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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 | |
---|---|---|---|---|---|---|---|---|
0.59 | 3.29% | 18.55 | 18.53 | 17.91 | 18.09 | 22,576 | 22:31:48 |
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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 American LLC
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Preferred Stock purchase rights, par value $0.01
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NYSE American LLC
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Emerging growth company o
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Exhibit 23
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Exhibit 24
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Exhibit 31(a)
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Exhibit 31(b)
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Exhibit 32(a)
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Exhibit 32(b)
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABEL LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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2019
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2018
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2017
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||||||
United States
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$
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178,953,000
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$
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181,207,000
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$
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103,513,000
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Mexico
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79,761,000
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74,029,000
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52,496,000
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|||
Canada
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16,988,000
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12,494,000
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5,664,000
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|||
Other
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8,588,000
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1,755,000
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—
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|||
Total
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$
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284,290,000
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$
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269,485,000
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$
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161,673,000
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2019
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2018
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||||
United States
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$
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39,132,000
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$
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37,778,000
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Mexico
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31,865,000
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34,155,000
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Canada
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8,209,000
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8,724,000
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Total
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$
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79,206,000
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$
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80,657,000
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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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463,000
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Office
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15,000
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Total
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478,000
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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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Manufacturing/Warehouse
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241,000
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Office
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6,000
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Total
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247,000
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Approximate Square Feet
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Manufacturing/Warehouse
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59,000
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Office
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2,000
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Total
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61,000
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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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2019
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$
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6.49
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$
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2.80
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Third Quarter
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2019
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7.58
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5.75
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Second Quarter
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2019
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8.50
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6.73
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First Quarter
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2019
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9.00
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6.79
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Fourth Quarter
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2018
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$
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8.60
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$
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6.37
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Third Quarter
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2018
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15.32
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6.58
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Second Quarter
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2018
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18.09
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13.53
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First Quarter
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2018
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22.36
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16.47
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Plan Category
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Number of Shares to be Issued Upon Exercise of Outstanding Options or Vesting
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Weighted Average Exercise Price of Outstanding Options
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Number of Shares Remaining Available for
Future Issuance
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||||
Equity compensation plans approved by
stockholders
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566,031
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$
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9.62
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744,697
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Years Ended December 31,
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||||||||||||||||||
(In thousands, except per share data)
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2019
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2018
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2017
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2016
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2015
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||||||||||
Operating Data:
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||||||||||
Product sales
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$
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268,987
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$
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256,217
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$
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148,623
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$
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146,624
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$
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189,103
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Tooling sales
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15,303
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13,268
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13,050
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28,258
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9,965
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|||||
Net sales
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284,290
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269,485
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161,673
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174,882
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199,068
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|||||
Gross margin
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21,506
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27,141
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24,631
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27,906
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36,252
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|||||
Operating income (loss)
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(11,528
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)
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(3,100
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)
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7,941
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11,527
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18,498
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|||||
Net income (loss)
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(15,223
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)
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(4,782
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)
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5,459
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7,411
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12,050
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Earnings (Loss) Per Share Data:
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||||||||||
Net income (loss) per common share:
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Basic
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$
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(1.94
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)
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$
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(0.62
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)
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$
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0.71
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$
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0.97
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$
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1.59
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Diluted
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$
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(1.94
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)
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$
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(0.62
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)
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$
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0.70
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$
|
0.97
|
|
|
$
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1.58
|
|
Balance Sheet Data:
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||||||||||
Total assets
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$
|
179,306
|
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$
|
201,198
|
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$
|
138,578
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$
|
133,455
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$
|
139,803
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Working capital
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(22,609
|
)
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40,111
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40,369
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38,590
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|
|
31,534
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|||||
Long-term debt
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|
—
|
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55,159
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|
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3,750
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6,750
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|
|
9,750
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|
|||||
Stockholders' equity
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84,426
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98,929
|
|
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101,893
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|
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96,766
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|
|
88,733
|
|
|||||
Return on beginning equity
|
|
(15
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)%
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(5
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)%
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6
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%
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8
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%
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16
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%
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|||||
Book value per share
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$
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10.72
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$
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12.72
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$
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13.21
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$
|
12.67
|
|
|
$
|
11.68
|
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Financial Covenants
|
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Actual Covenants as of December 31, 2019
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Fixed Charge Coverage Ratio (A)
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Minimum 1.00
|
|
0.59
|
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Leverage Ratio
|
3.25 or Lower
|
|
9.18
|
|
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2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and after
|
|
Total
|
||||||||||||
Long-term debt(C)
|
$
|
49,451,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,451,000
|
|
Interest(A)(C)
|
2,740,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,740,000
|
|
||||||
Operating lease obligations
|
1,433,000
|
|
|
1,174,000
|
|
|
1,102,000
|
|
|
1,000,000
|
|
|
530,000
|
|
|
5,239,000
|
|
||||||
Contractual commitments for capital expenditures(B)
|
336,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336,000
|
|
||||||
Post retirement benefits
|
1,233,000
|
|
|
470,000
|
|
|
497,000
|
|
|
519,000
|
|
|
6,441,000
|
|
|
9,160,000
|
|
||||||
Total
|
$
|
55,193,000
|
|
|
$
|
1,644,000
|
|
|
$
|
1,599,000
|
|
|
$
|
1,519,000
|
|
|
$
|
6,971,000
|
|
|
$
|
66,926,000
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
284,290,000
|
|
|
$
|
269,485,000
|
|
|
$
|
161,673,000
|
|
|
|
|
|
|
|
||||||
Total cost of sales
|
262,784,000
|
|
|
242,344,000
|
|
|
137,042,000
|
|
|||
|
|
|
|
|
|
||||||
Gross margin
|
21,506,000
|
|
|
27,141,000
|
|
|
24,631,000
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expense
|
28,934,000
|
|
|
27,838,000
|
|
|
16,690,000
|
|
|||
Goodwill impairment
|
4,100,000
|
|
|
2,403,000
|
|
|
—
|
|
|||
Total expenses
|
33,034,000
|
|
|
30,241,000
|
|
|
16,690,000
|
|
|||
|
|
|
|
|
|
||||||
Operating income (loss)
|
(11,528,000
|
)
|
|
(3,100,000
|
)
|
|
7,941,000
|
|
|||
|
|
|
|
|
|
||||||
Other income and expense
|
|
|
|
|
|
||||||
Net periodic post-retirement benefit
|
(94,000
|
)
|
|
(48,000
|
)
|
|
(49,000
|
)
|
|||
Net interest expense
|
4,144,000
|
|
|
2,394,000
|
|
|
245,000
|
|
|||
Total other income and expense
|
4,050,000
|
|
|
2,346,000
|
|
|
196,000
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) before income taxes
|
(15,578,000
|
)
|
|
(5,446,000
|
)
|
|
7,745,000
|
|
|||
|
|
|
|
|
|
||||||
Income taxes:
|
|
|
|
|
|
||||||
Current
|
705,000
|
|
|
1,048,000
|
|
|
2,630,000
|
|
|||
Deferred
|
(1,060,000
|
)
|
|
(1,712,000
|
)
|
|
(344,000
|
)
|
|||
Total income taxes
|
(355,000
|
)
|
|
(664,000
|
)
|
|
2,286,000
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(15,223,000
|
)
|
|
$
|
(4,782,000
|
)
|
|
$
|
5,459,000
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.94
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
0.71
|
|
Diluted
|
$
|
(1.94
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
0.70
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
7,830,000
|
|
|
7,750,000
|
|
|
7,690,000
|
|
|||
Diluted
|
7,830,000
|
|
|
7,750,000
|
|
|
7,747,000
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
(15,223,000
|
)
|
|
$
|
(4,782,000
|
)
|
|
$
|
5,459,000
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Foreign currency hedging derivatives:
|
|
|
|
|
|
||||||
Unrealized hedge gain (loss)
|
1,202,000
|
|
|
(452,000
|
)
|
|
5,000
|
|
|||
Income tax benefit (expense)
|
(286,000
|
)
|
|
87,000
|
|
|
(2,000
|
)
|
|||
|
|
|
|
|
|
||||||
Interest rate hedging derivatives:
|
|
|
|
|
|
||||||
Unrealized hedge gain (loss)
|
(641,000
|
)
|
|
(65,000
|
)
|
|
—
|
|
|||
Income tax benefit (expense)
|
146,000
|
|
|
15,000
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Post retirement benefit plan adjustments:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain
|
(985,000
|
)
|
|
1,081,000
|
|
|
(268,000
|
)
|
|||
Prior service costs
|
(496,000
|
)
|
|
(496,000
|
)
|
|
(496,000
|
)
|
|||
Income tax benefit (expense)
|
313,000
|
|
|
(123,000
|
)
|
|
255,000
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
$
|
(15,970,000
|
)
|
|
$
|
(4,735,000
|
)
|
|
$
|
4,953,000
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,856,000
|
|
|
$
|
1,891,000
|
|
Accounts receivable, net
|
32,424,000
|
|
|
45,468,000
|
|
||
Inventories:
|
|
|
|
||||
Raw materials and components
|
13,041,000
|
|
|
17,278,000
|
|
||
Work in process
|
1,818,000
|
|
|
2,034,000
|
|
||
Finished goods
|
6,823,000
|
|
|
6,453,000
|
|
||
Total inventories, net
|
21,682,000
|
|
|
25,765,000
|
|
||
|
|
|
|
||||
Contract assets
|
888,000
|
|
|
3,915,000
|
|
||
Foreign sales tax receivable
|
2,627,000
|
|
|
1,789,000
|
|
||
Prepaid expenses and other current assets
|
1,748,000
|
|
|
1,474,000
|
|
||
Total current assets
|
61,225,000
|
|
|
80,302,000
|
|
||
|
|
|
|
||||
Right of use asset
|
4,484,000
|
|
|
—
|
|
||
Property, plant and equipment, net
|
79,206,000
|
|
|
80,657,000
|
|
||
|
|
|
|
||||
Deferred tax asset
|
2,026,000
|
|
|
1,153,000
|
|
||
Goodwill
|
17,376,000
|
|
|
21,476,000
|
|
||
Intangibles, net
|
13,464,000
|
|
|
15,413,000
|
|
||
Other non-current assets
|
1,525,000
|
|
|
2,197,000
|
|
||
Total Assets
|
$
|
179,306,000
|
|
|
$
|
201,198,000
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity:
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
37,443,000
|
|
|
$
|
3,230,000
|
|
Current portion of revolving debt
|
12,008,000
|
|
|
—
|
|
||
Accounts payable
|
19,910,000
|
|
|
25,450,000
|
|
||
Contract liabilities
|
3,698,000
|
|
|
1,686,000
|
|
||
Current portion of post retirement benefits liability
|
1,233,000
|
|
|
1,157,000
|
|
||
Accrued liabilities:
|
|
|
|
||||
Compensation and related benefits
|
5,515,000
|
|
|
5,154,000
|
|
||
Other
|
4,027,000
|
|
|
3,514,000
|
|
||
Total current liabilities
|
83,834,000
|
|
|
40,191,000
|
|
||
|
|
|
|
||||
Lease liability
|
3,119,000
|
|
|
—
|
|
||
Long-term debt
|
—
|
|
|
37,784,000
|
|
||
Revolving debt
|
—
|
|
|
17,375,000
|
|
||
Post retirement benefits liability
|
7,927,000
|
|
|
6,919,000
|
|
||
Total Liabilities
|
94,880,000
|
|
|
102,269,000
|
|
||
Commitments and Contingencies
|
—
|
|
|
—
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock — $0.01 par value, authorized shares - 10,000,000; no shares outstanding at December 31, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock — $0.01 par value, authorized shares - 20,000,000; outstanding shares: 7,877,945 at December 31, 2019 and 7,776,164 at December 31, 2018
|
79,000
|
|
|
78,000
|
|
||
Paid-in capital
|
34,772,000
|
|
|
33,208,000
|
|
||
Accumulated other comprehensive income, net of income taxes
|
1,370,000
|
|
|
2,117,000
|
|
||
Treasury stock — at cost, 3,806,355 shares at December 31, 2019 and 3,790,308 shares at December 31, 2018
|
(28,501,000
|
)
|
|
(28,403,000
|
)
|
||
Retained earnings
|
76,706,000
|
|
|
91,929,000
|
|
||
Total Stockholders’ Equity
|
84,426,000
|
|
|
98,929,000
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
179,306,000
|
|
|
$
|
201,198,000
|
|
|
Common Stock
Outstanding
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Treasury Stock
|
|
Retained
Earnings |
|
Total
Stockholders’
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2017
|
7,635,093
|
|
|
$
|
76,000
|
|
|
$
|
30,134,000
|
|
|
$
|
2,414,000
|
|
|
$
|
(27,781,000
|
)
|
|
$
|
91,923,000
|
|
|
$
|
96,766,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
5,459,000
|
|
|
5,459,000
|
|
|||||||||||
Cash dividends paid
|
|
|
|
|
|
|
|
|
|
|
(786,000
|
)
|
|
(786,000
|
)
|
|||||||||||
Change in post retirement benefits, net of tax benefit of $255,000
|
|
|
|
|
|
|
(509,000
|
)
|
|
|
|
|
|
(509,000
|
)
|
|||||||||||
Unrealized foreign currency hedge gain, net of tax of $2,000
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
3,000
|
|
|||||||||||
Adoption of Accounting Standards Update 2018-02
|
|
|
|
|
|
|
162,000
|
|
|
|
|
(162,000
|
)
|
|
—
|
|
||||||||||
Purchase of treasury stock
|
(19,533
|
)
|
|
|
|
|
|
|
|
(372,000
|
)
|
|
|
|
(372,000
|
)
|
||||||||||
Restricted stock vested
|
95,717
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
||||||||||
Share-based compensation
|
|
|
|
|
1,331,000
|
|
|
|
|
|
|
|
|
1,331,000
|
|
|||||||||||
Balance at December 31, 2017
|
7,711,277
|
|
|
$
|
77,000
|
|
|
$
|
31,465,000
|
|
|
$
|
2,070,000
|
|
|
$
|
(28,153,000
|
)
|
|
$
|
96,434,000
|
|
|
$
|
101,893,000
|
|
Impact of change in accounting policy
|
|
|
|
|
|
|
|
|
|
|
1,069,000
|
|
|
1,069,000
|
|
|||||||||||
Balance at January 1, 2018
|
7,711,277
|
|
|
77,000
|
|
|
31,465,000
|
|
|
2,070,000
|
|
|
(28,153,000
|
)
|
|
97,503,000
|
|
|
102,962,000
|
|
||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(4,782,000
|
)
|
|
(4,782,000
|
)
|
|||||||||||
Cash dividends paid
|
|
|
|
|
|
|
|
|
|
|
(792,000
|
)
|
|
(792,000
|
)
|
|||||||||||
Change in post retirement benefits, net of tax of $123,000
|
|
|
|
|
|
|
462,000
|
|
|
|
|
|
|
462,000
|
|
|||||||||||
Unrealized foreign currency hedge (loss), net of tax benefit of $87,000
|
|
|
|
|
|
|
(365,000
|
)
|
|
|
|
|
|
(365,000
|
)
|
|||||||||||
Change in interest rate swaps, net of tax benefit of $15,000
|
|
|
|
|
|
|
(50,000
|
)
|
|
|
|
|
|
(50,000
|
)
|
|||||||||||
Purchase of treasury stock
|
(17,180
|
)
|
|
|
|
|
|
|
|
(250,000
|
)
|
|
|
|
(250,000
|
)
|
||||||||||
Restricted stock vested
|
82,067
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
||||||||||
Share-based compensation
|
|
|
|
|
1,743,000
|
|
|
|
|
|
|
|
|
1,743,000
|
|
|||||||||||
Balance at December 31, 2018
|
7,776,164
|
|
|
$
|
78,000
|
|
|
$
|
33,208,000
|
|
|
$
|
2,117,000
|
|
|
$
|
(28,403,000
|
)
|
|
$
|
91,929,000
|
|
|
$
|
98,929,000
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(15,223,000
|
)
|
|
(15,223,000
|
)
|
|||||||||||
Change in post retirement benefits, net of tax benefit of $313,000
|
|
|
|
|
|
|
(1,168,000
|
)
|
|
|
|
|
|
(1,168,000
|
)
|
|||||||||||
Unrealized foreign currency hedge gain, net of tax of $286,000
|
|
|
|
|
|
|
916,000
|
|
|
|
|
|
|
916,000
|
|
|||||||||||
Change in interest rate swaps, net of tax benefit of $146,000
|
|
|
|
|
|
|
(495,000
|
)
|
|
|
|
|
|
(495,000
|
)
|
|||||||||||
Purchase of treasury stock
|
(16,047
|
)
|
|
|
|
|
|
|
|
(98,000
|
)
|
|
|
|
(98,000
|
)
|
||||||||||
Restricted stock vested
|
117,828
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
||||||||||
Share-based compensation
|
|
|
|
|
1,564,000
|
|
|
|
|
|
|
|
|
1,564,000
|
|
|||||||||||
Balance at December 31, 2019
|
7,877,945
|
|
|
$
|
79,000
|
|
|
$
|
34,772,000
|
|
|
$
|
1,370,000
|
|
|
$
|
(28,501,000
|
)
|
|
$
|
76,706,000
|
|
|
$
|
84,426,000
|
|
|
Years Ended
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(15,223,000
|
)
|
|
$
|
(4,782,000
|
)
|
|
$
|
5,459,000
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10,376,000
|
|
|
9,384,000
|
|
|
6,240,000
|
|
|||
Deferred income taxes
|
(873,000
|
)
|
|
(1,739,000
|
)
|
|
(597,000
|
)
|
|||
Goodwill impairment
|
4,100,000
|
|
|
2,403,000
|
|
|
—
|
|
|||
Mark-to-market of interest rate swap
|
67,000
|
|
|
159,000
|
|
|
—
|
|
|||
Share-based compensation
|
1,564,000
|
|
|
1,743,000
|
|
|
1,331,000
|
|
|||
Loss on foreign currency
|
33,000
|
|
|
5,000
|
|
|
8,000
|
|
|||
Change in operating assets and liabilities, net of effects of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
13,044,000
|
|
|
(17,945,000
|
)
|
|
(295,000
|
)
|
|||
Inventories
|
4,083,000
|
|
|
(5,783,000
|
)
|
|
(2,547,000
|
)
|
|||
Prepaid and other assets
|
2,587,000
|
|
|
(528,000
|
)
|
|
(2,934,000
|
)
|
|||
Accounts payable
|
(4,849,000
|
)
|
|
7,822,000
|
|
|
5,347,000
|
|
|||
Accrued and other liabilities
|
3,420,000
|
|
|
3,122,000
|
|
|
(4,719,000
|
)
|
|||
Post retirement benefits liability
|
(1,628,000
|
)
|
|
(389,000
|
)
|
|
(381,000
|
)
|
|||
Net cash (used in) provided by operating activities
|
16,701,000
|
|
|
(6,528,000
|
)
|
|
6,912,000
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(7,460,000
|
)
|
|
(5,801,000
|
)
|
|
(4,259,000
|
)
|
|||
Purchase of assets of Horizon Plastics
|
—
|
|
|
(63,005,000
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(7,460,000
|
)
|
|
(68,806,000
|
)
|
|
(4,259,000
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Gross borrowings on revolving loans
|
194,414,000
|
|
|
133,848,000
|
|
|
—
|
|
|||
Gross repayment on revolving loans
|
(199,782,000
|
)
|
|
(116,473,000
|
)
|
|
—
|
|
|||
Proceeds from term loan
|
—
|
|
|
45,000,000
|
|
|
—
|
|
|||
Payment of principal of term loan
|
(3,375,000
|
)
|
|
(10,125,000
|
)
|
|
(3,000,000
|
)
|
|||
Payment of deferred loan costs
|
(435,000
|
)
|
|
(763,000
|
)
|
|
—
|
|
|||
Payments related to the purchase of treasury stock
|
(98,000
|
)
|
|
(250,000
|
)
|
|
(372,000
|
)
|
|||
Cash dividends paid
|
—
|
|
|
(792,000
|
)
|
|
(786,000
|
)
|
|||
Net cash (used in) provided by financing activities
|
(9,276,000
|
)
|
|
50,445,000
|
|
|
(4,158,000
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
(35,000
|
)
|
|
(24,889,000
|
)
|
|
(1,505,000
|
)
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
1,891,000
|
|
|
26,780,000
|
|
|
28,285,000
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
1,856,000
|
|
|
$
|
1,891,000
|
|
|
$
|
26,780,000
|
|
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest (net of amounts capitalized)
|
$
|
3,869,000
|
|
|
$
|
2,261,000
|
|
|
$
|
247,000
|
|
Income taxes
|
$
|
1,284,000
|
|
|
$
|
1,033,000
|
|
|
$
|
2,411,000
|
|
Non Cash:
|
|
|
|
|
|
||||||
Fixed asset purchases in accounts payable
|
$
|
158,000
|
|
|
$
|
871,000
|
|
|
$
|
278,000
|
|
•
|
Reorganized the Company’s leadership through the hiring of a new Chief Executive Officer, Executive Vice President of Operations, and Executive Vice President of Human Resources
|
•
|
Improved operational management team through hiring of new plant managers at several of our plants to provide stronger leadership
|
•
|
Developed specific action plans focused on reducing material usage and improving labor productivity
|
•
|
Implemented business and financial management systems to monitor performance by plant and drive improvement through timely identification of operational challenges
|
•
|
Engaged Huron Consulting Services to evaluate the Company’s turnaround financial projections, review with management various strategic alternatives that could result in a financing arrangement supported by projected future performance and serve as the Company’s financial adviser to work through modification or refinancing of the existing A/R Credit Agreement
|
•
|
Engaged a third party firm to appraise the Company’s assets in order to assess the financing capacity available from those assets
|
•
|
Implemented IATF certification process, which is a quality management system that provides for continual improvement, defect prevention and reduction of variation and waste in manufacturing processes.
|
•
|
Implemented inventory management systems to reduce stock outage events which cause downtime and labor inefficiency
|
•
|
Implemented customer price increases where margin on product was not meeting profitability targets, and evaluated relationships with major customers to assess ongoing profitability of those relationships
|
•
|
Reduced debt outstanding on the revolving line of credit by negotiating improved payment terms with significant customers
|
•
|
Established revised commercial terms with Volvo to allow for continued supply of product and rescinded the supply termination notification communicated to Volvo in November 2019
|
•
|
Implemented cost saving measures and actions to align controllable spending and labor workforce to reduced sales volumes in the current truck market
|
•
|
Implementation of technical training programs specific to the Company’s products and processes
|
•
|
Improved free cash flow through reduction of working capital
|
•
|
Utilization of Kaizen techniques, process mapping and multi-functional problem solving teams to improve operational performance and reduce waste
|
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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
(15,223,000
|
)
|
|
$
|
(4,782,000
|
)
|
|
$
|
5,459,000
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — basic
|
7,830,000
|
|
|
7,750,000
|
|
|
7,690,000
|
|
|||
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
57,000
|
|
|||
Weighted average common and potentially issuable common shares outstanding — diluted
|
7,830,000
|
|
|
7,750,000
|
|
|
7,747,000
|
|
|||
|
|
|
|
|
|
||||||
Basic net income (loss) per common share
|
$
|
(1.94
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
0.71
|
|
Diluted net income (loss) per common share
|
$
|
(1.94
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
0.70
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Navistar product sales
|
$
|
54,798,000
|
|
|
$
|
52,347,000
|
|
|
$
|
39,609,000
|
|
Navistar tooling sales
|
2,084,000
|
|
|
2,806,000
|
|
|
159,000
|
|
|||
Total Navistar sales
|
56,882,000
|
|
|
55,153,000
|
|
|
39,768,000
|
|
|||
|
|
|
|
|
|
||||||
Volvo product sales
|
48,487,000
|
|
|
46,063,000
|
|
|
27,627,000
|
|
|||
Volvo tooling sales
|
262,000
|
|
|
97,000
|
|
|
8,089,000
|
|
|||
Total Volvo sales
|
48,749,000
|
|
|
46,160,000
|
|
|
35,716,000
|
|
|||
|
|
|
|
|
|
||||||
PACCAR product sales
|
44,543,000
|
|
|
38,027,000
|
|
|
26,481,000
|
|
|||
PACCAR tooling sales
|
1,525,000
|
|
|
6,425,000
|
|
|
2,932,000
|
|
|||
Total PACCAR sales
|
46,068,000
|
|
|
44,452,000
|
|
|
29,413,000
|
|
|||
|
|
|
|
|
|
|
|||||
UFP product sales
|
25,395,000
|
|
|
27,906,000
|
|
|
—
|
|
|||
UFP tooling sales
|
—
|
|
|
240,000
|
|
|
—
|
|
|||
Total UFP sales
|
25,395,000
|
|
|
28,146,000
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other product sales
|
95,764,000
|
|
|
91,874,000
|
|
|
54,906,000
|
|
|||
Other tooling sales
|
11,432,000
|
|
|
3,700,000
|
|
|
1,870,000
|
|
|||
Total other sales
|
107,196,000
|
|
|
95,574,000
|
|
|
56,776,000
|
|
|||
|
|
|
|
|
|
||||||
Total product sales
|
268,987,000
|
|
|
256,217,000
|
|
|
148,623,000
|
|
|||
Total tooling sales
|
15,303,000
|
|
|
13,268,000
|
|
|
13,050,000
|
|
|||
Total sales
|
$
|
284,290,000
|
|
|
$
|
269,485,000
|
|
|
$
|
161,673,000
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
178,953,000
|
|
|
$
|
181,207,000
|
|
|
$
|
103,513,000
|
|
Mexico
|
79,761,000
|
|
|
74,029,000
|
|
|
52,496,000
|
|
|||
Canada
|
16,988,000
|
|
|
12,494,000
|
|
|
5,664,000
|
|
|||
Other
|
8,588,000
|
|
|
1,755,000
|
|
|
—
|
|
|||
Total
|
$
|
284,290,000
|
|
|
$
|
269,485,000
|
|
|
$
|
161,673,000
|
|
|
2019
|
|
2018
|
||||
United States
|
$
|
39,132,000
|
|
|
$
|
37,778,000
|
|
Mexico
|
31,865,000
|
|
|
34,155,000
|
|
||
Canada
|
8,209,000
|
|
|
8,724,000
|
|
||
Total
|
$
|
79,206,000
|
|
|
$
|
80,657,000
|
|
|
2019
|
|
2018
|
||||
Land and land improvements
|
$
|
6,009,000
|
|
|
$
|
6,009,000
|
|
Buildings
|
43,375,000
|
|
|
43,042,000
|
|
||
Machinery and equipment
|
118,366,000
|
|
|
108,661,000
|
|
||
Tools, dies, and patterns
|
1,516,000
|
|
|
1,419,000
|
|
||
Additions in progress
|
1,615,000
|
|
|
5,014,000
|
|
||
Total
|
170,881,000
|
|
|
164,145,000
|
|
||
Less accumulated depreciation
|
(91,675,000
|
)
|
|
(83,488,000
|
)
|
||
Property, plant and equipment, net
|
$
|
79,206,000
|
|
|
$
|
80,657,000
|
|
|
December 31, 2019
|
||
Operating lease cost
|
$
|
1,430,000
|
|
Total net lease cost
|
$
|
1,430,000
|
|
|
December 31, 2019
|
||
Operating lease:
|
|
||
Current operating lease right of use assets
|
$
|
—
|
|
Noncurrent operating lease right of use assets
|
4,484,000
|
|
|
Total operating lease right of use assets
|
$
|
4,484,000
|
|
|
December 31, 2019
|
||
Current operating lease liabilities (A)
|
$
|
1,304,000
|
|
Noncurrent operating lease liabilities
|
3,119,000
|
|
|
Total operating lease liabilities
|
$
|
4,423,000
|
|
Weighted average discount rate:
|
|
|
Operating lease
|
4.9
|
%
|
|
December 31, 2019
|
||
Cash Paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flow from operating leases (B)
|
$
|
1,455,000
|
|
|
Operating Leases
|
||
2020
|
$
|
1,433,000
|
|
2021
|
1,174,000
|
|
|
2022
|
1,102,000
|
|
|
2023
|
1,000,000
|
|
|
2024
|
530,000
|
|
|
Total lease payments
|
5,239,000
|
|
|
Less:imputed interest
|
(816,000
|
)
|
|
Total lease obligations
|
4,423,000
|
|
|
Less:current obligations
|
(1,304,000
|
)
|
|
Long-term lease obligations
|
$
|
3,119,000
|
|
|
Operating Leases
|
||
2019
|
$
|
1,291,000
|
|
2020
|
1,099,000
|
|
|
2021
|
838,000
|
|
|
2022
|
766,000
|
|
|
2023
|
661,000
|
|
|
2024 and Thereafter
|
331,000
|
|
|
Total minimum lease payments
|
$
|
4,986,000
|
|
Accounts Receivable
|
|
$
|
7,677,000
|
|
Inventory
|
|
6,523,000
|
|
|
Other Current Assets
|
|
832,000
|
|
|
Property and Equipment
|
|
12,994,000
|
|
|
Intangibles
|
|
16,770,000
|
|
|
Goodwill
|
|
21,476,000
|
|
|
Accounts Payable
|
|
(3,181,000
|
)
|
|
Other Current Liabilities
|
|
(86,000
|
)
|
|
|
|
$
|
63,005,000
|
|
Acquired Intangible Assets
|
|
Estimated Fair Value
|
Estimated Useful Life (Years)
|
||
Non-competition Agreement
|
|
$
|
1,810,000
|
|
5
|
Trademarks
|
|
1,610,000
|
|
10
|
|
Developed Technology
|
|
4,420,000
|
|
7
|
|
Customer Relationships
|
|
8,930,000
|
|
12
|
|
Total
|
|
$
|
16,770,000
|
|
|
|
Pro forma for the year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net revenue
|
$
|
272,153,000
|
|
|
$
|
222,015,000
|
|
Net income (loss)
|
(3,788,000
|
)
|
|
8,121,000
|
|
||
Net income (loss) per common share:
|
|
|
|
||||
Basic
|
(0.49
|
)
|
|
1.06
|
|
||
Diluted
|
(0.49
|
)
|
|
1.05
|
|
|
Pro forma for the year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Depreciation expense
|
$
|
55,000
|
|
|
$
|
50,000
|
|
Amortization expense
|
78,000
|
|
|
1,876,000
|
|
||
Interest (income) expense
|
(208,000
|
)
|
|
1,705,000
|
|
||
Non-recurring transaction costs
|
(1,289,000
|
)
|
|
(596,000
|
)
|
||
Income tax expense (benefit)
|
253,000
|
|
|
(880,000
|
)
|
|
|
2019
|
|
2018
|
||||
Balance at beginning of year
|
|
$
|
21,476,000
|
|
|
$
|
2,403,000
|
|
Additions
|
|
—
|
|
|
21,476,000
|
|
||
Impairment
|
|
(4,100,000
|
)
|
|
(2,403,000
|
)
|
||
Balance at end of year
|
|
$
|
17,376,000
|
|
|
$
|
21,476,000
|
|
Definite-lived Intangible Assets
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade Name
|
|
25 Years
|
|
$
|
250,000
|
|
|
$
|
(48,000
|
)
|
|
$
|
202,000
|
|
Trademarks
|
|
10 Years
|
|
1,610,000
|
|
|
(315,000
|
)
|
|
1,295,000
|
|
|||
Non-competition Agreement
|
|
5 Years
|
|
1,810,000
|
|
|
(709,000
|
)
|
|
1,101,000
|
|
|||
Developed Technology
|
|
7 Years
|
|
4,420,000
|
|
|
(1,237,000
|
)
|
|
3,183,000
|
|
|||
Customer Relationships
|
|
10-12 Years
|
|
9,330,000
|
|
|
(1,647,000
|
)
|
|
7,683,000
|
|
|||
Total
|
|
|
|
$
|
17,420,000
|
|
|
$
|
(3,956,000
|
)
|
|
$
|
13,464,000
|
|
Definite-lived Intangible Assets
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade Name
|
|
25 Years
|
|
$
|
250,000
|
|
|
$
|
(38,000
|
)
|
|
$
|
212,000
|
|
Trademarks
|
|
10 Years
|
|
1,610,000
|
|
|
(154,000
|
)
|
|
1,456,000
|
|
|||
Non-competition Agreement
|
|
5 Years
|
|
1,810,000
|
|
|
(347,000
|
)
|
|
1,463,000
|
|
|||
Developed Technology
|
|
7 Years
|
|
4,420,000
|
|
|
(605,000
|
)
|
|
3,815,000
|
|
|||
Customer Relationships
|
|
10-12 Years
|
|
9,330,000
|
|
|
(863,000
|
)
|
|
8,467,000
|
|
|||
Total
|
|
|
|
$
|
17,420,000
|
|
|
$
|
(2,007,000
|
)
|
|
$
|
15,413,000
|
|
|
Amortization Expense
|
||
2020
|
$
|
1,949,000
|
|
2021
|
1,949,000
|
|
|
2022
|
1,949,000
|
|
|
2023
|
1,602,000
|
|
|
2024
|
1,587,000
|
|
|
2025 and thereafter
|
4,428,000
|
|
|
Total intangibles as of December 31, 2019
|
13,464,000
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Term loans payable, interest at a variable rate (6.30% and 4.34% at December 31, 2019 and 2018, respectively) with monthly payments of interest and quarterly payments of principal through January 2023.
|
$
|
38,250,000
|
|
|
$
|
41,625,000
|
|
Revolving loans, interest at a variable rate (6.04% and 4.39% at December 31, 2019 and 2018, respectively)
|
12,008,000
|
|
|
17,375,000
|
|
||
Total
|
50,258,000
|
|
|
59,000,000
|
|
||
Less deferred loan costs
|
(807,000
|
)
|
|
(611,000
|
)
|
||
Less current portion
|
(49,451,000
|
)
|
|
(3,230,000
|
)
|
||
Long-term debt
|
$
|
—
|
|
|
$
|
55,159,000
|
|
2020
|
$
|
49,451,000
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
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
|
349,885
|
|
|
$
|
10.62
|
|
|
141,095
|
|
|
$
|
16.79
|
|
|
158,261
|
|
|
$
|
14.55
|
|
Granted
|
135,268
|
|
|
7.65
|
|
|
315,429
|
|
|
11.32
|
|
|
84,643
|
|
|
19.17
|
|
|||
Vested
|
(117,828
|
)
|
|
13.81
|
|
|
(82,067
|
)
|
|
16.57
|
|
|
(95,717
|
)
|
|
15.25
|
|
|||
Forfeited
|
(23,406
|
)
|
|
15.02
|
|
|
(24,572
|
)
|
|
16.91
|
|
|
(6,092
|
)
|
|
17.93
|
|
|||
Unvested - end of year
|
343,919
|
|
|
$
|
9.37
|
|
|
349,885
|
|
|
$
|
10.62
|
|
|
141,095
|
|
|
$
|
16.79
|
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|||
Outstanding as of December 31, 2018
|
—
|
|
|
$
|
—
|
|
Granted
|
226,021
|
|
|
2.57
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Forfeited
|
(3,909
|
)
|
|
2.57
|
|
|
Outstanding at the period ended December 31, 2019
|
222,112
|
|
|
$
|
2.57
|
|
Exercisable at the period ended December 31, 2019
|
29,028
|
|
|
$
|
2.57
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal - US
|
$
|
—
|
|
|
$
|
11,000
|
|
|
$
|
1,993,000
|
|
Foreign
|
685,000
|
|
|
1,023,000
|
|
|
613,000
|
|
|||
State and local
|
20,000
|
|
|
14,000
|
|
|
24,000
|
|
|||
|
705,000
|
|
|
1,048,000
|
|
|
2,630,000
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
738,000
|
|
|
(1,355,000
|
)
|
|
(407,000
|
)
|
|||
Foreign
|
(1,824,000
|
)
|
|
(289,000
|
)
|
|
52,000
|
|
|||
State and local
|
26,000
|
|
|
(68,000
|
)
|
|
11,000
|
|
|||
|
(1,060,000
|
)
|
|
(1,712,000
|
)
|
|
(344,000
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(355,000
|
)
|
|
$
|
(664,000
|
)
|
|
$
|
2,286,000
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Provision at US federal statutory rate
|
$
|
(3,274,000
|
)
|
|
$
|
(1,145,000
|
)
|
|
$
|
2,634,000
|
|
Adjustments for US tax law changes
|
—
|
|
|
—
|
|
|
(185,000
|
)
|
|||
Valuation allowance
|
3,267,000
|
|
|
—
|
|
|
—
|
|
|||
Effect of foreign taxes
|
(209,000
|
)
|
|
213,000
|
|
|
(58,000
|
)
|
|||
Adoption of ASC 606
|
—
|
|
|
236,000
|
|
|
—
|
|
|||
State and local tax expense
|
(102,000
|
)
|
|
(54,000
|
)
|
|
35,000
|
|
|||
Other
|
(37,000
|
)
|
|
86,000
|
|
|
(140,000
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(355,000
|
)
|
|
$
|
(664,000
|
)
|
|
2,286,000
|
|
|
2019
|
|
2018
|
||||
Current asset (liability):
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
4,928,000
|
|
|
$
|
456,000
|
|
Interest limitation carryforwards
|
686,000
|
|
|
394,000
|
|
||
Accrued liabilities
|
477,000
|
|
|
568,000
|
|
||
Accounts receivable
|
108,000
|
|
|
521,000
|
|
||
Inventory
|
587,000
|
|
|
525,000
|
|
||
Other, net
|
(190,000
|
)
|
|
(446,000
|
)
|
||
Total current asset
|
6,596,000
|
|
|
2,018,000
|
|
||
|
|
|
|
||||
Non-current asset (liability):
|
|
|
|
||||
Property, plant, and equipment
|
(5,580,000
|
)
|
|
(3,941,000
|
)
|
||
Post retirement benefits
|
2,090,000
|
|
|
1,848,000
|
|
||
Goodwill and finite-lived assets, net
|
1,973,000
|
|
|
994,000
|
|
||
Other, net
|
214,000
|
|
|
234,000
|
|
||
Total non-current liability
|
(1,303,000
|
)
|
|
(865,000
|
)
|
||
Valuation allowance for deferred tax assets
|
(3,267,000
|
)
|
|
$
|
—
|
|
|
Total deferred tax asset (liability), net
|
$
|
2,026,000
|
|
|
$
|
1,153,000
|
|
•
|
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
|
||||||
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
8,076,000
|
|
|
$
|
9,050,000
|
|
Interest cost
|
285,000
|
|
|
277,000
|
|
||
Unrecognized loss (gain)
|
1,099,000
|
|
|
(910,000
|
)
|
||
Benefits paid, net
|
(300,000
|
)
|
|
(341,000
|
)
|
||
Benefit obligation at December 31
|
$
|
9,160,000
|
|
|
$
|
8,076,000
|
|
|
|
|
|
||||
Plan Assets
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Amounts recorded in accumulated other comprehensive income:
|
|
|
|
||||
Prior service credit
|
$
|
(5,610,000
|
)
|
|
$
|
(6,106,000
|
)
|
Net loss
|
3,634,000
|
|
|
2,652,000
|
|
||
Total
|
$
|
(1,976,000
|
)
|
|
$
|
(3,454,000
|
)
|
|
|
|
|
||||
Weighted-average assumptions as of December 31:
|
|
|
|
||||
Discount rate used to determine benefit obligation and net
periodic benefit cost
|
2.9
|
%
|
|
4.0
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pension expense:
|
|
|
|
|
|
||||||
Multi-employer plan
|
$
|
971,000
|
|
|
$
|
760,000
|
|
|
$
|
647,000
|
|
Defined contribution plans
|
1,258,000
|
|
|
1,059,000
|
|
|
752,000
|
|
|||
Total pension expense
|
2,229,000
|
|
|
1,819,000
|
|
|
1,399,000
|
|
|||
|
|
|
|
|
|
||||||
Health and life insurance:
|
|
|
|
|
|
||||||
Interest cost
|
285,000
|
|
|
277,000
|
|
|
298,000
|
|
|||
Amortization of prior service costs
|
(496,000
|
)
|
|
(496,000
|
)
|
|
(496,000
|
)
|
|||
Amortization of net loss
|
117,000
|
|
|
171,000
|
|
|
149,000
|
|
|||
Net periodic benefit cost
|
(94,000
|
)
|
|
(48,000
|
)
|
|
(49,000
|
)
|
|||
Total post retirement benefits expense
|
$
|
2,135,000
|
|
|
$
|
1,771,000
|
|
|
$
|
1,350,000
|
|
|
1- Percentage
Point Increase
|
|
1-Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
39,000
|
|
|
$
|
(33,000
|
)
|
Effect on post retirement benefit obligation
|
$
|
1,169,000
|
|
|
$
|
(997,000
|
)
|
Year
|
Postretirement Health Care Benefits Plan
|
||
2020
|
$
|
1,233,000
|
|
2021
|
470,000
|
|
|
2022
|
497,000
|
|
|
2023
|
519,000
|
|
|
2024
|
496,000
|
|
|
2025 - 2029
|
2,438,000
|
|
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
|
|
$
|
452,000
|
|
|
|
Accrued liabilities other
|
|
$
|
—
|
|
Notional contract values
|
|
|
15,358,000
|
|
|
|
|
|
—
|
|
||
Interest rate swaps
|
Other non-current assets
|
|
—
|
|
|
|
Other non-current liabilities
|
|
706,000
|
|
||
Notional swap values
|
|
|
$
|
—
|
|
|
|
|
|
$
|
29,750,000
|
|
|
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
|
|
$
|
750,000
|
|
Notional contract values
|
|
|
—
|
|
|
|
|
|
$
|
27,588,000
|
|
Interest rate swaps
|
Other non-current assets
|
|
—
|
|
|
|
Other non-current liabilities
|
|
$
|
65,000
|
|
Notional swap values
|
|
|
—
|
|
|
|
|
|
$
|
32,375,000
|
|
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
|
|||||
|
|
2019
|
2018
|
2017
|
|
|
2019
|
2018
|
2017
|
||
Foreign exchange contracts
|
|
$1,499,000
|
$(385,000)
|
$517,000
|
|
Cost of goods sold
|
|
$272,000
|
$68,000
|
$445,000
|
|
|
|
Selling, general and administrative expense
|
|
$25,000
|
$—
|
$67,000
|
|||||
Interest rate swaps
|
|
$(708,000)
|
$(223,000)
|
$—
|
|
Interest Expense
|
|
$(67,000)
|
$(159,000)
|
$—
|
|
Hedging Derivative Activities
|
|
Post Retirement Benefit Plan Items(A)
|
|
Total
|
||||||
2018:
|
|
|
|
|
|
||||||
Balance at January 1, 2018
|
$
|
(197,000
|
)
|
|
$
|
2,267,000
|
|
|
$
|
2,070,000
|
|
Other comprehensive income before reclassifications
|
(608,000
|
)
|
|
910,000
|
|
|
302,000
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
91,000
|
|
|
(325,000
|
)
|
|
(234,000
|
)
|
|||
Income tax (expense) benefit
|
102,000
|
|
|
(123,000
|
)
|
|
(21,000
|
)
|
|||
Balance at December 31, 2018
|
$
|
(612,000
|
)
|
|
$
|
2,729,000
|
|
|
$
|
2,117,000
|
|
|
|
|
|
|
|
||||||
2019:
|
|
|
|
|
|
||||||
Balance at January 1, 2019
|
$
|
(612,000
|
)
|
|
$
|
2,729,000
|
|
|
$
|
2,117,000
|
|
Other comprehensive income before reclassifications
|
791,000
|
|
|
(1,102,000
|
)
|
|
(311,000
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(230,000
|
)
|
|
(379,000
|
)
|
|
(609,000
|
)
|
|||
Income tax (expense) benefit
|
(140,000
|
)
|
|
313,000
|
|
|
173,000
|
|
|||
Balance at December 31, 2019
|
$
|
(191,000
|
)
|
|
$
|
1,561,000
|
|
|
$
|
1,370,000
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Total Year
|
||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
71,451,000
|
|
|
$
|
75,440,000
|
|
|
$
|
67,511,000
|
|
|
$
|
54,585,000
|
|
|
$
|
268,987,000
|
|
Tooling sales
|
815,000
|
|
|
5,807,000
|
|
|
7,144,000
|
|
|
1,537,000
|
|
|
15,303,000
|
|
|||||
Net sales
|
72,266,000
|
|
|
81,247,000
|
|
|
74,655,000
|
|
|
56,122,000
|
|
|
284,290,000
|
|
|||||
Gross margin
|
3,149,000
|
|
|
8,491,000
|
|
|
6,484,000
|
|
|
3,382,000
|
|
|
21,506,000
|
|
|||||
Operating income (loss)
|
(4,017,000
|
)
|
|
1,267,000
|
|
|
(4,657,000
|
)
|
|
(4,121,000
|
)
|
|
(11,528,000
|
)
|
|||||
Net income (loss)
|
(3,845,000
|
)
|
|
209,000
|
|
|
(6,125,000
|
)
|
|
(5,462,000
|
)
|
|
(15,223,000
|
)
|
|||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
(0.49
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.78
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(1.94
|
)
|
Diluted (1)
|
$
|
(0.49
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.78
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(1.94
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
59,712,000
|
|
|
$
|
65,225,000
|
|
|
$
|
62,305,000
|
|
|
$
|
68,975,000
|
|
|
$
|
256,217,000
|
|
Tooling sales
|
3,334,000
|
|
|
3,376,000
|
|
|
2,371,000
|
|
|
4,187,000
|
|
|
13,268,000
|
|
|||||
Net sales
|
63,046,000
|
|
|
68,601,000
|
|
|
64,676,000
|
|
|
73,162,000
|
|
|
269,485,000
|
|
|||||
Gross margin
|
7,885,000
|
|
|
7,897,000
|
|
|
4,862,000
|
|
|
6,497,000
|
|
|
27,141,000
|
|
|||||
Operating income (loss)
|
1,125,000
|
|
|
1,418,000
|
|
|
(1,487,000
|
)
|
|
(4,156,000
|
)
|
|
(3,100,000
|
)
|
|||||
Net income (loss)
|
518,000
|
|
|
445,000
|
|
|
(1,803,000
|
)
|
|
(3,942,000
|
)
|
|
(4,782,000
|
)
|
|||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.62
|
)
|
Diluted (1)
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.62
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
36,336,000
|
|
|
$
|
36,794,000
|
|
|
$
|
37,593,000
|
|
|
$
|
37,900,000
|
|
|
$
|
148,623,000
|
|
Tooling sales
|
410,000
|
|
|
10,574,000
|
|
|
901,000
|
|
|
1,165,000
|
|
|
13,050,000
|
|
|||||
Net sales
|
36,746,000
|
|
|
47,368,000
|
|
|
38,494,000
|
|
|
39,065,000
|
|
|
161,673,000
|
|
|||||
Gross margin
|
6,479,000
|
|
|
7,341,000
|
|
|
5,752,000
|
|
|
5,059,000
|
|
|
24,631,000
|
|
|||||
Operating income
|
2,554,000
|
|
|
3,173,000
|
|
|
1,394,000
|
|
|
820,000
|
|
|
7,941,000
|
|
|||||
Net income
|
1,688,000
|
|
|
2,162,000
|
|
|
855,000
|
|
|
754,000
|
|
|
5,459,000
|
|
|||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
0.22
|
|
|
$
|
0.28
|
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.71
|
|
Diluted (1)
|
$
|
0.22
|
|
|
$
|
0.28
|
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.70
|
|
CORE MOLDING TECHNOLOGIES, INC.
|
|
|
|
By
|
/s/ David L. Duvall
|
|
David L. Duvall
|
|
President and Chief Executive Officer
|
|
|
|
March 13, 2020
|
|
|
|
|
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, 2019
|
|
$
|
25,000
|
|
|
$
|
4,000
|
|
|
$
|
36,000
|
|
|
$
|
15,000
|
|
|
$
|
50,000
|
|
Year Ended December 31, 2018
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
Year Ended December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
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, 2019
|
|
$
|
2,344,000
|
|
|
$
|
1,316,000
|
|
|
$
|
—
|
|
|
$
|
3,184,000
|
|
|
$
|
476,000
|
|
Year Ended December 31, 2018
|
|
$
|
857,000
|
|
|
$
|
2,639,000
|
|
|
$
|
—
|
|
|
$
|
1,152,000
|
|
|
$
|
2,344,000
|
|
Year Ended December 31, 2017
|
|
$
|
309,000
|
|
|
$
|
981,000
|
|
|
$
|
—
|
|
|
$
|
433,000
|
|
|
$
|
857,000
|
|
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 Corporation1
|
|
|
|
|
|
|
|
2(a)(2)
|
|
Second Amendment to Asset Purchase Agreement dated December 16, 19961
|
|
|
|
|
|
|
|
2(b)(1)
|
|
Agreement and Plan of Merger dated as of November 1, 1996, between Core Molding Technologies, Inc. and RYMAC Mortgage Investment Corporation
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
2(c)
|
|
Asset Purchase Agreement dated as of October 10, 2001, between Core Molding Technologies, Inc. and Airshield Corporation
|
|
|
|
|
|
|
|
2(d)
|
|
Asset Purchase Agreement dated as of March 20, 2015, between Core Molding Technologies, Inc. and CPI Binani, Inc.
|
|
|
|
|
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2(e)
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Asset Purchase Agreement dated as of January 16, 2018 between 1137952 B.C. Ltd., Horizon Plastics International, Inc., 1541689 Ontario Inc., 2551024 Ontario Inc., Horizon Plastics de Mexico, S.A. de C.V., and Brian Read
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3(a)(1)
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Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996
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3(a)(2)
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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
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3(a)(3)
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Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 2002
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3(a)(4)
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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
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3(a)(5)
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Certificate of Elimination of the Series A Junior Participant Preferred Stock as filed with the Delaware Sec. of State on April 2, 2015
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3(b)(1)
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Amended and Restated By-Laws of Core Molding Technologies, Inc.
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3(b)(2)
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Amendment No. 1 to the Amended and Restated By-Laws of Core Molding Technologies, Inc.
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4(a)(1)
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Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996
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Exhibit No.
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Description
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Location
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4(a)(2)
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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
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4(a)(3)
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Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 2002
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4(a)(4)
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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
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4(a)(5)
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Certificate of Elimination of the Series A Junior Participant Preferred Stock as filed with the Delaware Sec. of State on April 2, 2015
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10(a)
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Supply Agreement, dated August 4, 2014 between Core Molding Technologies, Inc. and Core Composites Corporation and Navistar, Inc.3
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10(b)
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Amended and Restated Credit Agreement, dated as of January 16, 2018, among Core Molding Technologies, Inc., 1137925 B.C. Ltd., the lenders named therein, KeyBank National Association and KeyBanc Capital Markets Inc.
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10 (b)(1)
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First Amendment to A/R Credit Agreement, dated as of March 14, 2019, among Core Molding Technologies, Inc., Horizon Plastics International Inc., KeyBank National Association and the lenders named therein.
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10 (b)(2)
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Forbearance Agreement, dated as of November 22, 2019, March 14, 2019, among Core Molding Technologies, Inc., Horizon Plastics International Inc., the lenders named therein, KeyBank National Association and Core Composites Corporation
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10 (b)(3)
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First Amendment to Forbearance Agreement, dated as of March 13, 2020, among Core Molding Technologies, Inc., Horizon Plastics International Inc., the lenders named therein, KeyBank National Association and Core Composites Corporation
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10(c)
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Reimbursement Agreement, dated April 1, 1998, by and between Core Molding Technologies, Inc. and KeyBank National Association
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10(d)
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Core Molding Technologies, Inc. Employee Stock Purchase Plan2
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10(d)(1)
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2002 Core Molding Technologies, Inc. Employee Stock Purchase Plan (as amended May 17, 2006) 2
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10(e)
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Letter Agreement Regarding Terms and Conditions of Interest Rate Swap Agreement between KeyBank National Association and Core Molding Technologies, Inc.
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10(e)(1)
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Letter Agreement Regarding Terms and Conditions of Interest Rate Swap Agreement between KeyBank National Association and Core Molding Technologies, Inc.
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10(f)
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2006 Core Molding Technologies, Inc. Long Term Equity Incentive Plan as amended and restated effective May 12, 20172
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10(g)
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Core Molding Technologies, Inc. Executive Cash Incentive Plan2
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Exhibit No.
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Description
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Location
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10(h)
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Form of Amended and Restated Executive Severance Agreement between Core Molding Technologies, Inc. and certain executive officers2
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10(i)
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Form of Amended and Restated Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers2
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10(j)
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Form of Executive Severance Agreement between Core Molding Technologies, Inc. and certain executive officers2
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10(k)
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Form of Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers2
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10(l)
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Form of Award for Stock Appreciation Rights between Core Molding Technologies, Inc. and certain executive officers
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10(o)
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Form of Executive Employment Agreement, dated October 3, 2018, between David L. Duvall and Core Molding Technologies, Inc.
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11
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Computation of Net Income per Share
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21
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List of Subsidiaries
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23
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Consent of Crowe LLP
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24
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Powers of Attorney
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31(a)
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Section 302 Certification by David L. Duvall, President, Chief Executive Officer, and Director
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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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32(a)
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Certification of David L. Duvall, Chief Executive Officer of Core Molding Technologies, Inc., dated March 13, 2020, pursuant to 18 U.S.C. Section 1350
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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 13, 2020, pursuant to 18 U.S.C. Section 1350
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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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