UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Manor Park Drive,
P.O. Box 28183, Columbus, Ohio 43228 - 0183
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (614) 870-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $.01 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes No X
----- -----
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
----- -----
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No X
----- -----
The aggregate market value of the registrant's voting and non-voting common
equity held by non-affiliates computed by reference to the closing price of the
American Stock Exchange was $55,503,622 as of June 30, 2005, the last business
day of registrant's most recently completed second fiscal quarter. The number of
shares of registrant's Common Stock outstanding as of March 27, 2006 was
10,046,217.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 2006 definitive Proxy Statement to be filed with
the Securities and Exchange Commission no later than 120 days after the end of
the registrant's fiscal year are incorporated herein by reference in Part III of
this Form 10-K.
1
PART I
ITEM 1. BUSINESS
HISTORICAL DEVELOPMENT OF BUSINESS OF CORE MOLDING TECHNOLOGIES, INC.
In 1996, RYMAC Mortgage Investment Corporation ("RYMAC") incorporated Core
Molding Technologies, Inc. ("Core Molding Technologies" or the "Company"),
formerly known as Core Materials Corporation before changing its name on August
28, 2002, for the purpose of acquiring the Columbus Plastics unit of
International Truck & Engine Corporation ("International"). On December 31,
1996, RYMAC merged with the Company with the result being that the Company was
the surviving entity. Immediately after the merger, the Company acquired
substantially all the assets and liabilities of Columbus Plastics from
International in return for a secured note, which has been repaid, and 4,264,000
shares of newly issued common stock of the Company. International currently owns
42.5% of the outstanding stock of the Company.
In the first quarter of 1998, the Company opened a second compression
molding plant located in Gaffney, South Carolina as part of the Company's growth
strategy to expand its customer base. This facility provided the Company with
additional capacity and a strategic geographic location to serve both current
and prospective customers.
In October 2001, the Company incorporated Core Composites Corporation as a
wholly owned subsidiary under the laws of the State of Delaware. This entity was
established for the purpose of holding and establishing operations for Airshield
Corporation's assets, which the Company acquired on October 16, 2001 ("the
Airshield Asset Acquisition") as part of the Company's diversified growth
strategy. Airshield Corporation was a privately held manufacturer and marketer
of fiberglass reinforced plastic parts primarily for the truck and automotive
aftermarket industries. The Company purchased substantially all the assets of
Airshield Corporation through the United States Bankruptcy Court as Airshield
Corporation had been operating under Chapter 11 bankruptcy protection since
March 2001.
In conjunction with establishment of operations for the assets acquired
from Airshield Corporation, the Company also incorporated two corporations and
leased a facility in Mexico. In October 2001, the Company (5% owner) and Core
Composites Corporation (95% owner) incorporated Composites Services de Mexico,
S. de R.L. de C.V. ("Composites Services") and Corecomposites de Mexico, S. de
R.L. de C.V. ("Corecomposites") in Matamoros, Mexico. Composites Services was
established to be the employer of all Mexican national employees for the
Company's operations in Mexico. Corecomposites was organized to operate under a
maquiladora program whereby substantially all product produced is exported back
to Core Composites Corporation who sells such product to United States based
external customers. In October 2005, Composites Services merged with
Corecomposites resulting in one remaining legal entity, Corecomposites de
Mexico, S. de R.L. de C.V.
In September 2004, the Company formed Core Automotive Technologies, LLC, a
Delaware limited liability company and wholly owned subsidiary of the Company
("Core Automotive"). This entity was established for the purpose of holding and
establishing operations for Keystone Restyling, Inc. assets, which the Company
acquired on September 27, 2004 as part of the Company's diversified growth
strategy. Keystone Restyling, Inc. was a privately held manufacturer and
marketer of fiberglass reinforced plastic parts primarily for the automotive and
light truck aftermarket industries. The Company's facility in Matamoros, Mexico
provides manufacturing services for Core Automotive Technologies.
In August 2005, the Company formed Core Composites Cincinnati, LLC, a
Delaware limited liability company and wholly owned subsidiary of the Company
("Core Composites Cincinnati"). This entity was established for the purpose of
holding and establishing operations for the Cincinnati Fiberglass Division of
Diversified Glass Inc. assets, which the Company acquired on August 1, 2005. The
Cincinnati Fiberglass Division of Diversified Glass, Inc., was a privately held
manufacturer and distributor of fiberglass reinforced plastic components
supplied primarily to the heavy-duty truck market. As a result of this acquision
the Company has leased a manufacturing facility in Batavia, Ohio.
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DESCRIPTION OF BUSINESS OF CORE MOLDING TECHNOLOGIES, INC.
Certain statements under this caption of this Annual Report on Form 10-K
constitute 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 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; management's decision to pursue new products or businesses which
involve additional costs, risks or capital expenditures; and other risks
identified from time-to-time in Core Molding Technologies other public documents
on file with the Securities and Exchange Commission, including those described
in Item 1A of this Annual Report on Form 10-K.
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 of sheet molding compound ("SMC") in a closed
mold process. The Batavia facility, which was leased in August 2005, produces
reinforced plastic products by a robotic spray-up open mold process and resin
transfer molding ("RTM") closed mold process utilizing multiple insert tooling
("MIT"). The leased 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.
Reinforced plastics compete largely against metals and have the strength to
function well during prolonged use. Management believes that reinforced plastic
components offer many advantages over metals, including:
- heat resistance
- corrosion resistance
- lighter weight
- lower cost
- greater flexibility in product design
- part consolidation for multiple piece assemblies
- lower initial tooling costs for lower volume applications
- high strength-to-weight ratio
- dent-resistance in comparison to steel or aluminum.
The largest markets for reinforced plastics are transportation (automotive
and truck), construction, marine, and industrial applications. The Company's
four major customers are International, Freightliner, LLC ("Freightliner"),
PACCAR, Inc. ("PACCAR"), and Yamaha Motor Manufacturing Corporation ("Yamaha"),
which are supplied proprietary reinforced plastic products for medium and
heavy-duty trucks and personal watercraft. The Company also supplies reinforced
plastic products to other truck manufacturers, to automotive suppliers, to
manufacturers of commercial products and to wholesale distributors and other end
users of aftermarket products. In general, product growth and diversification
are achieved in several different ways: (1) resourcing of existing reinforced
plastic product from another supplier by an original equipment manufacturer
("OEM"); (2) obtaining new reinforced plastic products through a selection
process in which an OEM solicits bids; (3) successful marketing of reinforced
plastic
3
products for previously non-reinforced plastic applications; (4) successful
marketing of reinforced plastic products for the automotive and light truck
aftermarkets, and (5) acquiring an existing molding business. The Company's
efforts are currently directed towards all five areas.
MAJOR COMPETITORS
The Company believes that it is one of the four largest compounders and
molders of reinforced plastics using the SMC, spray-up, hand-lay-up, VRIM and
MIT processes in the United States. The Company faces competition from a number
of other molders including, most significantly, Meridian Automotive Systems,
Budd Plastics Division, Molded Fiber Glass Companies, Continental Structural
Plastics, Polywheels, Renee Composites, Camoplast and Goldshield. The Company
believes that the Company is well positioned to compete based primarily on
manufacturing capability, product quality, cost and delivery. However, the
industry remains highly competitive and some of the Company's competitors have
greater financial resources, research and development facilities, design
engineering and manufacturing and marketing capabilities.
MAJOR CUSTOMERS
The Company currently has four major customers, International,
Freightliner, PACCAR and Yamaha. The loss of a significant portion of sales to
International, Freightliner, PACCAR, or Yamaha would have a material adverse
effect on the business of the Company. In previous years the Company identified
Lear Corporation as a major customer; however, in 2005 Lear was not considered a
significant customer due to lower sales volumes.
Relationship with International
In May 2003, the Company entered into a Comprehensive Supply Agreement,
which was effective as of November 1, 2002. Under this Comprehensive Supply
Agreement, the Company became the primary supplier of International's original
equipment and service requirements for fiberglass reinforced parts using the SMC
process, as long as the Company remains competitive in cost, quality and
delivery, effective through October 31, 2006. The Company is in the process of
negotiating a new long-term supply agreement to take effect when the current
agreement expires.
The Company makes products for International's Chatham (Canada) assembly
plant, its Springfield, Ohio assembly and body plants, its Garland, Texas
assembly facility, its bus facilities in Conway, Arkansas and Tulsa, Oklahoma
and its Escobedo, Mexico assembly facility. The Company works closely on new
product development with International's engineering and research personnel at
International's Fort Wayne, Indiana Technical Center. Some of the products sold
to International include hoods, air deflectors, air fairings, fenders, splash
panels, engine covers and other components.
The North American truck market in which International competes is highly
competitive and the demand for trucks is subject to considerable volatility as
it moves in response to cycles in the overall business environment and is
particularly sensitive to the industrial sector, which generates a significant
portion of the freight tonnage hauled. Truck demand also depends on general
economic conditions, among other factors. Sales to International amounted to
approximately 51%, 54% and 55% of total sales for 2005, 2004 and 2003,
respectively.
Relationship with Freightliner
As a result of the October 16, 2001, Airshield Asset Acquisition, the
Company began a supply relationship with Freightliner. The Company produces
hoods, air deflectors, air fairings, splash panels and other components for
Freightliner who uses such products on its heavy and medium duty trucks.
Sales to Freightliner amounted to approximately 13%, 12% and 11% of total sales
for 2005, 2004 and 2003, respectively.
Relationship with PACCAR
As a result of the August 1, 2005, acquisition of Cincinnati Fiberglass
Division of Diversified Glass, Inc., the Company increased its supply
relationship with PACCAR. The Company produces roofs, backpanels, shrouds, and
other components for PACCAR who uses such products on its heavy and medium duty
trucks.
Sales to PACCAR amounted to approximately 12%, 4% and 3% of total sales for
2005, 2004, and 2003, respectively.
4
Relationship with Yamaha
The Company also assumed from International the long-standing supply
relationship between Columbus Plastics and Yamaha. The Company has supplied a
significant amount of the SMC products for Yamaha's personal watercraft since
1990.
Products produced for Yamaha include decks, hulls, engine hatches,
bulkheads, reinforcements and SMC compound. The Company has worked closely with
Yamaha over the years to improve the surface quality of Yamaha products and to
identify new process control techniques and improved materials. Demand for
products from Yamaha is related to the level of general economic activity and
specifically to the cyclical and seasonal nature of the personal watercraft
industry among other factors.
In the third quarter of 2005, the Company was informed by Yamaha of its
intention to diversify its supplier base and as a result Yamaha may not continue
to be a major customer in future reporting periods.
Sales to Yamaha amounted to approximately 8%, 12% and 15% of total sales
for 2005, 2004 and 2003, respectively.
OTHER CUSTOMERS
The Company also produces products for other truck manufacturers, the
automotive after-market industries and various other customers. In 2005, sales
to these customers individually were all less than 10% of total annual sales.
EXPORT SALES
The Company provides products to some of its customers that have
manufacturing and service locations in Canada and Mexico. Export sales, which
are denominated in United States dollars and include sales to Canada, were
approximately $19,170,000, $17,458,000 and $17,084,000 for the years ended 2005,
2004 and 2003, respectively. These export sales dollars represent approximately
15%, 16% and 18% of total sales for 2005, 2004 and 2003, respectively.
FOREIGN OPERATIONS
As a result of the Airshield Asset Acquisition, the Company began importing
products into the United States as substantially all products produced in the
Company's Mexican facility are sold to customers in the United States. The sales
of products imported were approximately 19%, 18% and 20% of total sales in 2005,
2004 and 2003, respectively.
The Company owns long-lived assets totaling $989,000 at December 31, 2005
that are located at the Mexican operations.
PRODUCTS
SMC Compound
SMC compound is a combination of resins, fiberglass, catalysts and fillers
compounded and cured in sheet form. The sheet is then used to manufacture
compression-molded products, as discussed below and on a limited basis sold to
other molders.
The Company incorporates a sophisticated computer program that assists in
the compounding of various complex SMC formulations tailored to customer needs.
The system provides for the following:
- Control information during various production processes; and
- Data for statistical batch controls.
The Company has the capacity to manufacture approximately 48 million pounds of
SMC sheet material annually. The following table shows production of SMC for
2005, 2004 and 2003.
SMC Pounds
Produced
Year (Millions)
- ---- ----------
2005 31
2004 32
2003 27
5
Glass Mat Thermoplastic
GMT compound is a combination of glass and thermoplastic resins purchased
in the form of a sheet. The GMT compound may be heated just prior to being used
to manufacture compression-molded products.
Closed Molded Products
The Company produces reinforced plastic products using both compression
molding and vacuum resin infusion molding process methods of closed molding.
Compression Molding - Compression molding is a process whereby SMC or Glass
Mat Thermoplastic, which is a combination of glass and thermoplastic resins, is
molded to form by matched die steel molds through which a combination of heat
and pressure are applied via a molding press. This process produces high
quality, dimensionally consistent products. This process is typically used for
higher volume products, which is necessary to justify the customers' investment
in molds.
The Company currently owns or leases 16 compression-molding presses in its
Columbus, Ohio plant, which range in size from 500 to 4,500 tons. The Company
also owns or leases 11 presses in its Gaffney, South Carolina plant, which range
in size from 1,000 to 3,000 tons. As of December 31, 2005, the Company had two
large tonnage presses in storage. It is the Company's intention to install these
two presses in its Columbus, Ohio production facility. This is part of a 2006
expansion project to support two new product launches for existing customers
that will go into production in 2007.
Large platen, high tonnage presses (greater than 2,000 tons) provide the
ability to compression mold very large SMC parts. The Company believes that it
possesses a significant portion of the large platen, high tonnage molding
capacity in the industry.
To enhance the surface quality and paint finish of products, the Company
uses both in-mold coating and vacuum molding processes. In-mold coating is a
manufacturing process performed by injecting a liquid over the molded part
surface and then applying pressure at elevated temperatures during an extended
molding cycle. The liquid coating serves to fill and/or bridge surface porosity
as well as provide a barrier against solvent penetration during subsequent
top-coating operations. Likewise, vacuum molding is the removal of air during
the molding cycle for the purpose of reducing the amount of surface porosity.
The Company believes that it is among the industry leaders in in-mold coating
and vacuum molding applications, based on the size and complexity of parts
molded.
Resin Transfer Molding (RTM) - This process employs two molds, typically a
core and a cavity, similar to matched die molding. The composite is produced by
placing glass mat, chopped strand or continuous strand fiberglass in the mold
cavity in the desired pattern. The core mold is then fitted to the cavity, and
upon a satisfactory seal, a vacuum is applied. When the proper vacuum is
achieved, the resin is injected into the mold to fill the part. Finally, the
part is allowed to cure, and then it is removed from the mold and trimmed to
shape. Fiberglass reinforced products produced from the RTM process exhibit a
high quality surface on both sides of the part and excellent part thickness.
Multiple insert tooling (MIT) technique can be utilized in the RTM process to
improve throughput based upon volume requirements.
Open Molded Products
The Company produces reinforced plastic products using both the spray-up
and hand-lay-up methods of open molding.
Hand-Lay-Up - This process utilizes a shell mold, typically the cavity,
where glass cloth, either chopped strand or continuous strand glass mat, is
introduced into the cavity. Resin is then applied to the cloth and rolled out to
achieve a uniform wet-out from the glass and to remove any trapped air. The part
is then allowed to cure and removed from the mold. After removal, the part
typically undergoes trimming to achieve the net shape desired. Parts that would
be cosmetic in their end use would have a gel coat applied to the mold surface
prior to the lay-up to improve the surface quality of the finished part. Parts
produced from this process have a smooth outer surface and an unfinished, or
non-smooth, interior surface. These fiberglass reinforced products are typically
non-cosmetic components or structural reinforcements that are sold externally or
used internally as components of larger assemblies.
Spray-Up - This process utilizes the same type of shell mold, but instead
of using glass cloth to produce the composite part, a chopper/spray system is
employed. Glass yarns and resin feed the chopper/spray gun. The resin coated,
chopped glass, which is approximately one inch in length, is sprayed into the
mold to the desired thickness. The resin coated glass in the mold is then
6
rolled out to ensure complete wet-out and to remove any trapped air. The part is
then allowed to cure, is removed from the mold and is then trimmed to the
desired shape. Parts that would be used for cosmetic purposes in their end use
would typically have a gel coat applied to the mold surface prior to the resin
coated glass being sprayed into the mold to improve the surface quality of the
finished part. Parts produced from this process have a smooth outer surface and
an unfinished, or non-smooth, interior surface.
The Company currently operates seventeen separate spray-up cells in the
Matamoros, Mexico facility that are capable of producing fiberglass-reinforced
products with and without gelcoat surfaces. As a result of the Cincinnati
Fiberglass acquisition, the Company also has a chain driven robotic gelcoating
and spray up line at the Batavia, Ohio location. Part sizes weigh from a few
pounds to well over a hundred pounds with surface quality tailored for the end
use application.
Assembly, Machining, and Paint Products
Many of the products molded by the Company are assembled, machined and/or
prime painted to result in a completed product used by the Company's
end-customers.
The Company has demonstrated manufacturing flexibility that accepts a range
of low volume, hand assembly and machining work to high volume, highly automated
assembly and machining systems. Robotics are used as deemed productive for
material handling, machining and adhesive applications. In addition to
conventional machining methods, water-jet cutting technology is also used where
appropriate. The Company utilizes spot paint booths and batch ovens in its
facilities when warranted. The Company contracts with outside parties when
customers require that the Company provide a finish of a top coat of paint.
RAW MATERIALS
The principal raw materials used in the compounding of SMC and the closed
and open molding processes are polyester resins, fiberglass rovings and filler.
Other significant raw materials include adhesives for assembly of molded
components and in-mold coating and prime paint for preparation of cosmetic
surfaces. Many of the raw materials used by the Company are petroleum and energy
based, and therefore, the costs of certain raw materials can fluctuate based on
changes in costs of these underlying commodities. The Company has historically
used single source, long-term (2-5 years) supply contracts, which do not include
minimum purchase requirements, as a means to attain competitive pricing and an
adequate supply of these raw materials. The Company has experienced price
increases for certain of these materials, which has caused suppliers to be
reluctant to enter into long-term contracts. Because of this, the Company
continues to reevaluate its strategy and consider alternative suppliers. Each
raw material generally has supplier alternatives, which are being evaluated as
the current contracts expire. The Company is regularly evaluating its supplier
base for certain supplies, repair items and componentry to improve its overall
purchasing position as supply of these items is generally available from
multiple sources.
BACKLOG
The Company relies on production schedules provided by its customers to
plan and implement production. These schedules are typically provided on a
weekly basis and are considered firm typically for four weeks. Some customers
can update these schedules daily for changes in demand that allow them to run
their inventories on a "just-in-time" basis. The ordered backlog was
approximately $11.8 million and $10.4 million at December 31, 2005 and 2004,
respectively, all of which the Company expects to ship within a year.
CAPACITY CONSTRAINTS
In previous years, the Company has been required to work an extended shift
and day schedule, up to a seven-day/three shift operation, to meet its
customers' production requirements. The Company has used various methods from
overtime to a weekend manpower crew to support the different shift schedules
required.
Based on recent production schedules, the Company has not had difficulty in
providing various shift schedules necessary to meet customer requirements,
however, based on 2006 customer requirement projections management believes
extended shift and day schedules may be required.
See further discussion of machine and facility capacities at "Item 2
Properties" contained elsewhere in this Annual Report.
7
CAPITAL EXPENDITURES AND RESEARCH AND DEVELOPMENT
Capital expenditures totaled approximately $3.0 million, $1.3 million and
$1.4 million for 2005, 2004 and 2003, respectively. Capital expenditures consist
primarily of the purchase of production equipment to manufacture parts as well
as storage racks, computers and office furniture and fixtures.
Product development is a continuous process at the Company. Research and
development activities focus on developing new SMC formulations, new reinforced
plastic products and improving existing products and manufacturing processes.
The Company does not maintain a separate research and development
organization or facility but uses its production equipment, as necessary, to
support these efforts and cooperates with its customers and its suppliers in its
research and development efforts. Likewise, manpower to direct and advance
research and development is integrated with the existing manufacturing,
engineering, production, and quality organizations. Management of the Company
has estimated that internal costs related to research and development activities
approximate $360,000 in 2005, $383,000 in 2004 and $251,000 in 2003.
ENVIRONMENTAL COMPLIANCE
The Company's manufacturing operations are subject to federal, state and
local environmental laws and regulations, which impose limitations on the
discharge of hazardous and nonhazardous pollutants into the air and waterways.
The Company has established and implemented standards for the treatment, storage
and disposal of hazardous waste. The Company's policy is to conduct its business
with due regard for the preservation and protection of the environment. The
Company's environmental waste management involves the regular auditing of all
satellite hazardous waste accumulation points, all hazardous waste activities
and every authorized treatment, storage and disposal facility. As part of the
Company's environmental policy all employees are trained on waste management and
other environmental issues. Through continual auditing the Company can ensure
that all facilities are in compliance with the applicable federal, state and
local environmental laws and regulations.
In June 2003, the Ohio Environmental Protection Agency ("Ohio EPA") issued
Core Molding Technologies' final Title V Operating Permit for the Columbus, Ohio
facility. Since that time, Core Molding Technologies has substantially complied
with the requirements of this permit. Core Molding Technologies does not believe
that the cost to comply with this permit will have a material effect on its
operations, competitive position or capital expenditures through fiscal year
2006.
EMPLOYEES
As of December 31, 2005, the Company employed a total of 1,377 employees,
which consists of 793 employees in its United States operations and 584
employees in its Mexican operations. Of these 1,377 employees, 295 are covered
by a collective bargaining agreement with the International Association of
Machinists and Aerospace Workers ("IAM"), which extends to August 6, 2007, and
505 are covered by a collective bargaining agreement with Sindicato de
Jorneleros y Obreros, which extends to January 16, 2007.
PATENTS, TRADE NAMES AND TRADEMARKS
The Company will evaluate, apply for and maintain patents, trade names and
trademarks where it believes that such patents, trade names and trademarks are
reasonably required to protect its rights in its products. The Company does not
believe that any single patent, trade name or trademark or related group of such
rights is materially important to its business or its ability to compete.
SEASONALITY & BUSINESS CYCLE
The Company's business is affected annually by the production schedules of
its customers. Certain of the Company's customers typically shut down their
operations on an annual basis for a period of one to several weeks during the
Company's third quarter. Certain customers also typically shut down their
operations during the last week of December, as well. As a result, demand for
the Company's products drops significantly during the third quarter. Similarly,
demand for medium and heavy-duty trucks, personal watercraft, and automotive
products fluctuates on a cyclical and seasonal basis, causing a corresponding
fluctuation for demand of the Company's products.
8
ITEM 1A. RISK FACTORS
The following risk factors describe various risks that may affect our business,
financial condition and operations. References to "we," "us," and "our" in this
"Risk Factors" section refer to Core Molding Technologies and its subsidiaries,
unless otherwise specified or unless the context otherwise requires.
WE ARE DEPENDENT ON SALES TO A SMALL NUMBER OF OUR MAJOR CUSTOMERS.
Sales to International, Freightliner, PACCAR, and Yamaha constituted
approximately 51%, 13%, 12% and 8%, respectively, of our 2005 net sales. No
other customer accounted for more than 8% of our net sales for this period. The
loss of any significant portion of sales to any of our major customers could
have a material adverse effect on our business, results of operations or
financial condition.
We are a standard supplier to each of our major customers, which results in
recurring revenues. If we could not maintain our supplier relationship with any
of our major customers it could have a material adverse effect on our business,
results of operations or financial condition.
We are continuing to engage in efforts intended to improve and expand our
relations with International, Freightliner, PACCAR, and Yamaha as well as
provide support for our entire customer base. We have supported our position
with customers through direct and active contact through our sales, quality,
engineering and operational personnel. We cannot make any assurances that we
will maintain or improve our customer relationships, whether these customers
will continue to do business with us as they have in the past or whether we will
be able to supply these customers or any of our other customers at current
levels.
OUR BUSINESS IS AFFECTED BY THE CYCLICAL NATURE OF THE INDUSTRIES AND MARKETS
THAT WE SERVE.
The heavy- and medium-duty truck industries are highly cyclical. These
industries and markets fluctuate in response to factors that are beyond our
control, such as general economic conditions, interest rates, federal and state
regulations (including engine emissions regulations, tariffs, import regulations
and other taxes), consumer spending, fuel costs and our customers' inventory
levels and production rates. In addition, our operations are typically seasonal
as a result of regular customer maintenance shutdowns, which typically occur in
the third and fourth quarter of each calendar year. This seasonality may result
in decreased net sales and profitability during the third and fourth fiscal
quarters of each calendar year. Weakness in overall economic conditions or in
the markets that we serve, or significant reductions by our customers in their
inventory levels or future production rates, could result in decreased demand
for our products and could have a material adverse effect on our business,
results of operations or financial condition.
PRICE INCREASES IN RAW MATERIALS AND AVAILABILITY OF RAW MATERIALS COULD
ADVERSELY AFFECT OUR OPERATING RESULTS AND FINANCIAL CONDITION.
Core Molding Technologies purchases resins and fiberglass for use in
production as well as steel components for product assembly. The prices of
resins are affected by the prices of crude oil and natural gas as well as
processing capacity versus demand and the Company has incurred increases in raw
material costs over the past few years. The Company attempts to reduce its
exposure to increases by working with suppliers, evaluating new suppliers,
improving material efficiencies, and sales price adjustments. If we are
unsuccessful in developing ways to mitigate these raw material increases we may
not be able to improve productivity or realize our ongoing cost reduction
programs sufficiently to help offset the impact of these increased raw material
costs. As a result, higher raw material costs could result in declining margins
and operating results.
COST REDUCTION AND QUALITY IMPROVEMENT INITIATIVES BY ORIGINAL EQUIPMENT
MANUFACTURERS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, RESULTS OF
OPERATIONS OR FINANCIAL CONDITION.
We are primarily a components supplier to the heavy- and medium-duty truck
industries, which are characterized by a small number of OEMs that are able to
exert considerable pressure on components suppliers to reduce costs, improve
quality and provide additional design and engineering capabilities. Given the
fragmented nature of the industry, OEMs continue to demand and receive price
reductions and measurable increases in quality through their use of competitive
selection processes, rating programs and various other arrangements. We may be
unable to generate sufficient production cost savings in the future to offset
such price reductions. OEMs may also seek to save costs by relocating production
to countries with lower cost structures, which could in turn lead them to
purchase components from suppliers with lower production costs. Additionally,
OEMs have generally required component suppliers to provide more design
engineering input at earlier stages of the product development process, the
costs of
9
which have, in some cases, been absorbed by the suppliers. Future price
reductions, increased quality standards and additional engineering capabilities
required by OEMs may reduce our profitability and have a material adverse effect
on our business, results of operations or financial condition.
WE OPERATE IN HIGHLY COMPETITIVE MARKETS.
The markets in which we operate are highly competitive. We compete with a number
of other manufacturers that produce and sell similar products. Our products
primarily compete on the basis of capability, product quality, cost and
delivery. Some of the Company's competitors have greater financial resources,
research and development facilities, design engineering, manufacturing and
marketing capabilities.
WE MAY BE SUBJECT TO ADDITIONAL SHIPPING EXPENSE OR LATE FEES IF WE ARE NOT ABLE
TO MEET OUR CUSTOMERS' ON-TIME DEMAND FOR OUR PRODUCTS.
We must continue to meet our customers' demand for on-time deliver of our
products. Factors that could result in our inability to meet customer demands
include a failure by one or more of our suppliers to supply us with the raw
materials and other resources that we need to operate our business effectively
or poor management of our company or one or more of its' plants and an
unforeseen spike in demand for our products, among other factors. If this
occurs, we may be required to incur additional shipping expenses to ensure
on-time delivery or otherwise be required to pay late fees, which could have a
material adverse effect on our business, results of operations or financial
condition.
IF WE FAIL TO RETAIN KEY PERSONNEL OUR BUSINESS COULD BE HARMED.
Our success largely depends on the efforts and abilities of key personnel
within the company. Their skills, experience and industry contacts significantly
benefit us. The inability to retain key personnel could have a material adverse
effect on our business, results of operations or financial condition. Our future
success will also depend in part upon our continuing ability to attract and
retain highly qualified personnel.
WORK STOPPAGES OR OTHER LABOR ISSUES AT OUR FACILITIES OR AT OUR CUSTOMERS'
FACILITIES COULD ADVERSELY AFFECT OUR OPERATIONS.
As of December 31, 2005, unions at our Columbus, Ohio and Matamoros, Mexico
facilities represented approximately 58% of our entire workforce. As a result,
we are subject to the risk of work stoppages and other labor relations matters.
The current Columbus, Ohio and Matamoros, Mexico union contracts extend through
August 8, 2007 and January 16, 2007, respectively. Any prolonged work stoppage
or strike at either our Columbus, Ohio or Matamoros, Mexico unionized facilities
could have a material adverse effect on our business, results of operations or
financial condition. These collective bargaining agreements expire at various
times. Any failure by us to reach a new agreement upon expiration of such union
contracts may have a material adverse effect on our business, results of
operations or financial condition.
In addition, if any of our customers or suppliers experiences a material
work stoppage, that customer may halt or limit the purchase of our products or
the supplier may interrupt supply of our necessary production components. This
could cause us to shut down production facilities relating to these products,
which could have a material adverse effect on our business, results of
operations or financial condition
INCREASES IN ENERGY PRICES WILL INCREASE OUR OPERATING COSTS AND LIKELY REDUCE
OUR PROFITABILITY.
We use energy to manufacture our products. Our operating costs increase if
energy costs rise, which has occurred in 2005 due to higher oil and natural gas
prices. During periods of higher energy costs, we may not be able to recover our
operating cost increases through production efficiencies and price increases.
While we may hedge our exposure to higher prices via future energy purchase
contracts, increases in energy prices will increase our operating costs and
likely reduce our profitability.
OUR BUSINESS IS SUBJECT TO RISKS ASSOCIATED WITH MANUFACTURING PROCESSES.
We convert raw materials into molded products through a manufacturing
process at production facilities in Columbus, Ohio, Gaffney, South Carolina,
Batavia, Ohio and Matamoros, Mexico. While we maintain insurance covering our
manufacturing and production facilities, including business interruption
insurance, a catastrophic loss of the use of all or a portion of our facilities
due to accident, fire, explosion or natural disaster, whether short or
long-term, could have a material adverse effect on the Company.
10
Unexpected failures of our equipment and machinery may result in production
delays, revenue loss and significant repair costs, as well as injuries to our
employees. Any interruption in production capability may require us to make
large capital expenditures to remedy the situation, which could have a negative
impact on our profitability and cash flows. Our business interruption insurance
may not be sufficient to offset the lost revenues or increased costs that we may
experience during a disruption of our operations. Because we supply our products
to OEMs, a temporary or long-term business disruption could result in a
permanent loss of customers. If this were to occur, our future sales levels and
therefore our profitability could be materially adversely affected.
OUR INSURANCE COVERAGE MAY BE INADEQUATE TO PROTECT AGAINST THE POTENTIAL
HAZARDS INCIDENT TO OUR BUSINESS.
We maintain property, business interruption, product liability and casualty
insurance coverage, but such insurance may not provide adequate coverage against
potential claims, including losses resulting from war risks, terrorist acts or
product liability claims relating to products we manufacture. Consistent with
market conditions in the insurance industry, premiums and deductibles for some
of our insurance policies have been increasing and may continue to increase in
the future. In some instances, some types of insurance may become available only
for reduced amounts of coverage, if at all. In addition, there can be no
assurance that our insurers would not challenge coverage for certain claims. If
we were to incur a significant liability for which we were not fully insured or
that our insurers disputed, it could have a material adverse effect on our
financial position.
IN SEPTEMBER 2004, WE ACQUIRED THE ASSETS OF KEYSTONE RESTYLING PRODUCTS, A
PRIVATELY HELD MANUFACTURER AND MARKETER FOR THE AUTOMOTIVE AFTERMARKET
INDUSTRY. IN AUGUST 2005, WE ACQUIRED ASSETS OF THE CINCINNATI FIBERGLASS
DIVISION OF DIVERSIFIED GLASS, A PRIVATELY HELD MANUFACTURER AND DISTRIBUTOR OF
FIBERGLASS REINFORCED PLASTIC COMPONENTS SUPPLIED PRIMARILY TO THE HEAVY-DUTY
TRUCK MARKET. WE MAY NOT REALIZE THE IMPROVED OPERATING RESULTS THAT WE
ANTICIPATE FROM THESE ACQUISITIONS OR FROM ACQUISITIONS WE MAY MAKE IN THE
FUTURE, AND WE MAY EXPERIENCE DIFFICULTIES IN INTEGRATING THE ACQUIRED
BUSINESSES OR MAY INHERIT SIGNIFICANT LIABILITIES RELATED TO SUCH BUSINESSES.
We explore opportunities to acquire businesses that we believe are related
to our core competencies from time to time, some of which may be material to us.
We expect such acquisitions will produce operating results consistent with our
other operations, however, we cannot provide assurance that this assumption will
prove correct with respect to any acquisition.
Any acquisitions may present significant challenges for our management due
to the increased time and resources required to properly integrate management,
employees, information systems, accounting controls, personnel and
administrative functions of the acquired business with those of Core Molding
Technologies and to manage the combined company on a going forward basis. The
diversion of management's attention and any delays or difficulties encountered
in connection with the integration of these businesses could adversely impact
our business, results of operations and liquidity, and the benefits we
anticipate may never materialize.
IF WE ARE UNABLE TO MEET FUTURE CAPITAL REQUIREMENTS, OUR BUSINESS MAY BE
ADVERSELY AFFECTED.
As we grow our business, we may have to incur significant capital
expenditures. We may make capital investments to, among other things, upgrade
our facilities, purchase leased facilities and equipment and enhance our
production processes. Although we currently have cash reserves we cannot assure
you that we will have, or be able to obtain, adequate funds to make all
necessary capital expenditures when required, or that the amount of future
capital expenditures will not be materially in excess of our anticipated or
current expenditures. If we are unable to make necessary capital expenditures we
may not have the capability to support our customer demands, which, in turn
could reduce our sales and profitability and impair our ability to satisfy our
customers' expectations. In addition, even if we are able to invest sufficient
resources, these investments may not generate net sales that exceed our
expenses, generate any net sales at all or result in any commercially
acceptable products.
OUR PRODUCTS MAY BE RENDERED OBSOLETE OR LESS ATTRACTIVE IF THERE ARE CHANGES IN
TECHNOLOGY, REGULATORY REQUIREMENTS OR COMPETITIVE PROCESSES.
Changes in technology, regulatory requirements and competitive processes
may render certain products obsolete or less attractive. Our ability to
anticipate changes in these areas will be a significant factor in our ability to
remain competitive. If we are unable to identify or compensate for any one of
these changes it may have a material adverse effect on our business, results of
operations or financial condition.
OUR STOCK PRICE CAN BE VOLATILE.
Our stock price can fluctuate widely in response to a variety of factors.
Factors include actual or anticipated variations in our quarterly operating
results, our relatively small public float, changes in securities analysts'
estimates of our future earnings, and the loss of major customers or significant
business developments relating to us or our competitors, and other factors,
including those described in this "Risk Factors" section. Our common stock also
has a low average daily trading volume, which limits a person's
11
ability to quickly accumulate or quickly divest themselves of large blocks of
our stock. In addition, a low average trading volume can lead to significant
price swings even when a relatively few number of shares are being traded.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
12
ITEM 2. PROPERTIES
The Company owns two production plants in the United States that are
situated in Columbus, Ohio and Gaffney, South Carolina. As a result of the
August 2005 acquisition of Cincinnati Fiberglass, the Company now leases a third
United States production facility in Batavia, Ohio. The Company believes that,
through productive use, these facilities have adequate production capacity to
meet current production volume.
At the Columbus, Ohio and Gaffney, South Carolina facilities the Company
measures molding capacity in terms of its ten large molding presses (i.e. 2,000
tons and greater). The approximate large press capacity utilization for the
molding of production products in the Company's United States production
facilities was 76%, 85%, and 65% in the fourth quarter of 2005, 2004 and 2003,
respectively. Capacity utilization is measured on the basis of a five day,
three-shifts per day operation. The Company has two additional large presses in
storage, which it anticipates installing during 2006 as part of plans to expand
its Columbus manufacturing operation to support two new programs for existing
customers.
The Columbus, Ohio plant is located at 800 Manor Park Drive on
approximately 28.2 acres of land. The approximate 323,596 square feet of
available floor space at the Columbus, Ohio plant is comprised of the following:
Approximate
Square Feet
-----------
Manufacturing/Warehouse 307,447
Office 16,149
-------
323,596
The Company acquired the property at 800 Manor Park Drive as a result of
the Asset Purchase Agreement with International.
The Gaffney, South Carolina plant, which was opened in early 1998, is
located at 24 Commerce Drive, Meadow Creek Industrial Park on approximately 20.7
acres of land. The approximate 110,900 square feet of available floor space at
the Gaffney, South Carolina plant is comprised of the following:
Approximate
Square Feet
-----------
Manufacturing/Warehouse 105,700
Office 5,200
-------
110,900
The Columbus, Ohio and Gaffney, South Carolina properties are subject to
liens and security interests as a result of the properties being pledged by the
Company as collateral for its debt as described in Note 7 of the "Notes to
Consolidated Financial Statements" in Part II, Item 8 of this Form 10-K.
As a result of the acquisition of the Cincinnati Fiberglass Division of
Diversified Glass, Inc., the Company leases a production plant in Batavia, Ohio
located at 4174 Half Acre Road on approximately 9 acres of land. The term of the
lease is seven years. The Company has the option to terminate the lease
effective any time after July 31, 2006, by providing written notice to the
lessor no later than 90 days prior to the intended termination date. The Company
has the option to purchase the property at the end of every lease year. The
approximate 107,740 square feet of available floor space at the Batavia, Ohio
plant is comprised of the following:
Approximate
Square Feet
-----------
Manufacturing/Warehouse 103,976
Office 3,764
-------
107,740
13
The capacity of production in this facility is not linked directly to
equipment capacities, as in the Company's other facilities, due to the nature of
the products produced. Capacity of the facility is tied to available floor space
and the availability of personnel. The approximate capacity utilization for this
operation was 56% in the fourth quarter of 2005.
In conjunction with the establishment of operations in Mexico, as discussed
above, the Company leases a production plant in Matamoros, Mexico, located at
Ave. Uniones Y Michigan, Matamoros, Tamps. Mexico. The term of the lease is ten
years, with an option to renew for an additional ten years and with an option to
buy the facility at any time within the first seven years of the lease. The
lease is cancelable by the Company with six months notice. The facility consists
of approximately 313,000 square feet on approximately 12 acres. The Company's
Mexican operation leased approximately 267,700 square feet of the facility
through August 2005. Beginning in September 2005 the Company's Mexican operation
leased the entire facility, comprised as follows:
Approximate
Square Feet
-----------
Manufacturing/Warehouse 309,400
Office 3,600
-------
313,000
The capacity of production in this facility is not linked directly to
equipment capacities, as in the Company's other facilities, due to the nature of
the products produced. Capacity of the facility is tied to available floor space
and the availability of personnel. The approximate capacity utilization for this
operation was 65%, 68% and 57% in the fourth quarter of 2005, 2004 and 2003,
respectively. Capacity utilization for the Matamoros' operation is measured on
the basis of five days, two 9.6 hour shifts per day.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to the
conduct of its business. However, the Company is presently not involved in any
legal proceedings which in the opinion of management are likely to have a
material adverse effect on the Company's consolidated financial position or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company submitted no matters to a vote of its security holders during
the fourth quarter of its fiscal year ended December 31, 2005.
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the American Stock Exchange under
the symbol "CMT".
The table below sets forth the high and low sale prices of the Company for
each full quarterly period within the two most recent fiscal years for which
such stock was traded, as reported on the American Stock Exchange Composite
Tape.
High Low
------ -----
CORE MOLDING TECHNOLOGIES, INC.
First Quarter 2005 $ 5.59 $2.65
Second Quarter 2005 13.00 4.50
Third Quarter 2005 11.79 5.25
Fourth Quarter 2005 9.40 4.20
First Quarter 2004 $ 4.15 $2.91
Second Quarter 2004 4.07 3.10
Third Quarter 2004 3.30 2.45
Fourth Quarter 2004 3.10 2.31
The Company's common stock was held by 499 holders of record on March 24,
2006.
The Company made no payments of cash dividends during 2005 and 2004. The
Company currently expects that its earnings will be retained to finance the
growth and development of its business and does not anticipate paying dividends
on its common stock in the foreseeable future.
EQUITY COMPENSATION PLAN INFORMATION
The following table shows certain information concerning our common stock to be
issued in connection with our equity compensation plans as of December 31, 2005:
NUMBER OF SHARES
TO BE ISSUED UPON WEIGHTED AVERAGE NUMBER OF SHARES
EXERCISE OF EXERCISE PRICE OF REMAINING
OUTSTANDING OUTSTANDING AVAILABLE FOR
PLAN CATEGORY OPTIONS OPTIONS FUTURE ISSUANCE
- ------------- ----------------- ----------------- ----------------
Equity compensation plans approved by stockholders 771,450 3.37 1,959,550
Equity compensation plans not approved by
stockholders (1) 261,250 3.21 --
(1) On August 4, 2003, the Company issued 261,250 options that were not covered
under the Plan at $3.21 to its Directors.
15
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data are derived from the audited
consolidated financial statements of the Company. The information set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations," the financial statements and
related notes included elsewhere in this Annual Report on Form 10-K.
YEARS ENDED DECEMBER 31,
(IN THOUSANDS, -------------------------------------------------
EXCEPT PER SHARE DATA) 2005 2004 2003 2002 2001
- ---------------------- -------- -------- ------- ------- -------
Operating Data:
Product sales $124,910 $103,733 $81,295 $81,305 $68,364
Tooling sales 5,633 8,112 11,488 12,784 4,816
-------- -------- ------- ------- -------
Net sales 130,543 111,845 92,783 94,089 73,180
Gross margin 23,482 17,309 13,898 13,511 7,859
Income (loss) before interest
and taxes 10,394 6,572 4,403 4,775 (108)
Net income (loss) 6,286 5,135 1,665 1,813 (1,860)
Earnings Per Share Data:
Net income (loss) per common share:
Basic .63 .53 .17 .19 (.19)
Diluted .60 .52 .17 .19 (.19)
Balance Sheet Data:
Total assets 74,221 68,960 56,152 64,076 61,307
Working capital 22,851 13,530 8,544 15,717 11,786
Long-term debt 9,595 11,371 12,999 23,764 26,015
Stockholders' equity 34,141 26,277 20,854 19,081 17,536
Return on Equity 18% 20% 8% 10% (11%)
16
ITEM 7. 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 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; management's decision to pursue new products or businesses which
involve additional costs, risks or capital expenditures; and other risks
identified from time-to-time in Core Molding Technologies other public documents
on file with the Securities and Exchange Commission, including those described
in Item 1A of this Annual Report on Form 10-K.
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 light, medium and heavy-duty trucks, automobiles
and automotive aftermarkets, 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's truck manufacturing division since its
formation in late 1980. Columbus Plastics, located in Columbus, Ohio, was a
compounder and compression molder of SMC. In 1998, Core Molding Technologies
began compression molding operations at its second facility in Gaffney, South
Carolina, and in October 2001, Core Molding Technologies acquired certain assets
of Airshield Corporation. As a result of this acquisition, Core Molding
Technologies expanded its fiberglass molding capabilities to include the spray
up, hand-lay-up open mold processes and resin transfer ("RTM") closed 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 resin transfer molding ("RTM")
utilizing multiple insert tooling ("MIT") closed mold process.
17
RESULTS OF OPERATIONS
2005 COMPARED WITH 2004
Net sales for 2005 totaled $130,543,000, an approximate 17% increase from
the $111,845,000 reported for 2004. Included in total sales are tooling project
revenues of $5,663,000 for 2005 and $8,112,000 for 2004. Tooling project
revenues are sporadic in nature and do not represent a recurring trend. Total
product sales revenue for 2005, excluding tooling project revenue, totaled
$124,909,000, an approximate 20% increase from the $103,734,000 reported for
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 totaled $66,382,000, an approximate 10% increase from the
2004 amount of $60,167,000. The primary reason for the increase was due to the
positive impact of general economic conditions and the affect on product sales.
Sales to Freightliner totaled $17,034,000 for 2005, which was an increase of
approximately 24% from the $13,778,000 for 2004. The primary reason for the
increase was due to the positive impact general economic conditions have had on
the demand for medium and heavy-duty trucks and having the full impact for the
year of products that went into production in the fourth quarter of 2004. Sales
to PACCAR in 2005 totaled $15,512,000, an approximate 275% increase from the
2004 amount of $4,138,000. 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 in 2005 amounted to $11,078,000, which was lower than the
$13,746,000 in 2004. The primary reason for this decrease was due to the
decision of Yamaha to diversify its supplier base.
Sales to other customers increased by approximately 3% to $20,536,000 in
2005 from $20,017,000 in 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 as well as the
positive impact general economic conditions have had on the demand for medium
and heavy-duty trucks. Sales to other customers were offset by lower sales to
Lear reflecting lower demand for sport utility vehicles.
Gross margin was 18.0% of sales in 2005 compared to 15.5% of sales in 2004.
The increase in gross margin, as a percentage of sales from the prior year, was
due to a combination of many factors. The increase in gross margin, as a
percentage of sales from the prior year, was primarily due to production
efficiencies related to labor and material usage. Increases in production
volumes also added to the increased gross margin for the current year, as Core
Molding Technologies was better able to absorb its fixed cost of production. The
benefit gained in gross margin was partially offset by increases in raw material
and energy costs as well as increases in the Company's profit sharing accruals
resulting from improved operating results.
Selling, general and administrative expenses totaled $13,089,000 in 2005,
which was greater than the $10,737,000 incurred in 2004. The increase from 2004
was primarily due to increases in labor costs, certain employee benefits and the
Company's profit sharing accruals resulting from improved operating results.
Net interest expense totaled $525,000 in 2005, decreasing from $866,000 in
2004. The primary reasons for this decrease were due to interest income of
$226,000 in 2005 compared to $7,000 in 2004, as well as, a reduction in debt
from regularly scheduled principal payments. 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 tax expense for 2005 was approximately 36% of total income before
taxes compared to 10% in 2004. The increase is primarily due to the Company
eliminating its valuation reserve in 2004 related to its tax operating loss
carryforwards. This reserve was reduced by $1,425,000 as a result of the Company
anticipating it being more likely than not that the Company will realize these
benefits. Actual tax payments will be lower than the recorded expenses as the
Company has substantial federal tax loss carryforwards. These loss carryforwards
were recorded as a deferred tax asset. As the tax loss carryforwards are
utilized to offset federal income tax payments, the Company reduces the deferred
tax asset as opposed to recording a reduction in income tax expense. The Company
used all federal tax loss carryforwards in 2005.
Net income for 2005 was $6,286,000 or $.63 per basic share and $.60 per
diluted share, representing an increase of $1,151,000 from the 2004 net income
of $5,135,000 or $.53 per basic share and $.52 per diluted share. Included in
2004 net income was a one-time benefit of $1,425,000 or $.15 per basic and
diluted share, resulting from the Company eliminating its valuation reserve
related to its tax operating loss carryforward.
18
2004 COMPARED WITH 2003
Net sales for 2004 totaled $111,845,000, an approximate 21% increase from
the $92,783,000 reported for 2003. Included in total sales are tooling project
revenues of $8,112,000 for 2004 and $11,488,000 for 2003. Tooling project
revenues are sporadic in nature and do not represent a recurring trend. Total
product sales revenue for 2004, excluding tooling project revenue, totaled
$103,734,000, an approximate 28% increase from the $81,295,000 reported for
2003. The primary reason for this increase was due to the positive impact
general economic conditions have had on the demand for medium and heavy-duty
trucks. Sales to International totaled $60,167,000, an approximate 18% increase
from the 2003 amount of $51,205,000. The primary reason for the increase was due
to the positive impact of general economic conditions and the affect on product
sales. Tooling sales to International were approximately 54% lower in 2004 as
compared to 2003. Sales to Yamaha in 2004 amounted to $13,746,000, which was
slightly higher than the $13,612,000 in 2003. Sales to Freightliner totaled
$13,778,000 for 2004, which was an increase of approximately 40% from the
$9,820,000 for 2003. The primary reason for the increase was due to the positive
impact of general economic conditions and the affect on product sales and having
the full impact for the year of products that went into production in the first
and second quarter of 2003.
Sales to other customers increased by approximately 33% to $24,155,000 from
$18,145,000 in 2003. The increase in sales was primarily due to the positive
impact general economic conditions have had on the demand for medium and
heavy-duty trucks, as well as the addition of new customers at Core Molding
Technologies' Matamoros facility.
Gross margin was 15.5% of sales in 2004 compared to 15.0% of sales in 2003.
The increase in gross margin, as a percentage of sales from the prior year, was
due to a combination of many factors. The primary reason for the increase was
due to the increase in sales volume, which enabled the Company to better absorb
its fixed costs of production. The benefit gained by the increase in sales
volume was partially offset by additional costs incurred as a result of
increases in raw material costs, primarily due to price increases for resin,
which is a significant component of SMC. Due to the cost of crude oil and
natural gas, raw material prices increased and continue to rise into 2005. Also
offsetting the benefit gained were inefficiencies related to material usage and
the nine-day strike at the Company's Columbus plant, as well as increases in the
Company's profit sharing accruals resulting from improved operating results.
Selling, general and administrative expenses totaled $10,737,000 in 2004,
which was greater than the $9,495,000 incurred in 2003. The increase from 2003
was primarily due to increases in professional fees and outside services and the
Company's profit sharing accruals resulting from improved operating results.
Interest expense totaled $872,000 for 2004 decreasing from $1,852,000 in
2003. The primary reason for the decrease was due to the refinancing of
long-term debt with International Truck and Engine Corporation in December 2003.
Interest rates experienced by the Company with respect to the industrial revenue
bond and bank note payable were favorable; however, due to the interest rate
swaps the Company entered into, the interest rate is essentially fixed.
Income tax expense for 2004 was approximately 10% of total income before
taxes. The Company's normal tax rate is 37%; however, the Company eliminated its
valuation reserve related to its tax operating loss carryforwards. This reserve
was reduced by $1,425,000 as a result of the Company anticipating it being more
likely than not that the Company will realize these benefits. Actual tax
payments will be lower than the recorded expenses as the Company has substantial
federal tax loss carryforwards. These loss carryforwards were recorded as a
deferred tax asset. As the tax loss carryforwards are utilized to offset federal
income tax payments, the Company reduces the deferred tax asset as opposed to
recording a reduction in income tax expense.
Net income for 2004 was $5,135,000 or $.53 per basic share and $.52 per
diluted share, representing an increase of $3,470,000 from the 2003 net income
of $1,665,000 or $.17 per basic and diluted share.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds have been cash generated from
operating activities and borrowings from third parties. The Company's primary
cash requirements are for operating expenses and capital expenditures.
Cash provided by operating activities before changes in working capital in
2005 totaled $13,092,000. Changes in working capital reduced cash provided by
operating activities by $4,529,000 to $8,563,000. Net income contributed
$6,286,000 to operating cash flows. Non-cash deductions of depreciation and
amortization contributed $2,256,000 to operating cash flow. The decrease in
deferred income taxes also had a positive impact on operating cash flows of
$2,755,000, which is primarily a result of Core Molding
19
Technologies' net operating loss carryforwards reducing current year tax
obligations. The Company used all net operating loss carryforwards in 2005. In
addition, the increase in the postretirement healthcare benefits liability of
$1,732,000 is not a current cash obligation, and this item will not be a cash
obligation until retirees begin to utilize their retirement medical benefits.
Changes in working capital primarily relate to increases in accounts receivable,
which is primarily related to increased sales volume and the addition of the
Batavia, Ohio production facility and a decrease in accounts payable due to
timing differences.
Cash used for investing activities was $3,579,000 for the year ended
December 31, 2005. Capital expenditures totaled $3,045,000, which was primarily
related to the acquisition of machinery and equipment at its production
facilities. At December 31, 2005, commitments for capital expenditures in
progress were $1,323,000. Capital expenditures for 2006 are expected to be
$8,139,000, primarily related to an expansion project at the Company's Columbus,
Ohio facility to support two new programs for existing customers. These programs
are scheduled to launch in 2007. The purchases of certain assets of Cincinnati
Fiberglass, Inc. for $688,000 contributed to the overall use of cash for
investing activities. Contributing 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.
Financing activities reduced cash flow by $927,000. Core Molding
Technologies made principal repayments on its existing bank note payable of
$1,286,000 and regularly scheduled payments on the Industrial Revenue Bond of
$450,000. Partially offsetting these payments were proceeds of $808,000 from the
issuance of common stock related to the exercise of 261,400 stock options.
At December 31, 2005, the Company had cash on hand of $9,414,000 and an
available line of credit of $7,500,000 ("Line of Credit"), which is scheduled to
mature on April 30, 2007. At December 31, 2005, Core Molding Technologies had no
outstanding borrowings on the Line of Credit. Management expects these resources
to be adequate to meet Core Molding Technologies' liquidity needs. As of
December 31, 2005, the Company was in compliance with its two financial debt
covenants for the Line of Credit and letter of credit securing the Industrial
Revenue Bond and certain equipment leases. The covenants relate to maintaining
certain financial ratios. Management expects Core Molding Technologies to meet
these covenants for the year 2006. 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.
The Company has the following minimum commitments under contractual
obligations, including purchase obligations, as defined by the United States
Securities and Exchange Commission ("SEC"). A "purchase obligation" is defined
as an agreement to purchase goods or services that is enforceable and legally
binding on the Company and that specifies all significant terms, including:
fixed or minimum quantities to be purchased; fixed, minimum or variable price
provisions; and the approximate timing of the transaction. Other long-term
liabilities are defined as long-term liabilities that are reflected on the
Company's balance sheet under accounting principles generally accepted in the
United States. Based on this definition, the tables below include only those
contracts, which include fixed or minimum obligations. It does not include
normal purchases, which are made in the ordinary course of business.
The following table provides aggregated information about contractual
obligations and other long-term liabilities as of December 31, 2005.
2006 2007 - 2008 2009 - 2010 2011 and after Total
---------- ----------- ----------- -------------- -----------
Debt $1,776,000 $3,682,000 $3,867,000 $ 2,046,000 $11,371,000
Interest 569,000 841,000 429,000 135,000 1,974,000
Operating lease obligations 3,382,000 4,036,000 939,000 11,000 8,368,000
Contractual commitments for
capital expenditures 1,323,000 -- -- -- 1,323,000
Postretirement benefits 85,000 305,000 545,000 8,832,000 9,767,000
---------- ---------- ---------- ----------- -----------
Total $7,135,000 $8,864,000 $5,780,000 $11,024,000 $32,803,000
========== ========== ========== =========== ===========
Interest is calculated based on adjusting the variable interest rate to the
effective interest rate due to the swap agreements in place for both long-term
borrowings.
20
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discuss the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these 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.
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 the Company's customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be
required. The Company had recorded an allowance for doubtful accounts of
$214,000 at December 31, 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. The
Company has reduced accounts receivable for chargebacks of $807,000 at December
31, 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 effect on the Company's ability to recover its long-lived assets. The
Company has not recorded any impairment to goodwill for long-lived assets for
the years ended December 31, 2005 and 2004.
Self-Insurance
The Company is self-insured with respect to most of its Columbus, Ohio and
Gaffney, South Carolina medical and dental claims and Columbus, Ohio workers'
compensation claims. The Company has recorded an estimated liability for
self-insured medical and dental claims incurred but not reported and worker's
compensation claims incurred but not reported at December 31, 2005, and 2004 of
$1,002,000 and $931,000, respectively.
Post Retirement Benefits
Management records an accrual for postretirement 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. Core Molding Technologies
recorded a liability for postretirement healthcare benefits based on actuarially
computed estimates of $9,767,000 at December 31, 2005, and $8,035,000 at
December 31, 2004.
Revenue Recognition
Revenue from product sales is recognized at the time products are shipped
and title transfers. Allowances for returned products and other credits are
estimated and recorded as revenue is recognized. Tooling revenue is recognized
when the customer
21
approves the tool and accepts ownership. Progress billings and expenses are
shown net as an asset or liability on the Company's balance sheet.
Income Taxes
Management records a valuation allowance to reduce its deferred tax assets
to the amount that it believes is more likely than not to be realized. The
Company has considered future taxable income in assessing the need for a
valuation allowance and has not recorded a valuation allowance due to
anticipating it being more likely than not that the Company will realize these
benefits.
The deferred tax asset of $8,373,000 at December 31, 2005, primarily
includes temporary differences between the book and tax basis of the Company's
property and equipment of approximately $2,070,000 and temporary differences
relating to post-retirement and pension benefits of $3,700,000.
An analysis is performed to determine the amount of the deferred tax asset
that will be realized. Such analysis is based upon the premise that the Company
is and will continue as 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. Management reviews all available evidence, both positive and negative,
to assess the long-term earnings potential of the Company using a number of
alternatives to evaluate financial results in economic cycles at various
industry volume conditions. Other factors considered are the Company's
relationships with its four largest customers (International, Freightliner,
PACCAR, and Yamaha), and the Company's recent customer diversification efforts.
The projected availability of taxable income to realize the tax benefits from
net operating loss carryforwards and the reversal of temporary differences
before expiration of these benefits are also considered. Management believes
that, with the combination of available tax planning strategies and the
maintenance of its relationships with its key customers, earnings are achievable
in order to realize the net deferred tax asset of $8,373,000.
INFLATION
Inflation generally affects the Company by increasing the cost of labor,
equipment and raw materials. Due to the cost of crude oil and natural gas, raw
material prices have increased and are expected to continue to rise in 2006.
These increases could have a significant impact on the future results of
operations.
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. The Company 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 SFAS No. 123(R), Share-Based Payment.
SFAS 123(R) is a revision of FASB Statement 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees and our related implementation guidance. The statement focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. SFAS No. 123(R) requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award.
That cost is to be recognized over the period during which an employee is
required to provide service in exchange for the award. We will record non-cash
stock compensation expense of unvested stock options outstanding beginning in
the first quarter of fiscal year 2006. The impact of the adoption of SFAS 123(R)
will depend on share-based payments in the future; we currently expect a
reduction to diluted earnings per share of approximately $0.03 in 2006.
In November 2005, the FASB issued FSP No. 123(R)-3, Transition Election Related
to Accounting for the Tax Effects of Share-Based Payment Awards. This provides
an elective alternative method that establishes a computational component to
arrive at the beginning balance of the accumulated paid-in capital pool related
to employee compensation and a simplified method to determine the subsequent
impact on the accumulated paid-in capital pool of employee awards that are fully
vested and outstanding upon the adoption of SFAS No. 123(R). We are currently
evaluating this transition method.
22
In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47") as an interpretation of
FASB Statement No. 143, "Accounting for Asset Retirement Obligations" ("SFAS
143"). This interpretation clarifies that the term conditional asset retirement
obligation as used in SFAS 143, refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on a future event though uncertainty exists about the timing and/or
method of settlement. Accordingly, an entity is required to recognize a
liability for the fair value of a conditional asset retirement obligation if the
fair value of the liability can be reasonably estimated. This interpretation
also clarifies when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. This interpretation
is effective for fiscal years ending after December 15 2005. There is no
material effect to the consolidated financial statements from adoption of FIN
47.
ITEM 7A. 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. Core Molding Technologies has an interest rate swap to fix the interest
rate at 4.89%; (2) revolving line of credit, which bears a variable interest
rate; (3) bank note payable with a variable interest rate. Core Molding
Technologies entered into a swap agreement effective January 1, 2004, to fix the
interest rate at 5.75%; (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 effect on operating margins.
Assuming a hypothetical 10% change in short-term interest rates in both
2005 and 2004, interest expense would not change significantly, as the interest
rate swap agreement would generally offset the impact and the use of Core
Molding Technologies' revolving line of credit was not material during 2005.
23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Core Molding Technologies, Inc.
Columbus, Ohio
We have audited the accompanying consolidated balance sheets of Core
Molding Technologies, Inc. and subsidiaries (the "Company") as of December 31,
2005 and 2004, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 2005. Our audits also included the financial statement schedules listed in
the Index at Item 15. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Core Molding Technologies, Inc.
and subsidiaries at December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, such financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
- -------------------------------------
DELOITTE & TOUCHE LLP
Columbus, Ohio
March 29, 2006
24
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31,
-----------------------------------------
2005 2004 2003
------------ ------------ -----------
NET SALES:
Products $124,909,485 $103,733,524 $81,295,487
Tooling 5,633,379 8,111,752 11,487,847
------------ ------------ -----------
TOTAL SALES 130,542,864 111,845,276 92,783,334
Cost of sales 104,846,750 92,790,526 77,587,866
Postretirement benefits expense 2,213,622 1,745,611 1,297,561
------------ ------------ -----------
TOTAL COST OF SALES 107,060,372 94,536,137 78,885,427
------------ ------------ -----------
GROSS MARGIN 23,482,492 17,309,139 13,897,907
------------ ------------ -----------
Selling, general and administrative expense 12,560,592 10,399,800 9,151,676
Postretirement benefits expense 528,147 337,690 343,064
------------ ------------ -----------
TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 13,088,739 10,737,490 9,494,740
------------ ------------ -----------
INCOME BEFORE INTEREST AND INCOME TAXES 10,393,753 6,571,649 4,403,167
Interest income 226,202 6,584 87,508
Interest expense (750,763) (872,296) (1,852,065)
------------ ------------ -----------
INCOME BEFORE INCOME TAXES 9,869,192 5,705,937 2,638,610
Income taxes:
Current 828,012 602,188 401,711
Deferred 2,755,124 (30,901) 571,640
------------ ------------ -----------
TOTAL INCOME TAXES 3,583,136 571,287 973,351
------------ ------------ -----------
NET INCOME $ 6,286,056 $ 5,134,650 $ 1,665,259
============ ============ ===========
NET INCOME PER COMMON SHARE:
BASIC $ 0.63 $ 0.53 $ 0.17
============ ============ ===========
DILUTED $ 0.60 $ 0.52 $ 0.17
============ ============ ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC 9,913,209 9,778,680 9,778,680
============ ============ ===========
DILUTED 10,412,774 9,820,946 9,778,680
============ ============ ===========
See notes to consolidated financial statements.
25
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
---------------------------
2005 2004
------------ ------------
ASSETS
Current assets:
Cash $ 9,413,994 $ 5,358,246
Accounts receivable (less allowance for doubtful accounts:
2005 - $214,000 and 2004 - $235,000) 22,279,588 18,430,331
Inventories:
Finished and work in process goods 2,075,094 2,650,610
Stores 5,219,927 3,893,886
------------ ------------
Total inventories 7,295,021 6,544,496
Deferred tax asset 2,208,567 1,892,238
Foreign sales tax receivable 756,723 1,450,299
Tooling in progress -- 700,504
Prepaid expenses and other current assets 947,937 822,676
------------ ------------
Total current assets 42,901,830 35,198,790
Property, plant and equipment 47,939,881 45,387,577
Accumulated depreciation (24,269,524) (22,657,889)
------------ ------------
Property, plant and equipment - net 23,670,357 22,729,688
Deferred tax asset 6,164,317 9,361,558
Goodwill 1,097,433 1,097,433
Customer List/ Non-compete 189,860 235,211
Other assets 197,605 337,782
------------ ------------
TOTAL $ 74,221,402 $ 68,960,462
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities:
Current portion long-term debt $ 1,775,716 $ 1,735,714
Current portion graduated lease payments and deferred gain 567,369 682,824
Accounts payable 10,224,296 14,055,397
Tooling in progress 1,148,104 --
Accrued liabilities:
Compensation and related benefits 5,264,515 3,664,949
Interest 103,701 101,132
Taxes 130,820 454,618
Other 836,580 974,400
------------ ------------
Total current liabilities 20,051,101 21,669,034
Long-term debt 9,594,995 11,370,711
Interest rate swaps 100,965 474,658
Graduated lease payments and deferred gain 567,030 1,134,399
Postretirement benefits liability 9,766,544 8,034,774
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value, authorized shares - 10,000,000;
outstanding shares: 2005 and 2004 - 0 -- --
Common stock - $0.01 par value, authorized shares - 20,000,000;
outstanding shares: 2005 - 10,040,080 and 2004 - 9,778,680 100,401 97,787
Paid-in capital 20,770,958 19,451,392
Accumulated other comprehensive loss, net of income tax benefit (58,891) (314,536)
Retained earnings 13,328,299 7,042,243
------------ ------------
Total stockholders' equity 34,140,767 26,276,886
------------ ------------
TOTAL $ 74,221,402 $ 68,960,462
============ ============
See notes to consolidated financial statements.
26
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
COMMON STOCK ACCUMULATED
OUTSTANDING RETAINED OTHER TOTAL
--------------------- PAID-IN EARNINGS COMPREHENSIVE STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) INCOME (LOSS) EQUITY
---------- -------- ----------- ----------- ------------- -------------
BALANCE AT JANUARY 1, 2003 9,778,680 $ 97,787 $19,251,392 $ 242,334 $(510,466) $19,081,047
Net Income 1,665,259 1,665,259
Hedge accounting effect of the
interest rate swap 163,291 163,291
Deferred income tax expense on
interest rate swap (55,519) (55,519)
-----------
Comprehensive Income 1,733,031
---------- -------- ----------- ----------- --------- -----------
BALANCE AT DECEMBER 31, 2003 9,778,680 97,787 19,251,392 1,907,593 (402,694) 20,854,078
Net Income 5,134,650 5,134,650
Forgiveness of related party debt 200,000 200,000
Hedge accounting effect of the
interest rate swap 133,573 133,573
Deferred income tax expense on
interest rate swaps (45,415) (45,415)
-----------
Comprehensive Income 5,422,808
---------- -------- ----------- ----------- --------- -----------
BALANCE AT DECEMBER 31, 2004 9,778,680 97,787 19,451,392 7,042,243 (314,536) 26,276,886
Net Income 6,286,056 6,286,056
Common shares issued from exercise of
stock options 261,400 2,614 805,747 808,361
Tax effect from exercise of stock
options 513,819 513,819
Hedge accounting effect of the
interest rate swap 381,439 381,439
Deferred income tax expense on
interest rate swaps (125,794) (125,794)
-----------
Comprehensive Income 7,863,881
---------- -------- ----------- ----------- --------- -----------
BALANCE AT DECEMBER 31, 2005 10,040,080 $100,401 $20,770,958 $13,328,299 $ (58,891) $34,140,767
========== ======== =========== =========== ======== ============
See notes to consolidated financial statements.
27
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
----------------------------------------
2005 2004 2003
----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,286,056 $ 5,134,650 $ 1,665,259
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,255,702 2,102,102 2,162,126
Deferred income taxes 2,755,124 (30,901) 571,640
Interest expense related to ineffectiveness of swap 7,746 -- --
Loss on disposal of assets 14,701 16,600 89,333
Amortization of deferred gain (453,554) (453,554) (453,555)
Tax effect from exercise of stock options 513,819 -- --
Loss (gain) on translation of foreign currency
financial statements (19,506) 975 119,930
Change in operating assets and liabilities
(net of effects from acquisitions):
Accounts receivable (3,112,488) (6,300,066) (1,549,296)
Inventories (81,663) (1,548,401) (726,333)
Prepaid expenses and other assets 568,315 (115,104) 63,735
Accounts payable (2,697,636) 7,366,659 1,467,258
Accrued and other liabilities 794,198 1,114,903 (453,408)
Postretirement benefits liability 1,731,770 1,185,239 887,503
----------- ----------- ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,562,584 8,473,102 3,844,192
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,044,643) (1,319,758) (1,368,701)
Proceeds from sale of property and equipment 65,000 -- --
Acquisition of Cincinnati Fiberglass, Inc. (688,077) -- --
Acquisition of Keystone Restyling -- (544,150) --
Proceeds from maturities on mortgage-backed security
investment 88,239 1,434 4,791
----------- ----------- ------------
NET CASH USED IN INVESTING ACTIVITIES (3,579,481) (1,862,474) (1,363,910)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in bank note payable -- -- 9,000,000
Payment of principal on secured note payable -
International Truck & Engine Corporation -- -- (19,720,150)
Proceeds from issuance of common stock 808,361 -- --
Payment of principal on bank note (1,285,716) (1,178,573) --
Payment of principal on industrial revenue bond (450,000) (420,000) (390,000)
----------- ----------- ------------
NET CASH USED IN FINANCING ACTIVITIES (927,355) (1,598,573) (11,110,150)
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,055,748 5,012,055 (8,629,868)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,358,246 346,191 8,976,059
----------- ----------- ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 9,413,994 $ 5,358,246 $ 346,191
=========== =========== ============
Cash paid for:
Interest (net of amounts capitalized) $ 442,507 $ 842,154 $ 1,819,492
=========== =========== ============
Income taxes (refund) $ 526,918 $ 361,100 $ (173,907)
=========== =========== ============
Non-cash transactions:
Note payable - International Truck & Engine Corporation -- $ (200,000) $ 200,000
=========== =========== ============
See notes to consolidated financial statements.
28
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS FORMATION AND NATURE OF OPERATIONS
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 4),
produces reinforced plastic products by a robotic spray-up open mold process and
resin transfer molding ("RTM") closed mold process utilizing multiple insert
tooling ("MIT"). 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 4).
The Company operates in one business segment as a compounder of sheet
molding composites ("SMC") and molder of fiberglass reinforced plastics. The
Company produces and sells both SMC compound and molded products for varied
markets, including light, medium and heavy-duty trucks, automobiles and
automotive aftermarkets, personal watercraft and other commercial products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of all subsidiaries after elimination of all
material intercompany accounts, transactions and profits. All significant
intercompany transactions have been eliminated.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosures of contingent assets and
liabilities and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue Recognition - Revenue from product sales is recognized at the time
products are shipped and title transfers. Allowances for returned products and
other credits are estimated and recorded as revenue is recognized. Tooling
revenue is recognized when the customer approves the tool and accepts ownership.
Progress billings and expenses are shown net as an asset or liability on the
Company's balance sheet. Tooling in progress can fluctuate significantly from
period to period and is dependent upon the stage of tooling projects and the
related billing and expense payment timetable for individual projects and
therefore does not necessarily reflect projected income or loss from tooling
projects. At December 31, 2005 the Company has recorded a net liability related
to tooling in progress of $1,148,000, which represents approximately $11,164,000
of progress tooling billings and $10,016,000 of progress tooling expenses. At
December 31, 2004 the Company has recorded a net asset related to tooling in
progress of $701,000, which represents approximately $3,001,000 of progress
tooling billings and $3,702,000 of progress tooling expenses.
Cash and Cash Equivalents - The Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents. Cash is held primarily in one bank.
Inventories - Inventories are stated at the lower of cost (first-in,
first-out) or market. The Company had recorded an allowance for slow moving and
obsolete inventory of $490,000 at December 31, 2005 and $670,000 at December 31,
2004.
29
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Property, Plant and Equipment - Property, plant and equipment are recorded
at cost. Depreciation is provided on a straight-line method over the estimated
useful lives of the assets. The carrying amount of long-lived assets is
evaluated annually to determine if adjustment to the depreciation period or to
the unamortized balance is warranted.
Ranges of estimated useful lives for computing depreciation are as follows:
Land improvements 20 years
Building and improvements 20-40 years
Machinery and equipment 3-15 years
Tools, dies and patterns 3-5 years
Depreciation expense was $2,158,000, $2,041,000 and $2,153,000 for 2005,
2004, and 2003. In 2005, 2004 and 2003, approximately $0, $0 and $33,000 of
interest costs were capitalized in property, plant and equipment.
Deferred Gain - Deferred gains resulted from sales leaseback transactions
that occurred in 1997 and 1998 and are being amortized over the lease period.
Long-Lived Assets - Long-lived assets consist primarily of property and
equipment, goodwill and a customer list. The recoverability of long-lived assets
is evaluated by an analysis of operating results and consideration of other
significant events or changes in the business environment. The Company evaluates
whether impairment exists for property and equipment and the customer list on
the basis of undiscounted expected future cash flows from operations before
interest. For goodwill, the Company evaluates annually on December 31st whether
impairment exists on the basis of estimated fair value of the associated
reporting unit. If impairment exists, the carrying amount of the long-lived
assets is reduced to its estimated fair value, less any costs associated with
the final settlement. For the years ended December 31, 2005, 2004 and 2003,
there was no impairment of the Company's long-lived assets.
Self-Insurance - The Company is self-insured with respect to its Columbus,
Ohio and Gaffney, South Carolina medical and dental claims and Columbus, Ohio
workers' compensation claims. The Company has recorded an estimated liability
for self-insured medical and dental claims incurred but not reported and
worker's compensation claims incurred but not reported at December 31, 2005, and
2004 of $1,002,000 and $931,000, respectively.
Fair Value of Financial Instruments - The Company's financial instruments
consist of long-term debt, an interest rate swap, accounts receivable and
accounts payable. The carrying amount of these financial instruments
approximated their fair value.
Concentration of Credit Risk - The Company has significant transactions
with four major customers (see Note 3), which together comprised 82%, 82% and
84% of total sales in 2005, 2004 and 2003, respectively and 86% and 80% of the
accounts receivable balances at December 31, 2005 and 2004, respectively. The
Company performs ongoing credit evaluations of its customers' financial
condition. The Company maintains reserves for potential bad debt losses, and
such bad debt losses have been historically within the Company's expectations.
Export sales, including sales to Canada and Mexico, for products provided to
certain customers' manufacturing and service locations totaled 15%, 16% and 18%
of total sales for 2005, 2004 and 2003, respectively.
30
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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:
YEARS ENDED DECEMBER 31,
-------------------------------------
2005 2004 2003
----------- ---------- ----------
Net income $ 6,286,056 $5,134,650 $1,665,259
Weighted average common shares outstanding 9,913,209 9,778,680 9,778,680
Plus: dilutive options assumed exercised 1,027,700 146,680 --
Less: shares assumed repurchased with proceeds from
exercise 528,135 104,414 --
----------- ---------- ----------
Weighted average common and potentially issuable
common shares outstanding 10,412,774 9,820,946 9,778,680
Basic earnings per common share $ 0.63 $ 0.53 $ 0.17
Diluted earnings per common share $ 0.60 $ 0.52 $ 0.17
5,000 shares at December 31, 2005, 1,058,000 shares at December 31, 2004
and 214,000 shares at December 31, 2003 were not included in diluted earnings
per share as they were anti-dilutive.
Stock Based Compensation - The Company accounts for its stock option plans
in accordance with Accounting Principles Board ("APB") Opinion No. 25, under
which no compensation cost has been recognized. Had compensation cost for all
stock option plans been determined consistent with the fair value method
prescribed by Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock Based Compensation," the Company's net income and earnings
per common share would have resulted in the amounts as reported below.
YEARS ENDED DECEMBER 31,
------------------------------------
2005 2004 2003
---------- ---------- ----------
Net income as reported $6,286,056 $5,134,650 $1,665,259
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects (264,813) (204,089) (148,135)
---------- ---------- ----------
Pro forma net income $6,021,243 $4,930,561 $1,517,124
========== ========== ==========
Earnings per share:
Basic- as reported $ 0.63 $ 0.53 $ 0.17
Diluted- as reported $ 0.60 $ 0.52 $ 0.17
Basic- pro forma $ 0.61 $ 0.50 $ 0.16
Diluted- pro forma $ 0.58 $ 0.50 $ 0.16
The weighted average fair value of options granted during 2005, 2004 and
2003 was $4.12, $1.56 and $2.12, respectively. The fair value of the options
granted were estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: risk free interest rate of
4.37% for 2005, 4.13% for 2004 and 4.14% for 2003, no expected dividend yield,
expected lives of 8 to 10 years and expected volatility of 91%, 37% and 56% for
2005, 2004 and 2003, respectively.
31
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The pro forma amounts are not representative of the effects on reported net
earnings or earnings per common share for future years. On August 4, 2003, of
the 1,171,500 stock options outstanding, 978,000 options were tendered for
cancellation. The Company issued 885,950 options on February 9, 2004 at $3.21
per share.
Research and Development - Research and Development costs, which are
expensed as incurred, totaled approximately $360,000 in 2005, $383,000 in 2004
and $251,000 in 2003.
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. The Company 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 SFAS No. 123(R), Share-Based Payment.
SFAS 123(R) is a revision of FASB Statement 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees and our related implementation guidance. The statement focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. SFAS No. 123(R) requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award.
That cost is to be recognized over the period during which an employee is
required to provide service in exchange for the award. We will record non-cash
stock compensation expense of unvested stock options outstanding beginning in
the first quarter of fiscal year 2006. The impact of the adoption of SFAS 123(R)
will depend on share-based payments in the future; we currently expect a
reduction to diluted earnings per share of approximately $0.03 in 2006.
In November 2005, the FASB issued FSP No. 123(R)-3, Transition Election Related
to Accounting for the Tax Effects of Share-Based Payment Awards. This provides
an elective alternative method that establishes a computational component to
arrive at the beginning balance of the accumulated paid-in capital pool related
to employee compensation and a simplified method to determine the subsequent
impact on the accumulated paid-in capital pool of employee awards that are fully
vested and outstanding upon the adoption of SFAS No. 123(R). We are currently
evaluating this transition method.
In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47") as a interpretation of FASB
Statement No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143").
This interpretation clarifies that the term conditional asset retirement
obligation as used in SFAS 143, refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on a future event though uncertainty exists about the timing and/or
method of settlement. Accordingly, an entity is required to recognize a
liability for the fair value of a conditional asset retirement obligation if the
fair value of the liability can be reasonably estimated. This interpretation
also clarifies when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. This interpretation
is effective for fiscal years ending after December 15, 2005. There is no
material effect to the consolidated financial statements from adoption of FIN
47.
Foreign Currency Adjustments - In conjunction with the Company's
acquisition of certain assets of Airshield Corporation, the Company established
operations in Mexico. The functional currency for the Mexican operations is the
United States dollar. All foreign currency asset and liability amounts are
remeasured into United States dollars at end-of-period exchange rates. Income
statement accounts are translated at the monthly average rates. Gains and losses
resulting from translation of foreign currency financial statements into United
States dollars and gains and losses resulting from foreign currency transactions
are included in current results of operations. Aggregate foreign currency
translation and transaction gains (losses) included in operations totaled
$90,131 in 2005, $148,782 in 2004 and ($119,930) in 2003.
32
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. MAJOR CUSTOMERS
The Company currently has four major customers, International Truck &
Engine Corporation ("International"), Freightliner, LLC ("Freightliner"),
PACCAR, Inc. ("PACCAR"), and Yamaha Motor Manufacturing Corporation ("Yamaha").
In previous years the Company identified Lear Corporation as a major customer;
however, in 2005 Lear was not considered a significant customer due to lower
sales volumes.
The following table presents net sales for the above-mentioned customers for the
years ended December 31, 2005, 2004 and 2003:
2005 2004 2003
------------ ------------ -----------
International $ 66,381,923 $ 60,166,811 $51,205,429
Freightliner 17,034,411 13,777,832 9,820,473
PACCAR 15,512,084 4,138,163 2,933,017
Yamaha 11,078,372 13,745,795 13,612,040
------------ ------------ -----------
Subtotal 110,006,790 91,828,601 77,570,959
Other 20,536,074 20,016,675 15,212,375
------------ ------------ -----------
Total $130,542,864 $111,845,276 $92,783,334
============ ============ ===========
4. 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. The acquisition was part of the Company's growth strategy. 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 was 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:
Inventories $ 668,862
Property and Equipment 95,000
Non-compete agreement 5,000
Tooling accounts receivable 36,265
---------
Total assets purchased 805,127
Accrued vacation assumed (117,050)
---------
Net purchase price $ 688,077
=========
33
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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.
DECEMBER 31,
----------------------------
2005 2004
------------- ------------
Net Sales (pro forma) $144,666,738 $129,002,103
============ ============
Net Income (pro forma) $ 6,964,936 $ 5,311,665
============ ============
Net Income Per Share
(pro forma)
Basic $ 0.70 $ 0.54
Diluted $ 0.67 $ 0.54
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, the Company purchased substantially all of the assets
consisting primarily of inventory and equipment, of Keystone Restyling Products,
Inc. for $544,150. The Company 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. Such additional costs will be recorded as an intangible asset. Earning
thresholds were not achieved to require contingent cash payments in 2005.
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 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 the
Company.
The following table presents the allocation of the purchase price:
Inventories $145,110
Property and equipment 151,450
Customer list 247,590
--------
Total purchase price $544,150
========
The Company will amortize the customer list on a straight-line basis over
sixty months. Amortization expense was $49,518 and $12,380 in 2005 and 2004,
respectively. Amortization expense is expected to be $49,518 in 2006 through
2008 and $37,138 in 2009.
34
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. FOREIGN OPERATIONS
In conjunction with the Company's acquisition of assets of Airshield
Corporation on October 16, 2001, the Company established manufacturing
operations in Mexico (under the Maquiladora program). The Mexican operation is a
captive manufacturing facility of the Company. Essentially all sales of the
Mexican operation are made to United States customers in United States dollars,
which totaled $25,005,000 in 2005, $20,153,000 in 2004 and $18,332,000 in 2003.
Expenses are incurred in the United States dollar and the Mexican peso. Expenses
incurred in pesos include labor, utilities, supplies and materials, and amounted
to approximately 31% of sales in 2005, 30% of sales in 2004 and 32% of sales in
2003. The Company owns long-lived assets that are geographically located at the
Mexican operation, which total $989,000 at December 31, 2005. The Company's
manufacturing operation in Mexico is subject to various political, economic, and
other risks and uncertainties inherent to Mexico. Among other risks, the
Company's Mexican operations are subject to domestic and international customs
and tariffs, changing taxation policies and governmental regulations.
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at December 31:
2005 2004
------------ ------------
Land and land improvements $ 2,311,507 $ 2,296,788
Buildings 17,979,078 17,574,859
Machinery and equipment 25,306,686 24,321,268
Tools, dies and patterns 694,319 566,912
Additions in progress 1,648,291 627,750
------------ ------------
Total 47,939,881 45,387,577
Less accumulated depreciation (24,269,524) (22,657,889)
------------ ------------
Property, plant and equipment - net $ 23,670,357 $ 22,729,688
============ ============
Additions in progress at December 31, 2005 and 2004 primarily relate to the
purchase and installation of equipment at the Company's operating facilities. At
December 31, 2005 and 2004, commitments for capital expenditures in progress
were $1,323,000 and $132,000, respectively.
7. DEBT AND LEASES
DECEMBER, 31
-------------------------
2005 2004
----------- -----------
Note Payable to bank, interest at a variable
rate with monthly payments of interest and
principal over a seven year period through
December 2010, collateralized by a security
interest in all the Company's assets. $ 6,535,711 $ 7,821,425
Industrial Revenue Bond, interest adjustable
weekly (2005 average 2.60%; 2004 average
1.47%), payable quarterly, principal due in
variable quarterly installments through April,
2013, secured by a bank letter of credit with
a balance of $4,857,000 as of December 31, 2005. 4,835,000 5,285,000
----------- -----------
Total 11,370,711 13,106,425
Less current portion (1,775,716) (1,735,714)
----------- -----------
Long-term debt $ 9,594,995 $11,370,711
=========== ===========
35
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE PAYABLE - BANK
On December 30, 2003, the Company borrowed $9,000,000 in the form of a note
payable collateralized by the Company's assets. The note payable bears interest
at a variable rate of LIBOR plus 200 basis points or the prime rate and this
rate was 6.29% at December 31, 2005.
INDUSTRIAL REVENUE BOND
In May 1998, the Company borrowed $7,500,000 through the issuance of an
Industrial Revenue Bond ("IRB"). The IRB bears interest at a weekly adjustable
rate and matures in April 2013. The maximum interest rate that may be charged at
any time over the life of the IRB is 10%.
As security for the IRB, the Company obtained a letter of credit from a
commercial bank, which has a balance of $4,857,000 as of December 31, 2005. The
letter of credit can only be used to pay principal and interest on the IRB. Any
borrowings made under the letter of credit bear interest at the bank's prime
rate and are secured by a lien and security interest in all of the Company's
assets. The letter of credit expires in April 2010, and the Company intends to
extend the letter of credit each year as required by the IRB.
NOTE PAYABLE - INTERNATIONAL
In 2003, the Company paid $17,859,000 on the original note payable to
International leaving a remaining balance of $200,000. This payment was made on
December 30, 2003 by borrowing $9,000,000 in the form of a note payable from its
primary bank and using cash reserves. The remaining balance of the original
International note of $200,000 was replaced by a new, 8% note due December 31,
2004. At December 31, 2004, this note was recorded as being forgiven due to the
performance objectives being achieved and the amount was recorded in Paid In
Capital because International is a significant shareholder of the Company (see
Note 12).
Annual maturities of long-term debt are as follows:
2006 $ 1,776,000
2007 1,816,000
2008 1,866,000
2009 1,906,000
2010 1,961,000
Thereafter 2,046,000
-----------
Total $11,371,000
===========
LINE OF CREDIT
At December 31, 2005, the Company had available a $7,500,000 variable rate
bank revolving line of credit scheduled to mature on April 30, 2007. The line of
credit bears interest at LIBOR plus two percent or at the prime rate. The line
of credit is collateralized by all the Company's assets. There was no
outstanding balance on the bank revolving line of credit at December 31, 2005
and 2004.
36
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INTEREST RATE SWAPS
In conjunction with its variable rate Industrial Revenue Bond, the
Company entered into an interest rate swap agreement, which is designated as a
cash flow hedging instrument. Under this agreement, the Company pays a fixed
rate of 4.89% to the bank and receives 76% of the 30-day commercial paper rate.
The swap term and notional amount matches the payment schedule on the IRB with
final maturity in April 2013. The difference paid or received varies as
short-term interest rates change and is accrued and recognized as an adjustment
to interest expense. While the Company is exposed to credit loss on its interest
rate swap in the event of non-performance by the counterparty to the swap,
management believes such non-performance is unlikely to occur given the
financial resources of the counterparty. The effectiveness of the swap is
assessed at each financial reporting date by comparing the commercial paper rate
of the swap to the benchmark rate underlying the variable rate of the Industrial
Revenue Bond. In all periods presented this cash flow hedge was highly
effective; any ineffectiveness was not material. Interest expense related to the
ineffectiveness of the IRB swap was $7,746 for the year ended December 31, 2005.
None of the changes in the fair value of the interest rate swap have been
excluded from the assessment of hedge effectiveness.
Effective January 1, 2004, the Company entered into an interest rate swap
agreement, which is designated as a cash flow hedge of the bank note payable.
Under this agreement, the Company pays a fixed rate of 5.75% to the bank and
receives LIBOR plus 200 basis points. The swap term and notional amount matches
the payment schedule on the secured note payable with final maturity in January
2011. The interest rate swap is a highly effective hedge because the amount,
benchmark interest rate index, term, and repricing dates of both the interest
rate swap and the hedged variable interest cash flows are exactly the same.
While the Company is exposed to credit loss on its interest rate swap in the
event of non-performance by the counterparty to the swap, management believes
such non-performance is unlikely to occur given the financial resources of the
counterparty. Interest expense includes $162,000 in 2005, $409,000 in 2004 and
$235,000 in 2003 of settlements related to the swaps.
BANK COVENANTS
The Company is subject to formal debt covenants related to minimum fixed
charge coverage and total funded obligations debt ratios. As of December 31,
2005, the Company was in compliance with these covenants.
LEASES
The Company leases a significant portion of its manufacturing equipment and
a warehouse facility under operating lease agreements.
In August 2005, in conjunction with the acquisition of the Cincinnati
Fiberglass Division of Diversified Glass, Inc., Core Composites Cincinnati, LLC.
entered into a 7-year operating lease agreement for the manufacturing facility
located in Batavia, Ohio. The Company has the option to terminate the lease
effective any time after July 31, 2006, by providing written notice to the
lessor no later than 90 days prior to intended termination date. The Company has
the option to purchase the property at the end of every lease year.
In October 2001, in conjunction with the Airshield Asset Acquisition, the
Company's Mexican subsidiary entered into a 10-year operating lease agreement
for a manufacturing facility in Matamoros, Mexico. The Company has an option to
purchase the facility at any time during the first seven years. The Company may
cancel the lease upon giving six months notice to the lessor.
Total rental expense was $4,195,000, $4,035,000 and $4,388,000 for 2005,
2004 and 2003.
37
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The future minimum lease payments under non-cancelable operating leases
that have lease terms in excess of one year are as follows:
2006 $3,382,000
2007 2,983,000
2008 1,053,000
2009 601,000
2010 338,000
Thereafter 11,000
----------
Total minimum lease payments $8,368,000
==========
8. EQUITY
ANTI-TAKEOVER MEASURES
The Company's Certificate of Incorporation and By-laws contain certain
provisions designed to discourage specific types of transactions involving an
actual or threatened change of control of the Company. These provisions, which
are designed to make it more difficult to change majority control of the Board
of Directors without its consent, include provisions related to removal of
Directors, the approval of a merger and certain other transactions as outlined
in the Certificate of Incorporation and any amendments to those provisions.
RESTRICTIONS ON TRANSFER
The Company's Certificate of Incorporation contains a provision (the
"Prohibited Transfer Provision") designed to help assure the continued
availability of the Company's substantial net operating loss and capital loss
carryforwards (see Note 10) by seeking to prevent an "ownership change" as
defined under current Treasury Department income tax regulations. Under the
Prohibited Transfer Provision, if a stockholder transfers or agrees to transfer
stock, the transfer will be prohibited and void to the extent that it would
cause the transferee to hold a "Prohibited Ownership Percentage" (as defined in
the Company's Certificate of Incorporation, but generally, means direct and
indirect ownership of 4.5% or more of the Company's common stock) or if the
transfer would result in the transferee's ownership increasing if the transferee
had held a Prohibited Ownership Percentage within the three prior years or if
the transferee's ownership percentage already exceeds the Prohibited Ownership
Percentage under applicable Federal income tax rules. The Prohibited Transfer
Provision does not prevent transfers of stock between persons who do not hold a
Prohibited Ownership Percentage.
9. INCENTIVE STOCK PLANS
STOCK OPTIONS
The Company has a Long Term Equity Incentive Plan (the "Plan"), as
originally approved by the shareholders in May 1997, and as amended in May 2000
to increase the number of shares authorized for issuance, that allows for grants
to directors and key employees of non-qualified stock options, incentive stock
options, director options, stock appreciation rights, restricted stock,
performance shares, performance units and other incentive awards up to an
aggregate of 3.0 million awards, each representing a right to buy a share of the
Company's common stock. Options can be granted under the plan through the
earlier of December 31, 2006, or the date the maximum number of available awards
under the plan have been granted.
During 2005, 2004 and 2003, the Company granted stock options under the
plan. The options have vesting schedules of five or nine and one-half years from
the date of grant, are not exercisable after ten years from the date of grant,
and were granted at prices which equaled or exceeded the fair market value of
the Company's common stock at the date of grant.
On August 4, 2003, of the 1,171,500 stock options outstanding, 978,000
options were tendered for cancellation. The Company issued 594,700 options under
the Plan on February 9, 2004, at $3.21 per share. On the same date, the Company
issued 261,250 options that were not covered under the Plan at $3.21 to its
Directors.
38
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following summarizes all stock option activity for the years ended
December 31:
2005 2004 2003
-------------------- -------------------- ---------------------
WIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
NUMBER OF EXERCISE NUMBER OF EXERCISE NUMBER OF EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
--------- -------- --------- -------- ---------- --------
Outstanding - beginning of year 1,203,900 3.12 214,000 $2.93 1,209,000 $3.07
Granted 123,000 4.95 1,043,550 3.13 35,000 3.33
Exercised (261,400) 3.09 -- -- -- --
Forfeited (32,800) 2.80 (53,650) 2.93 (1,030,000) 3.11
--------- ---- --------- ----- ---------- -----
Outstanding - end of year 1,032,700 3.33 1,203,900 $3.12 214,000 $2.93
========= ==== ========= ===== ========== =====
Exercisable at December 31 514,628 3.18 615,006 $3.16 93,100 $3.17
========= ==== ========= ===== ========== =====
Options available for grant 1,959,550 2,049,750 2,778,400
========= ========= ==========
The following table summarizes information about stock options outstanding and
exercisable as of December 31, 2005:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------- --------------------------
WEIGHTED WEIGHTED AVERAGE WEIGHTED
RANGE OF NUMBER OF AVERAGE CONTRACTUAL LIFE NUMBER OF AVERAGE
EXERCISE PRICES OPTIONS EXERCISE PRICE IN YEARS OPTIONS EXERCISE PRICE
- --------------- --------- -------------- ---------------- --------- --------------
$2.75 201,800 $2.75 7.9 43,600 $2.75
$3.21 670,900 3.21 8.1 455,028 3.21
$3.33 to $3.75 97,000 3.31 8.5 16,000 3.35
$6.40 to $7.98 63,000 6.53 9.1 -- --
--------- ----- ------- -----
1,032,700 $3.33 514,628 $3.18
========= ===== ======= =====
PHANTOM STOCK AGREEMENT
In 2000, the Company issued 150,000 phantom stock units to an officer. For
each unit, the officer is entitled to a cash payment of an amount equal to the
excess of the market value on the date of the exercise over $2.75. The units
vested on December 31, 2004 and expired one year later, assuming continued
employment of the officer. All units were exercised during 2005. Compensation
expense (income) was $792,750 in 2005, $(23,000) in 2004 and $26,000 in 2003
related to these phantom stock units.
39
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. INCOME TAXES
Components of the provision (credit) for income taxes are as follows:
2005 2004 2003
---------- ----------- --------
Current:
Federal - US $ 494,000 $ 107,000 $ 72,000
Federal - Foreign 107,000 137,000 224,000
State and local 227,000 358,000 106,000
---------- ----------- --------
828,000 602,000 402,000
Deferred:
Federal 2,065,000 1,453,000 548,000
State and local 690,000 (59,000) 23,000
Decrease in valuation allowance
for net operating loss carryforward -- (1,425,000) --
---------- ----------- --------
2,755,000 (31,000) 571,000
---------- ----------- --------
Provision for income taxes $3,583,000 $ 571,000 $973,000
========== =========== ========
A reconciliation of the income tax provision based on the federal statutory
income tax rate of 34% to the Company's income tax provision for the year ended
December 31 is as follows:
2005 2004 2003
---------- ----------- --------
Provision at federal statutory rate - US $3,356,000 $ 1,940,000 $897,000
Effect of foreign taxes (71,000) (62,000) (14,000)
State and local tax expense, net of federal benefit 285,000 197,000 64,000
Reduction of state deferred tax asset due to
changes in state tax law 214,000 -- --
Reversal of prior year accrued taxes (227,000) -- --
Other 26,000 (79,000) 26,000
Decrease in valuation allowance for net operating
loss carryforward -- (1,425,000) --
---------- ----------- --------
Provision for income taxes $3,583,000 $ 571,000 $973,000
========== =========== ========
On June 30, 2005 the State of Ohio enacted corporate tax legislation 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 will not be able to realize previously recorded deferred state tax
assets amounting to $214,000. These state deferred tax assets were written off
to expense in 2005.
The American Jobs Creation Act provides a tax deduction calculated as a
percentage of qualified income from manufacturing in the United States. The
percentage increases from 3% to 9% over a six-year period beginning in 2005. The
amount of the deduction available to the Company in 2005 is not significant. In
December 2004, the FASB issued a new staff position providing for this deduction
to be treated as a special deduction, as opposed to a tax rate reduction in
accordance with SFAS No. 109.
Certain tax benefits related to incentive stock options recorded directly to
additional paid in capital totaled $514,000.
40
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Deferred tax assets (liabilities) consist of the following at December 31:
2005 2004
---------- -----------
Current Asset:
Accrued liabilities $1,747,000 $ 1,198,000
Other, net 462,000 694,000
---------- -----------
Total current asset 2,209,000 1,892,000
---------- -----------
Non-current asset(liability):
Property, plant and equipment 2,070,000 2,582,000
Net operating loss carryforwards -- 3,313,000
Postretirement benefits 3,700,000 3,360,000
Interest rate swap 34,000 160,000
Alternative minimum tax credit 500,000 161,000
Other, net (140,000) (214,000)
---------- -----------
Total non-current asset 6,164,000 9,362,000
---------- -----------
Total deferred tax asset - net $8,373,000 $11,254,000
========== ===========
At December 31, 2004, the Company had approximately $9.7 million of NOL
carryforwards available to offset future taxable income. A valuation allowance
was provided for approximately $4,200,000 of NOL carryforwards, which were
estimated to expire before they could be utilized. In the fourth quarter of
2004, the Company eliminated the valuation allowance because it is more likely
than not that the Company will realize these benefits. The Company anticipates
utilizing all of the NOL carryforwards on its 2005 income tax return.
At December 31, 2005, a provision has not been made for U.S. taxes on
accumulated undistributed earnings of approximately $1,596,000 of the Company's
Mexican subsidiary that would become payable upon repatriation to the United
States. It is the intention of the Company to reinvest all such earnings in
operations and facilities outside of the United States.
11. POSTRETIREMENT BENEFITS
The Company provides postretirement benefits to substantially all of its
United States employees. Costs associated with postretirement benefits include
pension expense, postretirement health care and life insurance expense and
expense related to contributions to two 401(k) defined contribution plans. In
addition, all of the Company's United States union employees are covered under a
multi-employer defined benefit pension plan administered under a collective
bargaining agreement. The Company does not administer this plan and
contributions are determined in accordance with provisions in the negotiated
labor contract.
Prior to the acquisition of Columbus Plastics from International, certain
of the Company's employees were participants in various International sponsored
pension and postretirement plans. The International pension plan for
non-represented employees was non-contributory and both benefits and years of
service were frozen as of the date of the acquisition of Columbus Plastics. In
connection with the acquisition, International retained responsibility for the
vested benefits as of December 31, 1996, and the Company agreed to reimburse
International for early retirement subsidies for certain employees. The
accumulated benefit obligation, which equals the projected benefit obligation
and net liability, is $244,000 at December 31, 2005 and 2004.
41
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The postretirement health and life insurance plan provides healthcare and
life insurance for certain employees upon their retirement, along with their
spouses and certain dependents and requires cost sharing between the Company,
International and the participants in the form of premiums, co-payments and
deductibles. The Company and International share the cost of benefits for
certain employees, using a formula that allocates the cost based upon the
respective portion of time that the employee was an active service participant
after the acquisition of Columbus Plastics to the period of active service prior
to the acquisition of Columbus Plastics.
The funded status of the Company's postretirement health and life insurance
benefits plan as of December 31, 2005 and 2004 and reconciliation with the
amounts recognized in the consolidated balance sheets are provided below:
POST RETIREMENT BENEFITS
---------------------------
2005 2004
------------ ------------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $ 11,252,000 $ 9,763,000
Service cost 901,000 642,000
Interest cost 737,000 602,000
Unrecognized loss 2,335,000 459,000
Benefits paid (144,000) (214,000)
------------ ------------
BENEFIT OBLIGATION AT END OF YEAR $ 15,081,000 $ 11,252,000
------------ ------------
Unfunded status $(15,081,000) $(11,252,000)
Unrecognized net loss 5,558,000 3,461,000
------------ ------------
Net liability $ (9,523,000) $ (7,791,000)
============ ============
PLAN ASSETS -- --
============ ============
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31:
Discount rate 5.75% 6.00%
The components of expense for all of the Company's postretirement benefits plans
are as follows:
2005 2004 2003
---------- ---------- ----------
Pension Expense:
Interest cost $ 15,000 $ 15,000 $ 15,000
Defined contribution plan
contributions 382,000 280,000 282,000
Multi-employer plan
contributions 468,000 381,000 324,000
---------- ---------- ----------
Total Pension Expense 865,000 676,000 621,000
---------- ---------- ----------
Health and Life Insurance:
Service cost 901,000 642,000 451,000
Interest cost 737,000 602,000 494,000
Amortization of net loss 238,000 163,000 75,000
---------- ---------- ----------
Net periodic benefit cost 1,876,000 1,407,000 1,020,000
---------- ---------- ----------
Total postretirement benefits
expense $2,741,000 $2,083,000 $1,641,000
========== ========== ==========
42
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The weighted average rate of increase in the per capita cost of covered
health care benefits is projected to be 8.00%. The rate is projected to decrease
gradually to 5% by the year 2009 and remain at that level thereafter. The
comparable assumptions for the prior year were 9.00% and 5%.
The effect of changing the health care cost trend rate by one-percentage point
for each future year is as follows:
1-PERCENTAGE 1-PERCENTAGE
POINT INCREASE POINT DECREASE
-------------- --------------
Effect on total of service and interest cost components $ 372,000 $ (289,000)
Effect on postretirement benefit obligation 3,154,000 (2,495,000)
The estimated future benefit payments of the health care plan are:
Fiscal 2006 $ 85,000
Fiscal 2007 124,000
Fiscal 2008 181,000
Fiscal 2009 255,000
Fiscal 2010 290,000
Fiscal 2011 - 2015 2,686,000
12. RELATED PARTY TRANSACTIONS
In connection with the acquisition of Columbus Plastics, the Company and
International entered into a Supply Agreement. Under the terms of the Supply
Agreement, International agreed to purchase from the Company, and the Company
agreed to sell to International all of International's original equipment and
service requirements for Fiberglass Reinforced Parts using the Sheet Molding
Compound process as they then existed or as they may be improved or modified. In
May 2003, the Company entered into a Comprehensive Supply Agreement, which was
effective as of November 1, 2002. Under this Comprehensive Supply Agreement, the
Company became the primary supplier of International's original equipment and
service requirements for fiberglass reinforced parts, as long as the Company
remains competitive in cost, quality and delivery, through October 31, 2006. The
Company is in the process of negotiating a new supply agreement to take effect
when the current agreement expires.
International owns 42.5% of the Company's outstanding common stock. Sales
to International were $66,382,000 in 2005, $60,167,000 in 2004 and $51,205,000
in 2003, of which $13,010,000 and $10,705,000 had not been received as of
December 31, 2005 and 2004 and were included in accounts receivable. Receivables
as of December 31, 2005 and 2004 also include $3,014,000 and $2,303,000
respectively, for tooling costs owed by International. The Company expensed $0
in 2005 and 2004 and $1,487,000 in 2003, for interest expense on its note
payable to International. During 2003, the Company repaid $19,720,150 of the
International note and the balance of $200,000 was replaced by a note due
December 31, 2004. At December 31, 2004 this note was recorded as being forgiven
by International due to the Company meeting certain earning thresholds. The
amount was recorded as Paid In Capital (see Note 7).
13. LABOR CONCENTRATION
As of December 31, 2005, the Company employed a total of 1,377 employees,
which consists of 793 employees in its United States operations and 584
employees in its Mexican operations. Of these 1,377 employees, 295 are covered
by a collective bargaining agreement with the International Association of
Machinists and Aerospace Workers ("IAM"), which extends to August 6, 2007, and
505 are covered by a collective bargaining agreement with Sindicato de
Jorneleros y Obreros, which extends to January 16, 2007.
43
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
14. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in litigation incidental to the
conduct of its business. However, the Company is presently not involved in any
legal proceedings which in the opinion of management are likely to have a
material adverse effect on the Company's consolidated financial position or
results of operations.
15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations
for the years ended December 31, 2005 and 2004.
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL YEAR
----------- ----------- ----------- ----------- ------------
2005:
Product sales $30,217,999 $31,998,569 31,045,446 31,647,471 124,909,485
Tooling sales 2,298,958 1,660,268 568,525 1,105,628 5,633,379
----------- ----------- ----------- ----------- ------------
Net sales 32,516,957 33,658,837 31,613,971 32,753,099 130,542,864
Gross margin 6,401,426 6,741,112 5,486,391 4,853,563 23,482,492
Income before interest and taxes 3,315,434 3,238,997 2,486,738 1,352,584 10,393,753
Net income 1,955,750 1,734,988 1,511,180 1,084,149 6,286,056
Net income per common share:
Basic (1) $ 0.20 $ 0.18 $ 0.15 $ 0.11 $ 0.63
Diluted (1) $ 0.20 $ 0.17 $ 0.14 $ 0.10 $ 0.60
2004:
Product sales $24,106,917 $26,288,365 $24,923,582 $28,414,660 $103,733,524
Tooling sales 134,200 318,599 1,004,072 6,654,881 8,111,752
----------- ----------- ----------- ----------- ------------
Net sales 24,241,117 26,606,964 25,927,654 35,069,541 111,845,276
Gross margin 3,980,836 5,075,555 3,365,634 4,887,114 17,309,139
Income before interest and taxes 1,128,031 2,327,800 935,924 2,179,894 6,571,649
Net income (2) 544,633 1,309,969 477,699 2,802,349 5,134,650
Net income per common share:
Basic $ 0.06 $ 0.13 $ 0.05 $ 0.29 $ 0.53
Diluted $ 0.05 $ 0.13 $ 0.05 $ 0.29 $ 0.52
(1) Sum of the quarters do not sum to total year due to rounding.
(2) During the fourth quarter of 2004, the Company reversed a deferred income
tax valuation allowance of $1,425,000 or $0.15 per basic and diluted share.
44
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE 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.
CHANGES IN INTERNAL CONTROLS
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 reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
45
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Part III, Item 10 is incorporated by
reference from The Company's definitive proxy statement for its annual meeting
of stockholders to be held on or about May 17, 2006, which is expected to be
filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of
1934 within 120 days after the end of the fiscal year covered by this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Part III, Item 11 is incorporated by
reference from The Company's definitive proxy statement for its annual meeting
of stockholders to be held on or about May 17, 2006, which is expected to be
filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of
1934 within 120 days after the end of the fiscal year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Part III, Item 12 is incorporated by
reference from The Company's definitive proxy statement for its annual meeting
of stockholders to be held on or about May 17, 2006, which is expected to be
filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of
1934 within 120 days after the end of the fiscal year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Part III, Item 13 is incorporated by
reference from The Company's definitive proxy statement for its annual meeting
of stockholders to be held on or about May 17, 2006, which is expected to be
filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of
1934 within 120 days after the end of the fiscal year covered by this report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Part III, Item 14 is incorporated by
reference from The Company's definitive proxy statement for its annual meeting
of stockholders to be held on or about May 17, 2006, which is expected to be
filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of
1934 within 120 days after the end of the fiscal year covered by this report.
46
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) FINANCIAL STATEMENTS
The following consolidated financial statements are included in Part
II, Item 8 of this Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the Years Ended December
31, 2005, 2004 and 2003
Consolidated Balance Sheets as of December 31, 2005 and 2004
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 2005, 2004 and 2003
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2005, 2004 and 2003
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedules are filed
with this Annual Report on Form10-K:
Schedule II - Valuation and Qualifying Accounts and Reserves for
the years ended December 31, 2005, 2004 and 2003
All other schedules are omitted because of the absence of the
conditions under which they are required.
(3) EXHIBITS
See Index to Exhibits filed with this Annual Report on Form 10-K.
47
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
By /s/ James L. Simonton
-------------------------------------
James L. Simonton
President and Chief Executive Officer
Date: March 30, 2006
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED:
/s/ James L. Simonton President, Chief Executive Officer March 30, 2006
- ------------------------- and Director
James L. Simonton
/s/ Herman F. Dick, Jr. Treasurer, Chief Financial Officer March 30, 2006
- ------------------------- and Secretary
Herman F. Dick, Jr.
* Director March 30, 2006
- -------------------------
Thomas R. Cellitti
* Director March 30, 2006
- -------------------------
James F. Crowley
* Director March 30, 2006
- -------------------------
Ralph O. Hellmold
* Director March 30, 2006
- -------------------------
Thomas M. Hough
* Director March 30, 2006
- -------------------------
Malcolm M. Prine
* Director March 30, 2006
- -------------------------
John P. Wright
*By Herman F. Dick, Jr. Attorney-In-Fact March 30, 2006
---------------------
Herman F. Dick, Jr.
48
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
SCHEDULE II
Consolidated valuation and qualifying accounts and reserves for the years ended
December 31, 2005, 2004 and 2003.
Reserves deducted from asset to which it applies - allowance for doubtful
accounts.
Additions
-----------------------
Balance at Charged to Charged to
Beginning Costs & Other Deductions Balance At
of Year Expenses Accounts (A) End of Year
---------- ---------- ---------- ---------- -----------
Year Ended December 31, 2005 $235,000 $ 93,000 $114,000 $214,000
Year Ended December 31, 2004 $379,000 $ 83,000 $227,000 $235,000
Year Ended December 31, 2003 $543,000 $ 85,000 $249,000 $379,000
(A) Amount represents uncollectible accounts written off.
Reserves deducted from asset to which it applies - deferred income tax valuation
allowance.
Additions
-----------------------
Balance at Charged to Charged to
Beginning Costs & Other Balance At
of Year Expenses Accounts Deductions End of Year
---------- ---------- ---------- ----------- -----------
Year Ended December 31,2005 -- --
Year Ended December 31, 2004 $1,425,000 ($1,425,000) --
Year Ended December 31, 2003 $1,425,000 $1,425,000
49
INDEX TO EXHIBITS
Exhibit No. Description Location
- ----------- ----------- ---------
2(a)(1) Asset Purchase Agreement dated as of Incorporated by reference
September 12, 1996, as amended to Exhibit 2-A to
October 31, 1996, between Navistar Registration Statement on
and RYMAC(1) Form S-4 (Registration No.
333-15809)
2(a)(2) Second Amendment to Asset Purchase Incorporated by reference
Agreement dated December 16, 1996(1) to 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 Incorporated by reference
as of November 1, 1996, between Core to Exhibit 2-B to
Molding and RYMAC Registration Statement on
Form S-4 (Registration No.
333-15809)
2(b)(2) First Amendment to Agreement and Incorporated by reference
Plan of Merger dated as of December to Exhibit 2(b)(2) to
27, 1996 between Core Molding and Annual Report on Form 10-K
RYMAC for the year Ended December
31, 2002
2(c)(1) Asset Purchase Agreement dated as of Incorporated by reference
October 10, 2001, between Core to Exhibit 1 to Form 8-K
Molding Technologies, Inc. and filed October 31, 2001
Airshield Corporation
3(a)(1) Certificate of Incorporation of Core Incorporated by reference
Molding Technologies, Inc. as filed to Exhibit 4(a) to
with the Secretary of State of Registration Statement on
Delaware on October 8, 1996 Form S-8, (Registration No.
333-29203)
3(a)(2) Certificate of Amendment of Incorporated by reference
Certificate of Incorporation of to Exhibit 4(b) to
Core Molding Technologies, Inc. Registration Statement on
as filed with the Secretary of State Form S-8 (Registration No.
of Delaware on November 6, 1996 333-29203)
50
Exhibit No. Description Location
- ----------- ----------- ---------
3(a)(3) Certificate of Incorporation of Core Incorporated by reference
Molding Technologies Inc., to Exhibit 4(c) to
reflecting amendments through Registration Statement on
November 6, 1996 [for purposes of Form S-8 (Registration No.
compliance with Securities and 333-29203)
Exchange Commission filing
requirements only]
3(a)(4) Certificate of Amendment of Incorporated by reference
Certificate of Incorporation as to Exhibit 3(a)(4) to
filed with the Secretary of State of Quarterly Report on Form
Delaware on August 28, 2002 10-Q for the quarter ended
September 30, 2002
3(b) By-Laws of Core Molding Incorporated by reference
Technologies, Inc. to Exhibit 3-C to
Registration Statement on
Form S-4 (Registration No.
333-15809)
4(a)(1) Certificate of Incorporation of Core Incorporated by reference
Molding Technologies, Inc. as filed to Exhibit 4(a) to
with the Secretary of State of Registration Statement on
Delaware on October 8, 1996 Form S-8 (Registration No.
333-29203)
4(a)(2) Certificate of Amendment of Incorporated by reference
Certificate of Incorporation of Core to Exhibit 4(b) to
Molding Technologies, Inc. as filed Registration Statement on
with the Secretary of State of Form S-8 (Registration No.
Delaware on November 6, 1996 333-29203)
4(a)(3) Certificate of Incorporation of Core Incorporated by reference
Molding Technologies, Inc., to Exhibit 4(c) to
reflecting amendments through Registration Statement on
November 6, 1996 [for purposes of Form S-8 (Registration No.
compliance with Securities and 333-29203)
Exchange Commission filing
requirements only]
4(a)(4) Certificate of Amendment of Incorporated by reference
Certificate of Incorporation as to Exhibit of 3(a)(4) to
filed with the Secretary State of Quarterly Report on Form
Delaware on August 28, 2002 10-Q for the quarter ended
September 30, 2002
51
Exhibit No. Description Location
- ----------- ----------- ---------
4(b) By-Laws of Core Molding Incorporated by reference
Technologies, Inc. to Exhibit 3-C to
Registration Statement on
Form S-4 (Registration No.
333-15809)
10(a)(2) Amendment No. 1 to Unsecured Incorporated by referebce
Promissory Note, dated January 30, to Exhibit 10(p) to
2004 to International Truck and Quarterly Report on Form
Engine Corp. 10-Q for the quarter ended
March 31, 2005
10(b) Comprehensive Supply Agreement, Incorporated by reference
dated November 1, 2002, by and to Exhibit 10(a)(7) to
between Core Molding Technologies, Annual Report on Form 10-K
Inc. and International Truck and for the year ended December
Engine Corp. 31, 2003
10(d) Registration Rights Agreement, dated Incorporated by reference
December 31, 1996, by and between to Exhibit 10(d) to Annual
Navistar International Report on Form 10-K for the
Transportation Corp. and various year ended December 31,
other persons who become parties 2001
pursuant to the agreement
10(e) Loan Agreement, dated December 3, Incorporated by reference
1997, by and between Core Molding to Exhibit 10(e) to Annual
Technologies, Inc. and Key Bank Report on Form 10-K for the
National Association year ended December 31,
2002
10(e)(1) Amendment, dated March 29, 2001, to Incorporated by reference
the Loan Agreement dated December 3, to Exhibit 10(e)(1) to
1997 By and between Core Molding Annual Report on Form 10-K
Technologies, Inc. and Key Bank for the year ended December
National Association 31, 2002
10(e)(2) Amendment, dated December 12, 2002, Incorporated by reference
to the Loan Agreement dated December to Exhibit 10(e)(2) to
3, 1997 by and between Core Molding Annual Report on Form 10-K
Technologies, Inc. and Key Bank for the year ended December
National Association 31, 2002
10(e)(3) Loan Agreement, date December 30, Incorporated by reference
2003, by and between Core Molding to Exhibit 10(e)(3) to
Technologies, Inc. and Key Bank Annual Report on Form 10-K
National Association(2) for the year ended December
31, 2003
52
Exhibit No. Description Location
- ----------- ----------- ---------
10(f) Master Equipment Lease Agreement(3) Incorporated by reference
by and between KeyCorp Leasing, a to Exhibit 10(f) to Annual
division of Key Corporate Capital, Report on Form 10-K for the
Inc. and Core Molding Technologies, year ended December 31,
Inc. 2002
10(f)(1) Amendment, dated March 26, 2001, to Incorporated by reference
Master Equipment Lease Agreement(3) to Exhibit 10(f)(1) to
by and between KeyCorp Leasing, a Annual Report on Form 10-K
division of Key Corporate Capital, for the year ended December
Inc. and Core Molding Technologies, 31, 2000
Inc.
10(g) Loan Agreement, dated April 1, 1998, Incorporated by reference
by and between South Carolina Jobs - to Exhibit 10(g) to Annual
Economic Development Authority and Report on Form 10-K for the
Core Molding Technologies, Inc. year ended December 31,
2003
10(h) Reimbursement Agreement, dated April Incorporated by reference
1, 1998, by and between Core Molding to Exhibit 10(h) to Annual
Technologies, Inc. and Key Bank Report on Form 10-K for the
National Association year ended December 31,
2003
10(h)(1) Amendment, dated March 29, 2001, to Incorporated by reference
Reimbursement Agreement, dated April to Exhibit 10(h)(1) to
1, 1998, by and between Core Molding Annual Report on Form 10-K
Technologies, Inc. and Key Bank for the year ended December
National Association 31, 2000
10(i) Core Molding Technologies, Inc. Incorporated by reference
Employee Stock Purchase Plan(4) to Exhibit 4(e) to
Registration Statement on
Form S-8 (Registration No.
333-60909)
10(i)(1) 2002 Core Molding Technologies, Inc. Incorporated by reference
Employee Stock Purchase Plan(4) to Exhibit B to Definitive
Proxy Statement dated April
15, 2002
10(j) Letter Agreement Regarding Terms and Incorporated by reference
Conditions of Interest Rate Swap to Exhibit 10(j) to Annual
Agreement between KeyBank National Report on Form 10-K for the
Association and Core Molding year ended December 31,
Technologies, Inc. 2003
10(k) Long Term Equity Incentive Plan(4) Incorporated by reference
to Exhibit 4(e) to
Registration Statement on
Form S-8 (Registration No.
333-29203)
53
Exhibit No. Description Location
- ----------- ----------- ---------
10(l) 1995 Stock Option Plan(4) Incorporated by reference
to Exhibit 10(l) to Annual
Report on Form 10-K for the
year ended December 31,
2001
10(m) Informal Cash Profit Sharing Plan(4) Incorporated by reference
to Exhibit 10(m) to Annual
Report On Form 10-K for the
year ended December 31,
2002
10(m)(1) Core Molding Technologies, Inc. Cash Incorporated by reference
Profit Sharing Plan, as amended to Exhibit 10.1 to Form 8-K
December 16, 2004(4) filed December 22, 2004
10(o) Compensation Agreement with Malcolm Incorporated by reference
M. Prine(4) to Exhibit 10(o) to Annual
Report on Form 10-K for the
year ended December 31,
2000
10(p) Phantom stock agreement with James Incorporated by reference
L. Simonton, President and Chief Exhibit 10(p) to Quarterly
Executive Officer Report on Form 10-Q for the
quarter ended March 31,
2005
11 Computation of Net Income per Share Exhibit 11 is omitted
because the required
information is included in
the Notes to Financial
Statements in Part II, Item
8 of this Annual Report on
Form 10-K
14 Code of Conduct and Business Ethics Incorporated by reference
to Exhibit 14 to Annual
Report on Form 10-K for the
year ended December 31,
2003
23 Consent of Deloitte & Touche LLP Filed Herein
24 Powers of Attorney Filed Herein
31(a) Section 302 Certification by James Filed Herein
L. Simonton, President and Chief
Executive Officer
31(b) Section 302 Certification by Herman Filed Herein
F. Dick, Jr., Treasurer, Chief
Financial Officer, and Secretary
32(a) Certification of James L. Simonton, Filed Herein
Chief Executive Officer of Core
Molding Technologies, Inc., dated
March 30, 2006, pursuant to 18
U.S.C. Section 1350
54
Exhibit No. Description Location
- ----------- ----------- ---------
32(b) Certification of Herman F. Dick, Filed Herein
Jr., Treasurer, Chief Financial
Officer and Secretary of Core
Molding Technologies, Inc., dated
March 30, 2006, pursuant to 18
U.S.C. Section 1350
(1) The Asset Purchase Agreement, as filed with the SEC 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 SEC upon request.
(2) The Loan Agreement filed with this Annual Report on Form 10-K, omits the
exhibits (including Revolving Credit Note, Term Note, Security Agreement,
Ohio Mortgage, South Carolina Mortgage, and Guaranty) and schedules. Core
Molding Technologies, Inc. will provide any omitted exhibit to the SEC upon
request.
(3) The Master Equipment Lease, incorporated by reference in the Exhibits to
this Annual Report on Form 10-K, omits certain schedules (including
addendum to the schedules) which separately identify equipment subject to
the Master Equipment Lease and certain additional terms applicable to the
lease of such equipment. New schedules may be added under the terms of the
Master Equipment Lease from time to time and existing schedules may change.
Core Molding Technologies, Inc. will provide any omitted schedule to the
SEC upon request.
(4) Indicates management contracts or compensatory plans that are required to
be filed as an exhibit to this Annual Report on Form 10-K.
55