FORM lO-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-898. AMPCO-PITTSBURGH CORPORATION Incorporated in Pennsylvania. I.R.S. Employer Identification No. 25-1117717. 600 Grant Street, Pittsburgh, Pennsylvania 15219 Telephone Number 412/456-4400 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES X NO On November 10, 1995, 9,577,621 common shares were outstanding. - 1 - AMPCO-PITTSBURGH CORPORATION INDEX Page No. Part I - Financial Information: Item 1 - Consolidated Financial Statements Consolidated Balance Sheets - September 30, 1995 and December 31, 1994 3 Consolidated Statements of Income - Nine Months ended September 30, 1995 and 1994; Three Months ended September 30, 1995 and 1994 4 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1995 and 1994 5 Notes to Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - Other Information: Item 6 - Exhibits and Reports on Form 8-K 10 Signatures 11 Exhibit Index 12 Exhibits Exhibit 4 Exhibit 27 - 2 - PART I - FINANCIAL INFORMATION AMPCO-PITTSBURGH CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, December 31, 1995 1994 Assets Current assets: Cash and cash equivalents $ 15,287,712 $ 19,328,921 Receivables, less allowance for doubtful accounts of $846,908 in 1995 and $483,017 in 1994 28,606,857 21,249,278 Inventories 31,249,507 30,321,705 Investments available for sale 7,506,021 5,392,694 Other 3,152,528 3,458,582 Total current assets 85,802,625 79,751,180 Property, plant and equipment, at cost 108,903,071 101,436,078 Accumulated depreciation (56,205,045) (51,692,129) Net property, plant and equipment 52,698,026 49,743,949 Prepaid pension 14,480,452 14,962,827 Other noncurrent assets 10,840,455 7,454,131 $ 163,821,558 $151,912,087 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 7,170,117 $ 5,986,001 Accrued payrolls and employee benefits 7,837,484 7,881,752 Other 6,972,978 6,390,736 Total current liabilities 21,980,579 20,258,489 Employee benefit obligations 19,882,894 20,156,521 Deferred income taxes 7,965,276 4,382,467 Other noncurrent liabilities 3,622,514 4,143,726 Total liabilities 53,451,263 48,941,203 Shareholders' equity: Preference stock - no par value; authorized 3,000,000 shares: none issued - - Common stock - par value $1; authorized 20,000,000 shares; issued and outstanding 9,577,621 in 1995 and 1994 9,577,621 9,577,621 Additional paid-in capital 102,555,980 102,555,980 Retained earnings (deficit) (9,962,197) (15,104,987) 102,171,404 97,028,614 Cumulative translation adjustments 3,591,725 2,709,881 Unrealized holding gains on securities 4,607,166 3,232,389 Total shareholders' equity 110,370,295 102,970,884 $ 163,821,558 $151,912,087 See Notes to Consolidated Financial Statements. - 3 - AMPCO-PITTSBURGH CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended Sept. 30, Three Months Ended Sept. 30, 1995 1994 1995 1994 Net sales $105,107,649 $ 84,428,496 $ 34,956,421 $ 27,589,907 Operating costs and expenses: Cost of products sold (excluding depreciation) 75,820,443 61,845,036 25,173,230 19,977,617 Selling and administrative 15,129,616 12,969,382 5,344,713 4,512,150 Depreciation 4,292,111 4,124,037 1,430,651 1,367,975 95,242,170 78,938,455 31,948,594 25,857,742 Income from operations 9,865,479 5,490,041 3,007,827 1,732,165 Other income and (expense): Gain on sale of investment - 2,554,294 - 226,635 Other income (expense) - net (164,302) (611,186) 14,975 (116,362) Income from continuing operations before provision for taxes on income 9,701,177 7,433,149 3,022,802 1,842,438 Provision for taxes on income 3,870,000 2,710,000 1,310,000 710,000 Income from continuing operations 5,831,177 4,723,149 1,712,802 1,132,438 Gain on disposal of discontinued operation, net of an income tax provision of $17,000 in 1995 and $931,000 in 1994 30,300 1,728,251 30,300 - Net income $ 5,861,477 $ 6,451,400 $ 1,743,102 $ 1,132,438 Net income per common share: Continuing operations $ .61 $ .49 $ .18 $ .12 Discontinued operations - .18 - - Net income $ .61 $ .67 $ .18 $ .12 Cash dividends declared per share $ .075 $ .075 $ .025 $ .025 Weighted average common shares outstanding 9,577,621 9,577,621 9,577,621 9,577,621 See Notes to Consolidated Financial Statements - 4 - AMPCO-PITTSBURGH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended Sept. 30, 1995 1994 Cash flows from operating activities: Net income $ 5,861,477 $ 6,451,400 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 4,292,111 4,124,037 (Gain) on sale of investment - (2,554,294) (Gain) on discontinued operations (47,300) (2,659,251) Deferred income taxes 3,445,000 3,304,958 Other - net 431,896 190,686 (Increase) decrease in assets: Receivables (1,669,258) (2,414,897) Inventories 542,243 (1,338,682) Other assets 907,984 2,611,275 Increase (decrease) in liabilities: Accounts payable (563,370) 627,933 Accrued payrolls and employee benefits (287,290) (401,892) Other liabilities (1,893,470) (2,340,094) Net cash flows from operating activities 11,020,023 5,601,179 Cash flows from investing activities: Acquisition of Buffalo Air Handling (11,500,000) - Purchases of property, plant and equipment (3,087,822) (2,176,112) Proceeds from sales of investments - 4,309,579 Proceeds from disposal of discontinued operations 49,750 3,278,070 Net cash flows from investing activities (14,538,072) 5,411,537 Cash flows from financing activities: Repayments of long-term debt - (433,333) Dividends paid (718,687) (718,687) Net cash flows from financing activities (718,687) (1,152,020) Effect of exchange rate changes on cash 195,527 208,045 Net increase (decrease) in cash (4,041,209) 10,068,741 Cash at beginning of year 19,328,921 9,550,420 Cash at end of period $ 15,287,712 $ 19,619,161 Supplemental information: Income tax payments $ 368,003 $ 1,033,167 See Notes to Consolidated Financial Statements. - 5 - AMPCO-PITTSBURGH CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operations for the Nine and Three Month Periods Ended September 30, 1995 and 1994 Net sales for the nine and three month periods of 1995 were $105,108,000 and $34,956,000 compared to $84,428,000 and $27,590,000 for the same periods of the prior year. Excluding the additional sales from the acquisition of Buffalo Air Handling on May 1, 1995, sales increased by 14% and 9% for the first nine months and third quarter of 1995, respectively, compared to the prior year. Each operation continues to experience higher shipment levels over the prior year due to improved economic activity in all of the markets served. The order backlog at September 30, 1995 of $87,600,000 declined slightly during the third quarter compared to the backlog of $90,900,000 at June 30, 1995. Excluding the impact of Buffalo Air Handling, the backlog at September 30, 1995 is 11% and 30% above the comparable totals at December 31, 1994 and September 30, 1994, respectively. The cost of products sold relationships for the nine and three months ended September 30, 1995 were 72.1% and 72.0%, respectively. This compares with the prior comparable periods at 73.3% and 72.4%, respectively. The margin improvement is primarily a result of a more favorable product mix and higher production levels in 1995. Despite the overall increase in order levels noted in the backlog figures above, competitive pricing pressures are continuing. Selling and administrative expenses increased by $2,160,000 for the year-to-date period and $833,000 for the third quarter, both compared to the prior year. Excluding the impact of Buffalo Air Handling, these costs increased by 8% year-to-date and by 3% for the quarter, both compared to the prior year. The higher spending resulted from increased business levels. As a result of the higher levels of production and shipments, income from operations increased 80% for the nine month period to $9,865,000 and 74% for the three month period to $3,008,000, both compared to the prior year. Gain on sale of investment was $2,554,000 in the first nine months of 1994 and $227,000 in the third quarter of 1994. (See Notes to Financial Statements - Note 3). Other income (expense) - net was $(164,000) in the first nine months of 1995 compared to $(611,000) in 1994. The improvement is principally due to an increase in interest rates on invested cash balances. Discontinued operations in 1995 and 1994 include gains, net of deferred taxes, of $30,000 and $1,728,000 from the partial disposition of shares of Northwestern Steel and Wire Company (Northwestern). (See Notes to Financial Statements - Note 3). As a result of all of the above, the Corporation had net income for the nine and three months ended September 30, 1995 of $5,861,000 and $1,743,000, respectively. This compares with net income for the prior year comparable periods of $6,451,000 and $1,132,000, respectively. - 8 - Liquidity and Capital Resources Net cash flow from operating activities was positive for the nine months ended September 30, 1995 at $11,020,000 and compares with positive cash flows of $5,601,000 for the comparable period 1994. Net cash outflow for working capital increases was $2,963,000 in 1995 compared with $3,256,000 in 1994. The increased cash flow in 1995 resulted primarily from higher operating earnings. The net cash outflow from investing activities in 1995 includes $11,500,000 for the purchase of Buffalo Air Handling. The net cash inflow for investing activities in 1994 includes proceeds from the sales of Northwestern and Amersham shares and the contingent purchase price receipt from Amersham. Capital expenditures for 1995 totaled $3,088,000 compared to $2,176,000 in 1994. Capital appropriations carried forward from June 30, 1995 total $1,600,000. Capital requirements are expected to be financed from funds internally generated. During the third quarter, the Corporation chose to reduce the amount available under its revolving credit agreement from $15,000,000 to $7,500,000. The total borrowing available from all sources, including short-term lines of credit, is now $14,500,000 which is considered in excess of the cash needs of the Corporation's businesses. At September 30, 1995, the Corporation owned 857,831 shares of Northwestern which had a market value of $7,506,000. The Corporation intends to sell its shares in Northwestern in an orderly manner, depending on market conditions. The Corporation also owned 36,726 shares of Amersham, with a market value of approximately $500,000, which are restricted from sale until May 1996. With respect to environmental matters, the Corporation has been named a potentially responsible party at certain sites. The Corporation has accrued for costs of remedial actions it would likely be required to take. In addition, the Corporation has provided for environmental clean-up costs related to preparing its discontinued business facilities for sale. While it is not possible to quantify with certainty the potential of actions regarding environmental matters, particularly any future remediation and other compliance efforts, in the opinion of management, compliance with the present environmental protection laws and the potential liability for all environmental proceedings will not have a material adverse effect on the financial condition, results of operations or liquidity of the Corporation. The nature and scope of the Corporation's business bring it into regular contact with a variety of persons, businesses and government agencies in the ordinary course of business. Consequently, the Corporation and its subsidiaries from time to time are named in various legal actions. The Corporation does not anticipate that its financial condition, results of operations or liquidity will be materially affected by the costs of known, pending or threatened litigation. - 9 - AMPCO-PITTSBURGH CORPORATlON NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Unaudited Consolidated Financial Statements Certain amounts for preceding periods have been reclassified for comparability with the 1995 presentation. The condensed consolidated balance sheet as of September 30, 1995, the consolidated statements of income for the nine and three month periods ended September 30, 1995 and 1994 and the consolidated statements of cash flows for the nine month periods then ended have been prepared by the Corporation without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation's annual report to shareholders for the year ended December 31, 1994. The results of operations for the periods ended September 30, 1995 are not necessarily indicative of the operating results for the full year. 2. Acquisition of Buffalo Air Handling On May 1, 1995 the Corporation acquired Buffalo Air Handling Company located in Amherst, VA ("Buffalo") for $11,500,000 in cash. Buffalo is a manufacturer of large custom air handling systems for industrial and commercial customers with sales of $22 million last year. The acquisition was accounted for as a purchase transaction. The excess of the purchase price over the estimated fair value of the tangible net assets acquired is being amortized over a preliminarily determined period of thirty years using the straight-line method. The results of operations of Buffalo from May 1, 1995 have been included in the consolidated financial statements. The consolidated results of operations on a pro forma basis as though Buffalo had been acquired as of January 1, 1994 are as follows (in thousands except for per share information): Three Months Nine Months Ended September 30, Ended September 30, 1995 1994 1995 1994 Net sales $ 34,956 $ 33,126 $112,873 $ 99,460 Net income $ 1,743 $ 1,256 $ 6,206 $ 7,010 Net income per share $ .18 $ .13 $ .65 $ .73 The pro forma financial information is not necessarily indicative either of results of operations that would have occurred had the purchase been made at the beginning of the period, or of future results of operations of the combined companies. The 1994 periods include gains from investments (see Note 3). - 6 - 3. Investments In January 1994, The Corporation received a payment of $1,597,509 from Amersham International PLC (Amersham), composed of cash of $813,654 and 52,466 shares of Amersham valued at $783,855, in satisfaction of a contingent purchase price in connection with their 1993 purchase of the Corporation's 20% interest in United States Biochemical Corporation. As no value was assigned previously to the contingent purchase price, the settlement was recorded as a gain in 1994. During the second and third quarters of 1994, the Corporation sold 212,861 shares of its holdings in Amersham, realizing proceeds of $3,256,000 and a pre-tax gain of $957,000 (including $227,000 in the third quarter). During the first quarter of 1994, the Corporation sold 243,500 shares of its interest in Northwestern Steel and Wire Company (Northwestern), realizing proceeds of $2,779,000 and a pre-tax gain of $2,659,251. Consistent with the previous accounting for Northwestern, this gain was reflected in discontinued operations net of a deferred tax provision of $931,000. An additional 5,000 shares of Northwestern were sold at a gain during the third quarter of 1995. 4. Inventory Inventories are comprised of the following: September 30, December 31, 1995 1994 Raw materials $ 4,994,633 $ 5,016,745 Work-in-process 20,004,923 18,287,381 Finished goods 4,624,298 5,025,790 Supplies 1,625,653 1,991,789 $ 31,249,507 $30,321,705 5. Net Income Per Common Share Net income per common share is computed on the basis of a weighted number of shares of Ampco-Pittsburgh Corporation's common stock outstanding, which has remained unchanged at 9,577,621 shares, for the periods presented. 6. Post Balance Sheet Event On October 1, 1995 the Corporation acquired Bimex Corporation, a manufacturer of bimetallic liners and barrels for the plastic molding machinery industry, located in Wales, WI. The acquisition, for approximately $4,000,000 cash, will be accounted for as a purchase transaction in the year end financial statements. - 7 - PART II - OTHER INFORMATION AMPCO-PITTSBURGH CORPORATION Items 1-5. None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 4. Amendment No. 1 to Revolving Credit Agreement dated as of September 30, 1993. 27. Financial Data Schedule (b) Reports on Form 8-k None - 10 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMPCO-PITTSBURGH CORPORATION DATE: November 10, 1995 BY: s/Robert A. Paul Robert A. Paul President and Chief Executive Officer DATE: November 10, 1995 BY: s/Robert J. Reilly Robert J. Reilly Treasurer and Controller (Principal Financial Officer) - 11 - AMPCO-PITTSBURGH CORPORATION EXHIBIT INDEX Exhibit 4 - Amendment No. 1 to Revolving Credit Agreement dated as of September 30, 1993. Exhibit 27 - Financial Data Schedule (FDS) - 12 -