Ampco-Pittsburgh Corporation

11/10/2026 | Press release | Distributed by Public on 11/10/2026 05:47

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands, except per share amounts)

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation and its subsidiaries (collectively, "we," "us," "our," or the "Corporation"). Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q, as well as the condensed consolidated financial statements and notes hereto, may include, but are not limited to, statements about operating performance, trends and events we expect or anticipate will occur in the future, statements about sales and production levels, timing of orders for our products, restructurings, the impact from pandemics and geopolitical conflicts, profitability and anticipated expenses, inflation, the global supply chain, the continued impact of tariffs, global trade conditions, the number and size of asbestos-related claims and sufficiency of asbestos-related insurance coverage, our ability to convert backlog to revenue in a timely manner, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed "forward-looking statements" within the meaning of the Act and words such as "may," "will," "intend," "believe," "expect," "anticipate," "estimate," "project," "target," "goal," "forecast," and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to:

•
inability to maintain adequate liquidity to meet our operating cash flow requirements, debt service costs, net asbestos payments, and other financial obligations;
•
cyclical demand for our products, economic downturns and insufficient demand for our products;
•
excess global capacity in the steel industry;
•
inability to successfully restructure our operations, complete internal reorganizations, scale our operations, and/or invest in operations that will yield optimal long-term value to our shareholders;
•
inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support our growth strategy;
•
liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries;
•
limitations in availability of capital to fund our strategic plans or at acceptable interest rates;
•
fluctuations in the value of the U.S. dollar and the functional (local) currency of our subsidiaries relative to other currencies;
•
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, consequences of pandemics, and actual and threatened geopolitical conflict;
•
increases in commodity prices or insufficient hedging against increases in commodity prices, reductions in electricity and natural gas supply, or shortages of key production materials for us or our customers;
•
inability to maintain compliance with the covenants, representations, or warranties of our various debt agreements;
•
inoperability of certain equipment on which we rely;
•
work stoppage or another industrial action on the part of any of our unions;
•
changes in the existing regulatory environment;
•
inability to satisfy the continued listing requirements of the New York Stock Exchange;
•
failure to maintain an effective system of internal control;
•
potential attacks on information technology infrastructure and other cyber-based business disruptions; and
•
those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by us, particularly in Item 1A, Risk Factors, in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025.

Additionally, as it relates to the insolvency proceedings of Union Electric Steel UK Limited ("UES-UK"), an indirect wholly owned subsidiary of the Corporation, any forward-looking statements are subject to risks and uncertainties related to such proceedings, including but not limited to: the actions of the certain insolvency practitioners of FRP Advisory Trading Limited ("FRP") as administrators of UES-UK (collectively, the "Administrators") and the High Court of Justice, Business and Property Courts at Leeds (the "Insolvency Court"); the interpretation and application of U.K. insolvency law; potential claims by creditors or other stakeholders; the ability to recover assets; the rights of purported secured creditors to satisfy their claims and reduce our obligations to them; and the broader impact on the Corporation's condensed consolidated financial condition, results of operations, and strategic plans.

We cannot guarantee any future results, levels of activity, performance, or achievements. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

The Business

The Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments - the Forged and Cast Engineered Products ("FCEP") segment and the Air and Liquid Processing ("ALP") segment. This segment presentation is consistent with how the Corporation's chief operating decision-maker evaluates financial performance and makes resource allocation and strategic decisions about the business.

The FCEP segment produces forged hardened steel rolls, cast rolls and forged engineered products ("FEP"). Forged hardened steel rolls are used primarily in hot and cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot strip mills, medium/heavy section mills, roughing mills, and plate mills. FEP principally are sold to customers in the steel distribution market, oil and gas industry and aluminum and plastic extrusion industries. The segment has operations in the United States, Sweden, Slovenia, and an equity interest in two joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The ALP segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation ("Air & Liquid"), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including original equipment manufacturers ("OEM") and commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment utilizes an independent group of sales offices located throughout the United States and Canada.

UES-UK and AUP

On October 14, 2025, (the "Filing Date"), the Directors of UES-UK filed a Notice of Appointment with the Insolvency Court formally appointing FRP as Administrators of UES-UK. This action was confined to UES-UK exclusively and did not affect the Corporation or any of its other subsidiaries. As of the Filing Date, UES-UK was in administration and its affairs, business and property were being managed by the Administrators (the "Structured Insolvency").

Through October 13, 2025, the date immediately prior to the Filing Date, the operating results of UES-UK are included in the condensed consolidated operating results of the Corporation. Effective as of the Filing Date, the Corporation no longer consolidates the operating results of UES-UK, as the Corporation no longer has decision-making control over UES-UK. As of the Filing Date, the Corporation (i) wrote down its investment in UES-UK to its estimated fair value; (ii) recognized the other comprehensive losses of UES-UK deferred in accumulated other comprehensive loss; and (iii) established an estimated recovery for the amount of funds expected to be returned to the lenders under the Corporation's Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the "Credit Agreement") after the costs and expenses of the Structured Insolvency (the "Estimated Recovery"), if any, since the accounts receivables, inventories, and equipment of UES-UK were held as collateral under the Credit Agreement.

The Estimated Recovery recorded and outstanding as of December 31, 2025 equaled $7,500, which was based on the Corporation's assessment of the expected recovery from the insolvency proceedings, including consideration of information provided by the Administrators such as the value and the priority of the claims by various creditors. In January 2026, the Administrators distributed $1,255 to the Corporation, which was returned to the lenders under the Credit Agreement reducing the Corporation's balance outstanding under the Credit Agreement. Based on updated information received from the Administrators, including lower funds expected to be available for future distributions, the Corporation subsequently wrote down the Estimated Recovery by $875 which is recognized as a Deconsolidation Charge in the accompanying condensed consolidated statements of operations for the nine months

ended September 30, 2026.

The Corporation will continue to evaluate the collectability of the Estimated Recovery and will adjust the Estimated Recovery based on facts and circumstances at each reporting date. If it is determined the Estimated Recovery is expected to be lower than currently estimated, then the Estimated Recovery would be reduced and a charge to net income would be recorded. Similarly, if it is determined the Estimated Recovery is expected to be higher than currently estimated, then the Estimated Recovery would be increased and a credit to net income would be recorded. Any recovery will be distributed in the order of priority set forth in the Insolvency Act 1986.

In addition, during 2025, the Corporation closed its non-core steel distribution facility located in Ohio previously held by Alloys Unlimited and Processing, LLC ("AUP"). In December 2025, AUP was merged into Union Electric Steel Corporation, an indirect wholly owned subsidiary of the Corporation.

Executive Overview

For the FCEP segment, global steel manufacturing capacity continues to exceed global steel product consumption. Steel demand has been improving over the last few quarters, which has positively impacted the segment's largest market. In the third quarter of 2025, the U.S. government announced new tariffs on coated steel imports and, effective April 2026, tariffs were increased to 50% on most flat-rolled steel imported into the United States. These additional tariff protections cover more products for our North American customers and continue to meaningfully reduce imports, thereby supporting pricing, improving U.S. steel mill utilization and, in turn, increasing the number of rolling mill rolls being consumed, a positive for the segment.

Tariffs are now applied to steel forged and cast rolls shipped from the segment's European facilities to the United States. Steel is an important distinction as the highest volume of cast rolls imported into the United States is subject only to a country-specific tariff instead of the higher rates on steel forged roll imports. As the U.S. market is underserved as a result of capacity limitations by domestic cast roll suppliers, these tariffs have had little effect on our business. Tariffs remain in place for products that compete with our FEP products, resulting in increases in orders and higher margins.

Following the closure of its U.K. facility, the primary focus for the FCEP segment is to optimize its facility in Sweden, including increasing production levels and improving product mix by eliminating certain lower-margin orders. In addition, the segment aims to improve its profitability by maintaining a strong position in the Western roll market and continuing to improve operational efficiency.

For the ALP segment, businesses are benefiting from higher demand by the power generation market compared to the prior year period, primarily due to growth for data centers and by the defense sector, principally as a result of higher defense spending by U.S. Navy shipbuilders. By prioritizing customer relationships and delivering highly engineered solutions, the Corporation believes the segment has successfully increased its market share and is actively increasing capacity to support this growth. Though it continues to face rising production costs due to inflation, the segment has mitigated these effects through strategic price increases. With rising market demand, the focus for this segment is to add to its manufacturing capacity with the commissioning of new equipment expected by the end of 2026, increase its headcount, and improve its manufacturing efficiencies.

The Corporation is actively monitoring, and will continue to actively monitor, changes prompted by the U.S. government, repercussions from the ongoing Middle East conflicts and similar geopolitical matters, economic conditions, and other developments relevant to its business including the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.

Selected Financial Information

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

Change

2026

2025

Change

Net Sales:

FCEP

$

68,906

$

71,467

$

(2,561

)

$

207,026

$

221,663

$

(14,637

)

ALP

42,793

36,542

6,251

115,918

103,715

12,203

Consolidated

$

111,699

$

108,009

$

3,690

$

322,944

$

325,378

$

(2,434

)

Income from Operations:

FCEP

$

3,922

$

(401

)

$

4,323

$

8,749

$

(459

)

$

9,208

ALP

4,512

4,160

352

14,822

11,576

3,246

Corporate costs

(3,818

)

(2,636

)

(1,182

)

(11,321

)

(9,222

)

(2,099

)

Consolidated

$

4,616

$

1,123

$

3,493

$

12,250

$

1,895

$

10,355

September 30,
2026

December 31,
2025

Change

Backlog:

FCEP

$

223,904

$

208,604

$

15,300

ALP

155,629

120,333

35,296

Consolidated

$

379,533

$

328,937

$

50,596

Net sales approximated $111,699 and $108,009 for the three months ended September 30, 2026 and 2025, respectively, an increase of $3,690, and $322,944 and $325,378 for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $2,434. A discussion of net sales for the Corporation's two segments is included below.

Income from operations approximated $4,616 and $1,123 for the three months ended September 30, 2026 and 2025, respectively, an improvement of $3,493, and $12,250 and $1,895 for the nine months ended September 30, 2026 and 2025, respectively, an increase of $10,355.

Income from operations for the nine months ended September 30, 2026 includes the Deconsolidation Charge of $875 associated with the write-down of the Estimated Recovery. Income from operations for the three and nine months ended September 30, 2025 includes charges approximating $3,069 and $9,819, respectively, primarily for employee-related costs payable to the 168 employees of UES-UK and the 15 employees of AUP under existing benefit plans and accelerated depreciation from reducing the estimated remaining useful lives and revising the estimated residual values of the property, plant and equipment of UES-UK and AUP (collectively, the "Exit Charges"). In addition, income from operations for the nine months ended September 30, 2025 includes employee-retention credits, which were refundable employer payroll taxes for certain eligible businesses affected by the COVID-19 pandemic, of $735 received from the Internal Revenue Service during the second quarter of 2025 (the "Employee-Retention Credits") for the FCEP ($456) and ALP ($279) segments.

Corporate costs increased for the three and nine months ended September 30, 2026 when compared to the same periods of the prior year primarily due to higher employee-related costs and general inflationary increases.

A discussion of income from operations for the Corporation's two segments is included below.

Backlog equaled $379,533 as of September 30, 2026 versus $328,937 as of December 31, 2025. Backlog represents the accumulation of firm orders on hand which (i) are supported by evidence of a contractual arrangement, (ii) include a fixed and determinable sales price, (iii) have reasonably assured collectability, and (iv) generally are expected to ship within two years from the backlog reporting date. Backlog at a certain date may not be a direct measure of future revenue for a particular order because price increases, negotiated subsequently to the original order, are not included in backlog until the updated contract is received from the customer, certain surcharges are not determinable until the order is complete and ready for shipment to the customer, and certain orders are denominated in currency other than the functional (local) currency of the subsidiary and are not hedged. Approximately 73% of the backlog is expected to be released after 2026. A discussion of backlog by segment is included below.

Costs of products sold, excluding depreciation and amortization, as a percentage of net sales for the three and nine months ended September 30, 2026 approximated 80.0% and 79.5%, respectively. Costs of products sold, excluding depreciation and amortization, as a percentage of net sales for the three and nine months ended September 30, 2025 approximated 80.2% and 80.1%, respectively, and included a portion of the Exit Charges and the benefit from the Employee-Retention Credits. Costs of products sold, excluding depreciation and amortization, as a percentage of net sales for the three months ended September 30, 2026 and 2025 were comparable.

The improvement in costs of products sold, excluding depreciation and amortization, as a percentage of net sales for the nine months ended September 30, 2026 when compared to the same period of the prior year, is attributable to the ALP segment.

While the closure of UES-UK and AUP in the fourth quarter of 2025 eliminated high-cost structures, the expected benefit for the FCEP segment was offset by a lower volume of roll shipments, a less profitable product mix and unfavorable manufacturing absorption due, in part, to the extended outage of a 5,000-ton forging press at the U.S. operations during the third quarter of 2026.

See further discussion in the below commentary for the Corporation's two segments.

Selling and administrative expenses approximated $13,535 and $12,738 for the three months ended September 30, 2026 and 2025, respectively, an increase of $797, and $40,336 and $39,365 for the nine months ended September 30, 2026 and 2025, respectively, an increase of $971. While the closure of UES-UK and AUP in the fourth quarter of 2025 eliminated approximately $1,300 and $3,400 of selling and administrative costs for the three and nine months ended September 30, 2026 when compared to the three and nine months ended September 30, 2025, respectively, higher employee-related costs, higher commissions for the ALP segment, changes in exchange rates used to translate selling and administrative expenses of the Corporation's foreign subsidiaries into the U.S. dollar, and general inflationary increases offset the expected reduction in selling and administrative expenses for the current year periods.

Depreciation and amortization approximated $4,130 and $7,091 for the three months ended September 30, 2026 and 2025, respectively, a decrease of $2,961, and $12,614 and $17,095 for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $4,481 principally attributable to the absence of depreciation for UES-UK and AUP. Depreciation and amortization for UES-UK and AUP, including accelerated depreciation, approximated $2,800 and $4,100 for the three and nine months ended September 30, 2025, respectively.

Deconsolidation Charge of $875 for the nine months ended September 30, 2026 represents the write-down of the Estimated Recovery from the Structured Insolvency based on updated information received from the Administrators including lower funds expected to be available for future distribution.

Severance charge of $165 recognized for the three months ended September 30, 2025 represents primarily statutory severance and other benefits payable to the 15 employees of AUP under existing benefit plans. Severance charge of $6,019 for the nine months ended September 30, 2025 represents primarily statutory severance and other benefits payable to the 168 employees of UES-UK and the 15 employees of AUP under existing benefit plans.

Interest expense decreased approximately $235 and $272 for the three and nine months ended September 30, 2026, respectively, when compared to the same periods of the prior year, primarily due to:

Three Months Ended September 30, 2026

Nine Months Ended September 30, 2026

Lower average interest rates - primarily revolving credit facility

$

(38

)

$

(271

)

Lower average borrowings outstanding

(54

)

(209

)

Interest on Equipment Term Notes (agreement dated June 25, 2025)

(110

)

214

Other

(33

)

(6

)

$

(235

)

$

(272

)

Other (expense) income - net is comprised of the following:

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

Change

2026

2025

Change

Losses on foreign exchange transactions, net

$

(819

)

$

(57

)

$

(762

)

$

(823

)

$

(1,188

)

$

365

Net pension and other postretirement income

519

722

(203

)

1,553

2,177

(624

)

Unrealized (losses) gains on Rabbi trust investments

(74

)

73

(147

)

(3

)

117

(120

)

Investment income

11

12

(1

)

51

243

(192

)

Other

(7

)

(2

)

(5

)

(7

)

-

(7

)

$

(370

)

$

748

$

(1,118

)

$

771

$

1,349

$

(578

)

Other (expense) income - net fluctuated for the three and nine months ended September 30, 2026 when compared to the same periods of the prior year primarily due to:

•
Changes in losses on foreign exchange transactions;
•
Lower net pension and other postretirement income, which is principally attributable to the U.S. defined benefit pension plan reaching a fully funded status in early 2026 resulting in a change in its investment strategies to a more conservative portfolio;
•
Unrealized losses on Rabbi trust investments for the current year periods versus unrealized gains for the prior year periods due to market volatility; and
•
Lower investment income for the nine months ended September 30, 2026 versus the nine months ended September 30, 2025, with the prior year period benefiting from (i) interest received on refundable employer payroll taxes from the Internal Revenue Service for certain eligible businesses affected by the COVID-19 pandemic and (ii) a dividend from one of the Corporation's Chinese joint ventures.

Income tax provision for each of the periods includes income taxes associated with the Corporation's profitable operations. An income tax benefit is not able to be recognized on losses of certain of the Corporation's entities since it is "more likely than not" the asset will not be realized. Accordingly, changes in the income tax provision for each of the periods include the effects of changes in the pre-tax income of the Corporation's profitable operations in each jurisdiction and changes in expectations as to whether an income tax benefit will be able to be realized for the deferred income tax assets recognized.

The income tax provision for the nine months ended September 30, 2025 includes a one-time income tax benefit of approximately $500 resulting from the Corporation's majority-owned Chinese joint venture initially qualifying as a high-tech enterprise ("HTE"). As an HTE, the earnings of the Chinese joint venture through the end of 2026 will be taxed at a rate of 15% (versus 25%). The HTE status is renewable, subject to certain criteria being met, for which the Chinese joint venture expects to renew.

Valuation allowances are recorded against the majority of the Corporation's deferred income tax assets. The Corporation will maintain the valuation allowances until there is sufficient evidence to support the reversal of all or some portion of the allowances. Given the Corporation's current earnings and anticipated future earnings in Sweden and the United States, the Corporation believes there is a reasonable possibility within the next 12-24 months that sufficient positive evidence may become available to allow the Corporation to conclude some portion of the valuation allowance will no longer be needed. Release of any portion of the valuation allowance would result in the recognition of deferred income tax assets on the Corporation's condensed consolidated balance sheet and a decrease to the Corporation's income tax expense in the period the release is recorded. The exact timing and the amount of the valuation allowance released are subject to, among many items, the level of profitability achieved. Once the valuation allowance is completely reversed, a tax provision would be recognized on future earnings.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. OBBBA introduces multiple tax law and legislative changes. The Corporation has recognized the effects of the OBBBA provisions in its condensed consolidated financial statements to the extent they are applicable. The Corporation monitors and will continue to monitor legislative changes resulting from the OBBBA, and other legislative changes, and will incorporate the impact of such changes in the condensed consolidated financial statements when enacted.

Net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh equaled $458, or $0.02 per common share, and $1,080, or $0.05 per common share, for the three and nine months ended September 30, 2026, respectively. Net income attributable to Ampco-Pittsburgh for the nine months ended September 30, 2026 includes the Deconsolidation Charge, which decreased net income attributable to Ampco-Pittsburgh and net income per common share attributable to Ampco-Pittsburgh by $875 and $0.04 per common share for the nine months ended September 30, 2026.

Net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh equaled $2,211, or $0.11 per common share, and $8,404, or $0.42 per common share, for the three and nine months ended September 30, 2025, respectively, including the Exit Charges and the Employee-Retention Credits. No income tax benefit was able to be recognized for the Exit Charges since the underlying operations were in a three-year cumulative loss position as of September 30, 2025. The Exit Charges increased net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by $3,069, or $0.15 per common share, for the three months ended September 30, 2025. The Exit Charges and the Employee-Retention Credits increased net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by $9,077, or $0.45 per common share, for the nine months ended September 30, 2025. The income tax benefit resulting from the Corporation's majority-owned Chinese joint venture qualifying as an HTE of approximately $500 reduced the net loss attributable to Ampco-Pittsburgh and net loss per common share attributable to Ampco-Pittsburgh by approximately $299, or $0.01 per common share, for the nine months ended September 30, 2025.

Net Sales and Operating Results by Segment

Forged and Cast Engineered Products

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

Change

2026

2025

Change

Net Sales:

Forged and cast mill rolls

$

62,612

$

66,455

$

(3,843

)

$

190,381

$

207,304

$

(16,923

)

FEP

6,294

5,012

1,282

16,645

14,359

2,286

$

68,906

$

71,467

$

(2,561

)

$

207,026

$

221,663

$

(14,637

)

Income (Loss) from Operations

$

3,922

$

(401

)

$

4,323

$

8,749

$

(459

)

$

9,208

September 30,
2026

December 31,
2025

Change

Backlog

$

223,904

$

208,604

$

15,300

The change in net sales for the three and nine months ended September 30, 2026, when compared to the same periods of the prior year, is primarily due to the following:

•
Lower volume of roll shipments primarily due to the Structured Insolvency and lower sales of large rolls, which decreased net sales by approximately $4,000 and $17,900, respectively; and
•
Lower pricing due to changes in product mix, partly offset by higher variable-index surcharges passed through to customers as a result of fluctuations in the price of raw materials, energy and transportation costs, which decreased net sales by approximately $300 and $2,600, respectively; offset by
•
Higher volume of FEP shipments, which increased net sales by approximately $1,600 and $850, respectively; and
•
Changes in exchange rates used to translate the net sales of the segment's foreign subsidiaries into the U.S. dollar, which increased net sales by approximately $200 and $5,000, respectively.

Income from operations for the nine months ended September 30, 2026 includes the Deconsolidation Charge of $875. Loss from operations for the three and nine months ended September 30, 2025 includes the Exit Charges of $3,069 and $9,819, respectively. Loss from operations for the nine months ended September 30, 2025 includes a portion of the Employee-Retention Credits approximating $456.

In addition, the change in income (loss) from operations for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025, includes:

•
Lower overall manufacturing costs including benefits from the Structured Insolvency and higher variable-index surcharges, which increased operating results by approximately $4,800 and $10,000, respectively;
•
Lower selling and administrative costs resulting from the closures of UES-UK and AUP offset by higher employee-related costs and general inflation, which had a net benefit to operating income of approximately $1,000 and $2,650, respectively; and
•
Changes in exchange rates used to translate the operating results of the segment's foreign subsidiaries into the U.S. dollar, which were negligible for the three months ended September 30, 2026 but improved operating results by approximately $500 for the nine months ended September 30, 2026; offset by
•
Lower net volume of shipments (lower roll, higher FEP) and unfavorable product mix, which decreased operating income by approximately $2,800 and $6,900, respectively; and
•
Unfavorable manufacturing absorption, which adversely impacted operating results by approximately $1,700 and $5,500, respectively, in part due to the extended outage of a 5000-ton forging press at the U.S. operations during the third quarter of 2026.

Backlog increased at September 30, 2026 from December 31, 2025 by $15,300 primarily attributable to the receipt of additional customer orders due, in part, to timing and tariffs on competing forged roll imports into the United States. Changes in exchange rates used to translate the backlog of the Corporation's foreign subsidiaries into the U.S. dollar decreased backlog at September 30, 2026, when compared to backlog at December 31, 2025, by approximately $6,200. At September 30, 2026, approximately 69% of the segment's backlog is expected to ship after 2026.

Air and Liquid Processing

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

Change

2026

2025

Change

Net Sales:

Air handling systems

$

16,536

$

11,169

$

5,367

$

41,483

$

35,679

$

5,804

Heat exchange coils

12,574

12,483

91

38,197

35,307

2,890

Centrifugal pumps

13,683

12,890

793

36,238

32,729

3,509

$

42,793

$

36,542

$

6,251

$

115,918

$

103,715

$

12,203

Income from Operations

$

4,512

$

4,160

$

352

$

14,822

$

11,576

$

3,246

September 30,
2026

December 31,
2025

Change

Backlog

$

155,629

$

120,333

$

35,296

The increase in net sales for the three and nine months ended September 30, 2026, when compared to the same periods of the prior year, is primarily due to:

•
Higher net sales of air handling units primarily due to improved manufacturing efficiencies which has increased production capacity and, along with higher available backlog throughout the year, shipments.
•
Higher net sales of heat exchange coils principally due to:
o
Higher volume of shipments of commercial product, which increased net sales by approximately $1,300 and $3,800, respectively;
o
Changes in the volume of shipments to customers in the power generation market, which decreased net sales by approximately $1,100 for the three months ended September 30, 2026 but increased net sales by approximately $600 for the nine months ended September 30, 2026; and
o
Lower volume of shipments to industrial customers, which reduced net sales by approximately $100 and $1,500, respectively.
•
Higher net sales of centrifugal pumps principally due to:
o
Changes in the volume of shipments of pumps and aftermarket products to customers in the power generation market, which decreased net sales by approximately $700 for the three months ended September 30, 2026 but increased net sales by approximately $4,900 for the nine months ended September 30, 2026 when compared to the same periods of the prior year; and
o
Changes in the volume of shipments of new pump sets and aftermarket orders to the U.S. Navy market primarily due to timing of orders requested by customers, which increased net sales by approximately $1,500 for the three months ended September 30, 2026 but decreased net sales by approximately $1,400 for the nine months ended September 30, 2026.

The improvement in operating income for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025, is principally due to:

•
Higher sales and changes in product mix, which benefited operating income by approximately $1,100 and $5,200, respectively; offset by
•
Higher selling and administrative expenses of $600 and $1,500, respectively, including higher commissions associated with an increase in commissionable sales of air handling units, and
•
Employee-Retention Credits of $279 received in the second quarter of 2025.

Backlog at September 30, 2026 improved when compared to backlog at December 31, 2025 by approximately $35,296 with each of the product lines improving. In particular, backlog for:

•
Centrifugal pumps increased approximately $26,400 primarily due to strong order activity in the U.S. Navy and power generation markets,
•
Heat exchange coils increased approximately $8,500 primarily due to strong order intake for commercial OEMs, and
•
Air handling units increased slightly, by approximately $400, with current year orders tracking current year shipments.

At September 30, 2026, approximately 79% of the segment's backlog is expected to ship after 2026.

In October 2026, the segment benefited from higher-than-normal monthly order intake receiving approximately $31,000 of orders, including $21,000 of orders for heat exchange products from the power generation market, which are expected to ship within 18-24 months.

Non-GAAP Financial Measures

The Corporation presents non-GAAP adjusted EBITDA and non-GAAP adjusted income from operations. Non-GAAP adjusted EBITDA is calculated as net income (loss) excluding interest expense, other (expense) income - net, income tax provision, depreciation and amortization, and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to the Corporation's ongoing results of operations, or beyond its control. Non-GAAP adjusted income from operations is calculated as income (loss) from operations excluding depreciation and amortization and stock-based compensation along with significant charges or credits that are one-time charges or credits, unrelated to the segment's ongoing results of operations, or beyond its control. During the nine months ended September 30, 2026, these non-GAAP financial measures were adjusted to exclude the Deconsolidation Charge. During the three and nine months ended September 30, 2025, these non-GAAP financial measures were adjusted to exclude the severance and other exit costs component of the Exit Charges (the accelerated depreciation component of the Exit Charges is included in depreciation and amortization) and the Employee-Retention Credits. These non-GAAP financial measures are not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America ("GAAP") and may not be comparable to similarly titled measures presented by other companies.

These measures are key measures used by the Corporation's management and Board of Directors to understand and evaluate the operating performance of the Corporation and its segments. The Corporation's management and Board of Directors believe these non-GAAP measures enhance comparability to companies in its stated industry peer group. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation's business performance.

The Corporation believes these non-GAAP financial measures help identify underlying trends in its business that otherwise could be masked by the effect of these items that it excludes from adjusted EBITDA and adjusted income from operations. The Corporation also believes these non-GAAP financial measures provide useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation's management in its financial and operational decision-making. In particular, the Corporation believes the exclusion of the Deconsolidation Charge, the severance and other exit costs component of the Exit Charges and the Employee-Retention Credits can provide a useful measure for period-to-period comparisons of the Corporation's core business performance.

Non-GAAP adjusted EBITDA and non-GAAP adjusted income from operations are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are limitations related to the use of non-GAAP adjusted EBITDA, rather than net income (loss), or non-GAAP adjusted income from operations, rather than income (loss) from operations, which are the nearest GAAP equivalents. Among other things, there can be no assurance that additional expenses similar to the Deconsolidation Charge and the severance and other exit costs component of the Exit Charges or additional benefits similar to the Employee-Retention Credits will not occur in future periods.

The adjustments reflected in non-GAAP adjusted income from operations are pre-tax. No income tax benefit was able to be recognized for the Deconsolidation Charge and the Exit Charges since the underlying operations remained in a three-year cumulative loss position as of September 30, 2026 and 2025. The tax expense associated with the Employee-Retention Credits was not significant.

The following is a reconciliation of net income (loss) to non-GAAP adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025, respectively:

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net income (loss) (GAAP)

$

1,134

$

(1,655

)

$

3,133

$

(6,484

)

Add (deduct):

Interest expense

2,766

3,001

8,280

8,552

Other (expense) income - net

370

(748

)

(771

)

(1,349

)

Income tax provision

346

525

1,608

1,176

Income from operations (GAAP)

4,616

1,123

12,250

1,895

Add (deduct):

Depreciation and amortization(1)

4,130

7,091

12,614

17,095

Stock-based compensation

609

334

1,368

972

Deconsolidation Charge

-

-

875

-

Severance and other exit costs

-

662

-

6,758

Employee-Retention Credits

-

-

-

(735

)

Adjusted EBITDA (Non-GAAP)

$

9,355

$

9,210

$

27,107

$

25,985

(1)
Depreciation and amortization for the three and nine months ended September 30, 2025 includes accelerated depreciation of $2,407 and $3,061, respectively, associated with exiting UES-UK and closing AUP.

The following is a reconciliation of income (loss) from operations to non-GAAP adjusted income from operations for the three and nine months ended September 30, 2026 and 2025, respectively:

Three Months Ended September 30,

2026

2025

FCEP

ALP

Corp(1)

Consolidated

FCEP

ALP

Corp(1)

Consolidated

Income (loss) from operations (GAAP)

$

3,922

$

4,512

$

(3,818

)

$

4,616

$

(401

)

$

4,160

$

(2,636

)

$

1,123

Add (deduct):

Depreciation and amortization(2)

3,780

336

14

4,130

6,807

284

-

7,091

Stock-based compensation

-

-

609

609

-

-

334

334

Severance and other exit costs

-

-

-

-

662

-

-

662

Income from operations, as adjusted (Non-GAAP)

$

7,702

$

4,848

$

(3,195

)

$

9,355

$

7,068

$

4,444

$

(2,302

)

$

9,210

Nine Months Ended September 30,

2026

2025

FCEP

ALP

Corp(1)

Consolidated

FCEP

ALP

Corp(1)

Consolidated

Income (loss) from operations (GAAP)

$

8,749

$

14,822

$

(11,321

)

$

12,250

$

(459

)

$

11,576

$

(9,222

)

$

1,895

Add (deduct):

Depreciation and amortization(2)

11,567

1,013

34

12,614

16,259

836

-

17,095

Stock-based compensation

-

-

1,368

1,368

-

-

972

972

Deconsolidation Charge

875

-

-

875

-

-

-

-

Severance and other exit costs

-

-

-

-

6,758

-

-

6,758

Employee-Retention Credits

-

-

-

-

(456

)

(279

)

-

(735

)

Income from operations, as adjusted (Non-GAAP)

$

21,191

$

15,835

$

(9,919

)

$

27,107

$

22,102

$

12,133

$

(8,250

)

$

25,985

(1) Corporate represents the operating expenses of the corporate office and other costs not allocated to the segments.

(2) Depreciation and amortization for the three and nine months ended September 30, 2025 includes accelerated depreciation of $2,407 and $3,061, respectively, associated with exiting UES-UK and closing AUP.

Liquidity and Capital Resources

Nine Months Ended September 30,

2026

2025

Change

Net cash flows provided by (used in) operating activities

$

23,723

$

(1,363

)

$

25,086

Net cash flows used in investing activities

(10,791

)

(4,507

)

(6,284

)

Net cash flows (used in) provided by financing activities

(14,189

)

4,600

(18,789

)

Effect of exchange rate changes on cash and cash equivalents

(126

)

801

(927

)

Net decrease in cash and cash equivalents

(1,383

)

(469

)

(914

)

Cash and cash equivalents at beginning of period

10,703

15,427

(4,724

)

Cash and cash equivalents at end of period

$

9,320

$

14,958

$

(5,638

)

Net cash flows provided by (used in) operating activities equaled $23,723 and $(1,363) for the nine months ended September 30, 2026 and 2025, respectively, a change of $25,086 primarily due to:

•
Higher customer-related liabilities, net of change in investment in contract assets, of approximately $23,300 principally due to the timing of deposits received from customers;
•
Lower contributions to the Corporation's various defined benefit and defined contribution plans of approximately $2,600; and
•
Collection of a portion of the Estimated Recovery of approximately $1,255; offset by
•
Changes in working capital for the nine months ended September 30, 2026 versus the nine months ended September 30, 2025.

Trade receivables at September 30, 2026 decreased by approximately $7,300 when compared to trade receivables at December 31, 2025 primarily due to improved collections.

Inventories at September 30, 2026 increased by approximately $4,600 when compared to inventories at December 31, 2025 principally due to increased production anticipated for the balance of the year.

Accounts payable at September 30, 2026 decreased approximately $5,200 when compared to accounts payable at December 31, 2025 primarily due to improved trade receivables collections.

Asbestos-related payments are expected to continue in the foreseeable future. The amount of asbestos-related payments and corresponding insurance recoveries are difficult to predict and can vary based on a number of factors, including changes in assumptions, as outlined in Note 15 to the condensed consolidated financial statements.

The Deconsolidation Charge of $875 recognized during the nine months ended September 30, 2026 is a non-cash charge and did not impact net cash flows provided by (used in) operating activities.

Net cash flows used in investing activities equaled $(10,791) and $(4,507) for the nine months ended September 30, 2026 and 2025, respectively, an increase in usage of $6,284 primarily due to:

•
Higher capital expenditures, by both of the segments, approximating $5,175 and
•
Lower government incentives, such as grants, received in the current year by a division of the ALP segment for specific capital purchases of approximately $731.

At September 30, 2026, commitments for future capital expenditures approximated $7,100, which is expected to be spent over the next 12-18 months.

Net cash flows (used in) provided by financing activities equaled $(14,189) and $4,600 for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $18,789 which is primarily due to:

•
Higher net repayments on the Corporation's revolving credit facility of $4,749,
•
Proceeds received in the prior year from the new Equipment Term Notes of $13,500, and
•
Higher repayment of debt principal of $1,414 in the current year; offset by
•
Payment of deferred financing fees of $891 in the prior year in connection with amending the Corporation's revolving credit facility.

The current portion of debt decreased approximately $1,200 as of September 30, 2026 from December 31, 2025 due to lower balances outstanding as swing loans. Swing loans are temporary advances under the revolving credit facility and short-term in nature. Accordingly, swing loans are classified as a current liability until the amount is either repaid, as customers remit payments, or, if elected by the Corporation, refinanced as a longer-term loan under the revolving credit facility.

The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the fluctuation of the Swedish krona and Chinese yuan against the U.S. dollar.

As a result of the above, cash and cash equivalents decreased by $1,383 during 2026 and ended the period at $9,320 in comparison to $10,703 at December 31, 2025. The majority of the Corporation's cash and cash equivalents is held by its foreign operations. Domestic customer remittances are used to repay borrowings under the Corporation's revolving credit facility daily, resulting in minimal cash maintained by the Corporation's domestic operations. Cash held by the Corporation's foreign operations is considered to be permanently re-invested; accordingly, a provision for estimated local and withholding tax has not been made. If the Corporation were to remit any foreign earnings to it or any of its U.S. entities, the estimated tax impact would be insignificant.

Funds on hand, funds generated from future operations and availability under the Corporation's revolving credit facility are expected to be sufficient to finance the Corporation's operational requirements, debt service costs, net asbestos payments, and capital expenditures. As of September 30, 2026, remaining availability under the revolving credit facility approximated $31,473, net of standard availability reserves. Since a significant portion of the Corporation's debt includes variable rate interest, increases in the underlying benchmark rates will increase the Corporation's debt service costs. Similarly, decreases in the underlying benchmark rates will decrease the Corporation's debt service costs.

The maturity date for the revolving credit facility is June 25, 2030 and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. Additionally, while the Corporation anticipates it has sufficient liquidity to finance the Corporation's operational requirements, debt service costs, net asbestos payments, and capital expenditures, it may from time to time consider alternatives, potential transactions and other strategies in an attempt to enhance its liquidity. Given such measures are forward-looking, the Corporation cannot ensure it will be successful in achieving such enhancements to improve its liquidity.

Litigation and Environmental Matters

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

Critical Accounting Policies

The Corporation's critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2025, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.

Ampco-Pittsburgh Corporation published this content on November 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 10, 2026 at 11:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]