Post on 24-Jun-2020
November 17, 2016Southwest IDEAS Investor Conference
Ampco-Pittsburgh Corporation
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on our behalf. This information may contain forward-looking statements that reflect our current views with respect to future events and financial performance. 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. In this document, statements regarding future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “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 Ampco-Pittsburgh, these risks and uncertainties include, but are not limited to, those described under Item 1A, Risk Factors, of Ampco-Pittsburgh’s Annual Report on Form 10-K. 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.
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Agenda
Introduction to Ampco-Pittsburgh
Strategies to improve Ampco-Pittsburgh’s Financial Performance
Åkers Acquisition
ASW Steel Acquisition
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Who is Ampco-Pittsburgh Corporation?
Ampco-Pittsburgh Corporation manufactures and sells highly engineered, high performance specialty metal products and customized equipment utilized by industry throughout the world.
Two segments are reported:1. Forged and Cast Engineered Products (Union Electric Steel)2. Air and Liquid Processing
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Ampco-Pittsburgh
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• Headquarters – Carnegie, PA, U.S.• Traded on NYSE (Symbol – AP)• 2015 Revenue -- $238.5M• ~ 1,900 employees
• Forged and Cast Engineered Products (approx. 66% of sales pre-acquisition; approx. 80% post-acquisition)
• A world leader in the manufacture of steel rolls (cast and forged) – Union Electric Åkers• 90+ years of experience• 14 sales offices• Six manufacturing facilities in U.S. • Three roll manufacturing plants in China (joint ventures); three roll manufacturing plants in
Europe
• In July 2015, acquired Alloys Unlimited and Processing (Ohio)
• Supplier of specialty tool, alloy, and carbon steel round bar• Forged and cast product distribution center for quick turnaround requests
• In March 2016 acquired Åkers (Sweden) – roll producer
• Acquired ASW Steel Inc. in November 2016 (Ontario) – specialty steel producer
• Air and Liquid Processing (approx. 34% of sales pre-acquisition; approx. 20% post-acquisition)
• Custom-designed, specialty heat exchangers, air handling systems, and centrifugal pumps• Three U.S. manufacturing facilities in Virginia (two plants) and New York
Ampco-Pittsburgh (cont’d)Two Segments reported: 2015 Revenue
• Forged and Cast Engineered Products $152.3M• Forged and Cast Rolls• Open Die Forged Products
• Air and Liquid Processing $86.2M• Aerofin - Heat Exchangers• Buffalo Air Handling - Custom Air Handling Systems• Buffalo Pumps - Specialty Centrifugal Pumps
• Åkers Revenue* $150.7M• ASW Revenue** $47.0M
* Includes only the businesses acquired by Ampco-Pittsburgh**Based on CAD $65 million 2015 revenue x $0.72216/CAD exchange rate on December 31, 2015
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Union Electric ÅkersForged and Cast Rolls
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Backup Roll
Work Roll
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Rolls Staged in Hot Strip Mill (HSM)
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Cast Rolls Manufacturing Facilities
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Forged Rolls Manufacturing Facilities
Key Customers
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2014 Global Roll Market
• Cast Rolls $1.4B/yr.• Forged Rolls $0.7B/yr.
• Total $2.1B/yr.
• U.S. Roll Market $0.3B/yr.
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Competing Companies in Roll IndustryCast Rolls Forged Rolls
*Ampco-Pittsburgh completed acquisition of Åkers in Q1 2016.
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Air and Liquid Processing Segment (A&LP)
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Aerofin Products
Copper spiral finned nuclear stamped coil
Split-Fit®
Steam heating coils
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Aerofin Serves Four Markets
• Fossil fuel power generation• Industrial• Nuclear power generation• OEM/Commercial
20.8%
15.2%
48.8%
Fossil Industrial Nuclear OEM/Commercial
15.2%
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Buffalo Air Handling CustomAir Handling Systems
Rooftop unit at a pharmaceutical manufacturing facility
Triple stacked units being installed at a research facility in Illinois
Air handling unit in our manufacturing plant for a medical center in New York
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Buffalo Air Handling Serves Four Markets
• Pharmaceutical• Hospital• University• General Industries
19.0%
34.5%29.0%
17.5%
Pharmaceutical Hospital University General Industry
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Buffalo Pumps ProductsSpecialized Centrifugal Pumps
Vertical double suction pump for a United States Navy surface vessel
Vertical submerged lube oil pump
Seal-less pump
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65.5%
23.6%
10.9%Fossil Fuel
Military Use
Industrial Refrigeration
Buffalo Pumps Serves Three Markets
Ampco-Pittsburgh Recent Performance
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Ampco’s financial performance has deteriorated in recent years primarily due to UES performance
Global steel market depressed since 2011
UES sales, margins, and profits have declined as customers reduce production and costs
Air and Liquid Processing profitable, consistent performer, but lacks growth
Ampco-Pittsburgh CorporationOperating Income
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Key Factors Impacting 2016 Profitability
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Cast Roll Plants – Volume/ Unfavorable Pricing
Purchase Accounting (Åkers Acquisition)
Åkers Transaction Deal Costs
Åkers Integration Costs
Reasons to Expect Improved Performance
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Åkers acquisition synergy impact
July 1, 2016 forged and cast roll product price increase
Avonmore roll plant idling (January 2017)
New negotiations of legacy negative margin contracts
Industry diversification
Renewed activity in oil field services industry
Strategies to Improve Ampco Performance
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Reasons For UES Diversification
Cyclicality of steel and aluminum industries drove decision to strategically diversify the company
Lack of market size growth
Manufacturing requirements for open die forge market are strong match for our manufacturing assets
3-1/2 year successful record in penetrating the oil field services industry
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Strategies to Diversify UES Product Portfolio for Growth
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Utilize flexible manufacturing assets to diversify and offset roll/steel industry cyclicality
Optimize market pull into oil field services industry and others
Capitalize on opportunity to diversify into broader markets beyond oil field services
Research M&A opportunities
Acquired Alloys Unlimited (July 2015)
Acquired ASW Steel (November 2016)
Diversification through Open Die Forged Engineered Products (FEP)
Fracking pump unit
Mud Pump
Fluid end
Multiple fracking pump units on-site
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31 Source: FIA
Union Electric Steel Revenue Trend
2015 2016 2017 2018 2019
17.0% CAGR
32*Forecast 2016 includes Mar-Dec for the Åkers Group and full-year for the UES group
Key Strategies to Improve A&LP Performance
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Grow revenue (market share)
Reduce costs, increase margins
Strengthen engineering and manufacturing capabilities
Revise sales and marketing approach
Air and Liquid Systems Revenue Trend
2015 2016 2017 2018 2019
7.5% CAGR
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Ampco-Pittsburgh Corporation Revenue Trend
2015 2016 2017 2018 2019
9.1% CAGR
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Åkers Acquisition
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Why Acquire Åkers?
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Combines the two top competitors in the roll industry, both recognized for product performance, technology, and customer service
Manufacturing
• Adds four roll production facilities, including twolow-cost producers
• Adds cast roll production in U.S.
• Adds forged roll supply in Europe
• Adds lower cost product alternatives
Why Acquire Åkers? (cont’d)
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Sales/Marketing
Joins complementary product lines (Ampco’s strength in forged rolls; Åkers’ strengthin cast rolls)
Creates complete product line
Fills gaps in UES product portfolio
Increases potential customer base to include all steel and aluminum mills
Provides both high-performance, high-quality rolls and low-cost rolls
Accelerates R&D product launches
Adds sales offices and complement of sales personnel
Transforms Ampco into more of a global competitor
Adds sales offices in Brazil, Germany, Turkey, Egypt and Singapore
Establishes a center of strength in Asia-Pacific region, the world’s largest market for rolls
Add service capability in U.S. (Vertical Seal in PA) – closer to customer
UES LocationsManufacturing
Sales Office
Global Footprint – Pre-Transaction
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UES Locations
Manufacturing
Sales Office
Global Footprint – Post-Transaction
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Åkers Locations
Manufacturing
Sales Office
Financial Benefits of Åkers Acquisition
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Should contribute to stabilizing UES and improving performance of Ampco
Revenue from roll business growing substantially
Cost reduction and other synergies estimated to be $15Mor greater
Synergies estimated to be fully realized in the next 5-8 months
Estimated cost to realize synergies: $4M to $5M
Provides improved currency “balance”
Terms of Definitive Agreement to Purchase Åkers AB
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Purchase price $74.2M
$29.4M cash paid at closing
1.78M shares of Ampco-Pittsburgh stock Fair value of $22.1M
$22.6M notes – payable March 2019
ASW Steel Inc. Acquisition
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ASW Steel Inc.
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Located in Welland, Ontario, Canada
Premier specialty steel-making facility
Offers a unique combination of carbon, stainless, and other specialty steelmaking capabilities
Flexible steel refining methods include:
argon oxygen decarburization
vacuum oxygen decarburization
vacuum degassing
ladle metallurgical station
ASW Steel's specialty metals and flexible steel refining methods allow for the production of various high-quality products
Annual revenue approximately CAD 65 million
Why Acquire ASW Steel?
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ASW’s broad expertise in flexible steel refining methods provide us with the capabilities to manufacture the additional chemistries needed to expand our reach into the open-die forging market
Enhances our ability to grow and add new markets for customers in the following markets: Oil & Gas Power generation Aerospace Transportation Construction
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What Do ASW’s Customers Make?
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• Argon Oxygen Decarburizer (AOD)
• Electric Arc Furnace (EAF)
• Ladle Furnace (LF)
• Vacuum Oxygen Decarburizer (VOD)
• Vacuum Degasser (VDG)
• Vacuum Equipment – Servicing VOD and VDG
• Billet Caster
Equipment
Acquisition of ASW Steel
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Acquisition completed November 1, 2016
Total Purchase Price approximately $13.1 million
$3.5 million cash
$9.6 million outstanding debt
“Bolt-on” acquisition
Indirect subsidiary of UES
Industry Recovery Appears To Be Beginning
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Price for steel across the world increasing
US trade protection in place
EU trade protection
“Trickle down” impact on roll manufacturers
However, fragile global economy restricting steel demand
Expect customer roll inventories to be low due to cost control and working capital conservation
Thank youQuestions
Ampco-Pittsburgh Corporation