FORM
1O-Q
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15 (d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
quarterly period ended March 31, 2007
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
Indicate
by
check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Exchange Act).
YES
X
NO
On
May 10,
2007, 9,907,497 common shares were outstanding.
-
1
-
AMPCO-PITTSBURGH
CORPORATION
INDEX
Part
I
- Financial Information:
|
Page
No.
|
|
|
|
|
|
Item
1
-
|
Condensed
Consolidated Financial Statements
|
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets -
March
31, 2007 and December 31, 2006
|
3
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Operations -Three Months Ended March
31, 2007
and 2006
|
4
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows -Three Months Ended March
31, 2007
and 2006
|
5
|
|
|
|
|
|
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
|
|
|
|
|
Item
2
-
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
16
|
|
|
|
|
|
Item
3
-
|
Quantitative
and Qualitative Disclosures about Market Risk
|
19
|
|
|
|
|
|
Item
4
-
|
Controls
and Procedures
|
19
|
|
|
|
|
Part
II
- Other Information:
|
|
|
Item
1
-
|
Legal
Proceedings
|
20
|
|
|
|
|
|
Item
1A
-
|
Risk
Factors
|
20
|
|
|
|
|
|
Item
6
-
|
Exhibits
|
20
|
|
|
|
|
|
Signatures
|
|
21
|
|
|
|
|
|
Exhibit
Index
|
|
22
|
|
|
|
|
|
Exhibits
|
|
|
|
|
|
|
|
|
Exhibit
31.1
|
|
|
|
Exhibit
31.2
|
|
|
|
Exhibit
32.1
|
|
|
|
Exhibit
32.2
|
|
|
|
|
|
-
2
-
PART
I - FINANCIAL INFORMATION
AMPCO-PITTSBURGH
CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
March
31,
|
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
Assets
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
15,037,713
|
|
$
|
56,083,870
|
|
Short-term
marketable securities
|
|
|
40,959,753
|
|
|
-
|
|
Receivables,
less allowance for
|
|
|
|
|
|
|
|
doubtful
accounts of $322,234 in
|
|
|
|
|
|
|
|
2007
and $281,585 in 2006
|
|
|
64,663,663
|
|
|
54,870,372
|
|
Inventories
|
|
|
60,775,057
|
|
|
55,912,261
|
|
Insurance
receivable - asbestos
|
|
|
11,700,000
|
|
|
11,700,000
|
|
Other
|
|
|
8,783,809
|
|
|
8,414,152
|
|
Total
current assets
|
|
|
201,919,995
|
|
|
186,980,655
|
|
Property,
plant and equipment, net
|
|
|
68,840,195
|
|
|
68,593,334
|
|
Insurance
receivable - asbestos
|
|
|
102,847,965
|
|
|
102,847,965
|
|
Deferred
tax asset
|
|
|
9,446,925
|
|
|
10,848,455
|
|
Prepaid
pensions
|
|
|
3,429,265
|
|
|
3,049,627
|
|
Goodwill
|
|
|
2,694,240
|
|
|
2,694,240
|
|
Other
noncurrent assets
|
|
|
6,962,895
|
|
|
6,198,495
|
|
|
|
$
|
396,141,480
|
|
$
|
381,212,771
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
19,345,817
|
|
$
|
15,930,260
|
|
Accrued
payrolls and employee benefits
|
|
|
9,860,629
|
|
|
11,008,413
|
|
Industrial
Revenue Bond debt
|
|
|
13,311,000
|
|
|
13,311,000
|
|
Asbestos
liability - current portion
|
|
|
12,000,000
|
|
|
12,000,000
|
|
Other
|
|
|
25,951,339
|
|
|
22,713,174
|
|
Total
current liabilities
|
|
|
80,468,785
|
|
|
74,962,847
|
|
Employee
benefit obligations
|
|
|
34,117,124
|
|
|
34,170,743
|
|
Asbestos
liability
|
|
|
127,987,512
|
|
|
128,014,944
|
|
Other
noncurrent liabilities
|
|
|
4,458,415
|
|
|
3,859,225
|
|
Total
liabilities
|
|
|
247,031,836
|
|
|
241,007,759
|
|
|
|
|
|
|
|
|
|
Commitments
and contingent liabilities
|
|
|
|
|
|
|
|
(Note
6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
9,837,497
shares in 2007 and 2006
|
|
|
9,837,497
|
|
|
9,837,497
|
|
Additional
paid-in capital
|
|
|
105,427,926
|
|
|
105,427,926
|
|
Retained
earnings
|
|
|
66,046,712
|
|
|
57,994,215
|
|
Accumulated
other comprehensive loss
|
|
|
(32,202,491
|
)
|
|
(33,054,626
|
)
|
Total
shareholders' equity
|
|
|
149,109,644
|
|
|
140,205,012
|
|
|
|
$
|
396,141,480
|
|
$
|
381,212,771
|
|
|
|
|
|
|
|
|
|
See
Notes to
Condensed Consolidated Financial Statements.
-
3
-
AMPCO-PITTSBURGH
CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
87,740,408
|
|
$
|
68,889,549
|
|
|
|
|
|
|
|
|
|
Operating
costs and expenses:
|
|
|
|
|
|
|
|
Costs
of products sold
|
|
|
|
|
|
|
|
(excluding
depreciation)
|
|
|
62,274,273
|
|
|
51,356,887
|
|
Selling
and administrative
|
|
|
9,914,698
|
|
|
8,135,895
|
|
Depreciation
|
|
|
1,757,156
|
|
|
1,729,272
|
|
Loss
on
disposition of assets
|
|
|
9,193
|
|
|
3,463
|
|
Total
operating expenses
|
|
|
73,955,320
|
|
|
61,225,517
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
13,785,088
|
|
|
7,664,032
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
Interest
and dividend income
|
|
|
217,232
|
|
|
538,751
|
|
Interest
expense
|
|
|
(179,280
|
)
|
|
(153,415
|
)
|
Other
-
net
|
|
|
(62,437
|
)
|
|
250,368
|
|
|
|
|
(24,485
|
)
|
|
635,704
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
13,760,603
|
|
|
8,299,736
|
|
|
|
|
|
|
|
|
|
Income
tax provision
|
|
|
4,296,000
|
|
|
2,728,000
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
9,464,603
|
|
$
|
5,571,736
|
|
|
|
|
|
|
|
|
|
Earnings
per common share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.96
|
|
$
|
0.57
|
|
Dilutive
|
|
$
|
0.95
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
Cash
dividends declared per share
|
|
$
|
0.15
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common
|
|
|
|
|
|
|
|
shares
outstanding:
|
|
|
|
|
|
|
|
Basic
shares
|
|
|
9,837,497
|
|
|
9,803,166
|
|
Dilutive
shares
|
|
|
9,980,208
|
|
|
9,906,878
|
|
|
|
|
|
|
|
|
|
See
Notes to
Condensed Consolidated Financial Statements.
-
4
-
AMPCO-PITTSBURGH
CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by operating activities
|
|
$
|
2,390,455
|
|
$
|
3,729,754
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
Purchases
of property, plant and equipment
|
|
|
(1,965,235
|
)
|
|
(1,466,923
|
)
|
Purchases
of short-term marketable
|
|
|
|
|
|
|
|
securities
|
|
|
(40,490,947
|
)
|
|
(7,500,000
|
)
|
Proceeds
from sale of short-term
|
|
|
|
|
|
|
|
marketable
securities
|
|
|
-
|
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in investing activities
|
|
|
(42,456,182
|
)
|
|
(6,466,923
|
)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
Dividends
paid
|
|
|
(983,750
|
)
|
|
(976,750
|
)
|
Proceeds
from the issuance of common stock
|
|
|
-
|
|
|
919,700
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in financing activities
|
|
|
(983,750
|
)
|
|
(57,050
|
)
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash
|
|
|
|
|
|
|
|
and
cash equivalents
|
|
|
3,320
|
|
|
35,843
|
|
|
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
|
(41,046,157
|
)
|
|
(2,758,376
|
)
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
56,083,870
|
|
|
7,913,504
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$
|
15,037,713
|
|
$
|
5,155,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
information:
|
|
|
|
|
|
|
|
Income
tax payments
|
|
$
|
17,985
|
|
$
|
93,750
|
|
Interest
payments
|
|
$
|
179,280
|
|
$
|
151,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to
Condensed Consolidated Financial Statements.
-
5
-
AMPCO-PITTSBURGH
CORPORATION
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
|
Unaudited
Condensed Consolidated Financial
Statements
|
The
condensed
consolidated balance sheet as of March 31, 2007, the condensed consolidated
statements of operations for the three months ended March 31, 2007 and 2006
and
the condensed consolidated statements of cash flows for the three months
ended
March 31, 2007 and 2006 have been prepared by Ampco-Pittsburgh Corporation
(the
Corporation) without audit. 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 months ended March 31, 2007 are not necessarily
indicative of the operating results expected for the full year.
Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted.
Recently
Adopted Accounting Pronouncement
Effective
January 1, 2007, the Corporation adopted the provisions of FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) which provides
guidance for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return as well as subsequent
changes in a tax position, calculation of penalties and interest, accounting
in
interim periods, disclosure, and transition. As a result, the Corporation
recognized a decrease in the liability for unrecognized tax benefits of
approximately $65,000, which was recorded as an adjustment to the opening
balance of retained earnings, resulting in a balance of approximately $929,000,
including penalties and interest. If the unrecognized tax benefits were
recognized, the full amount would reduce the Corporation’s effective tax rate.
Penalties and interest related to the potential disallowance of a tax position
taken are recognized as a component of the income tax provision. Accrued
penalties and interest approximated $64,000 as of January 1, 2007 and March
31,
2007. It is expected that the amount of unrecognized tax benefits will change
within the next 12 months; however, the impact is not expected to be
significant. The Corporation is subject to taxation in the US, various states
and foreign jurisdictions, and remains subject to examination by taxing
authorities for tax years 2003-2006.
At
March 31,
2007 and December 31, 2006, approximately 62% and 60%, respectively, of the
inventories were valued on the LIFO method, with the remaining inventories
being
valued on the FIFO method. Inventories were comprised of the
following:
-
6
-
|
|
(in
thousands)
|
|
|
|
March
31,
|
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Raw
materials
|
|
$
|
13,778
|
|
$
|
12,624
|
|
Work-in-process
|
|
|
30,207
|
|
|
28,490
|
|
Finished
goods
|
|
|
9,240
|
|
|
7,425
|
|
Supplies
|
|
|
7,550
|
|
|
7,373
|
|
|
|
$
|
60,775
|
|
$
|
55,912
|
|
3. Property,
Plant and Equipment
Property,
plant and equipment were comprised of the following:
|
|
(in
thousands)
|
|
|
|
March
31,
|
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Land
and land improvements
|
|
$
|
4,438
|
|
$
|
4,438
|
|
Buildings
|
|
|
27,166
|
|
|
27,162
|
|
Machinery
and equipment
|
|
|
145,085
|
|
|
143,067
|
|
|
|
|
176,689
|
|
|
174,667
|
|
Accumulated
depreciation
|
|
|
(107,849
|
)
|
|
(106,074
|
)
|
|
|
$
|
68,840
|
|
$
|
68,593
|
|
4.
|
Other
Current Liabilities
|
Other
current
liabilities were comprised of the following:
|
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
March
31,
|
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Customer-related
liabilities
|
|
$
|
9,866
|
|
$
|
9,867
|
|
Accrued
sales commissions
|
|
|
3,393
|
|
|
2,837
|
|
Accrued
income taxes payable
|
|
|
3,367
|
|
|
1,043
|
|
Other
|
|
|
9,325
|
|
|
8,966
|
|
|
|
$
|
25,951
|
|
$
|
22,713
|
|
Included
in
customer-related liabilities are costs expected to be incurred with respect
to
product warranties. Changes in the liability for product warranty claims
consisted of:
|
|
(in
thousands)
Three
Months Ended March 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
$
|
5,567
|
|
$
|
3,786
|
|
Satisfaction
of warranty claims
|
|
|
(669
|
)
|
|
(628
|
)
|
Provision
for warranty claims
|
|
|
1,010
|
|
|
686
|
|
Other,
primarily impact from
|
|
|
|
|
|
|
|
changes
in foreign currency
|
|
|
|
|
|
|
|
exchange
rates
|
|
|
18
|
|
|
26
|
|
Balance
at end of period
|
|
$
|
5,926
|
|
$
|
3,870
|
|
-
7
-
5. Pension
and Other Postretirement Benefits
Contributions
for the three months ended March 31, 2007 and 2006 were as follows:
|
|
|
|
(in
thousands)
|
|
|
|
2007
|
|
2006
|
|
U.S.
pension benefits plans
|
|
$
|
-
|
|
$
|
-
|
|
Foreign
pension benefits plan
|
|
$
|
170
|
|
$
|
132
|
|
Other
postretirement benefits
(e.g.
net payments)
|
|
$
|
209
|
|
$
|
183
|
|
U.K.
defined contribution plan
|
|
$
|
135
|
|
$
|
99
|
|
|
|
|
|
|
|
|
|
As
a result
of the unfunded status of the foreign pension benefits plan, the Corporation
has
committed to contribute an additional $1,180,000 (£600,000) in 2007 bringing
total contributions for 2007 to the plan to approximately
$1,875,000.
Net
periodic
pension and other postretirement costs include the following
components:
|
|
(in
thousands)
|
|
|
|
U.S.
Pension Benefits
|
|
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Service
cost
|
|
$
|
669
|
|
$
|
569
|
|
Interest
cost
|
|
|
1,892
|
|
|
1,720
|
|
Expected
return on plan assets
|
|
|
(2,911
|
)
|
|
(3,122
|
)
|
Amortization
of prior service cost
|
|
|
160
|
|
|
154
|
|
Actuarial
gain
|
|
|
(34
|
)
|
|
(67
|
)
|
Net
benefit income
|
|
$
|
(224
|
)
|
$
|
(746
|
)
|
|
|
(in
thousands)
|
|
|
|
Foreign
Pension Benefits
|
|
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Interest
cost
|
|
$
|
664
|
|
$
|
533
|
|
Expected
return on plan assets
|
|
|
(654
|
)
|
|
(519
|
)
|
Actuarial
loss
|
|
|
115
|
|
|
93
|
|
Net
benefit cost
|
|
$
|
125
|
|
$
|
107
|
|
|
|
(in
thousands)
|
|
|
|
Other
Postretirement Benefits
|
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$
|
72
|
|
$
|
86
|
|
Interest
cost
|
|
|
154
|
|
|
198
|
|
Amortization
of prior service cost (benefit)
|
|
|
9
|
|
|
(112
|
)
|
Actuarial
loss
|
|
|
39
|
|
|
53
|
|
Net
benefit cost
|
|
$
|
274
|
|
$
|
225
|
|
|
|
|
|
|
|
|
|
-
8
-
6.
|
Commitments
and Contingent Liabilities
|
Outstanding
commercial letters of credit as of March 31, 2007 approximated $21,728,000,
a
major portion of which serves as collateral for the Industrial Revenue Bond
debt.
In
connection
with the sale of certain subsidiaries in 2003, the Corporation provided typical
warranties to the buyer (such as those relating to income taxes, intellectual
property, legal proceedings, product liabilities and title to property, plant
and equipment) which primarily expire with the statutes of limitations. Losses
suffered by the buyer as a result of the Corporation’s breach of warranties are
reimbursable by the Corporation up to approximately $2,000,000. No amount
has
been paid to date and based on experience while owning the subsidiaries,
the
Corporation expects that no amounts will become due.
Davy
Roll
received $1,880,000 (£1,000,000) of U.K. governmental grants toward the purchase
and installation of certain machinery and equipment. Under the agreement,
the
grants are repayable if certain conditions are not met including achieving
and
maintaining a targeted level of employment through March 2009. At this date,
Davy’s level of employment exceeds the targeted level of employment;
accordingly, no liability has been recorded.
See
Note 10
regarding litigation and Note 11 for environmental matters.
7. Comprehensive
Income (Loss)
The
Corporation's comprehensive income (loss) consisted of:
|
|
(in
thousands)
|
|
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
9,465
|
|
$
|
5,572
|
|
Foreign
currency translation adjustments
|
|
|
630
|
|
|
156
|
|
Unrecognized
components of employee benefit plans
|
|
|
72
|
|
|
-
|
|
Adjustment
to minimum pension liability
|
|
|
-
|
|
|
(237
|
)
|
Unrealized
holding gains (losses) on
|
|
|
|
|
|
|
|
marketable
securities
|
|
|
279
|
|
|
(100
|
)
|
Change
in fair value of derivatives
|
|
|
(129
|
)
|
|
120
|
|
Comprehensive
income
|
|
$
|
10,317
|
|
$
|
5,511
|
|
8. Foreign
Exchange and Futures Contracts
Certain
of
the Corporation’s operations are subject to risk from exchange rate fluctuations
in connection with sales in foreign currencies. To minimize this risk, forward
foreign exchange contracts are purchased which are designated as fair value
or
cash flow hedges. As of March 31, 2007, approximately $78,323,000 of anticipated
foreign-denominated sales has been hedged with the underlying contracts settling
at various dates through March 2011. As of March 31, 2007, the fair value
of
contracts expected to settle within the next 12 months, which is recorded
in
other current liabilities,
-
9
-
approximated
$1,417,000 and the fair value of the remaining contracts, which is recorded
in
other noncurrent liabilities, approximated $1,825,000. The change in the
fair
value of the contracts designated as cash flow hedges is recorded as a component
of accumulated other comprehensive income (loss) and approximated $(1,489,000),
net of income taxes, as of March 31, 2007. The change in fair value will
be
reclassified into earnings when the projected sales occur with approximately
$(1,055,000) expected to be released to pre-tax earnings within the next
12
months. During the three months ended March 31, 2007 and 2006, approximately
$(217,000) and $(98,000), respectively, were released to pre-tax
earnings.
Gains
(losses) on foreign exchange transactions approximated $19,000 and $362,000
for
the three months ended March 31, 2007 and 2006, respectively.
In
addition,
one of the Corporation’s subsidiaries is subject to risk from increases in the
price of a commodity (copper) used in the production of inventory. To minimize
this risk, futures contracts are entered into which are designated as cash
flow
hedges. At March 31, 2007, approximately 87% or $1,256,000 of anticipated
copper
purchases over the next 3 months are hedged. The fair value of these contracts
approximated $161,000. The change in the fair value of the contracts designated
as cash flow hedges is recorded as a component of accumulated other
comprehensive income (loss) and approximated $101,000, net of income taxes,
as
of March 31, 2007. The change in the fair value will be reclassified into
earnings when the projected sales occur with approximately $161,000 expected
to
be released to pre-tax earnings within the next 12 months. During the three
months ended March 31, 2007 and 2006, approximately $13,000 and $435,000,
respectively, were released to pre-tax earnings. Additionally, during the
three
months ended March 31, 2007, $603,000 of the termination gain resulting from
the
cancellation of futures contracts in May 2006 was released to pre-tax earnings.
As of March 31, 2007, the remaining amount of termination gain to be released
to
pre-tax earnings is not significant.
9. Business
Segments
Presented
below are the net sales and income before income taxes for the Corporation's
two
business segments.
|
|
(in
thousands)
|
|
|
|
Three
Months Ended March 31,
|
|
|
|
2007
|
|
2006
|
|
Net
Sales:
|
|
|
|
|
|
|
|
Forged
and Cast Rolls
|
|
$
|
60,745
|
|
$
|
47,389
|
|
Air
and
Liquid Processing
|
|
|
26,995
|
|
|
21,501
|
|
|
|
|
|
|
|
|
|
Total
Reportable Segments
|
|
$
|
87,740
|
|
$
|
68,890
|
|
|
|
|
|
|
|
|
|
Income
before income taxes:
|
|
|
|
|
|
|
|
Forged
and Cast Rolls
|
|
$
|
13,248
|
|
$
|
7,389
|
|
Air
and
Liquid Processing
|
|
|
2,159
|
|
|
1,380
|
|
Total
Reportable Segments
|
|
|
15,407
|
|
|
8,769
|
|
Other
expense, including
|
|
|
|
|
|
|
|
corporate
costs - net
|
|
|
(1,646
|
)
|
|
(469
|
)
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,761
|
|
$
|
8,300
|
|
|
|
|
|
|
|
|
|
-
10
-
10.
|
Litigation
(claims not in thousands)
|
The
Corporation and its subsidiaries are involved in various claims and lawsuits
incidental to their businesses. In addition, claims have been asserted alleging
personal injury from exposure to asbestos-containing components historically
used in some products of certain of the Corporation’s operating subsidiaries
(“Asbestos Liability”) and of an inactive subsidiary of the Corporation. Those
subsidiaries, and in some cases the Corporation, are defendants (among a
number
of defendants, typically over 50) in cases filed in various state and federal
courts. The following table reflects approximate information about the claims
for Asbestos Liability against the subsidiaries and the Corporation, along
with
certain asbestos claims asserted against the inactive subsidiary, for the
three
months ended March 31, 2007:
Approximate
open claims at end of period
|
9,673(1)
|
Gross
settlement and defense costs (in 000’s)
|
$3,789
|
Approximate
claims settled or dismissed
|
258
|
|
|
|
(1)
|
Included
as “open claims” are approximately 2,300 claims classified in various
jurisdictions as “inactive” or transferred to a state or federal judicial
panel on multi-district litigation, commonly referred to as the
MDL.
|
Substantially
all settlement and defense costs reflected in the above table 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.
Asbestos
Insurance
Certain
of
the Corporation’s subsidiaries and the Corporation have an arrangement (the
“Coverage Arrangement”) with insurers responsible for historical primary and
some umbrella insurance coverage for Asbestos Liability (the “Paying Insurers”).
Under the Coverage Arrangement, the Paying Insurers accept financial
responsibility, subject to the limits of the policies and based on fixed
defense
percentages and specified indemnity allocation formulas, for a substantial
majority of the pending claims for Asbestos Liability.
The
Coverage
Arrangement includes an acknowledgement that Howden Buffalo, Inc. (“Howden”) is
entitled to coverage under policies covering Asbestos Liability for claims
arising out of the historical products manufactured or distributed by Buffalo
Forge, a former subsidiary of the Corporation (the “Products”). The Coverage
Arrangement does not provide for any prioritization on access to the applicable
policies or monetary cap other than the limits of the policies, and,
accordingly, Howden may access the policies at any time for any covered claim
arising out of a Product. In general, access by Howden to the policies covering
the Products will erode the coverage under the policies available to the
Corporation and the relevant subsidiaries for Asbestos Liability alleged
to
arise out of not only the Products but also other historical products of
the
Corporation and its subsidiaries covered by the applicable policies.
-
11
-
Asbestos
Valuations
The
Corporation retained Hamilton, Rabinovitz & Alschuler, Inc.
(“HR&A”), a nationally recognized expert in the valuation of asbestos
liabilities, to assist the Corporation in estimating the potential liability
for
pending and unasserted future claims for Asbestos Liability. HR&A was not
requested to estimate asbestos claims against the inactive subsidiary, which
the
Corporation believes are immaterial. The methodology used by HR&A to project
the operating subsidiaries’ liability for pending and unasserted potential
future claims for Asbestos Liability relied upon and included the following
factors:
|
•
|
HR&A’s
interpretation of a widely accepted forecast of the population
likely to
have been exposed to asbestos;
|
|
•
|
epidemiological
studies estimating the number of people likely to develop asbestos-related
diseases;
|
|
•
|
HR&A’s
analysis of the number of people likely to file an asbestos-related
injury
claim against the subsidiaries and the Corporation based on such
epidemiological data and relevant claims history from January 1, 2004
through August 31, 2006;
|
|
•
|
an
analysis of pending cases, by type of injury claimed and jurisdiction
where the claim is filed;
|
|
•
|
an
analysis of claims resolution history from January 1, 2004 through
August 31, 2006 to determine the average settlement value of claims,
by
type of injury claimed and jurisdiction of filing; and
|
|
•
|
an
adjustment for inflation in the future average settlement value
of claims,
at an annual inflation rate based on the Congressional Budget Office’s ten
year forecast of inflation.
|
Using
this
information, HR&A estimated the number of future claims for Asbestos
Liability that would be filed through the year 2013, as well as the settlement
or indemnity costs that would be incurred to resolve both pending and future
unasserted claims through 2013. This methodology has been accepted by numerous
courts.
The
Corporation also retained The Claro Group LLC (“Claro”), a nationally-recognized
insurance consulting firm, to assist, in combination with advice to the
Corporation from outside counsel, in analyzing potential recoveries from
relevant historical insurance for Asbestos Liability. Using HR&A’s
projection for settlement or indemnity costs for Asbestos Liability and
management’s projections of associated defense costs (based on current defense
cost levels with an annual 5% inflation factor), Claro allocated the Asbestos
Liability to the insurance policies. The allocations took into account the
Coverage Arrangement, self-insured retentions, policy exclusions, policy
limits,
policy provisions regarding coverage for defense costs, attachment points,
prior
impairment of policies and gaps in the coverage, insolvencies among certain
of
the insurance carriers, the nature of the underlying claims for Asbestos
Liability asserted against the subsidiaries and the Corporation as reflected
in
the Corporation’s asbestos claims database, as well as estimated erosion of
insurance limits on account of claims against Howden arising out of the
Products. Based upon Claro’s allocations, and
-
12
-
taking
into
account the Corporation’s analysis of publicly available information on the
credit-worthiness of various insurers, the Corporation estimated the probable
insurance recoveries for Asbestos Liability and defense costs through 2013.
Although the Corporation, after consulting with its counsel and Claro, believes
that the assumptions employed in the insurance valuation were appropriate,
there
are other assumptions that could have been employed that would have resulted
in
materially lower insurance recovery projections.
Based
on the
analyses described above, the Corporation has recorded reserves for the total
costs, including defense costs, for Asbestos Liability claims pending or
projected to be asserted through 2013 of $140 million, of which approximately
60% is attributable to settlement and defense costs for unasserted claims
projected to be filed through 2013. While it is reasonably possible that
the
Corporation will incur additional charges for Asbestos Liability and defense
costs in excess of the amounts currently reserved, the Corporation believes
that
there is too much uncertainty to provide for reasonable estimation of the
number
of future claims, the nature of such claims and the cost to resolve them
beyond
the next seven years. Accordingly, no reserve has been recorded for any costs
that may be incurred after 2013.
The
Corporation has also recorded a receivable of $114.5 million for insurance
recoveries attributable to the claims for which the Corporation’s Asbestos
Liability reserve has been established, including the portion of incurred
defense costs covered by the Coverage Arrangement, and the probable payments
and
reimbursements relating to the estimated indemnity and defense costs for
pending
and unasserted future Asbestos Liability claims. The insurance receivable
recorded by the Corporation does not assume any recovery from insolvent
carriers, and substantially all of the insurance recoveries deemed probable
were
from insurance companies rated A - (excellent) or better by A.M. Best
Corporation. There can be no assurance, however, that there will not be further
insolvencies among the relevant insurance carriers, or that the assumed
percentage recoveries for certain carriers will prove correct. The $25.5
million
difference between insurance recoveries and projected costs is not due to
exhaustion of the total product liability insurance for Asbestos Liability.
The
Corporation and the subsidiaries have substantial additional insurance coverage
which the Corporation expects to be available for Asbestos Liability claims
and
defense costs the subsidiaries and it may incur after 2013. However, this
insurance coverage also can be expected to have gaps creating significant
shortfalls of insurance recoveries as against claims expense, which could
be
material in future years.
The
amounts
recorded by the Corporation for Asbestos Liabilities and insurance receivables
rely on assumptions that are 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,
HR&A’s or The Claro Group’s calculations vary significantly from actual
results. Key variables in these assumptions are identified above and include
the
number and type of new claims to be filed each year, the average cost of
disposing of each such new claim, average annual defense costs, the resolution
of coverage issues with insurance carriers, and the solvency risk with respect
to the relevant insurance carriers. Other factors that may affect the
Corporation’s Asbestos Liability and ability to
-
13
-
recover
under
its 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 evaluate its estimated Asbestos Liability and related
insurance receivables as well as the underlying assumptions on a periodic
basis
to determine whether any adjustments to the estimates are required. Due to
the
uncertainties surrounding asbestos litigation and insurance, these periodic
reviews may result in the Corporation incurring future charges; however,
the
Corporation is currently unable to estimate such future charges. Adjustments,
if
any, to the Corporation’s estimate of its recorded Asbestos Liability and/or
insurance receivables could be material to operating results for the periods
in
which the adjustments to the liability or receivable is recorded, and to
the
Corporation’s liquidity and consolidated financial position.
11. Environmental
Matters
The
Corporation is currently performing certain remedial actions in connection
with
the sale of real estate previously owned and has been named a Potentially
Responsible Party at three third-party landfill sites. In addition, as a
result
of the 2003 sale of certain subsidiaries, the Corporation retained the liability
to remediate certain environmental contamination at two of the sold locations
and has agreed to indemnify the buyer against third-party claims arising
from
the discharge of certain contamination from one of these locations, the cost
for
which was accrued at the time of sale. Environmental exposures are difficult
to
assess and estimate for numerous reasons including lack of reliable data,
the
multiplicity of possible solutions, the years of remedial and monitoring
activity required, and identification of new sites. In the opinion of
management, the potential liability for all environmental proceedings of
approximately $2,141,000 at March 31, 2007 is considered adequate based on
information known to date.
12. Recently
Issued Accounting Pronouncements
In
February
2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155,
“Accounting for Certain Hybrid Financial Instruments”, which provides relief
from having to separately determine the fair value of an embedded derivative
that would otherwise be required to be bifurcated from its host contract.
SFAS
No. 155 became effective on January 1, 2007 and did have a significant impact
on
the Corporation’s financial position or results of operations.
In
September
2006, the FASB issued SFAS No. 157, “Fair Value Measures”, which defines fair
value, establishes a framework for measuring fair value under generally accepted
accounting principles, and expands disclosures about fair value measures.
This
statement applies under other accounting pronouncements that require or permit
fair value measurements; it does not require any new fair value measures.
SFAS
No. 157 becomes effective for the Corporation on January 1, 2008 and is not
expected to have a significant impact on the Corporation’s financial position or
results of operations.
-
14
-
In
February
2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities”, which permits entities to choose to measure certain
financial instruments and other items at fair value. SFAS No. 159 becomes
effective for the Corporation on January 1, 2008 and is not expected to have
a
significant impact on the Corporation’s financial position or results of
operations.
-
15
-
ITEM
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Executive
Overview
The
Corporation currently operates in two business segments - the Forged and
Cast
Rolls segment and the Air and Liquid Processing segment.
The
Forged
and Cast Rolls segment continues to benefit from the increased level of steel
and aluminum production, particularly in China, and unprecedented demand
for its
products resulting from the worldwide shortage of roll capacity. Purchase
orders
have been received or long-term agreements entered into with numerous customers
for the supply of forged and cast rolls for delivery through the end of 2010.
The segment has virtually sold out its capacity to the end of 2008 and beyond
that date for certain products. In large part, selling prices have been
protected from volatility in the cost of materials by means of a variable
surcharge. Emphasis for this segment will be to maximize capacity and the
most
favorable product mix while maintaining the reliability of equipment, superior
quality and on-time delivery. The outlook for the foreseeable future is good
with improved sales and income from operations expected in 2007. Current
backlog
(unfilled purchase orders on hand) and demand provide confidence that these
operations, particularly Union Electric Steel, will operate at capacity for
the
next few years.
The
outlook
for the Air & Liquid Processing companies is for sales and operating results
comparable to 2006, excluding the $25.5 million charge for asbestos litigation.
Its focus will be to strengthen sales distribution, continue to search for
additional product lines, and, because of near full employment in central
Virginia, address the shortage of labor potentially by opening a leased
satellite plant.
Operations
for the Three Months Ended March 31, 2007 and 2006
Net
Sales.
Net sales
for the three months ended March 31, 2007 and 2006 were $87,740,000 and
$68,890,000, respectively. A discussion of sales for the Corporation’s two
segments is included below. Backlog approximated $655,771,000 and $351,802,000
at March 31, 2007 and 2006, respectively, and $589,824,000 at December 31,
2006.
The increase is principally attributable to the Forged and Cast Rolls segment.
The March 31, 2007 backlog includes approximately $431,272,000 of orders
scheduled for shipment after December 31, 2007 (with $205,880,000 of this
amount
scheduled for shipment after December 31, 2008).
Costs
of
Products Sold.
Costs of
products sold, excluding depreciation, were 71.0% and 74.6% of net sales
for the
three months ended March 31, 2007 and 2006, respectively. The improvement
is due
primarily to better pricing and additional volume for the Forged and Cast
Rolls
segment.
Selling
and Administrative.
Selling and
administrative expenses for the first quarter ended March 31, 2007 and 2006
were
comparable at 11.3% and 11.8% of net sales for the respective periods. The
dollar increase is primarily attributable to higher commission expense resulting
from the increase in the level of export sales, particularly for the Forged
and
Cast Rolls segment, and the additional volume.
-
16
-
Income
from Operations.
Income from
operations for the three months ended March 31, 2007 and 2006 approximated
$13,785,000 and $7,664,000, respectively. A discussion of operating results
for
the Corporation’s two segments is included below.
Forged
and Cast Rolls.
Sales and
operating income for the three months ended March 31, 2007 increased over
the
same period of the prior year due primarily to greater demand for both forged
and cast rolls and improved margins. Backlog approximated $612,475,000 and
$307,967,000 as of March 31, 2007 and 2006, respectively, and $548,522,000
as of
December 31, 2006. The increase is reflective of global demand for products
of
both the U.S. and U.K. operations with capacity for certain types of rolls
sold
out through 2008. The March 31, 2007 backlog includes approximately $428,737,000
of orders scheduled for shipment after December 31, 2007 (with $205,772,000
of
this amount scheduled for shipment after December 31, 2008).
Air
and
Liquid Processing. Sales
and
operating income for the three months ended March 31, 2007 increased over
the
same period of the prior year due principally to higher volumes for the coil
and
air handling businesses. Aerofin is benefiting from additional OEM work and
while sales have improved for Buffalo Air Handling, particularly in the
hospital, university and pharmaceutical markets, excess capacity in the industry
is keeping margins depressed. Sales and earnings for the pumps business were
less than the comparable prior year period due to lower demand, particularly
for
commercial repairs and Navy pumps. Backlog approximated $43,296,000 and
$43,835,000 as of March 31, 2007 and 2006, respectively, and $41,302,000
as of
December 31, 2006. Approximately $2,535,000 of the March 31, 2007 backlog
is
scheduled for shipment after 2007.
Other
Income (Expense).
Other
income (expense) for the three months ended March 31, 2007 and 2006 approximated
$(24,000) and $636,000, respectively. Interest and dividend income was lower
due
to timing of the dividend from the U.K. Chinese cast-roll joint venture (which
was received in the first quarter of 2006 but is not expected until the second
quarter for 2007), interest expense increased due to higher interest rates
on
the variable-interest Industrial Revenue Bonds, and other-net represents
a net
expense for the three months ended March 31, 2007 versus net income for the
three months ended March 31, 2006 due to lower gains on foreign exchange
transactions.
Income
Taxes.
The
effective tax rate approximated 31.2% and 32.9% for the three months ended
March
31, 2007 and 2006, respectively. The decrease is primarily attributable to
the
release of valuation allowances in the first quarter of 2007 equivalent to
capital gains earned.
Net
Income.
As a result
of the above, the Corporation’s net income for the three months ended March 31,
2007 and 2006 equaled $9,465,000 and $5,572,000, respectively.
Dividend.
Due to
improved earnings, the Corporation announced an increase in the dividend
for the
first quarter of 2007 from $0.10 per common share to $0.15 per common
share.
-
17
-
Liquidity
and Capital Resources
Net
cash
flows provided by operating activities approximated $2,390,000 and $3,730,000
for the three months ended March 31, 2007 and 2006, respectively. While earnings
improved in the first quarter of 2007, the expected increase in cash flows
provided by operating activities was offset by an increase in working capital.
Accounts receivable grew as a result of improved sales, inventories and accounts
payable increased due to the growth in the level of business, and other current
liabilities increased because of improved profitability of the Corporation
resulting in an increase in accrued income taxes payable and higher commissions
payable.
Net
cash
flows used in investing activities were $42,456,000 and $6,467,000 for the
three
months ended March 31, 2007 and 2006, respectively. The increase is primarily
attributable to a net increase in short-term investments of approximately
$35,500,000 for the three months ended March 31, 2007 over the same period
of
the prior year. Capital expenditures for each of the quarters were comparable.
As of March 31, 2007, future capital expenditures totaling approximately
$46,740,000 have been approved, which includes the purchase of a forge press,
manipulator, and ancillary equipment at the Corporation’s domestic forged-roll
facility to be spent over the next three years.
Net
cash
flows used in financing activities were $984,000 and $57,000 for the three
months ended March 31, 2007 and 2006, respectively. While dividends were
paid at
a rate of $0.10 per share for each of the three months ended, proceeds from
the
issuance of stock under the Corporation’s stock option plan in 2006 provided
cash of $920,000. Due to improved earnings, the Corporation announced an
increase in the dividend for the first quarter of 2007 from $0.10 per common
share to $0.15 per common share.
The
change in
the value of local currencies against the dollar did not have a significant
impact on cash and cash equivalents for the three months ended March 31,
2007
and 2006.
As
a result
of the above, cash and cash equivalents decreased $41,046,000 in 2007 and
ended
the period at $15,038,000 in comparison to $56,084,000 at December 31, 2006.
Additionally, the Corporation has investments in short-term marketable
securities of approximately $41,000,000 at March 31, 2007. Funds on hand
and
funds generated from future operations are expected to be sufficient to finance
the operational and capital expenditure requirements of the Corporation.
The
Corporation also maintains short-term lines of credit and an overdraft facility
in excess of the cash needs of its businesses. The total available at March
31,
2007 was approximately $10,000,000 (including £3,000,000 in the U.K. and
€400,000 in Belgium).
Litigation
and Environmental Matters
See
Notes 10
and 11 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, 2006, remain
unchanged.
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18
-
Recently
Issued Accounting Pronouncements
See
Note 12
to the condensed consolidated financial statements.
Forward-Looking
Statements
The
Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by or on behalf of the Corporation. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
and
other sections of the Form 10-Q contain forward-looking statements that reflect
the Corporation’s current views with respect to future events and financial
performance.
Forward-looking
statements are identified by the use of the words “believe,” “expect,”
“anticipate,” “estimate,” “projects,” “forecasts” and other expressions that
indicate future events and trends. Forward-looking statements speak only
as of
the date on which such statements are made, are not guarantees of future
performance or expectations, and involve risks and uncertainties. For the
Corporation, these risks and uncertainties include, but are not limited to,
those described under Item 1A, Risk Factors, of Part II of this Form 10-Q.
In
addition, there may be events in the future that the Corporation is not able
to
accurately predict or control which may cause actual results to differ
materially from expectations expressed or implied by forward-looking statements.
The Corporation undertakes no obligation to update any forward-looking
statement, whether as a result of new information, events or otherwise.
ITEM
3 -
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There
were no
material changes in the Corporation’s exposure to market risk from December 31,
2006.
ITEM
4 -
CONTROLS AND PROCEDURES
(a)
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 the 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 that are designed to ensure that information required to be disclosed
by a company in reports that it files under the Exchange Act are recorded,
processed, summarized and reported within the required time periods. Based
on
that evaluation, the Corporation’s management, including the principal executive
officer and principal financial officer, have concluded that the Corporation’s
disclosure controls and procedures were effective as of March 31,
2007.
(c)
Changes
in internal control over financial reporting. During the quarter ended March
31,
2007, there have been no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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19
-
PART
II - OTHER INFORMATION
AMPCO-PITTSBURGH
CORPORATION
Item
1 Legal
Proceedings
The
information contained in Note 10 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 contained in Item 1A to Part I of our
Annual Report on Form 10-K for the year ended December 31, 2006.
Items
2-5 None
Item
6 Exhibits
(3) Articles
of Incorporation and By-laws
|
(a)
|
Articles
of Incorporation
|
Incorporated
by reference to the Quarterly Reports on Form 10-Q for the quarters ended
March
31, 1983, March 31, 1984, March 31, 1985, March 31, 1987 and September 30,
1998.
(b)
By-laws
Incorporated
by reference to the Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1994, March 31, 1996, June 30, 2001 and June 30,
2004.
(4) Instruments
defining the rights of securities holders
|
(a)
|
Rights
Agreement between Ampco-Pittsburgh Corporation and Chase Mellon
Shareholder Services dated as of September 28,
1998.
|
Incorporated
by reference to the Form 8-K Current Report dated September 28,
1998.
(31.1)
|
Certification
of the principal executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
(31.2)
|
Certification
of the 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
|
|
|
|
|
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20
-
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:
May
10, 2007
|
BY:
s/Robert
A. Paul
|
|
Robert
A. Paul
|
|
Chairman
and
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
DATE:
May
10, 2007
|
BY:
s/Marliss
D. Johnson
|
|
Marliss
D. Johnson
|
|
Vice
President
|
|
Controller
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
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21
-
AMPCO-PITTSBURGH
CORPORATION
EXHIBIT
INDEX
Exhibit
|
(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
|
|
|
|
Exhibit
|
(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
|
|
|
|
-
22
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