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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% | 17.96 | 0 | 01:00:00 |
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þ
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QUARTERLY 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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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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September 30, 2016
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December 31, 2015
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||||
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(Unaudited)
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Assets:
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Current assets:
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||||
Cash and cash equivalents
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$
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24,311,000
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$
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8,943,000
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Accounts receivable (less allowance for doubtful accounts: September 30, 2016 - $1,000; December 31, 2015 - $40,000)
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21,190,000
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36,886,000
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Inventories:
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||||
Finished goods
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1,560,000
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1,646,000
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Work in process
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1,163,000
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1,516,000
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Raw materials and components
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8,602,000
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10,535,000
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Total inventories, net
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11,325,000
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13,697,000
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Deferred tax asset-current portion
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1,575,000
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1,598,000
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Foreign sales tax receivable
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226,000
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280,000
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Income taxes receivable
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—
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670,000
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Prepaid expenses and other current assets
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985,000
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610,000
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Total current assets
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59,612,000
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62,684,000
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Property, plant and equipment — net
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71,212,000
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74,103,000
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Goodwill
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2,403,000
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2,403,000
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Intangibles, net
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575,000
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613,000
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Total Assets
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$
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133,802,000
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$
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139,803,000
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Liabilities and Stockholders’ Equity:
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Current liabilities:
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Current portion of long-term debt
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3,000,000
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3,714,000
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Accounts payable
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9,704,000
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13,481,000
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Tooling in progress
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1,072,000
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2,271,000
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Current portion of post retirement benefits liability
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1,088,000
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1,088,000
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Accrued liabilities:
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Compensation and related benefits
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5,187,000
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8,474,000
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Taxes
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168,000
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203,000
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Other
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1,333,000
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1,919,000
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Total current liabilities
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21,552,000
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31,150,000
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Long-term debt
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7,500,000
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9,750,000
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Deferred tax liability
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2,252,000
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2,252,000
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Post retirement benefits liability
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7,890,000
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7,918,000
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Total Liabilities
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39,194,000
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51,070,000
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Commitments and Contingencies
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—
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—
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Stockholders’ Equity:
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Preferred stock — $0.01 par value, authorized shares — 10,000,000; outstanding shares: 0 at September 30, 2016 and December 31, 2015
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—
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—
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Common stock — $0.01 par value, authorized shares – 20,000,000; outstanding shares: 7,635,093 at September 30, 2016 and 7,596,500 at December 31, 2015
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76,000
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76,000
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Paid-in capital
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29,909,000
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29,147,000
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Accumulated other comprehensive income, net of income taxes
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2,513,000
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2,645,000
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Treasury stock
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(27,781,000
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)
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(27,647,000
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)
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Retained earnings
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89,891,000
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84,512,000
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Total Stockholders’ Equity
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94,608,000
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88,733,000
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Total Liabilities and Stockholders’ Equity
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$
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133,802,000
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$
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139,803,000
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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2016
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2015
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2016
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2015
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Net sales:
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Products
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$
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33,816,000
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$
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44,243,000
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$
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113,159,000
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$
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145,612,000
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Tooling
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7,520,000
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3,806,000
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12,651,000
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6,893,000
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Total net sales
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41,336,000
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48,049,000
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125,810,000
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152,505,000
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Total cost of sales
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35,755,000
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39,738,000
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105,043,000
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124,186,000
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Gross margin
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5,581,000
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8,311,000
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20,767,000
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28,319,000
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Total selling, general and administrative expense
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3,924,000
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4,409,000
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12,361,000
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13,294,000
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Operating Income
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1,657,000
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3,902,000
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8,406,000
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15,025,000
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Interest expense
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67,000
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95,000
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233,000
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237,000
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Income before taxes
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1,590,000
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3,807,000
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8,173,000
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14,788,000
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Income tax expense
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561,000
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1,323,000
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2,794,000
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5,069,000
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Net income
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$
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1,029,000
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$
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2,484,000
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$
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5,379,000
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$
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9,719,000
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Net income per common share:
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Basic
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$
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0.13
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$
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0.33
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$
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0.71
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$
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1.28
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Diluted
|
$
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0.13
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$
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0.33
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$
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0.70
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$
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1.27
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Weighted average shares outstanding:
|
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||||||||
Basic
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7,635,000
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7,597,000
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7,616,000
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7,578,000
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Diluted
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7,667,000
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7,625,000
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7,649,000
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7,623,000
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2016
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2015
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2016
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2015
|
||||||||
Net income
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$
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1,029,000
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$
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2,484,000
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$
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5,379,000
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$
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9,719,000
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|
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||||||||
Other comprehensive income:
|
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||||||||
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||||||||
Foreign currency hedge:
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|
||||||||
Unrealized foreign currency hedge gain
|
67,000
|
|
|
—
|
|
|
67,000
|
|
|
—
|
|
||||
Income tax expense
|
(23,000
|
)
|
|
—
|
|
|
(23,000
|
)
|
|
—
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|
||||
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|
||||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||||
Adjustment for amortization of losses included in net income
|
—
|
|
|
6,000
|
|
|
5,000
|
|
|
16,000
|
|
||||
Income tax expense
|
—
|
|
|
(2,000
|
)
|
|
(2,000
|
)
|
|
(5,000
|
)
|
||||
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|
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|
||||||||
Post retirement benefit plan adjustments:
|
|
|
|
|
|
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|
||||||||
Net actuarial loss
|
38,000
|
|
|
42,000
|
|
|
116,000
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|
126,000
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|
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Prior service costs
|
(124,000
|
)
|
|
(124,000
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)
|
|
(372,000
|
)
|
|
(372,000
|
)
|
||||
Income tax benefit
|
26,000
|
|
|
24,000
|
|
|
77,000
|
|
|
73,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
1,013,000
|
|
|
$
|
2,430,000
|
|
|
$
|
5,247,000
|
|
|
$
|
9,557,000
|
|
|
Common Stock
Outstanding
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Treasury Stock
|
|
Retained
Earnings |
|
Total
Stockholders’
Equity
|
|||||||||||||||
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Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2015
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7,596,500
|
|
|
$
|
76,000
|
|
|
$
|
29,147,000
|
|
|
$
|
2,645,000
|
|
|
$
|
(27,647,000
|
)
|
|
$
|
84,512,000
|
|
|
$
|
88,733,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
5,379,000
|
|
|
5,379,000
|
|
|||||||||||
Change in post retirement benefits, net of tax of $77,000
|
|
|
|
|
|
|
(179,000
|
)
|
|
|
|
|
|
(179,000
|
)
|
|||||||||||
Unrealized foreign currency hedge gain, net of tax of $23,000
|
|
|
|
|
|
|
44,000
|
|
|
|
|
|
|
44,000
|
|
|||||||||||
Change in interest rate swaps, net of tax of $2,000
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
3,000
|
|
|||||||||||
Purchase of treasury stock
|
(10,590
|
)
|
|
|
|
|
|
|
|
(134,000
|
)
|
|
|
|
(134,000
|
)
|
||||||||||
Excess tax expense - equity transaction
|
|
|
|
|
(16,000
|
)
|
|
|
|
|
|
|
|
(16,000
|
)
|
|||||||||||
Restricted stock vested
|
49,183
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Share-based compensation
|
|
|
|
|
778,000
|
|
|
|
|
|
|
|
|
778,000
|
|
|||||||||||
Balance at September 30, 2016
|
7,635,093
|
|
|
$
|
76,000
|
|
|
$
|
29,909,000
|
|
|
$
|
2,513,000
|
|
|
$
|
(27,781,000
|
)
|
|
$
|
89,891,000
|
|
|
$
|
94,608,000
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
5,379,000
|
|
|
$
|
9,719,000
|
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
4,658,000
|
|
|
4,506,000
|
|
||
Interest rate swaps — mark-to-market and amortization of losses
|
3,000
|
|
|
(14,000
|
)
|
||
Share-based compensation
|
778,000
|
|
|
605,000
|
|
||
(Gain) Loss on foreign currency translation and transactions
|
(51,000
|
)
|
|
56,000
|
|
||
Change in operating assets and liabilities, net of effects of acquisition:
|
|
|
|
||||
Accounts receivable
|
15,696,000
|
|
|
(3,088,000
|
)
|
||
Inventories
|
2,372,000
|
|
|
(323,000
|
)
|
||
Prepaid and other assets
|
(270,000
|
)
|
|
1,023,000
|
|
||
Accounts payable
|
(3,538,000
|
)
|
|
2,144,000
|
|
||
Taxes receivable
|
670,000
|
|
|
2,286,000
|
|
||
Accrued and other liabilities
|
(5,030,000
|
)
|
|
(6,941,000
|
)
|
||
Post retirement benefits liability
|
(284,000
|
)
|
|
(359,000
|
)
|
||
Net cash provided by operating activities
|
20,383,000
|
|
|
9,614,000
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(1,901,000
|
)
|
|
(4,041,000
|
)
|
||
Purchase of assets of CPI Binani Inc.
|
—
|
|
|
(14,512,000
|
)
|
||
Net cash used in investing activities
|
(1,901,000
|
)
|
|
(18,553,000
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Gross repayments on revolving line of credit
|
—
|
|
|
(10,102,000
|
)
|
||
Gross borrowings on revolving line of credit
|
—
|
|
|
7,334,000
|
|
||
Proceeds from term loan
|
—
|
|
|
15,500,000
|
|
||
Payment of principal on term loan
|
(2,250,000
|
)
|
|
(2,000,000
|
)
|
||
Payment of principal on capex loan
|
(714,000
|
)
|
|
(1,285,000
|
)
|
||
Excess tax (payable) benefit from equity plans
|
(16,000
|
)
|
|
148,000
|
|
||
Payments related to the purchase of treasury stock
|
(134,000
|
)
|
|
(287,000
|
)
|
||
Proceeds from issuance of common stock
|
—
|
|
|
19,000
|
|
||
Net cash (used in) provided by financing activities
|
(3,114,000
|
)
|
|
9,327,000
|
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
15,368,000
|
|
|
388,000
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
8,943,000
|
|
|
2,312,000
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
24,311,000
|
|
|
$
|
2,700,000
|
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest (net of amounts capitalized)
|
$
|
225,000
|
|
|
$
|
198,000
|
|
Income taxes
|
$
|
1,882,000
|
|
|
$
|
3,590,000
|
|
Non Cash:
|
|
|
|
||||
Fixed asset purchases in accounts payable
|
$
|
452,000
|
|
|
$
|
270,000
|
|
|
|||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
1,029,000
|
|
|
$
|
2,484,000
|
|
|
$
|
5,379,000
|
|
|
$
|
9,719,000
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — basic
|
7,635,000
|
|
|
7,597,000
|
|
|
7,616,000
|
|
|
7,578,000
|
|
||||
Effect of dilutive securities
|
32,000
|
|
|
28,000
|
|
|
33,000
|
|
|
45,000
|
|
||||
Weighted average common and potentially issuable common shares outstanding — diluted
|
7,667,000
|
|
|
7,625,000
|
|
|
7,649,000
|
|
|
7,623,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per common share
|
$
|
0.13
|
|
|
$
|
0.33
|
|
|
$
|
0.71
|
|
|
$
|
1.28
|
|
Diluted net income per common share
|
$
|
0.13
|
|
|
$
|
0.33
|
|
|
$
|
0.70
|
|
|
$
|
1.27
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Navistar product sales
|
$
|
9,575,000
|
|
|
$
|
12,219,000
|
|
|
$
|
31,304,000
|
|
|
$
|
38,520,000
|
|
Navistar tooling sales
|
470,000
|
|
|
2,325,000
|
|
|
1,166,000
|
|
|
3,373,000
|
|
||||
Total Navistar sales
|
10,045,000
|
|
|
14,544,000
|
|
|
32,470,000
|
|
|
41,893,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volvo product sales
|
6,337,000
|
|
|
13,080,000
|
|
|
23,465,000
|
|
|
41,720,000
|
|
||||
Volvo tooling sales
|
5,353,000
|
|
|
387,000
|
|
|
5,801,000
|
|
|
1,585,000
|
|
||||
Total Volvo sales
|
11,690,000
|
|
|
13,467,000
|
|
|
29,266,000
|
|
|
43,305,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
PACCAR product sales
|
6,887,000
|
|
|
8,409,000
|
|
|
18,434,000
|
|
|
27,567,000
|
|
||||
PACCAR tooling sales
|
18,000
|
|
|
63,000
|
|
|
3,454,000
|
|
|
819,000
|
|
||||
Total PACCAR sales
|
6,905,000
|
|
|
8,472,000
|
|
|
21,888,000
|
|
|
28,386,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Yamaha product sales
|
3,602,000
|
|
|
2,067,000
|
|
|
11,658,000
|
|
|
11,551,000
|
|
||||
Yamaha tooling sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Yamaha sales
|
3,602,000
|
|
|
2,067,000
|
|
|
11,658,000
|
|
|
11,551,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other product sales
|
7,415,000
|
|
|
8,468,000
|
|
|
28,298,000
|
|
|
26,254,000
|
|
||||
Other tooling sales
|
1,679,000
|
|
|
1,031,000
|
|
|
2,230,000
|
|
|
1,116,000
|
|
||||
Total other sales
|
9,094,000
|
|
|
9,499,000
|
|
|
30,528,000
|
|
|
27,370,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total product sales
|
33,816,000
|
|
|
44,243,000
|
|
|
113,159,000
|
|
|
145,612,000
|
|
||||
Total tooling sales
|
7,520,000
|
|
|
3,806,000
|
|
|
12,651,000
|
|
|
6,893,000
|
|
||||
Total sales
|
$
|
41,336,000
|
|
|
$
|
48,049,000
|
|
|
$
|
125,810,000
|
|
|
$
|
152,505,000
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Property, plant and equipment
|
$
|
139,885,000
|
|
|
$
|
137,996,000
|
|
Accumulated depreciation
|
(68,673,000
|
)
|
|
(63,893,000
|
)
|
||
Property, plant and equipment — net
|
$
|
71,212,000
|
|
|
$
|
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 September 30, 2016
|
|
$
|
2,403,000
|
|
Definite-lived Intangible Assets
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade Name
|
|
25 years
|
|
$
|
250,000
|
|
|
$
|
(15,000
|
)
|
|
$
|
235,000
|
|
Customer Relationships
|
|
10 years
|
|
400,000
|
|
|
(60,000
|
)
|
|
340,000
|
|
|||
|
|
|
|
$
|
650,000
|
|
|
$
|
(75,000
|
)
|
|
$
|
575,000
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Pension expense:
|
|
|
|
|
|
|
|
||||||||
Multi-employer plan
|
$
|
168,000
|
|
|
$
|
218,000
|
|
|
$
|
538,000
|
|
|
$
|
646,000
|
|
Defined contribution plan
|
165,000
|
|
|
222,000
|
|
|
578,000
|
|
|
629,000
|
|
||||
Total pension expense
|
333,000
|
|
|
440,000
|
|
|
1,116,000
|
|
|
1,275,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Health and life insurance:
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
81,000
|
|
|
79,000
|
|
|
243,000
|
|
|
237,000
|
|
||||
Amortization of prior service costs
|
(124,000
|
)
|
|
(124,000
|
)
|
|
(372,000
|
)
|
|
(372,000
|
)
|
||||
Amortization of net loss
|
38,000
|
|
|
42,000
|
|
|
116,000
|
|
|
126,000
|
|
||||
Net periodic benefit cost
|
(5,000
|
)
|
|
(3,000
|
)
|
|
(13,000
|
)
|
|
(9,000
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total post retirement benefits expense
|
$
|
328,000
|
|
|
$
|
437,000
|
|
|
$
|
1,103,000
|
|
|
$
|
1,266,000
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Term loan payable to Key Bank, interest at a variable rate (2.36% at September 30, 2016 and 2.24% at December 31, 2015) with monthly payments of interest and principal through March 2020.
|
$
|
10,500,000
|
|
|
$
|
12,750,000
|
|
Capex loan payable to Key Bank, interest at a variable rate (2.04% at December 31, 2015) with monthly payments of interest and principal through May 2016.
|
—
|
|
|
714,000
|
|
||
Total
|
10,500,000
|
|
|
13,464,000
|
|
||
Less current portion
|
(3,000,000
|
)
|
|
(3,714,000
|
)
|
||
Long-term debt
|
$
|
7,500,000
|
|
|
$
|
9,750,000
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested balance at December 31, 2015
|
112,907
|
|
|
$
|
16.86
|
|
Granted
|
121,092
|
|
|
12.55
|
|
|
Vested
|
(49,183
|
)
|
|
14.16
|
|
|
Forfeited
|
(28,426
|
)
|
|
15.93
|
|
|
Unvested balance at September 30, 2016
|
156,390
|
|
|
$
|
14.54
|
|
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
|
|
$
|
67,000
|
|
|
Accrued liabilities other
|
|
$
|
—
|
|
Notional contract values
|
|
|
$
|
5,772,000
|
|
|
|
|
$
|
—
|
|
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
|
|
|
2016
|
2015
|
||||||||||
Foreign exchange contracts
|
|
$
|
67,000
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
Sales, general and administrative expense
|
|
$
|
—
|
|
$
|
—
|
|
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
|
|
|
2016
|
2015
|
||||||||||
Foreign exchange contracts
|
|
$
|
67,000
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
Sales, general and administrative expense
|
|
$
|
—
|
|
$
|
—
|
|
2015:
|
Foreign Currency Derivative Activities
(A)
|
Post Retirement Benefit Plan Items
(B)
|
Accumulated Other Comprehensive Income
|
||||||
Balance at December 31, 2014
|
$
|
—
|
|
$
|
2,830,000
|
|
$
|
2,830,000
|
|
Other Comprehensive Income before reclassifications
|
—
|
|
—
|
|
—
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
(230,000
|
)
|
(230,000
|
)
|
|||
Income tax benefit
|
—
|
|
68,000
|
|
68,000
|
|
|||
Balance at September 30, 2015
|
$
|
—
|
|
$
|
2,668,000
|
|
$
|
2,668,000
|
|
|
|
|
|
||||||
2016:
|
|
|
|
||||||
Balance at December 31, 2015
|
$
|
—
|
|
$
|
2,645,000
|
|
$
|
2,645,000
|
|
Other Comprehensive Income before reclassifications
|
67,000
|
|
—
|
|
67,000
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
(251,000
|
)
|
(251,000
|
)
|
|||
Income tax benefit (expense)
|
(23,000
|
)
|
75,000
|
|
52,000
|
|
|||
Balance at September 30, 2016
|
$
|
44,000
|
|
$
|
2,469,000
|
|
$
|
2,513,000
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
|
|
CORE MOLDINGS TECHNOLOGIES, INC.
|
||
Date:
|
November 4, 2016
|
By:
|
/s/ Kevin L. Barnett
|
|
|
|
|
Kevin L. Barnett
|
|
|
|
|
President, Chief Executive Officer, and Director
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
November 4, 2016
|
By:
|
/s/ John P. Zimmer
|
|
|
|
|
John P. Zimmer
|
|
|
|
|
Vice President, Secretary, Treasurer and Chief Financial Officer
|
|
|
|
|
|
|
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 Current Report on 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 Current Report on 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 Current Report on Form 8-K filed July 19, 2007
|
|
|
|
|
|
3(a)(5)
|
|
Certificate of Elimination of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on April 2, 2015.
|
|
Incorporated by reference to Exhibit 3(a)(5) to Current Report on Form 8-K filed April 2, 2015
|
|
|
|
|
|
3(b)
|
|
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)(1)
|
|
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 Current Report on Form 8-K filed July 19, 2007
|
|
|
|
|
|
4(b)
|
|
Stockholder Rights Agreement dated as of July 18, 2007, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company
|
|
Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed July 19, 2007
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4(b)(1)
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Amendment No. 1 to Stockholder Rights Agreement, dated as of April 1, 2015, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company, LLC.
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Incorporated by reference to Exhibit 4(b)(1) to Current Report on Form 8-K filed April 2, 2015
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10(a)
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Severance Agreement and Release in Full, dated August 24, 2016, between William Ringling an Core Molding Technologies, Inc.
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Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 30, 2016
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11
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Computation of Net Income per Share
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Exhibit 11 omitted because the required information is Included in Notes to Financial Statement
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31(a)
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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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32(a)
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Certification of Kevin L. Barnett, Chief Executive Officer of Core Molding Technologies, Inc., dated November 4, 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 November 4, 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 as 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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