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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, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from To
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Commission File Number 001-12505
CORE MATERIALS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 31-1481870
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(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
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (614) 870-5000
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N/A
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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 [ ] NO [X]
As of May 14, 2001, the latest practicable date, 9,778,680 shares of the
registrant's common shares were issued and outstanding.
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PART 1 - FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORE MATERIALS CORPORATION
BALANCE SHEETS
MARCH 31, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 6,603,872 $ 2,712,412
Accounts receivable (less allowance for
doubtful accounts:
March 31, 2001 - $428,000;
December 31, 2000 - $424,000) 14,197,845 13,221,320
Inventories:
Finished and work in process goods 1,930,450 1,745,653
Stores 1,936,557 1,898,465
------------ ------------
Total inventories 3,867,007 3,644,118
Deferred tax asset 1,245,568 1,245,568
Prepaid expenses and other current assets 1,121,545 2,410,112
------------ ------------
Total current assets 27,035,837 23,233,530
Property, plant and equipment 42,056,600 41,562,272
Accumulated depreciation (16,005,306) (15,509,218)
------------ ------------
Property, plant and equipment - net 26,051,294 26,053,054
Deferred tax asset - net 11,524,730 11,430,442
Mortgage-backed security investment 1,604,069 1,610,741
Other assets 444,309 457,294
------------ ------------
TOTAL $ 66,660,239 $ 62,785,061
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities
Current portion long-term debt $ 335,000 $ 330,000
Accounts payable 7,904,807 5,266,017
Accrued liabilities:
Compensation and related benefits 1,968,203 1,636,257
Interest 476,950 77,644
Taxes 877,608 654,255
Graduated lease payments 717,316 659,998
Other accrued liabilities 1,133,443 1,068,205
------------ ------------
Total current liabilities 13,413,327 9,692,376
Long-term debt 26,285,150 26,370,150
Interest rate swap 281,897 --
Deferred long-term gain 2,348,882 2,462,271
Postretirement benefits liability 4,875,032 4,621,917
STOCKHOLDERS' EQUITY:
Common stock - $0.01 par value,
authorized shares - 20,000,000;
Outstanding shares:
March 31, 2001 - 9,778,680,
December 31, 2000 - 9,778,680 97,787 97,787
Paid-in capital 19,251,392 19,251,392
Accumulated other comprehensive income
(loss), net of income tax effect (186,052) --
Retained earnings 292,824 289,168
------------ ------------
Total stockholders' equity 19,455,951 19,638,347
------------ ------------
TOTAL $ 66,660,239 $ 62,785,061
============ ============
See notes to financial statements.
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CORE MATERIALS CORPORATION
STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2001 2000
------------ ------------
NET SALES:
International $ 9,986,041 $ 17,435,970
Yamaha 5,630,788 4,646,399
Other 3,482,456 3,830,287
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Total Sales 19,099,285 25,912,656
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Cost of Sales 16,428,104 21,160,263
Postretirement benefits expense 253,872 283,905
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Total cost of sales 16,681,976 21,444,168
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GROSS MARGIN 2,417,309 4,468,488
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Selling, general and administrative expense 1,967,692 2,621,497
Postretirement benefits expense 59,550 54,077
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Total selling, general and administrative 2,027,242 2,675,574
expense
INCOME BEFORE INTEREST AND TAXES 390,067 1,792,914
Interest income 96,006 51,949
Interest expense (479,833) (441,784)
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INCOME BEFORE INCOME TAXES 6,240 1,403,079
Income taxes:
Current 1,027 230,936
Deferred 1,557 350,080
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Total income taxes 2,584 581,016
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NET INCOME $ 3,656 $ 822,063
============ ============
NET INCOME PER COMMON SHARE:
Basic $ 0.00 $ 0.08
============ ============
Diluted $ 0.00 $ 0.08
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 9,778,680 9,778,680
============ ============
Diluted 9,778,680 9,778,680
============ ============
See notes to financial statements
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CORE MATERIALS CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
ACCUMULATED
COMMON STOCK OTHER TOTAL
OUTSTANDING PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) EQUITY
--------- --------- ----------- -------- ------------- -------------
BALANCE AT JANUARY 1, 2001 9,778,680 $97,787 $19,251,392 $289,168 $ -- $19,638,347
To record the initial fair market (104,762) (104,762)
value of the interest rate swap, net
of deferred income tax benefit of $53,968
Net Income 3,656 3,656
To record the hedge accounting effect (81,290) (81,290)
of the interest rate swap at March 31,
2001, net of deferred income tax
benefit of $41,877
--------- ------- ----------- -------- --------- -----------
BALANCE AT MARCH 31, 2001 9,778,680 $97,787 $19,251,392 $292,824 $(186,052) $19,455,951
========= ======= =========== ======== ========= ===========
See notes to financial statements.
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CORE MATERIALS CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,656 $ 822,063
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 536,095 585,172
Deferred income taxes 1,557 350,080
Loss on disposal of assets 31,359
Amortization of gain on sale/leaseback transactions (113,388) (113,388)
Change in operating assets and liabilities:
Accounts receivable (976,525) (1,297,593)
Inventories (222,889) 777,584
Prepaid and other assets 1,288,567 (254,297)
Accounts payable 2,638,790 (1,085,882)
Accrued and other liabilities 1,077,160 589,843
Postretirement benefits liability 253,115 257,133
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NET CASH PROVIDED BY OPERATING ACTIVITIES 4,517,497 630,715
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (572,509) (1,355,871)
Proceeds from sale of property and equipment 19,800
Proceeds from maturities on mortgage-backed
security investment 6,672 7,102
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NET CASH USED IN INVESTING ACTIVITIES (546,037) (1,348,769)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of principal on industrial revenue bond (80,000) (75,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (80,000) (75,000)
NET INCREASE IN CASH 3,891,460 (793,054)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,712,412 1,128,868
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,603,872 $ 335,814
=========== ===========
Cash paid for:
Interest (net of amounts capitalized) $ 59,332 $ 835,798
=========== ===========
Income taxes (refund) $ (39,544) $ (84,666)
=========== ===========
See notes to financial statements.
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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 accounting principles generally accepted in the
United States of America 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, 2001, and the results
of its 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 to the classifications of such amounts
for 2001.
Core Materials operates in the plastics market, specifically in the
production of high quality compression Sheet Molding Composite ("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. EARNINGS PER COMMON SHARE
Basic earnings per common share is computed based on the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share is 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, 2001, and 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.
3. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (FAS 133)
In conjunction with the Industrial Revenue Bond, Core Materials entered
into an interest rate swap agreement with a commercial bank in June 1998. Under
this agreement, Core Materials pays a fixed rate of 4.89% to the bank and
receives 76% of the 30-day commercial paper rate. The difference paid or
received varies as short-term interest rates change and is accrued and
recognized as an adjustment to interest expense. The swap term matches the
payment schedule on the IRB with final maturity in April 2013. While Core
Materials is exposed to credit loss on its interest rate swap in the event of
non-performance by the counterparty to the swap, management believes such
non-performance is unlikely to occur given the financial resources of the
counterparty.
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
133, Accounting for Derivative Instruments and Hedging Activities, on January 1,
2001. The Company uses the interest rate swap to hedge the market interest rate
fluctuations of its variable rate IRB. At January 1, 2001, the Company recorded
the fair value of its interest rate swap agreement of $159,000 as a long-term
liability and $105,000 (net of deferred income tax benefit of $54,000) to
accumulated other comprehensive income (loss). At March 31, 2001, the Company
increased the long-term liability by $123,000 to recognize the change in the
fair market value of the interest rate swap agreement. $81,000 was recorded to
accumulated other comprehensive income (loss), net of deferred income tax
benefit of $42,000, on the same date to record the hedge accounting effect of
the swap. For the three months ended March 31, 2001, the swap had no
ineffectiveness.
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PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Certain statements under this caption 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,
the availability of capital and management's decisions to pursue new products or
businesses which involve additional costs, risks or capital expenditures.
OVERVIEW
On December 31, 1996, Core Materials acquired substantially 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, 2001, AS COMPARED TO THREE MONTHS ENDED
MARCH 31, 2000
Net sales for the three months ended March 31, 2001, totaled $19,099,000
representing an approximate 26% decrease from the $25,913,000 reported for the
three months ended March 31, 2000. Sales to International decreased to
$9,986,000 from $17,436,000 for the three months ended March 31, 2000. The
primary reason for the decrease was lower demand from International resulting
from an industry wide general decline in truck orders. Sales to Yamaha increased
for the three months ended March 31, 2001, by approximately 21% to $5,631,000
compared with $4,646,000 for the three months ended March 31, 2001. The increase
in Yamaha sales was primarily due to an overall increase in demand from Yamaha
for Core Materials' products.
Sales to other customers for the three months ended March 31, 2001, decreased
approximately 9% to $3,482,000 from $3,830,000 for the three months ended March
31, 2000. The decrease in sales was primarily the result of Core Materials
discontinuing its business relationship with Caradon Doors and Windows,
Peachtree Division in 2000. For the three months ending March 31, 2000, sales to
Caradon were $483,000. The Company also saw its relationship with Lear
Corporation begin in the first quarter of 2001. Sales to Lear Corporation
totaled $327,000 for the quarter. Partially offsetting this gain in sales were
decreases in sales to Volvo Trucks North America of $102,000 and sales of SMC to
various third-party customers of $157,000.
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Gross Margin was approximately 13.0% of sales for the three months ended
March 31, 2001, compared with 17.0% for the three months ended March 31, 2000.
The decrease in gross margin, as a percent of sales from the prior year, was
primarily due to fixed costs associated with excess capacity and production
inefficiencies associated with the reduced order flow. Additionally, the Company
experienced higher energy costs resulting from an increase in natural gas
prices.
Selling, general and administrative expenses ("SG&A") totaled $2,027,000 for
the three months ended March 31, 2001, decreasing from $2,676,000 for the three
months ended March 31, 2000. The decrease from 2000 was due to lower salary and
benefit costs, primarily due to a reduction in personnel, and due to reductions
in professional fees, outside services, travel and other expenses resulting from
cost containment activities and declining volumes.
Interest expense totaled $480,000 for the three months ended March 31, 2001,
increasing from $442,000 for the three months ended March 31, 2000. The increase
in interest expense from 2000 was primarily due to interest expense being
reduced in 2000 by a higher amount of capitalized interest associated with
assets being constructed. Interest income totaled $96,000 for the three months
ended March 31, 2001, increasing from $52,000 for the three months ended March
31, 2000.
Income taxes/(benefit) for the three months ended March 31, 2001, are
estimated to be approximately 41% of total earnings before taxes. Actual tax
payments will be lower than the recorded expenses as Core Materials has
substantial federal tax loss carryforwards. These loss carryforwards were
recorded as a deferred tax asset. 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. Projected
future income tax payments related to income earned for the three months ended
March 31, 2001, are estimated to be approximately $1,000, which reflects federal
alternative minimum, state and local taxes.
Net income for the three months ended March 31, 2001, was $4,000, or $.00 per
basic and diluted share, representing an decrease of $818,000 over the net
income for the three months ended March 31, 2000, of $822,000, or $.08 per basic
and diluted share. The Company has approximately $18 million of operating tax
loss carryforwards that are available to offset income taxes on future earnings.
These tax loss carryforwards do not begin to expire until the year 2007. If the
benefit of Core Materials' operating tax loss carryforwards were recorded as a
reduction in income tax expense, which is reflective of the actual cash
treatment, net income for the three months ended March 31, 2001, would increase
by $1,000, or $.00 per diluted share, to a total of $5,000, or $.00 per diluted
share. The comparable 2000 net income would increase by $350,000, or $.04 per
diluted share, to a total of $1,172,000, or $.12 per 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, 2001,
totaled $4,517,000. Adding positive cash flow was an increase in accounts
payable of $2,639,000, primarily related to timing effects. Also increasing cash
flow was a decrease in prepaid and other assets of $1,289,000 due to the
collection of the outstanding receivable relating to the sale-leaseback
transaction, which occurred at the end of 2000. In addition, accrued and other
liabilities added $1,077,000 in positive cash flow, which was primarily due to
increases in the accruals for interest charges on the long-term debt to
International and employee benefit accruals, which will be paid in the future.
Finally, depreciation and amortization provided $536,000 in positive cash flow.
Decreasing the operating cash flow was an increase in accounts receivable of
$977,000, which was primarily due to the increased volume in sales in the first
quarter of 2001 compared to the volume in the fourth quarter of 2000. Also
decreasing the operating cash flow was an increase in inventory of $223,000 due
to the production ramp up for the new product launches.
Investing activities negatively affected cash flow by $546,000 for the
three months ended March 31, 2001. Capital expenditures totaled $573,000, which
was primarily related to the acquisition of machinery and equipment. Offsetting
these expenditures were proceeds from the sale of certain pieces of equipment
for $20,000, and proceeds from maturities on the Company's mortgage-backed
security investment of $7,000.
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Financing activities reduced cash flow by $80,000 due to principal
repayments on the $7,500,000 Industrial Revenue Bond that was issued in 1998.
At March 31, 2001, Core Materials had cash on hand of $6,604,000 and an
available line of credit of $7,500,000. As of March 31, 2001, Core Materials was
in compliance 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.
Management expects Core Materials to meet these covenants for the remainder of
2001. However, if a material adverse change in the financial position of Core
Materials should occur, Core Materials' liquidity and ability to obtain further
financing to fund future operating and capital requirements could be negatively
impacted.
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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, 2001, of $6,700,000. Interest is variable
and is computed weekly; the average interest rate charged for the three months
ended March 31, 2001, was 3.6%, 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 into an
interest rate 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, 2001, of
$19,920,000 that bears interest at a fixed annual rate of 8%; (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; and (4) Revolving line of
credit which bears interest at LIBOR plus three and one-half percent or prime
plus one-half percent as elected by Core Materials through March 31, 2001.
Effective April 1, 2001 until maturity, the rate is LIBOR plus three and
one-quarter percent or prime plus one-quarter percent.
Assuming a hypothetical 20% change in short-term interest rates in both the
three month periods ended March 31, 2001, and 2000, interest expense would not
change significantly, as the interest rate swap agreement would generally offset
the impact.
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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 submission of matters to a vote of security holders
occurred for the three months ended March 31, 2001.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
See Index to Exhibits
REPORTS ON FORM 8-K:
On March 8, 2001, Core Materials Corporation filed Form 8-K,
which disclosed the fact that the Company had announced
through a press release that it was downwardly adjusting its
annual sales forecast for the year 2001. The press release
detailing this information was filed as an exhibit along with
the Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORE MATERIALS CORPORATION
Date: May 14, 2001 By: /s/ James L. Simonton
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James L. Simonton
President, Chief Executive Officer and
Director
Date: May 14, 2001 By: /s/ Kevin L. Barnett
------------ ------------------------------
Kevin L. Barnett
Vice President, Treasurer, Secretary, and
Chief Financial Officer
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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 Investment Statement on Form S-4 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 RYMAC Report on Form 10-K
for the 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 Statement on Form S-8
State 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)
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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 6, 1996 (Registration No. 333-29203)
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
(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.
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