UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
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(State of Incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(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 |
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.
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).
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.
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Large accelerated filer |
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Accelerated filer |
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Emerging growth company |
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Smaller reporting company |
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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
On August 7, 2024,
AMPCO-PITTSBURGH CORPORATION
INDEX
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Page No. |
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Part I – |
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Financial Information: |
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Item 1 – |
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Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets – June 30, 2024 and December 31, 2023 |
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Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2024 and 2023 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended June 30, 2024 and 2023
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Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2024 and 2023 |
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Item 2 – |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 – |
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30 |
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Item 4 – |
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30 |
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Part II – |
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Other Information: |
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Item 1 – |
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31 |
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Item 1A – |
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31 |
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Item 5 – |
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31 |
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Item 6 – |
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33 |
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34 |
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2
PART I – FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par value)
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June 30, 2024 |
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December 31, 2023 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade receivables, less allowance for credit losses of $ |
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Trade receivables from related parties |
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Inventories |
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Insurance receivable – asbestos |
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Contract assets |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Insurance receivable – asbestos, less allowance for credit losses of $ |
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Deferred income tax assets |
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Intangible assets, net |
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Investments in joint ventures |
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Prepaid pensions |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accounts payable to related parties |
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Accrued payrolls and employee benefits |
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Debt – current portion |
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Operating lease liabilities – current portion |
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Asbestos liability – current portion |
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Other current liabilities |
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Total current liabilities |
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Employee benefit obligations |
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Asbestos liability |
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Long-term debt |
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Noncurrent operating lease liabilities |
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Deferred income tax liabilities |
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Other noncurrent liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Common stock – par value $ |
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Additional paid-in capital |
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Retained deficit |
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Accumulated other comprehensive loss |
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Total Ampco-Pittsburgh shareholders’ equity |
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Noncontrolling interest |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements.
3
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net sales: |
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Net sales |
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$ |
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$ |
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$ |
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Net sales to related parties |
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Total net sales |
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Operating costs and expenses: |
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Costs of products sold (excluding depreciation and amortization) |
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Selling and administrative |
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Depreciation and amortization |
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Loss (gain) on disposal of assets |
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Total operating costs and expenses |
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Income from operations |
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Other expense - net: |
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Investment-related income |
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Interest expense |
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Other income – net |
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Total other expense - net |
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Income before income taxes |
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Income tax provision |
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Net income |
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Less: Net income attributable to noncontrolling interest |
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Net income (loss) attributable to Ampco-Pittsburgh |
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$ |
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$ |
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$ |
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Net income (loss) per share attributable to Ampco- |
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Basic |
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$ |
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Diluted |
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$ |
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Weighted-average number of common shares outstanding: |
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Basic |
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Diluted |
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See Notes to Condensed Consolidated Financial Statements.
4
AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income, net of income tax where applicable: |
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Adjustments for changes in: |
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Foreign currency translation |
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Unrecognized employee benefit costs (including effects of foreign currency translation) |
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( |
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Fair value of cash flow hedges |
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( |
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Reclassification adjustments for items included in net income: |
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Amortization of unrecognized employee benefit costs |
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Settlements of cash flow hedges |
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( |
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Other comprehensive (loss) income |
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( |
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( |
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Comprehensive income (loss) |
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( |
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Less: Comprehensive income attributable to noncontrolling interest |
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Comprehensive income (loss) attributable to Ampco-Pittsburgh |
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$ |
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$ |
( |
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$ |
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$ |
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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 |
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Common |
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Additional |
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Retained |
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Accumulated |
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Noncontrolling |
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Total |
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Balance at April 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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Comprehensive income: |
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Net income |
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Other comprehensive loss |
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Comprehensive income |
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Issuance of common stock excluding excess tax benefits of $ |
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Three Months Ended June 30, 2023 |
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Balance at April 1, 2023 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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Comprehensive income (loss): |
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Net income |
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Other comprehensive loss |
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Comprehensive income (loss) |
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Issuance of common stock excluding excess tax benefits of $ |
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Balance at June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Six Months Ended June 30, 2024 |
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Balance at January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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Comprehensive income (loss): |
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Net (loss) income |
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( |
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Other comprehensive loss |
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( |
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( |
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Comprehensive income (loss) |
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Issuance of common stock excluding excess tax benefits of $ |
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( |
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( |
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Six Months Ended June 30, 2023: |
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Balance at January 1, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Stock-based compensation |
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Comprehensive income: |
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Net income |
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Other comprehensive income (loss) |
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|
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( |
) |
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|||||
Comprehensive income |
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|
|
|
|
|
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|
|
|
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|
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Issuance of common stock excluding excess tax benefits of $ |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Balance at June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
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||||
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|
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||||||
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 |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Cash flows used in investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from government grants, used for purchase of equipment |
|
|
|
|
|
- |
|
|
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
||
Purchases of long-term marketable securities |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of long-term marketable securities |
|
|
|
|
|
|
||
Net cash flows used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
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|
|
|
|
|
||
Proceeds from revolving credit facility |
|
|
|
|
|
|
||
Payments on revolving credit facility |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale and leaseback financing arrangements |
|
|
- |
|
|
|
|
|
Payments on sale and leaseback financing arrangements |
|
|
( |
) |
|
|
( |
) |
Proceeds from equipment financing facility |
|
|
|
|
|
|
||
Proceeds from related-party debt |
|
|
- |
|
|
|
|
|
Repayment of related-party debt |
|
|
( |
) |
|
|
( |
) |
Repayments of debt |
|
|
( |
) |
|
|
( |
) |
Net cash flows provided by financing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental information: |
|
|
|
|
|
|
||
Income tax payments (net of refunds) |
|
$ |
|
|
$ |
|
||
Interest payments (net of amounts capitalized) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment in current liabilities |
|
$ |
|
|
$ |
|
||
Finance lease right-of-use assets exchanged for lease liabilities |
|
$ |
|
|
$ |
- |
|
|
Operating lease right-of-use assets exchanged for lease liabilities |
|
$ |
|
|
$ |
|
||
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