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FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-898.
AMPCO-PITTSBURGH CORPORATION
Incorporated in Pennsylvania.
I.R.S. Employer Identification No. 25-1117717.
600 Grant Street, Pittsburgh, Pennsylvania 15219
Telephone Number 412/456-4400
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods that the registrant was
required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
On May 14, 2003, 9,632,497 common shares were outstanding.
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AMPCO-PITTSBURGH CORPORATION
INDEX
Page No.
Part I - Financial Information:
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002 3
Consolidated Statements of Operations -
Three Months Ended March 31, 2003 and 2002 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 12
Item 3 - Quantitative and Qualitative
Disclosures About Market Risk 14
Item 4 - Controls and Procedures 14
Part II-Other Information:
Item 1 - Legal Proceedings 15
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 17
Section 302 Certifications 18
Exhibit Index 20
Exhibits
Exhibit 99.1
Exhibit 99.2
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PART I - FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
2003 2002
Assets
Current assets:
Cash and cash equivalents $ 23,048,195 $ 27,684,915
Receivables, less allowance for
doubtful accounts of $1,527,420 in
2003 and $1,552,534 in 2002 40,463,965 39,059,424
Inventories 48,812,600 47,054,825
Other 10,041,669 6,685,124
Total current assets 122,366,429 120,484,288
Property, plant and equipment, at cost:
Land and land improvements 5,088,653 5,061,053
Buildings 29,308,997 29,317,286
Machinery and equipment 145,976,848 144,888,313
180,374,498 179,266,652
Accumulated depreciation (97,494,701) (95,535,004)
Net property, plant and
equipment 82,879,797 83,731,648
Prepaid pensions 23,439,261 23,039,261
Goodwill 2,694,240 2,694,240
Other noncurrent assets 4,968,694 5,100,065
$236,348,421 $235,049,502
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 11,913,825 $ 12,288,899
Accrued payrolls and
employee benefits 8,710,908 8,413,650
Other 16,377,074 14,200,883
Total current liabilities 37,001,807 34,903,432
Employee benefit obligations 16,201,860 16,304,604
Deferred income taxes 20,307,379 19,825,065
Industrial Revenue Bond debt 13,311,000 13,311,000
Other noncurrent liabilities 678,610 684,995
Total liabilities 87,500,656 85,029,096
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 9,632,497 in 2003
and 2002 9,632,497 9,632,497
Additional paid-in capital 103,005,928 103,005,928
Retained earnings 45,203,694 45,970,371
Accumulated other comprehensive loss (8,994,354) (8,588,390)
Total shareholders' equity 148,847,765 150,020,406
$236,348,421 $235,049,502
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
2003 2002
Net sales $ 49,678,982 $ 54,698,356
Operating costs and expenses:
Costs of products sold
(excluding depreciation) 39,044,793 42,661,317
Selling and administrative 7,852,685 7,549,244
Depreciation 2,001,951 2,052,046
Gain (loss) on disposition of assets 8,650 (1,644)
Total operating expense 48,908,079 52,260,963
Income from operations 770,903 2,437,393
Other expense:
Interest expense (93,417) (71,484)
Other - net (151,913) (175,287)
(245,330) (246,771)
Income before income taxes 525,573 2,190,622
Income tax provision 329,000 972,000
Net income before cumulative effect
of change in accounting for goodwill 196,573 1,218,622
Cumulative effect of change in accounting
for goodwill, net of income taxes
of $1,558,269 - (2,893,931)
Net income (loss) $ 196,573 $ (1,675,309)
Basic and diluted earnings per
common share:
Net income before cumulative
effect of change in accounting
for goodwill $ 0.02 $ 0.13
Cumulative effect of change in
accounting for goodwill $ - $ (0.30)
Net income (loss) $ 0.02 $ (0.17)
Cash dividends declared per share $ 0.10 $ 0.10
Weighted average number of
common shares outstanding 9,632,497 9,608,897
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
2003 2002
Net cash flows (used in) provided by
operating activities $(2,498,837) $ 4,014,373
Cash flows from investing activities:
Purchases of property, plant and
equipment (1,187,400) (1,589,872)
Net cash flows (used in) investing
activities (1,187,400) (1,589,872)
Cash flows from financing activities:
Dividends paid (963,250) (960,890)
Net cash flows (used in) financing
activities (963,250) (960,890)
Effect of exchange rate changes on cash
and cash equivalents 12,767 (63,009)
Net (decrease) increase in cash and
cash equivalents (4,636,720) 1,400,602
Cash and cash equivalents at
beginning of period 27,684,915 13,514,299
Cash and cash equivalents at
end of period $ 23,048,195 $ 14,914,901
Supplemental information:
Income tax payments $ 115,215 $ 167,680
Interest payments $ 82,349 $ 83,694
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Consolidated Financial Statements
The consolidated balance sheet as of March 31, 2003, the
consolidated statements of operations for the three months ended
March 31, 2003 and 2002 and the condensed consolidated
statements of cash flows for the three months ended March 31,
2003 and 2002 have been prepared by Ampco-Pittsburgh Corporation
(the Corporation) without audit. In the opinion of management,
all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position,
results of operations and cash flows for the periods presented
have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto incorporated by reference in the Corporation's annual
report to shareholders on Form 10-K for the year ended December
31, 2002. The results of operations for the three months ended
March 31, 2003 are not necessarily indicative of the operating
results expected for the full year.
2. Restructuring
In the third quarter of 2002, the Corporation made permanent
reductions in manning levels at several of its operations and
initiated the closure of its leased Plastics Processing
Machinery facility in South Carolina. An initial restructuring
provision of $1,337,000 for costs associated with these efforts
was recorded and as of December 31, 2002, approximately $167,000
remained outstanding. Restructuring activity for 2003 was as
follows:
(in thousands)
December 31, March 31,
2002 Paid 2003
Employee costs $ 157 $ ( 61) $ 96
Costs associated with
closure of leased facility 10 (5) 5
$ 167 $ (66) $ 101
The restructuring reserve as of March 31, 2003 represents
primarily remaining severance costs to be paid in the second
quarter of 2003 and costs associated with the closure of the
leased facility such as lease payments and holding costs through
the estimated date of sublet.
3. Goodwill
Effective January 1, 2002, the Corporation adopted the
provisions of Statement of Financial Accounting Standard (SFAS)
No. 142, "Goodwill and Other Intangible Assets" resulting in an
after-tax write off of
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goodwill amounting to $2,894,000 in the quarter ended March 31,
2002. There were no changes in the carrying amount of goodwill
for the three months ended March 31, 2003. Goodwill as of March
31, 2003 relates to the Air and Liquid Processing segment and
approximated $2,694,000.
4. Inventories
At March 31, 2003 and December 31, 2002, approximately 70% of
the inventories were valued on the LIFO method, with the
remaining inventories valued on the FIFO method. Inventories
were comprised of the following:
(in thousands)
March 31, December 31,
2003 2002
Raw materials $13,500 $12,807
Work-in-process 22,204 23,216
Finished goods 7,822 5,943
Supplies 5,287 5,089
$48,813 $47,055
5. Other Current Liabilities
Other current liabilities were comprised of the following:
(in thousands)
March 31, December 31,
2003 2002
Customer-related $ 7,195 $ 6,298
Other 9,182 7,903
$16,377 $14,201
6. Comprehensive Loss
The Corporation's comprehensive income (loss) for the three
months ended March 31, 2003 and 2002 consisted of:
(in thousands)
Three Months
Ended March 31,
2003 2002
Net income (loss) $ 197 $(1,675)
Foreign currency translation (217) (467)
Minimum pension liability 7 -
Unrealized holding (losses) gains
on marketable securities (93) 157
Change in fair value of
derivatives (103) 185
Comprehensive loss $ (209) $(1,800)
7. Foreign Exchange
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
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are purchased which are designated as fair value hedges or,
beginning in 2002, cash flow hedges. As of March 31, 2003,
approximately $15,639,000 of anticipated foreign denominated
sales have been hedged with the underlying contracts settling at
various dates beginning in 2003 through 2005. As of March 31,
2003, the fair value of contracts expected to settle within the
next 12 months, which is recorded in other current liabilities,
approximated $1,761,000 and the fair value of the remaining
contracts, which is recorded in other noncurrent liabilities,
approximated $355,000. The change in the fair value of the
contracts designated as cash flow hedges is recorded as a
component of other comprehensive loss and approximated $641,000,
net of taxes, as of March 31, 2003. The change in fair value
will be reclassified into earnings when the projected sales
occur with approximately $582,000, net of taxes, expected to be
released to earnings within the next 12 months.
Gains (losses) on foreign exchange transactions approximated
$(163,000) and $(197,000) for the three months ended March 31,
2003 and 2002 respectively.
In addition, one of the Corporation's subsidiaries is subject to
risk from increases in the price of a commodity 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, 2003, approximately 100% or $2,024,000 of
anticipated commodity purchases over the next 15 months are
hedged. The fair value of the contracts expected to be settled
within the next 12 months approximated $37,000 and the fair
value of the remaining contracts approximated $23,000 as of
March 31, 2003. The change in the fair value of the contracts
designated as cash flow hedges is recorded as a component of
other comprehensive loss and approximated $36,000, net of taxes,
as of March 31, 2003. The change in the fair value will be
reclassified into earnings when the projected sales occur with
approximately $22,000, net of taxes, expected to be released to
earnings within the next 12 months.
8. Earnings Per Share
Basic earnings per share are computed by dividing net income
before cumulative effect of change in accounting for goodwill,
cumulative effect of change in accounting for goodwill, and net
income (loss) by the weighted average number of common shares
outstanding for the period. The weighted average number of
common shares outstanding for the three months ended March 31,
2003 and 2002 equaled 9,632,497 and 9,608,897 shares,
respectively.
The computation of diluted earnings per share is similar to
basic earnings per share except that the denominator is
increased to include the dilutive effect of the net additional
common shares that would have been outstanding assuming exercise
of outstanding stock options, calculated using the treasury
stock method. The weighted average number of common shares
outstanding assuming exercise of the stock options was 9,688,242
and 9,629,366 shares for the three months ended March 31, 2003
and 2002, respectively.
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9. Business Segments
Presented below are the net sales and income (loss) before taxes
for the Corporation's three business segments. In the fourth
quarter 2002, the Corporation began evaluating the performance
of its segments based solely on income from operations without
an allocation of corporate expenses to give it the ability to
focus on actual operating performance for each of the segments.
Prior year information has been restated to conform to the 2003
presentation.
(in thousands)
Three Months Ended
March 31,
2003 2002
Net Sales:
Forged and Cast Rolls $ 24,798 $ 24,549
Air and Liquid Processing 18,732 24,069
Plastics Processing Machinery 6,149 6,080
Total Reportable Segments $ 49,679 $ 54,698
Income (loss) before taxes:
Forged and Cast Rolls $ 957 $ 645
Air and Liquid Processing 1,028 3,199
Plastics Processing Machinery 81 (192)
Total Reportable Segments 2,066 3,652
Other expense, including corporate
costs - net (1,540) (1,461)
Total $ 526 $ 2,191
10. Investment in Joint Venture
Effective January 2003, the U.K. cast roll operation entered
into an agreement to sell technical know-how to a newly created
joint venture in China. In addition to cash proceeds, the U.K.
operations received an interest in the joint venture, the value
of which is not material.
11. Litigation and Environmental Matters
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
subsidiaries. As of March 31, 2003, those subsidiaries, and in
some cases, the Corporation, were defendants (among a number of
defendants, typically over 50 and often over 100) in cases
filed in various state and federal courts involving
approximately 18,500 claimants. Most of the claims were made in
a small number of lawsuits filed in Mississippi in 2002 and
2003. The filings do not typically identify specific products
as a source of asbestos exposure. The Corporation's aggregate
gross settlement costs, including defense costs, in the first
quarter of 2003 were approximately $350,000, substantially all
of which was paid by insurance. Fourteen cases, each involving
a single claimant, have been dismissed in the first quarter of
2003 without any payment.
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On February 7, 2003, Utica Mutual Insurance Company ("Utica")
filed a lawsuit in the Supreme Court of the State of New York,
County of Oneida against the Corporation and certain of the
subsidiaries named in the underlying asbestos actions (the
"Policyholder Defendants") and three other insurance carriers
that provided primary coverage to the Corporation (the "Insurer
Defendants"). In the lawsuit, Utica has alleged (i) it has no
coverage obligation for years where the Policyholder Defendants
cannot establish the existence of insurance contracts or
coverage, where exposure occurred outside of the Utica policy
periods or with respect to allegedly excluded products; (ii)
the Policyholder Defendants breached the insurance contracts;
and (iii) the Insurer Defendants have defense and indemnity
obligations under insurance contracts they have issued to the
Policyholder Defendants. Utica is seeking a declaratory
judgment from the court on these issues and recoupment of
amounts it has already paid. The Corporation and its
subsidiaries named in the lawsuit have answered Utica's
complaint, denying that Utica is entitled to the relief it
requests against them, and have also asserted counterclaims
against Utica. Although the outcome of this action cannot be
predicted with certainty, the Corporation believes that the
lawsuit ultimately should benefit all parties by defining the
obligations of Utica and the Insurer Defendants to the
Corporation and that the majority of the defense and indemnity
costs of the pending cases ultimately will be covered by the
appropriate insurance policies.
Based on the Corporation's claims experience to date, insurance
coverage and the identity of the subsidiaries that are named in
the cases, the Corporation believes that the pending legal
proceedings will not have a material adverse effect on its
consolidated financial condition or liquidity. The outcome of
any of the particular lawsuits, however, could be material to
the consolidated results of operations of the period in which
the costs, if any, are recognized. There can be no assurance
that the Corporation or certain of its subsidiaries will not be
subjected to significant additional claims in the future or
that the Corporation's or its subsidiaries' ultimate liability
with respect to these claims will not present significantly
greater and longer lasting financial exposure than presently
contemplated. Although it is probable that future costs will be
incurred, the amounts cannot reasonably be estimated.
Accordingly, the Corporation has not made an accrual for such
costs in its financial statements. In addition, the Corporation
has retained a law firm to advise it on all matters pertaining
to these asbestos cases including insurance issues. As a
result, the Corporation incurred uninsured legal costs
approximating $600,000 in the first quarter of 2003 and expects
that such costs are likely to be in excess of $1.5 million in
the aggregate in 2003.
With respect to 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 one third-party
landfill site used by a division which was previously sold.
Environmental exposures are difficult to assess and estimate
for numerous reasons including lack
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of reliable data, the multiplicity of possible solutions, the
years of remedial and monitoring activity required, and
identification of new sites. While it is not possible to
quantify with certainty the environmental exposure, in the
opinion of management, the potential liability for all
environmental proceedings, based on information known to date
and the estimated quantities of waste at these sites, will not
have a material adverse effect on the financial condition,
results of operations or liquidity of the Corporation.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operations for the Three Months Ended March 31, 2003 and 2002
Net Sales. Net sales for the three months ended March 31, 2003
were $49,679,000 compared to $54,698,000 for the same period of
2002. A discussion of the first quarter sales for the
Corporation's three segments is included below. Order backlogs
approximated $113,332,000 at March 31, 2003 in comparison to
$106,088,000 at December 31, 2002. The increase is due primarily
to an improvement in backlog for the Forged and Cast Rolls segment.
Costs of Products Sold. Costs of products sold, excluding
depreciation, were comparable for each of the three-month periods
and approximated 78.6% and 78.0% of net sales, respectively.
Selling and Administrative. The increase in selling and
administrative expenses for the three months ended March 31, 2003
against the comparable prior year period is primarily attributable
to additional legal costs. See further discussion in the Air and
Liquid Processing paragraph below.
Income from Operations. Income from operations for the three
months ended March 31, 2003 approximated $771,000, against
$2,437,000 for the three months ended March 31, 2002. A discussion
of first quarter results for the Corporation's three segments is
included below.
Forged and Cast Rolls. Although sales for the Forged and Cast
Rolls segment for the three months ended March 31, 2003 were
comparable with sales for the three months ended March 31, 2002,
operating income increased to $957,000 for the quarter. For the
U.S. operations, despite a small improvement in sales, operating
income was negatively impacted by poor margins as a result of
severe price competition and an increase in natural gas, steel
scrap and other costs. For the U.K. operations, sales declined
slightly from the comparable prior year period; however, while
margins were adversely impacted by poor prices and increases in
steel scrap and other costs operating results benefited from a
lower cost structure resulting from the third quarter 2002
restructuring and income from the sale of technical know-how of
$480,000. Backlog of orders for both the U.S. and U.K. operations
has increased from a year ago albeit at price levels which continue
to be depressed as the global steel industry customer base
struggles through losses and restructurings.
Air and Liquid Processing. For the three months ended March 31,
2003, sales for the Air and Liquid Processing segment decreased 22%
to $18,732,000 against the comparable prior year period. In
addition, operating income decreased from $3,199,000 to $1,028,000.
Lower volumes and depressed pricing contributed to the poorer
results. Specifically, reduced spending in the construction
markets negatively impacted the air handling business which
generally lags the economy whereas lack of demand from power
generation equipment customers affected the pump business.
Although shipments for the heat exchange coil company were modestly
lower than the comparable prior year period, operating income
improved due to a
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favorable change in product mix. The segment was also impacted by
legal costs incurred for case management and insurance recovery
relating to lawsuits filed in connection with asbestos-containing
products manufactured decades ago. Backlog of orders for this
segment has declined significantly from a year ago and it is
expected that demand will continue to be weak throughout the year.
Plastics Processing Machinery. Demand for plastic machinery
components continues to be at low levels. Sales for the three-
month period ended March 31, 2003 and 2002 were comparable.
Operating income in the first quarter of 2003 improved over the
same period in the prior year due to a lower cost structure arising
from the restructuring undertaken in the third quarter 2002.
Backlog of orders approximates the same level as a year ago.
Other Expense. Other expense for the three months ended March 31,
2003 was comparable to that as of March 31, 2002.
Income Taxes. The effective tax rate for the three months ended
March 31, 2003 approximated 62.6% in comparison to 44.4% for the
comparable prior year period. The increase is due primarily to a
lower tax benefit for operating losses generated in the U.K.,
reduced export sales tax benefit, and the effect of state income
taxes.
Cumulative Effect of Accounting Change. Effective January 1, 2002,
the Corporation adopted the provisions of Statement of Financial
Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible
Assets" resulting in an after-tax write off of goodwill amounting
to $2,894,000 in the quarter ended March 31, 2002.
Net Income (Loss). As a result of all of the above, the
Corporation had net income for the three months ended March 31,
2003 of $197,000 in comparison to a net loss of $1,675,000, for the
three months ended March 31, 2002.
Liquidity and Capital Resources
Net cash flows used in operating activities amounted to $2,499,000
for the three months ended March 31, 2003 in comparison to positive
cash flows of $4,014,000 for the three months ended March 31, 2002.
The decrease is due primarily to lower earnings and changes in
working capital, principally an increase in accounts receivable and
inventories.
Net cash flows used in investing activities approximated $1,187,000
and $1,590,000 in 2003 and 2002, respectively, for capital
expenditures. As of March 31, 2003, future capital expenditures
totaling $4,902,000 have been approved. Funds on-hand, funds
generated by future operations and available lines of credit are
expected to be sufficient to finance capital expenditure
requirements. The Corporation continues to evaluate potential
acquisitions and/or disposals of existing businesses.
Net cash flows used in financing activities were $963,000 for 2003
and $961,000 for 2002 for payment of quarterly dividends at a rate
of $0.10 per share.
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The Corporation maintains short-term lines of credit in excess of
the cash needs of its businesses. The total available at March 31,
2003 was approximately $4,800,000.
Litigation and Environmental Matters
See Note 11 of the notes to the 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 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.
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. These forward-
looking statements shall not be deemed incorporated by reference by
any general statement incorporating by reference this Form 10-Q
into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 and shall not otherwise be deemed filed under
such Acts.
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, 2002.
ITEM 4 - CONTROLS AND PROCEDURES
(a) Disclosure controls and procedures. Within 90 days before
filing this report, the Corporation evaluated the effectiveness of
the design and operation of its disclosure controls and procedures.
Disclosure controls and procedures are the controls and other
procedures designed to ensure that the information required to be
disclosed in reports filed with or submitted to the SEC are
recorded, processed, summarized and reported in a timely manner.
Robert A. Paul, Chief Executive Officer, and Marliss D. Johnson,
Vice President, Controller and Treasurer, reviewed and participated
in this evaluation. Based on this evaluation, Messrs. Paul and
Johnson concluded that, as of the date of their evaluation, the
Corporation's disclosure controls were effective.
(b) Internal controls. Since the date of the evaluation described
above, there have not been any significant changes in the
Corporation's internal accounting controls or in other factors that
could significantly affect those controls.
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PART II - OTHER INFORMATION
AMPCO-PITTSBURGH CORPORATION
Item 1 Legal Proceedings
The information contained in Note 11 (Litigation and
Environmental Matters) is incorporated herein by reference.
Items 2-5 None
Item 6 Exhibits and Reports on Form 8-K
(a) 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 March 31, 1996
and June 30, 2001.
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.
10. Material Contracts
(a) 1988 Supplemental Executive Retirement Plan
Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended March
31, 1996.
(b) Severance Agreements between Ampco-Pittsburgh
Corporation and certain officers and employees
of Ampco-Pittsburgh Corporation.
Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1988; the Quarterly Report on
Form 10-Q for the quarter ended September 30,
1994; the Annual Report on Form 10-K for fiscal
year ended December 31, 1994; the Quarterly
Report on Form 10-Q for the
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quarter ended June 30, 1997; the Annual Report
on Form 10-K for the fiscal year ended December
31, 1998; and the Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999.
(c) 1997 Stock Option Plan, as amended.
Incorporated by reference to the Proxy
Statements dated March 14, 1997 and March 15,
2000.
99. Additional Exhibits
(1) Certification of Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(2) Certification of Vice President, Controller and
Treasurer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
Dated April 24, 2003 announcing the Corporation's results
for the three months ended March 31, 2003.
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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 14, 2003 BY: s/Robert A. Paul
Robert A. Paul
President and
Chief Executive Officer
DATE: May 14, 2003 BY: s/Marliss D. Johnson
Marliss D. Johnson
Vice President
Controller and Treasurer
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AMPCO-PITTSBURGH CORPORATION
I, Robert A. Paul, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ampco-
Pittsburgh Corporation ("the registrant");
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
s/Robert A. Paul
Robert A. Paul,
Chief Executive Officer
May 14, 2003
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AMPCO-PITTSBURGH CORPORATION
I, Marliss D. Johnson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ampco-
Pittsburgh Corporation ("the registrant");
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
s/Marliss D. Johnson
Marliss D. Johnson
Vice President, Treasurer and Controller
May 14, 2003
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AMPCO-PITTSBURGH CORPORATION
EXHIBIT INDEX
Exhibit 99 - Additional Exhibits
99.1 Certification of Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
99.2 Certification of Vice President, Controller
and Treasurer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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