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, 2005
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 MOLDING TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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 [ ]
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 12, 2005, the latest practicable date, 9,986,130 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,
2005 2004
-------------- --------------
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 6,250,487 $ 5,358,246
Accounts receivable (less allowance for doubtful accounts:
June 30, 2005 - $383,000; December 31, 2004 - $235,000) 23,930,363 19,130,835
Inventories:
Finished and work in process goods 1,716,852 2,650,610
Stores 4,400,812 3,893,886
-------------- --------------
Total inventories 6,117,664 6,544,496
Deferred tax asset 1,822,198 1,892,238
Prepaid expenses and other current assets 2,270,349 2,272,975
-------------- --------------
Total current assets 40,391,061 35,198,790
Property, plant and equipment 46,105,195 45,387,577
Accumulated depreciation (23,747,943) (22,657,889)
-------------- --------------
Property, plant and equipment - net 22,357,252 22,729,688
Deferred tax asset - net 6,974,281 9,361,558
Goodwill 1,097,433 1,097,433
Customer List - net 210,452 235,211
Other assets 223,575 337,782
-------------- --------------
TOTAL $ 71,254,054 $ 68,960,462
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities
Current portion of long-term debt $ 1,755,716 $ 1,735,714
Current portion deferred gain 453,555 453,555
Current Portion of graduated lease payments 229,269 229,269
Accounts payable 11,146,785 14,055,397
Accrued liabilities:
Compensation and related benefits 4,667,668 3,664,949
Interest 103,547 101,132
Taxes 199,572 454,618
Other accrued liabilities 1,410,702 974,400
-------------- --------------
Total current liabilities 19,966,814 21,669,034
Long-term debt 10,487,853 11,370,711
Interest rate swap 358,891 474,658
Graduated lease payments 371,712 486,346
Deferred long-term gain 421,276 648,053
Postretirement benefits liability 8,972,517 8,034,774
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value, authorized shares - 10,000,000;
Outstanding shares: June 30, 2005 and December 31, 2004 - 0 - -
Common stock - $0.01 par value, authorized shares - 20,000,000;
Outstanding shares: June 30, 2005 - 9,980,130 and December 31,
2004 - 9,778,680 99,801 97,787
Paid-in capital 20,072,593 19,451,392
Accumulated other comprehensive loss, net of income tax effect (230,384) (314,536)
Retained earnings 10,732,981 7,042,243
-------------- --------------
Total stockholders' equity 30,674,991 26,276,886
-------------- --------------
TOTAL $ 71,254,054 $ 68,960,462
============== ==============
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,
------------------------------ ------------------------------
2005 2004 2005 2004
------------- ------------- ------------- -------------
NET SALES:
Products $ 31,998,569 $ 26,288,365 $ 62,216,568 $ 50,395,282
Tooling 1,660,268 318,599 3,959,226 452,799
------------- ------------- ------------- -------------
Total Sales 33,658,837 26,606,964 66,175,794 50,848,081
------------- ------------- ------------- -------------
Cost of sales 26,339,355 21,105,281 51,942,062 40,990,903
Postretirement benefits expense 578,370 426,128 1,091,194 800,787
------------- ------------- ------------- -------------
Total cost of sales 26,917,725 21,531,409 53,033,256 41,791,690
------------- ------------- ------------- -------------
GROSS MARGIN 6,741,112 5,075,555 13,142,538 9,056,391
------------- ------------- ------------- -------------
Selling, general and administrative expense 3,338,985 2,664,213 6,312,406 5,430,771
Postretirement benefits expense 163,130 83,542 275,701 169,789
------------- ------------- ------------- -------------
Total selling, general and administrative expense 3,502,115 2,747,755 6,588,107 5,600,560
INCOME BEFORE INTEREST AND TAXES 3,238,997 2,327,800 6,554,431 3,455,831
Interest income 43,439 1,701 60,609 3,404
Interest expense (205,854) (235,750) (396,835) (473,293)
------------- ------------- ------------- -------------
INCOME BEFORE INCOME TAXES 3,076,582 2,093,751 6,218,205 2,985,942
Income taxes:
Current 58,900 113,351 279,036 204,856
Deferred 1,282,694 670,431 2,248,431 926,484
------------- ------------- ------------- -------------
Total income taxes 1,341,594 783,782 2,527,467 1,131,340
------------- ------------- ------------- -------------
NET INCOME $ 1,734,988 $ 1,309,969 $ 3,690,738 $ 1,854,602
============= ============= ============= =============
NET INCOME PER COMMON SHARE:
Basic $ 0.18 $ 0.13 $ 0.38 $ 0.19
Diluted $ 0.17 $ 0.13 $ 0.36 $ 0.19
============= ============= ============= =============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 9,858,310 9,778,680 9,818,715 9,778,680
Diluted 10,510,005 9,889,313 10,305,600 9,891,821
============= ============= ============= =============
See notes to condensed consolidated financial statements
3
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
COMMON STOCK ACCUMULATED OTHER TOTAL
OUTSTANDING PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) EQUITY
--------- --------- ------------ ------------- ----------------- -------------
BALANCE AT JANUARY 1, 2005 9,778,680 $ 97,787 $ 19,451,392 $ 7,042,243 $ (314,536) $ 26,276,886
Net Income 3,690,738 3,690,738
Common shares issued from
exercise of stock options 201,450 2,014 621,201 623,215
Hedge accounting effect of the
interest rate swaps at June 30, 2005
net of deferred income tax expense
of $39,361. 84,152 84,152
--------- --------- ------------ ------------- ----------------- -------------
BALANCE AT JUNE 30, 2005 9,980,130 $ 99,801 $ 20,072,593 $ 10,732,981 $ (230,384) $ 30,674,991
========= ========= ============ ============= ================= =============
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,
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,690,738 $ 1,854,602
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 1,162,795 1,041,681
Deferred income taxes 2,417,956 926,484
Interest expense related to ineffectiveness of swap 7,746 -
Loss on disposal of assets 11,528 16,600
Loss/(gain) on translation of foreign currency financial statements (4,165) (18,192)
Amortization of gain on sale/leaseback transactions (226,777) (226,777)
Change in operating assets and liabilities:
Accounts receivable (4,799,528) (4,659,449)
Inventories 426,832 (522,404)
Prepaid and other assets 2,626 (1,153,542)
Accounts payable (2,904,447) 2,466,117
Accrued and other liabilities 1,071,755 395,372
Postretirement benefits liability 937,743 618,166
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,794,802 738,658
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (816,158) (634,415)
Proceeds from maturities of mortgage-backed security investment 88,239 763
Proceeds from sale of property and equipment 65,000 -
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (662,919) (633,652)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 623,216 -
Cash (bank) overdrafts - 289,518
Payments of principal on secured note payable (642,858) (535,715)
Payments of principal on industrial revenue bond (220,000) (205,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (239,642) (451,197)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 892,241 (346,191)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,358,246 346,191
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,250,487 $ -
=========== ===========
Cash paid for:
Interest $ 326,066 $ 516,751
=========== ===========
Income taxes $ 465,828 $ 210,500
=========== ===========
See notes to condensed consolidated financial statements.
5
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF 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, 2005, and the results of
their operations and cash flows. The "Consolidated Notes to Financial
Statements", which are contained in the 2004 Annual Report to Shareholders,
should be read in conjunction with these condensed consolidated financial
statements. Certain reclassifications have been made to prior year's amounts to
conform to the classifications of such amounts for 2005.
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 resin transfer ("RTM") closed mold process. In September 2004,
Core Molding Technologies acquired substantially all of the assets of Keystone
Restyling Products, Inc., a privately held manufacturer and distributor of
fiberglass reinforced products for the automotive-aftermarket industry. In
August 2005, Core Molding Technologies acquired certain assets of the Cincinnati
Fiberglass Division of Diversified Glass Inc., a privately held manufacturer and
distributor of fiberglass reinforced plastic components supplied primarily to
the heavy-duty truck market (see Note 9).
STOCK BASED COMPENSATION - Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," and SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure,"
encourage, but do not require, companies to record compensation cost for
stock-based employee compensation plans at fair value. Core Molding Technologies
has chosen to continue to account 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 SFAS No. 123 in accordance with
the disclosure provision of SFAS No. 148, Core Molding Technologies' net income
and earnings per common share would have resulted in the pro forma amounts as
reported below.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ----------------------
2005 2004 2005 2004
----------- ----------- ---------- ----------
Net income as reported $ 1,734,988 $ 1,309,969 $3,690,738 $1,854,602
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of related tax effects 21,958 18,641 102,062 32,300
----------- ----------- ---------- ----------
Pro forma net income $ 1,713,030 $ 1,291,328 $3,588,676 $1,822,302
=========== =========== ========== ==========
Earnings per share:
Basic - as reported $ 0.18 $ 0.13 $ 0.38 $ 0.19
Basic - pro forma $ 0.17 $ 0.13 $ 0.36 $ 0.19
Diluted - as reported $ 0.17 $ 0.13 $ 0.36 $ 0.19
Diluted - pro forma $ 0.16 $ 0.13 $ 0.35 $ 0.19
The pro forma amounts are not representative of the effects on reported
net earnings or earnings per common share for future periods.
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,
-------------- --------------- --------------- --------------
2005 2004 2005 2004
-------------- --------------- --------------- --------------
Net income $ 1,734,988 $ 1,309,969 $ 3,690,738 $ 1,854,602
-------------- --------------- --------------- --------------
Weighted average common shares
outstanding (basic) 9,858,310 9,778,680 9,818,715 9,778,680
Plus: dilutive options assumed
exercised 1,051,650 1,003,550 1,051,650 1,003,550
Less: shares assumed repurchased with
proceeds from exercise (399,955) (892,917) (564,765) (890,409)
-------------- --------------- --------------- --------------
Weighted average common and
potentially issuable common shares
outstanding (diluted) 10,510,005 9,889,313 10,305,600 9,891,821
============== =============== =============== ==============
Basic earnings per common share $ 0.18 $ 0.13 $ 0.38 $ 0.19
Diluted earnings per common share $ 0.17 $ 0.13 $ 0.36 $ 0.19
For the three and six months ended June 30, 2005, there were no
antidilutive options. For the three and six months ended June 30, 2004 there
were 18,000 antidilutive options.
3. SALES REVENUE
Core Molding Technologies currently has three major customers,
International Truck & Engine Corporation ("International"), Freightliner, LLC
("Freightliner"), and Yamaha. Major customers are defined as customers whose
sales individually consist of more than ten percent of total sales. The
following table presents sales revenue for the above-mentioned customers for the
three and six months ended June 30, 2005 and June 30, 2004:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
International $ 18,609,331 $ 14,073,610 $ 35,980,243 $ 26,825,645
Freightliner 4,660,802 3,066,979 9,179,744 6,014,892
Yamaha 3,544,247 4,121,746 7,595,710 7,915,747
------------ ------------ ------------ ------------
Subtotal 26,814,380 21,262,335 52,755,697 40,756,284
Other 6,844,457 5,344,629 13,420,097 10,091,797
------------ ------------ ------------ ------------
Total $ 33,658,837 $ 26,606,964 $ 66,175,794 $ 50,848,081
============ ============ ============ ============
Subsequent to the end of the second quarter, Core Molding Technologies was
informed by Yamaha of its intention to diversify its supplier base and as a
result may not continue to be a major customer in future reporting periods.
7
4. COMPREHENSIVE INCOME
Comprehensive income represents net income plus the results of certain
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,
------------------------------- ------------------------
2005 2004 2005 2004
-------------- -------------- ----------- ----------
Net income $ 1,734,988 $ 1,309,969 $ 3,690,738 $1,854,602
Change in fair value of the interest
rate swaps, net of deferred income
tax benefit of $41,824 and tax
expense of $176,271 for the three
months ended June 30, respectively;
and tax expense of $39,361 and
$61,933 for the six months ended
June 30, respectively. (73,441) 342,173 84,152 120,223
-------------- -------------- ----------- ----------
Comprehensive income $ 1,661,547 $ 1,652,142 $ 3,774,890 $1,974,825
============== ============== =========== ==========
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, 2005
and 2004 are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
Pension Expense:
Interest cost $ 4,000 $ 4,000 $ 8,000 $ 8,000
Defined contribution plan
Contributions 94,000 53,000 178,000 107,000
Multi-employer plan
Contributions 128,000 78,000 243,000 140,000
---------- ---------- ---------- ----------
Total pension expense 226,000 135,000 429,000 255,000
---------- ---------- ---------- ----------
Health and Life Insurance:
Service cost 259,000 166,000 451,000 317,000
Interest cost 189,000 181,000 369,000 346,000
Amortization of net loss 68,000 27,000 118,000 52,000
---------- ---------- ---------- ----------
Net periodic benefit cost 516,000 374,000 938,000 715,000
---------- ---------- ---------- ----------
Total postretirement benefits
expense $ 742,000 $ 509,000 $1,367,000 $ 970,000
========== ========== ========== ==========
Core Molding Technologies expects to make approximately $140,500 of
postretirement benefit payments through the remainder of 2005.
In May 2004, the Financial Accounting Standards Board ("FASB") staff
issued FASB Staff Position 106-2, "Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of
2003" (the "Act"). Core Molding Technologies adopted the provisions of the Act
in the third quarter of 2004.
8
6. ACQUISITION OF KEYSTONE RESTYLING
In September 2004, Core Molding Technologies purchased substantially all
of the assets consisting primarily of inventory and equipment, of Keystone
Restyling Products, Inc., for $544,150. Core Molding Technologies may be
required to pay contingent cash payments based on certain earnings threshold of
the acquired business during the three-year period beginning January 1, 2005,
and continuing through December 31, 2007. No payments have been required as of
June 30, 2005. Additional costs will be recorded as an intangible asset.
The acquisition was recorded using the purchase method of accounting.
Accordingly, the purchase price has been allocated to tangible and identified
intangible assets acquired based on a preliminary estimate of the fair values at
the date of acquisition. If the acquisition had occurred at January 1, 2004, the
operating results of Keystone Restyling Products, Inc. would not have been
significant to Core Molding Technologies.
The following table presents the allocation of the purchase price:
Inventory $ 145,110
Property and equipment 151,450
Customer list 247,590
-----------
Total purchase price $ 544,150
===========
Core Molding Technologies will amortize the customer list on a
straight-line basis over sixty months. Amortization expense is expected to be
$49,518 in 2005 through 2008 and $37,138 in 2009.
7. INTEREST RATE SWAPS
Core Molding Technologies has entered into interest rate swap agreements,
which are designated as cash flow hedging instruments on both the Industrial
Revenue Bond and the bank note payable. In all periods presented Core Molding
Technologies cash flow hedges were highly effective; any ineffectiveness was not
material. Interest expense related to the ineffectiveness of the IRB swap was
$7,746 for three months ended June 30, 2005. None of the changes in the fair
value of our interest rate swaps have been excluded from our assessment of hedge
effectiveness.
8. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an
amendment of ARB No. 43, Chapter 4," which clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage) and also requires that the allocation of fixed production overhead be
based on the normal capacity of the production facilities. SFAS No. 151 is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. Core Molding Technologies is currently evaluating the impact of
adopting this statement but believes it will not have a material effect on the
consolidated financial statements.
In December 2004, the FASB issued revised SFAS No. 123, "Share-Based
Payment," which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued
to Employees." This statement, which requires the cost of all share-based
payment transactions be recognized in the financial statements, establishes fair
value as the measurement objective and requires entities to apply a
fair-value-based measurement method in accounting for share-based payment
transactions. The statement applies to all awards granted, modified, repurchased
or cancelled after January 1, 2006, and unvested portions of previously issued
and outstanding awards. Core Molding Technologies is currently evaluating the
impact of adopting this statement.
9. SUBSEQUENT EVENTS
On August 3, 2005 Core Molding Technologies, Inc. acquired certain assets
of the Cincinnati Fiberglass Division of Diversified Glass Inc., a Batavia,
Ohio-based, privately held manufacturer and distributor of fiberglass reinforced
plastic components supplied primarily to the heavy-duty truck market, for
approximately $740,000. The final purchase price is subject to change as the
contract allows Core Molding Technologies thirty days from the date of closing
to confirm the value of the assets being purchased.
The acquisition will be recorded using the purchase method of accounting.
Accordingly, the purchase price will be allocated to tangible and identified
intangible assets acquired based on a preliminary estimate of the fair values at
the date of acquisition.
9
PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 three 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 and hand-lay-up open
mold process and resin transfer ("RTM") close mold process. In September 2004,
Core Molding Technologies acquired substantially all the operating assets of
Keystone Restyling Products, Inc., a privately held manufacturer and distributor
of fiberglass reinforced products for the automotive-aftermarket industry. In
August 2005, Core Molding Technologies acquired certain assets of the Cincinnati
Fiberglass Division of Diversified Glass Inc., a privately held manufacturer and
distributor of fiberglass reinforced plastic components supplied primarily to
the heavy-duty truck market.
10
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2005, AS COMPARED TO THREE MONTHS ENDED JUNE 30,
2004
Net sales for the three months ended June 30, 2005, totaled $33,659,000,
representing an approximate 27% increase from the $26,607,000 reported for the
three months ended June 30, 2004. Included in total sales are tooling project
revenues of $1,660,000 and $319,000 for the three months ended June 30, 2005 and
June 30, 2004, respectively. Tooling project revenues are sporadic in nature and
do not represent a recurring trend. Total product sales, excluding tooling
project revenue, were higher by approximately 22% for the three months ended
June 30, 2005, as compared to the same period a year ago. 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. Sales to International
totaled $18,609,000 for the three months ended June 30, 2005, an approximate 32%
increase from the three months ended June 30, 2004 amount of $14,074,000. The
primary reasons for the increase in sales to International were due to the
positive impact general economic conditions have had, as referenced above, as
well as recognition of tooling revenue. Sales to Freightliner totaled $4,661,000
for the three months ended June 30, 2005, which was an increase of approximately
52% from the $3,067,000 for June 30, 2004. The primary reason for this increase
was due to increased order volumes. Sales to Yamaha decreased by approximately
$578,000 for the three months ended June 30, 2005, compared to the same time a
year ago. The primary reason for this decrease was due to the demand for
Yamaha's personal watercraft.
Sales to other customers for the three months ended June 30, 2005,
increased approximately 28% to $6,844,000 from $5,345,000 for the three months
ended June 30, 2004. 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. Also contributing to this increase are sales
from Core Molding Technologies automotive aftermarket division, which was
acquired in September 2004.
Gross margin was approximately 20.0% of sales for the three months ended
June 30, 2005, compared with 19.1% for the three months ended June 30, 2004. The
primary reasons for this increase were improved production efficiencies related
to labor usage and the favorable effect of increased production volumes,
allowing Core Molding Technologies to better absorb its fixed costs of
production. Partially offsetting these improvements were increases in employee
benefits and costs of several raw material and operating costs, particularly
those related to petroleum and energy sources.
Selling, general and administrative expenses ("SG&A") totaled $3,502,000
for the three months ended June 30, 2005, increasing from $2,748,000 for the
three months ended June 30, 2004. The primary reason for this difference was due
to increases in certain employee benefits.
Interest expense totaled $206,000 for the three months ended June 30,
2005, decreasing from $236,000 for the three months ended June 30, 2004.
Interest rates experienced by Core Molding Technologies with respect to its two
long-term borrowing facilities 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, 2005, are estimated to be
approximately 44% of total earnings before taxes. The difference between the
effective tax rate and the statutory tax rate is due primarily to expensing
previously recorded deferred state tax assets that Core Molding Technologies
will not be able to realize as a result of recent Ohio corporate tax
legislation, enacted on June 30, 2005, which phases out Ohio's Corporate
Franchise Tax based on income and phases in a new gross receipts tax called the
Commercial Activity Tax. As a result, Core Molding Technologies recorded an
additional income tax expense of $193,000 in the three months ended June 30,
2005. Actual income tax payments will be lower than the recorded income tax
expense, as Core Molding Technologies has substantial federal tax net operating
loss carryforwards. These net operating loss carryforwards were recorded as a
deferred tax asset. As the tax net operating 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, 2005, was $1,735,000, or
$.18 per basic and $.17 per diluted share, representing an increase of $425,000
over the net income for the three months ended June 30, 2004, of $1,310,000, or
$.13 per basic and diluted share.
11
SIX MONTHS ENDED JUNE 30, 2005, AS COMPARED TO SIX MONTHS ENDED JUNE 30, 2004
Net sales for the six months ended June 30, 2005, totaled $66,176,000,
representing an approximate 30% increase from the $50,848,000 reported for the
six months ended June 30, 2004. Revenue from tooling projects totaled $3,959,000
for the six months ended June 30, 2005. Tooling project revenues for the six
months ended June 30, 2004, totaled $453,000. 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 23% for
the six months ended June 30, 2005, as compared to June 30, 2004. 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, 2005 were $35,980,000, as
compared to the six months ended June 30, 2004 of $26,826,000. The primary
reasons for the increase in sales to International were due to the positive
impact general economic conditions have had, as referenced above, as well as
recognition of tooling revenue. Sales to Freightliner totaled $9,180,000 for the
six months ended June 30, 2005, which was an increase of approximately 53% from
the $6,015,000 for June 30, 2004. The primary reason for this increase was due
to increased order volumes. Sales to Yamaha decreased by approximately $320,000
for the three months ended June 30, 2005, compared to the same time a year ago.
The primary reason for this decrease was due to the demand for Yamaha's personal
watercraft.
Sales to other customers for the six months ended June 30, 2005, increased
approximately 33% to $13,420,000 from $10,092,000 for the six months ended June
30, 2004. 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. Also contributing to this increase are sales from Core Molding
Technologies automotive aftermarket division, which was acquired in September
2004.
Gross margin was approximately 19.9% of sales for the six months ended
June 30, 2005, compared with 17.8% for the six months ended June 30, 2004. 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 due to
production efficiencies primarily related to labor usage. 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. Partially offsetting these improvements were increases in employee
benefits and costs of several raw material and operating costs, particularly
those related to petroleum and energy sources.
Selling, general and administrative expenses ("SG&A") totaled $6,588,000
for the six months ended June 30, 2005, increasing from $5,601,000 for the six
months ended June 30, 2004. The primary reason for this difference was due to
increases in certain employee benefits.
Interest expense totaled $397,000 for the six months ended June 30, 2005,
decreasing from $473,000 for the six months ended June 30, 2004. The decrease is
due to regularly scheduled principal payments made in 2005. Interest rates
experienced by Core Molding Technologies with respect to its long-term borrowing
facilities 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, 2005, are estimated to be
approximately 41% of total earnings before taxes. The difference between the
effective tax rate and the statutory tax rate is due to expensing previously
recorded deferred state tax assets that Core Molding Technologies will not be
able to realize as a result of the recent Ohio corporate tax legislation,
enacted on June 30, 2005, which phases out Ohio's Corporate Franchise Tax based
on income and phases in a new gross receipts tax called the Commercial Activity
Tax. As a result, Core Molding Technologies recorded an additional income tax
expense of $193,000 in the six months ended June 30, 2005. Actual income tax
payments will be lower than the recorded income tax expense, as Core Molding
Technologies has substantial federal tax net operating loss carryforwards. These
net operating loss carryforwards were recorded as a deferred tax asset. As the
tax net operating 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, 2005, was $3,691,000, or $.38
per basic and $.36 per diluted share, representing an increase of $1,836,000
over the net income for the six months ended June 30, 2004, of $1,855,000, or
$.19 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 operations for the six months ended June 30, 2005 totaled
approximately $1,795,000. Net income increased operating cash flows by
$3,691,000. Non-cash expenses of depreciation and amortization of $1,163,000
added to positive operating cash flows. In addition, the decrease in deferred
income taxes also had a positive impact on operating cash flows of $2,418,000,
which is primarily a result of Core Molding Technologies' net operating loss
carryforwards reducing current year tax obligations. Partially offsetting the
above referenced increases in operating cash flows were increases in accounts
receivable of $4,800,000, which is primarily related to increased sales volume,
and accounts payable of $2,904,000, due to timing of payments.
Cash used for investing activities was $663,000 for the six months ended
June 30, 2005. Capital expenditures, which was primarily related to the
acquisition of machinery and equipment, totaled $816,000. Core Molding
Technologies anticipates spending an additional $2,836,000 for the remainder of
the year for capital projects, which will be funded by cash from operations.
Adding to cash flows from investing activities was $88,000 from the maturity of
a mortgage-backed security investment and $65,000 from the sale of property
plant and equipment.
Cash used for financing activities was $240,000. Core Molding Technologies
made principal repayments on the bank note payable of $643,000 and regularly
scheduled payments on the Industrial Revenue Bond of $220,000. Partially
offsetting these payments were proceeds of $623,000 from the issuance of common
stock related to the exercise of 201,450 stock options.
At June 30, 2005, Core Molding Technologies had cash on hand of $6,250,000
and an available line of credit of $7,500,000, which is scheduled to mature on
April 30, 2007 ("Line of Credit"). At June 30, 2005, Core Molding Technologies
had no outstanding borrowing on the Line of Credit. As of June 30, 2005, Core
Molding Technologies was in compliance with its financial debt covenants for the
Line of Credit and letter of credit securing the Industrial Revenue Bond and
certain equipment leases. These covenants relate to maintaining certain
financial ratios. Management expects Core Molding Technologies to meet these
covenants for the year 2005. 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
This 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 recorded an allowance for
doubtful accounts of $383,000 at June 30, 2005, and $235,000 at December 31,
2004. 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 has reduced accounts receivable for
chargebacks of $1,128,000 at June 30, 2005, and $719,000 at December 31, 2004.
Inventories:
Inventories, which include material, labor and manufacturing overhead, are
valued at the lower of cost or market. The inventories are accounted for using
the first-in, first-out (FIFO) method of determining inventory costs. Inventory
quantities on-hand are regularly reviewed, and where necessary, provisions for
excess and obsolete inventory are recorded based on historical and anticipated
usage.
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, 2005 or the year ended
December 31, 2004.
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
2004 Annual Report to Shareholders. Core Molding Technologies recorded a
liability for post retirement healthcare benefits based on actuarially computed
estimates of $8,973,000 at June 30, 2005, and $8,035,000 at December 31, 2004.
Income taxes:
The Condensed Consolidated Balance Sheet at June 30, 2005 and December 31,
2004, includes a deferred tax asset of $8,796,000 and $11,254,000. Core Molding
Technologies performs analyses to evaluate the amount of deferred tax assets
that will be realized. Such analyses are based on the premise that the company
is, and will continue to be, a going concern and that it is more likely than not
that deferred tax benefits will be realized through the generation of future
taxable income. For more information, refer to Note 10 in Core Molding
Technologies 2004 Annual Report to Shareholders.
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 five items that are sensitive
to market risks: (1) Industrial Revenue Bond ("IRB") with a variable interest
rate. The Company 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. The Company entered into a swap
agreement effective January 1, 2004, to fix the interest rate at 5.75%; (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; and (5) raw material purchases in which Core
Molding Technologies purchases various resins for use in production. The prices
of these resins are affected by the prices of crude oil and natural gas as well
as processing capacity versus demand.
Assuming a hypothetical 10% increase in commodity prices, Core Molding
Technologies would be impacted by an increase in raw material costs, which would
have an adverse affect on operating margins.
Assuming a hypothetical 10% change in short-term interest rates in both
the six month periods ended June 30, 2005, and 2004, interest expense would not
change significantly, as the interest rate swap agreement would generally offset
the impact.
15
PART I - FINANCIAL INFORMATION
ITEM 4
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company has
carried out an evaluation, under the supervision and with the participation of
its management, including its Chief Executive Officer and its Chief Financial
Officer, of the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act).
Based upon this evaluation, the Company's management, including its Chief
Executive Officer and its Chief Financial Officer, concluded that the Company's
disclosure controls and procedures were (i) effective to ensure that information
required to be disclosed in the Company's reports filed or submitted under the
Exchange Act were accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosures, and (ii)
effective to ensure that information required to be disclosed in the Company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms.
There were no changes in internal control over financial reporting (as
such term is defined in Exchange Act Rule 13a-15(f)) that occurred in the last
fiscal quarter that have materially affected, or are reasonable likely to
materially affect, our internal control over financial reporting.
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY 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 during the three months ended June 30, 2005.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
See Index to Exhibits
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 12, 2005 By: /s/ James L. Simonton
--------------------------------------------
James L. Simonton
President, Chief Executive Officer and
Director
Date: August 12, 2005 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
Corporation(1)
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)
10(p) Phantom stock agreement with James L. Simonton, Incorporated by reference to
President and Chief Executive Officer Exhibit 10(p) to Quarterly
Report on Form 10-Q for the
quarter ended March 31, 2005
11 Computation of Net Income per Share Exhibit 11 omitted because
the required information is
Included in Notes to
Financial Statement
31(a) Section 302 Certification by James L. Simonton, Filed Herein
President and Chief Executive Officer
31(b) Section 302 Certification by Herman F. Dick Jr., Filed Herein
Treasurer and Chief Financial Officer
20
\
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ------------------------------------------------ ----------------------------
32(a) Certification of James L. Simonton, Chief Filed Herein
Executive Officer of Core Molding Technologies,
Inc., dated August 12, 2005, 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 12, 2005, 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