Ampco-Pittsburgh (AP)

Risks

• RISKS RELATED TO OUR BUSINESS AND INDUSTRY
• Cyclical demand for products and economic downturns could reduce the demand for, and sales of, our products, which could adversely affect our margins and profitability.
• 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.
• 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.
• Fluctuation in the value of the U.S. dollar relative to other currencies could adversely affect our business, results of operations and financial condition.
• 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.
• We need to maintain adequate liquidity in order to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations. If we fail to comply with the covenants contained in our revolving credit facility, it may adversely affect our liquidity, results of operations and financial condition.
• 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.
• The 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.
• A change in the existing regulatory environment could negatively affect our operations and financial performance.
• We may not be able to achieve the expected benefits of restructuring our operations or consummating future divestitures of operations which become non-core to our portfolio.
• We have significant international operations and sales and face risks related to global health epidemics such as the coronavirus.
• The COVID-19 pandemic has caused and may continue to cause disruptions in manufacturing industries.
• Uncertainty 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.
• A work stoppage or another industrial action on the part of any of our unions could be disruptive to our operations.
• RISKS RELATED TO OWNERHSIP OF OUR SECURITIES
• Actions 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 that conflict with, our strategic direction could cause uncertainty about the strategic direction of our business.
• 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.
• 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.
• 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.
• Because the Series A warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.
• We have not declared dividends since mid-2017 and do not expect to declare dividends in the foreseeable future. Any return on the investment in our common stock may be limited to the value of our common stock.
• 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.
• If 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.