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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 | |
---|---|---|---|---|---|---|---|---|
-0.545 | -2.82% | 18.765 | 19.33 | 17.81 | 17.81 | 7,969 | 16:41:38 |
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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 of
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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Emerging growth company
o
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June 30, 2017
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(Unaudited)
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December 31, 2016
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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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31,062,000
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$
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28,285,000
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Accounts receivable (less allowance for doubtful accounts: $0 at June 30, 2017 and December 31, 2016)
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22,714,000
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19,551,000
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Inventories:
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||||
Finished goods
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2,275,000
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1,876,000
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Work in process
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1,478,000
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1,401,000
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Raw materials and components
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8,322,000
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7,635,000
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Total inventories, net
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12,075,000
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10,912,000
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Foreign sales tax receivable
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366,000
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228,000
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Prepaid expenses and other current assets
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1,571,000
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912,000
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Total current assets
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67,788,000
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59,888,000
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Property, plant and equipment — net
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68,640,000
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70,601,000
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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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538,000
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563,000
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Total Assets
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$
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139,369,000
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$
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133,455,000
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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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3,000,000
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Accounts payable
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11,131,000
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8,534,000
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Tooling in progress
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2,890,000
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1,084,000
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Current portion of post retirement benefits liability
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1,018,000
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1,018,000
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Accrued liabilities:
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||||
Compensation and related benefits
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4,089,000
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5,004,000
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Taxes
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798,000
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1,038,000
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Other
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1,174,000
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1,620,000
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Total current liabilities
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24,100,000
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21,298,000
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Long-term debt
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5,250,000
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6,750,000
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Deferred tax liability
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992,000
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992,000
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Post retirement benefits liability
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7,590,000
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7,649,000
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Total Liabilities
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37,932,000
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36,689,000
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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; no shares outstanding at June 30, 2017 and December 31, 2016
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—
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—
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Common stock — $0.01 par value, authorized shares – 20,000,000; outstanding shares: 7,711,277 at June 30, 2017 and 7,635,093 at December 31, 2016
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77,000
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76,000
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Paid-in capital
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30,924,000
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30,134,000
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Accumulated other comprehensive income, net of income taxes
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2,818,000
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2,414,000
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Treasury stock - at cost, 3,773,128 at June 30, 2017 and 3,753,595 at December 31, 2016
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(28,153,000
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)
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(27,781,000
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)
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Retained earnings
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95,771,000
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91,923,000
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Total Stockholders’ Equity
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101,437,000
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96,766,000
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Total Liabilities and Stockholders’ Equity
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$
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139,369,000
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$
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133,455,000
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Net sales:
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Products
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$
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36,794,000
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$
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36,813,000
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$
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73,130,000
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$
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79,343,000
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Tooling
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10,574,000
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2,193,000
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10,984,000
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5,131,000
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Total net sales
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47,368,000
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39,006,000
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84,114,000
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84,474,000
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Total cost of sales
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40,015,000
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32,683,000
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70,272,000
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69,288,000
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Gross margin
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7,353,000
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6,323,000
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13,842,000
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15,186,000
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Total selling, general and administrative expense
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4,168,000
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4,016,000
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8,093,000
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8,437,000
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Operating income
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3,185,000
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2,307,000
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5,749,000
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6,749,000
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Interest expense
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65,000
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74,000
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129,000
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166,000
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Income before taxes
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3,120,000
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2,233,000
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5,620,000
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6,583,000
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Income tax expense
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958,000
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773,000
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1,772,000
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2,233,000
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Net income
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$
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2,162,000
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$
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1,460,000
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$
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3,848,000
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$
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4,350,000
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Net income per common share:
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Basic
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$
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0.28
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$
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0.19
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$
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0.50
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$
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0.57
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Diluted
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$
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0.28
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$
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0.19
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$
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0.50
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$
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0.57
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Weighted average shares outstanding:
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||||||||
Basic
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7,687,000
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7,617,000
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7,669,000
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7,602,000
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|
||||
Diluted
|
7,752,000
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7,673,000
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7,730,000
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|
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7,640,000
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2017
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2016
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2017
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2016
|
||||||||
Net income
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$
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2,162,000
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$
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1,460,000
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$
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3,848,000
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$
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4,350,000
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||||||||
Other comprehensive income:
|
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|
||||||||
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||||||||
Foreign currency hedge:
|
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|
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|
||||||||
Unrealized foreign currency hedge gain
|
134,000
|
|
|
—
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|
|
796,000
|
|
|
—
|
|
||||
Income tax expense
|
(46,000
|
)
|
|
—
|
|
|
(271,000
|
)
|
|
—
|
|
||||
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|
|
|
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|
|
|
||||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
||||||||
Adjustment for amortization of losses included in net income
|
—
|
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|
|
|
|
—
|
|
|
5,000
|
|
||||
Income tax expense
|
—
|
|
|
|
|
|
—
|
|
|
(2,000
|
)
|
||||
|
|
|
|
|
|
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|
||||||||
Post retirement benefit plan adjustments:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
38,000
|
|
|
39,000
|
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|
75,000
|
|
|
78,000
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|
||||
Prior service costs
|
(124,000
|
)
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|
(124,000
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)
|
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(248,000
|
)
|
|
(248,000
|
)
|
||||
Income tax benefit
|
25,000
|
|
|
25,000
|
|
|
52,000
|
|
|
51,000
|
|
||||
|
|
|
|
|
|
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|
||||||||
Comprehensive income
|
$
|
2,189,000
|
|
|
$
|
1,400,000
|
|
|
$
|
4,252,000
|
|
|
$
|
4,234,000
|
|
|
Common Stock
Outstanding
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Treasury Stock
|
|
Retained
Earnings |
|
Total
Stockholders’
Equity
|
|||||||||||||||
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Shares
|
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Amount
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2016
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7,635,093
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|
|
$
|
76,000
|
|
|
$
|
30,134,000
|
|
|
$
|
2,414,000
|
|
|
$
|
(27,781,000
|
)
|
|
$
|
91,923,000
|
|
|
$
|
96,766,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
3,848,000
|
|
|
3,848,000
|
|
|||||||||||
Change in post retirement benefits, net of tax of $52,000
|
|
|
|
|
|
|
(121,000
|
)
|
|
|
|
|
|
(121,000
|
)
|
|||||||||||
Unrealized foreign currency hedge gain, net of tax of $271,000
|
|
|
|
|
|
|
525,000
|
|
|
|
|
|
|
525,000
|
|
|||||||||||
Purchase of treasury stock
|
(19,533
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)
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(372,000
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)
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(372,000
|
)
|
||||||||||
Restricted stock vested
|
95,717
|
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|
1,000
|
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|
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|
|
|
|
|
|
1,000
|
|
||||||||||
Share-based compensation
|
|
|
|
|
790,000
|
|
|
|
|
|
|
|
|
790,000
|
|
|||||||||||
Balance at June 30, 2017
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7,711,277
|
|
|
$
|
77,000
|
|
|
$
|
30,924,000
|
|
|
$
|
2,818,000
|
|
|
$
|
(28,153,000
|
)
|
|
$
|
95,771,000
|
|
|
$
|
101,437,000
|
|
|
Six Months Ended
|
||||||
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June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
3,848,000
|
|
|
$
|
4,350,000
|
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,209,000
|
|
|
3,145,000
|
|
||
Interest rate swaps — mark-to-market and amortization of losses
|
—
|
|
|
3,000
|
|
||
Share-based compensation
|
790,000
|
|
|
582,000
|
|
||
(Gain) on foreign currency translation and transactions
|
(1,000
|
)
|
|
(10,000
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(3,163,000
|
)
|
|
12,964,000
|
|
||
Inventories
|
(1,163,000
|
)
|
|
1,454,000
|
|
||
Prepaid and other assets
|
(304,000
|
)
|
|
(456,000
|
)
|
||
Accounts payable
|
2,756,000
|
|
|
(4,770,000
|
)
|
||
Taxes receivable
|
—
|
|
|
670,000
|
|
||
Accrued and other liabilities
|
290,000
|
|
|
(2,374,000
|
)
|
||
Post retirement benefits liability
|
(232,000
|
)
|
|
(147,000
|
)
|
||
Net cash provided by operating activities
|
6,030,000
|
|
|
15,411,000
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(1,381,000
|
)
|
|
(1,626,000
|
)
|
||
Net cash used in investing activities
|
(1,381,000
|
)
|
|
(1,626,000
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Payment of principal on term loan
|
(1,500,000
|
)
|
|
(1,500,000
|
)
|
||
Payment of principal on capex loan
|
—
|
|
|
(714,000
|
)
|
||
Excess tax (payable) benefit from equity plans
|
—
|
|
|
(16,000
|
)
|
||
Payments related to the purchase of treasury stock
|
(372,000
|
)
|
|
(134,000
|
)
|
||
Net cash used in financing activities
|
(1,872,000
|
)
|
|
(2,364,000
|
)
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
2,777,000
|
|
|
11,421,000
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
28,285,000
|
|
|
8,943,000
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
31,062,000
|
|
|
$
|
20,364,000
|
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
129,000
|
|
|
$
|
157,000
|
|
Income taxes
|
$
|
2,212,000
|
|
|
$
|
1,409,000
|
|
Non Cash:
|
|
|
|
||||
Fixed asset purchases in accounts payable
|
$
|
158,000
|
|
|
$
|
51,000
|
|
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
2,162,000
|
|
|
$
|
1,460,000
|
|
|
$
|
3,848,000
|
|
|
$
|
4,350,000
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — basic
|
7,687,000
|
|
|
7,617,000
|
|
|
7,669,000
|
|
|
7,602,000
|
|
||||
Effect of dilutive securities
|
65,000
|
|
|
56,000
|
|
|
61,000
|
|
|
38,000
|
|
||||
Weighted average common and potentially issuable common shares outstanding — diluted
|
7,752,000
|
|
|
7,673,000
|
|
|
7,730,000
|
|
|
7,640,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per common share
|
$
|
0.28
|
|
|
$
|
0.19
|
|
|
$
|
0.50
|
|
|
$
|
0.57
|
|
Diluted net income per common share
|
$
|
0.28
|
|
|
$
|
0.19
|
|
|
$
|
0.50
|
|
|
$
|
0.57
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Navistar product sales
|
$
|
9,919,000
|
|
|
$
|
10,844,000
|
|
|
$
|
19,175,000
|
|
|
$
|
21,729,000
|
|
Navistar tooling sales
|
60,000
|
|
|
691,000
|
|
|
78,000
|
|
|
696,000
|
|
||||
Total Navistar sales
|
9,979,000
|
|
|
11,535,000
|
|
|
19,253,000
|
|
|
22,425,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volvo product sales
|
7,548,000
|
|
|
8,274,000
|
|
|
12,783,000
|
|
|
17,128,000
|
|
||||
Volvo tooling sales
|
7,548,000
|
|
|
26,000
|
|
|
7,579,000
|
|
|
448,000
|
|
||||
Total Volvo sales
|
15,096,000
|
|
|
8,300,000
|
|
|
20,362,000
|
|
|
17,576,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
PACCAR product sales
|
6,391,000
|
|
|
5,395,000
|
|
|
11,852,000
|
|
|
11,547,000
|
|
||||
PACCAR tooling sales
|
2,692,000
|
|
|
1,215,000
|
|
|
2,882,000
|
|
|
3,436,000
|
|
||||
Total PACCAR sales
|
9,083,000
|
|
|
6,610,000
|
|
|
14,734,000
|
|
|
14,983,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
BRP product sales
|
3,690,000
|
|
|
2,417,000
|
|
|
8,401,000
|
|
|
6,366,000
|
|
||||
BRP tooling sales
|
85,000
|
|
|
—
|
|
|
108,000
|
|
|
—
|
|
||||
Total BRP sales
|
3,775,000
|
|
|
2,417,000
|
|
|
8,509,000
|
|
|
6,366,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Yamaha product sales
|
2,811,000
|
|
|
2,610,000
|
|
|
8,124,000
|
|
|
8,056,000
|
|
||||
Yamaha tooling sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Yamaha sales
|
2,811,000
|
|
|
2,610,000
|
|
|
8,124,000
|
|
|
8,056,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other product sales
|
6,435,000
|
|
|
7,273,000
|
|
|
12,795,000
|
|
|
14,517,000
|
|
||||
Other tooling sales
|
189,000
|
|
|
261,000
|
|
|
337,000
|
|
|
551,000
|
|
||||
Total other sales
|
6,624,000
|
|
|
7,534,000
|
|
|
13,132,000
|
|
|
15,068,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total product sales
|
36,794,000
|
|
|
36,813,000
|
|
|
73,130,000
|
|
|
79,343,000
|
|
||||
Total tooling sales
|
10,574,000
|
|
|
2,193,000
|
|
|
10,984,000
|
|
|
5,131,000
|
|
||||
Total sales
|
$
|
47,368,000
|
|
|
$
|
39,006,000
|
|
|
$
|
84,114,000
|
|
|
$
|
84,474,000
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Property, plant and equipment
|
$
|
141,881,000
|
|
|
$
|
140,658,000
|
|
Accumulated depreciation
|
(73,241,000
|
)
|
|
(70,057,000
|
)
|
||
Property, plant and equipment — net
|
$
|
68,640,000
|
|
|
$
|
70,601,000
|
|
Definite-lived Intangible Assets
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade Name
|
|
25 years
|
|
$
|
250,000
|
|
|
$
|
(22,000
|
)
|
|
$
|
228,000
|
|
Customer Relationships
|
|
10 years
|
|
400,000
|
|
|
(90,000
|
)
|
|
310,000
|
|
|||
|
|
|
|
$
|
650,000
|
|
|
$
|
(112,000
|
)
|
|
$
|
538,000
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Pension expense:
|
|
|
|
|
|
|
|
||||||||
Multi-employer plan
|
$
|
169,000
|
|
|
$
|
183,000
|
|
|
$
|
326,000
|
|
|
$
|
370,000
|
|
Defined contribution plan
|
188,000
|
|
|
195,000
|
|
|
395,000
|
|
|
413,000
|
|
||||
Total pension expense
|
357,000
|
|
|
378,000
|
|
|
721,000
|
|
|
783,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Health and life insurance:
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
74,000
|
|
|
81,000
|
|
|
149,000
|
|
|
162,000
|
|
||||
Amortization of prior service costs
|
(124,000
|
)
|
|
(124,000
|
)
|
|
(248,000
|
)
|
|
(248,000
|
)
|
||||
Amortization of net loss
|
38,000
|
|
|
39,000
|
|
|
75,000
|
|
|
78,000
|
|
||||
Net periodic benefit cost
|
(12,000
|
)
|
|
(4,000
|
)
|
|
(24,000
|
)
|
|
(8,000
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total post retirement benefits expense
|
$
|
345,000
|
|
|
$
|
374,000
|
|
|
$
|
697,000
|
|
|
$
|
775,000
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Term loan payable to Key Bank, interest at a variable rate (3.05% at June 30, 2017 and 2.55% at December 31, 2016) with monthly payments of interest and principal through March 2020.
|
$
|
8,250,000
|
|
|
$
|
9,750,000
|
|
Revolving line of credit
|
—
|
|
|
—
|
|
||
Total
|
8,250,000
|
|
|
9,750,000
|
|
||
Less current portion
|
(3,000,000
|
)
|
|
(3,000,000
|
)
|
||
Long-term debt
|
$
|
5,250,000
|
|
|
$
|
6,750,000
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested balance at December 31, 2016
|
158,261
|
|
|
$
|
14.55
|
|
Granted
|
84,643
|
|
|
19.17
|
|
|
Vested
|
(95,717
|
)
|
|
15.12
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Unvested balance at June 30, 2016
|
147,187
|
|
|
$
|
16.84
|
|
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
|
||||||||||
|
June 30, 2017
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign exchange contracts
|
Prepaid expense other current assets
|
|
$
|
493,000
|
|
|
Accrued liabilities other
|
|
$
|
—
|
|
Notional contract values
|
|
|
$
|
7,177,000
|
|
|
|
|
$
|
—
|
|
|
December 31, 2016
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign exchange contracts
|
Prepaid expense other current assets
|
|
$
|
—
|
|
|
Accrued liabilities other
|
|
$
|
303,000
|
|
Notional contract values
|
|
|
$
|
—
|
|
|
|
|
$
|
6,502,000
|
|
Derivatives in subtopic 815-20 Cash Flow Hedging Relationship
|
|
Amount of Unrealized Gain or (Loss) Recognized in Accumulated other Comprehensive Income on Derivative
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income
(A)
|
|
Amount of Realized Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income
|
|||||||||||
|
|
2017
|
2016
|
|
|
2017
|
2016
|
||||||||||
Foreign exchange contracts
|
|
$
|
299,000
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
$
|
144,000
|
|
$
|
—
|
|
|
|
|
Sales, general and administrative expense
|
|
$
|
21,000
|
|
$
|
—
|
|
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
|
|||||||||||
|
|
2017
|
2016
|
|
|
2017
|
2016
|
||||||||||
Foreign exchange contracts
|
|
$
|
941,000
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
$
|
126,000
|
|
$
|
—
|
|
|
|
|
Sales, general and administrative expense
|
|
$
|
19,000
|
|
$
|
—
|
|
2016:
|
Foreign Currency Derivative Activities
(A)
|
Post Retirement Benefit Plan Items
(B)
|
Accumulated Other Comprehensive Income
|
||||||
Balance at December 31, 2015
|
$
|
—
|
|
$
|
2,645,000
|
|
$
|
2,645,000
|
|
Other Comprehensive Income before reclassifications
|
—
|
|
—
|
|
—
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
(165,000
|
)
|
(165,000
|
)
|
|||
Income tax benefit
|
—
|
|
49,000
|
|
49,000
|
|
|||
Balance at June 30, 2016
|
$
|
—
|
|
$
|
2,529,000
|
|
$
|
2,529,000
|
|
|
|
|
|
||||||
2017:
|
|
|
|
||||||
Balance at December 31, 2016
|
$
|
(200,000
|
)
|
$
|
2,614,000
|
|
$
|
2,414,000
|
|
Other Comprehensive Income before reclassifications
|
941,000
|
|
—
|
|
941,000
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(145,000
|
)
|
(173,000
|
)
|
(318,000
|
)
|
|||
Income tax benefit (expense)
|
(271,000
|
)
|
52,000
|
|
(219,000
|
)
|
|||
Balance at June 30, 2017
|
$
|
325,000
|
|
$
|
2,493,000
|
|
$
|
2,818,000
|
|
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
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number that May Yet be Purchased Under the Plans or Programs
|
||||
April 1 to 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
May 1 to 31, 2017
|
|
17,936
|
|
|
19.27
|
|
|
—
|
|
|
—
|
|
June 1 to 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
|
|
CORE MOLDING TECHNOLOGIES, INC.
|
||
Date:
|
August 4, 2017
|
By:
|
/s/ Kevin L. Barnett
|
|
|
|
|
Kevin L. Barnett
|
|
|
|
|
President, Chief Executive Officer, and Director
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
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
|
|
|
|
|
|
|
|
2(a)(2)
|
|
Second Amendment to Asset Purchase Agreement dated December 16, 1996
1
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
3(a)(1)
|
|
Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
3(a)(3)
|
|
Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 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
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
3(b)
|
|
Amended and Restated By-Laws of Core Molding Technologies, Inc.
|
|
|
|
|
|
|
|
3(b)(1)
|
|
Amendment No. 1 to the Amended and Restated By-Laws of Core Molding Technologies, Inc.
|
|
|
|
|
|
|
|
4(a)(1)
|
|
Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
4(a)(3)
|
|
Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 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
|
|
|
|
|
|
|
|
4(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
|
|
|
|
|
|
|
|
11
|
|
Computation of Net Income per Share
|
|
|
|
|
|
|
|
31(a)
|
|
Section 302 Certification by Kevin L. Barnett, President, Chief Executive Officer, and Director
|
|
|
|
|
|
|
|
31(b)
|
|
Section 302 Certification by John P. Zimmer, Vice President, Secretary, Treasurer, and Chief Financial Officer
|
|
|
|
|
|
|
|
32(a)
|
|
Certification of Kevin L. Barnett, Chief Executive Officer of Core Molding Technologies, Inc., dated August 4, 2017, pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
32(b)
|
|
Certification of John P. Zimmer, Chief Financial Officer of Core Molding Technologies, Inc., dated August 4, 2017, pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed Herein
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed Herein
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
Filed Herein
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
Filed Herein
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
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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1 Year Core Molding Technologies Chart |
1 Month Core Molding Technologies Chart |
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