Core Molding Technologies, Inc. 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
OR
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o |
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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)
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Delaware
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31-1481870 |
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(State or other jurisdiction
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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800 Manor Park Drive, P.O. Box 28183 |
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Columbus, Ohio
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43228-0183 |
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(Address of principal executive office)
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(Zip Code) |
Registrants 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 þ NO o
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 o Accelerated filer o Non-accelerated filer þ
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes o NO þ
As
of May 11, 2007, the latest practicable date, 10,326,182 shares of the registrants common
shares were issued and outstanding.
Table of Contents
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Item 1 Financial Statements |
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3 |
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4 |
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5 |
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6 |
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7 |
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11 |
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16 |
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17 |
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18 |
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18 |
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18 |
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18 |
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18 |
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18 |
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18 |
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18 |
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Index to Exhibits |
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Ex-31(a) |
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Ex-31(b) |
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Ex-32(a) |
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Ex-32(b) |
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EX-31(A) |
EX-31(B) |
EX-32(A) |
EX-32(B) |
2
Part 1 Financial Information
Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
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March 31, |
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December 31, |
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2007 |
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2006 |
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(Unaudited) |
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Assets |
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Current Assets: |
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Cash |
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$ |
20,325,989 |
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$ |
16,096,223 |
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Accounts receivable (less allowance for doubtful accounts: |
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March 31, 2007 - $251,000; December 31, 2006 - $262,000) |
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19,330,968 |
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22,456,177 |
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Inventories: |
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Finished and work in process goods |
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2,600,628 |
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2,793,993 |
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Stores |
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5,021,718 |
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4,598,983 |
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Total inventories |
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7,622,346 |
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7,392,976 |
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Deferred tax asset |
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1,469,756 |
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1,529,592 |
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Foreign sales tax receivable |
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961,685 |
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1,032,058 |
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Income tax receivable |
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983,712 |
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1,432,324 |
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Prepaid expenses and other current assets |
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862,640 |
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730,109 |
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Total current assets |
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51,557,096 |
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50,669,459 |
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Property, plant and equipment |
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57,309,630 |
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56,927,053 |
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Accumulated depreciation |
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(27,230,763 |
) |
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(26,389,062 |
) |
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Property, plant and equipment net |
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30,078,867 |
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30,537,991 |
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Deferred tax asset |
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6,928,864 |
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6,916,348 |
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Goodwill |
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1,097,433 |
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1,097,433 |
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Customer List / Non-compete |
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126,017 |
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138,814 |
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Other assets |
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134,577 |
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145,668 |
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Total |
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$ |
89,922,854 |
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$ |
89,505,713 |
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Liabilities and Stockholders Equity
Liabilities: |
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Current liabilities |
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Current portion of long-term debt |
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$ |
1,825,716 |
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$ |
1,815,716 |
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Current portion of postretirement benefits liability |
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247,000 |
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247,000 |
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Accounts payable |
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12,795,007 |
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10,735,295 |
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Tooling in progress |
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1,960,457 |
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1,179,684 |
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Accrued liabilities: |
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Compensation and related benefits |
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3,857,191 |
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7,111,475 |
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Other |
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1,014,450 |
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2,005,408 |
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Total current liabilities |
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21,699,821 |
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23,094,578 |
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Long-term debt |
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7,317,850 |
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7,779,279 |
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Interest rate swap |
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63,123 |
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35,848 |
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Graduated lease payments and deferred gain |
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23,457 |
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41,050 |
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Postretirement benefits liability |
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16,381,809 |
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15,860,558 |
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Commitments and Contingencies
Stockholders Equity: |
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Preferred stock $0.01 par value, authorized shares 10,000,000;
Outstanding shares: March 31, 2007 and December 31, 2006 - 0 |
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Common stock $0.01 par value, authorized shares 20,000,000;
Outstanding shares: 10,305,863 at March 31, 2007 and
10,204,607 at December 31, 2006 |
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103,059 |
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102,046 |
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Paid-in capital |
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22,350,976 |
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21,872,723 |
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Accumulated other comprehensive loss, net of income tax benefit |
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(3,037,410 |
) |
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(3,019,315 |
) |
Retained earnings |
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25,020,169 |
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23,738,946 |
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Total stockholders equity |
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44,436,794 |
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42,694,400 |
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Total |
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$ |
89,922,854 |
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$ |
89,505,713 |
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See notes to condensed consolidated financial statements.
3
Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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Net Sales: |
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Products |
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$ |
30,650,936 |
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$ |
35,354,658 |
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Tooling |
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578,155 |
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1,147,656 |
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Total Sales |
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31,229,091 |
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36,502,314 |
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Cost of sales |
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25,786,748 |
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29,027,369 |
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Postretirement benefits expense |
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616,657 |
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646,374 |
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Total cost of sales |
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26,403,405 |
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29,673,743 |
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Gross margin |
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4,825,686 |
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6,828,571 |
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Selling, general and administrative expense |
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2,956,219 |
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3,034,590 |
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Postretirement benefits expense |
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135,364 |
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141,881 |
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Total selling, general and administrative expense |
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3,091,583 |
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3,176,471 |
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Income before interest and income taxes |
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1,734,103 |
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3,652,100 |
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Interest income |
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244,773 |
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123,323 |
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Interest expense |
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(136,689 |
) |
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(162,301 |
) |
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Income before income taxes |
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1,842,187 |
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3,613,122 |
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Income tax expense |
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629,417 |
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1,331,216 |
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Net income |
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$ |
1,212,770 |
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$ |
2,281,906 |
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Net income per common share: |
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Basic |
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$ |
0.12 |
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$ |
0.23 |
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Diluted |
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$ |
0.11 |
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$ |
0.22 |
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Weighted average common shares outstanding: |
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Basic |
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10,264,431 |
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10,046,845 |
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Diluted |
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10,596,917 |
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10,448,427 |
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See notes
to condensed consolidated financial statements.
4
Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders Equity
(Unaudited)
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Accumulated |
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Common Stock |
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Other |
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Total |
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Outstanding |
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Paid-in |
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Comprehensive |
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Retained |
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Stockholders |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Earnings |
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Equity |
|
Balance at January 1, 2007 |
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10,204,607 |
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|
$ |
102,046 |
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$ |
21,872,723 |
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|
$ |
(3,019,315 |
) |
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$ |
23,738,946 |
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|
$ |
42,694,400 |
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|
Cumulative impact of change in
accounting for uncertainties in
income taxes (FIN 48 see Note
7) |
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|
|
|
|
|
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|
|
|
|
|
|
|
|
68,453 |
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|
68,453 |
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|
Net income |
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|
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|
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|
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|
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|
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|
1,212,770 |
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|
1,212,770 |
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Common shares issued from
exercise of stock options |
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|
101,256 |
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|
1,013 |
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|
318,719 |
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|
|
|
|
|
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|
319,732 |
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Tax benefit from exercise of
stock options |
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|
|
|
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|
112,217 |
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|
112,217 |
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|
Hedge accounting effect of
interest rate swaps at March
31, 2007, net of tax effect of $9,181 |
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|
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(18,095 |
) |
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(18,095 |
) |
|
Share based compensation expense |
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|
|
|
|
|
|
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|
47,317 |
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|
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|
47,317 |
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Balance at March 31, 2007 |
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10,305,863 |
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$ |
103,059 |
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$ |
22,350,976 |
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($3,037,410 |
) |
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$ |
25,020,169 |
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$ |
44,436,794 |
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See notes to condensed consolidated financial statements.
5
Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended |
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March 31, |
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2007 |
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|
2006 |
|
Cash flows from operating activities: |
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Net income |
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$ |
1,212,770 |
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|
$ |
2,281,906 |
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Adjustments to reconcile net income to net cash provided by
operating activities: |
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Depreciation and amortization |
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|
865,591 |
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|
659,732 |
|
Deferred income taxes |
|
|
(3,242 |
) |
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|
|
|
Interest income related to ineffectiveness of swap |
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|
(94 |
) |
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|
Share based compensation |
|
|
47,317 |
|
|
|
53,353 |
|
(Gain) loss on disposal of assets |
|
|
(1,039 |
) |
|
|
6,159 |
|
Amortization of gain on sale/leaseback transaction |
|
|
|
|
|
|
(84,528 |
) |
Loss on translation of foreign currency financial statements |
|
|
30,933 |
|
|
|
34,489 |
|
Change in operating assets and liabilities: |
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|
|
|
|
|
|
|
Accounts receivable |
|
|
3,125,209 |
|
|
|
(1,719,867 |
) |
Inventories |
|
|
(229,370 |
) |
|
|
13,963 |
|
Prepaid and other assets |
|
|
(62,158 |
) |
|
|
(651,115 |
) |
Accounts payable |
|
|
1,957,118 |
|
|
|
3,185,631 |
|
Accrued and other liabilities |
|
|
(2,905,161 |
) |
|
|
3,062,205 |
|
Postretirement benefits liability |
|
|
521,251 |
|
|
|
556,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4,559,125 |
|
|
|
7,398,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(310,918 |
) |
|
|
(1,415,804 |
) |
Proceeds from sale of property and equipment |
|
|
1,039 |
|
|
|
5,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(309,879 |
) |
|
|
(1,410,604 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
319,732 |
|
|
|
93,197 |
|
Tax effect from exercise of stock options |
|
|
112,217 |
|
|
|
|
|
Payments of principal on secured note payable |
|
|
(321,429 |
) |
|
|
(321,428 |
) |
Payment of principal on industrial revenue bond |
|
|
(130,000 |
) |
|
|
(120,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(19,480 |
) |
|
|
(348,231 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
4,229,766 |
|
|
|
5,639,397 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
16,096,223 |
|
|
|
9,413,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
20,325,989 |
|
|
$ |
15,053,391 |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest (net of capitalized interest) |
|
$ |
124,464 |
|
|
$ |
39,569 |
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
86,227 |
|
|
$ |
168,133 |
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
6
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 or the Company)
at March 31, 2007, and the results of their operations and cash flows for the three months ended
March 31, 2007. The Consolidated Notes to Financial Statements, which are contained in the 2006
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 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 RTM closed mold process to produce
reinforced plastic products.
2. Earnings per Common Share
Basic earnings per common share is computed based on the weighted average number of common
shares outstanding during the period. Diluted earnings per common share are computed similarly but
include the effect of the assumed exercise of dilutive stock options and restricted stock under the
treasury stock method.
The computation of basic and diluted earnings per common share is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
1,212,770 |
|
|
$ |
2,281,906 |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
10,264,431 |
|
|
|
10,046,845 |
|
Plus: dilutive options assumed exercised |
|
|
617,200 |
|
|
|
928,450 |
|
Less: shares assumed repurchased with proceeds from
exercise |
|
|
(292,127 |
) |
|
|
(526,868 |
) |
Plus: dilutive effect of nonvested restricted stock grants |
|
|
7,413 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and potentially issuable
common shares outstanding |
|
|
10,596,917 |
|
|
|
10,448,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.12 |
|
|
$ |
0.23 |
|
Diluted earnings per common share |
|
$ |
0.11 |
|
|
$ |
0.22 |
|
For the three months ended March 31, 2007 and 2006 there were 33,000 and 55,500 antidilutive
options, respectively.
7
3. Sales Revenue
Core Molding Technologies currently has three major customers, International Truck & Engine
Corporation (International), PACCAR, Inc. (PACCAR), and Freightliner, LLC (Freightliner).
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, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
International |
|
$ |
12,704,165 |
|
|
$ |
18,310,825 |
|
PACCAR |
|
|
7,940,978 |
|
|
|
7,828,737 |
|
Freightliner |
|
|
3,592,157 |
|
|
|
3,915,014 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
24,237,300 |
|
|
|
30,054,576 |
|
Other |
|
|
6,991,791 |
|
|
|
6,447,738 |
|
|
|
|
|
|
|
|
Total |
|
$ |
31,229,091 |
|
|
$ |
36,502,314 |
|
|
|
|
|
|
|
|
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, |
|
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
1,212,770 |
|
|
$ |
2,281,906 |
|
|
|
|
|
|
|
|
|
|
Hedge accounting effect of interest
rate swaps, net of deferred income tax
benefit of $9,181 and deferred tax
expense of $37,709 for the three months
ending March 31, 2007 and 2006
respectively |
|
|
(18,095 |
) |
|
|
73,200 |
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
1,194,675 |
|
|
$ |
2,355,106 |
|
|
|
|
|
|
|
|
8
5. Postretirement Benefits
The components of expense for all of Core Molding Technologies postretirement benefits plans
for the three months ended March 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
March 31, 2006 |
|
Pension Expense: |
|
|
|
|
|
|
|
|
Defined contribution plan
contributions |
|
$ |
120,000 |
|
|
$ |
105,000 |
|
Multi-employer plan
contributions |
|
|
110,000 |
|
|
|
127,000 |
|
|
|
|
|
|
|
|
Total pension expense |
|
|
230,000 |
|
|
|
232,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health and Life Insurance: |
|
|
|
|
|
|
|
|
Service cost |
|
|
212,000 |
|
|
|
267,000 |
|
Interest cost |
|
|
229,000 |
|
|
|
218,000 |
|
Amortization of net loss |
|
|
80,000 |
|
|
|
71,000 |
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
521,000 |
|
|
|
556,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total postretirement benefits expense |
|
$ |
751,000 |
|
|
$ |
788,000 |
|
|
|
|
|
|
|
|
Core Molding Technologies has made contributions of approximately $144,000 to pension plans
through March 31, 2007 and expects to make approximately $836,000 of postretirement benefit
payments through the remainder of 2007 of which $521,000 was accrued at December 31, 2006.
6. Interest Rate Swaps
In conjunction with its variable rate Industrial Revenue Bond (IRB) 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 IRB. In all periods presented this cash
flow hedge was highly effective; any ineffectiveness was not material. None of the changes in 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 match 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 that such non-performance is unlikely to occur given the financial resources of the
counterparty.
7. Income Taxes
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48) on January 1, 2007. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements in accordance with Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes (FAS 109). This interpretation prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. Under FIN 48, the impact of an uncertain income tax position
on the income tax return must be recognized at the largest amount that is more likely
than not to be sustained upon audit by the relevant taxing authority
based solely on the technical merits of the position. An uncertain tax
position will not be recognized if it has less than a fifty percent likelihood of being sustained.
FIN 48 also provides guidance on
9
derecognition of tax benefits, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. The Company recognizes
accrued interest and penalties, if any, related to unrecognized tax benefits in income tax
expense.
The Company recognized a $68,453 increase to retained earnings upon the adoption of FIN 48.
This increase is represented by the recognition of state tax benefits of $212,054 and related
accrued interest receivable of $15,706. These benefits generate a federal tax liability of $59,833.
The Company also recorded a liability for unrecognized tax benefits of $51,775 and $47,699 related
to uncertain state and foreign tax positions, respectively and the amounts are recorded in income tax receivable in the condensed consolidated balance sheet. The unrecognized tax liability
at January 1, 2007 of $99,474 was unchanged during the quarter.
There are no federal or state income tax audits in process. During
the year ended December 31, 2006, the Company recorded no interest
expense or penalties related to unrecognized tax benefits and no
interest or penalties were accrued on the consolidated balance sheet
at December 31, 2006.
The Company files income tax returns in the U.S. federal jurisdiction, Mexico and various
state jurisdictions. The Company is no longer subject to U.S. federal and state income tax
examinations by tax authorities for years before 2003 and is subject to income tax examinations by
Mexican authorities since the Company began business in Mexico in 2001. The Company does not
anticipate that the unrecognized tax benefits will significantly change within the next twelve
months.
8. Recent Accounting Pronouncements
In July 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the
financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN
48 provides guidance on the financial statement recognition and measurement of a tax position
taken, or expected to be taken, in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosures, and transition.
This interpretation is effective for fiscal years beginning after December 15, 2006, and was
effective for the Company on January 1, 2007. The impact of adopting FIN 48 is discussed in Note
7.
In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not
require any new fair value measurements, rather it applies under existing accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 157
on the consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for
Financial Assets and Liabilities, to permit all entities to choose to elect to measure eligible
financial instruments at fair value. SFAS No. 159 applies to fiscal years beginning after November
15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions
of SFAS No. 157, Fair Value Measurements. An entity is prohibited from retrospectively applying
SFAS No. 159, unless it chooses early adoption. Management is currently evaluating the impact of
SFAS No. 159 on the consolidated financial statements.
10
Part I Financial Information
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
This Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the federal securities laws.
As a general matter, forward-looking statements are those focused upon future plans, objectives or
performance as opposed to historical items and include statements of anticipated events or trends
and expectations and beliefs relating to matters not historical in nature. Such forward-looking
statements involve known and unknown risks and are subject to uncertainties and factors relating to
Core Molding Technologies operations and business environment, all of which are difficult to
predict and many of which are beyond Core Molding Technologies control. These uncertainties and
factors could cause Core Molding Technologies actual results to differ materially from those
matters expressed in or implied by such forward-looking statements.
Core Molding Technologies believes that the following factors, among others, could affect its
future performance and cause actual results to differ materially from those expressed or implied by
forward-looking statements made in this quarterly report: business conditions in the plastics,
transportation, watercraft and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon three major customers as the
primary source of Core Molding Technologies sales revenues; 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; managements 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 2006 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, the cyclicality of markets we serve, regulatory
requirements, interest rates and other factors. 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 Internationals
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.
11
Core Molding Technologies recorded net income for the three months ended March 31, 2007 of
$1,213,000 or $.12 per basic and $.11 per diluted share, compared with $2,282,000, or $.23 per
basic and $.22 per diluted share, for the three months ended March 31, 2006. Net income was
negatively impacted by decreased sales volumes due to lower demand resulting from an industry wide
decline in truck orders. Industry analysts have indicated that stricter federal emission standards
for 2007 increased demand throughout 2006 for heavy and medium-duty trucks as customers purchased
vehicles in advance of the new 2007 emission standards. Demand in
2007 is expected to decline, with
industry analysts estimating a twenty to forty percent decrease in new orders for heavy and
medium-duty trucks for some portion of 2007, as compared to 2006 demand. Also negatively impacting
net income was lower fixed cost absorption. Our manufacturing
operations have a significant fixed
cost component and the profitability of Core Molding Technologies operations will change
proportionately more than revenues from operations during periods of changing demand. Finally,
operating inefficiencies at the Companys Batavia, Ohio facility also negatively impacted net
income.
Results of Operations
Three Months Ended March 31, 2007, As Compared To Three Months Ended March 31, 2006
Net sales for the three months ended March 31, 2007, totaled $31,229,000, representing an
approximate 14% decrease from the $36,502,000 reported for the three months ended March 31, 2006.
Included in total sales are tooling project revenues of $578,000 and $1,148,000 for the three
months ended March 31, 2007 and March 31, 2006, respectively. Tooling project revenues are
sporadic in nature and do not represent a recurring trend. Total product sales, excluding tooling
project revenue, was lower by approximately 13% for the three months ended March 31, 2007, as
compared to the same period a year ago. The primary reason for this decrease in product sales is
lower demand resulting from an industry wide general decline in truck orders due to the new federal
emissions standards that went into effect on January 1, 2007. Sales to International totaled
$12,704,000 for the three months ended March 31, 2007, an approximate 31% decrease from the three
months ended March 31, 2006 amount of $18,311,000. The primary reason for the decrease is lower
demand and reduced order volumes resulting from the industry wide decline as noted above. Sales to
PACCAR totaled $7,941,000 for the three months ended March 31, 2007, compared to the net sales of
$7,829,000 reported for the three months ended March 31, 2006. Lower order volumes and reduced
demand were offset by sales of products for new models launched in 2007. Sales to Freightliner
totaled $3,592,000 for the three months ended March 31, 2007, which was a decrease of approximately
8% from the $3,915,000 for the three months ended March 31,
2006. The decrease in sales, as noted
above, had less of an impact to our business with Freightliner, due to a greater percentage of our
product line with this customer being related to repair parts.
Sales to other customers for the three months ended March 31, 2007, increased approximately 8%
to $6,992,000 from $6,448,000 for the three months ended March 31, 2006. The increase in sales to
other customers was primarily due to an increase in sales of sheet molding compound to a customer.
Gross margin was approximately 15.5% of sales for the three months ended March 31, 2007,
compared with 18.7% for the three months ended March 31, 2006. The decrease in gross margin, as a
percentage of sales from the prior year, was due to a combination of several factors including
operating inefficiencies and lower fixed cost absorption that resulted from the decrease in product
sales as well as production inefficiencies at the Companys Batavia, Ohio facility.
Selling, general and administrative expenses (SG&A) totaled $3,092,000 for the three months
ended March 31, 2007, decreasing from $3,176,000 for the three months ended March 31, 2006. The
primary reasons for this decrease were lower profit sharing amount based on lower earnings and
reductions in personnel. Partially offsetting those decreases were increases in professional
service costs associated with Sarbanes Oxley compliance and costs associated with personnel
reductions.
Net interest income totaled $108,000 for the three months ended March 31, 2007, compared to
net interest expense of $39,000 for the three months ended March 31, 2006. Net interest income
includes interest income of $245,000 for the three months ended March 31, 2007 compared to $123,000
for the three months ended March 31, 2006 primarily resulting from higher investable cash balances.
Interest expense decreased to $137,000 at March 31, 2007 from $162,000 at March 31, 2006 due to a
reduction in debt from 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, 2007, are estimated to be approximately 34%
of total earnings before taxes or $629,000, compared to $1,331,000 or 37% of total earnings before
taxes for the three months ended March 31, 2006. The decrease in effective rate at March 31, 2007
compared to the same time a year
12
ago is due to the effect of foreign income, which is taxed at a
lower rate, representing a higher percent of total income. Also contributing to the reduced
effective rate is a reduction in the Ohio franchise tax which is phasing out over a five year
period.
Net income for the three months ended March 31, 2007, was $1,213,000, or $.12 per basic and
$.11 per diluted share, representing a decrease of $1,069,000 over the net income for the three
months ended March 31, 2006, of $2,282,000, or $.23 per basic share and $0.22 per diluted share.
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, 2007 totaled $2,673,000. Changes in working capital increased cash provided by
operating activities by $1,886,000 to $4,559,000. Net income contributed $1,213,000 to operating
cash flows. Non-cash deductions from net income for depreciation and amortization amounted to
$866,000. In addition, the increase in the postretirement healthcare benefits liability of
$521,000 is not a significant 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 due to payment timing differences, decreases in
accounts receivable due to collections and lower sales volumes, and decreases in accrued and other
liabilities.
Cash used for investing activities was $310,000 for the three months ended March 31, 2007, as
a result of capital expenditures, which primarily related to the acquisition of machinery and
equipment. Core Molding Technologies anticipates spending an additional $4,031,000 for the
remainder of the year for capital projects primarily related to facility improvements and equipment
purchases to support the manufacturing process of both existing and new model programs which will
be funded by existing cash and cash from operations.
Financing activities reduced cash flow by $19,000. Core Molding Technologies made principal
repayments on its bank note payable of $321,000 and its regularly scheduled payment on its
Industrial Revenue Bond of $130,000. Partially offsetting these payments were proceeds of $320,000
from the issuance of common stock related to the exercise of 101,256 stock options, as well as
$112,000 of tax benefits from the exercise of these options.
At March 31, 2007, Core Molding Technologies had cash on hand of $20,326,000 and an available
line of credit of $7,500,000 (Line of Credit), which is scheduled to mature on April 30, 2009.
At March 31, 2007, 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, 2007, Core Molding Technologies was in compliance with its financial debt
covenants for the Line of Credit, a 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 2007. 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 Accounting Standards
In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not
require any new fair value measurements, rather it applies under existing accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 157
on the consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for
Financial Assets and Liabilities, to permit all entities to choose to elect to measure eligible
financial instruments at fair
value. SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with early
adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157,
Fair Value Measurements. An entity is prohibited from retrospectively applying SFAS No. 159, unless
it chooses early adoption. Management is currently evaluating the impact of SFAS No. 159 on the
consolidated financial statements.
13
Critical Accounting Policies and Estimates
Managements 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 $251,000 at March 31, 2007 and $262,000 at December 31, 2006. Management
also records estimates for customer returns and deductions, discounts offered to customers, and for
price adjustments. Should customer returns and deductions, discounts, and price adjustments
fluctuate from the estimated amounts, additional allowances may be required. Core Molding
Technologies has reduced accounts receivable for returns and deductions of $1,353,000 at March 31,
2007 and $1,426,000 at December 31, 2006.
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 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. Core Molding Technologies has not recorded any impairment to goodwill or
long-lived assets for the three months ended March 31, 2007 or the year ended December 31, 2006.
Self-Insurance:
The Company is self-insured with respect to most of its Columbus and Batavia, Ohio and
Gaffney, South Carolina medical, dental and vision claims and Columbus, Ohio workers compensation
claims. The Company has recorded an estimated liability for self-insured medical, dental and
vision claims incurred but not reported and workers compensation claims incurred but not reported
at March 31, 2007 and December 31, 2006 of $1,101,000 and $1,036,000, 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 2006 Annual Report to Shareholders. Core Molding
Technologies recorded a liability for post retirement medical benefits based on actuarially
computed estimates of $16,629,000 at March 31, 2007 and $16,107,000 at December 31, 2006.
14
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 Companys
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, 2007 the Company has recorded a net liability related to tooling in
progress of $1,960,000, which represents approximately $20,135,000 of progress tooling billings and
$18,175,000 of progress tooling expenses. At December 31, 2006 the Company had recorded a net
liability related to tooling in progress of $1,180,000, which represents approximately $15,881,000
of progress tooling billings and $14,701,000 of progress tooling expenses.
Income taxes:
The Consolidated Balance Sheet at March 31, 2007 and December 31, 2006, includes a deferred
tax asset of $8,399,000 and $8,446,000, 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 2006 Annual
Report to Shareholders.
15
Part I Financial Information
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Core Molding Technologies primary market risk results from changes in the price of
commodities used in its manufacturing operations. Core Molding Technologies is also exposed to
fluctuations in interest rates and foreign currency fluctuations associated with the Mexican Peso.
Core Molding Technologies does not hold any material market risk sensitive instruments for trading
purposes.
Core Molding Technologies has the following five items that are sensitive to market risks: (1)
Industrial Revenue Bond (IRB) with a variable interest rate. The Company has an interest rate
swap to fix the interest rate at 4.89%; (2) revolving line of credit, which bears a variable
interest rate; (3) bank note payable with a variable interest rate. The Company entered into a
swap agreement effective January 1, 2004, to fix the interest rate at 5.75%; (4) foreign currency
purchases in which the Company purchases Mexican pesos with United States dollars to meet certain
obligations that arise from the Companys operations in Mexico; and (5) raw material purchases in
which the Company 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, 2007 and 2006, interest expense would not change significantly, as the
interest rate swap agreements would generally offset the impact.
16
Part I Financial Information
Item 4 Controls and Procedures
As of the end of the period covered by this report, the Company has carried out an evaluation,
under the supervision and with the participation of its management, including its Chief Executive
Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon
this evaluation, the Companys management, including its Chief Executive Officer and its Chief
Financial Officer, concluded that the Companys disclosure controls and procedures were (i)
effective to ensure that information required to be disclosed in the Companys reports filed or
submitted under the Exchange Act was accumulated and communicated to the Companys 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 Companys 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.
17
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 Core Molding Technologies 2006 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, 2007.
Item 5. Other Information
None
Item 6. Exhibits
See Index to Exhibits
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CORE MOLDING TECHNOLOGIES, INC.
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Date: May 14, 2007 |
By: |
/s/ Kevin L. Barnett
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Kevin L. Barnett |
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President, Chief Executive Officer, and
Director |
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Date: May 14, 2007 |
By: |
/s/ Herman F. Dick, Jr.
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Herman F. Dick, Jr. |
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Vice President, Secretary, Treasurer and Chief Financial Officer |
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19
INDEX TO EXHIBITS
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Exhibit No. |
|
Description |
|
Location |
2(a)(1)
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Asset Purchase Agreement
Dated as of September 12, 1996,
As amended October 31, 1996,
between Navistar International
Transportation Corporation and RYMAC
Mortgage Investment Corporation1
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Incorporated by
reference to
Exhibit 2-A to
Registration
Statement on Form
S-4 (Registration
No. 333-15809) |
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2(a)(2)
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Second Amendment to Asset Purchase
Agreement dated December 16, 19961
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Incorporated by
reference to
Exhibit 2(a)(2) to
Annual Report on
Form 10-K for the
year-ended December
31, 2001 |
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2(b)(1)
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Agreement and Plan of Merger dated as of
November 1, 1996, between Core Molding
Technologies, Inc. and RYMAC Mortgage
Investment Corporation
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Incorporated by
reference to
Exhibit 2-B to
Registration
Statement on Form
S-4 (Registration
No. 333-15809) |
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2(b)(2)
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First Amendment to Agreement and Plan
of Merger dated as of December 27, 1996
Between Core Molding Technologies, Inc. and
RYMAC Mortgage Investment Corporation
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Incorporated by
reference to
Exhibit 2(b)(2) to
Annual Report on
Form 10-K for the
year ended December
31, 2002 |
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2(c)(1)
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Asset Purchase Agreement dated as of October
10, 2001, between Core Molding Technologies,
Inc. and Airshield Corporation
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Incorporated by
reference to
Exhibit 1 to Form
8-K filed October
31, 2001 |
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3(a)(1)
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Certificate of Incorporation of
Core Molding Technologies, Inc.
As filed with the Secretary of State
of Delaware on October 8, 1996
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Incorporated by
reference to
Exhibit 4(a) to
Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
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3(a)(2)
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Certificate of Amendment of
Certificate of Incorporation
of Core Molding Technologies, Inc.
as filed with the Secretary of State
of Delaware on November 6, 1996
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Incorporated by
reference to
Exhibit 4(b) to
Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
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3(a)(3)
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Certificate of Incorporation of Core
Materials Corporation, reflecting
Amendments through November 6,
1996 [for purposes of compliance
with Securities and Exchange
Commission filing requirements only]
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Incorporated by
reference to
Exhibit 4(c) to
Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
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3(a)(4)
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Certificate of Amendment of Certificate of
Incorporation as filed with the Secretary of
State of Delaware on August 28, 2002
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Incorporated by
reference to
Exhibit 3(a)(4) to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2002 |
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Exhibit No. |
|
Description |
|
Location |
3(b)
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By-Laws of Core Molding Technologies, Inc.
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Incorporated by
reference to
Exhibit 3-C to
Registration
Statement on Form
S-4 (Registration
No. 333-15809) |
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4(a)(1)
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Certificate of Incorporation of Core Molding
Technologies, Inc. as filed with the
Secretary of State
of Delaware on October 8, 1996
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Incorporated by
reference to
Exhibit 4(a) to
Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
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4(a)(2)
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Certificate of Amendment of Certificate
of Incorporation of Core Materials
Corporation as filed with the Secretary of
State of Delaware on November 6, 1996
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Incorporated by
reference to
Exhibit 4(b) to
Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
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4(a)(3)
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|
Certificate of Incorporation of Core Materials
Corporation, reflecting amendments through
November 6, 1996 [for purposes of compliance
with Securities and Exchange Commission
filing requirements only]
|
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Incorporated by
reference to
Exhibit 4(c) to
Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
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4(a)(4)
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Certificate of Amendment of Certificate of
Incorporation as filed with the Secretary of
State of Delaware on August 28, 2002
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Incorporated by
reference to
Exhibit 3(a)(4) to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2002 |
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4(b)
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By-Laws of Core Molding Technologies, Inc.
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Incorporated by
reference to
Exhibit 3-C to
Registration
Statement on Form
S-4 (Registration
No. 333-15809) |
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11
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Computation of Net Income per Share
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Exhibit 11 omitted
because the
required
information is
Included in Notes
to Financial
Statement |
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31(a)
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Section 302 Certification by Kevin L.
Barnett, President, Chief Executive Officer,
and Director
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Filed Herein |
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31(b)
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Section 302 Certification by Herman F. Dick,
Jr., Vice President, Secretary, Treasurer,
and Chief Financial Officer
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Filed Herein |
21
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Exhibit No. |
|
Description |
|
Location |
32(a)
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Certification of Kevin L. Barnett, Chief
Executive Officer of Core Molding
Technologies, Inc., dated May 14, 2007,
pursuant to 18 U.S.C. Section 1350
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Filed Herein |
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32(b)
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Certification of Herman F. Dick, Jr., Chief
Financial Officer of Core Molding
Technologies, Inc., dated May 14, 2007,
pursuant to 18 U.S.C. Section 1350
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Filed Herein |
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1 |
|
The Asset Purchase Agreement, as filed with the Securities and Exchange Commission
at Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809), omits the
exhibits (including, the Buyer Note, Special Warranty Deed, Supply Agreement, Registration Rights
Agreement and Transition Services Agreement, identified in the Asset Purchase Agreement) and
schedules (including, those identified in Sections 1, 3, 4, 5, 6, 8 and 30 of the Asset Purchase
Agreement. Core Molding Technologies, Inc. will provide any omitted exhibit or schedule to the
Securities and Exchange Commission upon request. |
22