10-Q: Ampco-Pittsburgh Q3 Loss Widens Amid UK Exit, Tariffs

Sentiment:

Quarterly Report


Ampco-Pittsburgh Corporation reported a wider net loss in Q3 2025, driven by significant exit charges from its UK operations and mixed segment performance.

Worse than expectedNet loss attributable to Ampco-Pittsburgh widened significantly for both the three-month and nine-month periods.Operating income decreased substantially for both the three-month and nine-month periods.The FCEP segment, a major business component, reported an operating loss for both the quarter and year-to-date.Overall backlog declined by $34,244 thousand, indicating weaker future revenue prospects.A significant non-cash impairment charge of $43,000 thousand to $45,000 thousand is expected in Q4 2025.Net cash flows from operating activities turned negative year-to-date, indicating a deterioration in operational cash generation.

Summary

  • Net loss attributable to Ampco-Pittsburgh widened to $(2,211) thousand for the three months ended September 30, 2025, compared to $(1,959) thousand for the same period in 2024.
  • Year-to-date net loss attributable to Ampco-Pittsburgh increased to $(8,404) thousand for the nine months ended September 30, 2025, from $(2,664) thousand in the prior year.
  • Total net sales increased to $108,009 thousand in Q3 2025 from $96,166 thousand in Q3 2024, and to $325,378 thousand year-to-date 2025 from $317,369 thousand year-to-date 2024.
  • Income from operations decreased to $1,123 thousand in Q3 2025 from $1,870 thousand in Q3 2024, and to $1,895 thousand year-to-date 2025 from $6,995 thousand year-to-date 2024.
  • The Forged and Cast Engineered Products (FCEP) segment reported an operating loss of $(401) thousand in Q3 2025 and $(459) thousand year-to-date 2025, primarily due to $3,069 thousand (Q3) and $9,819 thousand (YTD) in exit charges related to the UES-UK and AUP closures.
  • The Air and Liquid Processing (ALP) segment operating income increased to $4,160 thousand in Q3 2025 and $11,576 thousand year-to-date 2025.
  • Consolidated backlog decreased to $344,640 thousand as of September 30, 2025, from $378,884 thousand as of December 31, 2024.
  • The Corporation expects to recognize a non-cash impairment charge in the fourth quarter of 2025, ranging between $43,000 thousand and $45,000 thousand, related to its investment in UES-UK.

Sentiment

Score: 3

Explanation: The company reported a wider net loss and declining operating income, primarily due to significant exit charges and struggles in its FCEP segment. While the ALP segment shows growth and some tariff benefits are noted, the overall financial performance is weak, and a substantial impairment charge is expected. Liquidity is deemed sufficient, but the overall picture is negative.

Positives

  • Total net sales increased by $11,843 thousand for the three months and $8,009 thousand for the nine months ended September 30, 2025, compared to the prior year.
  • The Air and Liquid Processing (ALP) segment demonstrated strong growth, with net sales increasing by $7,579 thousand (Q3) and $6,451 thousand (YTD), and operating income increasing by $1,026 thousand (Q3) and $3,286 thousand (YTD).
  • ALP segment backlog increased by $10,441 thousand, driven by strong order activity in the pharmaceutical, nuclear, and U.S. Navy markets.
  • The FCEP segment benefited from improved pricing and higher variable-index surcharges, which improved operating results by approximately $4,100 thousand (Q3) and $7,900 thousand (YTD).
  • The Corporation received Employee-Retention Credits of $735 thousand year-to-date 2025, with $456 thousand allocated to FCEP and $279 thousand to ALP.
  • An income tax benefit of $100 thousand (Q3) and $900 thousand (YTD) was recognized due to the Chinese joint venture qualifying as a high-tech enterprise, reducing its tax rate from 25% to 15% through 2026.
  • Net cash flows used in investing activities decreased by $2,150 thousand, primarily due to lower capital expenditures and higher proceeds from asset sales.
  • Net cash flows provided by financing activities increased by $4,043 thousand, largely due to proceeds from new Equipment Term Notes.

Negatives

  • Net loss attributable to Ampco-Pittsburgh widened for both the three-month (from $(1,959) thousand to $(2,211) thousand) and nine-month (from $(2,664) thousand to $(8,404) thousand) periods.
  • Operating income decreased by $747 thousand for the three months and $5,100 thousand for the nine months ended September 30, 2025.
  • The FCEP segment reported an operating loss of $(401) thousand (Q3) and $(459) thousand (YTD), primarily due to $3,069 thousand (Q3) and $9,819 thousand (YTD) in exit charges.
  • Consolidated backlog decreased by $34,244 thousand, mainly due to a $60,200 thousand reduction in mill roll backlog for the FCEP segment.
  • Lower volume of roll shipments and unfavorable manufacturing absorption adversely impacted FCEP operating results by approximately $2,400 thousand (Q3) and $5,300 thousand (YTD).
  • An expected non-cash impairment charge of $43,000 thousand to $45,000 thousand will be recognized in Q4 2025 related to the UES-UK investment.
  • Net cash flows used in operating activities for the nine months ended September 30, 2025, were $(1,363) thousand, a significant change from $10,576 thousand provided in the prior year.
  • Asbestos liability remains substantial at $186,233 thousand as of September 30, 2025, with $20,859 thousand in gross settlement and defense costs paid year-to-date.
  • Costs of products sold, excluding depreciation and amortization, as a percentage of net sales, increased to 80.2% in Q3 2025 from 79.4% in Q3 2024.

Risks

  • Inability to maintain adequate liquidity to meet operating cash flow requirements, repay maturing debt, and meet other financial obligations.
  • Economic downturns, cyclical demand for products, and insufficient demand, particularly in the steel industry due to excess global capacity.
  • Inability to successfully restructure operations, exit U.K. operations, and/or invest in operations that will yield long-term value to shareholders.
  • Changes in the global economic environment, inflation, the ongoing impact of tariffs, elevated interest rates, recessions or prolonged periods of slow economic growth, global instability, and actual and threatened geopolitical conflict.
  • Liability of subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products.
  • Inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support growth strategy.
  • Inoperability of certain equipment on which the Corporation relies.
  • 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.
  • Inability to satisfy the continued listing requirements of the New York Stock Exchange.
  • Potential attacks on information technology infrastructure and other cyber-based business disruptions.
  • Fluctuations in the value of the U.S. dollar relative to other currencies.
  • Changes in the existing regulatory environment.
  • Consequences of pandemics and geopolitical conflicts.
  • Work stoppage or another industrial action on the part of any of the Corporation's unions.
  • Failure to maintain an effective system of internal control.
  • Risks and uncertainties related to the insolvency proceedings of Union Electric Steel UK Limited (UES-UK), including actions of administrators, interpretation of U.K. insolvency law, potential claims by creditors, ability to recover assets, and broader impact on financial condition and strategic plans.

Future Outlook

The Corporation expects to recognize a non-cash impairment charge of $43,000 thousand to $45,000 thousand in the fourth quarter of 2025 due to the UES-UK insolvency, with future cash expenditures associated with this insolvency expected to be insignificant. Management anticipates sufficient liquidity from funds on hand, future operations, and the revolving credit facility to finance operational requirements, debt service, and capital expenditures. There is a reasonable possibility within the next 12 months that sufficient positive evidence may allow for the reversal of some portion of the valuation allowance on deferred income tax assets in Sweden. Tariffs on steel and aluminum are expected to continue to be passed on to customers, and the U.S.'s onshoring of additional manufacturing capabilities could potentially increase demand for the ALP segment's products.

Management Comments

  • "The U.K. operations have been impacted by unpredictable and high energy costs compared to its foreign competitors, lower demand for its products manufactured in the U.K., and increased imports of rolls and flat rolled steel into Europe from low-cost countries."
  • "The Corporation expects to recognize a non-cash impairment charge in the fourth quarter of 2025, ranging between $43,000 and $45,000, based on estimates as of September 30, 2025."
  • "The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business."
  • "The Corporation believes the segment's remaining European cast operations are approximately on equal footing with its competition with respect to tariffs."
  • "Tariffs on steel product also have been a tailwind for the segment's FEP products resulting in increased order volumes."
  • "The U.S.'s onshoring of additional manufacturing capabilities would potentially increase demand for the segment's products."
  • "Funds on hand, funds generated from future operations and availability under the Corporations revolving credit facility are expected to be sufficient to finance the Corporations operational requirements, debt service costs and capital expenditures."

Industry Context

The FCEP segment operates in a challenging global steel industry characterized by excess manufacturing capacity and soft but stable demand. Increased imports of low-priced steel products into the U.S. and Europe have negatively impacted local demand. Tariffs imposed by the U.S. government on steel and aluminum imports have created a mixed impact, acting as a tailwind for FEP products and potentially leveling the playing field for U.S. cast roll producers, while also causing uncertainty and order deferrals. The ALP segment, conversely, is benefiting from increased demand in the power generation and U.S. military markets, aligning with broader trends in infrastructure and defense spending. Both segments continue to face increasing production costs due to inflation, which the company is attempting to mitigate through price increases.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Bylaws AmendmentAmended and Restated By-Laws became effective.June 4, 2024Not detailed in the filing, but generally aims to update the corporate governance framework.

Legal Proceedings

  • Asbestos litigation: Claims alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid. Total active claims at September 30, 2025, were 2,794. Gross settlement and defense costs paid in the period were $20,859 thousand.
  • UES-UK Structured Insolvency: On October 13, 2025, UES-UK filed a Notice of Intention to appoint administrators, formally appointed on October 14, 2025. This action is confined to UES-UK exclusively and does not affect the Corporation or its other subsidiaries. The Administrators will manage UES-UK's affairs, business, and property, likely leading to an orderly wind-down and asset sale.

Related Party Transactions

  • ATR (59.88% indirectly owned joint venture) has sales to and purchases from its minority shareholder and affiliates, and sales to a shareholder of one of the Corporation's other joint ventures in China and its affiliates.
  • Purchases from related parties totaled $2,657 thousand for Q3 2025 and $6,669 thousand for YTD 2025.
  • Sales to related parties totaled $4,261 thousand for Q3 2025 and $13,471 thousand for YTD 2025.
  • Accounts receivable from related parties were $2,166 thousand as of September 30, 2025.
  • Accounts payable to related parties were $502 thousand as of September 30, 2025.
  • ATR leases land from its other partner, with variable lease payments. Rent paid was $31 thousand for Q3 2025 and $94 thousand for YTD 2025, included in purchases from related parties.

Stakeholder Impact

  • Shareholders: Negative impact due to wider net loss, expected significant impairment charge, and declining overall backlog. Potential for future value from ALP segment growth and successful restructuring efforts.
  • Employees (UES-UK, AUP): Significant impact due to severance charges and job losses resulting from the exit of UES-UK operations and the closure of AUP.
  • Creditors (UES-UK): The Administrators will manage UES-UK's affairs and propose distributions to creditors according to the Insolvency Act 1986.
  • Lenders (Ampco-Pittsburgh): Credit Agreement covenants were in compliance, but a temporary modification to the Trigger Period definition was made in anticipation of UES-UK insolvency. An estimated $7,000 thousand to $9,000 thousand is expected to be returned to lenders under the Credit Agreement from UES-UK assets.
  • Customers (FCEP): Potential disruption from the UES-UK exit, though the company is working to transfer orders to other facilities. Tariffs create uncertainty regarding total cost but are largely passed on.
  • Customers (ALP): Benefiting from increased demand and market share in power generation, U.S. military, pharmaceutical, and nuclear markets.
  • Insurance Carriers (Asbestos): Continue to bear the majority of settlement and defense costs for asbestos claims, subject to the terms and conditions of settlement agreements and overall coverage limits.

Next Steps

  • The Administrators of UES-UK will set out their proposals to UES-UK's creditors, likely including an orderly wind-down of financial affairs and sale of assets.
  • The Corporation expects to recognize a non-cash impairment charge in the fourth quarter of 2025, ranging between $43,000 thousand and $45,000 thousand, related to its investment in UES-UK.
  • The Corporation is currently evaluating the impact of ASU 2024-03 (effective 2027/2028) and ASU 2025-6 (effective 2028) on its future financial disclosures and accounting.
  • The Corporation is currently evaluating the impact of the One Big Beautiful Bill Act (OBBBA) on its condensed consolidated financial statements.
  • The Corporation intends to continue to evaluate the Asbestos Liability, related insurance receivable, and underlying assumptions on a regular basis.
  • Commitments for future capital expenditures approximating $8,600 thousand are expected to be spent over the next 12-18 months.
  • The Corporation may from time to time consider alternatives, potential transactions, and other strategies in an attempt to enhance its liquidity.

Key Dates

DateDescription
September 2018Union Electric Steel Corporation (UES) completed a sale-leaseback financing transaction with Store Capital Acquisitions, LLC (STORE).
September 2020The Corporation completed an equity rights offering, issuing common stock and Series A warrants.
August 2022Air & Liquid Systems Corporation (Air & Liquid) completed a sale-leaseback financing transaction with STORE for certain real property.
September 2022UES and Clarus Capital Funding I, LLC entered into a Master Loan and Security Agreement for equipment financing.
October 2022Air & Liquid completed another sale-leaseback financing transaction with STORE.
December 2023FASB issued ASU 2023-09, 'Income Taxes Improvements to Income Tax Disclosures', effective for the Corporation's annual period beginning January 1, 2025.
June 4, 2024Amended and Restated By-Laws became effective.
November 2024FASB issued ASU 2024-03, 'Income Statement Disaggregation of Income Statement Expenses', effective for the Corporation's annual period beginning January 1, 2027, and interim periods beginning January 1, 2028.
February 2025Union Electric Steel UK Limited (UES-UK) entered into a formal consultation process to evaluate options to improve profitability.
March 2025The Corporation terminated existing futures contracts for copper, resulting in a pre-tax termination gain of approximately $559 thousand.
June 1, 2025The Corporation began accelerating depreciation for certain U.K. assets due to reduced estimated useful lives.
June 25, 2025The Corporation entered into the Credit Agreement, amending its previous revolving credit and security agreement, and borrowed $13,500 thousand under Equipment Term Notes.
July 4, 2025The One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.
August 1, 2025Principal payments for the Equipment Term Notes commenced, and 10,935,755 Series A warrants expired.
September 30, 2025End of the quarterly reporting period.
October 1, 2025The new Base Annual Rent for sale-leaseback financing obligations became effective, increasing to $3,795 thousand.
October 10, 2025Lenders under the Credit Agreement temporarily modified the definition of the Trigger Period in anticipation of UES-UK's Structured Insolvency.
October 13, 2025Directors of UES-UK voluntarily filed a Notice of Intention to appoint insolvency practitioners as administrators.
October 14, 2025The Directors of UES-UK formally appointed Administrators, initiating the Structured Insolvency.
November 7, 202520,326,389 common shares were outstanding.
November 12, 2025Date of signing for the Form 10-Q report by the Principal Executive Officer and Principal Financial Officer.
December 31, 2025Anticipated natural gas and electricity usage commitments through this date.
2026The Chinese joint venture's earnings will be taxed at a rate of 15% through this year; foreign currency purchase contracts are being reclassified to earnings over the life of the underlying asset (approximately 15 years, through 2026).
January 1, 2027ASU 2024-03 becomes effective for the Corporation's annual period beginning this date.
2027Taxable Industrial Revenue Bond (IRB) matures.
January 1, 2028ASU 2024-03 becomes effective for the Corporation's interim periods beginning this date; ASU 2025-6 becomes effective for the Corporation's annual period beginning this date.
2029Tax-exempt Industrial Revenue Bond (IRB) matures.
June 25, 2030Maturity date for the Revolving Credit Facility and Equipment Term Notes.
Mid-2031Monthly payments for the Equipment Financing Facility continue through this time.
2032UES has the option to repurchase the Properties under the sale-leaseback financing transaction.
August 2062The Restated Lease for sale-leaseback properties would expire if fully extended.

Recommendation

sell

The company reported a significant widening of its net loss and a substantial decline in operating income, primarily driven by considerable exit charges and an expected large impairment charge related to the UES-UK insolvency. While the Air and Liquid Processing segment shows some positive momentum, the core Forged and Cast Engineered Products segment is struggling with lower volumes and unfavorable manufacturing absorption. The overall backlog has decreased, and net cash flows from operations turned negative year-to-date. These factors indicate significant operational challenges and financial deterioration, suggesting a 'sell' recommendation for a seasoned investor.

Keywords

Specialty metal products, Engineered products, Forged steel, Cast rolls, Air handling systems, Heat exchange coils, Centrifugal pumps, SEC filing, 10-Q, Financial results, Q3 2025, UES-UK, Insolvency, Exit charges, Tariffs, Asbestos liability, Manufacturing, Industrial

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