## Executive Summary / Key Takeaways<br><br>*
Portfolio Surgery Creates Immediate EBITDA Inflection: The accelerated exit of the money-losing UES-UK cast roll facility via structured insolvency removes an estimated $7-8 million annual EBITDA drag starting Q4 2025, transforming FCEP segment profitability while triggering a $43-45 million non-cash impairment that masks underlying operational improvement.<br><br>*
ALP Segment Becomes Growth Engine: Air and Liquid Processing achieved record 2024 sales (11% growth) and 39% higher operating income versus 2021, with Q3 2025 adjusted EBITDA hitting $4.4 million (31% YoY growth) driven by nuclear power demand, Navy fleet expansion, and the first small modular reactor (SMR) order in March 2025—positioning ALP as the primary value driver.<br><br>*
Tariff Environment Creates Asymmetric Risk/Reward: While FCEP faces temporary order pauses from European roll customers (15-27% tariffs on Swedish products, up to 50% on Slovenian), the domestic steel tariff structure generates a "significant tailwind" for Forged Engineered Products (FEP), with revenue up 40% year-to-date to $14.4 million, demonstrating how trade policy simultaneously pressures and rewards different business lines.<br><br>*
Balance Sheet Flexibility Supports Transformation: The June 2025 amended credit facility provides $100 million in revolving capacity (expandable to $125 million) plus $13.5 million in equipment financing, giving management firepower to fund ALP's Navy-backed capacity expansion while absorbing restructuring costs, with net proceeds of $8-9 million from UK asset liquidation reducing debt.<br><br>*
Valuation Disconnects from Operational Reality: Trading at $3.69 with an enterprise value of $198.7 million (0.47x revenue) and 5.22x EBITDA, AP's market cap appears to price in perpetual FCEP losses while ignoring ALP's record performance and the immediate profitability step-up from UK exit, creating potential upside if management executes on its simplified portfolio strategy.<br><br>## Setting the Scene: A 96-Year-Old Industrial Pivoting for Survival<br><br>Founded in 1929 and headquartered in Carnegie, Pennsylvania, Ampco-Pittsburgh Corporation has spent nearly a century manufacturing highly engineered specialty metal products for global industrial markets. The company operates through two distinct segments that might as well be different companies: Forged and Cast Engineered Products (FCEP), which makes hardened steel rolls for metal rolling mills, and Air and Liquid Processing (ALP), which produces custom heat exchangers, air handling systems, and centrifugal pumps for nuclear, defense, and pharmaceutical markets.<br><br>This bifurcation defines the investment thesis. FCEP represents a legacy industrial business battling structural overcapacity, energy cost disadvantages, and import competition—challenges that culminated in the October 2025 decision to place the Union Electric Steel UK Limited (UES-UK) cast roll plant into administration {{EXPLANATION: administration,In the context of UK insolvency law, administration is a procedure where an independent insolvency practitioner is appointed to manage a company's affairs, typically with the goal of rescuing the company or achieving a better outcome for creditors than liquidation. It provides a temporary moratorium on creditor actions.}}. ALP, conversely, is a precision-engineered growth business riding the nuclear renaissance, U.S. Navy fleet expansion, and reshoring-driven pharmaceutical manufacturing demand. Understanding this split is essential because the market appears to value AP as a distressed steel roll manufacturer while ALP's accelerating growth and margin expansion remain obscured by FCEP's restructuring noise.<br><br>The company's place in the value chain reveals its strategic challenge. In FCEP, AP sells to steel and aluminum producers who face their own margin pressure from global overcapacity. The segment competes with European, Asian, and North American roll manufacturers in a market where price often trumps performance. In ALP, AP sells mission-critical equipment to nuclear power operators, defense contractors, and pharmaceutical companies where reliability, certification, and engineering capability create high switching costs and pricing power. This divergence explains why ALP's 2024 operating income (excluding asbestos items) reached a record $15.9 million while FCEP's UK facility hemorrhaged cash due to energy costs roughly double those of its Swedish counterpart.<br><br>## Technology, Products, and Strategic Differentiation: Nuclear-Certified Moats vs. Commodity Pressures<br><br>### ALP's Technology Advantage: SMR Positioning and Navy Certification<br><br>ALP's core technology advantage lies in its nuclear-grade manufacturing capabilities and deep engineering relationships with the U.S. Navy. The segment received its first small modular reactor (SMR) {{EXPLANATION: SMR,Small Modular Reactors are advanced nuclear reactors that are smaller than conventional reactors and can be manufactured in a factory and transported to a site. They represent the next generation of nuclear power technology, offering greater flexibility and lower capital costs.}} order in March 2025—a milestone that matters because SMRs represent the next generation of nuclear power, with the U.S. Department of Energy projecting significant market growth as legacy plants restart and new modular designs deploy. This positions AP at the beginning of a long-term growth cycle, not the end of a mature market.<br><br>The Navy relationship provides both revenue and capability building. Navy funding has already delivered $1.6 million in equipment installed in Q3 2024, with an additional $4 million approved in Q4 2024 and another $2 million in May 2025. This government-backed capital investment matters because it de-risks capacity expansion while creating products with dual-use commercial applications. The equipment arriving in late 2025 and 2026 will enable ALP to meet expected growth in both naval and civilian nuclear markets, creating a barrier to entry for competitors lacking similar certification and funding support.<br><br>The significance for margins is that nuclear and defense customers prioritize performance over price, allowing ALP to maintain pricing power even when raw material costs fluctuate. The company has successfully passed through copper tariff costs to customers, and management notes that increased U.S. manufacturing from tariffs drives higher demand for ALP's air handling systems. This pricing flexibility, combined with high switching costs once equipment is qualified for nuclear use, underpins ALP's record EBITDA margins and provides earnings stability that FCEP lacks.<br><br>### FCEP's Technology: Customized Rolls in an Oversupplied Market<br><br>FCEP's technology centers on customized forged and cast rolls for specific mill applications, including Z-Hi mill rolls {{EXPLANATION: Z-Hi mill rolls,A specialized type of hardened steel roll used in high-precision rolling mills, particularly for producing thin-gauge, high-quality steel strips. They are critical for achieving tight tolerances and superior surface finishes in metal production.}} for high-precision steel finishing. While this specialization provides some differentiation, the broader cast roll market suffers from overcapacity in Europe, where AP's Sweden plant competes against low-priced imports. The UK facility's energy costs—roughly double those of the Sweden plant—illustrate why technology alone couldn't overcome structural cost disadvantages.<br><br>The segment's saving grace is Forged Engineered Products (FEP), where revenue surged 40% year-to-date to $14.4 million. FEP sells to steel distribution, oil and gas, and aluminum extrusion markets where U.S. tariffs on imported steel create a "significant tailwind" by making domestic production more competitive. This product mix shift matters because FEP carries higher margins than commodity rolls, and its growth demonstrates that FCEP can still generate value when aligned with favorable trade policy.<br><br>## Financial Performance: Two Segments, Two Stories<br><br>### ALP's Record Trajectory<br><br>ALP's financial performance validates its strategic positioning. Q3 2025 revenue of $36.5 million increased 26% year-over-year, while segment adjusted EBITDA grew 31% to $4.4 million. Year-to-date adjusted EBITDA of $12.1 million represents the highest in segment history, up $3.1 million from the prior year. This growth isn't cyclical—it's driven by structural demand increases in nuclear, defense, and pharmaceutical markets.<br><br>The backlog tells the same story. At $138.8 million as of September 30, 2025, ALP's backlog increased $10.4 million from year-end 2024 and stands 77% higher than three years prior. Management explicitly states that 2025 will be "the best year in Air and Liquid's history," with demand for custom air handlers "very strong" in pharmaceuticals and nuclear orders already exceeding any prior full year. This visibility supports the thesis that ALP has become a predictable growth engine capable of offsetting FCEP's volatility.<br><br>### FCEP's Restructuring Math<br><br>FCEP's Q3 2025 revenue of $71.5 million increased $4.3 million year-over-year, but segment adjusted EBITDA increased to $7.1 million from $6.8 million in Q3 2024. More telling is the year-to-date trend: adjusted EBITDA of $22.1 million for nine months 2025 trails the prior year's $22.6 million, reflecting tariff-induced order pauses and production shutdowns to manage working capital.<br><br>The UES-UK exit transforms this picture. The facility's energy costs were double the Sweden plant's, and it had generated "significant losses" over three years due to market overcapacity and import pressure. By accelerating the exit via administration effective October 14, 2025, management stopped losses "much earlier than our original solvent wind-down plan, which had us operating through the first quarter of 2026." The $7-8 million annual EBITDA improvement beginning Q4 2025 represents a 24-27% increase in segment EBITDA based on current run rates, a step-change that the market hasn't recognized.<br><br>The $43-45 million non-cash impairment in Q4 2025 will create headline losses, but this accounting charge masks operational reality. The structured insolvency avoids "significant cash plant closure costs" and generates $8-9 million in net proceeds to reduce bank debt, improving the balance sheet while removing a profit drag. This is classic restructuring value creation: pay a one-time accounting price for permanent earnings improvement.<br><br>### Consolidated Financials and Liquidity<br><br>Consolidated nine-month 2025 results show the strain of restructuring: net loss of $2.2 million includes $3.1 million in exit charges, while operating cash flow turned negative ($1.4 million used) due to working capital investment and asbestos-related payments. However, the balance sheet remains solid. The June 2025 credit amendment provides $100 million in revolving capacity (expandable to $125 million) plus $13.5 million in equipment financing, with $28.2 million available as of September 30, 2025.<br>
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<br><br>Capital discipline is evident. Nine-month capital spending fell $1.8 million year-over-year to $4.5 million as management prioritized cash preservation during restructuring. The Navy's equipment funding effectively provides subsidized capacity expansion, allowing ALP to grow without consuming internal capital. This matters because it demonstrates management's ability to navigate financial constraints while positioning the growth segment for scale.<br><br>
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<br><br>## Outlook, Management Guidance, and Execution Risk<br><br>Management's guidance centers on two core assumptions: the UK exit delivers immediate EBITDA improvement, and ALP's growth trajectory continues. The $7-8 million FCEP EBITDA boost beginning Q4 2025 is "expected" and "conservative" based on the UK facility's historical losses. This guidance matters because it represents 15-17% of consolidated TTM EBITDA, a material step-up that should become visible in Q1 2026 results.<br><br>For ALP, management assumes continued strength in nuclear, defense, and pharmaceutical markets. The Navy's fleet expansion plans and SMR development create "significant long-term growth potential" with equipment deliveries in 2025-2026 positioning AP to capture share. The pharmaceutical market's demand for custom air handlers remains "very strong," and management expects to pass through any remaining tariff costs, preserving margins.<br><br>The key execution risk lies in FCEP's ability to return to "more normal roll ordering patterns" as customer inventory depletes. Management acknowledges that "volatility in tariff actions has caused deferred demand" and that some North American customers "temporarily postponed roll purchases due to tariff uncertainty." However, they view this as temporary, noting that lower customer inventory supports "returning to more normal roll ordering patterns as inventory depletes." The risk is that tariff policy remains volatile, extending the order pause and delaying FCEP's recovery.<br><br>Europe's planned steel quota modification in July 2026 represents a "significant tailwind" for FCEP's remaining European operations. The change would reset quotas to lower volumes and increase tariffs on excess imports from 25% to 50%, "dramatically increasing utilization of European mills" and driving roll demand. This policy shift could accelerate FCEP's recovery beyond management's base case, creating upside optionality.<br><br>## Risks: What Could Break the Thesis<br><br>### Tariff Policy Volatility<br><br>The most immediate risk is continued trade policy uncertainty. While management expects the roll tariff effect to be "temporary," prolonged tariffs could structurally shift customer sourcing, permanently reducing demand for European-produced rolls in North America. The 15-27% rates on Swedish products and 50% rates on Slovenian products create a cost disadvantage that domestic competitors could exploit. If customers don't return as expected, FCEP's EBITDA improvement from the UK exit could be offset by volume losses in remaining operations.<br><br>### Steel Market Cyclicality<br><br>FCEP remains exposed to global steel overcapacity and soft demand. Construction spending, automotive production, and can sheet demand—key end markets—are expected to grow at "mid-single-digit rates" over five years, but near-term volatility could pressure roll demand. The segment's backlog fell $44.7 million in nine months 2025, with management citing "lower orders for UES-UK and reduced demand in Europe." While the UK exit explains part of this, weakening global steel consumption could further erode FCEP's revenue base.<br><br>### Asbestos Liability<br><br>The company carries asbestos litigation exposure where "actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the calculations vary significantly from actual results." While not quantified, this represents a contingent liability that could consume cash and distract management. The risk is material because AP's relatively small size ($198.7 million EV) lacks the financial cushion of larger industrial peers to absorb a major adverse judgment.<br><br>### Execution Risk in ALP Capacity Expansion<br><br>ALP's growth depends on successfully integrating Navy-funded equipment and scaling production to meet nuclear and defense demand. Any delays in equipment delivery (expected late 2025-2026) or quality issues in nuclear-certified manufacturing could jeopardize the segment's record performance. Given ALP's emergence as the primary value driver, a misstep here would fundamentally undermine the investment thesis.<br><br>## Competitive Context: Niche Positioning Against Scaled Rivals<br><br>### ALP vs. Graham Corporation (TICKER:GHM)<br><br>Graham Corporation (TICKER:GHM)'s Q2 FY2026 revenue of $66 million (up 23% YoY) and gross margin of 21.7% demonstrate strong performance in heat transfer equipment for defense and power markets. However, AP's ALP segment is growing faster (26% in Q3 2025) with higher EBITDA margins (12.1% year-to-date vs. GHM's implied operating margin around 6-7%). ALP's nuclear certification and Navy funding provide a moat GHM lacks, while GHM's dependency on government contracts creates similar but less diversified exposure. AP's smaller scale ($103.7 million nine-month ALP revenue vs. GHM's larger base) suggests higher growth potential but also greater execution risk.<br><br>### FCEP vs. Allegheny Technologies (TICKER:ATI)<br><br>Allegheny Technologies (TICKER:ATI)'s Q3 2025 revenue of $1.13 billion and operating margin of 15.1% reflect its aerospace-focused diversification and scale advantages. AP's FCEP segment, at $71.5 million quarterly revenue, competes directly in forged products but lacks ATI's size and end-market breadth. ATI's ability to offset industrial cyclicality with aerospace demand highlights AP's vulnerability to steel market swings. However, AP's specialized roll technology and FEP growth (40% year-to-date) demonstrate niche capabilities that ATI's broad portfolio doesn't prioritize, suggesting AP can compete on customization if not scale.<br><br>### Overall Positioning<br><br>AP holds a "mid-tier position" in specialty metals, "qualitatively behind leaders like ATI in scale but ahead of smaller players in customization depth." The company's "effective competition in customized industrial niches via relationship-driven sales" is offset by "smaller size leading to higher costs" and "lags in innovation." This positioning explains the valuation discount: AP trades at 0.47x revenue and 5.22x EBITDA versus ATI's 3.61x revenue and 21.42x EBITDA multiples, and KMT (TICKER:KMT)'s 1.41x, reflecting the market's view of AP as a sub-scale cyclical player rather than a specialized growth company.<br>
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<br><br>## Valuation Context: Pricing in Distress, Ignoring Transformation<br><br>At $3.69 per share, AP's $73.8 million market capitalization and $198.7 million enterprise value represent a significant discount to asset value and earnings potential. The EV/Revenue multiple of 0.47x compares to GHM's 2.97x, ATI's 3.61x, and KMT (TICKER:KMT)'s 1.41x, suggesting the market values AP's revenue at less than half its peers. The EV/EBITDA multiple of 5.22x is similarly depressed versus ATI's 21.42x and GHM's 30.47x.<br><br>This valuation disconnect matters because it implies zero value for ALP's growth and FCEP's restructuring upside. ALP's record EBITDA run-rate of ~$16 million annually (based on Q3 performance) alone justifies a substantial portion of the enterprise value, leaving FCEP's improved profitability as free optionality. The $8-9 million in UK liquidation proceeds further reduces effective enterprise value, making the valuation multiple even more attractive on a pro forma basis.<br><br>The balance sheet provides downside protection. With a current ratio of 1.84, quick ratio of 0.90, and debt-to-equity of 1.88, AP carries manageable leverage. The amended credit facility's $100-125 million capacity provides liquidity to weather restructuring, while the lack of dividend payments (0% payout ratio) preserves cash for debt reduction and growth investment.<br>
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<br><br>## Conclusion: A Transforming Industrial at Cyclical Bottom<br><br>Ampco-Pittsburgh stands at an inflection point where strategic portfolio surgery meets secular growth tailwinds. The accelerated UES-UK exit removes a $7-8 million annual EBITDA anchor, fundamentally improving FCEP's profitability profile, while ALP's record performance driven by nuclear power, defense spending, and pharmaceutical reshoring creates a durable growth engine. Tariff policy creates near-term noise but ultimately benefits domestic-focused product lines, supporting management's margin expansion thesis.<br><br>The investment thesis hinges on two variables: FCEP's ability to return to normal ordering patterns as tariff uncertainty resolves, and ALP's capacity to scale production to meet nuclear and defense demand. If both execute, AP's valuation multiples should re-rate toward industrial peer averages, representing 100-200% upside from current levels. The primary risk is prolonged trade policy volatility extending FCEP's order pause, but the balance sheet flexibility and immediate EBITDA step-up from UK exit provide downside protection.<br><br>What makes this story attractive is the combination of certain near-term earnings improvement (UK exit) with long-term growth optionality (ALP's nuclear positioning). What makes it fragile is AP's small scale and exposure to policy decisions outside its control. For investors willing to look through restructuring charges and tariff noise, AP offers a rare combination of margin inflection and secular growth at a cyclical bottom valuation—a setup where operational execution should drive significant shareholder value creation in 2026 and beyond.