-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LE/ym5ThCB+7WnZIHPwNG6ldDw4ONaHjDuLKbPYWaSClNGGm/U7xpw14cEs7JT0g UhcqZ4mHnq8e5BJxEYewaA== 0000950152-01-501897.txt : 20010515 0000950152-01-501897.hdr.sgml : 20010515 ACCESSION NUMBER: 0000950152-01-501897 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE MATERIALS CORP CENTRAL INDEX KEY: 0001026655 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 311481870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12505 FILM NUMBER: 1633458 BUSINESS ADDRESS: STREET 1: 800 MANOR PARK DRIVE STREET 2: P O BOX 28183 CITY: COLUMBUS STATE: OH ZIP: 43228 BUSINESS PHONE: 8006666960 MAIL ADDRESS: STREET 1: 800 MANOR PARK DR STREET 2: P O BOX 28183 CITY: COLUMBUS STATE: OH ZIP: 43228 10-Q 1 l88194ae10-q.txt CORE MATERIALS CORP. 10-Q 1 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, 2001 -------------- 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 MATERIALS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 31-1481870 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) incorporation or organization) 800 Manor Park Drive, P.O. Box 28183 Columbus, Ohio 43228-0183 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (614) 870-5000 -------------- N/A - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] NO [X] As of May 14, 2001, the latest practicable date, 9,778,680 shares of the registrant's common shares were issued and outstanding. 2 PART 1 - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CORE MATERIALS CORPORATION BALANCE SHEETS MARCH 31, DECEMBER 31, 2001 2000 ------------ ------------ (UNAUDITED) ASSETS Cash and cash equivalents $ 6,603,872 $ 2,712,412 Accounts receivable (less allowance for doubtful accounts: March 31, 2001 - $428,000; December 31, 2000 - $424,000) 14,197,845 13,221,320 Inventories: Finished and work in process goods 1,930,450 1,745,653 Stores 1,936,557 1,898,465 ------------ ------------ Total inventories 3,867,007 3,644,118 Deferred tax asset 1,245,568 1,245,568 Prepaid expenses and other current assets 1,121,545 2,410,112 ------------ ------------ Total current assets 27,035,837 23,233,530 Property, plant and equipment 42,056,600 41,562,272 Accumulated depreciation (16,005,306) (15,509,218) ------------ ------------ Property, plant and equipment - net 26,051,294 26,053,054 Deferred tax asset - net 11,524,730 11,430,442 Mortgage-backed security investment 1,604,069 1,610,741 Other assets 444,309 457,294 ------------ ------------ TOTAL $ 66,660,239 $ 62,785,061 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Current liabilities Current portion long-term debt $ 335,000 $ 330,000 Accounts payable 7,904,807 5,266,017 Accrued liabilities: Compensation and related benefits 1,968,203 1,636,257 Interest 476,950 77,644 Taxes 877,608 654,255 Graduated lease payments 717,316 659,998 Other accrued liabilities 1,133,443 1,068,205 ------------ ------------ Total current liabilities 13,413,327 9,692,376 Long-term debt 26,285,150 26,370,150 Interest rate swap 281,897 -- Deferred long-term gain 2,348,882 2,462,271 Postretirement benefits liability 4,875,032 4,621,917 STOCKHOLDERS' EQUITY: Common stock - $0.01 par value, authorized shares - 20,000,000; Outstanding shares: March 31, 2001 - 9,778,680, December 31, 2000 - 9,778,680 97,787 97,787 Paid-in capital 19,251,392 19,251,392 Accumulated other comprehensive income (loss), net of income tax effect (186,052) -- Retained earnings 292,824 289,168 ------------ ------------ Total stockholders' equity 19,455,951 19,638,347 ------------ ------------ TOTAL $ 66,660,239 $ 62,785,061 ============ ============ See notes to financial statements. 2 3 CORE MATERIALS CORPORATION STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, ----------------------------- 2001 2000 ------------ ------------ NET SALES: International $ 9,986,041 $ 17,435,970 Yamaha 5,630,788 4,646,399 Other 3,482,456 3,830,287 ------------ ------------ Total Sales 19,099,285 25,912,656 ------------ ------------ Cost of Sales 16,428,104 21,160,263 Postretirement benefits expense 253,872 283,905 ------------ ------------ Total cost of sales 16,681,976 21,444,168 ------------ ------------ GROSS MARGIN 2,417,309 4,468,488 ------------ ------------ Selling, general and administrative expense 1,967,692 2,621,497 Postretirement benefits expense 59,550 54,077 ------------ ------------ Total selling, general and administrative 2,027,242 2,675,574 expense INCOME BEFORE INTEREST AND TAXES 390,067 1,792,914 Interest income 96,006 51,949 Interest expense (479,833) (441,784) ------------ ------------ INCOME BEFORE INCOME TAXES 6,240 1,403,079 Income taxes: Current 1,027 230,936 Deferred 1,557 350,080 ------------ ------------ Total income taxes 2,584 581,016 ------------ ------------ NET INCOME $ 3,656 $ 822,063 ============ ============ NET INCOME PER COMMON SHARE: Basic $ 0.00 $ 0.08 ============ ============ Diluted $ 0.00 $ 0.08 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 9,778,680 9,778,680 ============ ============ Diluted 9,778,680 9,778,680 ============ ============ See notes to financial statements 3 4 CORE MATERIALS CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
ACCUMULATED COMMON STOCK OTHER TOTAL OUTSTANDING PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) EQUITY --------- --------- ----------- -------- ------------- ------------- BALANCE AT JANUARY 1, 2001 9,778,680 $97,787 $19,251,392 $289,168 $ -- $19,638,347 To record the initial fair market (104,762) (104,762) value of the interest rate swap, net of deferred income tax benefit of $53,968 Net Income 3,656 3,656 To record the hedge accounting effect (81,290) (81,290) of the interest rate swap at March 31, 2001, net of deferred income tax benefit of $41,877 --------- ------- ----------- -------- --------- ----------- BALANCE AT MARCH 31, 2001 9,778,680 $97,787 $19,251,392 $292,824 $(186,052) $19,455,951 ========= ======= =========== ======== ========= ===========
See notes to financial statements. 4 5 CORE MATERIALS CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,656 $ 822,063 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 536,095 585,172 Deferred income taxes 1,557 350,080 Loss on disposal of assets 31,359 Amortization of gain on sale/leaseback transactions (113,388) (113,388) Change in operating assets and liabilities: Accounts receivable (976,525) (1,297,593) Inventories (222,889) 777,584 Prepaid and other assets 1,288,567 (254,297) Accounts payable 2,638,790 (1,085,882) Accrued and other liabilities 1,077,160 589,843 Postretirement benefits liability 253,115 257,133 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,517,497 630,715 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (572,509) (1,355,871) Proceeds from sale of property and equipment 19,800 Proceeds from maturities on mortgage-backed security investment 6,672 7,102 ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (546,037) (1,348,769) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of principal on industrial revenue bond (80,000) (75,000) ----------- ----------- NET CASH USED IN FINANCING ACTIVITIES (80,000) (75,000) NET INCREASE IN CASH 3,891,460 (793,054) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,712,412 1,128,868 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,603,872 $ 335,814 =========== =========== Cash paid for: Interest (net of amounts capitalized) $ 59,332 $ 835,798 =========== =========== Income taxes (refund) $ (39,544) $ (84,666) =========== =========== See notes to financial statements. 5 6 CORE MATERIALS CORPORATION NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10Q 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 financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of Core Materials Corporation ("Core Materials") at March 31, 2001, and the results of its operations and cash flows. The "Notes to Financial Statements", which are contained in the 2000 Annual Report to Shareholders, should be read in conjunction with these Financial Statements. Certain reclassifications have been made to prior year's amounts to conform to the classifications of such amounts for 2001. Core Materials operates in the plastics market, specifically in the production of high quality compression Sheet Molding Composite ("SMC") fiberglass reinforced plastics. Core Materials produces and sells both SMC compound and molded products for varied markets including the automotive and trucking industries, recreational vehicles and commercial and industrial 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 is computed similarly but include the effect of the exercise of stock options under the treasury stock method. In calculating net income per share for the three months ended March 31, 2001, and March 31, 2000, stock options had no effect on the weighted average shares for the computation of diluted income per share and consequently basic and diluted net income per share were the same. 3. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (FAS 133) In conjunction with the Industrial Revenue Bond, Core Materials entered into an interest rate swap agreement with a commercial bank in June 1998. Under this agreement, Core Materials pays a fixed rate of 4.89% to the bank and receives 76% of the 30-day commercial paper rate. The difference paid or received varies as short-term interest rates change and is accrued and recognized as an adjustment to interest expense. The swap term matches the payment schedule on the IRB with final maturity in April 2013. While Core Materials 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 Company adopted Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. The Company uses the interest rate swap to hedge the market interest rate fluctuations of its variable rate IRB. At January 1, 2001, the Company recorded the fair value of its interest rate swap agreement of $159,000 as a long-term liability and $105,000 (net of deferred income tax benefit of $54,000) to accumulated other comprehensive income (loss). At March 31, 2001, the Company increased the long-term liability by $123,000 to recognize the change in the fair market value of the interest rate swap agreement. $81,000 was recorded to accumulated other comprehensive income (loss), net of deferred income tax benefit of $42,000, on the same date to record the hedge accounting effect of the swap. For the three months ended March 31, 2001, the swap had no ineffectiveness. 6 7 PART I - FINANCIAL INFORMATION ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements under this caption constitute "forward-looking statements" which involve certain risks and uncertainties. Core Materials' actual results may differ significantly from those discussed in the forward-looking statements. Factors that may cause such a difference include, but are not limited to: business conditions in the plastics, transportation, recreation and consumer products industries, the general economy, competitive factors, the dependence on two major customers, the recent efforts of Core Materials to expand its customer base, new technologies, regulatory requirements, labor relations, the loss or inability to attract key personnel, the availability of capital and management's decisions to pursue new products or businesses which involve additional costs, risks or capital expenditures. OVERVIEW On December 31, 1996, Core Materials 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. Core Materials manufactures high quality compression SMC fiberglass reinforced parts. The demand for Core Materials' products is affected by economic conditions in the United States and Canada. Core Materials' manufacturing operations have a significant fixed cost component. Accordingly, during periods of changing demands, the profitability of Core Materials' operations may change proportionately more than revenues from operations. At the time of the acquisition of Columbus Plastics, International and Core Materials entered into a Comprehensive Supply Agreement with an initial term of five years. Under the terms of the Comprehensive Supply Agreement, Core Materials became the primary supplier of International's original equipment and service requirements for fiberglass reinforced parts using the SMC process. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001, AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2000 Net sales for the three months ended March 31, 2001, totaled $19,099,000 representing an approximate 26% decrease from the $25,913,000 reported for the three months ended March 31, 2000. Sales to International decreased to $9,986,000 from $17,436,000 for the three months ended March 31, 2000. The primary reason for the decrease was lower demand from International resulting from an industry wide general decline in truck orders. Sales to Yamaha increased for the three months ended March 31, 2001, by approximately 21% to $5,631,000 compared with $4,646,000 for the three months ended March 31, 2001. The increase in Yamaha sales was primarily due to an overall increase in demand from Yamaha for Core Materials' products. Sales to other customers for the three months ended March 31, 2001, decreased approximately 9% to $3,482,000 from $3,830,000 for the three months ended March 31, 2000. The decrease in sales was primarily the result of Core Materials discontinuing its business relationship with Caradon Doors and Windows, Peachtree Division in 2000. For the three months ending March 31, 2000, sales to Caradon were $483,000. The Company also saw its relationship with Lear Corporation begin in the first quarter of 2001. Sales to Lear Corporation totaled $327,000 for the quarter. Partially offsetting this gain in sales were decreases in sales to Volvo Trucks North America of $102,000 and sales of SMC to various third-party customers of $157,000. 7 8 Gross Margin was approximately 13.0% of sales for the three months ended March 31, 2001, compared with 17.0% for the three months ended March 31, 2000. The decrease in gross margin, as a percent of sales from the prior year, was primarily due to fixed costs associated with excess capacity and production inefficiencies associated with the reduced order flow. Additionally, the Company experienced higher energy costs resulting from an increase in natural gas prices. Selling, general and administrative expenses ("SG&A") totaled $2,027,000 for the three months ended March 31, 2001, decreasing from $2,676,000 for the three months ended March 31, 2000. The decrease from 2000 was due to lower salary and benefit costs, primarily due to a reduction in personnel, and due to reductions in professional fees, outside services, travel and other expenses resulting from cost containment activities and declining volumes. Interest expense totaled $480,000 for the three months ended March 31, 2001, increasing from $442,000 for the three months ended March 31, 2000. The increase in interest expense from 2000 was primarily due to interest expense being reduced in 2000 by a higher amount of capitalized interest associated with assets being constructed. Interest income totaled $96,000 for the three months ended March 31, 2001, increasing from $52,000 for the three months ended March 31, 2000. Income taxes/(benefit) for the three months ended March 31, 2001, are estimated to be approximately 41% of total earnings before taxes. Actual tax payments will be lower than the recorded expenses as Core Materials has substantial federal tax loss carryforwards. These loss carryforwards were recorded as a deferred tax asset. As the tax loss carryforwards are utilized to offset federal income tax payments, Core Materials reduces the deferred tax asset as opposed to recording a reduction in income tax expense. Projected future income tax payments related to income earned for the three months ended March 31, 2001, are estimated to be approximately $1,000, which reflects federal alternative minimum, state and local taxes. Net income for the three months ended March 31, 2001, was $4,000, or $.00 per basic and diluted share, representing an decrease of $818,000 over the net income for the three months ended March 31, 2000, of $822,000, or $.08 per basic and diluted share. The Company has approximately $18 million of operating tax loss carryforwards that are available to offset income taxes on future earnings. These tax loss carryforwards do not begin to expire until the year 2007. If the benefit of Core Materials' operating tax loss carryforwards were recorded as a reduction in income tax expense, which is reflective of the actual cash treatment, net income for the three months ended March 31, 2001, would increase by $1,000, or $.00 per diluted share, to a total of $5,000, or $.00 per diluted share. The comparable 2000 net income would increase by $350,000, or $.04 per diluted share, to a total of $1,172,000, or $.12 per diluted share. LIQUIDITY AND CAPITAL RESOURCES Core Materials' primary cash requirements are for operating expenses and capital expenditures. These cash requirements have historically been met through a combination of cash flow from operations, equipment leasing, issuance of Industrial Revenue Bonds and bank lines of credit. Cash provided by operations for the three months ended March 31, 2001, totaled $4,517,000. Adding positive cash flow was an increase in accounts payable of $2,639,000, primarily related to timing effects. Also increasing cash flow was a decrease in prepaid and other assets of $1,289,000 due to the collection of the outstanding receivable relating to the sale-leaseback transaction, which occurred at the end of 2000. In addition, accrued and other liabilities added $1,077,000 in positive cash flow, which was primarily due to increases in the accruals for interest charges on the long-term debt to International and employee benefit accruals, which will be paid in the future. Finally, depreciation and amortization provided $536,000 in positive cash flow. Decreasing the operating cash flow was an increase in accounts receivable of $977,000, which was primarily due to the increased volume in sales in the first quarter of 2001 compared to the volume in the fourth quarter of 2000. Also decreasing the operating cash flow was an increase in inventory of $223,000 due to the production ramp up for the new product launches. Investing activities negatively affected cash flow by $546,000 for the three months ended March 31, 2001. Capital expenditures totaled $573,000, which was primarily related to the acquisition of machinery and equipment. Offsetting these expenditures were proceeds from the sale of certain pieces of equipment for $20,000, and proceeds from maturities on the Company's mortgage-backed security investment of $7,000. 8 9 Financing activities reduced cash flow by $80,000 due to principal repayments on the $7,500,000 Industrial Revenue Bond that was issued in 1998. At March 31, 2001, Core Materials had cash on hand of $6,604,000 and an available line of credit of $7,500,000. As of March 31, 2001, Core Materials was in compliance of all three of its financial debt covenants for its line of credit, its letter of credit securing the Industrial Revenue Bond and certain equipment leases. The covenants relate to maintaining certain financial ratios. Management expects Core Materials to meet these covenants for the remainder of 2001. However, if a material adverse change in the financial position of Core Materials should occur, Core Materials' liquidity and ability to obtain further financing to fund future operating and capital requirements could be negatively impacted. 9 10 PART I - FINANCIAL INFORMATION ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Core Materials' primary market risk results from fluctuations in interest rates. Core Materials is also exposed to changes in the price of commodities used in its manufacturing operations. The Company does not hold any material market risk sensitive instruments for trading purposes. Core Materials has the following three items that are sensitive to a change in interest rates: (1) Long-term debt consisting of an Industrial Revenue Bond ("IRB") with a balance at March 31, 2001, of $6,700,000. Interest is variable and is computed weekly; the average interest rate charged for the three months ended March 31, 2001, was 3.6%, and the maximum interest rate that may be charged at any time over the life of the IRB is 10%. In order to minimize the effect of the interest rate fluctuation, Core Materials has entered into an interest rate swap arrangement under which Core Materials pays a fixed rate of 4.89% to a bank and receives 76% of the 30 day commercial paper rate; (2) Long-term Secured Note Payable with a balance as of March 31, 2001, of $19,920,000 that bears interest at a fixed annual rate of 8%; (3) 7% mortgage-backed security which matures in November 2025. Such security is recorded at cost and is considered held to maturity as Core Materials has the intent and ability to hold such security to maturity; and (4) Revolving line of credit which bears interest at LIBOR plus three and one-half percent or prime plus one-half percent as elected by Core Materials through March 31, 2001. Effective April 1, 2001 until maturity, the rate is LIBOR plus three and one-quarter percent or prime plus one-quarter percent. Assuming a hypothetical 20% change in short-term interest rates in both the three month periods ended March 31, 2001, and 2000, interest expense would not change significantly, as the interest rate swap agreement would generally offset the impact. 10 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN 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 for the three months ended March 31, 2001. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits: See Index to Exhibits REPORTS ON FORM 8-K: On March 8, 2001, Core Materials Corporation filed Form 8-K, which disclosed the fact that the Company had announced through a press release that it was downwardly adjusting its annual sales forecast for the year 2001. The press release detailing this information was filed as an exhibit along with the Form 8-K. 11 12 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 MATERIALS CORPORATION Date: May 14, 2001 By: /s/ James L. Simonton ------------ ----------------------------- James L. Simonton President, Chief Executive Officer and Director Date: May 14, 2001 By: /s/ Kevin L. Barnett ------------ ------------------------------ Kevin L. Barnett Vice President, Treasurer, Secretary, and Chief Financial Officer 12 13 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION LOCATION 2(a)(1) Asset Purchase Agreement Incorporated by reference to Dated as of September 12, 1996, Exhibit 2-A to Registration As amended October 31, 1996, Statement on Form S-4 between Navistar International Transportation (Registration No. 333-15809) Corporation and RYMAC Mortgage Investment Corporation(1) 2(a)(2) Second Amendment to Asset Purchase Incorporated by reference to Agreement dated December 16, 1996(1) Exhibit 2.1.1 to Annual Report on Form 10-K for the year-ended December 31, 1996 2(b)(1) Agreement and Plan of Merger dated as of Incorporated by reference to November 1, 1996, between Core Materials Exhibit 2-B to Registration Corporation and RYMAC Mortgage Investment Statement on Form S-4 Corporation (Registration No. 333-15809) 2(b)(2) First Amendment to Agreement and Plan Incorporated by Reference to of Merger dated as of December 27, 1996 Exhibit 2(b)(2) to Annual Between Core Materials Corporation and RYMAC Report on Form 10-K for the Mortgage Investment Corporation year ended December 31, 1997 3(a)(1) Certificate of Incorporation of Incorporated by reference to Core Materials Corporation Exhibit 4(a) to Registration As filed with the Secretary of Statement on Form S-8 State of Delaware on October 8, 1996 (Registration No. 333-29203) 3(a)(2) Certificate of Amendment of Incorporated by reference to Certificate of Incorporation Exhibit 4(b) to Registration of Core Materials Corporation Statement on Form S-8 as filed with the Secretary of State (Registration No. 333-29203) of Delaware on November 6, 1996 3(a)(3) Certificate of Incorporation of Core Incorporated by reference to Materials Corporation, reflecting Exhibit 4(c) to Registration Amendments through November 6, Statement on Form S-8 1996 [for purposes of compliance (Registration No. 333-29203) with Securities and Exchange Commission filing requirements only] 3(b) By-Laws of Core Materials Corporation 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 Materials Incorporated by reference to Corporation as filed with the Secretary of State Exhibit 4(a) to Registration of Delaware on October 8, 1996 Statement on Form S-8 (Registration No. 333-29203)
13 14
EXHIBIT NO. DESCRIPTION LOCATION - ----------- ----------- -------- 4(a)(2) Certificate of Amendment of Certificate Incorporated by reference to of Incorporation of Core Materials Exhibit 4(b) to Registration Corporation as filed with the Secretary of Statement on Form S-8 State of Delaware on November 6, 1996 (Registration No. 333-29203) 4(a)(3) Certificate of Incorporation of Core Materials Incorporated by reference to Corporation, reflecting amendments through Exhibit 4(c) to Registration November 6, 1996 [for purposes of compliance Statement on Form S-8 with Securities and Exchange Commission (Registration No. 333-29203) filing requirements only] 4(b) By-Laws of Core Materials Corporation 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
(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 Materials Corporation will provide any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 14 -----END PRIVACY-ENHANCED MESSAGE-----