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 June 30, 2004
-------------
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 MOLDING TECHNOLOGIES, INC.
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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
--------------
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 [ X ] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer
as defined by Rule 12b-2 of the Exchange Act.
Yes [ ] NO [ X ]
As of August 16, 2004, the latest practicable date, 9,778,680 shares of
the registrant's common stock were issued and outstanding.
PART 1 - FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
2004 2003
------------ ------------
(UNAUDITED)
ASSETS
Cash and cash equivalents $ -- $ 346,191
Accounts receivable (less allowance for doubtful accounts:
June 30, 2004 - $195,000; December 31, 2003 - $379,000) 17,489,805 12,830,356
Inventories:
Finished and work in process goods 2,071,611 2,028,702
Stores 3,302,738 2,823,243
------------ ------------
Total inventories 5,374,349 4,851,945
Deferred tax asset 1,381,935 1,381,935
Foreign sales tax receivable 1,813,948 1,746,698
Prepaid expenses and other current assets 1,494,759 408,467
------------ ------------
Total current assets 27,554,796 21,565,592
Property, plant and equipment 44,472,726 43,856,499
Accumulated depreciation (21,643,500) (20,647,567)
------------ ------------
Property, plant and equipment - net 22,829,226 23,208,932
Deferred tax asset - net 8,899,870 9,888,287
Goodwill 1,097,433 1,097,433
Other assets 364,547 391,279
------------ ------------
TOTAL $ 60,745,872 $ 56,151,523
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities
Current portion of long-term debt $ 1,920,716 $ 1,905,714
Current portion deferred gain 453,555 453,555
Accounts payable 9,337,547 6,581,912
Accrued liabilities:
Compensation and related benefits 2,960,296 2,669,027
Taxes 423,310 361,215
Current portion of graduated lease payments 229,269 229,269
Other accrued liabilities 977,326 820,684
------------ ------------
Total current liabilities 16,302,019 13,021,376
Long-term debt 12,243,569 12,999,286
Interest rate swap 427,986 610,142
Graduated lease payments 600,981 715,616
Deferred long-term gain 874,830 1,101,607
Postretirement benefits liability 7,467,584 6,849,418
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value, authorized shares - 10,000,000;
Outstanding shares: June 30, 2004 and December 31, 2003 - 0 -- --
Common stock - $0.01 par value, authorized shares - 20,000,000;
Outstanding shares: June 30, 2004 and December 31, 2003 -
9,778,680 97,787 97,787
Paid-in capital 19,251,392 19,251,392
Accumulated other comprehensive loss, net of income tax effect (282,471) (402,694)
Retained earnings 3,762,195 1,907,593
------------ ------------
Total stockholders' equity 22,828,903 20,854,078
------------ ------------
TOTAL $ 60,745,872 $ 56,151,523
============ ============
See notes to condensed consolidated financial statements
2
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2003 2003
2004 (AS RESTATED, 2004 (AS RESTATED,
SEE NOTE 6) SEE NOTE 6)
------------ ------------ ------------ ------------
NET SALES:
Products $ 26,288,365 $ 20,975,060 $ 50,395,282 $ 40,037,951
Tooling 318,599 164,735 452,799 10,646,271
------------ ------------ ------------ ------------
Total Sales 26,606,964 21,139,795 50,848,081 50,684,222
------------ ------------ ------------ ------------
Cost of sales 21,105,281 16,390,726 40,990,903 41,756,472
Postretirement benefits expense 426,128 348,779 800,787 723,438
------------ ------------ ------------ ------------
Total cost of sales 21,531,409 16,739,505 41,791,690 42,479,910
------------ ------------ ------------ ------------
GROSS MARGIN 5,075,555 4,400,290 9,056,391 8,204,312
------------ ------------ ------------ ------------
Selling, general and administrative expense 2,664,213 2,284,979 5,430,771 4,703,210
Postretirement benefits expense 83,542 98,374 169,789 162,388
------------ ------------ ------------ ------------
Total selling, general and administrative
expense 2,747,755 2,383,353 5,600,560 4,865,598
INCOME BEFORE INTEREST AND TAXES 2,327,800 2,016,937 3,455,831 3,338,714
Interest income 1,701 21,749 3,404 44,845
Interest expense (235,750) (442,786) (473,293) (935,807)
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 2,093,751 1,595,900 2,985,942 2,447,752
Income taxes:
Current 113,351 93,397 204,856 141,458
Deferred 670,431 533,211 926,484 821,563
------------ ------------ ------------ ------------
Total income taxes 783,782 626,608 1,131,340 963,021
------------ ------------ ------------ ------------
NET INCOME $ 1,309,969 $ 969,292 $ 1,854,602 $ 1,484,731
============ ============ ============ ============
NET INCOME PER COMMON SHARE:
Basic $ 0.13 $ 0.10 $ 0.19 $ 0.15
Diluted $ 0.13 $ 0.10 $ 0.19 $ 0.15
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 9,778,680 9,778,680 9,778,680 9,778,680
Diluted 9,889,313 9,778,680 9,891,821 9,778,680
============ ============ ============ ============
See notes to condensed consolidated financial statements
3
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED 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, 2004 9,778,680 $ 97,787 $19,251,392 $ 1,907,593 $ (402,694) $20,854,078
Net Income 1,854,602 1,854,602
Hedge accounting effect of the
interest rate swaps at June 30,
2004, net of deferred income
tax expense of $61,933 120,223 120,223
----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT JUNE 30, 2004 9,778,680 $ 97,787 $19,251,392 $ 3,762,195 $ (282,471) $22,828,903
=========== =========== =========== =========== =========== ===========
See notes to condensed consolidated financial statements.
4
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
2003
(AS RESTATED,
2004 SEE NOTE 6)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,854,602 $ 1,484,731
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,041,681 1,049,987
Deferred income taxes 926,484 725,551
Loss on disposal of assets 16,600 25,933
Amortization of gain on sale/leaseback transactions (226,777) (226,777)
Change in operating assets and liabilities:
Accounts receivable (4,659,449) (899,999)
Inventories (522,404) (529,303)
Prepaid and other assets (1,153,542) (391,079)
Accounts payable 2,466,117 854,292
Accrued and other liabilities 395,372 779,362
Postretirement benefits liability 618,166 660,000
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 756,850 3,532,698
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (634,415) (722,219)
Proceeds from maturities of mortgage-backed security
investment 763 4,057
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (633,652) (718,162)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdrafts 289,518 --
Payments of principal on secured note payable (535,715) (1,860,862)
Payments of principal on industrial revenue bond (205,000) (190,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (451,197) (2,050,862)
Effect of foreign currency on cash and cash equivalents (18,192) 29,107
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (346,191) 792,781
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 346,191 8,976,059
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ -- $ 9,768,840
=========== ===========
Cash paid for:
Interest - net of amounts capitalized $ 516,751 $ 149,318
=========== ===========
Income taxes (refund) $ 210,500 $ (221,904)
=========== ===========
See notes to condensed consolidated financial statements.
5
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q 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 condensed consolidated financial statements contain
all adjustments (all of which are normal and recurring in nature) necessary to
present fairly the financial position of Core Molding Technologies, Inc. and its
subsidiaries ("Core Molding Technologies") at June 30, 2004, and the results of
their operations and cash flows. The "Consolidated Notes to Financial
Statements", which are contained in the 2003 Annual Report to Shareholders,
should be read in conjunction with these condensed consolidated financial
statements.
Core Molding Technologies and its subsidiaries operate in the plastics
market in a family of products known as "reinforced plastics". Reinforced
plastics are combinations of resins and reinforcing fibers (typically glass or
carbon) that are molded to shape. The Columbus, Ohio and Gaffney, South Carolina
facilities produce reinforced plastics by compression molding sheet molding
compound ("SMC") in a closed mold process. The Matamoros, Mexico facility
produces reinforced plastic products by spray-up and hand-lay-up open mold
processes and vacuum assisted resin infused ("VRIM") closed mold process.
STOCK BASED COMPENSATION - Core Molding Technologies accounts for its
stock option plans in accordance with Accounting Principles Board ("APB")
Opinion No. 25, under which no compensation cost has been recognized. Had
compensation cost for all stock option plans been determined consistent with the
requirements of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock Based Compensation," Core Molding Technologies' net income
and earnings per common share would have resulted in the amounts as reported
below.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ------------------------------
2004 2003 2004 2003
----------- --------- ----------- -----------
Net income as reported $ 1,309,969 $ 969,292 $ 1,854,602 $ 1,484,731
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects 18,641 76,420 1,083,935 153,567
----------- --------- ----------- -----------
Pro forma net income $ 1,291,328 $ 892,872 $ 770,667 $ 1,331,164
=========== ========= =========== ===========
Earnings per share:
Basic - as reported $ 0.13 $ 0.10 $ 0.19 $ 0.15
Basic - pro forma $ 0.13 $ 0.09 $ 0.08 $ 0.14
Diluted - as reported $ 0.13 $ 0.10 $ 0.19 $ 0.15
Diluted - pro forma $ 0.13 $ 0.09 $ 0.08 $ 0.14
The pro forma amounts are not representative of the effects on reported
net earnings or earnings per common share for future years.
On August 4, 2003, of the 1,171,500 stock options outstanding, 978,000
options were tendered for cancellation. Core Molding Technologies issued 855,950
options on February 9, 2004, at $3.21 per share.
6
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 are computed similarly but include the effect of the assumed
exercise of dilutive stock options under the treasury stock method.
The computation of basic and diluted earnings per common share is as
follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2004 2003 2004 2003
----------- ----------- ----------- -----------
Net income $ 1,309,969 $ 969,292 $ 1,854,602 $ 1,484,731
Weighted average common shares
outstanding 9,778,680 9,778,680 9,778,680 9,778,680
Plus: dilutive options assumed exercised 1,003,550 -- 1,003,550 --
Less: shares assumed repurchased with
proceeds from exercise (892,917) -- (890,409) --
----------- ----------- ----------- -----------
Weighted average common and potentially
issuable common shares outstanding 9,889,313 9,778,680 9,891,821 9,778,680
Basic earnings per common share $ 0.13 $ 0.10 $ 0.19 $ 0.15
Diluted earnings per common share $ 0.13 $ 0.10 $ 0.19 $ 0.15
For the three and six months ended June 30, 2004, there were 18,000
antidilutive options. For the three and six months ended June 30, 2003 there
were 1,170,000 antidilutive options.
3. MAJOR CUSTOMERS
Core Molding Technologies currently has four major customers,
International Truck & Engine Corporation ("International"), Yamaha Motor
Corporation ("Yamaha"), Freightliner, LLC ("Freightliner") and Lear Corporation
("Lear"). The following table presents net sales for the above-mentioned
customers for the three and six months ended June 30, 2004 and June 30, 2003:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------- -------------------------------
2004 2003 2004 2003
----------- ----------- ----------- -----------
International $14,073,610 $10,806,738 $26,825,645 $29,868,621
Yamaha 4,121,746 3,490,728 7,915,747 7,633,979
Freightliner 3,066,979 2,202,623 6,014,892 4,422,760
Lear 2,020,715 2,139,556 4,156,989 4,463,607
----------- ----------- ----------- -----------
Subtotal 23,283,050 18,639,645 44,913,273 46,388,967
Other 3,323,914 2,500,150 5,934,808 4,295,255
----------- ----------- ----------- -----------
Total $26,606,964 $21,139,795 $50,848,081 $50,684,222
=========== =========== =========== ===========
7
4. COMPREHENSIVE INCOME
Comprehensive income represents net income plus the results of certain
non-shareowners' equity changes not reflected in the Statement of Income. The
components of comprehensive income, net of tax, are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
2004 2003 2004 2003
----------- ----------- ----------- -----------
Net income $ 1,309,969 $ 969,292 $ 1,854,602 $ 1,484,731
Hedge accounting effect of the
interest rate swaps, net of tax
expense of $176,271 and tax benefit
of $28,142 for the three months
ending June 30, respectively; and
tax expense of $61,933 and tax
benefit of $21,574 for the six
months ending June 30, respectively 342,173 (54,629) 120,223 (41,880)
----------- ----------- ----------- -----------
Comprehensive income $ 1,652,142 $ 914,663 $ 1,974,825 $ 1,442,851
=========== =========== =========== ===========
5. POSTRETIREMENT BENEFITS
The components of expense for all of Core Molding Technologies'
postretirement benefits plans for the three and six months ended June 30, 2004
and 2003 are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2004 2003 2004 2003
-------- -------- -------- --------
Pension Expense:
Interest cost $ 4,000 $ 4,000 $ 8,000 $ 8,000
Defined contribution plan
Contributions 53,000 58,000 107,000 115,000
Multi-employer plan
Contributions 78,000 55,000 140,000 102,000
-------- -------- -------- --------
Total pension expense 135,000 117,000 255,000 225,000
-------- -------- -------- --------
Health and Life Insurance:
Service cost 166,000 146,000 317,000 292,000
Interest cost 181,000 160,000 346,000 320,000
Amortization of net loss 27,000 24,000 52,000 49,000
-------- -------- -------- --------
Net periodic benefit cost 374,000 330,000 715,000 661,000
-------- -------- -------- --------
Total postretirement benefits
expense $509,000 $447,000 $970,000 $886,000
======== ======== ======== ========
8
5. POSTRETIREMENT BENEFITS (CONTINUED)
In May 2004, the Financial Accounting Standards Board (FASB) staff
issued FASB Staff Position SFAS 106-2, "Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of
2003 (the "Act"). This statement prescribes accounting for the Act and is
effective for interim periods beginning after June 15, 2004. Core Molding
Technologies is in the process of determining whether it would need to amend its
postretirement benefit plan in order to benefit from the new legislation. Core
Molding Technologies has elected to defer recognizing the effects of the Act.
Clarifying federal regulations related to the interpretation or determination
of actuarially equivalent are still pending. Accordingly, the consolidated
financial statements do not reflect the effect of the Act, if any.
6. RESTATEMENT
Subsequent to the issuance of Core Molding Technologies' condensed
consolidated financial statements for the period ended June 30, 2003, Core
Molding Technologies determined that inventory was overstated as a result of
incorrect accounting entries in connection with the results of prior physical
inventory observations at Core Molding Technologies' Gaffney, South Carolina
facility. Accordingly, the condensed consolidated financial statements for the
three and six months ended June 30, 2003 have been restated from amounts
previously reported.
A summary of significant effects of the restatement are as follows:
For the three months ended For the six months ended
June 30, 2003 June 30, 2003
-------------------------------- ---------------------------------
As previously As previously
reported As restated reported As restated
------------- ----------- ------------- -----------
INCOME STATEMENT DATA:
Cost of sales $16,263,726 $16,390,726 $41,502,472 $41,756,472
Total cost of sales 16,612,505 16,739,505 42,225,910 42,479,910
Gross margin 4,527,290 4,400,290 8,458,312 8,204,312
Income before
interest and taxes 2,143,937 2,016,937 3,592,714 3,338,714
Income before taxes 1,722,900 1,595,900 2,701,752 2,447,752
Current income taxes 141,403 93,397 237,470 141,458
Total income taxes 674,614 626,608 1,059,033 963,021
Net income 1,048,286 969,292 1,642,719 1,484,731
Basic and diluted
earnings per common share $ 0.11 $ 0.10 $ 0.17 $ 0.15
7. SUBSEQUENT EVENT
On August 9, 2004, Core Molding Technologies, Inc. announced that a
strike had been called by Scioto Lodge No. 1471 of the International Association
of Machinists and Aerospace Workers (" IAM") at its Columbus, Ohio manufacturing
facility. At the time of this filing, a settlement has been reached between
Core Molding Technologies and the IAM. Core Molding Technologies' Columbus
manufacturing facility will resume normal operations at 10:00 p.m. on August
16, 2004.
9
PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
As discussed in Note 6 to Core Molding Technologies' condensed
consolidated financial statements, Core Molding Technologies' financial
statements for the quarter and year to date ended June 30, 2003 have been
restated. This Management's Discussion and Analysis of Financial Condition and
Results of Operations gives effect to the restatement.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements within the meaning of
the federal securities laws. As a general matter, forward-looking statements are
those focused upon future plans, objectives or performance as opposed to
historical items and include statements of anticipated events or trends and
expectations and beliefs relating to matters not historical in nature. Such
forward-looking statements involve known and unknown risks and are subject to
uncertainties and factors relating to Core Molding Technologies' operations and
business environment, all of which are difficult to predict and many of which
are beyond Core Molding Technologies' control. These uncertainties and factors
could cause Core Molding Technologies' actual results to differ materially from
those matters expressed in or implied by such forward-looking statements.
Core Molding Technologies believes that the following factors, among
others, could affect its future performance and cause actual results to differ
materially from those expressed or implied by forward-looking statements made in
this quarterly report: business conditions in the plastics, transportation,
watercraft and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon four major
customers as the primary source of Core Molding Technologies' sales revenues;
recent efforts of Core Molding Technologies to expand its customer base; failure
of Core Molding Technologies' suppliers to perform their contractual
obligations; the availability of raw materials; inflationary pressures; new
technologies; competitive and regulatory matters; labor relations; the loss or
inability of Core Molding Technologies to attract key personnel; the
availability of capital; the ability of Core Molding Technologies to provide
on-time delivery to customers, which may require additional shipping expenses to
ensure on-time delivery or otherwise result in late fees; risk of cancellation
or rescheduling of orders; and management's decision to pursue new products or
businesses which involve additional costs, risks or capital expenditures.
OVERVIEW
Core Molding Technologies is a compounder of sheet molding composite
("SMC") and molder of fiberglass reinforced plastics. Core Molding Technologies
produces high quality fiberglass reinforced molded products and SMC materials
for varied markets, including medium and heavy-duty trucks, automobiles,
personal watercraft and other commercial products. The demand for Core Molding
Technologies' products is affected by economic conditions in the United States,
Canada and Mexico. Core Molding Technologies' manufacturing operations have a
significant fixed cost component. Accordingly, during periods of changing
demands, the profitability of Core Molding Technologies' operations may change
proportionately more than revenues from operations.
On December 31, 1996, Core Molding Technologies acquired substantially
all of the assets and assumed certain liabilities of Columbus Plastics, a wholly
owned operating unit of International Truck & Engine Corporation's
("International") truck manufacturing division since its formation in late 1980.
Columbus Plastics, located in Columbus, Ohio, was a compounder and compression
molder of SMC. In 1998 Core Molding Technologies began compression molding
operations at its second facility in Gaffney, South Carolina, and in October
2001, Core Molding Technologies acquired certain assets of Airshield
Corporation. As a result of this acquisition, Core Molding Technologies expanded
its fiberglass molding capabilities to include the spray up, hand-lay-up and
vacuum assisted resin infusion molding processes.
10
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2004, AS COMPARED TO THREE MONTHS ENDED
JUNE 30, 2003
Net sales for the three months ended June 30, 2004, totaled $26,607,000
representing an approximate 26% increase from the $21,140,000 reported for the
three months ended June 30, 2003. The primary reason for the increase in sales
is due to the positive impact general economic conditions have had on the demand
for medium and heavy-duty trucks. Revenue from tooling projects totaled $319,000
for the three months ended June 30, 2004. Tooling project revenues for the three
months ended June 30, 2003, totaled $165,000. Tooling project revenues are
sporadic in nature and do not represent a recurring trend. Total product sales
revenue, excluding tooling project revenue, was higher by approximately 25% for
the three months ended June 30, 2004, as compared to June 30, 2003. Sales to
International for the three months ended June 30, 2004 were $14,074,000, as
compared to the three months ended June 30, 2003 of $10,807,000. The primary
reason for the increase is the same as stated above. Sales to Freightliner
increased by $864,000 for the three months ended June 30, 2004 compared to the
same time period a year ago. The primary reasons for this increase were
increased order volumes and having the full impact for the quarter for new
products that went into production in the first and second quarters of 2003.
Sales to Yamaha increased by approximately $631,000 for the three months ended
June 30, 2004, compared to the same time a year ago. The primary reason for this
increase was due to the increased demand for Yamaha's personal watercraft.
Sales to other customers for the three months ended June 30, 2004,
increased approximately 33% to $3,324,000 from $2,500,000 for the three months
ended June 30, 2003. The increase in sales was primarily due to the positive
impact general economic conditions have had on the demand for medium and
heavy-duty trucks, as well as the addition of new customers at Core Molding
Technologies' Matamoros facility.
Gross margin was approximately 19.1% of sales for the three months
ended June 30, 2004, compared with 20.8% for the three months ended June 30,
2003. The primary reason for the decrease was due to inefficiencies related to
material usage. Partially offsetting this increase was the favorable effect of
increased production volumes, allowing Core Molding Technologies to better
absorb its fixed costs of production.
Selling, general and administrative expenses ("SG&A") totaled
$2,748,000 for the three months ended June 30, 2004, increasing from $2,383,000
for the three months ended June 30, 2003. The primary reasons for this increase
were due to increases in profit sharing accruals, as well as professional fees
and outside services of $228,000. These increases were partially offset by
decreases in accruals for certain employee benefits.
On August 9, 2004, Core Molding Technologies, Inc. announced that a
strike had been called by Scioto Lodge No. 1471 of the International Association
of Machinists and Aerospace Workers (" IAM") at its Columbus, Ohio manufacturing
facility. At the time of this filing, a settlement has been reached between Core
Molding Technologies and the IAM. Core Molding Technologies' Columbus
manufacturing facility will resume normal operations at 10:00 p.m. on August 16,
2004.
Interest expense totaled $236,000 for the three months ended June 30,
2004, decreasing from $443,000 for the three months ended June 30, 2003. The
primary reason for the decrease was due to the refinancing of Core Molding
Technologies' long-term debt with International Truck and Engine Corporation in
December 2003. Interest rates experienced by Core Molding Technologies with
respect to its long-term borrowings were favorable; however, due to the interest
rate swaps Core Molding Technologies entered into, the interest rate is
essentially fixed for these debt instruments.
Income taxes for the three months ended June 30, 2004, are estimated to
be approximately 37% of total earnings before taxes. Actual tax payments will be
lower than the recorded expenses as Core Molding Technologies 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 Molding Technologies reduces the deferred tax asset as
opposed to recording a reduction in income tax expense.
Net income for the three months ended June 30, 2004, was $1,310,000, or
$.13 per basic and diluted share, representing an increase of $341,000 over the
net income for the three months ended June 30, 2003, of $969,000, or $.10 per
basic and diluted share.
11
SIX MONTHS ENDED JUNE 30, 2004, AS COMPARED TO SIX MONTHS ENDED JUNE 30, 2003
Net sales for the six months ended June 30, 2004, totaled $50,848,000,
which were approximately equal to the $50,684,000 reported for the six months
ended June 30, 2003. Revenue from tooling projects totaled $453,000 for the six
months ended June 30, 2004. Tooling project revenues for the six months ended
June 30, 2003, totaled $10,646,000. Tooling project revenues are sporadic in
nature and do not represent a recurring trend. Total product sales revenue,
excluding tooling project revenue, was higher by approximately 26% for the six
months ended June 30, 2004, as compared to June 30, 2003. The primary reason for
this increase was due to the positive impact general economic conditions have
had on the demand for medium and heavy-duty trucks. Sales to International for
the six months ended June 30, 2004 were $26,825,000, as compared to the six
months ended June 30, 2003 of $29,869,000. The primary reason for the decrease
was a decrease in tooling revenues as product sales to International increased
approximately 34%. Sales to Freightliner increased by $1,592,000 for the six
months ended June 30, 2004 compared to the same time period a year ago. The
primary reason for this increase was due to the positive impact general economic
conditions have had on the demand for medium and heavy-duty trucks.
Sales to other customers for the six months ended June 30, 2004,
increased approximately 38% to $5,935,000 from $4,295,000 for the six months
ended June 30, 2003. The increase in sales was primarily due to the positive
impact general economic conditions have had on the demand for medium and
heavy-duty trucks, as well as the addition of new customers at Core Molding
Technologies' Matamoros facility.
Gross margin was approximately 17.8% of sales for the six months ended
June 30, 2004, compared with 16.2% for the six months ended June 30, 2003. The
increase in gross margin, as a percentage of sales from the prior year, was due
to a combination of many factors. The primary reason for the increase was the
dilutive effect of tooling project revenue on the prior period's gross margin.
Historically, Core Molding Technologies has not achieved margins on tooling
projects similar to margins on its sales of SMC and molded products. Increases
in production volumes also added to the increased gross margin for the current
period, as Core Molding Technologies was better able to absorb its fixed cost of
production.
Selling, general and administrative expenses ("SG&A") totaled
$5,601,000 for the six months ended June 30, 2004, increasing from $4,866,000
for the six months ended June 30, 2003. The primary reasons for this increase
were increases in professional fees and outside services of $579,000, as well as
increases in profit sharing accruals resulting from improved operating results.
On August 9, 2004, Core Molding Technologies, Inc. announced that a
strike had been called by Scioto Lodge No. 1471 of the International Association
of Machinists and Aerospace Workers (" IAM") at its Columbus, Ohio manufacturing
facility. At the time of this filing, a settlement has been reached between Core
Molding Technologies and the IAM. Core Molding Technologies' Columbus
manufacturing facility will resume normal operations at 10:00 p.m. on August 16,
2004.
Interest expense totaled $473,000 for the six months ended June 30,
2004, decreasing from $936,000 for the six months ended June 30, 2003. The
primary reason for the decrease was due to the refinancing of Core Molding
Technologies' long-term debt with International Truck and Engine Corporation in
December 2003. Interest rates experienced by Core Molding Technologies with
respect to its long-term borrowings were favorable; however, due to the interest
rate swaps Core Molding Technologies entered into, the interest rate is
essentially fixed for these debt instruments.
Income taxes for the six months ended June 30, 2004, are estimated to
be approximately 38% of total earnings before taxes. Actual tax payments will be
lower than the recorded expenses as Core Molding Technologies 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 Molding Technologies reduces the deferred tax asset as
opposed to recording a reduction in income tax expense.
Net income for the six months ended June 30, 2004, was $1,855,000, or
$.19 per basic and diluted share, representing an increase of $370,000 over the
net income for the six months ended June 30, 2003, of $1,485,000, or $.15 per
basic and diluted share.
12
LIQUIDITY AND CAPITAL RESOURCES
Core Molding Technologies' 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 operating activities for the six months ended June 30,
2004, totaled $757,000. Net income increased operating cash flows by
$1,855,000. Non-cash deductions of depreciation and amortization added
$1,042,000 to positive cash flow. Also adding to positive cash flow was an
increase in accounts payable of $2,466,000 due to timing differences. In
addition, the increase in the postretirement healthcare benefits liability of
$618,000 is not a current cash obligation, and this item will not be a cash
obligation until retirees begin to utilize their retirement medical benefits. A
decrease in deferred income taxes also had a positive impact on operating cash
flows of $926,000, which is a result of Core Molding Technologies' net operating
loss carryforwards reducing current year tax obligations. Partially offsetting
the above mentioned increases in operating cash flows were increases in accounts
receivable of $4,659,000, which is primarily related to increased sales volume,
and inventories of $522,000, which is a result of increased production to meet
current sales volume.
Cash used for investing activities was $634,000 for the six months
ended June 30, 2004, which was a result of capital expenditures that primarily
related to the acquisition of machinery and equipment. Core Molding Technologies
anticipates spending an additional $1,466,000 for the remainder of the year for
capital projects.
Financing activities reduced cash flow by $451,000 due to regularly
scheduled payments on the secured note payable of $536,000 and on the Industrial
Revenue Bond of $205,000. These payments were partially offset by cash
overdrafts of $290,000.
At June 30, 2004, Core Molding Technologies had no cash on hand and an
available line of credit of $7,500,000, which is scheduled to mature on April
30, 2005. At June 30, 2004 there was no outstanding borrowing on the line of
credit. As of June 30, 2004, Core Molding Technologies was in compliance of its
two financial debt covenants for the Line of Credit and letter of credit
securing the Industrial Revenue Bond and certain equipment leases. The covenants
relate to maintaining certain financial ratios. Management expects Core Molding
Technologies to meet these covenants for the year 2004. However, if a material
adverse change in the financial position of Core Molding Technologies should
occur, Core Molding Technologies' liquidity and ability to obtain further
financing to fund future operating and capital requirements could be negatively
impacted.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results
of Operations discusses Core Molding Technologies' condensed consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
condensed consolidated financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. On an on-going basis, management
evaluates its estimates and judgments, including those related to accounts
receivable, inventories, post retirement benefits, and income taxes. Management
bases its estimates and judgments on historical experience and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements.
13
Accounts receivable allowances:
Management maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of Core Molding Technologies' customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required. Core Molding Technologies had recorded an
allowance for doubtful accounts of $195,000 at June 30, 2004, and $379,000 at
December 31, 2003. Management also records estimates for customer returns,
discounts offered to customers, and for price adjustments. Should customer
returns, discounts and price adjustments fluctuate from the estimated amounts,
additional allowances may be required. Core Molding Technologies had recorded an
allowance for chargebacks of $480,000 at June 30, 2004, and $851,000 at December
31, 2003.
Inventories:
Management identifies slow moving or obsolete inventories and estimates
appropriate loss provisions related to these inventories based on expectations
of future usage. Historically, these loss provisions have not been significant.
Should actual results differ from these estimates, additional provisions may be
required. Core Molding Technologies recorded an allowance for slow moving and
obsolete inventory of $382,000 at June 30, 2004 and $325,000 at December 31,
2003.
Goodwill and Long-Lived Assets
Management evaluates whether impairment exists for goodwill and
long-lived assets. Should actual results differ from the assumptions used to
determine impairment, additional provisions may be required. In particular,
decreases in future cash flows from operating activities below the assumptions
could have an adverse affect on Core Molding Technologies' ability to recover
its long-lived assets. Core Molding Technologies has not recorded any impairment
to goodwill or long-lived assets for the six months ended June 30, 2004 or the
year ended December 31, 2003.
Post retirement benefits:
Management records an accrual for post retirement costs associated with
the health care plan sponsored by Core Molding Technologies. Should actual
results differ from the assumptions used to determine the reserves, additional
provisions may be required. In particular, increases in future healthcare costs
above the assumptions could have an adverse effect on Core Molding Technologies'
operations. The effect of a change in healthcare costs is described in Note 11
of the Consolidated Notes to Financial Statements, which are contained in the
2003 Annual Report to Shareholders. Core Molding Technologies recorded a
liability for post retirement healthcare benefits based on actuarially computed
estimates of $7,468,000 at June 30, 2004, and $6,849,000 at December 31, 2003.
Income taxes:
Management records a valuation allowance to reduce its deferred tax
assets to the amount that it believes is more likely than not to be realized.
Core Molding Technologies has considered future taxable income in assessing the
need for the valuation allowance and the amount of the valuation allowance
recorded. The valuation allowance will be adjusted as Core Molding Technologies
determines the actual amount of deferred tax assets that will be realized. Core
Molding Technologies recorded a valuation allowance of $1,425,000 at June 30,
2004 and December 31, 2003.
14
PART I - FINANCIAL INFORMATION
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Core Molding Technologies' primary market risk results from
fluctuations in interest rates. Core Molding Technologies is also exposed to
changes in the price of commodities used in its manufacturing operations and
foreign currency fluctuations associated with the Mexican peso. Core Molding
Technologies does not hold any material market risk sensitive instruments for
trading purposes.
Core Molding Technologies has the following four items that are
sensitive to market risks: (1) Industrial Revenue Bond ("IRB") with a variable
interest rate. Core Molding Technologies has an interest rate swap to fix the
interest rate at 4.89%; (2) revolving line of credit, which bears a variable
interest rate; (3) bank note payable with a variable interest rate. Core Molding
Technologies entered into a swap agreement effective January 1, 2004, to fix the
interest rate at 5.75%; and (4) foreign currency purchases in which Core Molding
Technologies purchases Mexican pesos with United States dollars to meet certain
obligations that arise due to the facility located in Mexico.
Assuming a hypothetical 20% change in short-term interest rates in both
the six month periods ended June 30, 2004, and 2003, interest expense would not
change significantly, as the interest rate swap agreement would generally offset
the impact and the use of Core Molding Technologies' revolving line of credit
was not material during the six month period ended June 30, 2004.
15
PART I - FINANCIAL INFORMATION
ITEM 4
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, Core Molding
Technologies carried out an evaluation, under the supervision and with the
participation of Core Molding Technologies' management, including Core Molding
Technologies' Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of Core Molding Technologies'
disclosure controls and procedures as defined in Rules 13a-14 of the Securities
Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that Core Molding Technologies' disclosure
controls and procedures are effective in timely alerting them to material
information required to be included in this Quarterly Report on Form 10-Q. There
have been no material changes in Core Molding Technologies' internal controls or
in other factors, which could materially affect internal controls during the
most recent fiscal quarter.
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
EQUITY SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of the shareholders of Core Materials
Corporation held May 13, 2004, the following issues were voted
upon with the indicated results:
A. ELECTION OF DIRECTORS: SHARES VOTED FOR SHARES VOTED AGAINST
Thomas R. Cellitti 8,162,526 38,557
James F. Crowley 8,180,326 20,757
Ralph O. Hellmold 8,180,326 20,757
Thomas M. Hough 8,160,326 40,757
Malcolm M. Prine 8,180,326 20,757
James L. Simonton 8,162,326 38,757
John P. Wright 8,182,526 18,557
The above elected directors constitute the full acting
Board of Directors for Core Materials Corporation; all
terms expire at the 2005 annual meeting of stockholders of
the Company.
B. RATIFICATION OF DELOITTE AND TOUCHE, LLP AS AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2004:
SHARES VOTED FOR SHARES AGAINST SHARES ABSTAINING
8,187,826 12,631 626
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 May 6, 2004, Core Molding Technologies, Inc. filed a Form
8-K with the Securities and Exchange Commission regarding its
results for the quarter ended March 31, 2004.
17
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 MOLDING TECHNOLOGIES, INC.
Date: August 16, 2004 By: /s/ James L. Simonton
------------------------------
James L. Simonton
President, Chief Executive Officer
and Director
Date: August 16, 2004 By: /s/ Herman F. Dick, Jr.
------------------------------
Herman F. Dick, Jr.
Treasurer and Chief Financial Officer
18
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
Corporation1
2(a)(2) Second Amendment to Asset Purchase Incorporated by reference to
Agreement dated December 16, 1996(1) Exhibit 2(a)(2) to Annual
Report on Form 10-K for the
year-ended December 31, 2001
2(b)(1) Agreement and Plan of Merger dated as of Incorporated by reference to
November 1, 1996, between Core Molding Exhibit 2-B to Registration
Technologies, Inc. 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 Molding Technologies, Inc. and Report on Form 10-K for the
RYMAC Mortgage Investment Corporation year ended December 31, 2002
2(c)(1) Asset Purchase Agreement dated as of October 10, Incorporated by reference to
2001, between Core Molding Technologies, Inc. Exhibit 1 to Form 8K filed
and Airshield Corporation October 31, 2001
3(a)(1) Certificate of Incorporation of Incorporated by reference to
Core Molding Technologies, Inc. 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 Molding Technologies, Inc. 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
Molding Technologies, Inc., 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(a)(4) Certificate of Amendment of Certificate of Incorporated by reference to
Incorporation as filed with the Secretary of Exhibit 3(a)(4) to Quarterly
State of Delaware on August 28, 2002 Report on Form 10-Q for the
quarter ended September 30,
2002
19
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
3(b) By-Laws of Core Molding Technologies, Inc. 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 Molding Incorporated by reference to
Technologies, Inc. as filed with the Secretary Exhibit 4(a) to Registration
of State of Delaware on October 8, 1996 Statement on Form S-8
(Registration No. 333-29203)
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(a)(4) Certificate of Amendment of Certificate of Incorporated by reference to
Incorporation as filed with the Secretary of Exhibit 3(a)(4) to Quarterly
State of Delaware on August 28, 2002 Report on Form 10-Q for the
quarter ended September 30,
2002
4(b) By-Laws of Core Molding Technologies, Inc. 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
31(a) Certification by James L. Simonton pursuant to Filed Herein
Rule 13a-14(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31(b) Certification by Herman F. Dick, Jr. pursuant to Filed Herein
Rule 13a-14(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
20
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
32(a) Certification of James L. Simonton, Chief Filed Herein
Executive Officer of Core Molding Technologies,
Inc., dated August 14, 2003, pursuant to 18
U.S.C. Section 1350
32(b) Certification of Herman F. Dick, Jr., Chief Filed Herein
Financial Officer of Core Molding Technologies,
Inc., dated August 14, 2003, pursuant to 18
U.S.C. Section 1350
(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 Molding
Technologies, Inc. will provide any omitted exhibit or schedule to the
Securities and Exchange Commission upon request.
21