-----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, C3/Xd8afi6Ppc/CYhFIpEgA92rl88t3NMWTyC3Tz1+2KvIgpsLjPxR1HOy4hXQS0 nkVcLPbXa9mBR+0GpzDbzA== 0000950152-03-010455.txt : 20031222 0000950152-03-010455.hdr.sgml : 20031222 20031222171354 ACCESSION NUMBER: 0000950152-03-010455 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE MOLDING TECHNOLOGIES INC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12505 FILM NUMBER: 031068264 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 FORMER COMPANY: FORMER CONFORMED NAME: CORE MATERIALS CORP DATE OF NAME CHANGE: 19961107 10-Q/A 1 l04722ae10vqza.txt CORE MOLDING TECHNOLOGIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 --------------------------
OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from To --------------------- ------------------ Commission File Number 001-12505 CORE MOLDING TECHNOLOGIES, INC. - ------------------------------------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 31-1481870 - ------------------------------------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer 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 [ X ] NO [ ] Indicate by check mark whether the registrant is an accelerated filer as defined by Rule 12b-2 of the Exchange Act. Yes [ ] NO [ X ] As of November 13, 2003, the latest practicable date, 9,778,680 shares of the registrant's common shares were issued and outstanding. EXPLANATORY NOTE Core Molding Technologies, Inc. is amending its Form 10-Q for the quarterly period ended September 30, 2003 (the "Form 10-Q"), to correct certain amounts in Part 1, Item 1 [Financial Statements] of its Form 10-Q filed with the Securities and Exchange Commission on November 13, 2003. Specifically, this Amendment No. 1 corrects the following typographical errors in the Consolidated Balance Sheets for September 30, 2003 and December 31, 2002:
Amount as previously reported in Correct amount, as reported in this Core Molding Technologies, Inc.'s Amendment No. 1 to Core Molding Form 10-Q filed Technologies, Inc.'s November 13, 2003 Form 10-Q ---------------- --------- Accrued liabilities - Interest for December 31, 2002 - 92,844 Accrued liabilities - Other for December 31, 2002 - 224,092 Accrued liabilities - Other for September 30, 2003 224,092 495,172
The corrections contained in this Amendment No. 1 do not result in any changes to the total assets, total current liabilities, or total Stockholders' equity in the Consolidated Balance Sheets for September 30, 2003 and December 31, 2002. This Amendment No. 1 amends only the items of the Form 10-Q specified and does not otherwise update the disclosures in the Form 10-Q as originally filed and does not reflect events occurring after the original filing of the Form 10-Q. 2 PART 1 - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 2003 2002 ------------------ ------------------ (UNAUDITED) ASSETS Cash and cash equivalents $ 10,079,215 $ 8,976,059 Accounts receivable (less allowance for doubtful accounts: September 30, 2003 - $533,000; December 31, 2002 - $543,000) 13,784,784 11,281,060 Inventories: Finished and work in process goods 2,721,369 2,391,077 Stores 2,910,926 2,042,535 ------------------ ------------------ Total inventories 5,632,295 4,433,612 Deferred tax asset 1,151,158 1,151,158 Prepaid expenses and other current assets 2,310,279 2,218,900 ------------------ ------------------ Total current assets 32,957,731 28,060,789 Property, plant and equipment 44,129,020 43,001,396 Accumulated depreciation (20,473,218) (18,970,136) ------------------ ------------------ Property, plant and equipment - net 23,655,802 24,031,260 Deferred tax asset - net 9,933,142 10,746,223 Goodwill 1,097,433 1,097,433 Other assets 404,634 448,008 ------------------ ------------------ TOTAL $ 68,048,742 $ 64,383,713 ================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Current liabilities Accounts payable $ 8,263,273 $ 5,114,655 Current portion long-term debt 2,210,000 2,251,000 Current portion deferred long-term gain 453,555 453,555 Current portion graduated lease payments 229,269 188,219 Accrued liabilities: Compensation and related benefits 2,914,018 2,706,272 Interest 450,743 92,844 Taxes 621,270 819,621 Professional fees 94,540 300,796 Other accrued liabilities 495,172 224,092 ------------------ ------------------ Total current liabilities 15,731,840 12,151,054 Long-term debt 21,654,288 23,764,150 Interest rate swap 703,927 773,434 Graduated lease payments 772,933 903,835 Deferred long-term gain 1,214,996 1,555,162 Postretirement benefits liability 6,951,915 5,961,915 STOCKHOLDERS' EQUITY: Common stock - $0.01 par value, authorized shares - 20,000,000; 97,787 97,787 Outstanding shares: September 30, 2003 and December 31, 2002 - 9,778,680 Paid-in capital 19,251,392 19,251,392 Accumulated other comprehensive loss, net of income tax effect (464,592) (510,466) Retained earnings 2,134,256 435,450 ------------------ ------------------ Total stockholders' equity 21,018,843 19,274,163 ------------------ ------------------ TOTAL $ 68,048,742 $ 64,383,713 ================== ================== See notes to consolidated financial statements
3 CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------------------- --------------------------------- 2003 2002 2003 2002 ---------------- -------------- -------------- --------------- NET SALES: Products $19,290,263 $20,925,901 $59,328,214 $ 62,665,005 Tooling 44,542 2,472,975 10,690,813 8,411,760 ---------------- -------------- -------------- --------------- Total Sales 19,334,805 23,398,876 70,019,027 71,076,765 ---------------- -------------- -------------- --------------- Cost of Sales 16,167,272 19,769,586 57,669,744 59,390,296 Postretirement benefits expense 363,841 322,025 1,087,279 828,098 ---------------- -------------- -------------- --------------- Total cost of sales 16,531,113 20,091,611 58,757,023 60,218,394 ---------------- -------------- -------------- --------------- GROSS MARGIN 2,803,692 3,307,265 11,262,004 10,858,371 ---------------- -------------- -------------- --------------- Selling, general and administrative expense 2,213,283 2,374,113 6,916,493 6,840,888 Postretirement benefits expense 96,717 80,506 259,105 203,074 ---------------- -------------- -------------- --------------- Total selling, general and administrative 2,310,000 2,454,619 7,175,598 7,043,962 expense Other Income - 500,000 - 500,000 INCOME BEFORE INTEREST AND TAXES 493,692 1,352,646 4,086,406 4,314,409 Interest income 17,940 34,829 62,785 105,385 Interest expense (429,681) (509,434) (1,365,488) (1,517,623) ---------------- -------------- -------------- --------------- INCOME BEFORE INCOME TAXES 81,951 878,041 2,783,703 2,902,171 Income taxes: Current 57,979 269,483 295,449 760,009 Deferred (32,115) 123,092 789,448 416,152 ---------------- -------------- -------------- --------------- Total income taxes 25,864 392,575 1,084,897 1,176,161 ---------------- -------------- -------------- --------------- NET INCOME $ 56,087 $ 485,466 $1,698,806 $ 1,726,010 ================ ============== ============== =============== NET INCOME PER COMMON SHARE: Basic and diluted $ 0.01 $ 0.05 $ 0.17 $ 0.18 ================ ============== ============== =============== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic and diluted 9,778,680 9,778,680 9,778,680 9,778,680 ================ ============== ============== ===============
See notes to consolidated financial statements 4 CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
COMMON STOCK ACCUMULATED OUTSTANDING OTHER TOTAL PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) EQUITY ------------- ------------ -------------- --------------- ------------------- ---------------- BALANCE AT JANUARY 1, 2003 9,778,680 $ 97,787 $ 19,251,392 $ 435,450 $ (510,466) $ 19,274,163 Net Income 1,698,806 1,698,806 Hedge accounting effect of the interest rate swap at September 30, 2003, net of deferred income tax expense of $23,632. 45,874 45,874 ------------- ------------ -------------- --------------- ------------------- ---------------- BALANCE AT SEPTEMBER 30, 2003 9,778,680 $97,787 $ 19,251,392 $ 2,134,256 $ (464,592) $ 21,018,843 ============= ============ ============== =============== =================== ================ See notes to consolidated financial statements.
5
CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2003 2002 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,698,806 $ 1,726,010 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,601,695 1,563,156 Deferred income taxes 789,448 416,152 Loss on disposal of assets 27,298 20,280 Amortization of gain on sale/leaseback transactions (340,166) (340,165) Loss/(gain) on translation of foreign currency financial statements 89,378 (42,008) Change in operating assets and liabilities: Accounts receivable (2,503,724) (3,743,134) Inventories (1,198,683) (405,846) Prepaid and other assets (91,379) 592,704 Accounts payable 3,148,619 2,936,395 Accrued and other liabilities 342,266 791,931 Postretirement benefits liability 990,000 658,000 ------------------ ------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 4,553,558 4,173,475 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (1,303,960) (431,075) Proceeds from maturities on mortgage-backed security investment 4,420 823,199 ------------------ ------------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,299,540) 392,124 CASH FLOWS FROM FINANCING ACTIVITIES: Payments of principal on secured note payable (1,860,862) - Payment of principal on industrial revenue bond (290,000) (265,000) ------------------ ------------------ NET CASH USED IN FINANCING ACTIVITIES (2,150,862) (265,000) NET INCREASE IN CASH 1,103,156 4,300,599 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,976,059 3,194,156 ------------------ ------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,079,215 $ 7,494,755 ================== ================== Cash paid for: Interest (net of amounts capitalized) $ 988,123 $ 1,040,782 ================== ================== Income taxes (refund) $ (173,907) $ (3,302) ================== ==================
See notes to consolidated financial statements. 6 CORE MOLDING TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. PRESENTATION The accompanying unaudited consolidated 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 consolidated financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of Core Molding Technologies, Inc. and its subsidiaries ("Core Molding Technologies") at September 30, 2003, and the results of their operations and cash flows. The "Consolidated Notes to Financial Statements", which are contained in the 2002 Annual Report to Shareholders, should be read in conjunction with these Consolidated Financial Statements. Certain reclassifications have been made to prior year's amounts to conform to the classifications of such amounts for 2003. 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. The Columbus, Ohio and Gaffney, South Carolina facilities produce reinforced plastics by compression molding sheet molding compound ("SMC") in a closed mold process. The Matamoros, Mexico facility produces reinforced plastic products by spray-up and hand-lay-up open mold processes and vacuum assisted resin infused ("VRIM") closed mold process. 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 and nine months ended September 30, 2003, and September 30, 2002, 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. MAIN CUSTOMERS Core Molding Technologies currently has four major customers, International Truck & Engine Corporation ("International"), Yamaha Motor Corporation ("Yamaha"), Lear Corporation ("Lear"), and Freightliner, LLC ("Freightliner"). The following table presents net sales for the above-mentioned customers for the three and nine months ended September 30, 2003 and September 30, 2002:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------------------- --------------------------------- 2003 2002 2003 2002 --------------- --------------- -------------- --------------- International $10,018,394 $13,261,374 $39,887,015 $ 35,583,654 Yamaha 2,601,340 1,895,227 10,235,319 10,385,509 Lear 1,912,379 2,434,563 6,375,986 6,515,008 Freightliner 2,463,959 3,430,324 6,886,719 7,799,613 --------------- --------------- -------------- --------------- Subtotal $16,996,072 $21,021,488 $63,385,039 $60,283,784 Other 2,338,733 2,377,388 6,633,988 10,792,981 --------------- --------------- -------------- --------------- Total $19,334,805 $23,398,876 $70,019,027 $71,076,765 =============== =============== ============== ===============
7 4. COMPREHENSIVE INCOME Comprehensive income represents net income plus the results of certain non-shareowners' equity changes not reflected in the Statement of Income. The components of comprehensive income, net of tax, are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------------------- --------------------------------- 2003 2002 2003 2002 --------------- -------------- --------------- -------------- Net income $ 56,087 $ 485,466 $1,698,806 $ 1,726,010 Hedge accounting effect of the interest rate swap, net of tax effect of $45,207 expense and $100,743 benefit for the three months ending September 30, respectively; and $23,632 tax expense and $136,999 tax benefit for the nine months ending September 30, respectively. 87,754 (195,035) 45,874 (265,936) --------------- -------------- --------------- -------------- Comprehensive income $ 143,841 $ 290,431 $1,744,680 $1,460,074 =============== ============== =============== ==============
5. STOCK-BASED COMPENSATION Core Molding Technologies accounts for its stock option plans in accordance with APB Opinion No. 25, under which no compensation cost has been recognized. Had compensation cost for all stock option plans been determined consistent with SFAS No. 123, "Accounting for Stock Based Compensation," Core Molding Technologies' net income and earnings per common share would have resulted in the amounts as reported below.
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------------------- --------------------------------- 2003 2002 2003 2002 --------------- -------------- --------------- -------------- Net income as reported $ 56,087 $ 485,466 $1,698,806 $1,726,010 Deduct: Total stock-based employee compensation income/(expense) determined under fair value based method for all awards, net of related 1,224,460 (19,958) 1,070,893 (176,166) tax effects --------------- -------------- --------------- -------------- Pro forma net income $ 1,280,547 $ 465,508 $2,769,699 $ 1,549,844 =============== ============== =============== ============== Earnings per share: Basic and diluted-as reported $ 0.01 $ 0.05 $ 0.17 $ 0.18 Basic and diluted-pro forma $ 0.13 $ 0.05 $ 0.28 $ 0.16
The pro forma amounts are not representative of the effects on reported net earnings or earnings per common share for future years. Pro forma income from stock based compensation results from the cancellation of stock options described below. On August 4, 2003, Core Molding Technologies reported the results of its recent tender offer regarding the outstanding stock options granted to its employees. Of the 1,171,500 stock options outstanding, 978,000 options were tendered for cancellation. Core Molding Technologies has stated that it intends to issue 929,100 new options, representing 95% of the tendered options, on or after February 2, 2004, at the greater of $1.70 per share or the market price per share on the day of issuance. 8 6. NEW ACCOUNTING PRONOUNCEMENTS In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 clarifies the requirements of Statement of Financial Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," relating to the guarantor's accounting for and disclosures of certain guarantees issued. The initial recognition and measurement provisions of the interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements of the interpretation were effective for financial statements of interim or annual periods ending after December 15, 2002. The provisions of FIN 45 did not have a material impact on Core Molding Technologies' financial condition or results of operations. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." This interpretation addresses consolidation requirements of certain off balance sheet entities. The provisions of this interpretation are effective for years beginning after December 15, 2003. The provisions of FIN 46 are not expected to have a material impact on Core Molding Technologies' financial condition or results of operations. In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies accounting and reporting for certain derivative instruments. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003, and is to be applied prospectively. Core Molding Technologies has adopted SFAS No. 149 and its adoption did not have a material impact on the consolidated financial statements of Core Molding Technologies. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on Core Molding Technologies' consolidated financial statements. 9 PART I - FINANCIAL INFORMATION ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance as opposed to historical items and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements involve known and unknown risks and are subject to uncertainties and factors relating to Core Molding Technologies' operations and business environment, all of which are difficult to predict and many of which are beyond Core Molding Technologies' control. These uncertainties and factors could cause Core Molding Technologies' actual results to differ materially from those matters expressed in or implied by such forward-looking statements. Core Molding Technologies believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made in this quarterly report: business conditions in the plastics, transportation, watercraft and commercial product industries; general economic conditions in the markets in which Core Molding Technologies operates; dependence upon four major customers as the primary source of Core Molding Technologies' sales revenues; recent efforts of Core Molding Technologies to expand its customer base; failure of Core Molding Technologies' suppliers to perform their contractual obligations; new technologies; competitive and regulatory matters; labor relations; the loss or inability of Core Molding Technologies to attract key personnel; the availability of capital; the ability of Core Molding Technologies to provide on-time delivery to customers, which may require additional shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of cancellation or rescheduling of orders; and management's decision to pursue new products or businesses which involve additional costs, risks or capital expenditures. OVERVIEW Core Molding Technologies is a compounder of sheet molding composite ("SMC") and molder of fiberglass reinforced plastics. Core Molding Technologies produces high quality fiberglass reinforced molded products and SMC materials for varied markets, including medium and heavy-duty trucks, automobiles, personal watercraft and other commercial products. The demand for Core Molding Technologies' products is affected by economic conditions in the United States, Canada and Mexico. Core Molding Technologies' manufacturing operations have a significant fixed cost component. Accordingly, during periods of changing demands, the profitability of Core Molding Technologies' operations may change proportionately more than revenues from operations. On December 31, 1996, Core Molding Technologies acquired substantially all of the assets and assumed certain liabilities of Columbus Plastics, a wholly owned operating unit of International Truck & Engine Corporation's ("International") truck manufacturing division since its formation in late 1980. Columbus Plastics, located in Columbus, Ohio, was a compounder and compression molder of SMC. In 1998 Core Molding Technologies began compression molding operations at its second facility in Gaffney, South Carolina, and in October 2001, Core Molding Technologies acquired certain assets of Airshield Corporation. As a result of this acquisition, Core Molding Technologies expanded its fiberglass molding capabilities to include the spray up, hand-lay-up and vacuum assisted resin infusion molding processes in Matamoros, Mexico. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2003, AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2002 Net sales for the three months ended September 30, 2003, totaled $19,335,000 representing an approximate 17% decrease from the $23,399,000 reported for the three months ended September 30, 2002. The primary reason for the decrease in sales was due to a reduction in completed tooling projects and lower product sales to truck original equipment manufacturers. Revenue from tooling projects totaled $45,000 for the three months ended September 30, 2003. Tooling project revenues for the three months ended September 30, 2002, totaled $2,473,000. Tooling project revenues are sporadic in nature and do not represent a recurring trend. Tooling project revenues 10 represented the primary reason for the decrease in sales to International for the three months ended September 30, 2003, as compared to the three months ended September 30, 2002. Total product sales revenue, excluding tooling project revenue, was lower by approximately 8% for the three months ended September 30, 2003, as compared to September 30, 2002. The primary reason for this decrease was due to the negative impact general economic conditions have had on the demand for medium and heavy-duty trucks. Sales to Yamaha increased by $706,000 for the three months ended September 30, 2003, compared to the same time period last year. The primary reason for this increase was due to an increase in purchases of SMC by Yamaha. Gross Margin was approximately 14.5% of sales for the three months ended September 30, 2003, compared with 14.1% for the three months ended September 30, 2002. Improvements in material usage, labor efficiency and repairs and maintenance spending were offset by increased healthcare benefits, natural gas pricing, sales price adjustments and the impact of lower product sales volumes. In October 2003, Core Molding Technologies incurred unplanned premium freight expenses in order to provide on-time delivery to one of its customers. The circumstances, which related to a secondary supply system, were temporary in nature and have been resolved. The premium freight expenses incurred will have an adverse effect on gross margin and earnings of approximately $0.03 per share in the fourth quarter of 2003. Despite these circumstances, the Company anticipates that the fourth quarter 2003 will still be profitable. Selling, general and administrative expenses ("SG&A") totaled $2,310,000 for the three months ended September 30, 2003, decreasing from $2,455,000 for the three months ended September 30, 2002. The primary reasons for this decrease were due to decreases in profit sharing accruals and real estate and property taxes. These decreases were partially offset by increases in Core Molding Technologies' insurance costs. Interest expense totaled $430,000 for the three months ended September 30, 2003, decreasing from $509,000 for the three months ended September 30, 2002. The primary reason for the decrease was due to the principal payment made on the secured note payable due to International Truck and Engine Corporation (see Note 6 in the 2002 Annual Report to Shareholders). Interest rates for the industrial revenue bond were favorable; however, due to the interest rate swap, the interest rate is essentially fixed for this debt instrument. Income taxes for the three months ended September 30, 2003, are estimated to be approximately 32% of total earnings before taxes. The lower rate is a result of a foreign tax adjustment recorded in the quarter and does not represent a change in Core Molding Technologies' effective tax rate, which is estimated to be 39%. Actual tax payments will be lower than the recorded expenses as Core Molding Technologies 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 Molding Technologies reduces the deferred tax asset as opposed to recording a reduction in income tax expense. Net income for the three months ended September 30, 2003, was $56,000, or $.01 per basic and diluted share, representing a decrease of $429,000 as compared to the net income for the three months ended September 30, 2002, of $485,000, or $.05 per basic and diluted share. NINE MONTHS ENDED SEPTEMBER 30, 2003, AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002 Net sales for the nine months ended September 30, 2003, totaled $70,019,000 representing an approximate 1% decrease from the $71,077,000 reported for the nine months ended September 30, 2002. Total product sales revenue, excluding tooling project revenue, was lower by approximately 5% for the nine months ended September 30, 2003, as compared to September 30, 2002. The primary reason for this decrease was due to the negative impact general economic conditions have had on the demand for medium and heavy-duty trucks. Also contributing to the decrease were price adjustments given to certain customers. Revenue from tooling projects totaled $10,691,000 for the nine months ended September 30, 2003. Tooling project revenues for the nine months ended September 30, 2002, totaled $8,412,000. Tooling project revenues represented the primary reason for the increase in sales to International. Tooling project revenues are sporadic in nature and do not represent a recurring trend. Sales to customers other than the four major customers for the nine months ended September 30, 2003, decreased approximately 39% to $6,634,000 from $10,793,000 for the nine months ended September 30, 2002. The decrease in sales was primarily due to revenue from completed tooling projects from other customers being less for the nine months ended September 30, 2003, as compared to the nine months ended September 30, 2002. Gross Margin was approximately 16.0% of sales for the nine months ended September 30, 2003, compared with 15.3% for the nine months ended September 30, 2002. The increase in gross margin, as a percentage of sales 11 from the prior year, was primarily due to improvements in material usage and labor efficiency, which were largely offset by increases in employee benefit programs, most notably healthcare costs and postretirement healthcare and higher energy cost, specifically natural gas pricing. In October 2003, Core Molding Technologies incurred unplanned premium freight expenses in order to provide on-time delivery to one of its customers. The circumstances, which related to a secondary supply system, were temporary in nature and have been resolved. The premium freight expenses incurred will have an adverse effect on gross margin and earnings of approximately $0.03 per share in the fourth quarter of 2003. Despite these circumstances, the Company anticipates that the fourth quarter 2003 will still be profitable. Selling, general and administrative expenses ("SG&A") totaled $7,176,000 for the nine months ended September 30, 2003, increasing from $7,044,000 for the nine months ended September 30, 2002. The primary reasons for this increase were largely due to increases in insurance costs. Interest expense totaled $1,365,000 for the nine months ended September 30, 2003, decreasing from $1,518,000 for the nine months ended September 30, 2002. The primary reason for the decrease was due to the principal payment made on the secured note payable due to International (see Note 6 in the 2002 Annual Report to Shareholders). Interest rates for the industrial revenue bond were favorable; however, due to the interest rate swap, the interest rate is essentially fixed for this debt instrument. Income taxes for the nine months ended September 30, 2003, are estimated to be approximately 39% of total earnings before taxes. Actual tax payments will be lower than the recorded expenses as Core Molding Technologies 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 Molding Technologies reduces the deferred tax asset as opposed to recording a reduction in income tax expense. Net income for the nine months ended September 30, 2003, was $1,699,000, or $.17 per basic and diluted share, representing a decrease of $27,000 as compared to the net income for the nine months ended September 30, 2002, of $1,726,000, or $.18 per basic and diluted share. LIQUIDITY AND CAPITAL RESOURCES Core Molding Technologies' primary cash requirements are for operating expenses, debt service and capital expenditures. These cash requirements have historically been met through a combination of cash flow from operations, equipment leasing, issuance of Industrial Revenue Bonds and bank lines of credit. Cash provided by operations for the nine months ended September 30, 2003, totaled $4,554,000. Net income increased operating cash flows by $1,699,000. Non-cash deductions included depreciation and amortization of $1,602,000, an increase of accrued interest payable of $358,000 and an increase in the postretirement healthcare benefits liability of $990,000. The postretirement healthcare accrual will continue to increase until retirees begin to utilize their retirement medical benefits. A decrease in deferred income taxes also had a positive impact on operating cash flows of $789,000, which is a result of Core Molding Technologies' net operating loss carryforwards reducing current year tax obligations. Partially offsetting the above mentioned increases in operating cash flows were increases in accounts receivable of $2,504,000 and inventories of $1,199,000. Investing activities decreased cash flow by $1,300,000 for the nine months ended September 30, 2003. Capital expenditures totaled $1,304,000, which was primarily related to the acquisition of machinery and equipment. Core Molding Technologies anticipates spending an additional $500,000 for the remainder of the year for capital projects. Financing activities reduced cash flow by $2,151,000 due to principal repayments on the secured note payable due to International Truck and Engine of $1,861,000 and for the regularly scheduled payment on the Industrial Revenue Bond of $290,000. At September 30, 2003, Core Molding Technologies had cash on hand of $10,079,000 and an available line of credit of $7,500,000, which is scheduled to mature on April 30, 2004. As of September 30, 2003, Core Molding Technologies was in compliance of all three of its financial debt covenants for the Line of Credit and letter of credit securing the Industrial Revenue Bond and certain equipment leases. The covenants relate to maintaining certain financial ratios. Management expects Core Molding Technologies to meet these covenants for the year 2003. However, if a material adverse change in the financial position of Core Molding Technologies should occur, Core 12 Molding Technologies' liquidity and ability to obtain further financing to fund future operating and capital requirements could be negatively impacted. Core Molding Technologies does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity or capital expenditures. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's Discussion and Analysis of Financial Condition and Results of Operations discusses Core Molding Technologies' consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to accounts receivable, inventories, goodwill and long-lived assets, 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 had recorded an allowance for doubtful accounts of $533,000 at September 30, 2003, and $543,000 at December 31, 2002. Management also records estimates for customer returns, deductions and price adjustments. Should customer returns, deductions and price adjustments fluctuate from the estimated amounts, additional allowances may be required. Core Molding Technologies had recorded an allowance for these chargebacks of $693,000 at September 30, 2003, and $473,000 at December 31, 2002. Inventories: Management identifies slow moving or obsolete inventories and estimates appropriate loss provisions related to these inventories. Historically, these loss provisions have not been significant. Should actual results differ from these estimates, additional provisions may be required. Core Molding Technologies had recorded an allowance for slow moving and obsolete inventory of $393,000 at September 30, 2003, and $278,000 at December 31, 2002. Goodwill and Long-Lived Assets: Management evaluates whether impairment exists for goodwill and long-lived assets. Should actual results differ from the assumptions used to determine the implied value of goodwill, an impairment may be required. In particular, decreases in future cash flows from operations below the assumptions could have an adverse affect on Core Molding Technologies' operations. Core Molding Technologies has not recorded any impairment to goodwill or long-lived assets for the nine months ended September 30, 2003 or the year ended December 31, 2002. Postretirement benefits: Management records an accrual for post retirement costs associated with the Company sponsored health care plan for certain employees. 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. Core Molding Technologies had recorded a liability for post retirement healthcare benefits based on actuarially computed estimates of $6,952,000 at September 30, 2003, and $5,962,000 at December 31, 2002. 13 Income taxes: Management records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. Core Molding Technologies has considered future taxable income in assessing the need for the valuation allowance and recorded a valuation allowance (see Note 10 in the 2002 Annual Report to Shareholders). The valuation reserve will be adjusted as the Company determines the actual amount of deferred tax assets that will be realized. Core Molding Technologies had recorded a valuation allowance of $1,425,000 at September 30, 2003 and December 31, 2002. 14 PART I - FINANCIAL INFORMATION ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Core Molding Technologies' primary market risk results from fluctuations in interest rates. Core Molding Technologies is also exposed to changes in the price of commodities used in its manufacturing operations and foreign currency fluctuations associated with the Mexican peso. The Company does not hold any material market risk sensitive instruments for trading purposes. Core Molding Technologies has the following three items that are sensitive to market risks: (1) Industrial Revenue Bond ("IRB") with a variable interest rate. Core Molding Technologies has an interest rate swap to fix the interest rate at 4.89%; (2) Revolving line of credit, which bears a variable interest rate; and (3) Foreign currency purchases in which Core Molding Technologies purchases Mexican pesos with United States dollars to meet certain obligations that arise due to the facility located in Mexico. Assuming a hypothetical 20% change in short-term interest rates in both the nine month periods ended September 30, 2003, and 2002, interest expense would not change significantly, as the interest rate swap agreement would generally offset the impact, and Core Molding Technologies has no borrowings under the revolving line of credit. 15 PART I - FINANCIAL INFORMATION ITEM 4 CONTROLS AND PROCEDURES As of the end of the period covered by this Quarterly Report on Form 10-Q Core Molding Technologies carried out an evaluation, under the supervision and with the participation of Core Molding Technologies' management, including Core Molding Technologies' Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Core Molding Technologies' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, (as amended the "Exchange Act")). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Core Molding Technologies' disclosure controls and procedures are effective in timely alerting them to material information required to be included in this Quarterly Report on Form 10-Q. There have been no significant changes in Core Molding Technologies' internal controls or in other factors, which could significantly affect internal controls subsequent to the date Core Molding Technologies carried out its evaluation. No changes were made to Core Molding Technologies' system of internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Core Molding Technologies' internal control over financial reporting. 16 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS No material changes in the legal proceeding reported in Form 10-K for the year ending December 31, 2002. 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 None 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 October 24, 2003, Core Molding Technologies filed a Form 8-K with the Securities and Exchange Commission regarding the appointment of a new member to the Board of Directors. 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORE MOLDING TECHNOLOGIES, INC.
Date: December 22, 2003 By: _/s/ James L. Simonton__________ James L. Simonton President, Chief Executive Officer and Director Date: December 22, 2003 By: _/s/ Herman F. Dick, Jr.__________ Herman F. Dick, Jr. Treasurer and Chief Financial Officer
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INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION LOCATION ---------- ----------- -------- 2(a)(1) Asset Purchase Agreement Incorporated by reference to Dated as of September 12, 1996, Exhibit 2-A to Registration As amended October 31, 1996, Statement on Form S-4 between Navistar International Transportation (Registration No. 333-15809) Corporation and RYMAC Mortgage Investment Corporation(1) 2(a)(2) Second Amendment to Asset Purchase Incorporated by reference to Agreement dated December 16, 1996(1) Exhibit 2(a)(2) to Annual Report on Form 10-K for the year-ended December 31, 2001 2(b)(1) Agreement and Plan of Merger dated as of Incorporated by reference to November 1, 1996, between Core Molding Exhibit 2-B to Registration Technologies, Inc. and RYMAC Mortgage 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 Molding Technologies, Inc. and Report on Form 10-K for the RYMAC Mortgage Investment Corporation year ended December 31, 2002 2(c)(1) Asset Purchase Agreement dated as of October 10, Incorporated by reference to 2001, between Core Molding Technologies, Inc. Exhibit 1 to Form 8K filed and Airshield Corporation October 31, 2001 3(a)(1) Certificate of Incorporation of Incorporated by reference to Core Molding Technologies, Inc. Exhibit 4(a) to Registration As filed with the Secretary of State Statement on Form S-8 of Delaware on October 8, 1996 (Registration No. 333-29203) 3(a)(2) Certificate of Amendment of Incorporated by reference to Certificate of Incorporation Exhibit 4(b) to Registration of Core Molding Technologies, Inc. Statement on Form S-8 as filed with the Secretary of State (Registration No. 333-29203) of Delaware on November 6, 1996 3(a)(3) Certificate of Incorporation of Core Incorporated by reference to Molding Technologies, Inc., reflecting Exhibit 4(c) to Registration Amendments through November 6, Statement on Form S-8 1996 [for purposes of compliance (Registration No. 333-29203) with Securities and Exchange Commission filing requirements only] 3(a)(4) Certificate of Amendment of Certificate of Incorporated by reference to Incorporation as filed with the Secretary of Exhibit 3(a)(4) to Quarterly State of Delaware on August 28, 2002 Report on Form 10-Q for the quarter ended September 30, 2002
19
EXHIBIT NO. DESCRIPTION LOCATION 3(b) By-Laws of Core Molding Technologies, Inc. Incorporated by reference to Exhibit 3-C to Registration Statement on Form S-4 (Registration No. 333-15809) 4(a)(1) Certificate of Incorporation of Core Molding Incorporated by reference to Technologies, Inc. as filed with the Secretary Exhibit 4(a) to Registration of State Statement on Form S-8 of Delaware on October 8, 1996 (Registration No. 333-29203) 4(a)(2) Certificate of Amendment of Certificate Incorporated by reference to of Incorporation of Core Materials Exhibit 4(b) to Registration Corporation as filed with the Secretary of Statement on Form S-8 State of Delaware on November 6, 1996 (Registration No. 333-29203) 4(a)(3) Certificate of Incorporation of Core 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(a)(4) Certificate of Amendment of Certificate of Incorporated by reference to Incorporation as filed with the Secretary of Exhibit 3(a)(4) to Quarterly State of Delaware on August 28, 2002 Report on Form 10-Q for the quarter ended September 30, 2002 4(b) By-Laws of Core Molding Technologies, Inc. Incorporated by reference to Exhibit 3-C to Registration Statement on Form S-4 (Registration No. 333-15809) 11 Computation of Net Income per Share Exhibit 11 omitted because the required information is Included in Notes to Financial Statement 31(a) Certification by James L. Simonton pursuant to Filed Herein Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31(b) Certification by Herman F. Dick, Jr. pursuant to Filed Herein Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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EXHIBIT NO. DESCRIPTION LOCATION ---------- ----------- -------- 32(a) Certification of James L. Simonton, Chief Filed Herein Executive Officer of Core Molding Technologies, Inc., dated December 22, 2003, pursuant to 18 U.S.C. Section 1350 32(b) Certification of Herman F. Dick, Jr., Chief Filed Herein Financial Officer of Core Molding Technologies, Inc., dated December 22, 2003, pursuant to 18 U.S.C. Section 1350
(1) The Asset Purchase Agreement, as filed with the Securities and Exchange Commission at Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809), omits the exhibits (including, the Buyer Note, Special Warranty Deed, Supply Agreement, Registration Rights Agreement and Transition Services Agreement, identified in the Asset Purchase Agreement) and schedules (including, those identified in Sections 1, 3, 4, 5, 6, 8 and 30 of the Asset Purchase Agreement. Core Molding Technologies, Inc. will provide any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 21 EX-31.A 3 l04722aexv31wa.txt EXHIBIT 31(A) EXHIBIT 31(a) SECTION 302 CERTIFICATION I, James L. Simonton, certify that: 1. I have reviewed this Amendment No. 1 to Form 10-Q for the period ended September 30, 2003 of Core Molding Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 22, 2003 /s/ James L. Simonton -------------------------------------------- James L. Simonton President, Chief Executive Officer and Director 22 EX-31.B 4 l04722aexv31wb.txt EXHIBIT 31(B) EXHIBIT 31(b) SECTION 302 CERTIFICATION I, Herman F. Dick, Jr., certify that: 1. I have reviewed this Amendment No. 1 to Form 10-Q for the period ended September 30, 2003 of Core Molding Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 22, 2003 /s/ Herman F. Dick, Jr. -------------------------------------------- Herman F. Dick, Jr. Treasurer and Chief Financial Officer 23 EX-32.A 5 l04722aexv32wa.txt EXHIBIT 32(A) EXHIBIT 32(a) CORE MOLDING TECHNOLOGIES, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James L. Simonton, President, Chief Executive Officer and Director of Core Molding Technologies, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. __/s/ James L. Simonton_____ James L. Simonton President, Chief Executive Officer and Director December 22, 2003 24 EX-32.B 6 l04722aexv32wb.txt EXHIBIT 32(B) EXHIBIT 32(b) CORE MOLDING TECHNOLOGIES, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Herman F. Dick, Jr., Treasurer and Chief Financial Officer of Core Molding Technologies, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. __/s/ Herman F. Dick, Jr._____ Herman F. Dick, Jr. Treasurer and Chief Financial Officer December 22, 2003 25 -----END PRIVACY-ENHANCED MESSAGE-----