What the changes say
- Ampco-Pittsburgh added risks concerning liquidity, corporate reorganizations, international tariffs, and sale-leaseback transactions.
- Stock listing risks shifted following the expiration of Series A warrants.
What changed since the prior 10-K
New
- NewRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We need to maintain adequate liquidity to meet our operating cash flow requirements, debt service costs, net asbestos payments, and other financial obligations
We need to maintain adequate liquidity to meet operating cash flows, debt service, and net asbestos payments.
- NewRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We may from time to time undertake internal corporate reorganizations that may adversely impact our business and results of operations
Internal corporate reorganizations may cause business disruptions, legal insolvency proceedings, or significant expenses.
- NewRISKS RELATED TO OUR BUSINESS AND INDUSTRY
The imposition of tariffs by the United States and other governments has negatively affected, and could again negatively affect, our operations, financial performance and liquidity
Tariffs on primary steel, aluminum, and forged and cast rolls have caused order slowdowns in the U.S., Europe, and China.
- NewRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We are a party to sale-leaseback financing transactions, which creates the risk of loss if we default. If we fail to comply with the covenants as required by our various debt agreements, including our revolving credit facility, it may adversely affect our liquidity, results of operations and financial condition
Defaulting on sale-leaseback financing transactions with Store Capital Acquisitions for UES and Air & Liquid properties could cause loss of manufacturing access.
Dropped
- Dropped
RISKS RELATEFD TO OUR BUSINESS AND INDUSTRY
Prior liquidity risk covering credit facility and equipment financing facility covenants.
- Dropped
We are a party to sale-leaseback financing transactions, which creates the risk of loss if we default
- DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
or we do not make sufficient progress satisfactory to the New York Stock Exchange, our common stock could be de-listed from the New York Stock Exchange, which could impact potential liquidity for our shareholders
- DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
Holders of Series A warrants will have no rights as holders of our common stock until they exercise their Series A warrants and acquire our common stock
- DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
The market price of our common stock may not exceed the exercise price of the Series A warrants at such time as the holder desires to exercise such Series A warrants and, accordingly, the Series A warrants may have no value
- DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
Because the Series A warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding
- DroppedRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
and litigation. Although we have taken steps to address these concerns, there can be no assurance a system failure or data security breach will not have a material adverse effect on our financial condition, results of operations and liquidity
Reworded
- 83% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We periodically generate sales from individual customers approximating 10% of the net sales of the FCEP or ALP segments. The loss of, or significant reduction in, the orders of any such significant customer could have a material adverse effect on the segment's financial results
Updated customer concentration figures for 2025, noting one customer accounts for 10% of FCEP net sales and another for 12% of ALP net sales.
Was: We generate approximately 10% of the sales in the FCEP segment from one customer, and the loss of, or significant reduction in, the orders of such customer could have a material adverse effect on the segment
- 73% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
A change in the existing regulatory environment could negatively affect our operations, financial performance and liquidity
Removed references to future tax obligations and deferred income tax asset values in the regulatory environment risk.
- 70% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
Potential attacks on information technology infrastructure and other cyber-based business disruptions could have a material adverse effect on our financial condition, results of operations and liquidity
Maintained IT infrastructure and cyber-security risk text unchanged despite being listed under reworded risks.
- 46% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
Increases in energy and commodity prices, reductions in electricity and natural gas supply, or shortages of key production materials could adversely impact our production, which could result in lower profitability or higher losses
Added specifics that FCEP has fixed pricing for electricity and natural gas, while ALP has fixed pricing for aluminum.
- 41% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
A reduction in the level of our export sales, changes in foreign currency exchange rates as well as other economic factors in foreign countries could have an adverse impact on our financial results
Added risk regarding unhedged foreign exchange rate fluctuations between order date and shipment date for transactions in non-functional currencies.
Was: A reduction in the level of our export sales, as well as other economic factors in foreign countries, could have an adverse impact on our financial results
- 34% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
Excess global capacity in the steel industry could lower prices for our products, which could adversely affect our sales, margins and profitability, as well as the collectability of our receivables and the salability of our in-process inventory
Added impact of increased entry of low-priced products from other countries on local demand in the United States and Europe.
- 32% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
We may not be able to satisfy the continued listing requirements of the New York Stock Exchange for our common stock
Added actual figures as of December 31, 2025, showing market capitalization of $69.5 million and shareholders' equity of $32.6 million.
Was: We may not be able to satisfy the continued listing requirements of the New York Stock Exchange and the NYSE American Exchange for our common stock and Series A warrants, respectively
- 29% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We could face limitations in availability of capital to fund our strategic plans. Additionally, deterioration in our credit profile or increases in interest rates could increase our costs of borrowing and further limit our access to capital markets and commercial credit
Removed sentences discussing the potential impact of failing financial covenants or increased borrowing needs on financial position.
- 24% rewrittenRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We may not be able to scale our operational capacity in line with demand for our products
- 24% rewrittenRISKS RELATED TO OWNERSHIP OF OUR SECURITIES
Changes in the global economic environment, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, global instability, and actual and threatened geopolitical conflict could have an adverse effect on our industry and business, as well as those of our customers and suppliers
Was: Changes in the global economic environment, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers
All 25 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
- 01We need to maintain adequate liquidity to meet our operating cash flow requirements, debt service costs, net asbestos payments, and other financial obligationsNew
- 02Cyclical demand for products and economic downturns could reduce the demand for, and sales of, our products, which could adversely affect our margins and profitability
- 03Excess global capacity in the steel industry could lower prices for our products, which could adversely affect our sales, margins and profitability, as well as the collectability of our receivables and the salability of our in-process inventory34% rewritten
- 04We may not realize the expected benefits from any restructuring or realignment initiatives or improvement efforts that we have taken or may take in the future
- 05We may from time to time undertake internal corporate reorganizations that may adversely impact our business and results of operationsNew
- 06We may not be able to scale our operational capacity in line with demand for our products24% rewritten
- 07The ultimate liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries could have a material adverse effect on our financial condition, results of operations or liquidity in the future
- 08We could face limitations in availability of capital to fund our strategic plans. Additionally, deterioration in our credit profile or increases in interest rates could increase our costs of borrowing and further limit our access to capital markets and commercial credit29% rewritten
- 09A reduction in the level of our export sales, changes in foreign currency exchange rates as well as other economic factors in foreign countries could have an adverse impact on our financial results41% rewritten
- 10Fluctuation in the value of the U.S. dollar relative to other currencies could adversely affect our business, results of operations and financial condition
- 11The imposition of tariffs by the United States and other governments has negatively affected, and could again negatively affect, our operations, financial performance and liquidityNew
- 12Increases in energy and commodity prices, reductions in electricity and natural gas supply, or shortages of key production materials could adversely impact our production, which could result in lower profitability or higher losses46% rewritten
- 13We are a party to sale-leaseback financing transactions, which creates the risk of loss if we default. If we fail to comply with the covenants as required by our various debt agreements, including our revolving credit facility, it may adversely affect our liquidity, results of operations and financial conditionNew
- 14Our dependence on certain equipment may cause an interruption in our production if such equipment is out of operation for an extended period of time, which could result in lower sales and profitability
- 15Pandemics and geopolitical conflicts may cause disruptions to our business and the industries in which we operate
- 16A work stoppage or other industrial action on the part of any of our unions could be disruptive to our operations
- 17A change in the existing regulatory environment could negatively affect our operations, financial performance and liquidity73% rewritten
- 18Failure of financial institutions or the need of liquidity from third-party sources by financial institutions may affect our access, or our customers’ access, to capital resources
- 19We periodically generate sales from individual customers approximating 10% of the net sales of the FCEP or ALP segments. The loss of, or significant reduction in, the orders of any such significant customer could have a material adverse effect on the segment's financial results83% rewritten
- 20Uncertainty related to environmental regulation and industry standards, as well as the physical risks of climate change, could impact our results of operations and financial position
RISKS RELATED TO OWNERSHIP OF OUR SECURITIES
- 21We may not be able to satisfy the continued listing requirements of the New York Stock Exchange for our common stock32% rewritten
- 22If we fail to maintain an effective system of internal control, we may not be able to accurately determine our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial results, which could harm the business and the value of our securities
- 23Actions of activist shareholders with respect to us or our securities could be disruptive and potentially costly and the possibility that activist shareholders may contest, or seek changes conflicting with, our strategic direction could cause uncertainty about the strategic direction of our business
- 24Changes in the global economic environment, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, global instability, and actual and threatened geopolitical conflict could have an adverse effect on our industry and business, as well as those of our customers and suppliers24% rewritten
- 25Potential attacks on information technology infrastructure and other cyber-based business disruptions could have a material adverse effect on our financial condition, results of operations and liquidity70% rewritten
Other Ampco Pittsburgh 10-Ks
- FY2024 10-K risk factors28 risks
Concentrated customer risk features heavily with one customer generating 11 percent of FCEP segment net sales. Asbestos liabilities and unique equipment failures threaten manufacturing continuity. Exchange listing compliance and expiring Series A warrants present specific capital structure risks.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.