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 September 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
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
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]
Indicate by check mark whether the registrant is a shell company as defined
in Rule 12b-2 of the Act.
Yes [ ] NO [X]
As of November 11, 2005, the latest practicable date, 10,014,510 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
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 8,374,368 $ 5,358,246
Accounts receivable (less allowance for doubtful accounts:
September 30, 2005 - $227,000; December 31, 2004 - $235,000) 29,352,539 19,130,835
Inventories:
Finished and work in process goods 2,142,740 2,650,610
Stores 5,274,404 3,893,886
------------ ------------
Total inventories 7,417,144 6,544,496
Deferred tax asset 1,822,198 1,892,238
Prepaid expenses and other current assets 2,047,631 2,272,975
------------ ------------
Total current assets 49,013,880 35,198,790
Property, plant and equipment 46,917,177 45,387,577
Accumulated depreciation (24,306,206) (22,657,889)
------------ ------------
Property, plant and equipment - net 22,610,971 22,729,688
Deferred tax asset - net 6,179,519 9,361,558
Goodwill 1,097,433 1,097,433
Customer list - net 198,072 235,211
Other assets 210,590 337,782
------------ ------------
TOTAL $ 79,310,465 $ 68,960,462
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities
Current portion long-term debt $ 1,765,716 $ 1,735,714
Current portion deferred gain 366,960 453,555
Current portion of graduated lease payments 229,269 229,269
Accounts payable 17,234,392 14,055,397
Accrued liabilities:
Compensation and related benefits 5,566,766 3,664,949
Interest 94,327 101,132
Taxes 307,895 454,618
Other accrued liabilities 982,129 974,400
------------ ------------
Total current liabilities 26,547,454 21,669,034
Long-term debt 10,041,424 11,370,711
Fair value interest rate swap 178,154 474,658
Graduated lease payments 314,394 486,346
Deferred long-term gain 394,482 648,053
Postretirement benefits liability 9,421,158 8,034,774
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value, authorized shares - 10,000,000;
Outstanding shares: September 30, 2005 and
December 31, 2004 - 0 -- --
Common stock - $0.01 par value, authorized shares - 20,000,000;
Outstanding shares: September 30, 2005 - 10,014,510 and
December 31, 2004 - 9,778,680 100,145 97,787
Paid-in capital 20,180,191 19,451,392
Accumulated other comprehensive loss, net of income tax effect (111,098) (314,536)
Retained earnings 12,244,161 7,042,243
------------ ------------
Total stockholders' equity 32,413,399 26,276,886
------------ ------------
TOTAL $ 79,310,465 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2005 2004 2005 2004
----------- ----------- ----------- -----------
NET SALES:
Products $31,045,446 $24,923,582 $93,262,014 $75,318,864
Tooling 568,525 1,004,072 4,527,751 1,456,871
----------- ----------- ----------- -----------
Total sales 31,613,971 25,927,654 97,789,765 76,775,735
----------- ----------- ----------- -----------
Cost of sales 25,558,445 22,101,202 77,500,507 63,092,105
Postretirement benefits expense 569,135 460,818 1,660,329 1,261,605
----------- ----------- ----------- -----------
Total cost of sales 26,127,580 22,562,020 79,160,836 64,353,710
----------- ----------- ----------- -----------
GROSS MARGIN 5,486,391 3,365,634 18,628,929 12,422,025
----------- ----------- ----------- -----------
Selling, general and administrative expense 2,907,003 2,354,693 9,219,409 7,785,464
Postretirement benefits expense 92,650 75,017 368,351 244,806
----------- ----------- ----------- -----------
Total selling, general and administrative expense 2,999,653 2,429,710 9,587,760 8,030,270
INCOME BEFORE INTEREST AND TAXES 2,486,738 935,924 9,041,169 4,391,755
Interest income 62,442 1,596 123,051 5,000
Interest expense (180,428) (209,176) (577,263) (682,469)
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 2,368,752 728,344 8,586,957 3,714,286
Income taxes:
Current 124,260 56,548 403,296 261,404
Deferred 733,312 194,097 2,981,743 1,120,581
----------- ----------- ----------- -----------
Total income taxes 857,572 250,645 3,385,039 1,381,985
----------- ----------- ----------- -----------
NET INCOME $ 1,511,180 $ 477,699 $ 5,201,918 $ 2,332,301
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE:
Basic $ 0.15 $ 0.05 $ 0.53 $ 0.24
Diluted $ 0.14 $ 0.05 $ 0.50 $ 0.24
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 9,990,053 9,778,680 9,876,455 9,778,680
Diluted 10,578,296 9,789,175 10,388,126 9,837,825
=========== =========== =========== ===========
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, 2005 9,778,680 $ 97,787 $19,451,392 $ 7,042,243 $(314,536) $26,276,886
Net income 5,201,918 5,201,918
Common shares issued from exercise of stock
options 235,830 2,358 728,799 731,157
Change in fair value of the interest
rate swaps at September 30, 2005 net of
deferred income tax expense of $100,811. 203,438 203,438
---------- -------- ----------- ----------- --------- -----------
BALANCE AT SEPTEMBER 30, 2005 10,014,510 $100,145 $20,180,191 $12,244,161 $(111,098) $32,413,399
========== ======== =========== =========== ========= ===========
See notes to condensed consolidated financial statements.
4
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
2005 2004
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,201,918 $ 2,332,301
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,742,883 1,537,972
Deferred income taxes 3,151,268 1,120,581
Interest expense related to ineffectiveness of swap 7,746 --
Loss on disposal of assets 11,528 16,600
Gain on translation of foreign currency financial statements (4,242) (88,412)
Amortization of gain on sale/leaseback transactions (340,166) (340,165)
Change in operating assets and liabilities:
Accounts receivable (10,185,439) (5,406,348)
Inventories (203,786) (1,093,080)
Prepaid and other assets 225,344 (530,011)
Accounts payable 3,000,200 3,418,646
Accrued and other liabilities 1,467,015 527,805
Postretirement benefits liability 1,386,384 958,328
------------ -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,460,653 2,454,217
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,341,566) (1,135,929)
Proceeds from maturities of mortgage-backed security investment 88,239 1,032
Proceeds from sale of property and equipment 65,000 --
Acquisition of Cincinnati Fiberglass, Inc. (688,077) --
Acquisition of Keystone Restyling -- (526,360)
------------ -----------
NET CASH USED IN INVESTING ACTIVITIES (1,876,404) (1,661,257)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 731,158 --
Net borrowings on line of credit -- 585,000
Cash (bank) overdrafts -- (857,144)
Payments of principal on secured note payable (964,285) --
Payments of principal on industrial revenue bond (335,000) (310,000)
------------ -----------
NET CASH USED IN FINANCING ACTIVITIES (568,127) (582,144)
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,016,122 210,816
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,358,246 346,191
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,374,368 $ 557,007
============ ===========
Cash paid for:
Interest $ 399,143 $ 636,998
============ ===========
Income taxes $ 484,918 $ 257,502
============ ===========
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 September 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. Core Molding Technologies operates four
production facilities in Columbus, Ohio, Batavia, Ohio, Gaffney, South Carolina,
and Matamoros, Mexico. The Columbus and Gaffney facilities produce reinforced
plastics by compression molding sheet molding compound ("SMC") in a closed mold
process. The Batavia facility, which was acquired in August 2005 (see Note 6),
produces reinforced plastic products by a robotic spray-up open mold process and
multiple insert tooling ("MIT") closed mold process. The Matamoros facility
utilizes spray-up and hand lay-up open mold processes and resin transfer ("RTM")
closed mold process to produce reinforced plastic products. Core Molding
Technologies also sells reinforced plastic products in the
automotive-aftermarket industry as a result of its September 2004 acquisition of
certain assets of Keystone Restyling Products, Inc. (see Note 6).
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- -----------------------
2005 2004 2005 2004
---------- -------- ---------- ----------
Net income as reported $1,511,180 $477,699 $5,201,918 $2,332,301
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects 34,822 40,848 189,461 73,148
---------- -------- ---------- ----------
Pro forma net income $1,476,358 $436,851 $5,012,457 $2,259,153
========== ======== ========== ==========
Earnings per share:
Basic - as reported $ 0.15 $ 0.05 $ 0.53 $ 0.24
Basic - pro forma $ 0.15 $ 0.04 $ 0.51 $ 0.23
Diluted - as reported $ 0.14 $ 0.05 $ 0.50 $ 0.24
Diluted - pro forma $ 0.14 $ 0.04 $ 0.48 $ 0.23
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2005 2004 2005 2004
----------- ---------- ----------- ----------
Net income $ 1,511,180 $ 477,699 $ 5,201,918 $2,332,301
----------- ---------- ----------- ----------
Weighted average common shares
outstanding (basic) 9,990,053 9,778,680 9,876,455 9,778,680
Plus: dilutive options assumed exercised 997,270 121,500 997,270 871,885
Less: shares assumed repurchased with proceeds
from exercise (409,027) (111,005) (485,599) (812,740)
----------- ---------- ----------- ----------
Weighted average common and potentially
issuable common shares outstanding (diluted) 10,578,296 9,789,175 10,388,126 9,837,825
=========== ========== =========== ==========
Basic earnings per common share $ 0.15 $ 0.05 $ 0.53 $ 0.24
Diluted earnings per common share $ 0.14 $ 0.05 $ 0.50 $ 0.24
For the three and nine months ended September 30, 2005, there were no
antidilutive options. For the three and nine months ended September 30, 2004
there were 894,800 and 20,000 antidilutive options, respectively.
3. SALES REVENUE
Core Molding Technologies currently has four major customers, International
Truck & Engine Corporation ("International"), Freightliner, LLC
("Freightliner"), PACCAR, Inc. ("PACCAR"), and Yamaha Motor Manufacturing
Corporation ("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
nine months ended September 30, 2005 and September 30, 2004:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2005 2004 2005 2004
----------- ----------- ---------- -----------
International $15,160,355 $14,123,020 $51,140,598 $40,948,665
Freightliner 4,285,745 4,191,227 13,465,489 10,206,119
PACCAR 5,704,260 1,155,223 8,494,156 2,611,291
Yamaha 1,257,229 1,962,415 8,852,939 9,878,162
----------- ----------- ----------- -----------
Subtotal 26,407,589 21,431,885 81,953,182 63,644,237
Other 5,206,382 4,495,769 15,836,583 13,131,498
----------- ----------- ----------- -----------
Total $31,613,971 $25,927,654 $97,789,765 $76,775,735
=========== =========== =========== ===========
In the third 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2005 2004 2005 2004
----------- --------- ---------- ----------
Net income $1,511,180 $ 477,699 $5,201,918 $2,332,301
Change in fair value of the interest rate
swaps, net of deferred income tax expense of
$61,450 and tax benefit of $58,771 for the
three months ended September 30, respectively;
and tax expense of $100,811 and $3,162 for the
nine months ended September 30, respectively. 119,286 (114,085) 203,438 6,139
---------- --------- ---------- ----------
Comprehensive income $1,630,466 $ 363,614 $5,405,356 $2,338,440
========== ========= ========== ==========
5. POSTRETIREMENT BENEFITS
The components of expense for all of Core Molding Technologies'
postretirement benefits plans for the three and nine months ended September 30,
2005 and 2004 are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------------
2005 2004 2005 2004
-------- -------- ---------- ----------
Pension Expense:
Interest cost $ 4,000 $ 4,000 $ 12,000 $ 12,000
Defined contribution plan
Contributions 170,000 115,000 348,000 222,000
Multi-employer plan
Contributions 39,000 77,000 282,000 217,000
-------- -------- ---------- ----------
Total pension expense 213,000 196,000 642,000 451,000
-------- -------- ---------- ----------
Health and Life Insurance:
Service cost 225,000 165,000 676,000 482,000
Interest cost 183,000 105,000 552,000 451,000
Amortization of net loss 41,000 70,000 159,000 122,000
-------- -------- ---------- ----------
Net periodic benefit cost 449,000 340,000 1,387,000 1,055,000
-------- -------- ---------- ----------
Total postretirement benefits
expense $662,000 $536,000 $2,029,000 $1,506,000
======== ======== ========== ==========
Core Molding Technologies has made contributions of approximately $664,000
to pension plans through September 30, 2005 of which $394,000 was accrued at
December 31, 2004. Core Molding Technologies expects to make approximately
$198,000 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. The adoption of the provisions of the Act increased net income
for the three and nine months ended September 30, 2004 by $39,300 and $117,900
respectively.
8
6. ACQUISITIONS
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
$688,077. Core Molding Technologies has continued operation of the Batavia
facility. As part of the acquisition, Core Molding Technologies agreed to lease
the manufacturing facility from the previous owner of Diversified Glass, Inc.
The acquisition will be recorded using the purchase method of accounting.
Accordingly, the purchase price has been allocated to the assets acquired and
liabilities assumed based on the estimated fair values at the date of
acquisition.
The following table presents the allocation of the purchase price:
Inventory $ 668,862
Property and Equipment 100,000
Tooling accounts receivable 36,265
---------
Total assets purchased 805,127
Accrued vacation assumed $(117,050)
---------
Net purchase price $ 688,077
=========
The following table reflects the unaudited consolidated results of
operations on a pro forma basis had the Cincinnati Fiberglass Division of
Diversified Glass, Inc. been included in operating results from January 1, 2004.
There are no material non-recurring items in the pro forma results of
operations.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- --------------------------
2005 2004 2005 2004
----------- ----------- ------------ -----------
Net Sales (pro forma) $33,446,153 $31,091,410 $111,913,639 $89,129,856
=========== =========== ============ ===========
Net Income (pro forma) $ 1,405,123 $ 654,714 $ 5,880,798 $ 2,479,300
=========== =========== ============ ===========
Net Income Per Share (pro forma)
Basic $ 0.14 $ 0.07 $ 0.60 $ 0.25
Diluted $ 0.13 $ 0.07 $ 0.57 $ 0.25
The pro forma information is presented for informational purposes only and
is not necessarily indicative of the results of operations that actually would
have been achieved had the acquisition been consummated as of that time, nor is
it intended to be a projection of future results. The effects of the acquisition
have been included in the consolidated statement of operations since the
acquisition date.
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
September 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 the estimated 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.
9
6. ACQUISITIONS (CONTINUED)
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 ("IRB") 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 the nine months ended September 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.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," to replace Accounting Principles Board Opinion No. 20, "Accounting
Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial
Statements." This Statement provides guidance on the accounting for and
reporting of accounting changes and error corrections. It also establishes the
required methods by which entities should include accounting changes or error
corrections in previously issued financial statements. This Statement is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. Early adoption is permitted for accounting
changes and corrections of errors made in fiscal years beginning after the date
this Statement was issued. The company intends to adopt this statement for
fiscal 2006.
10
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 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 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 Batavia, Ohio-based, privately
held manufacturer and distributor of fiberglass reinforced plastic components
supplied primarily to the heavy-duty truck market. The Batavia, Ohio facility
produces reinforced plastic products by a robotic spray-up open mold process and
multiple insert tooling ("MIT") closed mold process.
11
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2005, AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2004
Net sales for the three months ended September 30, 2005, totaled
$31,614,000, representing an approximate 22% increase from the $25,928,000
reported for the three months ended September 30, 2004. Included in total sales
are tooling project revenues of $569,000 and $1,004,000 for the three months
ended September 30, 2005 and September 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
25% for the three months ended September 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 as well as the addition of the recently acquired Batavia,
Ohio facility. Sales to International totaled $15,160,000 for the three months
ended September 30, 2005, an approximate 7% increase from the three months ended
September 30, 2004 amount of $14,123,000. The primary reason for the increase in
sales to International was due to the positive impact general economic
conditions have had, as referenced above. Sales to Freightliner totaled
$4,286,000 for the three months ended September 30, 2005, which was an increase
of approximately 2% from the $4,191,000 for September 30, 2004. Sales to PACCAR
totaled $5,704,000 for the three months ended September 30, 2005, an approximate
394% increase from the three months ended September 30, 2004 amount of
$1,155,000. The primary reason for the increase in sales to PACCAR is due to the
addition of the recently acquired Batavia, Ohio facility. Sales to Yamaha
totaled $1,257,000 for the three months ended September 30, 2005, an approximate
36% decrease from the three months ended September 30, 2004 amount of
$1,962,000. The primary reasons for this decrease was due to the decision of
Yamaha to diversify its supplier base.
Sales to other customers for the three months ended September 30, 2005,
increased approximately 16% to $5,206,000 from $4,496,000 for the three months
ended September 30, 2004. The increase in sales was primarily due to the
addition of Core Molding Technologies automotive aftermarket division, which was
acquired in September of 2004. Also contributing to this increase are new
customers at Core Molding Technologies' Matamoros facility.
Gross margin was approximately 17.4% of sales for the three months ended
September 30, 2005, compared with 13.0% for the three months ended September 30,
2004. The primary reason for this increase was due to improved production
efficiencies related to material usage, primarily reduced scrap costs. Other
positive impacts on gross margin were improved labor efficiencies and the
favorable effect of increased production volumes, which allows Core Molding
Technologies to better absorb its fixed costs of production. Partially
offsetting these improvements were increases in employee benefits, repairs and
maintenance and increased costs of several raw materials and operating expenses,
particularly those related to petroleum and energy sources.
Selling, general and administrative expenses ("SG&A") totaled $3,000,000
for the three months ended September 30, 2005, increasing from $2,430,000 for
the three months ended September 30, 2004. The primary reasons for this
difference was due to increases in labor costs and certain employee benefits.
Net interest expense totaled $118,000 for the three months ended September
30, 2005, decreasing from $208,000 for the three months ended September 30,
2004. The primary reason for the decrease was due to interest income of $62,000
for the three months ended September 30, 2005 compared to interest income of
$2,000 for the same time period a year ago. 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 September 30, 2005, are estimated
to be approximately 36% of total earnings before taxes. 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 September 30, 2005, was $1,511,000,
or $.15 per basic and $.14 per diluted share, representing an increase of
$1,033,000 over the net income for the three months ended September 30, 2004, of
$478,000, or $.05 per basic and diluted share.
12
NINE MONTHS ENDED SEPTEMBER 30, 2005, AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 2004
Net sales for the nine months ended September 30, 2005, totaled
$97,790,000, representing an approximate 27% increase from the $76,776,000
reported for the nine months ended September 30, 2004. Revenue from tooling
projects totaled $4,528,000 for the nine months ended September 30, 2005.
Tooling project revenues for the nine months ended September 30, 2004, totaled
$1,457,000. 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 24% for the nine months ended September 30,
2005, as compared to September 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 as well as the addition of the recently
acquired Batavia, Ohio facility. Sales to International for the nine months
ended September 30, 2005 were $51,141,000, an approximate 25% increase as
compared to the nine months ended September 30, 2004 of $40,949,000. 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 the
recognition of tooling revenue. Sales to Freightliner totaled $13,465,000 for
the nine months ended September 30, 2005, which was an increase of approximately
32% from the $10,206,000 for September 30, 2004. The primary reason for this
increase was due to increased order volumes due to the reason mentioned above.
Sales to PACCAR totaled $8,494,000 for the nine months ended September 30, 2005,
an approximate 225% increase from the $2,611,000 for the same time a year ago.
The primary reason for the increase in sales to PACCAR is due to the addition of
the recently acquired Batavia, Ohio facility as well as the positive impact
general economic conditions have had, as referenced above. Sales to Yamaha
totaled $8,853,000 for the nine months ended September 30, 2005, an approximate
10% decrease from the nine months ended September 30, 2004 amount of $9,878,000.
The primary reason for this decrease was due to the decision of Yamaha to
diversify its supplier base.
Sales to other customers for the nine months ended September 30, 2005,
increased approximately 21% to $15,837,000 from $13,131,000 for the nine months
ended September 30, 2004. The increase in other sales was primarily due to sales
from Core Molding Technologies automotive aftermarket division, which was
acquired in September 2004. Also contributing to the increase in sales was the
addition of new customers at Core Molding Technologies' Matamoros facility.
Gross margin was approximately 19.0% of sales for the nine months ended
September 30, 2005, compared with 16.2% for the nine months ended September 30,
2004. The increase in gross margin, as a percentage of sales from the prior
year, was primarily due to production efficiencies 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
the costs of several raw materials and operating expenses, particularly those
related to petroleum and energy sources.
Selling, general and administrative expenses ("SG&A") totaled $9,588,000
for the nine months ended September 30, 2005, increasing from $8,030,000 for the
nine months ended September 30, 2004. The primary reason for this difference was
due to increases in certain employee benefits.
Net interest expense totaled $454,000 for the nine months ended September
30, 2005, decreasing from $677,000 for the nine months ended September 30, 2004.
The decrease is due to regularly scheduled principal payments made in 2005 and
interest income of $123,000 for the nine months ended September 30, 2005
compared to $5,000 for the same time period a year ago. 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 nine months ended September 30, 2005, are estimated to
be approximately 39% 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 September 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 nine months ended September 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.
13
Net income for the nine months ended September 30, 2005, was $5,202,000, or
$.53 per basic and $.50 per diluted share, representing an increase of
$2,870,000 over the net income for the nine months ended September 30, 2004, of
$2,332,000, or $.24 per basic and diluted share.
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 nine months ended September 30, 2005
totaled approximately $5,461,000. Net income increased operating cash flows by
$5,202,000. Non-cash expenses of depreciation and amortization added $1,743,000
to positive operating cash flows. The decrease in deferred income taxes also had
a positive impact on operating cash flows of $3,151,000, which is primarily a
result of Core Molding Technologies' net operating loss carryforwards reducing
current year tax obligations. In addition, the increase in the postretirement
healthcare benefits liability of $1,386,000 is not a current cash obligation,
and this item will not be a cash obligation until retirees begin to utilize
their retirement medical benefits. Also adding to positive cash flow was an
increase in accounts payable of $3,000,000 and accrued and other liabilities of
$1,467,000 due to timing differences. Partially offsetting the above referenced
increases in operating cash flows was an increase in accounts receivable of
$10,185,000, which is primarily related to increased sales volume.
Cash used for investing activities was $1,876,000 for the nine months ended
September 30, 2005. Capital expenditures totaled $1,342,000, which was primarily
related to the acquisition of machinery and equipment. Core Molding Technologies
anticipates spending an additional $760,000 for the remainder of the year for
capital projects, which will be funded by cash from operations. The purchase of
certain assets of Cincinnati Fiberglass, Inc. for $688,000 contributed to the
overall use of cash for investing activities. 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 $568,000. Core Molding Technologies
made principal repayments on the bank note payable of $964,000 and regularly
scheduled payments on the Industrial Revenue Bond of $335,000. Partially
offsetting these payments were proceeds of $731,000 from the issuance of common
stock related to the exercise of 235,830 stock options.
At September 30, 2005, Core Molding Technologies had cash on hand of
$8,374,000 and an available line of credit of $7,500,000, which is scheduled to
mature on April 30, 2007 ("Line of Credit"). At September 30, 2005, Core Molding
Technologies had no outstanding borrowing on the Line of Credit. As of September
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.
14
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 $227,000 at September 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 $778,000 at September 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 nine months ended September 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 $9,421,000 at September 30, 2005, and $8,035,000 at December 31,
2004.
Income taxes:
The Condensed Consolidated Balance Sheet at September 30, 2005 and December
31, 2004, includes a deferred tax asset of $8,002,000 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.
15
PART I - FINANCIAL INFORMATION
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Core Molding Technologies' primary market risk results from changes in the
price of commodities used in its manufacturing operations. Core Molding
Technologies is also exposed to fluctuations in interest rates 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
nine month periods ended September 30, 2005, and 2004, interest expense would
not change significantly, as the interest rate swap agreement would generally
offset the impact.
16
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 Rule 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.
17
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 September 30, 2005.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
See Index to Exhibits
18
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: November 14, 2005 By: /s/ James L. Simonton
------------------------------------
James L. Simonton
President, Chief Executive Officer
and Director
Date: November 14, 2005 By: /s/ Herman F. Dick, Jr.
------------------------------------
Herman F. Dick, Jr.
Treasurer and Chief Financial
Officer
19
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 Statement on Form S-4
Investment Corporation (Registration No. 333-15809)
2(b)(2) First Amendment to Agreement and Plan Incorporated by reference to
of Merger dated as of December 27, 1996 Exhibit 2(b)(2) to Annual Report
Between Core Molding Technologies, Inc. and on Form 10-K for the year ended
RYMAC Mortgage Investment Corporation December 31, 2002
2(c)(1) Asset Purchase Agreement dated as of October Incorporated by reference to
10, 2001, between Core Molding Technologies, Exhibit 1 to Form 8K filed
Inc. 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
20
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 Exhibit 4(a) to Registration
Secretary of State of Delaware on Statement on Form S-8
October 8, 1996 (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 Incorporated by reference to
Materials Corporation, reflecting amendments Exhibit 4(c) to Registration
through November 6, 1996 [for purposes of Statement on Form S-8
compliance with Securities and Exchange (Registration No. 333-29203)
Commission 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) Section 302 Certification by James L. Filed Herein
Simonton, President and Chief Executive
Officer
31(b) Section 302 Certification by Herman F. Dick Filed Herein
Jr., Treasurer and Chief Financial Officer
21
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------- --------
32(a) Certification of James L. Simonton, Chief Filed Herein
Executive Officer of Core Molding
Technologies, Inc., dated November 14, 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 November 14, 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.
22