1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to ------------- ------------- Commission File Number 001-12505 CORE MATERIALS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 31-1481870 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) incorporation or organization) 800 Manor Park Drive, P.O. Box 28183 Columbus, Ohio 43228-0183 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (614) 870-5000 -------------- N/A - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] NO [ ] As of May 1, 2000, the latest practicable date, 9,778,680 shares of the registrant's common shares were issued and outstanding. 2 PART 1 - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CORE MATERIALS CORPORATION BALANCE SHEETS MARCH 31, DECEMBER 31, 2000 1999 ------------ ------------ (UNAUDITED) ASSETS Cash and cash equivalents $ 335,814 $ 1,128,868 Accounts receivable (less allowance for doubtful accounts: March 31, 2000 - $461,000; December 31, 1999 - $431,000) 21,012,147 19,714,554 Inventories: Finished and work in process goods 2,156,558 2,929,515 Stores 2,508,435 2,513,062 ------------ ------------ Total inventories 4,664,993 5,442,577 Deferred tax asset 1,069,914 1,069,914 Prepaid expenses and other current assets 438,424 184,127 ------------ ------------ Total current assets 27,521,292 27,540,040 Property, plant and equipment 41,023,103 39,667,232 Accumulated depreciation (14,035,139) (13,461,300) ------------ ------------ Property, plant and equipment - net 26,987,964 26,205,932 Deferred tax asset - net 11,540,597 11,890,677 Mortgage-backed security investment 1,902,193 1,909,295 Other assets 425,206 436,539 ------------ ------------ TOTAL $ 68,377,252 $ 67,982,483 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Current liabilities Current portion long-term debt $ 310,000 $ 305,000 Accounts payable 9,981,786 11,067,668 Accrued liabilities: Compensation and related benefits 1,940,975 1,355,288 Interest 474,138 892,477 Other accrued liabilities 2,345,638 1,923,143 ------------ ------------ Total current liabilities 15,052,537 15,543,576 Long-term debt 26,620,150 26,700,150 Deferred long-term gain 2,802,437 2,915,825 Postretirement benefits liability 4,157,069 3,899,936 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock - $0.01 par value, authorized shares - 20,000,000; 97,787 97,787 Outstanding shares: March 31, 2000 - 9,778,680, December 31, 1999 - 9,778,680 Paid-in capital 19,251,392 19,251,392 Retained earnings (deficit) 395,880 (426,183) ------------ ------------ Total stockholders' equity 19,745,059 18,922,996 ------------ ------------ TOTAL $ 68,377,252 $ 67,982,483 ============ ============ See notes to financial statements. 2 3 CORE MATERIALS CORPORATION STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31 --------------------------------- 2000 1999 ------------ ------------ NET SALES: International $ 17,435,970 $ 16,239,024 Yamaha 4,646,399 4,166,748 Other 3,830,287 2,025,943 ------------ ------------ Total Sales 25,912,656 22,431,715 ------------ ------------ Cost of Sales 21,160,263 17,775,138 Postretirement benefits expense 283,905 255,591 ------------ ------------ Total cost of sales 21,444,168 18,030,729 ------------ ------------ GROSS MARGIN 4,468,488 4,400,986 ------------ ------------ Selling, general and administrative expense 2,621,497 2,052,313 Postretirement benefits expense 54,077 33,861 ------------ ------------ Total selling, general and administrative expense 2,675,574 2,086,174 INCOME BEFORE INTEREST AND TAXES 1,792,914 2,314,812 Interest income 51,949 89,275 Interest expense (441,784) (407,697) ------------ ------------ INCOME BEFORE INCOME TAXES 1,403,079 1,996,390 Income taxes: Current 230,936 328,337 Deferred 350,080 498,170 ------------ ------------ Total income taxes 581,016 826,507 ------------ ------------ NET INCOME $ 822,063 $ 1,169,883 ============ ============ NET INCOME PER COMMON SHARE: Basic $ 0.08 $ 0.12 ============ ============ Diluted $ 0.08 $ 0.12 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 9,778,680 9,778,680 ============ ============ Diluted 9,778,680 9,880,682 ============ ============ See notes to financial statements 3 4 CORE MATERIALS CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) TOTAL COMMON STOCK OUTSTANDING PAID-IN RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY ----------- ----------- ----------- ----------- ------------- BALANCE AT JANUARY 1, 2000 9,778,680 $ 97,787 $19,251,392 $ (426,183) $18,922,996 Net Income 822,063 822,063 ----------- ----------- ----------- ----------- ----------- BALANCE AT MARCH 31, 2000 9,778,680 $ 97,787 $19,251,392 $ 395,880 $19,745,059 =========== =========== =========== =========== =========== See notes to financial statements. 4 5 CORE MATERIALS CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31 -------------------------------------- 2000 1999 ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 822,063 $ 1,169,883 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 585,172 498,856 Deferred income taxes 350,080 498,170 Amortization of gain on sale/leaseback transaction (113,388) (113,389) Change in operating assets and liabilities: Accounts receivable (1,297,593) (745,308) Inventories 777,584 (714,696) Prepaid and other assets (254,297) (244,516) Accounts payable (1,085,882) 866,994 Accrued and other liabilities 589,843 (305,924) Postretirement benefits liability 257,133 217,766 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 630,715 1,127,836 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (1,355,871) (1,240,246) Proceeds from maturities on mortgage-backed security investment 7,102 410,471 ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (1,348,769) (829,775) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of principal on industrial revenue bond (75,000) (70,000) ----------- ----------- NET CASH USED IN FINANCING ACTIVITIES (75,000) (70,000) ----------- ----------- NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (793,054) 228,061 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,128,868 3,117,085 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 335,814 $ 3,345,146 =========== =========== CASH PAID/ (REFUNDED) FOR: Interest (net of amounts capitalized) $ 835,798 $ 720,315 Income Taxes $ (84,666) $ 240,000 See notes to financial statements. 5 6 CORE MATERIALS CORPORATION NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10Q and include all of the information and disclosures required by generally accepted accounting principles for interim reporting, which are less than those required for annual reporting. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of Core Materials Corporation ("Core Materials") at March 31, 2000, and the results of operations and cash flows. The "Notes to Financial Statements" which are contained in the 2000 Annual Report to shareholders should be read in conjunction with these Financial Statements. Certain reclassifications have been made to prior year's amounts to conform with the classifications of such amounts for 2000. Core Materials Corporation ("Core Materials") was formed on October 8, 1996 by RYMAC Mortgage Investment Corporation ("RYMAC"), as a wholly owned subsidiary, for the purpose of acquiring substantially all of the assets and assuming certain of the liabilities of Columbus Plastics Operation ("Columbus Plastics"), an operating unit of Navistar International Transportation Corp. (now known as International Truck and Engine Corporation, "International"). On December 31, 1996, RYMAC merged into its wholly owned subsidiary, Core Materials, by converting each outstanding common share of RYMAC into the right to receive one common share of Core Materials, with Core Materials as the surviving corporation and continuing registrant. Simultaneously, on December 31, 1996, Core Materials purchased substantially all of the assets and assumed certain liabilities of Columbus Plastics. Core Materials operates principally in one business segment as a compounder and compression molder of Sheet Molding Composites ("SMC") fiberglass reinforced plastics. Core Materials produces and sells both SMC compound and molded products for varied markets including the automotive and trucking industries, recreational vehicles and commercial and industrial products. 2. RESTRICTED CASH Included in cash at March 31, 2000, is $327,000 which is restricted pursuant to the terms of the Industrial Revenue Bond which was issued in May, 1998. This restriction will be removed as Core Materials incurs and submits for reimbursement qualified expenditures related to the project for which the bond was issued. 3. EARNINGS PER COMMON SHARE Basic earnings per common share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed similarly but include the effect of the exercise of stock options under the treasury stock method. In calculating net income per share for the three months ended March 31, 2000, stock options had no effect on the weighted average shares for the computation of diluted income per share and consequently basic and diluted net income per share were the same. In calculating net income per share for the three months ended March 31, 1999, weighted average shares increased for the computation of diluted income per share by 102,002, due to the effect of stock options which had no effect on net income per share. 6 7 4. COMMITMENTS AND CONTINGENCIES At March 31, 2000, Core Materials had remaining outstanding commitments for the purchase of machinery and equipment of $852,000. 7 8 PART I - FINANCIAL INFORMATION ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements under this caption of this Annual Report on Form 10-K constitute "forward-looking statements" which involve certain risks and uncertainties. Core Materials' actual results may differ significantly from those discussed in the forward-looking statements. Factors that may cause such a difference include, but are not limited to: business conditions in the plastics, transportation, recreation and consumer products industries, the general economy, competitive factors, the dependence on two major customers, the recent efforts of Core Materials to expand its customer base, new technologies, regulatory requirements, labor relations, the loss or inability to attract key personnel, ramp up of the Company's South Carolina facility, the availability of capital and management's decisions to pursue new products or businesses which involve additional cost risks or capital expenditures OVERVIEW On December 31, 1996, Core Materials acquired all of the assets and assumed certain liabilities of Columbus Plastics, a wholly owned operating unit of International's truck manufacturing division since its formation in late 1980. Core Materials manufactures high quality compression SMC fiberglass reinforced parts. The demand for Core Materials' products is affected by economic conditions in the United States and Canada. Core Materials' manufacturing operations have a significant fixed cost component. Accordingly, during periods of changing demands, the profitability of Core Materials' operations may change proportionately more than revenues from operations. At the time of the acquisition of Columbus Plastics, International and Core Materials entered into a Comprehensive Supply Agreement with an initial term of five years. Under the terms of the Comprehensive Supply Agreement, Core Materials became the primary supplier of International's original equipment and service requirements for fiberglass reinforced parts using the SMC process. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2000 AS COMPARED TO THREE MONTHS ENDED MARCH 31, 1999 Net sales for the three months ended March 31, 2000, totaled $25,913,000 up 16% from the $22,432,000 reported for the three months ended March 31, 1999. Sales to International increased by 7% to $17,436,000 from $16,239,000 for the three months ended March 31, 1999. The increase in sales to International related primarily to sales to its Mexican facility and to sales of service parts. Sales to Yamaha increased for the three months ended March 31, 2000 by 11% to $4,646,000 compared with $4,167,000 for the three months ended March 31, 1999. The increase in sales to Yamaha was primarily a result of an overall increase in demand from Yamaha for Core Materials' products . Sales to other customers for the three months ended March 31, 2000, increased 89% to $3,830,000 from $2,026,000 for the three months ended March 31, 1999. The increase in sales was primarily the result of new customers added during 1998 and 1999. Sales increases to these customers over the three months ended March 31, 1999 were as follows: New Holland North America, Inc. - $1,371,000; Volvo Trucks North America, Inc. - $387,000; and Caradon Doors and Windows, Peachtree Division - $352,000. These increases were partially offset by a decrease in sales to Case Corporation of approximately $197,000. 8 9 Gross margin was 17% of sales for the three months ended March 31, 2000 compared with 20% for the three months ended March 31, 1999. The decline in gross margin as a percent of sales was primarily due to higher production costs at the Gaffney, South Carolina facility. The Gaffney facility experienced higher usage of raw materials, repair and operating supplies. Selling, general and administrative expenses totaled $2,676,000 for the three months ended March 31, 2000 increasing from $2,086,000 for the three months ended March 31, 1999. This increase was primarily due to the addition of key personnel and associated recruiting costs related to the reorganization and strengthening of Core Materials' management and salaried workforce. Travel expenses were also higher to support the various growth and operational improvement programs. Interest expense totaled $442,000 increasing from $408,000 in the prior year. This increase in interest expense from 1999 is primarily the result of an increase in interest costs on the Secured Note payable to International due to an increase in the loan agreement in May 1999. The increase in interest expense was partially offset by an increase in capitalized interest. Income taxes for the three months ended March 31, 2000 are estimated to be approximately 41% of total earnings before taxes. Actual tax payments will be substantially lower than the recorded expenses as Core Materials has substantial federal tax loss carryforwards. These loss carryforwards were recorded as a deferred tax asset, partially offset by a valuation allowance. As the tax loss carryforwards are utilized to offset federal income tax payments, Core Materials reduces the deferred tax asset as opposed to recording a reduction in income tax expense. Actual cash payments related to the three months ended March 31, 2000 are estimated to be approximately $231,000 which reflects federal alternative minimum, state and local taxes. Net income for the three months ended March 31, 2000 was $822,000 or $.08 per basic and diluted share, representing a decrease of $348,000 over the net income for the three months ended March 31, 1999 of $1,170,000 or $.12 per basic and diluted share. LIQUIDITY AND CAPITAL RESOURCES Core Materials' primary cash requirements are for operating expenses and capital expenditures. These cash requirements have historically been met through a combination of cash flow from operations, equipment leasing, issuance of Industrial Revenue Bonds and bank lines of credit. Cash provided by operations for the three months ended March 31, 2000 totaled $631,000. Net income contributed $822,000 with depreciation and amortization adding another $585,000. Deferred income taxes of $350,000, primarily related to Core Materials' approximately $21,000,000 of operating tax loss carry forwards, also contributed positively to the operating cash flow. In addition, a reduction of inventories of $778,000 added to the cash flow. Also increasing cash flow was an increase in accrued and other liabilities of $590,000 primarily related to future employee benefit payments. Decreasing the operating cash flows was an increase in accounts receivable of $1,298,000 as a result of increased sales volume and slower collections. A decrease in accounts payable of $1,086,000, primarily related to timing effects, also contributed to a decrease in operating cash flow; Investing activities negatively affected cash flow by $1,349,000 for the three months ended March 31, 2000 primarily related to the acquisition of $1,356,000 of machinery and equipment. Financing activities reduced cash flow by $75,000 due to principal repayments on the Industrial Revenue Bond issued in 1998. At March 31, 2000, Core Materials had cash on hand of $336,000 of which $327,000 is resricted, and an available line of credit of $7,500,000. As of March 31, 2000, Core Materials was in violation of all three of its financial debt covenants for its line of credit, its letter of credit securing the industrial revenue bond and certain equipment leases. The covenants relate to maintaining certain financial ratios. On March 9 10 14, 2000, Core Materials received a written commitment from the bank to waive these covenants each quarter through the quarter ended September 30, 2000 if Core Materials operates in compliance with financial projections for fiscal year 2000 and does not experience any material adverse change to its financial condition. Core Materials has operated in compliance with the financial projections for the three months ended March 31, 2000 and the bank has waived the covenants for this period. Management expects Core Materials to meet the projections for the remainder of 2000. However, if performance should fall below these projections or if a material adverse change in the financial position of the Company should occur, Core Materials' liquidity and ability to obtain further financing to fund future operating and capital requirements could be negatively impacted. YEAR 2000 READINESS STATEMENT Core Materials utilized internal and external sources to make the required modifications to both computer systems and internal operations related apparatus. In addition, Core Materials worked with its suppliers and customers to aid in their becoming Y2K compliant. As of the date of this filing, Core Materials has not experienced any material Y2K problems with its software, hardware and manufacturing of its products or with the operation of its business in general. In addition, Core Materials has not experienced any material problems with any of its customers or suppliers. Core Materials will continue to monitor its systems as unique dates within the year are encountered . The total cost of the Year 2000 project was approximately $672,000 and was funded through operating cash flows in 1997, 1998 and 1999. Of the total project cost, approximately $402,000 was for the purchase and installation of new software/hardware which was capitalized. The remaining $270,000, which was expensed as incurred, did not have a material effect on the results of operations. 10 11 PART I - FINANCIAL INFORMATION ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Core Materials' primary market risk results from fluctuations in interest rates. Core Materials is also exposed to changes in the price of commodities used in its manufacturing operations. The Company does not hold any material market risk sensitive instruments for trading purposes. Core Materials has the following three items that are sensitive to a change in interest rates: (1) Long term debt consisting of an Industrial Revenue Bond ("IRB") with a balance at March 31, 2000 of $7,010,000. Interest is variable and is computed weekly. The average interest rate charged for three months ended March 31, 2000 was 3.8% and the maximum interest rate that may be charged at any time over the life of the IRB is 10%. In order to minimize the effect of the interest rate fluctuation, Core Materials has entered an interest swap arrangement under which Core Materials pays a fixed rate of 4.89% to a bank and receives 76% of the 30-day commercial paper rate; (2) Long-term Secured Note Payable with a balance as of March 31, 2000 of $19,920,000 at a fixed interest rate of 8%; and (3) 7% mortgage-backed security which matures in November 2025. Such security is recorded at cost and is considered held to maturity as Core Materials has the intent and ability to hold such security to maturity. Assuming a hypothetical 20% change in short-term interest rates in both the three month period ended March 31, 2000 and 1999, interest expense would not change significantly, as the interest rate swap agreement would generally offset the impact. 11 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to security holders for vote during the three months ended March 31, 2000. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits: See Index to Exhibits REPORTS ON FORM 8-K: None 12 13 SIGNATURES Pursuant to the requirements of the Securities Exchange of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORE MATERIALS CORPORATION /s/ James L. Simonton President, Chief Executive Officer May 3, 2000 - ------------------------------- and Director James L. Simonton /s/ Kenneth M. Schmell Executive Vice President and May 3, 2000 - ------------------------------- Chief Operating Officer Kenneth M. Schmell /s/ Kevin L. Barnett Vice President, Secretary, Treasurer and May 3, 2000 - ------------------------------- Chief Financial Officer Kevin L. Barnett 13 14 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION LOCATION 2(a)(1) Asset Purchase Agreement Incorporated by reference to Dated as of September 12, 1996, Exhibit 2-A to Registration as amended October 31, 1996, Statement on Form S-4 between Navistar International Transportation (Registration No. 333-15809) Corporation and RYMAC Mortgage Investment Corporation(1) 2(a)(2) Second Amendment to Asset Purchase Incorporated by reference to Agreement dated December 16, 1996(1) Exhibit 2.1.1 to Annual Report on Form 10-K for the year-ended December 31, 1996 2(b)(1) Agreement and Plan of Merger dated as of Incorporated by reference to November 1, 1996, between Core Materials Exhibit 2-B to Registration Corporation and RYMAC Mortgage Statement on Form S-4 Investment Corporation (Registration No. 333-15809) 2(b)(2) First Amendment to Agreement and Plan Incorporated by Reference to of Merger dated as of December 27, 1996 Exhibit 2(b)(2) to Annual Between Core Materials Corporation and Report on Form 10-K for the RYMAC Mortgage Investment Corporation year ended December 31, 1997 3(a)(1) Certificate of Incorporation of Incorporated by reference to Core Materials Corporation Exhibit 4(a) to Registration as filed with the Secretary of State Statement on Form S-8 of Delaware on October 8, 1996 (Registration No. 333-29203) 3(a)(2) Certificate of Amendment of Incorporated by reference to Certificate of Incorporation Exhibit 4(b) to Registration of Core Materials Corporation Statement on Form S-8 as filed with the Secretary of State (Registration No. 333-29203) of Delaware on November 6, 1996 3(a)(3) Certificate of Incorporation of Core Incorporated by reference to Materials Corporation, reflecting Exhibit 4(c) to Registration amendments through November 6, Statement on Form S-8 1996 [for purposes of compliance (Registration No. 333-29203) with Securities and Exchange Commission filing requirements only] 3(b) By-Laws of Core Materials Corporation Incorporated by reference to Exhibit 3-C to Registration Statement on Form S-4 (Registration No. 333-15809) 4(a)(1) Certificate of Incorporation of Core Materials Incorporated by reference to Corporation as filed with the Secretary of State Exhibit 4(a) to Registration of Delaware on October 8, 1996 Statement on Form S-8 (Registration No. 333-29203) 14 15 EXHIBIT NO. DESCRIPTION LOCATION 4(a)(2) Certificate of Amendment of Certificate Incorporated by reference to of Incorporation of Core Materials Exhibit 4(b) to Registration Corporation as filed with the Secretary of Statement on Form S-8 State of Delaware on November (Registration No. 333-29203) 6, 1996 4(a)(3) Certificate of Incorporation of Core Materials Incorporated by reference to Corporation, reflecting amendments through Exhibit 4(c) to Registration November 6, 1996 [for purposes of compliance Statement on Form S-8 with Securities and Exchange Commission (Registration No. 333-29203) filing requirements only] 4(b) By-Laws of Core Materials Corporation Incorporated by reference to Exhibit 3-C to Registration Statement on Form S-4 (Registration No. 333-15809) 11 Computation of Net Income per Share Exhibit 11 omitted because the required information is included in Notes to Financial Statement 27 Financial Data Schedule Filed herein (1)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 Materials Corporation will provide any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 15