss):
Net income							423						573			996
Other comprehensive loss										(994	)		(517	)		(1,511	)
Comprehensive income (loss)													56			(515	)
Issuance of common stock excluding excess tax benefits of $0		325		(606	)											(281	)
Balance at June 30, 2023	$	19,729	$	176,160		$	(31,970	)	$	(57,813	)	$	9,474		$	115,580
Six Months Ended June 30, 2024
Balance at January 1, 2024	$	19,729	$	177,196		$	(72,997	)	$	(62,989	)	$	10,632		$	71,571
Stock-based compensation				734												734
Comprehensive income (loss):
Net (loss) income							(705	)					1,051			346
Other comprehensive loss										(2,794	)		(273	)		(3,067	)
Comprehensive income (loss)													778			(2,721	)
Issuance of common stock excluding excess tax benefits of $0		251		(376	)											(125	)
Balance at June 30, 2024	$	19,980	$	177,554		$	(73,702	)	$	(65,783	)	$	11,410		$	69,459
Six Months Ended June 30, 2023:
Balance at January 1, 2023	$	19,404	$	175,656		$	(33,069	)	$	(58,412	)	$	9,070		$	112,649
Stock-based compensation				1,110												1,110
Comprehensive income:
Net income							1,099						882			1,981
Other comprehensive income (loss)										599			(478	)		121
Comprehensive income													404			2,102
Issuance of common stock excluding excess tax benefits of $0		325		(606	)											(281	)
Balance at June 30, 2023	$	19,729	$	176,160		$	(31,970	)	$	(57,813	)	$	9,474		$	115,580

See Notes to Condensed Consolidated Financial Statements.

6

S

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2024			2023
Net cash flows used in operating activities	$	(780	)	$	(7,105	)
Cash flows used in investing activities:
Purchases of property, plant and equipment		(5,510	)		(10,005	)
Proceeds from government grants, used for purchase of equipment		808			-
Proceeds from sale of property, plant and equipment		10			128
Purchases of long-term marketable securities		(210	)		(67	)
Proceeds from sale of long-term marketable securities		532			384
Net cash flows used in investing activities		(4,370	)		(9,560	)
Cash flows from financing activities:
Proceeds from revolving credit facility		16,172			20,154
Payments on revolving credit facility		(10,276	)		(9,128	)
Proceeds from sale and leaseback financing arrangements		-			2,500
Payments on sale and leaseback financing arrangements		(174	)		(132	)
Proceeds from equipment financing facility		1,692			4,207
Proceeds from related-party debt		-			669
Repayment of related-party debt		(664	)		(669	)
Repayments of debt		(828	)		(197	)
Net cash flows provided by financing activities		5,922			17,404
Effect of exchange rate changes on cash and cash equivalents		(166	)		1
Net increase in cash and cash equivalents		606			740
Cash and cash equivalents at beginning of period		7,286			8,735
Cash and cash equivalents at end of period	$	7,892		$	9,475
Supplemental information:
Income tax payments (net of refunds)	$	1,610		$	1,478
Interest payments (net of amounts capitalized)	$	5,024		$	3,580
Non-cash investing and financing activities:
Purchases of property, plant and equipment in current liabilities	$	1,306		$	1,899
Finance lease right-of-use assets exchanged for lease liabilities	$	146		$	-
Operating lease right-of-use assets exchanged for lease liabilities	$	283		$	394

See Notes to Condensed Consolidated Financial Statements.

7

AMPCO-PITTSBURGH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except per share amounts)

Overview of the Business

Ampco-Pittsburgh Corporation (the “Corporation”) manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in 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 (Note 18).

Note 1 – Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated balance sheet as of June 30, 2024 and the unaudited condensed consolidated statements of operations, comprehensive income (loss) and shareholders’ equity for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023 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 six months ended June 30, 2024 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The guidance requires disclosure of significant reportable segment expenses regularly provided to the chief operating decision-maker and included within each reported measure of a segment’s profit or loss. The guidance also requires disclosure of the title and position of the individual identified as the chief operating decision-maker and an explanation of how the chief operating decision-maker uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The guidance does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The guidance became effective for the Corporation’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025. 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, 2024 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 becomes effective for the Corporation’s annual period beginning January 1, 2025. Early adoption is permitted. 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 – Inventories

At June 30, 2024 and December 31, 2023, substantially all inventories were valued using the first-in, first-out method. Inventories were comprised of the following:

	June 30, 2024		December 31, 2023
Raw materials	$	49,167	$	51,794
Work-in-process		49,025		48,676
Finished goods		14,469		17,332
Supplies		7,155		6,892
Inventories	$	119,816	$	124,694

8

Note 3 – Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

	June 30, 2024			December 31, 2023
Land and land improvements	$	8,877		$	9,025
Buildings and leasehold improvements		70,595			71,063
Machinery and equipment		376,547			366,044
Construction-in-progress		3,393			11,514
Other		6,342			6,965
		465,754			464,611
Accumulated depreciation and amortization		(312,627	)		(305,879	)
Property, plant and equipment, net	$	153,127		$	158,732

Certain of the above property, plant and equipment are held as collateral including:

•

The land and building of Union Electric Steel UK Limited, an indirect subsidiary of the Corporation (“UES-UK”), with a book value equal to $2,683 (£2,122) at June 30, 2024, are held as collateral by the trustees of the UES-UK defined benefit pension plan (Note 7).

•

Certain of the machinery and equipment with a book value equal to $24,239 at June 30, 2024, purchased with proceeds from the equipment finance facility (Note 6), are held as collateral by the lender.

•

Certain land and land improvements and buildings and leasehold improvements are included in the sale and leaseback financing transactions and Disbursement Agreement (Note 6). 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 sheet.

•

The remaining assets, other than real property, are pledged as collateral for the Corporation’s revolving credit facility (Note 6).

In 2023, Union Electric Steel Corporation (“UES”), a wholly owned subsidiary of the Corporation, completed certain leasehold improvements at the Carnegie, Pennsylvania manufacturing facility with the $2,500 of proceeds from the Disbursement Agreement (Note 6). The improvements are being amortized over the remaining lease term of 20 years.

In 2021, the Corporation began a $26,000 long-term strategic capital program to upgrade existing equipment at certain of its FCEP locations. The program was completed during the three months ended June 30, 2024. Interest capitalized for the strategic capital program totaled $16 and $341 for the three months ended June 30, 2024 and 2023, respectively, and $251 and $602 for the six months ended June 30, 2024 and 2023, respectively.

The gross value of assets under finance leases and the related accumulated amortization approximated $3,459 and $1,783, respectively, as of June 30, 2024 and $4,223 and $1,959, respectively, at December 31, 2023. Depreciation expense approximated $4,613 and $4,268, including depreciation of assets under finance leases of approximately $80 and $67, for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense approximated $9,195 and $8,549, including depreciation of assets under finance leases of approximately $162 and $137, for the six months ended June 30, 2024 and 2023, respectively.

Note 4 – Intangible Assets

Intangible assets were comprised of the following:

	June 30, 2024			December 31, 2023
Customer relationships	$	5,282		$	5,442
Developed technology		3,796			3,913
Trade name		2,125			2,219
		11,203			11,574
Accumulated amortization		(6,629	)		(6,627	)
Intangible assets, net	$	4,574		$	4,947

9

Changes in intangible assets consisted of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Balance at beginning of the period	$	4,652		$	5,131		$	4,947		$	5,194
Amortization of intangible assets		(85	)		(86	)		(173	)		(179	)
Other, primarily impact from changes in foreign currency exchange rates		7			(186	)		(200	)		(156	)
Balance at end of the period	$	4,574		$	4,859		$	4,574		$	4,859

Note 5 – Other Current Liabilities

Other current liabilities were comprised of the following:

	June 30, 2024		December 31, 2023
Customer-related liabilities	$	20,938	$	19,915
Accrued utilities		1,620		1,880
Accrued sales commissions		1,887		1,850
Other		4,231		4,089
Other current liabilities	$	28,676	$	27,734

Customer-related liabilities primarily include liabilities for product warranty claims and deposits received on future orders. The Corporation provides a limited warranty on its products, known as assurance-type warranties, 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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Balance at beginning of the period	$	5,597		$	5,450		$	5,539		$	5,193
Satisfaction of warranty claims		(292	)		(598	)		(686	)		(976	)
Provision for warranty claims, net		(144	)		807			444			1,377
Other, primarily impact from changes in foreign currency exchange rates		14			(20	)		(122	)		45
Balance at end of the period	$	5,175		$	5,639		$	5,175		$	5,639

Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue recognition. 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 have been classified as a noncurrent liability.

Changes in customer deposits consisted of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Balance at beginning of the period	$	18,198		$	13,432		$	13,078		$	10,453
Satisfaction of performance obligations		(4,818	)		(5,319	)		(7,385	)		(9,580	)
Receipt of additional deposits		5,429			3,423			13,133			10,620
Other, primarily impact from changes in foreign currency exchange rates		(2	)		(30	)		(19	)		13
Balance at end of the period		18,807			11,506			18,807			11,506
Deposits - Other noncurrent liabilities		(4,213	)		-			(4,213	)		-
Deposits - Other current liabilities	$	14,594		$	11,506		$	14,594		$	11,506

10

Note 6 – Debt

Borrowings were comprised of the following:

	June 30, 2024			December 31, 2023
Revolving credit facility	$	61,896		$	56,000
Sale and leaseback financing obligations		44,982			44,488
Equipment financing facility		17,789			16,719
Industrial Revenue Bonds		9,191			9,191
Finance lease liabilities		1,383			1,590
Minority shareholder loan		-			665
Outstanding borrowings		135,241			128,653
Debt – current portion		(15,886	)		(12,271	)
Long-term debt	$	119,355		$	116,382

The current portion of debt includes primarily swing loans under the revolving credit facility and the Industrial Revenue Bonds (“IRBs”). 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 loans equaled $3,896 at June 30, 2024. No amount was outstanding as a swing loan at December 31, 2023. Although the IRBs begin to become due in 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.

Revolving Credit Facility

The Corporation is a party to a revolving credit security agreement with a syndicate of banks that was amended on June 29, 2021 (the “First Amended and Restated Security Agreement”), and subsequently amended on December 17, 2021 and May 26, 2022. The First Amended and Restated Security Agreement provides for a senior secured asset-based revolving credit facility of $100,000, that can be increased to $130,000 at the option of the Corporation and with the approval of the lenders, and an allowance of $20,000 for new equipment financing (see “Equipment Financing Facility” below) but, otherwise, restricts the Corporation from incurring additional indebtedness outside of the agreement, unless approved by the banks. The revolving credit facility includes sub-limits for letters of credit not to exceed $40,000 and European borrowings not to exceed $30,000, of which up to $7,500 may be allocated for Swedish borrowings. The maturity date for the revolving credit facility is June 29, 2026 and, subject to other terms and conditions of the agreement, would become due on that date.

Availability under the revolving credit facility is based on eligible accounts receivable, inventory and fixed assets. Effective July 1, 2023, the Corporation migrated London Inter-Bank Offered Rate (“LIBOR”)-based loans to Secured Overnight Financing Rate (“SOFR”)-based loans, in accordance with the provisions specified in the revolving credit facility, coinciding with the discontinuation of LIBOR. European borrowings denominated in euros, pound sterling or krona bear interest at the Successor Rate as defined in the First Amended and Restated Security Agreement, as amended. Domestic borrowings from the revolving credit facility bear interest, at the Corporation’s option, at either (i) SOFR, as adjusted, plus an applicable margin ranging between 2.00% to 2.50% based on the quarterly average excess availability or (ii) the alternate base rate plus an applicable margin ranging between 1.00% to 1.50% based on the quarterly average excess availability. As of June 30, 2024 and December 31, 2023, there were no European borrowings outstanding. Additionally, the Corporation is required to pay a commitment fee of 0.25% based on the daily unused portion of the revolving credit facility.

As of June 30, 2024, the Corporation had outstanding borrowings under the revolving credit facility of $61,896. The average interest rate approximated 8.22% for each of the three and six months ended June 30, 2024, and 7.87% and 7.78% for the three and six months ended June 30, 2023, respectively. The Corporation also utilizes a portion of the revolving credit facility for letters of credit (Note 8). As of June 30, 2024, remaining availability under the revolving credit facility approximated $20,540, net of standard availability reserves.

Borrowings outstanding under the revolving credit facility are collateralized by a first priority perfected security interest in substantially all assets of the Corporation and its subsidiaries (other than real property). Additionally, the revolving credit facility contains customary affirmative and negative covenants and limitations including, but not limited to, investments in certain of its 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 of not less than 1.05 to 1.00. The Corporation was in compliance with the applicable bank covenants as of June 30, 2024.

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Sale and Leaseback Financing Obligations

In September 2018, UES completed a sale and 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 and 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 and 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 and leaseback financing transaction, and as modified by the October 2022 sale and 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 June 30, 2024, the Base Annual Rent, including the Disbursement Agreement, is equal to $3,645, payable 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 be equal to the Fair Market Rent, as defined in the Restated Lease.

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 June 30, 2024.

The effective interest rate approximated 8.24% for each of the three and six months ended June 30, 2024 and approximated 7.95% for each of the three and six months ended June 30, 2023, respectively.

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 locations. Each borrowing constitutes a secured loan transaction (each, a “Term Loan”). As amended, each Term Loan converts to a Term Note on the earlier of (i) the date in which the associated equipment is placed in service or (ii) April 30, 2024. Each Term Note has a term of 84 months in arrears fully amortizing, commencing on the date of the Term Note. The Term Loans and Term Notes are secured by a first priority security interest in and to all of UES’ rights, title and interests in the underlying equipment.

As of June 30, 2024, all Term Loans had converted to Term Notes with approximately $17,789 outstanding. At December 31, 2023, Term Notes approximated $900 and Term Loans approximated $15,819.

Interest on each Term Note accrues at an annual fixed rate ranging between 8.40% and 9.22%. The effective interest rate on the Term Notes approximated 8.65% and 8.58% for the three and six months ended June 30, 2024, respectively. As of June 30, 2024, monthly payments of principal and interest approximate $293 and continue through mid 2031.

Through June 30, 2023, interest on each Term Loan accrued at an annual fixed rate of 8%, payable monthly. Effective July 1, 2023, UES and Clarus amended the Master Loan and Security Agreement increasing the interest rate on each Term Loan from an annual fixed rate of 8% to an annual fixed rate of 10.25%.

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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 8.27% and 7.81% for the three months ended June 30, 2024 and 2023, respectively, and 6.81% and 6.17% for the six months ended June 30, 2024 and 2023, respectively, and (ii) $2,075 tax-exempt IRB maturing in 2029, interest at a floating rate which averaged 6.91% and 3.77% for the three months ended June 30, 2024 and 2023, respectively and 5.31% and 3.34% for the six months ended June 30, 2024 and 2023, 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.

Minority Shareholder Loan

Shanxi Åkers TISCO Roll Co., Ltd. (“ATR”), a 59.88% indirectly owned joint venture of UES, periodically has loans outstanding with its minority shareholder (Note 17). Amounts repaid approximated $664 (RMB 4,713) during the six months ended June 30, 2024. Amounts borrowed and repaid approximated $669 (RMB 4,600) during the six months ended June 30, 2023.

Note 7 – Pension and Other Postretirement Benefits

Contributions to the Corporation’s employee benefit plans were as follows:

	Six Months Ended June 30,
	2024		2023
U.S. defined benefit pension plans	$	3,554	$	207
Foreign defined benefit pension plans	$	176	$	260
Other postretirement benefits (e.g., net payments)	$	182	$	224
U.K. defined contribution pension plan	$	134	$	120
U.S. defined contribution plan	$	1,814	$	1,350

Net periodic pension and other postretirement benefit costs included the following components:

	Three Months Ended June 30,						Six Months Ended June 30,
U.S. Defined Benefit Pension Plans	2024			2023			2024			2023
Service cost	$	10		$	9		$	20		$	19
Interest cost		2,328			2,484			4,657			4,967
Expected return on plan assets		(3,401	)		(3,596	)		(6,802	)		(7,192	)
Amortization of prior service cost		1			1			1			3
Amortization of actuarial loss		46			31			91			61
Net benefit income	$	(1,016	)	$	(1,071	)	$	(2,033	)	$	(2,142	)

	Three Months Ended June 30,						Six Months Ended June 30,
Foreign Defined Benefit Pension Plans	2024			2023			2024			2023
Service cost	$	8		$	76		$	39		$	138
Interest cost		452			468			908			923
Expected return on plan assets		(475	)		(488	)		(953	)		(959	)
Amortization of prior service credit		(70	)		(69	)		(141	)		(137	)
Amortization of actuarial loss		181			152			361			299
Net benefit expense	$	96		$	139		$	214		$	264

	Three Months Ended June 30,						Six Months Ended June 30,
Other Postretirement Benefit Plans	2024			2023			2024			2023
Service cost	$	41		$	26		$	84		$	85
Interest cost		83			140			181			195
Amortization of prior service credit		(256	)		(213	)		(512	)		(512	)
Amortization of actuarial gain		(76	)		(167	)		(157	)		(161	)
Net benefit income	$	(208	)	$	(214	)	$	(404	)	$	(393	)

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Note 8 – Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit and bank guarantees as of June 30, 2024 equaled $16,667, of which approximately one-half serves as collateral for the IRB debt. Outstanding surety bonds as of June 30, 2024 approximated $3,197 (SEK 33,900), which guarantee certain obligations under a credit insurance arrangement for certain of the Corporation’s foreign pension commitments.

At June 30, 2024, commitments for future capital expenditures approximated $3,800.

See Note 11 for derivative instruments, Note 15 for litigation and Note 16 for environmental matters.

Note 9 – Equity Rights Offering

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. Each Series A warrant provides 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, and expires on August 1, 2025. For the three and six months ended June 30, 2024 and 2023, respectively, the Corporation received no proceeds from shareholders from the exercise of Series A warrants. At June 30, 2024 and December 31, 2023, 10,941,869 Series A warrants were outstanding.

Note 10 – Accumulated Other Comprehensive Loss

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the six months ended June 30, 2024 and 2023 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, 2024	$	(23,161	)	$	(40,490	)	$	186		$	(63,465	)	$	(476	)	$	(62,989	)
Net change		(2,722	)		(288	)		(57	)		(3,067	)		(273	)		(2,794	)
Balance at June 30, 2024	$	(25,883	)	$	(40,778	)	$	129		$	(66,532	)	$	(749	)	$	(65,783	)
Balance at January 1, 2023	$	(26,170	)	$	(32,623	)	$	152		$	(58,641	)	$	(229	)	$	(58,412	)
Net change		1,037			(629	)		(287	)		121			(478	)		599
Balance at June 30, 2023	$	(25,133	)	$	(33,252	)	$	(135	)	$	(58,520	)	$	(707	)	$	(57,813	)

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 income.

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Amortization of unrecognized employee benefit costs:
Other loss – net	$	(174	)	$	(265	)	$	(357	)	$	(447	)
Income tax effect		-			(33	)		-			(46	)
Net of tax	$	(174	)	$	(298	)	$	(357	)	$	(493	)
Settlements of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)	$	(8	)	$	(8	)	$	(14	)	$	(14	)
Costs of products sold (excluding depreciation and amortization) (futures contracts – copper and aluminum)		(278	)		(68	)		(260	)		(179	)
Total before income tax		(286	)		(76	)		(274	)		(193	)
Income tax effect		8			3			7			6
Net of tax	$	(278	)	$	(73	)	$	(267	)	$	(187	)

The income tax effect associated with the various components of other comprehensive (loss) income for the three and six months ended June 30, 2024 and 2023 is summarized below. Amounts in parentheses represent credits to net income when reclassified to

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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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Income tax effect associated with changes in:
Unrecognized employee benefit costs	$	-		$	-		$	-		$	-
Fair value of cash flow hedges		(7	)		(3	)		(5	)		3
Income tax effect associated with reclassification adjustments:
Amortization of unrecognized employee benefit costs		-			(33	)		-			(46	)
Settlement of cash flow hedges		8			3			7			6

Note 11 – Derivative Instruments

Certain divisions of the ALP segment are subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. At June 30, 2024, approximately 41%, or $2,495, of anticipated copper purchases over the next eight months and 56%, or $621, of anticipated aluminum purchases over the next six months are hedged. At June 30, 2023, approximately 50%, or $2,725, of anticipated copper purchases over the next nine months and 61%, or $695, 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 June 30, 2024, the Corporation has purchase commitments covering approximately 4%, or $1,830, of anticipated natural gas usage through December 31, 2025 for two of its subsidiaries and approximately 10%, or $1,129, of anticipated electricity usage through December 31, 2025 for two of its subsidiaries. At June 30, 2023, the Corporation had purchase commitments covering approximately 23%, or $3,478, of anticipated natural gas usage through December 31, 2025 for two of its subsidiaries and approximately 19%, or $1,329, of anticipated electricity usage through December 31, 2025 for two of its subsidiaries. Purchases of natural gas and electricity under previously existing commitments equaled $854 and $1,833 for the three and six months ended June 30, 2024, respectively, and $904 and $1,437 for the three and six months ended June 30, 2023, 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).

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.

Gain (loss) on foreign exchange transactions included in other expense – net equaled $302 and $(190) for the three and six months ended June 30, 2024, respectively, and $(1,244) and $(1,159) for the three and six months ended June 30, 2023, 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 June 30, 2024 and 2023 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

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income (loss) 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 June 30, 2024	Beginning of the Period		Recognized			Reclassified		End of the Period
Foreign currency purchase contracts	$	75	$	-		$	8	$	67
Futures contracts – copper and aluminum		174		158			270		62
	$	249	$	158		$	278	$	129
Three Months Ended June 30, 2023
Foreign currency purchase contracts	$	102	$	-		$	8	$	94
Futures contracts – copper and aluminum		114		(278	)		65		(229	)
	$	216	$	(278	)	$	73	$	(135	)
Six Months Ended June 30, 2024
Foreign currency purchase contracts	$	81	$	-		$	14	$	67
Futures contracts – copper and aluminum		105		210			253		62
	$	186	$	210		$	267	$	129
Six Months Ended June 30, 2023
Foreign currency purchase contracts	$	108	$	-		$	14	$	94
Futures contracts – copper and aluminum		44		(100	)		173		(229	)
	$	152	$	(100	)	$	187	$	(135	)

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 (Loss) in Statements	Estimated to be Reclassified in the Next 12 Months		Three Months Ended June 30,				Six Months Ended June 30,
	of Operations			2024		2023		2024		2023
Foreign currency purchase contracts	Depreciation and amortization	$	28	$	8	$	8	$	14	$	14
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)	$	62	$	278	$	68	$	260	$	179

Note 12 – Fair Value

The Corporation’s financial assets and liabilities reported at fair value in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 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 June 30, 2024
Investments
Other noncurrent assets	$	3,196	$	-	$	-	$	3,196
As of December 31, 2023
Investments
Other noncurrent assets	$	3,245	$	-	$	-	$	3,245

The investments held as other noncurrent assets represent assets held in the “Rabbi” trust for the purpose of providing benefits under a 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 debt and borrowings approximate their carrying values. Additionally, the fair values of trade receivables and accounts payable approximate their carrying values.

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Note 13 – Net Sales and Income Before Income Taxes

Net sales and income before income taxes by geographic area for the three and six months ended June 30, 2024 and 2023 are outlined below. Approximately 95% of foreign net sales for each of the periods is attributable to the FCEP segment.

	Three Months Ended June 30,				Six Months Ended June 30,
Net Sales	2024		2023		2024		2023
United States	$	72,916	$	63,752	$	142,680	$	119,129
Foreign		38,072		43,459		78,523		92,885
	$	110,988	$	107,211	$	221,203	$	212,014

	Three Months Ended June 30,					Six Months Ended June 30,
Income Before Income Taxes	2024		2023			2024			2023
United States (1)	$	1,205	$	(2,341	)	$	(1,018	)	$	(3,469	)
Foreign		2,210		3,489			2,681			5,915
	$	3,415	$	1,148		$	1,663		$	2,446

(1)

Includes Corporate costs of $3,492 and $3,593 for the three months ended June 30, 2024 and 2023, respectively, and $6,968 and $6,777 for the six months ended June 30, 2024 and 2023, respectively, which represent operating costs of the corporate office not allocated to the segments.

Note 14 – Stock-Based Compensation

The Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended (the “Incentive Plan”), authorizes the issuance of up to 3,700,000 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.

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 six months ended June 30, 2024 equaled $388 and $734, respectively, and for the three and six months ended June 30, 2023, equaled $483 and $1,110, 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.

Note 15 – 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.

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Asbestos Claims

The following table reflects approximate information about the number of claims for Asbestos Liability against Air & Liquid and the Corporation for the six months ended June 30, 2024 and 2023 (number of claims not in thousands). The majority of the settlement and defense costs were reported and paid by insurers. 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.

	Six Months Ended June 30,
	2024			2023
Total claims pending at the beginning of the period		6,310			6,259
New claims served		636			713
Claims dismissed		(400	)		(274	)
Claims settled		(298	)		(209	)
Total claims pending at the end of period (1)		6,248			6,489
Administrative closures (2)		(3,155	)		(3,057	)
Total active claims at the end of the period		3,093			3,432
Gross settlement and defense costs paid in period (in 000’s)	$	11,843		$	10,789
Avg. gross settlement and defense costs per claim resolved (in 000’s) (3)	$	16.97		$	22.34

(1)

Included as “total claims pending” are approximately 1,641 and 1,638 claims at June 30, 2024 and 2023, respectively, classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation.

(2)

For 2024, 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. For 2023, administrative closures included the same except mesothelioma claims filed six or more years ago were considered administratively closed. Collectively, these claims are unlikely to result in any liability to the Corporation.

(3)

Claims resolved do not include claims administratively closed.

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 for 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.

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 adjustment 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 and 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

18

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.

In the fourth quarter of 2023, in connection with its review of the underlying assumptions and primarily as a result of identified changes in claim data and availability of new information, the Corporation recorded an undiscounted increase to its estimated Asbestos Liability of approximately $112,640. In addition, the Corporation revised its estimated defense-to-indemnity cost ratio from 65% to 60%, which reduced the Asbestos Liability by $4,162. The following table summarizes activity relating to Asbestos Liability for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,
	2024			2023
Asbestos liability, beginning of the year	$	238,679		$	153,575
Settlement and defense costs paid		(11,843	)		(10,789	)
Asbestos liability, end of the period	$	226,836		$	142,786

The increase in the asbestos-related insurance receivable associated with the increase in the estimated Asbestos Liability and a lower defense-to-indemnity ratio at December 31, 2023 approximated $67,591. The following table summarizes activity relating to insurance recoveries for the six months ended June 30, 2024 and 2023, including the $1,756 reimbursement of prior years' costs.

	Six Months Ended June 30,
	2024			2023
Insurance receivable – asbestos, beginning of the year	$	160,245		$	105,434
Settlement and defense costs paid by insurance carriers		(9,195	)		(6,211	)
Insurance receivable – asbestos, end of the period	$	151,050		$	99,223

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; 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 and the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are required. Due to the uncertainties surrounding asbestos litigation and insurance recovery, these regular reviews may result in the Corporation adjusting its current reserves; however, the Corporation is currently unable to estimate such future adjustments. Adjustments, if any, to the Corporation’s estimate of the Asbestos Liability and/or insurance receivable 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 16 – Environmental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. Environmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial

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and monitoring activity required, and identification of new sites. The undiscounted potential liability for remedial actions and environmental compliance measures approximated $100 at June 30, 2024 and December 31, 2023.

Note 17 – Related Parties

ATR periodically has loans outstanding with its minority shareholder. 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 each of the three and six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, ATR paid $2 (RMB 17) of interest. For the six months ended June 30, 2023, ATR paid $4 (RMB 25) of interest. No interest was outstanding as of June 30, 2024 or December 31, 2023.

Loan activity for the six months ended June 30, 2024 and 2023 was as follows:

	Six Months Ended June 30,
	2024			2024			2023			2023
	USD			RMB			USD			RMB
Balance at beginning of the period	$	665			4,713		$	-			-
Borrowings		-			-			669			4,600
Repayments		(664	)		(4,713	)		(669	)		(4,600	)
Foreign exchange		(1	)		-			-			-
Balance at end of the period	$	-			-		$	-			-

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 six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,
	2024		2024		2023		2023
	USD		RMB		USD		RMB
Purchases from related parties	$	1,901		13,740	$	1,880		13,223
Sales to related parties	$	3,935		28,505	$	303		2,342

	Six Months Ended June 30,
	2024		2024		2023		2023
	USD		RMB		USD		RMB
Purchases from related parties	$	3,138		22,588	$	3,323		23,133
Sales to related parties	$	8,173		58,824	$	2,723		18,960

Balances outstanding with ATR’s minority shareholder including its affiliates and the other joint venture's shareholder and its affiliates as of June 30, 2024 and December 31, 2023 were as follows:

	June 30, 2024		June 30, 2024		December 31, 2023		December 31, 2023
	USD		RMB		USD		RMB
Accounts receivable from related parties	$	4,795		34,861	$	190		1,350
Accounts payable to related parties	$	1,200		8,724	$	401		2,841
Other current liabilities:
Customer deposits	$	94		682	$	149		1,056

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 lease payment provisions 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 $30 (RMB 223) for each of the three months ended June 30, 2024 and 2023 and $61 (RMB 446) for each of the six months ended June 30, 2024 and 2023, which is included in purchases from related parties.

In addition, the Corporation had sales, in the ordinary course of business, to a wholly owned subsidiary of Crawford United Corporation which, along with other affiliated persons (collectively, the “Crawford Group”), was the beneficial owner of greater than 5% of the Corporation’s stock at December 31, 2023. Pursuant to Amendment No. 5 to Schedule 13D filed by the Crawford Group with the SEC on February 20, 2024, the Crawford Group ceased to beneficially own greater than 5% of the Corporation’s stock as of February 16, 2024. The trade receivable with the Crawford Group was $722 at December 31, 2023.

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Note 18 – 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 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 and cold strip mills, medium/heavy section mills and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and the 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.

Presented below are the net sales and income before income taxes for the Corporation’s two business segments and sales by product line. When disaggregating revenue, consideration is given to information regularly reviewed by the chief operating decision-maker to evaluate the financial performance of the operating segments and make resource allocation decisions.

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net Sales:
Forged and Cast Engineered Products
Forged and cast mill rolls	$	72,647		$	73,003		$	146,043		$	144,702
FEP		3,066			4,578			6,859			9,677
Forged and Cast Engineered Products		75,713			77,581			152,902			154,379
Air and Liquid Processing
Air handling systems		14,043			8,892			26,553			18,096
Heat exchange coils		11,979			11,105			22,802			21,740
Centrifugal pumps		9,253			9,633			18,946			17,799
Air and Liquid Processing		35,275			29,630			68,301			57,635
Total Reportable Segments	$	110,988		$	107,211		$	221,203		$	212,014
Income before income taxes:
Forged and Cast Engineered Products (1)	$	5,361		$	3,904		$	6,937		$	6,128
Air and Liquid Processing		3,174			2,977			5,156			5,930
Total Reportable Segments		8,535			6,881			12,093			12,058
Other expense, including corporate costs		(5,120	)		(5,733	)		(10,430	)		(9,612	)
Total	$	3,415		$	1,148		$	1,663		$	2,446

(1) Income before income taxes for Forged and Cast Engineered Products for the three and six months ended June 30, 2023 includes proceeds of approximately $1,874 for the reimbursement of past energy costs at one of the Corporation’s foreign operations by its local government. No future performance or conditions exist related to the reimbursement and, currently, no further reimbursements are expected.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands, except per share amounts)

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation and its subsidiaries (collectively, “we,” “us,” “our,” or the “Corporation”). Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q, as well as the condensed consolidated financial statements and notes hereto, may include, but are not limited to, statements about operating performance, trends and events we expect or anticipate will occur in the future, statements about sales and production levels, timing of orders for our products, restructurings, the impact from pandemics and geopolitical conflicts, profitability and anticipated expenses, inflation, the global supply chain, future proceeds from the exercise of outstanding warrants, 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:

•

economic downturns, cyclical demand for our products and insufficient demand for our products;

•

excess global capacity in the steel industry;

•

limitations in availability of capital to fund our strategic plan;

•

inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations;

•

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;

•

inoperability of certain equipment on which we rely;

•

inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support our growth strategy;

•

inability to execute our capital expenditure plan;

•

inability to satisfy the continued listing requirements of the New York Stock Exchange or the NYSE American Exchange;

•

potential attacks on information technology infrastructure and other cyber-based business disruptions;

•

liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries;

•

changes in the existing regulatory environment;

•

inability to successfully restructure our operations and/or invest in operations that will yield the best long-term value to our shareholders;

•

consequences of pandemics and geopolitical conflicts;

•

fluctuations in the value of the U.S. dollar relative to other currencies;

•

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 latest Annual Report on Form 10-K for the year ended December 31, 2023.

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.

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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 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 and cold strip mills, medium/heavy section mills and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and the 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.

Executive Overview

For the FCEP segment, the roll market in North America has been flat as a result of end customer demand; however, order intake is expected to improve in the second half of the year, for delivery in 2025. Higher pricing and increased market share, when compared to a year ago, is expected to help minimize the effect of the expected decline in the overall volume of shipments for 2024. While stable, the European steel producers are operating at lower levels when compared to pre-pandemic levels as Europe continues to experience economic uncertainty and due to the entry of low-priced product from China. In addition, increased imports of flat rolled steel has resulted in pricing and volume pressures for steel producers there. The FEP market remains challenged by increased imports and high inventory levels at bar distributors. The primary focus for this segment is to maintain a strong position in the roll market and, with the completion of the previously announced capital program, to improve operational efficiencies and reliability at its domestic forge facilities and increase capacity for the manufacturing of its FEP.

For the ALP segment, businesses are benefiting from steady demand and increased market share but are facing increasing production costs and supply chain issues as a result of the lingering effects from a post-pandemic environment. The segment has been implementing price increases for certain of 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.

The Corporation is actively monitoring, and will continue to actively monitor, the lingering effects from a post-pandemic environment, geopolitical and economic conditions and other developments relevant to its business including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.

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Selected Financial Information

	Three Months Ended June 30,									Six Months Ended June 30,
	2024			2023			Change			2024			2023			Change
Net Sales:
Forged and Cast Engineered Products	$	75,713		$	77,581		$	(1,868	)	$	152,902		$	154,379		$	(1,477	)
Air and Liquid Processing		35,275			29,630			5,645			68,301			57,635			10,666
Consolidated	$	110,988		$	107,211		$	3,777		$	221,203		$	212,014		$	9,189
Income from Operations:
Forged and Cast Engineered Products	$	5,361		$	3,904		$	1,457		$	6,937		$	6,128		$	809
Air and Liquid Processing		3,174			2,977			197			5,156			5,930			(774	)
Corporate costs		(3,492	)		(3,593	)		101			(6,968	)		(6,777	)		(191	)
Consolidated	$	5,043		$	3,288		$	1,755		$	5,125		$	5,281		$	(156	)
										June 30, 2024			December 31, 2023			Change
Backlog:
Forged and Cast Engineered Products										$	231,450		$	247,603		$	(16,153	)
Air and Liquid Processing											128,925			131,309			(2,384	)
Consolidated										$	360,375		$	378,912		$	(18,537	)

Net sales approximated $110,988 and $107,211 for the three months ended June 30, 2024 and 2023, respectively, and $221,203 and $212,014 for the six months ended June 30, 2024 and 2023, respectively. The increase is attributable to higher sales for the ALP segment. A discussion of net sales for the Corporation’s two segments is included below.

Income from operations approximated $5,043 and $3,288 for the three months ended June 30, 2024 and 2023, respectively, and $5,125 and $5,281 for the six months ended June 30, 2024 and 2023, respectively. Included in operating income for the three and six months ended June 30, 2023 is a credit of approximately $1,874 for the reimbursement of past energy costs at one of the Corporation’s foreign operations by its local government (the “Foreign Energy Credit”). A discussion of income from operations for the Corporation’s two segments is included below.

Backlog equaled $360,375 as of June 30, 2024 versus $378,912 as of December 31, 2023. 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 44% of the backlog is expected to be released after 2024. 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 June 30, 2024 and 2023 approximated 79.0% and 79.7%, respectively, and for the six months ended June 30, 2024 and 2023 approximated 81.5% and 81.1%, respectively. For the FCEP segment, costs of products sold, excluding depreciation and amortization, for the three and six months ended June 30, 2024 and 2023 were comparable. Whereas the current year periods benefited from favorable pricing, the prior year periods benefited from the Foreign Energy Credit. For the ALP segment, costs of products sold, excluding depreciation and amortization, increased for the three and six months ended June 30, 2024, when compared to the same periods of the prior year, primarily due to an unfavorable product mix of heat exchangers, caused by the timing of shipments for several large orders, and centrifugal pumps, due to shipping older lower-margin orders.

Selling and administrative expenses for each of the three and six months periods were comparable and approximated $13,550 and $14,093 for the three months ended June 30, 2024 and 2023, respectively, and $26,523 and $26,280 for the six months ended June 30, 2024 and 2023, respectively.

Interest expense approximated $3,017 and $2,245 for the three months ended June 30, 2024 and 2023, respectively, and $5,774 and $4,316, for the six months ended June 30, 2024 and 2023, respectively. When compared to the same periods of the prior year, the increase is principally due to:

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•

Higher interest on the equipment financing facility, net of capitalized interest, of approximately $545 and $615 for the three and six months ended June 30, 2024, respectively;

•

Higher average borrowings outstanding under the revolving credit facility, which increased interest expense by approximately $120 and $420 for the three and six months ended June 30, 2024, respectively;

•

Higher average interest rates for 2024 versus 2023, which increased interest expense by approximately $85 and $265 for the three and six months ended June 30, 2024, respectively; and

•

Higher interest on the sale and leaseback financing transactions, including interest on the proceeds received from the Disbursement Agreement in June 2023, which increased interest expense by approximately $50 and $160 for the three and six months ended June 30, 2024, respectively.

Other income – net is comprised of the following:

	Three Months Ended June 30,									Six Months Ended June 30,
	2024			2023			Change			2024			2023			Change
Net pension and other postretirement income	$	1,187		$	1,257		$	(70	)	$	2,366		$	2,513		$	(147	)
Gain (loss) on foreign exchange transactions		302			(1,244	)		1,546			(190	)		(1,159	)		969
Unrealized (loss) gain on Rabbi trust investments		(116	)		89			(205	)		106			248			(142	)
Other		8			(4	)		12			3			(137	)		140
	$	1,381		$	98		$	1,283		$	2,285		$	1,465		$	820

Other income – net fluctuated period over period principally due to changes in foreign exchange gains and losses.

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.

In addition, as of December 31, 2023, as a result of the Corporation moving certain of its cast roll production from the U.K. to Sweden given the significant increases in energy costs in the U.K. due in part to Russia-Ukraine conflict, the Corporation’s U.K. operations entered into a three-year cumulative loss position resulting in a valuation allowance to be established against the net deferred income tax assets of the U.K. operations. As of June 30, 2024, the U.K. operations remain in a three-year cumulative loss position. Accordingly, the income tax provision for the three and six months ended June 30, 2024 does not include any income tax benefit for the net operating losses of the U.K. By comparison, the income tax provision for the three and six months ended June 30, 2023, which is prior to establishing the valuation allowance, includes a income tax benefit for the operating losses of the U.K.

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.

Net income (loss) attributable to Ampco-Pittsburgh and net income (loss) per common share attributable to Ampco-Pittsburgh equaled $2,012 and $0.10 per common share and $423 and $0.02 per common share for the three months ended June 30, 2024 and 2023, respectively, and equaled $(705) and $(0.04) per common share and $1,099 and $0.06 per common share for the six months ended June 30, 2024 and 2023, respectively.

Net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh for the three and six months ended June 30, 2023 include an after-tax benefit associated with the Foreign Energy Credit of $1,874 or $0.10 per common share.

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Net Sales and Operating Results by Segment

Forged and Cast Engineered Products

	Three Months Ended June 30,							Six Months Ended June 30,
	2024		2023		Change			2024		2023		Change
Net Sales:
Forged and cast mill rolls	$	72,647	$	73,003	$	(356	)	$	146,043	$	144,702	$	1,341
FEP		3,066		4,578		(1,512	)		6,859		9,677		(2,818	)
	$	75,713	$	77,581	$	(1,868	)	$	152,902	$	154,379	$	(1,477	)
Income from Operations	$	5,361	$	3,904	$	1,457		$	6,937	$	6,128	$	809
								June 30, 2024		December 31, 2023		Change
Backlog								$	231,450	$	247,603	$	(16,153	)

The change in net sales for the three and six months ended June 30, 2024, when compared to the same periods of the prior year, is primarily due to the following:

•

Higher volume of and favorable changes in product mix for forged roll sales, particularly earlier in 2024, which increased net sales by approximately $100 and $3,100 for the three and six months ended June 30, 2024, respectively;

•

Improved pricing, net of lower variable-index surcharges passed through to customers as a result of fluctuation in the price of raw material, energy and transportation, which increased net sales by approximately $4,100 and $2,200 for the three and six months ended June 30, 2024, respectively; offset by

•

Lower volume of cast roll shipments, which decreased net sales by approximately $4,000 and $4,800 for the three and six months ended June 30, 2024, respectively; and

•

Lower volume of FEP shipments, which decreased net sales by approximately $1,800 and $2,000 for the three and six months ended June 30, 2024, respectively.

Changes in exchange rates between the periods reduced net sales slightly for the current year periods when compared to the same periods of the prior year.

Income from operations for the three and six months ended June 30, 2024 increased when compared to the three and six months ended June 30, 2023 primarily due to:

•

Benefit from improved pricing and fluctuations in manufacturing costs, net of lower variable-index surcharges, which increased income from operations by approximately $5,000 and $4,600 for the three and six months ended June 30, 2024, respectively, and

•

Lower selling and administrative costs associated primarily with lower commissions and professional fees, which increased income from operations by approximately $700 for each of the three and six months ended June 30, 2024, respectively; offset by

•

Lower manufacturing absorption and the insurance deductible associated with a fire at one of the Corporation’s cast roll facilities in the first quarter of 2024, which decreased operating income by approximately $1,100 and $1,500 for the three and six months ended June 30, 2024; respectively;

•

Foreign Energy Credit of $1,874 received in the prior year which benefited operating income for the three and six months ended June 30, 2023;

•

Impact from the net lower volume of shipments, which decreased operating income by approximately $1,200 and $900 for the three and six months ended June 30, 2024, respectively; and

•

Lower gains on the disposal of property, plant and equipment associated with equipment being replaced in the prior year in connection with the segment’s strategic capital expenditure program of approximately $131 for the six months ended June 30, 2024.

Changes in exchange rates between the periods reduced income from operations slightly for the current year periods when compared to the same periods of the prior year.

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Backlog decreased at June 30, 2024 from December 31, 2023 by $16,153. The backlog for mill roll orders at June 30, 2024 decreased from December 31, 2023 by approximately $12,500 primarily due to timing of 2025 orders from most of the segment’s major forged roll customers which are expected in the third quarter of 2024. The backlog for FEP was comparable at June 30, 2024 and December 31, 2023. Lower foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidies into the U.S. dollar decreased backlog at June 30, 2024 when compared to backlog at December 31, 2023 by approximately $3,600. At June 30, 2024, approximately 39% of backlog is expected to ship after 2024.

Air and Liquid Processing

	Three Months Ended June 30,							Six Months Ended June 30,
	2024		2023		Change			2024		2023		Change
Net Sales:
Air handling systems	$	14,043	$	8,892	$	5,151		$	26,553	$	18,096	$	8,457
Heat exchange coils		11,979		11,105		874			22,802		21,740		1,062
Centrifugal pumps		9,253		9,633		(380	)		18,946		17,799		1,147
	$	35,275	$	29,630	$	5,645		$	68,301	$	57,635	$	10,666
Income from Operations	$	3,174	$	2,977	$	197		$	5,156	$	5,930	$	(774	)
								June 30, 2024		December 31, 2023		Change
Backlog								$	128,925	$	131,309	$	(2,384	)

Net sales for the three and six months ended June 30, 2024 improved over the comparable prior year periods principally due to an increase in shipments of air handling systems attributable to higher order intake as a result in the segment’s expansion of its sales distribution network throughout 2023 and the additional manufacturing facility opened in the third quarter of 2023. Net sales of heat exchange coils for the three and six months ended June 30, 2024 improved when compared to net sales for the three and six months ended June 30, 2023 primarily as a result of higher net sales to original equipment manufacturers and fossil utility customers. Net sales of centrifugal pumps for the six months ended June 30, 2024 exceed the comparable prior year period due to a higher volume of shipments to commercial customers but declined for the second quarter of 2024 when compared to the second quarter of 2023 as a result of timing of shipments.

Operating income fluctuated between the periods principally due to:

•

Higher volume of shipments, net of changes in product mix and manufacturing costs, which increased operating income by approximately $700 and $300 for the three and six months ended June 30, 2024; offset by

•

Higher selling and administrative costs of approximately $500 and $1,000 for the three and six months ended June 30, 2024 primarily as a result of higher commissions and employee-related costs including costs associated with expansion of the segment’s sales distribution network; and

•

Higher lease costs associated with the additional manufacturing facility of approximately $100 for the six months ended June 30, 3024.

Backlog at June 30, 2024 decreased from December 31, 2023 by $2,384. Backlog for air handling units decreased approximately $7,800 from December 31, 2023 due to the strong sales and lower order activity as a result of the manufacturing facilities being at capacity for the balance of 2024. Backlog for centrifugal pumps improved from December 31, 2023 by approximately $5,900 and backlog for heat exchangers was modestly lower versus December 31, 2023. At June 30, 2024, approximately 53% of backlog is expected to ship after 2024.

Non-GAAP Financial Measures

The Corporation presents non-GAAP adjusted income from operations which is calculated as income from operations excluding the Foreign Energy Credit for the three and six months ended June 30, 2023. This non-GAAP financial measure is not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies.

The Corporation has presented non-GAAP adjusted income from operations because it is a key measure used by the Corporation’s management and Board of Directors to understand and evaluate the Corporation’s operating performance and to develop operational goals for managing its business. This non-GAAP financial measure excludes significant charges or credits that are one-time charges or credits, or unrelated to the Corporation’s ongoing results of operations, or beyond its control. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation’s business performance. The Corporation believes this non-GAAP financial measure helps identify underlying trends in its business that otherwise could be masked by the effect of the

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items it excludes from adjusted income from operations. In particular, the Corporation believes the exclusion of the Foreign Energy Credit can provide a useful measure for period-to-period comparisons of the Corporation’s core business performance. The Corporation also believes this non-GAAP financial measure provides 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.

Adjusted income from operations is 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 adjusted income from operations rather than income from operations, which is the nearest GAAP equivalent. Among other things, there can be no assurance that additional benefits similar to the Foreign Energy Credit will not occur in future periods.

The adjustment reflected in adjusted income from operations is pre-tax. The tax impact associated with the adjustment is not significant due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the jurisdiction where the income is recognized.

The following is a reconciliation of income from operations to non-GAAP adjusted income from operations for the three and six months ended June 30, 2024 and 2023, respectively:

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023			2024		2023
Income from operations, as reported (GAAP)	$	5,043	$	3,288		$	5,125	$	5,281
Foreign Energy Credit (1)		-		(1,874	)		-		(1,874	)
Income from operations, as adjusted (Non-GAAP)	$	5,043	$	1,414		$	5,125	$	3,407

(1) Represents reimbursement of past energy costs at one of the Corporation’s foreign operations by its local government.

Liquidity and Capital Resources

	Six Months Ended June 30,
	2024			2023			Change
Net cash flows used in operating activities	$	(780	)	$	(7,105	)	$	6,325
Net cash flows used in investing activities		(4,370	)		(9,560	)		5,190
Net cash flows provided by financing activities		5,922			17,404			(11,482	)
Effect of exchange rate changes on cash and cash equivalents		(166	)		1			(167	)
Net increase in cash and cash equivalents		606			740			(134	)
Cash and cash equivalents at beginning of period		7,286			8,735			(1,449	)
Cash and cash equivalents at end of period	$	7,892		$	9,475		$	(1,583	)

Net cash flows used in operating activities equaled $(780) and $(7,105) for the six months ended June 30, 2024 and 2023, respectively. The change in net cash flows from operating activities for the six months ended June 30, 2024 when compared to the six months ended June 30, 2023 primarily is due to a lower investment in trade working capital. In addition, net cash flows used in operating activities includes:

•

Reimbursement of prior years' asbestos-related settlement costs of approximately $1,756 as a result of the Corporation and Air & Liquid entering into a settlement agreement with a previously unsettled insurance carrier during the second quarter of 2024; offset by

•

Higher contributions to U.S. defined benefit pension plans of approximately $3,347 for the six months ended June 30, 2024 in comparison to the six months ended June 30, 2023; and

•

Proceeds from the Foreign Energy Credit of approximately $1,874 received in the second quarter of 2023.

Asbestos-related payments are expected to continue in the foreseeable future. The amount of asbestos-related payments and corresponding insurance recoveries is difficult to predict and can vary based on a number of factors, including changes in assumptions, as outlined in Note 15 to the condensed consolidated financial statements. Contributions to U.S. defined benefit plans for the remainder of 2024 are expected to approximate $2,700.

Net cash flows used in investing activities equaled $(4,370) and $(9,560) for the six months ended June 30, 2024 and 2023, respectively, and include capital expenditures for the FCEP segment related to the previously announced capital program undertaken to upgrade existing equipment at certain of its locations. The capital program was completed during the second quarter of 2024. In addition, a division of the ALP segment has initiated purchases of key machinery which may be able to be subsidized by various government incentives such as grants. Through June 30, 2024, the Corporation received approximately $808 in government incentives to help offset the cost of such key machinery. To date, no repayment obligations exist for any government incentives received. At

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June 30, 2024, commitments for future capital expenditures approximated $3,800 which is expected to be spent over the next 12-15 months.

Net cash flows provided by financing activities equaled $5,922 and $17,404 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $11,482 primarily due to:

•

Lower net borrowings from the Corporation’s revolving credit facility of $5,130;

•

Lower proceeds from the equipment financing facility of $2,515;

•

Lower proceeds from sale and leaseback financing arrangements of $2,500;

•

Higher debt repayments of $673 primarily due to the commencement of principal payments on the equipment financing Term Notes; and

•

Repayment of related-party debt in 2024 of $664.

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 increased by $606 during 2024 and ended the period at $7,892 in comparison to $7,286 at December 31, 2023. The majority of the Corporation’s cash and cash equivalents is held by its foreign operations. Domestic customer remittances are used to pay down 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 and debt service costs. The maturity date for the revolving credit facility is June 29, 2026 and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. As of June 30, 2024, remaining availability under the revolving credit facility approximated $20,540, net of standard availability reserves. In addition, although the previously announced capital program undertaken to upgrade existing equipment at certain of the Corporation’s FCEP locations has been completed, subject to the approval of the lender, approximately $1,589 remains available under the Corporation's equipment finance facility to finance other capital projects of the Corporation. 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.

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 would be successful in achieving such enhancements or be able to improve its liquidity.

Litigation and Environmental Matters

See Note 15 and Note 16 to the condensed consolidated financial statements.

Critical Accounting Pronouncements

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2023, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4 – CONTROLS AND PROCEDURES

Disclosure controls and procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures designed to ensure information required to be disclosed by a company in the reports it files under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by an issuer in the reports it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded the Corporation’s disclosure controls and procedures were effective as of June 30, 2024.

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.

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PART II – OTHER INFORMATION

AMPCO-PITTSBURGH CORPORATION

Item 1 Legal Proceedings

The information contained in Note 15 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

Item 1A Risk Factors

There are no material changes to the “Risk Factors” included under Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, except as to the Corporation's ability to satisfy the continued listing requirements of the New York Stock Exchange (“NYSE”) or the NYSE American Exchange.

The Corporation's common stock is currently listed on the NYSE and its Series A warrants are listed on the NYSE American Exchange, with each imposing objective and subjective requirements for continued listing. Continued listing criteria of the NYSE include maintaining prescribed levels of financial condition, market capitalization and shareholders’ equity. Specifically, a company with common equity listed on the NYSE is subject to delisting if (i) its average market capitalization over a consecutive 30 trading-day period is below $15 million, or (ii) its common stock trades at an “abnormally low” selling price or volume of trading. In either case, if not maintained by the Corporation, the NYSE will promptly suspend the Corporation's common stock from trading on the NYSE and would begin the process to delist the Corporation's common stock from the NYSE, subject to the Corporation's right to appeal under the NYSE rules.

Additionally, the NYSE requires a listed company to maintain average global market capitalization over a consecutive 30 trading-day period of at least $50 million or maintain shareholders’ equity of at least $50 million and maintain a share price of at least $1.00. If the company does not regain compliance within a cure period up to a maximum of 18 months, it will be subject to delisting. Should the Corporation receive a notice of non-compliance, the NYSE may allow up to an 18-month cure period if the Corporation presents a plan to become compliant with adequate strategic actions and progress reporting satisfactory to the NYSE. If the NYSE determines the Corporation's common stock fails to satisfy the requirements for continued listing, or the Corporation continues to fail to meet listing criteria, the Corporation's common stock could be de-listed from the NYSE, which could impact potential liquidity for the Corporation's shareholders.

Continued listing criteria of the NYSE American Exchange include maintaining prescribed levels of financial condition, market capitalization and shareholders’ equity. Among other requirements, there must be an aggregate of at least 50,000 Series A warrants. Satisfaction of the NYSE American Exchange’s listing requirements therefore depends upon the extent to which warrant holders elect to exercise their Series A warrants. There can be no assurance the Corporation will continue to meet these, or other, listing standards of the NYSE American Exchange with respect to the Series A warrants. If the Corporation fails to meet the listing criteria, the Corporation's warrants could be de-listed from the NYSE American Exchange, which could impact potential liquidity for the Corporation's shareholders.

These “Risk Factors” should be carefully considered, understanding such risk factors may not describe every risk facing the Corporation. Additional risks and uncertainties not currently known to the Corporation or that the Corporation currently deems to be immaterial could adversely affect its business, financial condition and results of operations in the future.

Items 2-4 None.

Item 5 Other Information

(a) On August 8, 2024, the Board of Directors of the Corporation approved an amendment and restatement to the change in control agreement between Samuel C. Lyon, who serves as President of Union Electric Steel Corporation (“UES”), and the Corporation (as amended and restated, the “Lyon Change in Control Agreement”). As amended and restated, the Lyon Change in Control Agreement provides, among other things, that, subject to the terms and conditions set forth in the agreement, in the event of a “Change in Control” (as such term is defined in the Lyon Change in Control Agreement) of the Corporation or UES, followed by a termination of Mr. Lyon’s employment with the Corporation within 24 months of such change in control, Mr. Lyon will be entitled to receive a severance payment in the amount equal to the sum of (i) three times the annual base salary either at the time of the change in control or at termination, whichever is higher, and (ii) three times the bonus paid for the prior year, in addition to certain other benefits. The definition of “Change in Control” in the Lyon Change in Control Agreement was also amended to provide that in addition to the existing events constituting a

31

Change in Control, a Change in Control would also be deemed to have occurred if (x) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Corporation is or becomes the beneficial owner, directly or indirectly, of securities of UES representing fifty percent (50%) or more of the combined voting power of UES’s then outstanding securities, (y) the shareholders of UES approve a merger of, or consolidation involving, UES in which UES’s Common Stock, no par value per share, respectively, is converted into shares or securities of another corporation, or into cash or other property; or (z) the shareholders of the UES approve a plan of complete liquidation of UES or an agreement for the sale or disposition by UES of all or substantially all UES’s assets, respectively, either of which is followed by a distribution of all or substantially all of the net proceeds to the shareholders.

On August 8, 2024, the Board of Directors of the Corporation also approved an amendment and restatement to the change in control agreement between David G. Anderson, who serves as President of Air & Liquid Systems Corporation (“ALS”), and the Corporation (as amended and restated, the “Anderson Change in Control Agreement” and collectively with the Lyon Change in Control Agreement, the “Change in Control Agreements”). As amended and restated, the Anderson Change in Control Agreement provides, among other things, that, subject to the terms and conditions set forth in the agreement, in the event of a “Change in Control” (as such term is defined in the Anderson Change in Control Agreement) of the Corporation or ALS, followed by a termination of Mr. Anderson’s employment with the Corporation within 24 months of such change in control, Mr. Anderson will be entitled to receive a severance payment in the amount equal to the sum of (i) three times the annual base salary either at the time of the change in control or at termination, whichever is higher, and (ii) three times the bonus paid for the prior year, in addition to certain other benefits. The definition of “Change in Control” in the Anderson Change in Control Agreement was also amended to provide that in addition to the existing events constituting a Change in Control, a Change in Control would also be deemed to have occurred if (x) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Corporation is or becomes the beneficial owner, directly or indirectly, of securities of ALS representing fifty percent (50%) or more of the combined voting power of ALS’s then outstanding securities, (y) the shareholders of ALS approve a merger of, or consolidation involving, ALS in which the ALS’s Common Stock, $1.00 par value per share, respectively, is converted into shares or securities of another corporation, or into cash or other property; or (z) the shareholders of the ALS approve a plan of complete liquidation of ALS or an agreement for the sale or disposition by ALS of all or substantially all ALS’s assets, respectively, either of which is followed by a distribution of all or substantially all of the net proceeds to the shareholders.

This summary of the Change in Control Agreements do not purport to be complete and is qualified in its entirety by reference to the full text of the Change in Control Agreements, which are filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference..

(b) None.

(c) During the three months ended June 30, 2024, 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.

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Item 6 Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Form 10-Q.

(3.1)		Restated Articles of Incorporation, effective as of August 11, 2017, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2017.
(3.2)		Amendment of Amended and Restated Articles of Incorporation, effective as of May 9, 2019, incorporated by reference to Quarterly Report on Form 10-Q filed on May 10, 2019.
(3.3)	†	Amended and Restated By-Laws, effective June 4, 2024.
(10.1)	†+	Amended and Restated Change in Control Agreement by and between Ampco-Pittsburgh Corporation and Samuel C. Lyon, dated August 8, 2024.
(10.2)	†+	Amended and Restated Change in Control Agreement by and between Ampco-Pittsburgh Corporation and David G. Anderson, dated August 8, 2024.
(31.1)	†	Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
(31.2)	†	Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
(32.1)	††	Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
(32.2)	††	Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
(101.INS)	*	Inline XBRL Instance Document
(101.SCH)	**	Inline XBRL Taxonomy Extension Schema 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 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 June 30, 2024 and December 31, 2023, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2024 and 2023, (iv) the Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2024 and 2023, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023, and (vi) Notes to Condensed Consolidated Financial Statements.

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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: August 12, 2024	BY:	/s/ J. Brett McBrayer
		J. Brett McBrayer
		Director and Chief Executive Officer
DATE: August 12, 2024	BY:	/s/ Michael G. McAuley
		Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer

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