SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from _____________ To _____________
Commission File Number 001-12505
CORE MOLDING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1481870
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
800 Manor Park Drive, P.O. Box 28183
Columbus, Ohio 43228-0183
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (614) 870-5000
N/A
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] NO [ ]
Indicate by check mark whether the registrant is 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]
As of May 12, 2006, the latest practicable date, 10,071,217 shares of the
registrant's common shares were issued and outstanding.
PART 1 - FINANCIAL INFORMATION
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2006 2005
------------ ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash $ 15,053,391 $ 9,413,994
Accounts receivable (less allowance for doubtful accounts:
March 31, 2006 - $232,000; December 31, 2005 - $214,000) 23,684,553 22,279,588
Inventories:
Finished and work in process goods 2,416,223 2,075,094
Stores 4,864,835 5,219,927
------------ ------------
Total inventories 7,281,058 7,295,021
Deferred tax asset 2,208,567 2,208,567
Foreign sales tax receivable 837,967 756,723
Tooling in progress 314,902 --
Prepaid expenses and other current assets 1,517,808 947,937
------------ ------------
Total current assets 50,898,246 42,901,830
Property, plant and equipment 49,278,982 47,939,881
Accumulated depreciation (24,780,385) (24,269,524)
------------ ------------
Property, plant and equipment - net 24,498,597 23,670,357
Deferred tax asset 6,126,608 6,164,317
Interest Rate Swap 9,943 --
Goodwill 1,097,433 1,097,433
Customer List / Non-compete 177,063 189,860
Other assets 184,621 197,605
------------ ------------
TOTAL $ 82,992,511 $ 74,221,402
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities
Current portion of long-term debt $ 1,785,716 $ 1,775,716
Current portion graduated lease payments and deferred gain 567,369 567,369
Accounts payable 14,513,137 10,224,296
Tooling in progress 137,127 1,148,104
Accrued liabilities:
Compensation and related benefits 6,778,385 5,264,515
Interest 85,566 103,701
Taxes 1,440,395 130,820
Other 1,235,793 836,580
------------ ------------
Total current liabilities 26,543,488 20,051,101
Long-term debt 9,143,566 9,594,995
Interest rate swap -- 100,965
Graduated lease payments and deferred gain 425,186 567,030
Postretirement benefits liability 10,237,848 9,766,544
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value, authorized shares - 10,000,000;
Outstanding shares: March 31, 2006 and March 31, 2005 - 0 -- --
Common stock - $0.01 par value, authorized shares - 20,000,000;
Outstanding shares: 10,071,217 at March 31, 2006 and
10,041,467 at December 31, 2005 100,712 100,415
Paid-in capital 20,917,197 20,770,944
Accumulated other comprehensive income (loss), net of income tax 14,309 (58,891)
Retained earnings 15,610,205 13,328,299
------------ ------------
Total stockholders' equity 36,642,423 34,140,767
------------ ------------
TOTAL $ 82,992,511 $ 74,221,402
============ ============
See notes to condensed consolidated financial statements.
2
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2006 2005
----------- -----------
NET SALES:
Products $35,354,658 $30,217,999
Tooling 1,147,656 2,298,958
----------- -----------
Total sales 36,502,314 32,516,957
----------- -----------
Cost of sales 29,027,369 25,602,707
Postretirement benefits expense 646,374 512,824
----------- -----------
Total cost of sales 29,673,743 26,115,531
----------- -----------
GROSS MARGIN 6,828,571 6,401,426
----------- -----------
Selling, general and administrative expense 3,034,590 2,973,421
Postretirement benefits expense 141,881 112,571
----------- -----------
Total selling, general and administrative
expense 3,176,471 3,085,992
INCOME BEFORE INTEREST AND INCOME TAXES 3,652,100 3,315,434
Interest income 123,323 17,169
Interest expense (162,301) (190,980)
----------- -----------
INCOME BEFORE INCOME TAXES 3,613,122 3,141,623
Income tax expense 1,331,216 1,185,873
----------- -----------
NET INCOME $ 2,281,906 $ 1,955,750
=========== ===========
NET INCOME PER COMMON SHARE:
Basic $ 0.23 $ 0.20
Diluted $ 0.22 $ 0.20
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 10,046,845 9,780,680
Diluted 10,448,427 9,853,066
=========== ===========
See notes to condensed consolidated financial statements.
3
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
COMMON STOCK ACCUMULATED
OUTSTANDING OTHER TOTAL
-------------------- PAID-IN COMPREHENSIVE RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL INCOME (LOSS) EARNINGS EQUITY
---------- -------- ----------- ------------- ----------- -------------
BALANCE AT JANUARY 1, 2006 10,041,467 $100,415 $20,770,944 $ (58,891) $13,328,299 $34,140,767
Net Income 2,281,906 2,281,906
Common shares issued from
exercise of stock options 29,750 297 92,900 93,197
Hedge accounting effect of the interest rate swaps
at March 31, 2006, net of tax effect of $37,709 73,200 73,200
Share based compensation 53,353 53,353
---------- -------- ----------- ---------- ----------- -----------
BALANCE AT MARCH 31, 2006 10,071,217 $100,712 $20,917,197 $ 14,309 $15,610,205 $36,642,423
========== ======== =========== ========== =========== ===========
See notes to condensed consolidated financial statements.
4
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2006 2005
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,281,906 $ 1,955,750
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 659,732 579,627
Deferred income taxes -- 965,737
Share based compensation 53,353 --
Loss on disposal of assets 6,159 --
Amortization of gain on sale/leaseback transaction (84,528) (113,389)
Loss on translation of foreign currency
financial statements 34,489 1,697
Change in operating assets and liabilities (net of effects
from acquisitions):
Accounts receivable (1,719,867) (2,256,010)
Inventories 13,963 272,029
Prepaid and other assets (651,115) 628,911
Accounts payable 3,185,631 (3,871,965)
Accrued and other liabilities 3,062,205 1,534,379
Postretirement benefits liability 556,304 424,243
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 7,398,232 121,009
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,415,804) (228,323)
Proceeds from sale of property and equipment 5,200 --
Proceeds from maturities on mortgage-backed security
investment -- 88,239
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,410,604) (140,084)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 93,197 5,500
Payments of principal on secured note payable (321,428) (321,427)
Payment of principal on industrial revenue bond (120,000) (110,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (348,231) (425,927)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,639,397 (445,002)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,413,994 5,358,246
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $15,053,391 $ 4,913,244
=========== ===========
Cash paid for:
Interest $ 39,569 $ 179,058
=========== ===========
Income taxes $ 168,133 $ 79,827
=========== ===========
See notes to condensed consolidated financial statements.
5
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and include all
of the information and disclosures required by accounting principles generally
accepted in the United States of America for interim reporting, which are less
than those required for annual reporting. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments (all of which are normal and recurring in nature) necessary to
present fairly the financial position of Core Molding Technologies, Inc. and its
subsidiaries ("Core Molding Technologies") at March 31, 2006, and the results of
their operations and cash flows for the three months ended March 31, 2006. The
"Consolidated Notes to Financial Statements," which are contained in the 2005
Annual Report to Shareholders, should be read in conjunction with these
condensed consolidated financial statements.
Core Molding Technologies and its subsidiaries operate in the plastics
market in a family of products known as "reinforced plastics". Reinforced
plastics are combinations of resins and reinforcing fibers (typically glass or
carbon) that are molded to shape. Core Molding Technologies operates four
production facilities in Columbus, Ohio; Batavia, Ohio; Gaffney, South Carolina;
and Matamoros, Mexico. The Columbus and Gaffney facilities produce reinforced
plastics by compression molding sheet molding compound ("SMC") in a closed mold
process. The Batavia facility, which was acquired in August 2005 (see Note 6),
produces reinforced plastic products by a robotic spray-up open mold process and
multiple insert tooling ("MIT") closed mold process. The Matamoros facility
utilizes spray-up and hand lay-up open mold processes and resin transfer ("RTM")
closed mold process to produce reinforced plastic products. Core Molding
Technologies also sells reinforced plastic products in the
automotive-aftermarket industry as a result of its September 2004 acquisition of
certain assets of Keystone Restyling Products, Inc. (see Note 6).
2. EARNINGS PER COMMON SHARE
Basic earnings per common share is computed based on the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share is computed similarly but include the effect of the assumed
exercise of dilutive stock options under the treasury stock method.
The computation of basic and diluted earnings per common share is as
follows:
THREE MONTHS ENDED
MARCH 31,
-------------------------
2006 2005
----------- -----------
Net income $ 2,281,906 $ 1,955,750
Weighted average common shares outstanding 10,046,845 9,780,680
Plus: dilutive options assumed exercised 928,450 1,153,011
Less: shares assumed repurchased with proceeds from
exercise (526,868) (1,080,625)
----------- -----------
Weighted average common and potentially issuable
common shares outstanding 10,448,427 9,853,066
=========== ===========
Basic earnings per common share $ 0.23 $ 0.20
Diluted earnings per common share $ 0.22 $ 0.20
For the three months ended March 31, 2006 and 2005 there were 55,500 and
187,490 antidilutive options, respectively.
6
3. SALES REVENUE
Core Molding Technologies currently has four major customers, International
Truck & Engine Corporation ("International"), Freightliner, LLC
("Freightliner"), PACCAR, Inc. ("PACCAR"), and Yamaha Motor Manufacturing
Corporation ("Yamaha"). Major customers are defined as customers whose sales
individually consist of more than ten percent of total sales. The following
table presents sales revenue for the above-mentioned customers for the three
months ended March 31, 2006 and 2005:
THREE MONTHS ENDED
MARCH 31,
-------------------------
2006 2005
----------- -----------
International $18,310,825 $17,370,912
Freightliner 3,915,014 4,518,942
PACCAR 7,828,737 1,320,261
Yamaha 2,022,799 4,051,463
----------- -----------
Subtotal 32,077,375 27,261,578
Other 4,424,939 5,255,379
----------- -----------
Total $36,502,314 $32,516,957
=========== ===========
In the third quarter of 2005, Core Molding Technologies 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.
4. COMPREHENSIVE INCOME
Comprehensive income represents net income plus the results of certain
equity changes not reflected in the Statements of Income. The components of
comprehensive income, net of tax, are as follows:
THREE MONTHS ENDED
MARCH 31,
-----------------------
2006 2005
---------- ----------
Net income $2,281,906 $1,955,750
Hedge accounting effect of interest rate swaps,
net of tax effect of $37,709 and $81,185 for
the three months ended March 31, 2006 and
2005 respectively. 73,200 157,593
---------- ----------
Comprehensive income $2,355,106 $2,113,343
========== ==========
7
5. POSTRETIREMENT BENEFITS
The components of expense for all of Core Molding Technologies'
postretirement benefits plans for the three months ended March 31, 2006 and 2005
are as follows:
MARCH 31, MARCH 31,
2006 2005
--------- ---------
Pension Expense:
Interest cost $ 4,000 $ 4,000
Defined contribution plan contributions 101,000 84,000
Multi-employer plan contributions 127,000 115,000
-------- --------
Total Pension Expense 232,000 203,000
Health and Life Insurance:
Service cost 267,000 192,000
Interest cost 218,000 180,000
Amortization of net loss 71,000 50,000
-------- --------
Net periodic benefit cost 556,000 422,000
-------- --------
Total postretirement benefits expense $788,000 $625,000
======== ========
Core Molding Technologies has made contributions of approximately $105,000
to pension plans through March 31, 2006 and expects to make approximately
$834,000 of postretirement benefit payments through the remainder of 2006 of
which $465,000 was accrued at December 31, 2005.
6. ACQUISITIONS
On August 3, 2005 Core Molding Technologies, Inc. acquired certain assets
of the Cincinnati Fiberglass Division of Diversified Glass, Inc., a Batavia,
Ohio-based, privately held manufacturer and distributor of fiberglass reinforced
plastic components supplied primarily to the heavy-duty truck market, for
$688,077. Core Molding Technologies has continued operation of the Batavia
facility. As part of the acquisition, Core Molding Technologies agreed to lease
the manufacturing facility from the previous owner of Cincinnati Fiberglass
Division 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:
Inventory $ 668,862
Property and Equipment 100,000
Tooling accounts receivable 36,265
---------
Total assets purchased 805,127
Accrued vacation assumed $(117,050)
---------
Net purchase price $ 688,077
=========
8
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, 2005.
There are no material non-recurring items in the pro forma results of
operations.
THREE MONTHS ENDED
March 31, 2005
------------------
Net sales (pro forma) $37,536,065
===========
Net income (pro forma) $ 2,041,229
===========
Net income per share (pro forma)-
Basic $ 0.21
Diluted $ 0.21
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 condensed consolidated statement of income since the
acquisition date.
7. INTEREST RATE SWAPS
Core Molding Technologies has entered into interest rate swap agreements,
which are designated as cash flow hedging instruments on both the Industrial
Revenue Bond ("IRB") and the bank note payable. In all periods presented Core
Molding Technologies cash flow hedges were highly effective; ineffectiveness was
not material. None of the changes in the fair value of our interest rate swaps
have been excluded from our assessment of hedge effectiveness.
8. STOCK BASED COMPENSATION
Core Molding Technologies 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
Core Molding Technologies 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. Core Molding Technologies
will solicit stockholders approval for the adoption of a new long-term equity
compensation plan at the 2006 annual stockholders meeting on May 17, 2006.
The options that may be granted under the plan 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 Core Molding Technologies common stock at
the date of grant.
Effective January 1, 2006, Core Molding Technologies adopted the provisions
of Statement of Financial Accounting Standards No. 123 (revised 2004),
"Share-Based Payment" ("SFAS No.123R") requiring that compensation cost relating
to share-based payment transactions be recognized in the financial statements.
The cost is measured at the grant date, based on the calculated fair value of
the award, and is recognized as an expense over the employee's requisite service
period (generally the vesting period of the equity award). Prior to January 1,
2006, Core Molding Technologies accounted for share-based compensation to
employees in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25"), and related
interpretations. Core Molding Technologies also followed the disclosure
requirements of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation", as amended by Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure". Core Molding Technologies adopted SFAS No. 123R using the modified
prospective method and, accordingly, financial statement amounts for prior
periods presented in this Form 10-Q have not been restated to reflect the fair
value method of recognizing compensation cost relating to non-qualified stock
options.
9
Under APB No. 25 there was no compensation cost recognized for our
non-qualified stock options awarded in the three months ended March 31, 2005 as
these non-qualified stock options had an exercise price equal to the market
value of the underlying stock at the grant date. The following table sets forth
pro forma information as if compensation cost had been determined consistent
with the requirements of SFAS No. 123.
THREE MONTHS ENDED
MARCH 31, 2005
------------------
Net income, as reported $1,955,750
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects 121,369
----------
Pro forma net income $1,834,381
==========
Earnings per share:
Basic - as reported $ 0.20
Basic - pro forma $ 0.19
Diluted - as reported $ 0.20
Diluted - pro forma $ 0.19
There were no grants of options in the three months ending March 31, 2006.
The fair value of each option award is estimated on the date of grant using the
Black-Scholes option-pricing model. Assumptions used in the model for the
prior-year grants are described in our Annual Report on Form 10-K for the year
ended December 31, 2005. Total compensation cost related to incentive stock
options for the three months ended March 31, 2006 included in selling, general
and administrative expenses amounted to $53,353. There was no tax benefit
recorded for this compensation cost because the expense primarily relates to
incentive stock options that do not qualify for a tax deduction until, and only
if, a disqualifying disposition occurs.
During the quarter ended March 31, 2006, Core Molding Technologies received
approximately $93,000 in cash from the exercise of stock options. The aggregate
intrinsic value of these options was approximately $73,000.
The following summarizes the activity relating to stock options under the
Plan mentioned above for the three months ended March 31, 2006:
Weighted
Average
Number Remaining Aggregate
of Weighted Average Contractual Intrinsic
Shares Exercise Price Life Value
--------- ---------------- ----------- ----------
Outstanding at December 31, 2005 1,032,700 $3.33
Exercised (29,750) 3.13
Granted -- --
Forfeited (19,000) 4.24
--------- -----
Outstanding at March 31, 2006 983,950 $3.32 7.95 $2,243,000
========= ===== ==== ==========
Exercisable at March 31, 2006 510,054 $3.18 7.62 $1,234,000
========= ===== ==== ==========
The following summarizes the status of, and changes to, unvested options during
the three months ended March 31, 2006:
Weighted
Number Average
of Grant Date
Shares Fair Value
------- ----------
Unvested at December 31, 2005 518,072 $3.49
Granted -- --
Vested (25,176) 2.12
Forfeited (19,000) 4.24
------- -----
Unvested at March 31, 2006 473,896 $3.47
======= =====
10
At March 31, 2006, there was $876,000 of total unrecognized compensation cost
related to unvested share-based compensation arrangements granted under the
Plan.
9. RECENT ACCOUNTING PRONOUNCEMENTS
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154"). SFAS 154 changes the requirements for the accounting
and reporting of a change in accounting principle. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005.
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 reasonable 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.
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. The Company has adopted
SFAS No. 123R on January 1, 2006 using the modified prospective method. The
impact of adopting this Standard is discussed in Note 8.
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. There is no material effect to the consolidated financial statements
from adoption of SFAS 151.
11
PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements within the meaning of
the federal securities laws. As a general matter, forward-looking statements are
those focused upon future plans, objectives or performance as opposed to
historical items and include statements of anticipated events or trends and
expectations and beliefs relating to matters not historical in nature. Such
forward-looking statements involve known and unknown risks and are subject to
uncertainties and factors relating to Core Molding Technologies' operations and
business environment, all of which are difficult to predict and many of which
are beyond Core Molding Technologies' control. These uncertainties and factors
could cause Core Molding Technologies' actual results to differ materially from
those matters expressed in or implied by such forward-looking statements.
Core Molding Technologies believes that the following factors, among
others, could affect its future performance and cause actual results to differ
materially from those expressed or implied by forward-looking statements made in
this quarterly report: business conditions in the plastics, transportation,
watercraft and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon four major
customers as the primary source of Core Molding Technologies' sales revenues;
recent efforts of Core Molding Technologies to expand its customer base; failure
of Core Molding Technologies' suppliers to perform their contractual
obligations; the availability of raw materials; inflationary pressures; new
technologies; competitive and regulatory matters; labor relations; the loss or
inability of Core Molding Technologies to attract key personnel; the
availability of capital; the ability of Core Molding Technologies to provide
on-time delivery to customers, which may require additional shipping expenses to
ensure on-time delivery or otherwise result in late fees; risk of cancellation
or rescheduling of orders; 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 the 2005 Annual Report to Shareholders 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.
12
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2006, AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2005
Net sales for the three months ended March 31, 2006, totaled $36,502,000,
representing an approximate 12% increase from the $32,517,000 reported for the
three months ended March 31, 2005. Included in total sales are tooling project
revenues of $1,148,000 and $2,299,000 for the three months ended March 31, 2006
and March 31, 2005, respectively. Tooling project revenues are sporadic in
nature and do not represent a recurring trend. Total product sales, excluding
tooling project revenue, were higher by approximately 17% for the three months
ended March 31, 2006, as compared to the same period a year ago. The primary
reason for this increase in product sales was due to the addition of the
Batavia, Ohio operation, which was acquired in August 2005, as well as the
positive impact general economic conditions have had on the demand for medium
and heavy-duty trucks. Sales to International totaled $18,311,000 for the three
months ended March 31, 2006, an approximate 5% increase from the three months
ended March 31, 2005 amount of $17,371,000. The primary reason for the increase
is due to the positive impact general economic conditions have had on the demand
for medium and heavy-duty trucks. Sales to Freightliner totaled $3,915,000 for
the three months ended March 31, 2006, which was a decrease of approximately 13%
from the $4,519,000 for the three months ended at March 31, 2005. The primary
reason for this decrease was due to reduced order volumes and tooling sales
recorded for the three months ended March 31, 2006. Sales to PACCAR totaled
$7,829,000 for the three months ended March 31, 2006, representing a significant
increase from the $1,320,000 reported for the three months ended March 31, 2005.
The primary reason for the increase in sales to PACCAR is due to the addition of
the recently acquired Batavia, Ohio operations, as well as the positive impact
general economic conditions have had, as referenced above. Sales to Yamaha
totaled $2,023,000 for the three months ended March 31, 2006, an approximate 50%
decrease from the three months ended March 31, 2005 amount of $4,051,000. The
primary reason for this decrease was due to the decision of Yamaha to diversify
its supplier base as previously disclosed.
Sales to other customers for the three months ended March 31, 2006,
decreased approximately 16% to $4,425,000 from $5,255,379 for the three months
ended March 31, 2005. The decrease in sales to other customers was primarily due
to a reduction in sales to an automotive tier I supplier due to lower order
volumes.
Gross margin was approximately 18.7% of sales for the three months ended
March 31, 2006, compared with 19.7% for the three months ended March 31, 2005.
The decrease in gross margin, as a percentage of sales from the prior year, was
due to a combination of many factors. The primary factors contributing to the
decrease in gross margin are operating inefficiencies incurred at the Batavia,
Ohio facility that was acquired in August 2005, as well as, the dilutive effect
of tooling margins recorded for the three months ended March 31, 2006 as
compared to the three months ended March 31, 2005.
Selling, general and administrative expenses ("SG&A") totaled $3,176,000
for the three months ended March 31, 2006, increasing from $3,086,000 for the
three months ended March 31, 2005. The primary reasons for this increase was due
to increases in certain employee benefits as well as expense recorded related to
the adoption of SFAS 123(R).
Net interest expense totaled $39,000 for the three months ended March 31,
2006, decreasing from $174,000 for the three months ended March 31, 2005. The
primary reasons for the decrease were due to interest income of $123,000 for the
three months ended March 31, 2006 compared to $17,000 for the three months ended
March 31, 2005 as well as the a reduction in debt due to regularly scheduled
payments. Interest rates experienced by Core Molding Technologies with respect
to its two long-term borrowing facilities were favorable; however, due to the
interest rate swaps Core Molding Technologies entered into, the interest rate is
essentially fixed for these two debt instruments.
Income taxes for the three months ended March 31, 2006, are estimated to be
approximately 37% of total earnings before taxes or $1,331,000.
Net income for the three months ended March 31, 2006, was $2,282,000, or
$0.23 per basic and $0.22 per diluted share, representing an increase of
$326,000 over the net income for the three months ended March 31, 2005, of
$1,956,000, or $.20 per basic share and diluted share.
13
LIQUIDITY AND CAPITAL RESOURCES
Core Molding Technologies' primary sources of funds have been cash
generated from operating activities and borrowings from third parties. Primary
cash requirements are for operating expenses and capital expenditures.
Cash provided by operating activities before changes in working capital for
the three months ended March 31, 2006 totaled $3,507,000. Changes in working
capital increased cash provided by operating activities by $3,891,000 to
$7,398,000. Net income contributed $2,282,000 to operating cash flows. Non-cash
deductions of depreciation and amortization contributed $660,000 to operating
cash flow. In addition, the increase in the postretirement healthcare benefits
liability of $556,000 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
payable and accrued and other liabilities due to payment timing differences and
an increase in accounts receivable, which is primarily related to increased
sales volumes.
Cash used for investing activities was $1,411,000 for the three months
ended March 31, 2006, as a result of capital expenditures, which primarily
related to the acquisition of machinery and equipment and expansion of the
Columbus, Ohio manufacturing facility. Core Molding Technologies anticipates
spending an additional $6,728,000 for the remainder of the year for capital
projects primarily related to the expansion project at the Columbus, Ohio
facility to support two new programs for existing customers, which will be
funded by existing cash and cash from operations.
Financing activities reduced cash flow by $348,000. Core Molding
Technologies made principal repayments on its bank note payable of $321,000 and
its regularly scheduled payment on the Industrial Revenue Bond of $120,000.
Partially offsetting these payments were proceeds of $93,000 from the issuance
of common stock related to the exercise of 29,750 stock options.
At March 31, 2006, Core Molding Technologies had cash on hand of
$15,053,000 and an available line of credit of $7,500,000 ("Line of Credit"),
which is scheduled to mature on April 30, 2007. At March 31, 2006, 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 March 31, 2006, Core Molding Technologies was in
compliance with its financial debt covenants for the Line of Credit and letter
of credit securing the Industrial Revenue Bond and certain equipment leases. 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.
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
In May 2005, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 154, "Accounting Changes and Error Corrections" ("SFAS 154"). SFAS
154 changes the requirements for the accounting and reporting of a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
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.
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. The Company has adopted
SFAS No. 123R on January 1, 2006 using the modified prospective method. The
impact of adopting this Standard is discussed in Note 8.
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. There is no material effect to the consolidated financial statements
from adoption of SFAS 151.
14
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discuss Core Molding Technologies' condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these condensed
consolidated financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. On an on-going basis, management evaluates its estimates
and judgments, including those related to accounts receivable, inventories, post
retirement benefits, and income taxes. Management bases its estimates and
judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements.
Accounts Receivable Allowances:
Management maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of Core Molding Technologies' customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required. Core Molding Technologies recorded an allowance for
doubtful accounts of $232,000 at March 31, 2006 and $214,000 at December 31,
2005. Management also records estimates for customer returns, discounts offered
to customers, and for price adjustments. Should customer returns, discounts, and
price adjustments fluctuate from the estimated amounts, additional allowances
may be required. Core Molding Technologies has reduced accounts receivable for
chargebacks of $664,000 at March 31, 2006 and $807,000 at December 31, 2005.
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:
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
undiscount 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.
Core Molding Technologies has not recorded any impairment to goodwill or
long-lived assets for the three months ended March 31, 2006 or the year ended
December 31, 2005.
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 March 31, 2006 and December 31,
2005 of $1,011,000 and $1,002,000, respectively.
Post Retirement Benefits:
Management records an accrual for post retirement costs associated with the
health care plan sponsored by Core Molding Technologies. Should actual results
differ from the assumptions used to determine the reserves, additional
provisions may be required. In particular, increases in future healthcare costs
above the assumptions could have an adverse affect on Core Molding Technologies'
operations. The effect of a change in healthcare costs is described in Note 11
of the Consolidated Notes to Financial Statements, which are contained in the
2005 Annual Report to Shareholders. Core Molding Technologies recorded a
liability for post retirement medical benefits based on actuarially computed
estimates of $10,323,000 at March 31, 2006 and $9,767,000 at December 31, 2005.
15
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 March 31, 2006 the
Company has recorded a net asset related to tooling in progress of $315,000,
which represents approximately $13,066,000 of progress tooling billings and
$13,381,000 of progress tooling expenses. 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.
Income Taxes:
The Consolidated Balance Sheet at March 31, 2006 and December 31, 2005,
includes a deferred tax asset of $8,335,000 and $8,373,000, respectively. Core
Molding Technologies performs analyses to evaluate the balance of deferred tax
assets that will be realized. Such analyses are based on the premise that the
company is, and will continue to be, a going concern and that it is more likely
than not that deferred tax benefits will be realized through the generation of
future taxable income. For more information, refer to Note 10 in Core Molding
Technologies 2005 Annual Report to Shareholders.
16
PART I - FINANCIAL INFORMATION
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Core Molding Technologies' primary market risk results from changes in the
price of commodities used in its manufacturing operations. Core Molding
Technologies is also exposed to fluctuations in interest rates and foreign
currency fluctuations associated with the Mexican Peso. Core Molding
Technologies does not hold any material market risk sensitive instruments for
trading purposes.
Core Molding Technologies has the following five items that are sensitive
to market risks: (1) Industrial Revenue Bond ("IRB") with a variable interest
rate. The Company has an interest rate swap to fix the interest rate at 4.89%;
(2) revolving line of credit, which bears a variable interest rate; (3) bank
note payable with a variable interest rate. The Company entered into a swap
agreement effective January 1, 2004, to fix the interest rate at 5.75%; (4)
foreign currency purchases in which the Company purchases Mexican pesos with
United States dollars to meet certain obligations that arise due to the facility
located in Mexico; and (5) raw material purchases in which Core Molding
Technologies purchases various resins for use in production. The prices of these
resins are affected by the prices of crude oil and natural gas as well as
processing capacity versus demand.
Assuming a hypothetical 10% increase in commodity prices, Core Molding
Technologies would be impacted by an increase in raw material costs, which would
have an adverse affect on operating margins.
Assuming a hypothetical 10% change in short-term interest rates in both the
three month periods ended March 31, 2006 and 2005, interest expense would not
change significantly, as the interest rate swap agreements would generally
offset the impact.
17
PART I - FINANCIAL INFORMATION
ITEM 4
CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company has carried out
an evaluation, under the supervision and with the participation of its
management, including its Chief Executive Officer and its Chief Financial
Officer, of the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).
Based upon this evaluation, the Company's management, including its Chief
Executive Officer and its Chief Financial Officer, concluded that the Company's
disclosure controls and procedures were (i) effective to ensure that information
required to be disclosed in the Company's reports filed or submitted under the
Exchange Act was 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 disclosure, and (ii)
effective to ensure that information required to be disclosed in the Company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms.
There were no changes in internal control over financial reporting (as such
term is defined in Exchange Act Rule 13a-15(f)) that occurred in the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
There have been no material changes in Core Molding Technologies' risk
factors from those previously disclosed in the Core Molding
Technologies 2005 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No submission of matters to a vote of security holders occurred during
the three months ended March 31, 2006.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
See Index to Exhibits
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORE MOLDING TECHNOLOGIES, INC.
Date: May 15, 2006 By: /s/ James L. Simonton
------------------------------------
James L. Simonton
President, Chief Executive Officer
and Director
Date: May 15, 2006 By: /s/ Herman F. Dick, Jr.
------------------------------------
Herman F. Dick, Jr.
Treasurer, Chief Financial
Officer and Secretary
19
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
2(a)(1) Asset Purchase Agreement Dated as of September 12, 1996, Incorporated by reference to Exhibit 2-A
As amended October 31, 1996, between Navistar International to Registration Statement on Form S-4
Transportation Corporation and RYMAC Mortgage Investment (Registration No. 333-15809)
Corporation(1)
2(a)(2) Second Amendment to Asset Purchase Agreement dated Incorporated by reference to Exhibit
December 16, 1996(1) 2(a)(2) to Annual Report on Form 10-K
for the year-ended December 31, 2001
2(b)(1) Agreement and Plan of Merger dated as of November 1, 1996, between Incorporated by reference to Exhibit 2-B
Core Molding Technologies, Inc. and RYMAC Mortgage Investment to Registration Statement on Form S-4
Corporation (Registration No. 333-15809)
2(b)(2) First Amendment to Agreement and Plan of Merger dated as of Incorporated by reference to Exhibit
December 27, 1996 Between Core Molding Technologies, 2(b)(2) to Annual Report on Form 10-K
Inc. and RYMAC Mortgage Investment Corporation for the year ended December 31, 2002
2(c)(1) Asset Purchase Agreement dated as of October 10, 2001, between Core Incorporated by reference to Exhibit 1
Molding Technologies, Inc. and Airshield Corporation to Form 8-K filed October 31, 2001
3(a)(1) Certificate of Incorporation of Core Molding Technologies, Inc. Incorporated by reference to Exhibit
As filed with the Secretary of State of Delaware on October 8, 1996 4(a) to Registration Statement on Form
S-8 (Registration No. 333-29203)
3(a)(2) Certificate of Amendment of Certificate of Incorporation Incorporated by reference to Exhibit
of Core Molding Technologies, Inc. as filed with the Secretary 4(b) to Registration Statement
of State of Delaware on November 6, 1996 on Form S-8 (Registration No. 333-29203)
3(a)(3) Certificate of Incorporation of Core Materials Corporation, Incorporated by reference to Exhibit
reflecting Amendments through November 6, 1996 [for purposes of 4(c) to Registration Statement on
compliance with Securities and Exchange Commission filing Form S-8 (Registration No. 333-29203)
requirements only]
3(a)(4) Certificate of Amendment of Certificate of Incorporation as filed Incorporated by reference to Exhibit
with the Secretary of State of Delaware on August 28, 2002 3(a)(4) to Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002
20
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
3(b) By-Laws of Core Molding Technologies, Inc. Incorporated by reference to Exhibit 3-C
to Registration Statement on Form S-4
(Registration No. 333-15809)
4(a)(1) Certificate of Incorporation of Core Molding Technologies, Inc. as Incorporated by reference to Exhibit
filed with the Secretary of State of Delaware on October 8, 1996 4(a) to Registration Statement on Form
S-8 (Registration No. 333-29203)
4(a)(2) Certificate of Amendment of Certificate of Incorporation of Incorporated by reference to Exhibit
Core Materials Corporation as filed with the Secretary of 4(b) to Registration Statement on Form
State of Delaware on November 6, 1996 S-8 (Registration No. 333-29203)
4(a)(3) Certificate of Incorporation of Core Materials Corporation, Incorporated by reference to Exhibit
reflecting amendments through November 6, 1996 [for purposes of 4(c) to Registration Statement on
compliance with Securities and Exchange Commission filing Form S-8 (Registration No.333-29203)
requirements only]
4(a)(4) Certificate of Amendment of Certificate of Incorporation as filed Incorporated by reference to Exhibit
with the Secretary of State of Delaware on August 28, 2002 3(a)(4) to Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002
4(b) By-Laws of Core Molding Technologies, Inc. Incorporated by reference to Exhibit 3-C
to Registration Statement on Form S-4
(Registration No. 333-15809)
11 Computation of Net Income per Share Exhibit 11 omitted because the required
information is Included in Notes to
Financial Statement
31(a) Section 302 Certification by James L. Simonton, President and Chief Filed Herein
Executive Officer
31(b) Section 302 Certification by Herman F. Dick, Jr., Treasurer, Filed Herein
Chief Financial Officer and Secretary
32(a) Certification of James L. Simonton, Chief Executive Officer of Core Filed Herein
Molding Technologies, Inc., dated May 15, 2006, pursuant to 18
U.S.C. Section 1350
32(b) Certification of Herman F. Dick, Jr., Chief Financial Officer of Filed Herein
Core Molding Technologies, Inc., dated May 15, 2006, pursuant to 18
U.S.C. Section 1350
(1) The Asset Purchase Agreement, as filed with the Securities and Exchange
Commission at Exhibit 2-A to Registration Statement on Form S-4
(Registration No. 333-15809), omits the exhibits (including, the Buyer
Note, Special Warranty Deed, Supply Agreement, Registration Rights
Agreement and Transition Services Agreement, identified in the Asset
Purchase Agreement) and schedules (including, those identified in Sections
1, 3, 4, 5, 6, 8 and
21
30 of the Asset Purchase Agreement. Core Molding Technologies, Inc. will
provide any omitted exhibit or schedule to the Securities and Exchange
Commission upon request.
22