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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Core Molding Technologies Inc | AMEX:CMT | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.08 | 0 | 12:00:00 |
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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31-1481870
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(State or other jurisdiction
incorporation or organization)
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(I.R.S. Employer Identification No.)
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800 Manor Park Drive, Columbus, Ohio
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43228-0183
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(Address of principal executive office)
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(Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01
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NYSE MKT LLC
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Preferred Stock purchase rights, par value $0.01
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NYSE MKT LLC
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Exhibit 23
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Exhibit 24
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Exhibit 31(a)
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Exhibit 31(b)
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Exhibit 32(a)
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Exhibit 32(b)
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABEL LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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2016
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2015
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2014
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||||||
United States
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$
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119,018,000
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$
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129,651,000
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$
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123,317,000
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Mexico
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51,389,000
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63,586,000
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47,772,000
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|||
Canada
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4,475,000
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5,831,000
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4,115,000
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|||
Total
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$
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174,882,000
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$
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199,068,000
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$
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175,204,000
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2016
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2015
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||||
United States
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$
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42,547,000
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$
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44,191,000
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Mexico
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28,054,000
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29,912,000
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Total
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$
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70,601,000
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$
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74,103,000
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Approximate Square Feet
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Manufacturing/Warehouse
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322,000
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Office
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16,000
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Total
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338,000
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Approximate Square Feet
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Manufacturing/Warehouse
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134,800
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Office
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5,000
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Total
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139,800
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Approximate Square Feet
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Manufacturing/Warehouse
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81,000
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Office
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6,000
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Total
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87,000
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Approximate Square Feet
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Manufacturing/Warehouse
|
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461,000
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Office
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15,000
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Total
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476,000
|
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Approximate Square Feet
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Manufacturing/Warehouse
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104,000
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Office
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4,000
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Total
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108,000
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Approximate Square Feet
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Warehouse/Distribution
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39,000
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Office
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3,000
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Total
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42,000
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Core Molding Technologies, Inc.
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High
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Low
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|||||
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Fourth Quarter
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2016
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$
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19.63
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$
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13.55
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Third Quarter
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2016
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17.25
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11.86
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Second Quarter
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2016
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14.38
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10.65
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First Quarter
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2016
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13.39
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9.23
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||||
Fourth Quarter
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2015
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$
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22.00
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$
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11.00
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Third Quarter
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2015
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23.40
|
|
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16.86
|
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Second Quarter
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2015
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28.95
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17.02
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First Quarter
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2015
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17.31
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13.61
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Plan Category
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Number of Shares to be Issued Upon Exercise of Outstanding Options or Vesting of
Restricted Grants
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Weighted Average Exercise Price of Outstanding Options or Restricted Grants
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Number of Shares Remaining Available for
Future Issuance
|
||||
Equity compensation plans approved by
stockholders
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158,261
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$
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14.55
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1,448,079
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Years Ended December 31,
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||||||||||||||||||
(
In thousands, except per share data)
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2016
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2015
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2014
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2013
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2012
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||||||||||
Operating Data:
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||||||||||
Product sales
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$
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146,624
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$
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189,103
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$
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169,744
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$
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134,096
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$
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149,698
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Tooling sales
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28,258
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9,965
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5,460
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10,029
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12,752
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|||||
Net sales
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174,882
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199,068
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175,204
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144,125
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162,450
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|||||
Gross margin
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27,924
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36,252
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30,186
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23,574
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25,848
|
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|||||
Operating income
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11,545
|
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18,498
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14,647
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10,114
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12,490
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|||||
Net income
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7,411
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12,050
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9,634
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6,866
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8,190
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|||||
Earnings Per Share Data:
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||||||||||
Net income per common share:
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||||||||||
Basic
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$
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0.97
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$
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1.59
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$
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1.28
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$
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0.95
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$
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1.15
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Diluted
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$
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0.97
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$
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1.58
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$
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1.28
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$
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0.92
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$
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1.11
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Balance Sheet Data:
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||||||||||
Total assets
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$
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134,836
|
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$
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139,803
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$
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117,715
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$
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97,121
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$
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91,849
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Working capital
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39,971
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31,534
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23,244
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17,869
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18,639
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|||||
Long-term debt
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6,750
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9,750
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714
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2,429
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5,743
|
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|||||
Stockholders' equity
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96,766
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|
88,733
|
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|
76,146
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|
67,448
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|
57,998
|
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|||||
Return on beginning equity
|
|
8
|
%
|
|
16
|
%
|
|
14
|
%
|
|
12
|
%
|
|
16
|
%
|
|||||
Book value per share
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$
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12.67
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$
|
11.68
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$
|
10.07
|
|
|
$
|
9.22
|
|
|
$
|
8.13
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and after
|
|
Total
|
||||||||||||
Long-term debt
|
$
|
3,000,000
|
|
|
$
|
3,000,000
|
|
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$
|
3,000,000
|
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$
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750,000
|
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|
$
|
—
|
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|
$
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9,750,000
|
|
Interest
(A)
|
214,000
|
|
|
137,000
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|
|
61,000
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3,000
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415,000
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|||||||
Operating lease obligations
|
482,000
|
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|
328,000
|
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|
192,000
|
|
|
—
|
|
|
—
|
|
|
1,002,000
|
|
||||||
Contractual commitments for capital expenditures
(B)
|
616,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
616,000
|
|
||||||
Post retirement benefits
|
1,018,000
|
|
|
411,000
|
|
|
432,000
|
|
|
461,000
|
|
|
6,345,000
|
|
|
8,667,000
|
|
||||||
Total
|
$
|
5,330,000
|
|
|
$
|
3,876,000
|
|
|
$
|
3,685,000
|
|
|
$
|
1,214,000
|
|
|
$
|
6,345,000
|
|
|
$
|
20,450,000
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Products
|
$
|
146,624,000
|
|
|
$
|
189,103,000
|
|
|
$
|
169,744,000
|
|
Tooling
|
28,258,000
|
|
|
9,965,000
|
|
|
5,460,000
|
|
|||
Total net sales
|
174,882,000
|
|
|
199,068,000
|
|
|
175,204,000
|
|
|||
|
|
|
|
|
|
||||||
Total cost of sales
|
146,958,000
|
|
|
162,816,000
|
|
|
145,018,000
|
|
|||
|
|
|
|
|
|
||||||
Gross margin
|
27,924,000
|
|
|
36,252,000
|
|
|
30,186,000
|
|
|||
|
|
|
|
|
|
||||||
Total selling, general and administrative expense
|
16,379,000
|
|
|
17,754,000
|
|
|
15,539,000
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
11,545,000
|
|
|
18,498,000
|
|
|
14,647,000
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
298,000
|
|
|
330,000
|
|
|
122,000
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
11,247,000
|
|
|
18,168,000
|
|
|
14,525,000
|
|
|||
|
|
|
|
|
|
||||||
Income Taxes:
|
|
|
|
|
|
||||||
Current
|
3,410,000
|
|
|
4,889,000
|
|
|
2,370,000
|
|
|||
Deferred
|
426,000
|
|
|
1,229,000
|
|
|
2,521,000
|
|
|||
Total income taxes
|
3,836,000
|
|
|
6,118,000
|
|
|
4,891,000
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
7,411,000
|
|
|
$
|
12,050,000
|
|
|
$
|
9,634,000
|
|
|
|
|
|
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|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.97
|
|
|
$
|
1.59
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|
|
$
|
1.28
|
|
Diluted
|
$
|
0.97
|
|
|
$
|
1.58
|
|
|
$
|
1.28
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
7,621,000
|
|
|
7,583,000
|
|
|
7,508,000
|
|
|||
Diluted
|
7,661,000
|
|
|
7,623,000
|
|
|
7,553,000
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
7,411,000
|
|
|
$
|
12,050,000
|
|
|
$
|
9,634,000
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Foreign currency hedge:
|
|
|
|
|
|
||||||
Unrealized foreign currency hedge loss
|
(303,000
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax benefit
|
103,000
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Interest rate swaps:
|
|
|
|
|
|
||||||
Adjustment for amortization of losses included in net income
|
5,000
|
|
|
21,000
|
|
|
21,000
|
|
|||
Income tax expense
|
(2,000
|
)
|
|
(8,000
|
)
|
|
(7,000
|
)
|
|||
|
|
|
|
|
|
||||||
Post retirement benefit plan adjustments:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain
|
474,000
|
|
|
217,000
|
|
|
(2,679,000
|
)
|
|||
Prior service costs
|
(496,000
|
)
|
|
(496,000
|
)
|
|
(496,000
|
)
|
|||
Income tax benefit (expense)
|
(12,000
|
)
|
|
81,000
|
|
|
1,119,000
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
7,180,000
|
|
|
$
|
11,865,000
|
|
|
$
|
7,592,000
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,285,000
|
|
|
$
|
8,943,000
|
|
Accounts receivable (less allowance for doubtful accounts: December 31, 2016 - $0; December 31, 2015 - $40,000)
|
19,551,000
|
|
|
36,886,000
|
|
||
Inventories:
|
|
|
|
||||
Finished goods
|
1,876,000
|
|
|
1,646,000
|
|
||
Work in process
|
1,401,000
|
|
|
1,516,000
|
|
||
Raw materials and components
|
7,635,000
|
|
|
10,535,000
|
|
||
Total inventories, net
|
10,912,000
|
|
|
13,697,000
|
|
||
|
|
|
|
||||
Deferred tax asset-current portion
|
1,381,000
|
|
|
1,598,000
|
|
||
Foreign sales tax receivable
|
228,000
|
|
|
280,000
|
|
||
Income taxes receivable
|
—
|
|
|
670,000
|
|
||
Prepaid expenses and other current assets
|
912,000
|
|
|
610,000
|
|
||
Total current assets
|
61,269,000
|
|
|
62,684,000
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
70,601,000
|
|
|
74,103,000
|
|
||
|
|
|
|
||||
Goodwill
|
2,403,000
|
|
|
2,403,000
|
|
||
Intangibles, net
|
563,000
|
|
|
613,000
|
|
||
Total Assets
|
$
|
134,836,000
|
|
|
$
|
139,803,000
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity:
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
3,000,000
|
|
|
$
|
3,714,000
|
|
Accounts payable
|
8,534,000
|
|
|
13,481,000
|
|
||
Tooling in progress
|
1,084,000
|
|
|
2,271,000
|
|
||
Current portion of post retirement benefits liability
|
1,018,000
|
|
|
1,088,000
|
|
||
Accrued liabilities:
|
|
|
|
||||
Compensation and related benefits
|
5,004,000
|
|
|
8,474,000
|
|
||
Taxes
|
1,038,000
|
|
|
203,000
|
|
||
Other
|
1,620,000
|
|
|
1,919,000
|
|
||
Total current liabilities
|
21,298,000
|
|
|
31,150,000
|
|
||
|
|
|
|
||||
Long-term debt
|
6,750,000
|
|
|
9,750,000
|
|
||
Deferred tax liability
|
2,373,000
|
|
|
2,252,000
|
|
||
Post retirement benefits liability
|
7,649,000
|
|
|
7,918,000
|
|
||
Total Liabilities
|
38,070,000
|
|
|
51,070,000
|
|
||
Commitments and Contingencies
|
—
|
|
|
—
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock — $0.01 par value, authorized shares - 10,000,000; no shares outstanding at December 31, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common stock — $0.01 par value, authorized shares - 20,000,000; outstanding shares: 7,635,093 at December 31, 2016 and 7,596,500 at December 31, 2015
|
76,000
|
|
|
76,000
|
|
||
Paid-in capital
|
30,134,000
|
|
|
29,147,000
|
|
||
Accumulated other comprehensive income, net of income taxes
|
2,414,000
|
|
|
2,645,000
|
|
||
Treasury stock — at cost, 3,753,595 shares at December 31, 2016 and 3,743,005 shares at December 31, 2015
|
(27,781,000
|
)
|
|
(27,647,000
|
)
|
||
Retained earnings
|
91,923,000
|
|
|
84,512,000
|
|
||
Total Stockholders’ Equity
|
96,766,000
|
|
|
88,733,000
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
134,836,000
|
|
|
$
|
139,803,000
|
|
|
Common Stock
Outstanding
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Treasury Stock
|
|
Retained
Earnings |
|
Total
Stockholders’
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2014
|
7,318,773
|
|
|
$
|
73,000
|
|
|
$
|
26,757,000
|
|
|
$
|
4,872,000
|
|
|
$
|
(27,082,000
|
)
|
|
$
|
62,828,000
|
|
|
$
|
67,448,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
9,634,000
|
|
|
9,634,000
|
|
|||||||||||
Change in post retirement benefits, net of tax of $1,119,000
|
|
|
|
|
|
|
(2,056,000
|
)
|
|
|
|
|
|
(2,056,000
|
)
|
|||||||||||
Change in interest rate swaps, net of tax of $7,000
|
|
|
|
|
|
|
14,000
|
|
|
|
|
|
|
14,000
|
|
|||||||||||
Common stock issued
|
186,060
|
|
|
2,000
|
|
|
326,000
|
|
|
|
|
|
|
|
|
328,000
|
|
|||||||||
Excess tax benefit — equity transactions
|
|
|
|
|
311,000
|
|
|
|
|
|
|
|
|
311,000
|
|
|||||||||||
Purchase of treasury stock
|
(21,797
|
)
|
|
|
|
|
|
|
|
|
(278,000
|
)
|
|
|
|
(278,000
|
)
|
|||||||||
Restricted stock vested
|
75,976
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
||||||||||
Share-based compensation
|
|
|
|
|
744,000
|
|
|
|
|
|
|
|
|
744,000
|
|
|||||||||||
Balance at December 31, 2014
|
7,559,012
|
|
|
$
|
76,000
|
|
|
$
|
28,138,000
|
|
|
$
|
2,830,000
|
|
|
$
|
(27,360,000
|
)
|
|
$
|
72,462,000
|
|
|
$
|
76,146,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
12,050,000
|
|
|
12,050,000
|
|
|||||||||||
Change in post retirement benefits, net of tax of $81,000
|
|
|
|
|
|
|
(198,000
|
)
|
|
|
|
|
|
(198,000
|
)
|
|||||||||||
Change in interest rate swaps, net of tax of $8,000
|
|
|
|
|
|
|
13,000
|
|
|
|
|
|
|
13,000
|
|
|||||||||||
Common stock issued
|
3,000
|
|
|
|
|
|
19,000
|
|
|
|
|
|
|
|
|
19,000
|
|
|||||||||
Excess tax benefit — equity transactions
|
|
|
|
|
205,000
|
|
|
|
|
|
|
|
|
205,000
|
|
|||||||||||
Purchase of treasury stock
|
(12,141
|
)
|
|
|
|
|
|
|
|
(287,000
|
)
|
|
|
|
(287,000
|
)
|
||||||||||
Restricted stock vested
|
46,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Share-based compensation
|
|
|
|
|
785,000
|
|
|
|
|
|
|
|
|
785,000
|
|
|||||||||||
Balance at December 31, 2015
|
7,596,500
|
|
|
$
|
76,000
|
|
|
$
|
29,147,000
|
|
|
$
|
2,645,000
|
|
|
$
|
(27,647,000
|
)
|
|
$
|
84,512,000
|
|
|
$
|
88,733,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
7,411,000
|
|
|
7,411,000
|
|
|||||||||||
Change in post retirement benefits, net of tax of $12,000
|
|
|
|
|
|
|
(34,000
|
)
|
|
|
|
|
|
(34,000
|
)
|
|||||||||||
Unrealized foreign currency hedge gain (loss), net of tax of $103,000
|
|
|
|
|
|
|
(200,000
|
)
|
|
|
|
|
|
(200,000
|
)
|
|||||||||||
Change in interest rate swaps, net of tax of $2,000
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
3,000
|
|
|||||||||||
Excess tax expense — equity transactions
|
|
|
|
|
|
|
(16,000
|
)
|
|
|
|
|
|
|
|
(16,000
|
)
|
|||||||||
Purchase of treasury stock
|
(10,590
|
)
|
|
|
|
|
|
|
|
(134,000
|
)
|
|
|
|
(134,000
|
)
|
||||||||||
Restricted stock vested
|
49,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Share-based compensation
|
|
|
|
|
1,003,000
|
|
|
|
|
|
|
|
|
1,003,000
|
|
|||||||||||
Balance at December 31, 2016
|
7,635,093
|
|
|
$
|
76,000
|
|
|
$
|
30,134,000
|
|
|
$
|
2,414,000
|
|
|
$
|
(27,781,000
|
)
|
|
$
|
91,923,000
|
|
|
$
|
96,766,000
|
|
|
Years Ended
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
7,411,000
|
|
|
$
|
12,050,000
|
|
|
$
|
9,634,000
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
6,283,000
|
|
|
6,041,000
|
|
|
5,023,000
|
|
|||
Deferred income taxes
|
426,000
|
|
|
1,229,000
|
|
|
2,521,000
|
|
|||
Mark-to-market of interest rate swap
|
3,000
|
|
|
(14,000
|
)
|
|
(45,000
|
)
|
|||
Share-based compensation
|
1,003,000
|
|
|
785,000
|
|
|
744,000
|
|
|||
(Gain) loss on foreign currency translation
|
(110,000
|
)
|
|
(54,000
|
)
|
|
108,000
|
|
|||
Change in operating assets and liabilities, net of effects of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
17,335,000
|
|
|
(911,000
|
)
|
|
(12,292,000
|
)
|
|||
Inventories
|
2,785,000
|
|
|
(1,387,000
|
)
|
|
(808,000
|
)
|
|||
Income taxes receivable
|
670,000
|
|
|
1,616,000
|
|
|
(1,959,000
|
)
|
|||
Prepaid and other assets
|
(266,000
|
)
|
|
1,395,000
|
|
|
(78,000
|
)
|
|||
Accounts payable
|
(4,689,000
|
)
|
|
2,095,000
|
|
|
(275,000
|
)
|
|||
Accrued and other liabilities
|
(4,422,000
|
)
|
|
(3,786,000
|
)
|
|
9,031,000
|
|
|||
Post retirement benefits liability
|
(360,000
|
)
|
|
(444,000
|
)
|
|
(777,000
|
)
|
|||
Net cash provided by operating activities
|
26,069,000
|
|
|
18,615,000
|
|
|
10,827,000
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(2,863,000
|
)
|
|
(5,683,000
|
)
|
|
(10,679,000
|
)
|
|||
Purchase of assets of CPI Binani Inc.
|
—
|
|
|
(14,512,000
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(2,863,000
|
)
|
|
(20,195,000
|
)
|
|
(10,679,000
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Gross repayments on revolving line of credit
|
—
|
|
|
(10,102,000
|
)
|
|
(67,993,000
|
)
|
|||
Gross borrowings on revolving line of credit
|
—
|
|
|
7,334,000
|
|
|
70,761,000
|
|
|||
Proceeds from term loan
|
—
|
|
|
15,500,000
|
|
|
—
|
|
|||
Payment of principal of term loan
|
(3,000,000
|
)
|
|
(2,750,000
|
)
|
|
—
|
|
|||
Payment of principal on Mexican loan
|
—
|
|
|
—
|
|
|
(1,600,000
|
)
|
|||
Payment of principal on capex loan
|
(714,000
|
)
|
|
(1,714,000
|
)
|
|
(1,715,000
|
)
|
|||
Excess tax (payable) benefit from equity incentive plans
|
(16,000
|
)
|
|
211,000
|
|
|
395,000
|
|
|||
Payments related to the purchase of treasury stock
|
(134,000
|
)
|
|
(287,000
|
)
|
|
(278,000
|
)
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
19,000
|
|
|
328,000
|
|
|||
Net cash (used in) provided by financing activities
|
(3,864,000
|
)
|
|
8,211,000
|
|
|
(102,000
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
19,342,000
|
|
|
6,631,000
|
|
|
46,000
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
8,943,000
|
|
|
2,312,000
|
|
|
2,266,000
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
28,285,000
|
|
|
$
|
8,943,000
|
|
|
$
|
2,312,000
|
|
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest (net of amounts capitalized)
|
$
|
289,000
|
|
|
$
|
279,000
|
|
|
$
|
110,000
|
|
Income taxes
|
$
|
1,884,000
|
|
|
$
|
4,218,000
|
|
|
$
|
3,567,000
|
|
Non Cash:
|
|
|
|
|
|
||||||
Fixed asset purchases in accounts payable
|
$
|
316,000
|
|
|
$
|
464,000
|
|
|
$
|
557,000
|
|
Land improvements
|
|
20 years
|
Buildings and improvements
|
|
20 - 40 years
|
Machinery and equipment
|
|
3 - 15 years
|
Tools, dies and patterns
|
|
3 - 5 years
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
7,411,000
|
|
|
$
|
12,050,000
|
|
|
$
|
9,634,000
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — basic
|
7,621,000
|
|
|
7,583,000
|
|
|
7,508,000
|
|
|||
Effect of dilutive securities
|
40,000
|
|
|
40,000
|
|
|
45,000
|
|
|||
Weighted average common and potentially issuable common shares outstanding — diluted
|
7,661,000
|
|
|
7,623,000
|
|
|
7,553,000
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
0.97
|
|
|
$
|
1.59
|
|
|
$
|
1.28
|
|
Diluted net income per common share
|
$
|
0.97
|
|
|
$
|
1.58
|
|
|
$
|
1.28
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Volvo product sales
|
$
|
29,520,000
|
|
|
$
|
53,525,000
|
|
|
$
|
46,340,000
|
|
Volvo tooling sales
|
20,450,000
|
|
|
1,600,000
|
|
|
2,519,000
|
|
|||
Total Volvo sales
|
49,970,000
|
|
|
55,125,000
|
|
|
48,859,000
|
|
|||
|
|
|
|
|
|
||||||
Navistar product sales
|
39,756,000
|
|
|
50,169,000
|
|
|
51,254,000
|
|
|||
Navistar tooling sales
|
1,994,000
|
|
|
6,246,000
|
|
|
76,000
|
|
|||
Total Navistar sales
|
41,750,000
|
|
|
56,415,000
|
|
|
51,330,000
|
|
|||
|
|
|
|
|
|
||||||
PACCAR product sales
|
24,235,000
|
|
|
33,452,000
|
|
|
35,602,000
|
|
|||
PACCAR tooling sales
|
3,481,000
|
|
|
978,000
|
|
|
526,000
|
|
|||
Total PACCAR sales
|
27,716,000
|
|
|
34,430,000
|
|
|
36,128,000
|
|
|||
|
|
|
|
|
|
||||||
Yamaha product sales
|
16,205,000
|
|
|
16,766,000
|
|
|
16,911,000
|
|
|||
Yamaha tooling sales
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Yamaha sales
|
16,205,000
|
|
|
16,766,000
|
|
|
16,911,000
|
|
|||
|
|
|
|
|
|
|
|||||
Other product sales
|
36,908,000
|
|
|
35,191,000
|
|
|
19,637,000
|
|
|||
Other tooling sales
|
2,333,000
|
|
|
1,141,000
|
|
|
2,339,000
|
|
|||
Total other sales
|
39,241,000
|
|
|
36,332,000
|
|
|
21,976,000
|
|
|||
|
|
|
|
|
|
||||||
Total product sales
|
146,624,000
|
|
|
189,103,000
|
|
|
169,744,000
|
|
|||
Total tooling sales
|
28,258,000
|
|
|
9,965,000
|
|
|
5,460,000
|
|
|||
Total sales
|
$
|
174,882,000
|
|
|
$
|
199,068,000
|
|
|
$
|
175,204,000
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
119,018,000
|
|
|
$
|
129,651,000
|
|
|
$
|
123,317,000
|
|
Mexico
|
51,389,000
|
|
|
63,586,000
|
|
|
47,772,000
|
|
|||
Canada
|
4,475,000
|
|
|
5,831,000
|
|
|
4,115,000
|
|
|||
Total
|
$
|
174,882,000
|
|
|
$
|
199,068,000
|
|
|
$
|
175,204,000
|
|
|
2016
|
|
2015
|
||||
United States
|
$
|
42,547,000
|
|
|
$
|
44,191,000
|
|
Mexico
|
28,054,000
|
|
|
29,912,000
|
|
||
Total
|
$
|
70,601,000
|
|
|
$
|
74,103,000
|
|
|
2016
|
|
2015
|
||||
Land and land improvements
|
$
|
5,958,000
|
|
|
$
|
5,958,000
|
|
Buildings
|
42,593,000
|
|
|
41,417,000
|
|
||
Machinery and equipment
|
89,692,000
|
|
|
87,482,000
|
|
||
Tools, dies, and patterns
|
808,000
|
|
|
808,000
|
|
||
Additions in progress
|
1,607,000
|
|
|
2,331,000
|
|
||
Total
|
140,658,000
|
|
|
137,996,000
|
|
||
Less accumulated depreciation
|
(70,057,000
|
)
|
|
(63,893,000
|
)
|
||
Property, plant, and equipment - net
|
$
|
70,601,000
|
|
|
$
|
74,103,000
|
|
Accounts Receivable
|
|
$
|
1,615,000
|
|
Inventory
|
|
675,000
|
|
|
Other Current Assets
|
|
171,000
|
|
|
Property and Equipment
|
|
12,474,000
|
|
|
Intangibles
|
|
650,000
|
|
|
Goodwill
|
|
1,306,000
|
|
|
Accounts Payable
|
|
(2,277,000
|
)
|
|
Other Current Liabilities
|
|
(102,000
|
)
|
|
|
|
$
|
14,512,000
|
|
Balance at December 31, 2015
|
|
$
|
2,403,000
|
|
Additions
|
|
—
|
|
|
Impairment
|
|
—
|
|
|
Balance at December 31, 2016
|
|
$
|
2,403,000
|
|
Definite-lived Intangible Assets
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade Name
|
|
25 Years
|
|
$
|
250,000
|
|
|
$
|
(17,000
|
)
|
|
$
|
233,000
|
|
Customer Relationships
|
|
10 Years
|
|
400,000
|
|
|
(70,000
|
)
|
|
330,000
|
|
|||
|
|
|
|
$
|
650,000
|
|
|
$
|
(87,000
|
)
|
|
$
|
563,000
|
|
Definite-lived Intangible Assets
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade Name
|
|
25 Years
|
|
$
|
250,000
|
|
|
$
|
(7,000
|
)
|
|
$
|
243,000
|
|
Customer Relationships
|
|
10 Years
|
|
400,000
|
|
|
(30,000
|
)
|
|
370,000
|
|
|||
|
|
|
|
$
|
650,000
|
|
|
$
|
(37,000
|
)
|
|
$
|
613,000
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Capex loan payable to a bank, interest at a variable rate (2.04% at December 31, 2015) with monthly payments of interest and principal over a seven-year period through May 2016.
|
$
|
—
|
|
|
$
|
714,000
|
|
Term loan payable to a bank, interest at a variable rate (2.55% and 2.24% at December 31, 2016 and 2015, respectively) with monthly payments of interest and principal through March 2020.
|
9,750,000
|
|
|
12,750,000
|
|
||
Revolving Line of Credit
|
—
|
|
|
—
|
|
||
Total
|
9,750,000
|
|
|
13,464,000
|
|
||
Less current portion
|
(3,000,000
|
)
|
|
(3,714,000
|
)
|
||
Long-term debt
|
$
|
6,750,000
|
|
|
$
|
9,750,000
|
|
2017
|
$
|
3,000,000
|
|
2018
|
3,000,000
|
|
|
2019
|
3,000,000
|
|
|
2020
|
750,000
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
9,750,000
|
|
2017
|
$
|
482,000
|
|
2018
|
328,000
|
|
|
2019
|
192,000
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
$
|
1,002,000
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Options |
|
Wtd. Avg.
Exercise Price |
|
Number
of
Options
|
|
Wtd. Avg.
Exercise Price
|
|
Number
of
Options
|
|
Wtd. Avg.
Exercise Price |
|||||||||
Outstanding - beginning of year
|
—
|
|
|
$
|
—
|
|
|
3,000
|
|
|
$
|
6.40
|
|
|
227,750
|
|
|
$
|
3.57
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
|
6.40
|
|
|
(224,750
|
)
|
|
3.53
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Outstanding - end of year
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3,000
|
|
|
$
|
6.40
|
|
Exercisable at December 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3,000
|
|
|
$
|
6.40
|
|
Vested or expected to vest at December 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3,000
|
|
|
$
|
6.40
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Shares |
|
Wtd. Avg.
Grant Date Fair Value |
|
Number
of
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Number
of
Shares
|
|
Wtd. Avg.
Grant Date Fair Value |
|||||||||
Unvested - beginning of year
|
112,907
|
|
|
$
|
16.86
|
|
|
104,068
|
|
|
$
|
10.79
|
|
|
98,281
|
|
|
$
|
8.91
|
|
Granted
|
122,963
|
|
|
12.59
|
|
|
56,662
|
|
|
24.39
|
|
|
81,763
|
|
|
12.04
|
|
|||
Vested
|
(49,183
|
)
|
|
14.16
|
|
|
(46,629
|
)
|
|
11.82
|
|
|
(75,976
|
)
|
|
10.03
|
|
|||
Forfeited
|
(28,426
|
)
|
|
15.93
|
|
|
(1,194
|
)
|
|
24.39
|
|
|
—
|
|
|
—
|
|
|||
Unvested - end of year
|
158,261
|
|
|
$
|
14.55
|
|
|
112,907
|
|
|
$
|
16.86
|
|
|
104,068
|
|
|
$
|
10.79
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal - US
|
$
|
3,408,000
|
|
|
$
|
4,466,000
|
|
|
$
|
1,875,000
|
|
Federal - Foreign
|
—
|
|
|
405,000
|
|
|
453,000
|
|
|||
State and local
|
2,000
|
|
|
18,000
|
|
|
42,000
|
|
|||
|
3,410,000
|
|
|
4,889,000
|
|
|
2,370,000
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
490,000
|
|
|
1,143,000
|
|
|
2,423,000
|
|
|||
Federal- Foreign
|
(86,000
|
)
|
|
27,000
|
|
|
(29,000
|
)
|
|||
State and local
|
22,000
|
|
|
59,000
|
|
|
127,000
|
|
|||
|
426,000
|
|
|
1,229,000
|
|
|
2,521,000
|
|
|||
Provision for income taxes
|
$
|
3,836,000
|
|
|
$
|
6,118,000
|
|
|
$
|
4,891,000
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Provision at federal statutory rate - US
|
$
|
3,823,000
|
|
|
$
|
6,177,000
|
|
|
$
|
4,938,000
|
|
Effect of foreign taxes
|
34,000
|
|
|
(84,000
|
)
|
|
(115,000
|
)
|
|||
Disqualified stock options
|
—
|
|
|
(5,000
|
)
|
|
(84,000
|
)
|
|||
State and local tax expense, net of federal benefit
|
24,000
|
|
|
76,000
|
|
|
170,000
|
|
|||
Other
|
(45,000
|
)
|
|
(46,000
|
)
|
|
(18,000
|
)
|
|||
Provision for income taxes
|
$
|
3,836,000
|
|
|
$
|
6,118,000
|
|
|
$
|
4,891,000
|
|
|
2016
|
|
2015
|
||||
Current asset (liability):
|
|
|
|
||||
Accrued liabilities
|
$
|
938,000
|
|
|
$
|
820,000
|
|
Accounts receivable
|
110,000
|
|
|
202,000
|
|
||
Inventory
|
588,000
|
|
|
698,000
|
|
||
Other, net
|
(255,000
|
)
|
|
(122,000
|
)
|
||
Total current asset
|
1,381,000
|
|
|
1,598,000
|
|
||
|
|
|
|
||||
Non-current asset (liability):
|
|
|
|
||||
Property, plant, and equipment
|
(5,274,000
|
)
|
|
(4,844,000
|
)
|
||
Post retirement benefits
|
3,212,000
|
|
|
3,350,000
|
|
||
Other, net
|
(311,000
|
)
|
|
(758,000
|
)
|
||
Total non-current asset (liability)
|
(2,373,000
|
)
|
|
(2,252,000
|
)
|
||
Total deferred tax asset (liability) - net
|
$
|
(992,000
|
)
|
|
$
|
(654,000
|
)
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company chooses to stop participating in its multi-employer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
Post Retirement Benefits
|
||||||
|
2016
|
|
2015
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
9,006,000
|
|
|
$
|
9,172,000
|
|
Interest cost
|
323,000
|
|
|
316,000
|
|
||
Unrecognized gain
|
(320,000
|
)
|
|
(48,000
|
)
|
||
Benefits paid
|
(342,000
|
)
|
|
(434,000
|
)
|
||
Benefit obligation at December 31
|
$
|
8,667,000
|
|
|
$
|
9,006,000
|
|
|
|
|
|
||||
Plan Assets
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Amounts recorded in accumulated other comprehensive income:
|
|
|
|
||||
Prior service credit
|
$
|
(7,098,000
|
)
|
|
$
|
(7,594,000
|
)
|
Net loss
|
3,464,000
|
|
|
3,939,000
|
|
||
Total
|
$
|
(3,634,000
|
)
|
|
$
|
(3,655,000
|
)
|
|
|
|
|
||||
Weighted-average assumptions as of December 31:
|
|
|
|
||||
Discount rate used to determine benefit obligation and net
periodic benefit cost
|
3.8
|
%
|
|
4.1
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pension expense:
|
|
|
|
|
|
||||||
Multi-employer plan
|
$
|
710,000
|
|
|
$
|
863,000
|
|
|
$
|
719,000
|
|
Defined contribution plans
|
766,000
|
|
|
836,000
|
|
|
701,000
|
|
|||
Total pension expense
|
1,476,000
|
|
|
1,699,000
|
|
|
1,420,000
|
|
|||
|
|
|
|
|
|
||||||
Health and life insurance:
|
|
|
|
|
|
||||||
Interest cost
|
323,000
|
|
|
316,000
|
|
|
277,000
|
|
|||
Amortization of prior service costs
|
(496,000
|
)
|
|
(496,000
|
)
|
|
(496,000
|
)
|
|||
Amortization of net loss
|
155,000
|
|
|
169,000
|
|
|
47,000
|
|
|||
Net periodic benefit cost
|
(18,000
|
)
|
|
(11,000
|
)
|
|
(172,000
|
)
|
|||
Total post retirement benefits expense
|
$
|
1,458,000
|
|
|
$
|
1,688,000
|
|
|
$
|
1,248,000
|
|
|
1- Percentage
Point Increase
|
|
1-Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
43,000
|
|
|
$
|
(50,000
|
)
|
Effect on post retirement benefit obligation
|
$
|
941,000
|
|
|
$
|
(800,000
|
)
|
Year
|
Postretirement Health Care Benefits Plan
|
||
2017
|
$
|
1,018,000
|
|
2018
|
411,000
|
|
|
2019
|
432,000
|
|
|
2020
|
461,000
|
|
|
2021
|
485,000
|
|
|
2022-2026
|
2,515,000
|
|
Level 1 -
|
Quoted prices in active markets for identical assets and liabilities.
|
Level 2 -
|
Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.
|
Level 3 -
|
Significant unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.
|
|
Fair Values of Derivatives Instruments
|
||||||||||
|
Asset Derivatives
|
|
|
Liability Derivatives
|
|||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|||
Foreign exchange contracts
|
Prepaid expense other current assets
|
|
—
|
|
|
|
Accrued liabilities other
|
|
$
|
303,000
|
|
Notional contract values
|
|
|
—
|
|
|
|
|
|
$
|
6,502,000
|
|
Derivatives in subtopic 815-20 Cash Flow Hedging Relationship
|
|
Amount of Unrealized Gain or (Loss) Recognized in Accumulated other Comprehensive Income on Derivative
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income
(A)
|
|
Amount of Realized Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income
|
|||||
|
|
2016
|
2015
|
2014
|
|
|
2016
|
2015
|
2014
|
||
Foreign exchange contracts
|
|
$(289,000)
|
—
|
—
|
|
Cost of goods sold
|
|
$12,000
|
—
|
—
|
|
|
|
Sales, general and administrative expense
|
|
$2,000
|
—
|
—
|
|
Foreign Currency Derivative Activities
(A)
|
|
Post Retirement Benefit Plan Items
(B)
|
|
Total
|
||||||
2015:
|
|
|
|
|
|
||||||
Balance at January 1, 2015
|
$
|
—
|
|
|
$
|
2,830,000
|
|
|
$
|
2,830,000
|
|
Other comprehensive income before reclassifications
|
—
|
|
|
48,000
|
|
|
48,000
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(306,000
|
)
|
|
(306,000
|
)
|
|||
Income tax (expense) benefit
|
—
|
|
|
73,000
|
|
|
73,000
|
|
|||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
2,645,000
|
|
|
$
|
2,645,000
|
|
|
|
|
|
|
|
||||||
2016:
|
|
|
|
|
|
||||||
Balance at January 1, 2016
|
$
|
—
|
|
|
$
|
2,645,000
|
|
|
$
|
2,645,000
|
|
Other comprehensive income before reclassifications
|
(289,000
|
)
|
|
319,000
|
|
|
30,000
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(14,000
|
)
|
|
(336,000
|
)
|
|
(350,000
|
)
|
|||
Income tax (expense) benefit
|
103,000
|
|
|
(14,000
|
)
|
|
89,000
|
|
|||
Balance at December 31, 2016
|
$
|
(200,000
|
)
|
|
$
|
2,614,000
|
|
|
$
|
2,414,000
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Total Year
|
||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
42,530,000
|
|
|
$
|
36,813,000
|
|
|
$
|
33,816,000
|
|
|
$
|
33,465,000
|
|
|
$
|
146,624,000
|
|
Tooling sales
|
2,938,000
|
|
|
2,193,000
|
|
|
7,520,000
|
|
|
15,607,000
|
|
|
28,258,000
|
|
|||||
Net sales
|
45,468,000
|
|
|
39,006,000
|
|
|
41,336,000
|
|
|
49,072,000
|
|
|
174,882,000
|
|
|||||
Gross margin
|
8,863,000
|
|
|
6,323,000
|
|
|
5,581,000
|
|
|
7,157,000
|
|
|
27,924,000
|
|
|||||
Operating income
|
4,442,000
|
|
|
2,307,000
|
|
|
1,657,000
|
|
|
3,139,000
|
|
|
11,545,000
|
|
|||||
Net income
|
2,890,000
|
|
|
1,460,000
|
|
|
1,029,000
|
|
|
2,032,000
|
|
|
7,411,000
|
|
|||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
0.38
|
|
|
$
|
0.19
|
|
|
$
|
0.13
|
|
|
$
|
0.27
|
|
|
$
|
0.97
|
|
Diluted (1)
|
$
|
0.38
|
|
|
$
|
0.19
|
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
47,854,000
|
|
|
$
|
53,514,000
|
|
|
$
|
44,243,000
|
|
|
$
|
43,492,000
|
|
|
$
|
189,103,000
|
|
Tooling sales
|
1,745,000
|
|
|
1,342,000
|
|
|
3,806,000
|
|
|
3,072,000
|
|
|
9,965,000
|
|
|||||
Net sales
|
49,599,000
|
|
|
54,856,000
|
|
|
48,049,000
|
|
|
46,564,000
|
|
|
199,068,000
|
|
|||||
Gross margin
|
9,025,000
|
|
|
10,982,000
|
|
|
8,311,000
|
|
|
7,934,000
|
|
|
36,252,000
|
|
|||||
Operating income
|
4,890,000
|
|
|
6,232,000
|
|
|
3,902,000
|
|
|
3,474,000
|
|
|
18,498,000
|
|
|||||
Net income
|
3,196,000
|
|
|
4,039,000
|
|
|
2,484,000
|
|
|
2,331,000
|
|
|
12,050,000
|
|
|||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
0.42
|
|
|
$
|
0.53
|
|
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
1.59
|
|
Diluted (1)
|
$
|
0.42
|
|
|
$
|
0.53
|
|
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
40,664,000
|
|
|
$
|
43,317,000
|
|
|
$
|
43,171,000
|
|
|
$
|
42,592,000
|
|
|
$
|
169,744,000
|
|
Tooling sales
|
411,000
|
|
|
2,807,000
|
|
|
420,000
|
|
|
1,822,000
|
|
|
5,460,000
|
|
|||||
Net sales
|
41,075,000
|
|
|
46,124,000
|
|
|
43,591,000
|
|
|
44,414,000
|
|
|
175,204,000
|
|
|||||
Gross margin
|
6,645,000
|
|
|
7,599,000
|
|
|
8,147,000
|
|
|
7,795,000
|
|
|
30,186,000
|
|
|||||
Operating income
|
3,116,000
|
|
|
3,873,000
|
|
|
3,704,000
|
|
|
3,954,000
|
|
|
14,647,000
|
|
|||||
Net income
|
2,120,000
|
|
|
2,520,000
|
|
|
2,428,000
|
|
|
2,566,000
|
|
|
9,634,000
|
|
|||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
0.29
|
|
|
$
|
0.34
|
|
|
$
|
0.32
|
|
|
$
|
0.34
|
|
|
$
|
1.28
|
|
Diluted (1)
|
$
|
0.28
|
|
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.34
|
|
|
$
|
1.28
|
|
CORE MOLDING TECHNOLOGIES, INC.
|
|
|
|
By
|
/s/ Kevin L. Barnett
|
|
Kevin L. Barnett
|
|
President and Chief Executive Officer
|
|
|
|
March 9, 2017
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at Beginning of Year
|
|
(Recovered)/Charged to Costs & Expenses
|
|
Charged to Other Accounts
|
|
Deductions
(A)
|
|
Balance at End of Year
|
||||||||||
Year Ended December 31, 2016
|
|
$
|
32,000
|
|
|
$
|
(23,000
|
)
|
|
$
|
—
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
Year Ended December 31, 2015
|
|
$
|
289,000
|
|
|
$
|
(167,000
|
)
|
|
$
|
—
|
|
|
$
|
90,000
|
|
|
$
|
32,000
|
|
Year Ended December 31, 2014
|
|
$
|
141,000
|
|
|
$
|
197,000
|
|
|
$
|
—
|
|
|
$
|
49,000
|
|
|
$
|
289,000
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at Beginning of Year
|
|
(Recovered)/Charged to Costs & Expenses
|
|
Charged to Other Accounts
|
|
Deductions
(B)
|
|
Balance at End of Year
|
||||||||||
Year Ended December 31, 2016
|
|
$
|
523,000
|
|
|
$
|
444,000
|
|
|
$
|
—
|
|
|
$
|
658,000
|
|
|
$
|
309,000
|
|
Year Ended December 31, 2015
|
|
$
|
813,000
|
|
|
$
|
473,000
|
|
|
$
|
—
|
|
|
$
|
763,000
|
|
|
$
|
523,000
|
|
Year Ended December 31, 2014
|
|
$
|
973,000
|
|
|
$
|
717,000
|
|
|
$
|
—
|
|
|
$
|
877,000
|
|
|
$
|
813,000
|
|
Exhibit No.
|
|
Description
|
|
Location
|
|
|
|
|
|
2(a)(1)
|
|
Asset Purchase Agreement Dated as of September 12, 1996, As amended October 31, 1996, between Navistar and RYMAC Mortgage Investment Corporation
1
|
|
Incorporated by reference to Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809)
|
|
|
|
|
|
2(a)(2)
|
|
Second Amendment to Asset Purchase Agreement dated December 16, 1996
1
|
|
Incorporated by reference to Exhibit 2(a)(2) to Annual Report on Form 10-K for the year-ended December 31, 2001
|
|
|
|
|
|
2(b)(1)
|
|
Agreement and Plan of Merger dated as of November 1, 1996, between Core Molding Technologies, Inc. and RYMAC Mortgage Investment Corporation
|
|
Incorporated by reference to Exhibit 2-B to Registration Statement on Form S-4 (Registration No. 333-15809)
|
|
|
|
|
|
2(b)(2)
|
|
First Amendment to Agreement and Plan of Merger dated as of December 27, 1996 Between Core Molding Technologies, Inc. and RYMAC Mortgage Investment Corporation
|
|
Incorporated by reference to Exhibit 2(b)(2) to Annual Report on Form 10-K for the year ended December 31, 2002
|
|
|
|
|
|
2(c)
|
|
Asset Purchase Agreement dated as of October 10, 2001, between Core Molding Technologies, Inc. and Airshield Corporation
|
|
Incorporated by reference to Exhibit 1 to Form 8-K filed October 31, 2001
|
|
|
|
|
|
2(d)
|
|
Asset Purchase Agreement dated as of March 20,2015, between Core Molding Technologies, Inc. and CPI Binani, Inc.
|
|
Incorporated by reference to Exhibit 2.1 to Form 8-K filed March 23, 2015
|
|
|
|
|
|
3(a)(1)
|
|
Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996
|
|
Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-8 (Registration No. 333-29203)
|
|
|
|
|
|
3(a)(2)
|
|
Certificate of Amendment of Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on November 6, 1996
|
|
Incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-8 (Registration No. 333-29203)
|
|
|
|
|
|
3(a)(3)
|
|
Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 2002
|
|
Incorporated by reference to Exhibit 3(a)(4) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002
|
|
|
|
|
|
3(a)(4)
|
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as filed with the Secretary of State of Delaware on July 18, 2007
|
|
Incorporated by reference to Exhibit 3.1 to Form 8-K filed July 19, 2007
|
|
|
|
|
|
3(a)(5)
|
|
Certificate of Elimination of the Series A Junior Participant Preferred Stock as filed with the Delaware Sec. of State on April 2, 2015
|
|
Incorporated by reference to Exhibit 3(a)(5) to Form 8-K filed April 2, 2015
|
|
|
|
|
|
3(b)(1)
|
|
Amended and Restated By-Laws of Core Molding Technologies, Inc.
|
|
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed January 4, 2008
|
|
|
|
|
|
3(b)(2)
|
|
Amendment No. 1 to the Amended and Restated By-Laws of Core Molding Technologies, Inc.
|
|
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed December 17, 2013
|
|
|
|
|
|
4(a)(1)
|
|
Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996
|
|
Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-8 (Registration No. 333-29203)
|
|
|
|
|
|
4(a)(2)
|
|
Certificate of Amendment of Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on November 6, 1996
|
|
Incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-8 (Registration No. 333-29203)
|
|
|
|
|
|
4(a)(3)
|
|
Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 2002
|
|
Incorporated by reference to Exhibit 3(a)(4) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Location
|
4(a)(4)
|
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as filed with the Secretary of State of Delaware on July 18, 2007
|
|
Incorporated by reference to Exhibit 3.1 to Form 8-K filed July 19, 2007
|
|
|
|
|
|
4(a)(5)
|
|
Certificate of Elimination of the Series A Junior Participant Preferred Stock as filed with the Delaware Sec. of State on April 2, 2015
|
|
Incorporated by reference to Exhibit 3(a)(5) to Form 8-K filed April 2, 2015
|
|
|
|
|
|
10(a)
|
|
Supply Agreement, dated August 4, 2014 between Core Molding Technologies, Inc. and Core Composites Corporation and Navistar, Inc.
3
|
|
Incorporated by reference to Exhibit 10(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2014
|
|
|
|
|
|
10(c)
|
|
Credit agreement, dated December 9, 2008, by and between Core Molding Technologies, Inc. and Corecomposites de Mexico, S De. R.L. de C.V. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010
|
|
|
|
|
|
10(c)(1)
|
|
First Amendment Agreement, dated March 31, 2009, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed April 2, 2009
|
|
|
|
|
|
10(c)(2)
|
|
Second Amendment Agreement, dated June 30, 2009, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 2, 2009
|
|
|
|
|
|
10(c)(3)
|
|
Third Amendment Agreement, dated December 1, 2009, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 7, 2009
|
|
|
|
|
|
10(c)(4)
|
|
Fourth Amendment Agreement, dated March 8, 2010, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated March 10, 2010
|
|
|
|
|
|
10(c)(5)
|
|
Fifth Amendment Agreement, dated May 11, 2010, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated May 14, 2010
|
|
|
|
|
|
10(c)(6)
|
|
Sixth Amendment Agreement, dated June 1, 2011, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and Keybank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 21, 2011
|
|
|
|
|
|
10(c)(7)
|
|
Seventh Amendment Agreement, dated July 9, 2012, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and Keybank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 10, 2012
|
|
|
|
|
|
10(c)(8)
|
|
Eighth Amendment Agreement, dated March 27, 2013, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and Keybank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 27, 2013
|
|
|
|
|
|
10(c)(9)
|
|
Ninth Amendment Agreement, dated October 31, 2013, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and Keybank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 4, 2013
|
|
|
|
|
|
10(c)(10)
|
|
Tenth Amendment Agreement, dated March 20, 2015, to the Credit Agreement dated December 9, 2008, among Core Molding Technologies, Inc., Corecomposites de Mexico, S. De R.L. de C.V. and Keybank National Association
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 23, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Location
|
10(c)(11)
|
|
Eleventh Amendment Agreement, dated June 21, 2016, to the Credit Agreement dated December 9, 2008 among Core Molding Technologies, Inc., Core Composites de Mexico, S. De R. L. de C.V. and Keybank National Association
|
|
Incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed June 22, 2016.
|
|
|
|
|
|
10(e)
|
|
Reimbursement Agreement, dated April 1, 1998, by and between Core Molding Technologies, Inc. and KeyBank National Association
|
|
Incorporated by reference to Exhibit 10(h) to Annual Report on Form 10-K for the year ended December 31, 2003
|
|
|
|
|
|
10(f)
|
|
Core Molding Technologies, Inc. Employee Stock Purchase Plan
2
|
|
Incorporated by reference to Exhibit 10(i) to Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
|
|
|
10(f)(1)
|
|
2002 Core Molding Technologies, Inc. Employee Stock Purchase Plan (as amended May 17, 2006)
2
|
|
Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K dated May 23, 2006
|
|
|
|
|
|
10(g)
|
|
Letter Agreement Regarding Terms and Conditions of Interest Rate Swap Agreement between KeyBank National Association and Core Molding Technologies, Inc.
|
|
Incorporated by reference to Exhibit 10(j) to Annual Report on Form 10-K for the year ended December 31, 2003
|
10(g)(1)
|
|
Letter Agreement Regarding Terms and Conditions of Interest Rate Swap Agreement between KeyBank National Association and Core Molding Technologies, Inc.
|
|
Incorporated by reference to Exhibit 10(i)(1) to Annual Report on Form 10-K for the year ended December 31, 2008
|
|
|
|
|
|
10(h)
|
|
2006 Core Molding Technologies, Inc. Long Term Equity Incentive Plan
2
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated May 23, 2006
|
|
|
|
|
|
10(i)
|
|
Core Molding Technologies, Inc. Executive Cash Incentive Plan
2
|
|
Incorporated by reference to Exhibit A to Definitive Proxy Statement on Schedule 14A, dated April 8, 2016
|
|
|
|
|
|
10(j)
|
|
Form of Amended and Restated Executive Severance Agreement between Core Molding Technologies, Inc. and certain executive officers
2
|
|
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K dated December 29, 2008
|
|
|
|
|
|
10(k)
|
|
Form of Amended and Restated Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers
2
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated January 4, 2008
|
|
|
|
|
|
10(l)
|
|
Form of Executive Severance Agreement between Core Molding Technologies, Inc. and certain executive officers
2
|
|
Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K dated May 23, 2006
|
|
|
|
|
|
10(m)
|
|
Form of Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers
2
|
|
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K dated May 15, 2012
|
|
|
|
|
|
10(n)
|
|
Severance Agreement and Release in Full, dated August 24, 2016, between William Ringling and Core Molding Technologies, Inc.
|
|
Incorporated by reference to Exhibit 10.1 to current report on Form 10-Q filed November 4, 2016.
|
|
|
|
|
|
11
|
|
Computation of Net Income per Share
|
|
Exhibit 11 omitted because the required information is Included in Notes to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K
|
|
|
|
|
|
23
|
|
Consent of Crowe Horwath LLP
|
|
Filed Herein
|
|
|
|
|
|
24
|
|
Powers of Attorney
|
|
Filed Herein
|
|
|
|
|
|
31(a)
|
|
Section 302 Certification by Kevin L. Barnett, President, Chief Executive Officer, and Director
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Filed Herein
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31(b)
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Section 302 Certification by John P. Zimmer, Vice President, Secretary, Treasurer, and Chief Financial Officer
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Filed Herein
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Exhibit No.
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Description
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Location
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32(a)
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Certification of Kevin L. Barnett, Chief Executive Officer of Core Molding Technologies, Inc., dated March 11, 2016, pursuant to 18 U.S.C. Section 1350
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Filed Herein
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32(b)
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Certification of John P. Zimmer, Chief Financial Officer of Core Molding Technologies, Inc., dated March 11, 2016, pursuant to 18 U.S.C. Section 1350
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Filed Herein
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101.INS
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XBRL Instance Document
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Filed Herein
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101.SCH
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XBRL Taxonomy Extension Schema Document
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Filed Herein
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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Filed Herein
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed Herein
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed Herein
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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Filed Herein
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1.
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The Asset Purchase Agreement, as filed with the Securities and Exchange Commission at Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809), omits the exhibits (including, the Buyer Note, Special Warranty Deed, Supply Agreement, Registration Rights Agreement and Transition Services Agreement, identified in the Asset Purchase Agreement) and schedules (including, those identified in Sections 1, 3, 4, 5, 6, 8 and 30 of the Asset Purchase Agreement. Core Molding Technologies, Inc. will provide any omitted exhibit or schedule to the Securities and Exchange Commission upon request.
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2.
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Indicates management contracts or compensatory plans that are required to be filed as an exhibit to this Annual Report on Form 10-K.
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3.
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Certain portions of this Exhibit have been omitted intentionally subject to a confidentiality treatment request. A complete version of the Exhibit has been filed separately with the Securities and Exchange Commission.
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