Core Molding Technologies, Inc. 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
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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 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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800 Manor Park Drive, P.O. Box 28183, Columbus, Ohio
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43228 - 0183 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (614) 870-5000
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
Common Stock, par value $.01
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of the registrants voting and non-voting common equity held by
non-affiliates computed by reference to the closing price of the American Stock Exchange was
$43,307,800 as of June 30, 2007, the last business day of registrants most recently completed
second fiscal quarter. The number of shares of registrants Common Stock outstanding as of March
28, 2008 was 6,794,387.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants 2008 definitive Proxy Statement to be filed with the Securities and
Exchange Commission no later than 120 days after the end of the registrants fiscal year are
incorporated herein by reference in Part III of this Form 10-K.
PART I
ITEM 1. BUSINESS
HISTORICAL DEVELOPMENT OF BUSINESS OF CORE MOLDING TECHNOLOGIES, INC.
In 1996, RYMAC Mortgage Investment Corporation (RYMAC) incorporated Core Molding
Technologies, Inc. (Core Molding Technologies or the Company), formerly known as Core Materials
Corporation before changing its name on August 28, 2002, for the purpose of acquiring the Columbus
Plastics unit of Navistar, Inc. (Navistar) formerly known as International Truck & Engine
Corporation. On December 31, 1996, RYMAC merged with the Company with the result being that the
Company was the surviving entity. Immediately after the merger, the Company acquired substantially
all the assets and liabilities of the Columbus Plastics unit from Navistar in return for a secured
note, which has been repaid, and 4,264,000 shares of newly issued common stock of the Company. On
July 18, 2007, the Company entered into a stock repurchase agreement with Navistar, pursuant to
which the Company repurchased 3,600,000 shares of the Companys common stock, from Navistar.
Navistar currently owns 664,000 shares (9.9%) of the outstanding stock of the Company.
In the first quarter of 1998, the Company opened a second compression molding plant located in
Gaffney, South Carolina as part of the Companys growth strategy to expand its customer base. This
facility provided the Company with additional capacity and a strategic geographic location to serve
both current and prospective customers.
In October 2001, the Company incorporated Core Composites Corporation as a wholly owned
subsidiary under the laws of the State of Delaware. This entity was established for the purpose of
holding and establishing operations for Airshield Corporations assets, which the Company acquired
on October 16, 2001 (the Airshield Asset Acquisition) as part of the Companys diversified growth
strategy. Airshield Corporation was a privately held manufacturer and marketer of fiberglass
reinforced plastic parts primarily for the truck and automotive aftermarket industries. The
Company purchased substantially all the assets of Airshield Corporation through the United States
Bankruptcy Court as Airshield Corporation had been operating under Chapter 11 bankruptcy protection
since March 2001.
In conjunction with establishment of operations for the assets acquired from Airshield
Corporation, the Company also incorporated two corporations and leased a facility in Mexico. In
October 2001, the Company (5% owner) and Core Composites Corporation (95% owner) incorporated
Composites Services de Mexico, S. de R.L. de C.V. (Composites Services) and Corecomposites de
Mexico, S. de R.L. de C.V. (Corecomposites) in Matamoros, Mexico. Composites Services was
established to be the employer of all Mexican national employees for the Companys operations in
Mexico. Corecomposites was organized to operate under a maquiladora program whereby substantially
all product produced is exported back to Core Composites Corporation who sells such product to
United States based external customers. In October 2005, Composites Services merged with
Corecomposites resulting in one remaining legal entity, Corecomposites de Mexico, S. de R.L. de
C.V.
In September 2004, the Company formed Core Automotive Technologies, LLC (Core Automotive), a
Delaware limited liability company and wholly owned subsidiary of the Company. This entity was
established for the purpose of holding and establishing operations for Keystone Restyling, Inc.
assets, which the Company acquired on September 27, 2004 as part of the Companys diversified
growth strategy. Keystone Restyling, Inc. was a privately held manufacturer and marketer of
fiberglass reinforced plastic parts primarily for the automotive and light truck aftermarket
industries. The Companys facility in Matamoros, Mexico provides manufacturing services for Core
Automotive Technologies.
In August 2005, the Company formed Core Composites Cincinnati, LLC (Core Composites
Cincinnati), a Delaware limited liability company and wholly owned subsidiary of the Company.
This entity was established for the purpose of holding and establishing operations for the
Cincinnati Fiberglass Division of Diversified Glass Inc. assets, which the Company acquired on
August 1, 2005. The Cincinnati Fiberglass Division of Diversified Glass, Inc. was a privately held
manufacturer and distributor of fiberglass reinforced plastic components supplied primarily to the
heavy-duty truck market. As a result of this acquisition, the Company has leased a manufacturing
facility in Batavia, Ohio.
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DESCRIPTION OF BUSINESS OF CORE MOLDING TECHNOLOGIES, INC.
Certain statements under this caption of this Annual Report on Form 10-K constitute
forward-looking statements within the meaning of the federal securities laws. As a general matter,
forward-looking statements are those focused upon future plans, objectives or performance as
opposed to historical items and include statements of anticipated events or trends and expectations
and beliefs relating to matters not historical in nature. Such forward-looking statements involve
known and unknown risks and are subject to uncertainties and factors relating to Core Molding
Technologies operations and business environment, all of which are difficult to predict and many
of which are beyond Core Molding Technologies control. These uncertainties and factors could cause
Core Molding Technologies actual results to differ materially from those matters expressed in or
implied by such forward-looking statements.
Core Molding Technologies believes that the following factors, among others, could affect its
future performance and cause actual results to differ materially from those expressed or implied by
forward-looking statements made in this report: business conditions in the plastics,
transportation, watercraft, and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon two major customers as the
primary source of Core Molding Technologies sales revenues; recent efforts of Core Molding
Technologies to expand its customer base; failure of Core Molding Technologies suppliers to
perform their contractual obligations; the availability of raw materials; inflationary pressures;
new technologies; competitive and regulatory matters; labor relations; the loss or inability of
Core Molding Technologies to attract and retain 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 this Annual Report on Form 10-K.
Core Molding Technologies and its subsidiaries operate in the plastics market in a family of
products known as reinforced plastics. Reinforced plastics are combinations of resins and
reinforcing fibers (typically glass or carbon) that are molded to shape. Core Molding Technologies
operates four production facilities in Columbus, Ohio; Batavia, Ohio; Gaffney, South Carolina; and
Matamoros, Mexico. The Columbus and Gaffney facilities produce reinforced plastics by compression
molding of sheet molding compound (SMC) in a closed mold process. The Batavia facility produces
reinforced plastic products by a spray-up open molding process and resin transfer molding (RTM)
closed mold process utilizing multiple insert tooling (MIT). The Matamoros facility utilizes
spray-up and hand lay-up open mold processes and resin transfer closed molding process utilizing
vacuum infusion to produce reinforced plastic products.
Reinforced plastics compete largely against metals and have the strength to function well
during prolonged use. Management believes that reinforced plastic components offer many advantages
over metals, including:
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heat resistance |
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corrosion resistance |
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lighter weight |
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lower cost |
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greater flexibility in product design |
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part consolidation for multiple piece assemblies |
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lower initial tooling costs for lower volume applications |
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high strength-to-weight ratio |
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dent-resistance in comparison to steel or aluminum. |
The largest markets for reinforced plastics are transportation (automotive and truck),
construction, marine, and industrial applications. The Company currently has four manufacturing
facilities producing reinforced plastic products. Our manufacturing facilities utilize various
production processes; however, end products are similar and are not unique to a facility or
customer base. Operating decision makers (officers of the Company) are headquartered in Columbus,
Ohio and oversee all manufacturing operations for all products as well as oversee customer
relationships with all customers. The Companys two major customers are Navistar and PACCAR, Inc.
(PACCAR), which are supplied reinforced plastic products for medium and heavy-duty trucks. The
Company also supplies reinforced plastic products to other truck manufacturers, to automotive
suppliers, to manufacturers of personal watercraft and other commercial products, and to wholesale
distributors and other end users of automotive aftermarket products. In general, product growth
and diversification are achieved in several different ways: (1) resourcing of existing reinforced
plastic product from another supplier by an original equipment manufacturer (OEM); (2) obtaining
new reinforced plastic products
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through a selection process in which an OEM solicits bids; (3) successful marketing of reinforced
plastic products for previously non-reinforced plastic applications; (4) successful marketing of
reinforced plastic products for the automotive and light truck aftermarket, and (5) acquiring an
existing business. The Companys efforts are currently directed towards all five areas.
MAJOR COMPETITORS
The Company believes that it is one of the four largest compounders and molders of reinforced
plastics using the SMC, spray-up, hand-lay-up, VRIM, and MIT molding processes in the United
States. The Company faces competition from a number of other molders including, most
significantly, Meridian Automotive Systems, Molded Fiber Glass Companies, Continental Structural
Plastics/Budd Plastics, Polywheels, Sigma Industries and Premix. The Company believes that the
Company is well positioned to compete based primarily on manufacturing capability, product quality,
engineering capability, cost, and delivery. However, the industry remains highly competitive and
some of the Companys competitors have greater financial resources, research and development
facilities, design engineering, manufacturing, and marketing capabilities.
MAJOR CUSTOMERS
The Company currently has two major customers, Navistar and PACCAR. Major customers are
defined as customers whose current year sales individually consist of more than ten percent of
total sales. The loss of a significant portion of sales to Navistar or PACCAR would have a
material adverse effect on the business of the Company. In the previous year the Company
identified Freightliner as a major customer; however, in 2007 Freightliners individual sales
represented less than ten percent of the Companys total sales.
Relationship with Navistar
In October 2006, the Company entered into a Comprehensive Supply Agreement with Navistar,
which renewed the previous supply agreement that would have expired October 31, 2006. Under this
Comprehensive Supply Agreement, which runs through October 31, 2011, the Company continues as the
primary supplier of Navistars original equipment and service requirements for fiberglass
reinforced parts using the SMC process, as long as the Company remains competitive in cost,
quality, and delivery.
The Company makes products for Navistars Chatham (Canada) assembly plant, its Springfield,
Ohio assembly plant, its Garland, Texas assembly facility, its bus facilities in Conway, Arkansas
and Tulsa, Oklahoma and its Escobedo, Mexico assembly facility. The Company works closely on new
product development with Navistars engineering and research personnel at Navistars Fort Wayne,
Indiana Technical Center. Some of the products sold to Navistar include hoods, roofs, air
deflectors, air fairings, fenders, splash panels, and other components.
The North American truck market in which Navistar competes is highly competitive and the
demand for heavy and medium duty trucks is subject to considerable volatility as it moves in
response to cycles in the overall business environment and is particularly sensitive to the
industrial sector, which generates a significant portion of the freight tonnage hauled. Truck
demand also depends on general economic conditions, among other factors. Sales to Navistar
amounted to approximately 44%, 50%, and 51%, of total sales for 2007, 2006, and 2005, respectively.
Relationship with PACCAR
As a result of the August 1, 2005, acquisition of the Cincinnati Fiberglass Division of
Diversified Glass, Inc., the Company increased its supply relationship with PACCAR. The Company
produces roofs, back panels, shrouds, hoods, and other components for PACCAR who uses such products
on its heavy and medium-duty trucks.
In April 2007, the Company entered into a Supply Agreement with PACCAR to supply certain
fiberglass reinforced products. The supply agreement will expire on June 30, 2010 unless extended
by the parties.
The Company makes products for PACCARs Chillicothe, Ohio, Madison, Tennessee, Denton, Texas,
Renton, Washington, St. Therese (Canada), and Mexicali, Mexico assembly facilities. The Company
also works closely on new product development with PACCARs engineering and research personnel.
Some of the products sold to PACCAR include hoods, roofs, back panels, air deflectors, air
fairings, fenders, splash panels, and other components.
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The North American truck market in which PACCAR competes is highly competitive and the demand
for trucks is subject to considerable volatility as it moves in response to cycles in the overall
business environment and is particularly sensitive to the industrial sector, which generates a
significant portion of the freight tonnage hauled. Truck demand also depends on general economic
conditions, among other factors. Sales to PACCAR amounted to approximately 33%, 22%, and 12% of
total sales for 2007, 2006, and 2005, respectively.
OTHER CUSTOMERS
The Company also produces products for other truck manufacturers, the marine industry,
commercial product industries, the automotive aftermarket industries, and various other customers.
In 2007, sales to these customers individually were all less than 10% of total annual sales. Sales
to these customers amounted to approximately 23%, 28% and 37% of total sales for 2007, 2006 and
2005 respectively.
EXPORT SALES
The Company provides products to some of its customers that have manufacturing and service
locations in Canada and Mexico. Export sales, which are denominated in United States dollars, were
approximately $18,509,000, $32,098,000, and $25,820,000, for the years ended 2007, 2006, and 2005,
respectively. These export sales dollars represent approximately 15%, 20%, and 20%, of total sales
for 2007, 2006, and 2005, respectively.
FOREIGN OPERATIONS
As a result of the Airshield Asset Acquisition, the Company began importing products into the
United States, as many products produced in the Companys Mexican facility are sold to customers in
the United States. Import sales, which are denominated in United States dollars, were
approximately $18,329,000, $23,897,000 and 18,354,000, for the years ended 2007, 2006 and 2005
respectively. The sales of products imported were approximately 15%, 15%, and 14%, of total sales
in 2007, 2006, and 2005, respectively.
The Company owns long-lived assets totaling $956,000 at December 31, 2007 that are located in
its Mexican facility.
PRODUCTS
SMC Compound
SMC compound is a combination of resins, fiberglass, catalysts, and fillers compounded and
cured in sheet form. The sheet is then used to manufacture compression-molded products, as
discussed below, and on a limited basis sold to other molders.
The Company incorporates a sophisticated computer program that assists in the compounding of
various complex SMC formulations tailored to customer needs. The system provides for the
following:
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Control information during various production processes; and |
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Data for statistical batch controls. |
The Company has the capacity to manufacture approximately 48 million pounds of SMC sheet material
annually. The following table shows production of SMC for 2007, 2006, and 2005. The decrease in
pounds produced is primarily a result of the reduced sales orders in 2007 as a result of the
industry wide general decline in truck orders due to the new federal emission standards that went
into effect January 1, 2007.
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SMC Pounds |
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Produced |
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(Millions) |
2007 |
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22 |
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31 |
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31 |
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Glass Mat Thermoplastic (GMT)
GMT compound is a combination of glass and thermoplastic resins purchased in the form of a
sheet. The GMT compound is heated just prior to being used to manufacture compression-molded
products.
Closed Molded Products
The Company manufactures reinforced plastic products using both compression molding and vacuum
resin infusion molding process methods of closed molding.
Compression Molding Compression molding is a process whereby SMC or GMT is molded to form by
matched die steel molds through which a combination of heat and pressure are applied via a molding
press. This process produces high quality, dimensionally consistent products. This process is
typically used for higher volume products, which is necessary to justify the customers investment
in molds.
The Company currently owns 19 compression-molding presses in its Columbus, Ohio plant, which
range in size from 500 to 4,500 tons. The Company also owns nine presses and leases two presses in
its Gaffney, South Carolina plant, which range in size from 1,000 to 3,000 tons.
Large platen, high tonnage presses (greater than 2,000 tons) provide the ability to
compression mold very large SMC parts. The Company believes that it possesses a significant portion
of the large platen, high tonnage molding capacity in the industry.
To enhance the surface quality and paint finish of products, the Company uses both in-mold
coating and vacuum molding processes. In-mold coating is a manufacturing process performed by
injecting a liquid over the molded part surface and then applying pressure at elevated temperatures
during an extended molding cycle. The liquid coating serves to fill and/or bridge surface porosity
as well as provide a barrier against solvent penetration during subsequent top-coating operations.
Likewise, vacuum molding is the removal of air during the molding cycle for the purpose of reducing
the amount of surface porosity. The Company believes that it is among the industry leaders in
in-mold coating and vacuum molding applications, based on the size and complexity of parts molded.
Resin Transfer Molding (RTM) This process employs two molds, typically a core and a
cavity, similar to matched die molding. The composite is produced by placing glass mat, chopped
strand, or continuous strand fiberglass in the mold cavity in the desired pattern. Parts that
would be used for cosmetic purposes in their end use would typically have a gel coat applied to the
mold surface. The core mold is then fitted to the cavity, and upon a satisfactory seal, a vacuum
is applied. When the proper vacuum is achieved, the resin is injected into the mold to fill the
part. Finally, the part is allowed to cure, and then it is removed from the mold and trimmed to
shape. Fiberglass reinforced products produced from the RTM process exhibit a high quality surface
on both sides of the part and excellent part thickness. Multiple insert tooling (MIT) technique
can be utilized in the RTM process to improve throughput based upon volume requirements.
Open Molded Products
The Company produces reinforced plastic products using both the spray-up and hand-lay-up
methods of open molding.
Hand-Lay-Up This process utilizes a shell mold, typically the cavity, where glass cloth,
either chopped strand or continuous strand glass mat, is introduced into the cavity. Resin is then
applied to the cloth and rolled out to achieve a uniform wet-out from the glass and to remove any
trapped air. The part is then allowed to cure and removed from the mold. After removal, the part
typically undergoes trimming to achieve the net shape desired. Parts that would be cosmetic in
their end use would have a gel coat applied to the mold surface prior to the lay-up to improve the
surface quality of the finished part. Parts produced from this process have a smooth outer surface
and an unfinished or rough interior surface. These fiberglass-reinforced products are typically
non-cosmetic components or structural reinforcements that are sold externally or used internally as
components of larger assemblies.
Spray-Up This process utilizes the same type of shell mold, but instead of using glass cloth
to produce the composite part, a chopper/spray system is employed. Glass yarns and resin feed the
chopper/spray gun. The resin coated, chopped glass, which is approximately one inch in length, is
sprayed into the mold to the desired thickness. The resin coated glass in the mold is then rolled
out to ensure complete wet-out and to remove any trapped air. The part is then allowed to cure, is
removed from the mold and is then trimmed to the desired shape. Parts that would be used for
cosmetic purposes in their end use would typically have a gel coat
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applied to the mold surface prior to the resin-coated glass being sprayed into the mold to
improve the surface quality of the finished part. Parts produced from this process have a smooth
outer surface and an unfinished, or rough interior surface.
The Company currently operates 13 separate spray-up or hand lay up cells in the Matamoros, Mexico
facility that are capable of producing fiberglass-reinforced products with and without gel coat
surfaces. As a result of the Cincinnati Fiberglass acquisition, the Company also has a chain
driven robotic gelcoating and spray up line and a hand spray up cell at the Batavia, Ohio location.
Part sizes weigh from a few pounds to well over a hundred pounds with surface quality tailored
for the end use application.
Assembly, Machining, and Paint Products
Many of the products molded by the Company are assembled, machined, and/or prime painted to
result in a completed product used by the Companys end-customers.
The Company has demonstrated manufacturing flexibility that accepts a range of low volume,
hand assembly, and machining work to high volume, highly automated assembly and machining systems.
Robotics are used as deemed productive for material handling, machining, and adhesive applications.
In addition to conventional machining methods, water-jet cutting technology is also used where
appropriate. The Company utilizes paint booths and batch ovens in its facilities when warranted.
The Company generally contracts with outside parties when customers require that the Company
provide a finish of a top coat of paint.
RAW MATERIALS
The principal raw materials used in the compounding of SMC and the closed and open molding
processes are polyester, vinylester and epoxy resins, fiberglass rovings, and filler. Other
significant raw materials include adhesives for assembly of molded components and in-mold coating,
gelcoat, prime paint for preparation of cosmetic surfaces, and hardware (steel components). Many
of the raw materials used by the Company are petroleum and energy based, and therefore, the costs
of certain raw materials can fluctuate based on changes in costs of these underlying commodities.
The Company has experienced price increases for certain of these materials, which has caused
suppliers to be reluctant to enter into long-term contracts. Because of this, the Company continues
to reevaluate its strategy and consider alternative suppliers. Each raw material generally has
supplier alternatives, which are being evaluated as the current agreements expire. The Company is
regularly evaluating its supplier base for certain supplies, repair items, and componentry to
improve its overall purchasing position as supply of these items is generally available from
multiple sources.
BACKLOG
The Company relies on production schedules provided by its customers to plan and implement
production. These schedules are typically provided on a weekly basis and are considered firm
typically for four weeks. Some customers can update these schedules daily for changes in demand
that allow them to run their inventories on a just-in-time basis. The ordered backlog was
approximately $ 9.0 million and $10.8 million at December 31, 2007 and 2006, respectively, all of
which the Company expects to ship during the first quarter of the following year.
CAPACITY CONSTRAINTS
In previous years, the Company has been required to work an extended shift and day schedule,
up to a seven-day/three shift operation, to meet its customers production requirements. The
Company has used various methods from overtime to a weekend manpower crew to support the different
shift schedules required.
Based on recent and expected 2008 production schedules, the Company has not had and does not
foresee difficulty in providing various shift schedules necessary to meet customer requirements.
See further discussion of machine and facility capacities at Item 2 Properties contained
elsewhere in this Annual Report on Form 10-K.
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CAPITAL EXPENDITURES AND RESEARCH AND DEVELOPMENT
Capital expenditures totaled approximately $2.7 million, $9.2 million, and $3.0 million for
2007, 2006, and 2005, respectively. Capital expenditures in 2007 consist primarily of the buyout of
certain equipment leases in 2007 and purchase of production equipment to manufacture parts as well
as storage racks, computers, and office furniture and fixtures. Capital expenditures in 2006 were
substantially higher as compared to 2007 due to the expansion of the Columbus Plant as well as the
additional equipment leases that were bought out during 2006.
Product development is a continuous process at the Company. Research and development
activities focus on developing new SMC formulations, new reinforced plastic products, and improving
existing products and manufacturing processes.
The Company does not maintain a separate research and development organization or facility but
uses its production equipment, as necessary, to support these efforts and cooperates with its
customers and its suppliers in research and development efforts. Likewise, manpower to direct and
advance research and development is integrated with the existing manufacturing, engineering,
production, and quality organizations. Management of the Company has estimated that internal costs
related to research and development activities approximate $223,000 in 2007, $254,000 in 2006, and
$360,000 in 2005.
ENVIRONMENTAL COMPLIANCE
The Companys manufacturing operations are subject to federal, state, and
local environmental laws and regulations, which impose limitations on the discharge of hazardous
and nonhazardous pollutants into the air and waterways. The Company has established and
implemented standards for the treatment, storage, and disposal of hazardous waste. The Companys
policy is to conduct its business with due regard for the preservation and protection of the
environment. The Companys environmental waste management involves the regular auditing of
satellite hazardous waste accumulation points, hazardous waste activities and authorized treatment,
storage and disposal facility. As part of the Companys environmental policy all employees are
trained on waste management and other environmental issues. Through continual auditing the Company
can ensure that all facilities are in compliance with the applicable federal, state, and local
environmental laws and regulations.
In June 2003, the Ohio Environmental Protection Agency (Ohio EPA) issued
Core Molding Technologies final Title V Operating Permit for the Columbus, Ohio facility, and in
May 2004 the Ohio EPA issued final Title V Operating Permit for the Cincinnati, Ohio facility. In
August 2005, the South Carolina Department of Health and Environmental Control issued a final Title
V Operating Permit for the Gaffney, South Carolina facility. Since that time, Core Molding
Technologies has substantially complied with the requirements of these permits. Core Molding
Technologies does not believe that the cost to comply with these permits will have a material
effect on its operations, competitive position, or capital expenditures.
EMPLOYEES
As of December 31, 2007, the Company employed a total of 942 employees, which consists of 571
employees in its United States operations and 371 employees in its Mexican operations. Of these 942
employees, 266 are covered by a collective bargaining agreement with the International Association
of Machinists and Aerospace Workers (IAM), which extends to August 4, 2010, and 311 are covered
by a collective bargaining agreement with Sindicato de Jorneleros y Obreros, which extends to
January 16, 2009.
PATENTS, TRADE NAMES, AND TRADEMARKS
The Company will evaluate, apply for, and maintain patents, trade names, and trademarks where
it believes that such patents, trade names, and trademarks are reasonably required to protect its
rights in its products. The Company does not believe that any single patent, trade name, or
trademark or related group of such rights is materially important to its business or its ability to
compete.
SEASONALITY & BUSINESS CYCLE
The Companys business is affected annually by the production schedules of its customers.
Certain of the Companys customers typically shut down their operations on an annual basis for a
period of one to several weeks during the Companys third quarter. Certain customers also
typically shut down their operations during the last week of December, as well. As a result,
demand for the Companys products drops significantly during the
third and fourth quarters. Similarly, demand
for medium and heavy-duty trucks, personal watercraft, and automotive products fluctuate on a
cyclical and seasonal basis, causing a corresponding fluctuation for demand of the Companys
products.
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ITEM 1A. RISK FACTORS
The following risk factors describe various risks that may affect our business, financial
condition, and operations. References to we, us, and our in this Risk Factors section
refer to Core Molding Technologies and its subsidiaries, unless otherwise specified or unless the
context otherwise requires.
We are dependent on sales to a small number of our major customers.
Sales to Navistar and PACCAR constituted approximately 44% and 33% respectively, of our 2007
net sales. No other customer accounted for more than 10% of our net sales for this period. The
loss of any significant portion of sales to any of our major customers could have a material
adverse effect on our business, results of operations, or financial condition.
We are a regular supplier to each of these customers, which results in recurring revenues. If
we could not maintain our supplier relationship with any of our major customers it could have a
material adverse effect on our business, results of operations, or financial condition.
We are continuing to engage in efforts intended to improve and expand our relations with
Navistar and PACCAR as well as provide support for our entire customer base. We have supported our
position with customers through direct and active contact through our sales, quality, engineering,
and operational personnel. We cannot make any assurances that we will maintain or improve our
customer relationships, whether these customers will continue to do business with us as they have
in the past or whether we will be able to supply these customers or any of our other customers at
current levels.
Our business is affected by the cyclical nature of the industries and markets that we serve.
The North American heavy and medium duty truck industries are highly cyclical. These
industries and markets fluctuate in response to factors that are beyond our control, such as
general economic conditions, interest rates, federal and state regulations (including engine
emissions regulations, tariffs, import regulations, and other taxes), consumer spending, fuel
costs, and our customers inventory levels and production rates. 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. In addition, our operations are typically
seasonal as a result of regular customer maintenance shutdowns, which typically vary from year to
year based on production demands and occur in the third and fourth quarter of each calendar year.
This seasonality may result in decreased net sales and profitability during the third and fourth
fiscal quarters of each calendar year. Weakness in overall economic conditions or in the markets
that we serve, or significant reductions by our customers in their inventory levels or future
production rates, could result in decreased demand for our products and could have a material
adverse effect on our business, results of operations, or financial condition.
Price increases in raw materials and availability of raw materials could adversely affect our operating results and financial condition.
Core Molding Technologies purchases resins and fiberglass for use in production as well as
steel and other components for product assembly. The prices of resins are affected by the prices of
crude oil, natural gas, and benzine as well as processing capacity versus demand and the Company
has incurred increases in raw material costs over the past few years. The Company attempts to
reduce its exposure to increases by working with suppliers, evaluating new suppliers, improving
material efficiencies, and when necessary through sales price adjustments to customers. If we are
unsuccessful in developing ways to mitigate these raw material increases we may not be able to
improve productivity or realize our ongoing cost reduction programs sufficiently to help offset the
impact of these increased raw material costs. As a result, higher raw material costs could result
in declining margins and operating results.
Cost reduction and quality improvement initiatives by original equipment manufacturers could have a material adverse effect on our business, results of operations, or financial condition.
We are primarily a components supplier to the heavy and medium duty truck industries, which
are characterized by a small number of OEMs that are able to exert considerable pressure on
components suppliers to reduce costs, improve quality, and provide additional design and
engineering capabilities. Given the fragmented nature of the industry, OEMs continue to demand and
receive price reductions and measurable increases in quality through their use of competitive
selection processes, rating programs, and various other arrangements. We may be unable to generate
sufficient production cost savings in the future to offset such price reductions. OEMs may also
seek to save costs by relocating production to countries with lower cost structures, which could in
turn
10
lead them to purchase components from suppliers with lower production costs. Additionally,
OEMs have generally required component suppliers to provide more design engineering input at
earlier stages of the product development process, the costs of which have, in some cases, been
absorbed by the suppliers. Future price reductions, increased quality standards, and additional
engineering capabilities required by OEMs may reduce our profitability and have a material adverse
effect on our business, results of operations, or financial condition.
We operate in highly competitive markets.
The markets in which we operate are highly competitive. We compete with a number of other
manufacturers that produce and sell similar products. Our products primarily compete on the basis
of capability, product quality, cost, and delivery. Some of our competitors have greater financial
resources, research and development facilities, design engineering, manufacturing, and marketing
capabilities.
We may be subject to additional shipping expense or late fees if we are not able to meet our
customers on-time demand for our products.
We must continue to meet our customers demand for on-time delivery of our products. Factors
that could result in our inability to meet customer demands include a failure by one or more of our
suppliers to supply us with the raw materials and other resources that we need to operate our
business effectively or poor management of our company or one or more of its plants and an
unforeseen spike in demand for our products, among other factors. If this occurs, we may be
required to incur additional shipping expenses to ensure on-time delivery or otherwise be required
to pay late fees, which could have a material adverse effect on our business, results of
operations, or financial condition.
If we fail to attract and retain key personnel our business could be harmed.
Our success largely depends on the efforts and abilities of key personnel within the company.
Their skills, experience, and industry contacts significantly benefit us. The inability to retain
key personnel could have a material adverse effect on our business, results of operations, or
financial condition. Our future success will also depend in part upon our continuing ability to
attract and retain highly qualified personnel.
Work stoppages or other labor issues at our facilities or at our customers facilities could
adversely affect our operations.
As of December 31, 2007, unions at our Columbus, Ohio and Matamoros, Mexico facilities
represented approximately 61% of our entire workforce. As a result, we are subject to the risk of
work stoppages and other labor-relations matters. The current Columbus, Ohio and Matamoros, Mexico
union contracts extend through August 4, 2010 and January 16, 2009, respectively. Any prolonged
work stoppage or strike at either our Columbus, Ohio or Matamoros, Mexico unionized facilities
could have a material adverse effect on our business, results of operations, or financial
condition. These collective bargaining agreements expire at various times. Any failure by us to
reach a new agreement upon expiration of such union contracts may have a material adverse effect on
our business, results of operations, or financial condition.
In addition, if any of our customers or suppliers experiences a material work stoppage, that
customer may halt or limit the purchase of our products or the supplier may interrupt supply of our
necessary production components. This could cause us to shut down production facilities relating to
these products, which could have a material adverse effect on our business, results of operations,
or financial condition
Increases in energy prices will increase our operating costs and likely reduce our profitability.
We use energy to manufacture our products. Our operating costs increase if energy costs rise.
During periods of higher energy costs, we may not be able to recover our operating cost increases
through production efficiencies and price increases. While we may hedge our exposure to higher
prices via future energy purchase contracts, increases in energy prices will increase our operating
costs and likely reduce our profitability.
Our business is subject to risks associated with manufacturing processes.
We convert raw materials into molded products through a manufacturing process at production
facilities in Columbus, Ohio; Gaffney, South Carolina; Batavia, Ohio; and Matamoros, Mexico. While
we maintain insurance covering our manufacturing
11
and production facilities, including business interruption insurance, a catastrophic loss of
the use of all or a portion of our facilities due to accident, fire, explosion, or natural
disaster, whether short or long-term, could have a material adverse effect on the Company.
Unexpected failures of our equipment and machinery may result in production delays, revenue
loss, and significant repair costs, as well as injuries to our employees. Any interruption in
production capability may require us to make large capital expenditures to remedy the situation,
which could have a negative impact on our profitability and cash flows. Our business interruption
insurance may not be sufficient to offset the lost revenues or increased costs that we may
experience during a disruption of our operations. Because we supply our products to OEMs, a
temporary or long-term business disruption could result in a permanent loss of customers. If this
were to occur, our future sales levels and therefore our profitability could be materially
adversely affected.
Our insurance coverage may be inadequate to protect against the potential hazards incident to our
business.
We maintain property, business interruption, product liability, and casualty insurance
coverage, but such insurance may not provide adequate coverage against potential claims, including
losses resulting from war risks, terrorist acts, or product liability claims relating to products
we manufacture. Consistent with market conditions in the insurance industry, premiums and
deductibles for some of our insurance policies have been increasing and may continue to increase in
the future. In some instances, some types of insurance may become available only for reduced
amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not
challenge coverage for certain claims. If we were to incur a significant liability for which we
were not fully insured or that our insurers disputed, it could have a material adverse effect on
our financial position.
We have made acquisitions and may make acquisitions in the future. We may not realize the improved
operating results that we anticipate from these acquisitions or from acquisitions we may make in
the future, and we may experience difficulties in integrating the acquired businesses or may
inherit significant liabilities related to such businesses.
We explore opportunities to acquire businesses that we believe are related to our core
competencies from time to time, some of which may be material to us. We expect such acquisitions
will produce operating results consistent with our other operations, however, we cannot provide
assurance that this assumption will prove correct with respect to any acquisition.
Any acquisitions may present significant challenges for our management due to the increased
time and resources required to properly integrate management, employees, information systems,
accounting controls, personnel, and administrative functions of the acquired business with those of
Core Molding Technologies and to manage the combined company on a going forward basis. The
diversion of managements attention and any delays or difficulties encountered in connection with
the integration of these businesses could adversely impact our business, results of operations, and
liquidity, and the benefits we anticipate may never materialize.
If we are unable to meet future capital requirements, our business may be adversely affected.
As we grow our business, we may have to incur significant capital expenditures. We may make
capital investments to, among other things, upgrade our facilities, purchase leased facilities and
equipment, and enhance our production processes. We cannot assure you that we will have, or be
able to obtain, adequate funds to make all necessary capital expenditures when required, or that
the amount of future capital expenditures will not be materially in excess of our anticipated or
current expenditures. If we are unable to make necessary capital expenditures we may not have the
capability to support our customer demands, which, in turn could reduce our sales and profitability
and impair our ability to satisfy our customers expectations. In addition, even if we are able to
invest sufficient resources, these investments may not generate net sales that exceed our expenses,
generate any net sales at all, or result in any commercially acceptable products.
Our products may be rendered obsolete or less attractive if there are changes in technology,
regulatory requirements, or competitive processes.
Changes in technology, regulatory requirements, and competitive processes may render certain
products obsolete or less attractive. Our ability to anticipate changes in these areas will be a
significant factor in our ability to remain competitive. If we are unable to identify or
compensate for any one of these changes it may have a material adverse effect on our business,
results of operations, or financial condition.
Our stock price can be volatile.
Our stock price can fluctuate widely in response to a variety of factors. Factors include
actual or anticipated variations in our quarterly operating results, our relatively small public
float, changes in securities analysts estimates of our future earnings, and
12
the loss of major customers or significant business developments relating to us or our
competitors, and other factors, including those described in this Risk Factors section. Our
common stock also has a low average daily trading volume, which limits a persons ability to
quickly accumulate or quickly divest themselves of large blocks of our stock. In addition, a low
average trading volume can lead to significant price swings even when a relatively few number of
shares are being traded.
We are subject to environmental rules and regulations that may require us to make substantial
expenditures.
Our operations, facilities, and properties are subject to extensive and evolving laws and
regulations pertaining to air emissions, wastewater discharges, the handling and disposal of solid
and hazardous materials and wastes, the investigation and remediation of contamination, and
otherwise relating to health, safety, and the protection of the environment and natural resources.
As a result, we may be involved from time to time in administrative or legal proceedings relating
to environmental, health and safety matters, and may need to incur capital costs and other
expenditures relating to such matters.
Although we do not presently anticipate terminating any senior management employees, certain senior
management employees have entered into potentially costly severance arrangements with us if
terminated after a change in control.
We have entered into executive severance agreements with certain senior management employees
that provide for significant severance payments in the event such employees employment with us is
terminated within 2 years of a change in control (as defined in the severance agreement) either by
the employee for good reason (as defined in the severance agreement) or by us for any reason other
than cause (as defined in the severance agreement), or for death, or disability. A change in
control under these agreements includes any transaction or series of related transactions as a
result of which less than fifty percent (50%) of the combined voting power of the then-outstanding
securities immediately after such transaction are held in the aggregate by the holders of voting
stock of the Company immediately prior to such transaction; any person has become the beneficial
owner of securities representing 50% or more of the voting stock of the Company; the Company files
a report or proxy statement with the Securities and Exchange Commission that a change in control of
the Company has occurred; or within any two year period, the directors at the beginning of the
period cease to constitute at least a majority thereof. These agreements would make it costly for
us to terminate certain of our senior management employees and such costs may also discourage
potential acquisition proposals, which may negatively affect our stock price.
Our stock price may be adversely affected as a result of shares eligible for future sale by
Navistar.
Navistar received 4,264,000 shares of the Companys stock in connection with the sale of the
Columbus Plastics unit to Core Molding Technologies, Inc. in 1996. On July 18, 2007, the Company
entered into a stock repurchase agreement with Navistar, pursuant to which the Company purchased
3,600,000 of these shares from Navistar. The remaining 664,000 shares of Core Molding Technologies
Common Stock which Navistar received and still owns may not be sold in the absence of registration
under the Securities Act or an exemption therefrom, including the exemptions contained in Rule 144
under the Securities Act. Core Molding Technologies previously entered into a Registration Rights
Agreement with Navistar pursuant to which Navistar and its transferees were granted the right to
demand registration of the resale of such shares of Core Molding Technologies Common Stock at any
time. Navistar was also granted unlimited piggyback registration rights with respect to these
shares under the Registration Rights Agreement. No prediction can be made as to the effect, if
any, of future sales of shares of Core Molding Technologies Common Stock by Navistar, if any, on
the market price of the Core Molding Technologies Common Stock prevailing from time to time. Sales
of substantial amounts of Core Molding Technologies Common Stock by Navistar, or the perception
that such sales could occur, could adversely affect prevailing market prices for those securities.
Our foreign operations subject us to risks that could negatively affect our business.
We operate a manufacturing facility in Matamoros, Mexico and, as a result, our business and
operations are subject to the risk of changes in economic conditions, tax systems, consumer
preferences, social conditions, and political conditions inherent in Mexico, including changes in
the laws and policies that govern foreign investment, as well as changes in United States laws and
regulations relating to foreign trade and investment. In addition, our results of operations and
the value of our foreign assets are affected by fluctuations in Mexican currency exchange rates,
which may favorably or adversely affect reported earnings. There can be no assurance as to the
future effect of any such changes on our results of operations, financial condition, or cash flows.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
13
ITEM 2. PROPERTIES
The Company owns two production plants in the United States that are situated in Columbus,
Ohio and Gaffney, South Carolina. As a result of the August 2005 acquisition of Cincinnati
Fiberglass, the Company leases a third United States production facility in Batavia, Ohio. The
Company also leases a production facility in Matamoros, Mexico as a result of the acquisition of
Airshield Corporation in 2001. The Company believes that, through productive use, these facilities
have adequate production capacity to meet current production volume.
At the Columbus, Ohio and Gaffney, South Carolina facilities the Company measures molding
capacity in terms of its twelve large molding presses (i.e. 2,000 tons and greater). The
approximate large press capacity utilization for the molding of production products in the
Companys United States production facilities was 50%, 62%, and 62%, in the fourth quarter of 2007,
2006, and 2005, respectively. Capacity utilization decreased in 2007 due to the lower volumes of
sales due to the downturn in the industry at both facilities. Capacity utilization is measured on
the basis of a five day, three-shifts per day operation.
The Columbus, Ohio plant is located at 800 Manor Park Drive on approximately 28.2 acres of
land. The approximate 331,558 square feet of available floor space at the Columbus, Ohio plant is
comprised of the following which includes an expansion of the manufacturing facility of 7,962
square feet that was completed in 2006:
|
|
|
|
|
|
|
Approximate |
|
|
Square Feet |
Manufacturing/Warehouse |
|
|
315,409 |
|
Office |
|
|
16,149 |
|
|
|
|
|
|
Total |
|
|
331,558 |
|
The Company acquired the property at 800 Manor Park Drive in 1996 as a result of the Asset
Purchase Agreement with Navistar.
The Gaffney, South Carolina plant, which was opened in early 1998, is located at 24 Commerce
Drive, Meadow Creek Industrial Park on approximately 20.7 acres of land. The approximate 110,900
square feet of available floor space at the Gaffney, South Carolina plant is comprised of the
following:
|
|
|
|
|
|
|
Approximate |
|
|
Square Feet |
Manufacturing/Warehouse |
|
|
105,700 |
|
Office |
|
|
5,200 |
|
|
|
|
|
|
Total |
|
|
110,900 |
|
The Columbus, Ohio and Gaffney, South Carolina properties are subject to liens and security
interests as a result of the properties being pledged by the Company as collateral for its debt as
described in Note 7 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this
Annual Report on Form 10-K.
As a result of the acquisition of the Cincinnati Fiberglass Division of Diversified Glass,
Inc., the Company leases a production plant in Batavia, Ohio located at 4174 Half Acre Road on
approximately 9 acres of land. The term of the lease is seven years through July 2012. The
Company has the option to terminate the lease at any time, by providing written notice to the
lessor no later than 90 days prior to the intended termination date. The Company has the option to
purchase the property at the end of every lease year. The approximate 107,740 square feet of
available floor space at the Batavia, Ohio plant is comprised of the following:
|
|
|
|
|
|
|
Approximate |
|
|
Square Feet |
Manufacturing/Warehouse |
|
|
103,976 |
|
Office |
|
|
3,764 |
|
|
|
|
|
|
Total |
|
|
107,740 |
|
14
The capacity of production in this facility is not linked directly to equipment capacities, as
in the Companys other facilities, due to the nature of the products produced. Capacity of the
facility is tied to available floor space and the availability of personnel. The approximate
capacity utilization for this operation was 37%, 62% and 56% in the fourth quarter of 2007, 2006
and 2005, respectively.
In conjunction with the establishment of operations in Mexico, as discussed above, the Company
leases a production plant in Matamoros, Mexico, located at Ave. Uniones Y Michigan, Matamoros,
Tamps. Mexico. The term of the lease is ten years through October 2011, with an option to renew
for an additional ten years and with an option to buy the facility at any time within the first
seven years of the lease. The lease is cancelable by the Company with six months notice. The
facility consists of approximately 313,000 square feet on approximately 12 acres.
|
|
|
|
|
|
|
Approximate |
|
|
Square Feet |
Manufacturing/Warehouse |
|
|
309,400 |
|
Office |
|
|
3,600 |
|
|
|
|
|
|
Total |
|
|
313,000 |
|
The capacity of production in this facility is not linked directly to equipment capacities, as
in the Companys other facilities, due to the nature of the products produced. Capacity of the
facility is tied to available floor space and the availability of personnel. The approximate
capacity utilization for this operation was 44%, 66%, and 65% in the fourth quarter of 2007, 2006,
and 2005, respectively. Capacity utilization for the Matamoros operation is measured on the basis
of five days, two 9.6 hour shifts per day.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to the conduct of its
business. However, the Company is presently not involved in any legal proceedings, which in the
opinion of management are likely to have a material adverse effect on the Companys consolidated
financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company submitted no matters to a vote of its security holders during the fourth quarter
of its fiscal year ended December 31, 2007.
15
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The Companys common stock is traded on the American Stock Exchange under the symbol CMT.
The table below sets forth the high and low sale prices of the Company for each full quarterly
period within the two most recent fiscal years for which such stock was traded, as reported on the
American Stock Exchange Composite Tape.
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Molding Technologies, Inc. |
|
High |
|
Low |
Fourth Quarter |
|
|
2007 |
|
|
$ |
7.71 |
|
|
$ |
6.75 |
|
Third Quarter |
|
|
2007 |
|
|
|
8.74 |
|
|
|
6.70 |
|
Second Quarter |
|
|
2007 |
|
|
|
8.48 |
|
|
|
6.56 |
|
First Quarter |
|
|
2007 |
|
|
|
10.35 |
|
|
|
7.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter |
|
|
2006 |
|
|
$ |
11.22 |
|
|
$ |
6.59 |
|
Third Quarter |
|
|
2006 |
|
|
|
7.10 |
|
|
|
5.25 |
|
Second Quarter |
|
|
2006 |
|
|
|
7.90 |
|
|
|
5.02 |
|
First Quarter |
|
|
2006 |
|
|
|
8.99 |
|
|
|
5.05 |
|
The Companys common stock was held by 329 holders of record on March 26, 2008.
The Company made no payments of cash dividends during 2007 and 2006. The Company currently
expects that its earnings will be retained to finance the growth and development of its business
and does not anticipate paying dividends on its common stock in the foreseeable future.
Equity Compensation Plan Information
The following table shows certain information concerning our common stock to be issued in
connection with our equity compensation plans as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Weighted |
|
|
|
|
to be Issued Upon |
|
Average |
|
Number of |
|
|
Exercise of |
|
Exercise Price |
|
Shares |
|
|
Outstanding |
|
of Outstanding |
|
Remaining |
|
|
Options or Vesting |
|
Options or |
|
Available for |
|
|
of Restricted |
|
Restricted |
|
Future |
Plan Category |
|
Grants |
|
Grants |
|
Issuance |
Equity compensation plans approved by
stockholders |
|
|
682,116 |
|
|
$ |
3.66 |
|
|
|
2,023,730 |
|
Equity compensation plans not approved by
stockholders (1) |
|
|
155,650 |
|
|
$ |
3.21 |
|
|
|
|
|
|
|
|
(1) |
|
On August 4, 2003, the Company issued 261,250 options that were not covered under the Plan
at $3.21 to its Directors. |
16
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Core Molding Technologies Inc., The S&P Smallcap 600 Index
And The S&P Construction & Farm Machinery & Heavy Trucks Index
|
|
|
* |
|
$100 invested on 12/31/02 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. |
|
|
|
Copyright © 2008, Standard & Poors, a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm |
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data are derived from the audited consolidated financial
statements of the Company. The information set forth below should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of Operations, the
financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(In thousands, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
except per share data) |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Operating Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
101,045 |
|
|
$ |
150,174 |
|
|
$ |
124,910 |
|
|
$ |
103,733 |
|
|
$ |
81,295 |
|
Tooling sales |
|
|
21,667 |
|
|
|
12,156 |
|
|
|
5,633 |
|
|
|
8,112 |
|
|
|
11,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
122,712 |
|
|
|
162,330 |
|
|
|
130,543 |
|
|
|
111,845 |
|
|
|
92,783 |
|
Gross margin |
|
|
16,968 |
|
|
|
29,869 |
|
|
|
23,275 |
|
|
|
17,113 |
|
|
|
13,898 |
|
Income
before interest and taxes |
|
|
5,569 |
|
|
|
15,856 |
|
|
|
10,394 |
|
|
|
6,572 |
|
|
|
4,403 |
|
Net income |
|
|
3,726 |
|
|
|
10,411 |
|
|
|
6,286 |
|
|
|
5,135 |
|
|
|
1,665 |
|
Earnings Per Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
.43 |
|
|
|
1.03 |
|
|
|
.63 |
|
|
|
.53 |
|
|
|
.17 |
|
Diluted |
|
|
.41 |
|
|
|
1.00 |
|
|
|
.60 |
|
|
|
.52 |
|
|
|
.17 |
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
61,695 |
|
|
|
89,506 |
|
|
|
74,221 |
|
|
|
68,960 |
|
|
|
56,152 |
|
Working capital |
|
|
6,253 |
|
|
|
27,575 |
|
|
|
22,766 |
|
|
|
13,530 |
|
|
|
8,544 |
|
Long-term debt |
|
|
5,914 |
|
|
|
7,779 |
|
|
|
9,595 |
|
|
|
11,371 |
|
|
|
12,999 |
|
Stockholders equity |
|
|
21,827 |
|
|
|
42,694 |
|
|
|
34,141 |
|
|
|
26,277 |
|
|
|
20,854 |
|
Return on Equity |
|
|
17 |
% |
|
|
24 |
% |
|
|
18 |
% |
|
|
20 |
% |
|
|
8 |
% |
17
ITEM 7. 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 report: business conditions in the plastics,
transportation, watercraft and commercial product industries; general economic conditions in the
markets, sometimes driven by federal and state regulations(including engine emission regulations),
which Core Molding Technologies operates; dependence upon two major customers as the primary source
of Core Molding Technologies sales revenues; recent efforts of Core Molding Technologies to expand
its customer base; failure of Core Molding Technologies suppliers to perform their contractual
obligations; the availability of raw materials; inflationary pressures; new technologies;
competitive and regulatory matters; labor relations; the loss or inability of Core Molding
Technologies to attract and retain key personnel; compliance changes to federal, state and local
environmental laws and regulations; 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 this Annual Report on Form 10-K.
OVERVIEW
Core Molding Technologies is a compounder of sheet molding composite (SMC) and molder of
fiberglass reinforced plastics. Core Molding Technologies produces high quality fiberglass
reinforced molded products and SMC materials for varied markets, including light, medium and
heavy-duty trucks, automobiles and automotive aftermarkets, personal watercraft, and other
commercial products. The demand for Core Molding Technologies products is affected by economic
conditions in the United States, Canada, and Mexico. Core Molding Technologies manufacturing
operations have a significant fixed cost component. Accordingly, during periods of changing
demands, the profitability of Core Molding Technologies operations may change proportionately more
than revenues from operations.
On December 31, 1996, Core Molding Technologies acquired substantially all of the assets and
assumed certain liabilities of Columbus Plastics, a wholly owned operating unit of Navistars 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 molding utilizing a
vacuum infusion 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 spray-up open mold process and
resin transfer molding (RTM) utilizing multiple insert tooling (MIT) closed mold process.
Core Molding Technologies recorded net income for 2007 of $3,726,000 or $0.43 per basic and
$0.41 per diluted share, compared with $10,411,000 or $1.03 per basic and $1.00 per diluted share,
in the year 2006. Net income was negatively impacted by decreased sales volumes due to lower
demand resulting from an industry wide decline in truck orders. 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 has declined as
anticipated by industry analysts who estimated a twenty to forty percent decrease in new orders for
heavy and medium-duty trucks compared to 2006 demand. In addition to the
18
effect of lower sales, net income was negatively impacted by production inefficiencies
resulting from new product launches and varying production levels caused by inconsistent customer
orders as well as lower fixed cost absorption.
RESULTS OF OPERATIONS
2007 COMPARED WITH 2006
Net sales for 2007 totaled $122,712,000, an approximate 24% decrease from the $162,330,000
reported for 2006. Included in total sales are tooling project revenues of $21,667,000 for 2007
and $12,156,000 for 2006. Tooling project sales result from billings to customers for molds and
assembly equipment built specifically for their products. These sales are sporadic in nature and
do not represent a recurring trend. Tooling project revenues relate to both replacement models and
new business awarded to the Company. Total product sales revenue for 2007, excluding tooling
project revenue, totaled $101,045,000, an approximate 33% decrease from the $150,174,000 reported
for 2006. The primary reason for the 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 and was partially offset by new business awarded to the Company.
Sales to Navistar in 2007 totaled $53,629,000, an approximate 34% decrease from the 2006
amount of $81,223,000. Included in total sales is $8,323,000 of tooling sales for 2007 compared to
$10,206,000 in 2006. Total product sales to Navistar have decreased by 36% for 2007 as compared to
2006. The primary reason for the decrease in product sales is lower demand resulting from an
industry wide general decline in truck orders as noted above, and was partially offset by new
business with Navistar.
Sales to PACCAR in 2007 totaled $40,331,000, an approximate 11% increase from 2006 sales
amount of $36,222,000. Included in total sales is $12,518,000 of tooling sales for 2007 compared
to $1,232,000 in 2006. Total product sales to PACCAR have decreased by 21% for 2007 as compared to
2006. The primary reason for the decrease in sales to PACCAR is a result of the industry wide
decline in truck orders as noted above, which was partially offset by new business with PACCAR.
Sales to other customers decreased by approximately 36% to $28,751,000 in 2007 from
$44,885,000 in 2006. This decrease is primarily related to the general decline in truck orders
from other truck manufacturers Core Molding Technologies serves and reduced sales to an automotive
supplier.
Gross margin was approximately 14% of sales in 2007 compared to 18% of sales in 2006. The
decrease in gross margin was due to a combination of factors including production inefficiencies
resulting from new product launches and varying production levels caused by inconsistent customer
orders. Also contributing to the decrease in gross margin was lower fixed cost absorption due to
lower product sales volumes. Our manufacturing operations have significant fixed costs such as labor, energy, depreciation, lease expense and post retirement healthcare costs that do not
change proportionately with sales. Partially offsetting the decrease in gross margin was lower
profit sharing expense due to lower earnings.
Selling, general, and administrative expenses (SG&A) totaled $11,399,000 in 2007, decreasing
from $14,013,000 incurred in 2006. The primary reasons for this decrease are lower profit sharing
expense due to lower earnings, lower wage and benefit costs related to reductions in personnel, as
well as lower professional fees, outside services and insurance costs.
Interest income decreased to $542,000 in 2007 compared to $645,000 in 2006. This change is
primarily due to the repurchase of 3.6 million shares of stock from Navistar. On July 18, 2007,
$19,000,000 of cash balances were used to partially finance this repurchase, resulting in lower
interest income. Interest expense increased to $717,000 in 2007 compared to $488,000 in 2006. The
increase in interest expense is related to borrowings of $7,100,000 against the line of credit that
was used to finance the remaining portion of the stock repurchase from Navistar. Partially
offsetting higher interest expense from the share repurchase was a
reduction in interest associated
with reductions of long term debt due to regularly scheduled payments. Variable interest rates
experienced by Core Molding Technologies with respect to its two long-term borrowing facilities
have increased; however, due to the interest rate swaps previously entered into by Core Molding
Technologies, the interest rate is essentially fixed for these two debt instruments.
Income tax expense for 2007 was approximately 31% of total income before taxes compared to
approximately 35% in 2006. The decrease is primarily due to the Company qualifying for certain
manufacturing production activity deductions for its U.S. manufacturing facilities under Section
199 of the Internal Revenue Code as well as state and local tax refunds received. Section 199
deductions as a percentage of income are ratably higher in 2007 compared to 2006.
19
Net income for 2007 was $3,726,000 or $.43 per basic share and $.41 per diluted share,
representing a decrease of $6,685,000 from the 2006 net income of $10,411,000 or $1.03 per basic
share and $1.00 per diluted share.
2006 COMPARED WITH 2005
Net sales for 2006 totaled $162,330,000, an approximate 24% increase from the $130,543,000
reported for 2005. Included in total sales are tooling project revenues of $12,156,000 for 2006
and $5,633,000 for 2005. Tooling project sales result from billings to customers for molds and
assembly equipment built specifically for their products. These sales are sporadic in nature and
do not represent a recurring trend. Total product sales revenue for 2006, excluding tooling
project revenue, totaled $150,174,000, an approximate 20% increase from the $124,909,000 reported
for 2005. The primary reason for this increase was due to the full year effect of the Batavia,
Ohio facility which was acquired in August of 2005, customers purchasing vehicles in advance of the
new 2007 emission standard and the positive impact general economic conditions had on the demand
for medium and heavy-duty trucks.
Sales to Navistar totaled $81,223,000, an approximate 22% increase from the 2005 amount of
$66,382,000. Included in total sales is $10,206,000 of tooling sales for 2006 compared to
$4,991,000 in 2005. Total product sales to Navistar have increased by
16% for 2006 as compared to 2005. The primary reason for the increase was due to customers purchasing vehicles in advance of
the new 2007 emission standard and the positive impact general economic conditions have had, as
referenced above, as well as the recognition of tooling revenue.
Sales to PACCAR in 2006 totaled $36,222,000, a significant increase from 2005 sales amount of
$15,512,000. Included in total sales is $1,232,000 of tooling sales for 2006 compared to $65,000
in 2005. Total product sales to PACCAR have increased by 127% for 2006 as compared to 2005. The
primary reason for the increase in sales to PACCAR is due to the full year effect of the Batavia,
Ohio facility which was acquired August of 2005, customers purchasing vehicles in advance of the
new 2007 emission standard, and the positive impact general economic conditions have had, as
referenced above.
Sales to other customers decreased by approximately 8% to $44,885,000 in 2006 from $48,649,000
in 2005. The decrease in sales was primarily due to the decrease in sales to Yamaha due to their
decision during the third quarter of 2005 to diversify their supplier base.
Gross margin was 18.4% of sales in 2006 compared to 17.8% of sales in 2005. The primary
reason for the increase in gross margin, as a percentage of sales was due to better absorption of
fixed costs of production due to the increases in production volumes. These gains were partially
offset by increased profit sharing amounts resulting from improved profits.
Selling, general, and administrative expenses totaled $14,013,000 in 2006, which was greater
than the $12,881,000 incurred in 2005. The increase from 2005 was primarily due to increases in
the Companys profit sharing amounts resulting from increased profits and increases in professional
and outside services.
Interest income increased to $645,000 in 2006 compared to $226,000 in 2005 due to increases in
cash balances and the increase in the interest rate earned on those cash balances. Interest
expense decreased to $488,000 in 2006 compared to $751,000 in 2005. Contributing to the reduction
of net interest expense was capitalized interest in 2006 of approximately $125,000 relating to the
Columbus plant expansion, as well as a reduction in debt from regularly scheduled principal
payments. There was no capitalized interest recorded in 2005. Interest rates experienced by Core
Molding Technologies with respect to its long-term borrowing facilities were favorable; however,
due to the interest rate swaps Core Molding Technologies entered into, the interest rate is
essentially fixed for these debt instruments.
Income tax expense for 2006 was approximately 35% of total income before taxes compared to
approximately 36% in 2005. The decrease is primarily due to the Company qualifying for certain
manufacturing production activity deductions for its U.S. manufacturing facilities under Section
199 of the Internal Revenue Code. These deductions are now available to the Company as it has
utilized all net operating loss carryforwards.
20
LIQUIDITY AND CAPITAL RESOURCES
The Companys primary sources of funds have been cash generated from operating activities and
borrowings from third parties. The Companys primary cash requirements are for operating expenses
and capital expenditures.
Cash provided by operating activities totaled $11,948,000. Net income contributed $3,726,000
to operating cash flow. Non-cash deductions of depreciation and amortization contributed
$3,410,000 to operating cash flow. In addition, the increase in the postretirement healthcare
benefits liability of $1,816,000 is not a current cash obligation, and this item will not be a
significant cash obligation until more retirees begin to utilize their retirement medical benefits.
Changes in working capital increased cash provided by operating activities by $2,560,000. Changes
in working capital primarily relate to collection of accounts receivable partially being offset by
reductions in accounts payable and accrued liabilities due to payment timing differences.
Cash used for investing activities was $2,740,000 for the year ended December 31, 2007.
Capital expenditures totaled $2,743,000, which was primarily related to equipment lease buyouts and
the acquisition of machinery and equipment at production facilities. At December 31, 2007,
commitments for capital expenditures in progress were $486,000. Capital expenditures for 2008 are
anticipated to be $2,268,000, primarily related to the acquisition of machinery and equipment.
Financing activities reduced cash flow by $25,305,000. The primary financing activity was
cash payments of $26,215,000 for the repurchase of Core Molding Technologies stock and related
expenses on July 18, 2007 from Navistar. Additionally the Company has made principal repayments on
its secured note payable of $1,286,000 and its industrial revenue bond of $530,000. Partially
offsetting these payments were net borrowings on the line of credit of $2,252,000 and proceeds of
$358,000 from the issuance of common stock from the exercise of 115,256 stock options and the
related tax benefit of $116,000.
At December 31, 2007, the Company had no cash on hand and an available line of credit of
$15,000,000 (Line of Credit), which is scheduled to mature on April 30, 2009. At December 31,
2007, Core Molding Technologies had outstanding borrowings on the Line of Credit of $2,252,000.
Management expects these resources to be adequate to meet Core Molding Technologies liquidity
needs.
As of December 31, 2007, the Company was in compliance with its two financial debt covenants
for the Line of Credit and letter of credit securing the Industrial Revenue Bond and certain
equipment leases. The covenants relate to maintaining certain financial ratios. Management
expects Core Molding Technologies to meet these covenants for the year 2008. 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.
CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET TRANSACTIONS
The Company has the following minimum commitments under contractual obligations, including
purchase obligations, as defined by the United States Securities and Exchange Commission (SEC).
A purchase obligation is defined as an agreement to purchase goods or services that is
enforceable and legally binding on the Company and that specifies all significant terms, including:
fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the
approximate timing of the transaction. Other long-term liabilities are defined as long-term
liabilities that are reflected on the Companys balance sheet under accounting principles generally
accepted in the United States. Based on this definition, the table below includes only those
contracts which include fixed or minimum obligations. It does not include normal purchases, which
are made in the ordinary course of business.
The following table provides aggregated information about contractual obligations and other
long-term liabilities as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 - 2010 |
|
|
2011 - 2012 |
|
|
2013 and after |
|
|
Total |
|
Debt |
|
$ |
1,866,000 |
|
|
$ |
3,866,000 |
|
|
$ |
1,627,000 |
|
|
$ |
420,000 |
|
|
$ |
7,779,000 |
|
Line of credit |
|
|
2,252,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,252,000 |
|
Interest |
|
|
365,000 |
|
|
|
419,000 |
|
|
|
115,000 |
|
|
|
4,000 |
|
|
|
903,000 |
|
Operating lease obligations |
|
|
604,000 |
|
|
|
941,000 |
|
|
|
11,000 |
|
|
|
|
|
|
|
1,556,000 |
|
Contractual commitments for
capital expenditures |
|
|
486,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
486,000 |
|
Postretirement benefits |
|
|
489,000 |
|
|
|
934,000 |
|
|
|
1,396,000 |
|
|
|
13,623,000 |
|
|
|
16,442,000 |
|
Unrecognized tax benefit |
|
|
24,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,086,000 |
|
|
$ |
6,160,000 |
|
|
$ |
3,149,000 |
|
|
$ |
14,047,000 |
|
|
$ |
29,442,000 |
|
Interest is calculated based on adjusting the variable interest rate to the effective interest
rate due to the swap agreements in place for both long-term borrowings. As of December 31, 2007,
the Company had no off-balance sheet arrangements.
21
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Managements Discussion and Analysis of Financial Condition and Results of Operations discuss
the Companys consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these
consolidated financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis, management evaluates its
estimates and judgments, including those related to accounts receivable, inventories, post
retirement benefits, and income taxes. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among others, affect its more
significant judgments and estimates used in the preparation of its consolidated financial
statements.
Accounts Receivable Allowances
Management maintains allowances for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. If the financial condition of the Companys
customers were to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required. The Company had recorded an allowance for doubtful accounts
of $334,000 at December 31, 2007 and $262,000 at December 31, 2006. Management also records
estimates for chargebacks such as customer returns, customer rework chargebacks, discounts offered
to customers, and price adjustments. Should these customer returns, chargebacks, discounts, and
price adjustments fluctuate from the estimated amounts, additional allowances may be required.
The Company has reduced accounts receivable for chargebacks of $1,576,000 at December 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
Management evaluates whether impairment exists for goodwill and long-lived assets annually on
December 31st. Should actual results differ from the assumptions used to determine impairment,
additional provisions may be required. In particular, decreases in future cash flows from
operating activities below the assumptions could have an adverse effect on the Companys ability to
recover its long-lived assets. The Company has not recorded any impairment to goodwill for
long-lived assets for the years ended December 31, 2007 and 2006.
Self-Insurance
The Company is self-insured with respect to most of its Columbus and Batavia, Ohio and
Gaffney, South Carolina medical and dental claims and Columbus and Batavia, Ohio workers
compensation claims. The Company has recorded an estimated liability for self-insured medical and
dental claims incurred but not reported and workers compensation claims incurred but not reported
at December 31, 2007, and 2006 of $1,141,000 and $1,036,000, respectively.
Post Retirement Benefits
Management records an accrual for postretirement costs associated with the health care plan
sponsored by Core Molding Technologies. Should actual results differ from the assumptions used to
determine the reserves, additional provisions may be required. In particular, increases in future
healthcare costs above the assumptions could have an adverse effect on Core Molding Technologies
operations. The effect of a change in healthcare costs is described in Note 11 of the Consolidated
Notes to Financial Statements. Core Molding Technologies recorded a liability for postretirement
healthcare benefits based on actuarially computed estimates of $16,442,000 at December 31, 2007,
and $16,107,000 at December 31, 2006.
Revenue Recognition
Revenue from product sales is recognized at the time products are shipped and title transfers.
Allowances for returned products, chargebacks and other credits are estimated and recorded as
revenue is recognized. Tooling revenue is recognized when
22
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.
Income Taxes.
Management records a valuation allowance to reduce its deferred tax assets to the amount that
it believes is more likely than not to be realized. The Company has considered future taxable
income in assessing the need for a valuation allowance and has not recorded a valuation allowance
due to anticipating it being more likely than not that the Company will realize these benefits.
An analysis is performed to determine the amount of the deferred tax asset that will be
realized. Such analysis is based upon the premise that the Company is and will continue as a going
concern and that it is more likely than not that deferred tax benefits will be realized through the
generation of future taxable income. Management reviews all available evidence, both positive and
negative, to assess the long-term earnings potential of the Company using a number of alternatives
to evaluate financial results in economic cycles at various industry volume conditions. Other
factors considered are the Companys relationships with its two largest customers (Navistar and
PACCAR), and the Companys recent customer diversification efforts. The projected availability of
taxable income to realize the tax benefits from net operating loss carryforwards and the reversal
of temporary differences before expiration of these benefits are also considered. Management
believes that, with the combination of available tax planning strategies and the maintenance of its
relationships with its key customers, earnings are achievable in order to realize the net deferred
tax asset of $7,799,000.
The deferred tax asset of $7,799,000 at December 31, 2007 primarily includes temporary
differences relating to post-retirement and pension benefits of $5,842,000 and temporary
differences between the book and tax basis of the Companys property and equipment of approximately
$425,000.
INFLATION
Inflation generally affects the Company by increasing the cost of labor, equipment, and raw
materials. Due to the cost of crude oil and natural gas, raw material prices have increased and
may continue to rise in 2008. These increases could have a significant impact on the future
results of operations.
RECENT ACCOUNTING PRONOUNCEMENTS
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.
In December 2007, the FASB issued SFAS No. 141R to improve the relevance, representational
faithfulness, and comparability of information that a reporting entity provides in its financial
reports regarding business combinations and its effects, including recognition of assets and
liabilities, the measurement of goodwill and required disclosures. This Statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or after December 15,
2008 and earlier adoption is prohibited. Management is currently evaluating the impact of the
provisions of SFAS No. 141R on the consolidated financial statements.
In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB
Statement No. 157 (FSP FAS 157-2). FSP FAS 157-2 defers the effective date provision of SFAS
157. As a result of the issuance of FSP FAS 157-2, the provisions of SFAS 157 are effective for
fiscal years beginning after November 15, 2008. Management is currently evaluating the impact of
adopting SFAS 157 on the consolidated financial statements.
23
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Core Molding Technologies primary market risk results from changes in the price of
commodities used in its manufacturing operations. Core Molding Technologies is also exposed to
fluctuations in interest rates and foreign currency fluctuations associated with the Mexican peso.
Core Molding Technologies does not hold any material market risk sensitive instruments for trading
purposes.
Core Molding Technologies has the following five items that are sensitive to market risks: (1)
Industrial Revenue Bond (IRB) with a variable interest rate. Core Molding Technologies has an
interest rate swap to fix the interest rate at 4.89%; (2) revolving line of credit, which bears a
variable interest rate; (3) bank note payable with a variable interest rate. Core Molding
Technologies has an interest rate swap to fix the interest rate at 5.75%; (4) foreign currency
purchases in which Core Molding Technologies purchases Mexican pesos with United States dollars to
meet certain obligations that arise due to operations at the facility located in Mexico; and (5)
raw material purchases in which Core Molding Technologies purchases various resins for use in
production. The prices of these resins are affected by the prices of crude oil and natural gas as
well as processing capacity versus demand.
Assuming a hypothetical 10% increase in commodity prices, Core Molding Technologies would be
impacted by an increase in raw material costs, which would have an adverse effect on operating
margins.
Assuming a hypothetical 10% change in short-term interest rates in both 2007 and 2006,
interest expense would not change significantly for 2006, as the interest rate swap agreements
would generally offset the impact and there was no balance on the revolving line of credit. In
2007, to support the purchase of treasury stock, Core Molding Technologies utilized the revolving line of credit which has a balance of
$2,252,000 at December 31, 2007. The interest rate is impacted by LIBOR. A hypothetical 10%
change in short-term interest rates in 2007 could impact the interest paid by the company, however,
it would not have a material effect on earnings before tax.
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Core Molding Technologies, Inc.
Columbus, Ohio
We have audited the accompanying consolidated balance sheets of Core Molding Technologies,
Inc. and subsidiaries (the Company) as of December 31, 2007 and 2006, and the related
consolidated statements of income, stockholders equity, and cash flows for each of the three years
in the period ended December 31, 2007. Our audits also included the financial statement schedule
listed in the Index at Item 15. These financial statements and financial statement schedule are
the responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of Core Molding Technologies, Inc. and subsidiaries at December
31, 2007 and 2006, and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2007, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a
whole, present fairly in all material respects the information set forth therein.
As discussed in Note 9 to the consolidated
financial statements, effective January 1, 2006, the Company changed the manner in which
it accounts for share-based compensation; in addition, as discussed in Note 11, the Company changed the manner in which it records the
funded status of its postretirement health and life insurance benefits plans, effective December 31, 2006.
|
|
|
/s/ Deloitte & Touche LLP
|
|
|
Deloitte & Touche LLP |
|
|
Columbus, Ohio |
|
|
March 28, 2008 |
|
|
25
Core Molding Technologies, Inc. and Subsidiaries
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
101,045,056 |
|
|
$ |
150,173,598 |
|
|
$ |
124,909,485 |
|
Tooling |
|
|
21,666,831 |
|
|
|
12,156,392 |
|
|
|
5,633,379 |
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
|
122,711,887 |
|
|
|
162,329,990 |
|
|
|
130,542,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
103,350,263 |
|
|
|
130,093,453 |
|
|
|
105,054,151 |
|
Postretirement benefits expense |
|
|
2,393,642 |
|
|
|
2,367,602 |
|
|
|
2,213,622 |
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
105,743,905 |
|
|
|
132,461,055 |
|
|
|
107,267,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
16,967,982 |
|
|
|
29,868,935 |
|
|
|
23,275,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expense |
|
|
10,856,539 |
|
|
|
13,488,297 |
|
|
|
12,353,191 |
|
Postretirement benefits expense |
|
|
542,221 |
|
|
|
524,889 |
|
|
|
528,147 |
|
|
|
|
|
|
|
|
|
|
|
Total selling, general, and administrative
expense |
|
|
11,398,760 |
|
|
|
14,013,186 |
|
|
|
12,881,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before interest and income taxes |
|
|
5,569,222 |
|
|
|
15,855,749 |
|
|
|
10,393,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
542,167 |
|
|
|
645,120 |
|
|
|
226,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(717,162 |
) |
|
|
(488,310 |
) |
|
|
(750,763 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5,394,227 |
|
|
|
16,012,559 |
|
|
|
9,869,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
1,540,421 |
|
|
|
3,956,972 |
|
|
|
828,012 |
|
Deferred |
|
|
127,333 |
|
|
|
1,644,940 |
|
|
|
2,755,124 |
|
|
|
|
|
|
|
|
|
|
|
Total income taxes |
|
|
1,667,754 |
|
|
|
5,601,912 |
|
|
|
3,583,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,726,473 |
|
|
$ |
10,410,647 |
|
|
$ |
6,286,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.43 |
|
|
$ |
1.03 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
.41 |
|
|
$ |
1.00 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
8,686,905 |
|
|
|
10,078,800 |
|
|
|
9,913,209 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
9,004,429 |
|
|
|
10,387,122 |
|
|
|
10,412,774 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
26
Core Molding Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
|
|
|
$ |
16,096,223 |
|
Accounts receivable (less allowance for doubtful accounts: |
|
|
|
|
|
|
|
|
2007 - $334,000 and 2006 - $262,000) |
|
|
12,469,502 |
|
|
|
22,456,177 |
|
Inventories: |
|
|
|
|
|
|
|
|
Finished and work in process goods |
|
|
3,333,119 |
|
|
|
2,793,993 |
|
Stores |
|
|
5,011,291 |
|
|
|
4,598,983 |
|
|
|
|
|
|
|
|
Total inventories |
|
|
8,344,410 |
|
|
|
7,392,976 |
|
|
|
|
|
|
|
|
|
|
Deferred tax asset |
|
|
1,625,781 |
|
|
|
1,529,592 |
|
Foreign sales tax receivable |
|
|
959,767 |
|
|
|
1,032,058 |
|
Income tax receivable |
|
|
|
|
|
|
1,432,324 |
|
Prepaid expenses and other current assets |
|
|
632,329 |
|
|
|
730,109 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
24,031,789 |
|
|
|
50,669,459 |
|
|
|
|
|
|
|
|
|
|
Property, plant, and equipment |
|
|
59,906,910 |
|
|
|
56,927,053 |
|
Accumulated depreciation |
|
|
(29,691,245 |
) |
|
|
(26,389,062 |
) |
|
|
|
|
|
|
|
Property, plant, and equipment net |
|
|
30,215,665 |
|
|
|
30,537,991 |
|
|
|
|
|
|
|
|
|
|
Deferred tax asset |
|
|
6,173,514 |
|
|
|
6,916,348 |
|
Goodwill |
|
|
1,097,433 |
|
|
|
1,097,433 |
|
Customer list/ Non-compete |
|
|
87,629 |
|
|
|
138,814 |
|
Other assets |
|
|
89,168 |
|
|
|
145,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
61,695,198 |
|
|
$ |
89,505,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion long-term debt |
|
$ |
1,865,716 |
|
|
$ |
1,815,716 |
|
Notes payable line of credit |
|
|
2,251,863 |
|
|
|
|
|
Accounts payable |
|
|
8,537,895 |
|
|
|
10,735,295 |
|
Tooling in progress |
|
|
102,419 |
|
|
|
1,179,684 |
|
Current portion graduated lease payments |
|
|
|
|
|
|
70,373 |
|
Current portion of postretirement benefit liability |
|
|
489,000 |
|
|
|
247,000 |
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
Compensation and related benefits |
|
|
3,350,867 |
|
|
|
7,111,475 |
|
Interest payable |
|
|
89,721 |
|
|
|
76,373 |
|
Taxes |
|
|
23,221 |
|
|
|
|
|
Other |
|
|
1,067,792 |
|
|
|
1,858,662 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
17,778,494 |
|
|
|
23,094,578 |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
5,913,563 |
|
|
|
7,779,279 |
|
Interest rate swaps |
|
|
223,566 |
|
|
|
35,848 |
|
Graduated lease payments |
|
|
|
|
|
|
41,050 |
|
Postretirement benefits liability |
|
|
15,952,891 |
|
|
|
15,860,558 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
39,868,514 |
|
|
|
46,811,313 |
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
Stockholders Equity: |
|
|
|
|
|
|
|
|
Preferred stock $0.01 par value, authorized shares - 10,000,000;
outstanding shares: 2007 and 2006 -
0 |
|
|
|
|
|
|
|
|
Common stock $0.01 par value, authorized shares - 20,000,000;
outstanding shares: 2007 - 6,727,871 and 2006 - 10,204,607 |
|
|
67,279 |
|
|
|
102,046 |
|
Paid-in capital |
|
|
22,614,127 |
|
|
|
21,872,723 |
|
Accumulated other comprehensive loss, net of income tax effect |
|
|
(2,209,540 |
) |
|
|
(3,019,315 |
) |
Treasury stock |
|
|
(26,179,054 |
) |
|
|
|
|
Retained earnings |
|
|
27,533,872 |
|
|
|
23,738,946 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
21,826,684 |
|
|
|
42,694,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
61,695,198 |
|
|
$ |
89,505,713 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
27
Core Molding Technologies, Inc. and Subsidiaries
Consolidated Statements of Stockholders Equity
for the Years Ended December 31, 2007, 2006, and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Total |
|
|
|
Outstanding |
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Stockholders |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Stock |
|
|
Equity |
|
|
|
|
Balance at January 1, 2005 |
|
|
9,780,067 |
|
|
$ |
97,801 |
|
|
$ |
19,451,378 |
|
|
$ |
7,042,243 |
|
|
$ |
(314,536 |
) |
|
$ |
|
|
|
$ |
26,276,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,286,056 |
|
|
|
|
|
|
|
|
|
|
|
6,286,056 |
|
Hedge accounting effect
of the interest
rate swap, net of
deferred income tax
expense of $125,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255,645 |
|
|
|
|
|
|
|
255,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,541,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued from
exercise of
stock options |
|
|
261,400 |
|
|
|
2,614 |
|
|
|
805,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
808,361 |
|
Tax effect from exercise
of stock options |
|
|
|
|
|
|
|
|
|
|
513,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
513,819 |
|
|
|
|
Balance at December 31, 2005 |
10,041,467 |
|
|
|
100,415 |
|
|
|
20,770,944 |
|
|
|
13,328,299 |
|
|
|
(58,891 |
) |
|
|
|
|
|
|
34,140,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,410,647 |
|
|
|
|
|
|
|
|
|
|
|
10,410,647 |
|
Hedge accounting effect
of the interest
rate swap, net of
deferred income tax
expense of $25,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,576 |
|
|
|
|
|
|
|
39,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,450,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued from
exercise of
stock options |
|
|
152,270 |
|
|
|
1,522 |
|
|
|
483,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,017 |
|
Tax effect from exercise
of stock options |
|
|
|
|
|
|
|
|
|
|
279,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,505 |
|
Restricted stock issued |
|
|
10,870 |
|
|
|
109 |
|
|
|
89,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,930 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
248,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
248,958 |
|
Adoption of SFAS 158, net
of deferred
income tax benefit of $1,740,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,000,000 |
) |
|
|
|
|
|
|
(3,000,000 |
) |
|
|
|
Balance at December 31,
2006 |
10,204,607 |
|
|
|
102,046 |
|
|
|
21,872,723 |
|
|
|
23,738,946 |
|
|
|
(3,019,315 |
) |
|
|
|
|
|
|
42,694,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,726,473 |
|
|
|
|
|
|
|
|
|
|
|
3,726,473 |
|
Hedge accounting effect
of the interest
rate swap, net of
deferred income tax
benefit of $63,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89,230 |
) |
|
|
|
|
|
|
(89,230 |
) |
Deferral of unrecognized
net gain, net of tax
expense of $485,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
730,005 |
|
|
|
|
|
|
|
730,005 |
|
Amortization of
unrecognized net loss,
net of tax expense of $98,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,000 |
|
|
|
|
|
|
|
169,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,536,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued from
exercise of
stock options |
|
|
115,256 |
|
|
|
1,153 |
|
|
|
357,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
358,224 |
|
Tax effect from exercise
of stock options |
|
|
|
|
|
|
|
|
|
|
116,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,139 |
|
Restricted stock issued |
|
|
8,008 |
|
|
|
80 |
|
|
|
56,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,785 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
211,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
211,489 |
|
Cumulative impact of
change in accounting
for uncertainties in
income taxes (FIN 48 -
Note 10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,453 |
|
|
|
|
|
|
|
|
|
|
|
68,453 |
|
Purchase of Treasury stock |
|
|
(3,600,000 |
) |
|
|
(36,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,179,054 |
) |
|
|
(26,215,054 |
) |
|
|
|
Balance at December 31,
2007 |
6,727,871 |
|
|
$ |
67,279 |
|
|
$ |
22,614,127 |
|
|
$ |
27,533,872 |
|
|
$ |
(2,209,540 |
) |
|
$ |
(26,179,054 |
) |
|
$ |
21,826,684 |
|
|
|
|
See notes to consolidated financial statements.
28
Core Molding Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,726,473 |
|
|
$ |
10,410,647 |
|
|
$ |
6,286,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
3,409,867 |
|
|
|
2,715,517 |
|
|
|
2,255,702 |
|
Deferred income taxes |
|
|
127,332 |
|
|
|
1,644,804 |
|
|
|
2,755,124 |
|
Interest expense (income) related to ineffectiveness of swap |
|
|
34,664 |
|
|
|
(3,401 |
) |
|
|
7,746 |
|
Loss (Gain) on disposal of assets |
|
|
(3,116 |
) |
|
|
49,049 |
|
|
|
14,701 |
|
Share-based compensation |
|
|
268,274 |
|
|
|
338,888 |
|
|
|
|
|
Amortization of gain on sale/leaseback transactions |
|
|
|
|
|
|
(648,054 |
) |
|
|
(453,554 |
) |
Loss (Gain) on translation of foreign currency financial statements |
|
|
7,826 |
|
|
|
27,814 |
|
|
|
(19,506 |
) |
Change in operating assets and liabilities (net of effects from acquisition in
2005): |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
9,986,675 |
|
|
|
(176,589 |
) |
|
|
(3,112,488 |
) |
Inventories |
|
|
(951,434 |
) |
|
|
(97,955 |
) |
|
|
(81,663 |
) |
Prepaid expenses and other assets |
|
|
170,072 |
|
|
|
(57,507 |
) |
|
|
568,315 |
|
Accounts payable |
|
|
(2,442,408 |
) |
|
|
169,719 |
|
|
|
(2,697,636 |
) |
Accrued and other liabilities |
|
|
(4,202,820 |
) |
|
|
935,226 |
|
|
|
794,198 |
|
Postretirement benefits liability |
|
|
1,816,475 |
|
|
|
1,601,014 |
|
|
|
1,731,770 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
11,947,880 |
|
|
|
16,909,172 |
|
|
|
8,048,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant, and equipment |
|
|
(2,742,675 |
) |
|
|
(9,226,312 |
) |
|
|
(3,044,643 |
) |
Proceeds from sale of property and equipment |
|
|
3,116 |
|
|
|
10,563 |
|
|
|
65,000 |
|
Acquisition of Cincinnati Fiberglass, Inc. |
|
|
|
|
|
|
|
|
|
|
(688,077 |
) |
Proceeds from maturities on mortgage-backed security investment |
|
|
|
|
|
|
|
|
|
|
88,239 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(2,739,559 |
) |
|
|
(9,215,749 |
) |
|
|
(3,579,481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
358,224 |
|
|
|
485,017 |
|
|
|
808,361 |
|
Net borrowing on revolving Line of Credit |
|
|
2,251,863 |
|
|
|
|
|
|
|
|
|
Tax effect from exercise of stock options |
|
|
116,139 |
|
|
|
279,505 |
|
|
|
513,819 |
|
Payment of principal on bank note |
|
|
(1,285,716 |
) |
|
|
(1,285,716 |
) |
|
|
(1,285,716 |
) |
Payment of principal on industrial revenue bond |
|
|
(530,000 |
) |
|
|
(490,000 |
) |
|
|
(450,000 |
) |
Payments related to purchase of Treasury Stock |
|
|
(26,215,054 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(25,304,544 |
) |
|
|
(1,011,194 |
) |
|
|
(413,536 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(16,096,223 |
) |
|
|
6,682,229 |
|
|
|
4,055,748 |
|
|
Cash and cash equivalents at beginning of year |
|
|
16,096,223 |
|
|
|
9,413,994 |
|
|
|
5,358,246 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
|
|
|
$ |
16,096,223 |
|
|
$ |
9,413,994 |
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
627,873 |
|
|
$ |
578,300 |
|
|
$ |
668,709 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes (net of tax refunds) |
|
$ |
19,912 |
|
|
$ |
5,054,371 |
|
|
$ |
526,918 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
29
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. Business Formation and Nature of Operations
Core Molding Technologies and its subsidiaries operate in the plastics market in a family of
products known as reinforced plastics. Reinforced plastics are combinations of resins and
reinforcing fibers (typically glass or carbon) that are molded to shape. Core Molding Technologies
operates four production facilities in Columbus, Ohio; Batavia, Ohio; Gaffney, South Carolina; and
Matamoros, Mexico. The Columbus and Gaffney facilities produce reinforced plastics by compression
molding sheet molding compound (SMC) in a closed mold process. The Batavia facility, which was
acquired in August 2005 (see Note 4), produces reinforced plastic products by a spray-up open mold
process and resin transfer molding (RTM) closed mold process utilizing multiple insert tooling
(MIT). The Matamoros facility utilizes spray-up and hand lay-up open mold processes and resin
transfer (RTM) closed molding utilizing the vacuum infusion process to produce reinforced plastic
products. Core Molding Technologies also sells reinforced plastic products in the
automotive-aftermarket industry as a result of its September 2004 acquisition of certain assets of
Keystone Restyling Products, Inc.
The Company operates in one business segment as a compounder of sheet molding composites
(SMC) and molder of fiberglass reinforced plastics. The Company produces and sells both SMC
compound and molded products for varied markets, including light, medium, and heavy-duty trucks,
automobiles and automotive aftermarket, personal watercraft, and other commercial products.
2. Summary of Significant Accounting Policies
Principles
of Consolidation - The accompanying consolidated financial statements include the
accounts of all subsidiaries after elimination of all intercompany accounts, transactions, and
profits.
Use of Estimates - The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosures of
contingent assets and liabilities, and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue Recognition - Revenue from product sales is recognized at the time products are
shipped and title transfers. Allowances for returned products, chargebacks 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 December 31, 2007 the Company has recorded a
net liability related to tooling in progress of $102,000, which represents approximately $4,738,000
of progress tooling billings and $4,636,000 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.
Cash
and Cash Equivalents - The Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents. Cash is held primarily in one
bank. At December 31, 2007 the Company had no cash on hand and book overdrafts in the amount of
$2,945,000 which are recorded in accounts payable on the Consolidated Balance Sheet.
Accounts
Receivable Allowances - Management maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make required payments. If the
financial condition of the Companys customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required. The Company had recorded an
allowance for doubtful accounts of $334,000 at December 31, 2007 and $262,000 at December 31, 2006.
Management also records estimates for chargebacks such as customer returns, customer rework
chargebacks, discounts offered to customers, and price adjustments. Should these customer returns,
chargebacks, discounts, and price adjustments fluctuate from the estimated amounts, additional
allowances may be required. The Company has reduced accounts receivable for chargebacks of
$1,576,000 at December 31, 2007 and $1,426,000 at
December 31, 2006. There have been no material changes in the
methodology of these calculations.
Inventories - Inventories are stated at the lower of cost (first-in, first-out) or market. The
Company has recorded an allowance for slow moving and obsolete inventory of $294,000 at December
31, 2007 and $341,000 at December 31, 2006.
30
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Property, Plant, and Equipment Property, plant, and equipment are recorded at cost.
Depreciation is provided on a straight-line method over the estimated useful lives of the assets.
The carrying amount of long-lived assets is evaluated annually to determine if adjustment to the
depreciation period or to the unamortized balance is warranted.
Ranges of estimated useful lives for computing depreciation are as follows:
|
|
|
Land improvements |
|
20 years |
Building and improvements |
|
20-40 years |
Machinery and equipment |
|
3-15 years |
Tools, dies and patterns |
|
3-5 years |
Depreciation expense was $3,302,000, $2,613,000, and $2,158,000 for 2007, 2006, and 2005,
respectively. In 2007, approximately $18,000 of interest cost was capitalized in property, plant,
and equipment. In 2006 approximately $125,000 of interest cost was capitalized. No interest costs
were capitalized in 2005.
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. If impairment exists, the carrying amount of the long-lived assets is reduced
to its estimated fair value, less any costs associated with the final settlement. For the years
ended December 31, 2007, 2006, and 2005, there was no impairment of the Companys long-lived
assets.
Self-insurance The Company is self-insured with respect to its Columbus and Batavia, Ohio
and Gaffney, South Carolina medical and dental claims and Columbus and Batavia, Ohio workers
compensation claims. The Company has recorded an estimated liability for self-insured medical and
dental claims incurred but not reported and workers compensation claims incurred but not reported
at December 31, 2007, and 2006 of $1,141,000 and $1,036,000, respectively.
Fair Value of Financial Instruments The Companys financial instruments consist of long-term
debt, an interest rate swap, accounts receivable, and accounts payable. The carrying amount of
these financial instruments approximated their fair value.
Concentration of Credit Risk The Company has significant transactions with two major
customers (see Note 3), which together comprised 77%, 72%, and 63% of total sales in 2007, 2006,
and 2005, respectively and 64% and 68% of the accounts receivable balances at December 31, 2007 and
2006, respectively. The Company performs ongoing credit evaluations of its customers financial
condition. The Company maintains reserves for potential bad debt losses, and such bad debt losses
have been historically within the Companys expectations. Export sales, including sales to Canada
and Mexico, for products provided to certain customers manufacturing and service locations totaled
15%, 20%, and 20% of total sales for 2007, 2006, and 2005, respectively.
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.
31
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The computation of basic and diluted earnings per common share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
3,726,473 |
|
|
$ |
10,410,647 |
|
|
$ |
6,286,056 |
|
|
Weighted average common shares outstanding |
|
|
8,686,905 |
|
|
|
10,078,800 |
|
|
|
9,913,209 |
|
Plus: dilutive options assumed exercised |
|
|
587,700 |
|
|
|
748,956 |
|
|
|
1,027,700 |
|
Plus: weighted average non-vested restricted stock |
|
|
33,532 |
|
|
|
15,616 |
|
|
|
|
|
Less: shares assumed repurchased with proceeds from
exercise |
|
|
303,708 |
|
|
|
456,250 |
|
|
|
528,135 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and potentially issuable
common shares outstanding |
|
|
9,004,429 |
|
|
|
10,387,122 |
|
|
|
10,412,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
.43 |
|
|
$ |
1.03 |
|
|
$ |
0.63 |
|
Diluted earnings per common share |
|
$ |
.41 |
|
|
$ |
1.00 |
|
|
$ |
0.60 |
|
33,000 shares at December 31, 2007, 51,000 shares at December 31, 2006, and 5,000 shares at
December 31, 2005 were not included in diluted earnings per share as they were anti-dilutive.
Research and Development Research and development costs, which are expensed as incurred,
totaled approximately $223,000 in 2007, $254,000 in 2006, and $360,000 in 2005.
Deferred Gain Deferred gains resulted from sales leaseback transactions that occurred in
1997 and 1998 and were being amortized over the lease period.
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 will become effective for the Company on January 1, 2007. For
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. The amount recognized is measured as the largest amount of
benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The
impact of the adoption of FIN 48 is discussed in Note 10.
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.
In December 2007, the FASB issued SFAS No. 141R to improve the relevance, representational
faithfulness, and comparability of information that a reporting entity provides in its financial
reports regarding business combinations and its effects, including recognition of assets and
liabilities, the measurement of goodwill and required disclosures. This Statement is effective for
32
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
fiscal years, and interim periods within those fiscal years, beginning on or after December 15,
2008 and earlier adoption is prohibited. Management is currently evaluating the impact of the
provisions of SFAS No. 141R on the consolidated financial statements.
In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB
Statement No. 157 (FSP FAS 157-2). FSP FAS 157-2 defers the effective date provision of SFAS
157. As a result of the issuance of FSP FAS 157-2, the provisions of SFAS 157 are effective for
fiscal years beginning after November 15, 2008. Management is currently evaluating the impact of
adopting SFAS 157 on the consolidated financial statements
Foreign Currency Adjustments In conjunction with the Companys acquisition of certain assets
of Airshield Corporation, the Company established operations in Mexico. The functional currency
for the Mexican operations is the United States dollar. All foreign currency asset and liability
amounts are remeasured into United States dollars at end-of-period exchange rates. Income
statement accounts are translated at the monthly average rates. Gains and losses resulting from
translation of foreign currency financial statements into United States dollars and gains and
losses resulting from foreign currency transactions are included in current results of operations.
Aggregate foreign currency translation and transaction (gains) losses included in Selling General
and Administration totaled $5,975 in 2007, ($17,219) in 2006, and $90,131 in 2005.
3. Major Customers
The
Company currently has two major customers, Navistar, Inc.
(Navistar) formerly known as International Truck & Engine Corporation, and PACCAR, Inc.
(PACCAR). Major customers are defined as customers whose sales individually consist of more than
ten percent of total sales. The loss of a significant portion of sales to Navistar, or PACCAR
would have a material adverse effect on the business of the Company. In previous years the Company
identified Freightliner, LLC (Freightliner) as a major customer; however, in 2007 Freightliners
individual sales were less than ten percent of total sales.
The following table presents net sales for the above-mentioned customers for the years ended
December 31, 2007, 2006, and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Navistar product sales |
|
$ |
45,306,691 |
|
|
$ |
71,016,465 |
|
|
|
61,391,320 |
|
Navistar tooling sales |
|
|
8,322,599 |
|
|
|
10,206,378 |
|
|
|
4,990,603 |
|
|
|
|
|
|
|
|
|
|
|
Total Navistar sales |
|
|
53,629,290 |
|
|
|
81,222,843 |
|
|
|
66,381,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PACCAR product sales |
|
|
27,813,324 |
|
|
|
34,990,325 |
|
|
|
15,446,600 |
|
PACCAR tooling sales |
|
|
12,518,169 |
|
|
|
1,232,015 |
|
|
|
65,484 |
|
|
|
|
|
|
|
|
|
|
|
Total PACCAR sales |
|
|
40,331,493 |
|
|
|
36,222,340 |
|
|
|
15,512,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other product sales |
|
|
27,925,041 |
|
|
|
44,166,808 |
|
|
|
48,071,565 |
|
Other tooling sales |
|
|
826,063 |
|
|
|
717,999 |
|
|
|
577,292 |
|
|
|
|
|
|
|
|
|
|
|
Total other sales |
|
|
28,751,104 |
|
|
|
44,884,807 |
|
|
|
48,648,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product sales |
|
|
101,045,056 |
|
|
|
150,173,598 |
|
|
|
124,909,485 |
|
Total tooling sales |
|
|
21,666,831 |
|
|
|
12,156,392 |
|
|
|
5,633,379 |
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
$ |
122,711,887 |
|
|
$ |
162,329,990 |
|
|
$ |
130,542,864 |
|
|
|
|
|
|
|
|
|
|
|
4. Acquisitions
On August 3, 2005 Core Molding Technologies, Inc. acquired certain assets of the Cincinnati
Fiberglass Division of Diversified Glass, Inc., a Batavia, Ohio-based, privately held manufacturer
and distributor of fiberglass reinforced plastic components supplied primarily to the heavy-duty
truck market, for $688,077. The acquisition was part of the Companys growth strategy. Core
Molding Technologies has continued operation of the Batavia facility. As part of the acquisition,
Core Molding Technologies agreed to lease the manufacturing facility from the previous owner of
Diversified Glass, Inc.
33
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The acquisition was recorded using the purchase method of accounting and, accordingly, the
operating results of the Batavia facility have been included with those of the Company subsequent
to August 3, 2005.
The following table presents the allocation of the purchase price:
|
|
|
|
|
Inventories |
|
$ |
668,862 |
|
Property and Equipment |
|
|
95,000 |
|
Non-compete agreement |
|
|
5,000 |
|
Tooling accounts receivable |
|
|
36,265 |
|
|
|
|
|
Total assets purchased |
|
|
805,127 |
|
|
|
|
|
|
Accrued vacation assumed |
|
|
(117,050 |
) |
|
|
|
|
Net purchase price |
|
$ |
688,077 |
|
|
|
|
|
5. Foreign Operations
In conjunction with the Companys acquisition of assets of Airshield Corporation on October
16, 2001, the Company established manufacturing operations in Mexico (under the Maquiladora
program). The Mexican operation is a captive manufacturing facility of the Company and the
functional currency is United States dollars. Essentially all sales of the Mexican operation are
made to United States customers in United States dollars, which totaled $18,800,000 in 2007,
$28,737,000 in 2006, and $25,005,000 in 2005. Expenses are incurred in the United States dollar
and the Mexican peso. Expenses incurred in pesos include labor, utilities, supplies and materials,
and amounted to approximately 41% of sales in 2007, 33% of sales in 2006, and 31% of sales in 2005.
The Company owns long-lived assets that are geographically located at the Mexican operation, which
have a net book value of $956,000 at December 31, 2007. The Companys manufacturing operation in
Mexico is subject to various political, economic, and other risks and uncertainties inherent to
Mexico. Among other risks, the Companys Mexican operations are subject to domestic and
international customs and tariffs, changing taxation policies, and governmental regulations.
6. Property, Plant, and Equipment
Property, plant, and equipment consist of the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Land and land improvements |
|
$ |
2,311,507 |
|
|
$ |
2,311,507 |
|
Buildings |
|
|
20,257,248 |
|
|
|
20,140,860 |
|
Machinery and equipment |
|
|
36,062,831 |
|
|
|
32,360,557 |
|
Tools, dies, and patterns |
|
|
765,268 |
|
|
|
733,160 |
|
Additions in progress |
|
|
510,056 |
|
|
|
1,380,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
59,906,910 |
|
|
|
56,927,053 |
|
Less accumulated depreciation |
|
|
(29,691,245 |
) |
|
|
(26,389,062 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant, and equipment net |
|
$ |
30,215,665 |
|
|
$ |
30,537,991 |
|
|
|
|
|
|
|
|
Additions in progress at December 31, 2007 and 2006 primarily relate to the purchase and
installation of equipment at the Companys operating facilities. At December 31, 2007 and 2006,
commitments for capital expenditures in progress were $486,000 and $682,000, respectively.
34
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
7. Debt and Leases
|
|
|
|
|
|
|
|
|
|
|
December, 31 |
|
|
|
2007 |
|
|
2006 |
|
Revolving
line of credit, collateralized by all the Companys assets. |
|
$ |
2,251,863 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Note Payable to bank, interest at a variable rate with monthly
payments of interest and principal over a seven-year period through
December 2010, collateralized by a security interest in all the
Companys assets. |
|
|
3,964,279 |
|
|
|
5,249,995 |
|
|
|
|
|
|
|
|
|
|
Industrial Revenue Bond, interest adjustable weekly (2007 average
3.78%; 2006 average 3.60%), payable quarterly, principal due in
variable quarterly installments through April, 2013, secured by a
bank letter of credit with a balance of $3,930,000 as of December
31, 2007. |
|
|
3,815,000 |
|
|
|
4,345,000 |
|
|
|
|
|
|
|
|
Total |
|
|
10,031,142 |
|
|
|
9,594,995 |
|
Less current portion |
|
|
(4,117,579 |
) |
|
|
(1,815,716 |
) |
|
|
|
|
|
|
|
Long-term debt |
|
$ |
5,913,563 |
|
|
$ |
7,779,279 |
|
|
|
|
|
|
|
|
Note Payable Bank
On December 30, 2003, the Company borrowed $9,000,000 in the form of a note payable
collateralized by the Companys assets. The note payable bears interest at a variable rate of
LIBOR plus 200 basis points or the prime rate and this rate was 7.23% at December 31, 2007.
Industrial Revenue Bond
In May 1998, the Company borrowed $7,500,000 through the issuance of an Industrial Revenue
Bond (IRB). The IRB bears interest at a weekly adjustable rate and matures in April 2013. The
maximum interest rate that may be charged at any time over the life of the IRB is 10%.
As security for the IRB, the Company obtained a letter of credit from a commercial bank, which
has a balance of $3,930,000 as of December 31, 2007. The letter of credit can only be used to pay
principal and interest on the IRB. Any borrowings made under the letter of credit bear interest at
the banks prime rate and are secured by a lien and security interest in all of the Companys
assets. The letter of credit expires in April 2010, and the Company intends to extend the letter
of credit each year as required by the IRB.
Revolving Line of Credit
At December 31, 2007, the Company had available a $15,000,000 variable rate bank revolving
line of credit scheduled to mature on April 30, 2009. The line of credit bears interest at LIBOR
plus 200 basis points or at the prime rate. The line of credit is collateralized by all the
Companys assets. At December 31, 2007 there was a balance of $2,252,000 on the bank revolving line
of
credit. There was no outstanding balance on the bank revolving line of credit at December 31,
2006. The outstanding balance on the line of credit is not due until April 2009; however the
Company anticipates paying off the balance within the next 12 months and therefore has classified
the outstanding balance as a current liability on the Consolidated Balance Sheets.
35
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Annual maturities of long-term debt are as follows:
|
|
|
|
|
2008 |
|
$ |
4,118,000 |
|
2009 |
|
|
1,906,000 |
|
2010 |
|
|
1,960,000 |
|
2011 |
|
|
837,000 |
|
2012 |
|
|
790,000 |
|
Thereafter |
|
|
420,000 |
|
|
|
|
|
Total |
|
$ |
10,031,000 |
|
|
|
|
|
Interest Rate Swaps
In conjunction with its variable rate Industrial Revenue Bond, the Company entered into an
interest rate swap agreement, which is designated as a cash flow hedging instrument. Under this
agreement, the Company pays a fixed rate of 4.89% to the bank and receives 76% of the 30-day
commercial paper rate. The swap term and notional amount matches the payment schedule on the IRB
with final maturity in April 2013. The difference paid or received varies as short-term interest
rates change and is accrued and recognized as an adjustment to interest expense. While the Company
is exposed to credit loss on its interest rate swap in the event of non-performance by the
counterparty to the swap, management believes such non-performance is unlikely to occur given the
financial resources of the counterparty. The effectiveness of the swap is assessed at each
financial reporting date by comparing the commercial paper rate of the swap to the benchmark rate
underlying the variable rate of the Industrial Revenue Bond. In all periods presented this cash
flow hedge was highly effective; any ineffectiveness was recorded to interest expense. None of the
changes in the fair value of the interest rate swap have been excluded from the assessment of hedge
effectiveness.
Effective January 1, 2004, the Company entered into an interest rate swap agreement, which is
designated as a cash flow hedge of the bank note payable. Under this agreement, the Company pays a
fixed rate of 5.75% to the bank and receives LIBOR plus 200 basis points. The swap term and
notional amount matches the payment schedule on the secured note payable with final maturity in
January 2011. The interest rate swap is a highly effective hedge because the amount, benchmark
interest rate index, term, and repricing dates of both the interest rate swap and the hedged
variable interest cash flows are exactly the same. While the Company is exposed to credit loss on
its interest rate swap in the event of non-performance by the counterparty to the swap, management
believes such non-performance is unlikely to occur given the financial resources of the
counterparty.
Interest expense includes $28,000 of income in 2007, $26,000 of income in 2006, and $162,000
of expense in 2005 for settlements related to the swaps.
Bank Covenants
The Company is subject to formal debt covenants related to minimum fixed charge coverage and
total funded obligations debt ratios. As of December 31, 2007, the Company was in compliance with
these covenants.
Leases
The Company leases a portion of its manufacturing facilities, manufacturing equipment and a
warehouse facility under operating lease agreements. During 2007 the Company purchased machinery
and equipment amounting to $1,169,000 by exercising an early buyout option and as a result a gain
of $49,000 was recognized from the reversal of a graduated lease payment liability.
In August 2005, in conjunction with the acquisition of the Cincinnati Fiberglass Division of
Diversified Glass, Inc., Core Composites Cincinnati, LLC entered into a 7-year operating lease
agreement through July 2012 for the manufacturing facility located in Batavia, Ohio. The Company
has the option to terminate the lease effective any time after July 31, 2006, by providing written
notice to the lessor no later than 90 days prior to intended termination date. The Company has the
option to purchase the property at the end of every lease year.
In October 2001, in conjunction with the Airshield Asset Acquisition, the Companys Mexican
subsidiary entered into a 10-year operating lease agreement through October 2011 for a
manufacturing facility in Matamoros, Mexico. The Company has an option to purchase the facility at
any time during the first seven years. The Company may cancel the lease upon giving six months
notice to the lessor.
36
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Total rental expense was $2,611,000, $3,892,000, and $4,195,000 for 2007, 2006, and 2005,
respectively. The future minimum lease payments under non-cancelable operating leases that have
lease terms in excess of one year are as follows:
|
|
|
|
|
2008 |
|
$ |
604,000 |
|
2009 |
|
|
603,000 |
|
2010 |
|
|
338,000 |
|
2011 |
|
|
11,000 |
|
|
|
|
|
Total minimum lease payments |
|
$ |
1,556,000 |
|
|
|
|
|
8. Equity
Treasury Stock
On July 18, 2007, the Company entered into a stock repurchase agreement with Navistar,
pursuant to which the Company repurchased 3,600,000 shares of the Companys common stock, from
Navistar in a privately negotiated transaction at $7.25 per share, for a total purchase price of
$26,100,000. Navistar continues to be a significant stockholder of the Companys common stock with
664,000 shares, or approximately 9.9% of the shares outstanding after the repurchase. Navistar is
also the Companys largest customer, accounting for approximately 44% of the Companys 2007 sales.
The Company used approximately $19 million of existing cash and $7.1 million from its revolving
line of credit to fund the repurchase. The Company also incurred approximately $115,000 in costs
related to the stock repurchase agreement, which are recorded as part of the cost of its treasury
stock.
Anti-takeover Measures
The Companys Certificate of Incorporation and By-laws contain certain provisions designed to
discourage specific types of transactions involving an actual or threatened change of control of
the Company. These provisions, which are designed to make it more difficult to change majority
control of the Board of Directors without its consent, include provisions related to removal of
Directors, the approval of a merger and certain other transactions as outlined in the Certificate
of Incorporation and any amendments to those provisions.
Restrictions on Transfer
On July 16, 2007, the Board of Directors approved a Shareholders Rights Plan (the Plan) in
conjunction with the approval of the repurchase of shares of stock from Navistar. The Plan was
implemented to protect the interests of the Companys stockholders by encouraging potential buyers
to negotiate directly with the Board prior to attempting a takeover. Under the Plan, each
shareholder will receive a dividend of one right per share of common stock of the Company owned on
the record date, July 18, 2007. The rights will not initially be exercisable until, subject to
action by the Board of Directors, a person acquires 15% or more of the voting stock without
approval of the Board. If the rights become exercisable, all holders except the party triggering
the rights shall be entitled to purchase shares of the Company at a discount. Each right entitles
the registered holder to purchase from the Company a unit consisting of one one-thousandth of a
share of Series A Junior Participating Preferred Stock, par value $0.01 per share. In connection
with the adoption of the Rights Agreement, on July 18, 2007, the Company filed a Certificate of
Designations of Series A Junior Participating Preferred Stock with the Secretary of State of the
State of Delaware.
The Companys Certificate of Incorporation contains a provision (the Prohibited Transfer
Provision) designed to help assure the continued availability of the Companys previous
substantial net operating loss and capital loss carryforwards (see Note 10) by seeking to prevent
an ownership change as defined under current Treasury Department income tax regulations. Under
the Prohibited Transfer Provision, if a stockholder transfers or agrees to transfer stock, the
transfer will be prohibited and void to the extent that it would cause the transferee to hold a
Prohibited Ownership Percentage (as defined in the Companys Certificate of Incorporation, but
generally, means direct and indirect ownership of 4.5% or more of the Companys common stock) or if
the transfer would result in the transferees ownership increasing if the transferee had held a
Prohibited Ownership Percentage within
the three prior years or if the transferees ownership percentage already exceeds the Prohibited
Ownership Percentage under applicable Federal income tax rules. The Prohibited Transfer Provision
does not prevent transfers of stock between persons who do not hold a Prohibited Ownership
Percentage.
37
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
9. Stock Based Compensation
Core Molding Technologies has a Long Term Equity Incentive Plan (the 2006 Plan), as approved
by the shareholders in May 2006. This 2006 Plan replaced the Long Term Equity Incentive Plan (the
Original Plan) as originally approved by the shareholders in May 1997 and as amended in May 2000.
The 2006 Plan allows for grants to directors and key employees of non-qualified stock options,
incentive stock options, stock appreciation rights, restricted stock, performance shares,
performance units, and other incentive awards (Stock Awards) up to an aggregate of 3,000,000 awards, each
representing a right to buy a share of Core Molding Technologies common stock. Stock Awards can be
granted under the 2006 Plan through the earlier of December 31, 2015, or the date the maximum
number of available awards under the 2006 Plan have been granted.
The options that have been granted under the 2006 Plan have vesting schedules of five or nine
and one-half years from the date of grant, or immediately upon change in ownership, are not
exercisable after ten years from the date of grant, and were granted at prices which equal or
exceed the fair market value of Core Molding Technologies common stock at the date of grant.
Restricted stock granted under the 2006 Plan require the individuals receiving the grants to
maintain certain common stock ownership thresholds and vest over three years or upon the date of
the participants sixty-fifth birthday, death, disability or change in control.
Effective January 1, 2006, Core Molding Technologies adopted the provisions of Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No.123R)
requiring that compensation cost relating to share-based payment transactions be recognized in the
financial statements. The cost is measured at the grant date, based on the calculated fair value of
the award, and is recognized as an expense over the employees requisite service period (generally
the vesting period of the equity award). Prior to January 1, 2006, Core Molding Technologies
accounted for share-based compensation to employees in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), and related
interpretations. Core Molding Technologies also followed the disclosure requirements of Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, as amended by
Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. Core Molding Technologies adopted SFAS No. 123R using the
modified prospective method and, accordingly, financial statement amounts for prior periods
presented in this Form 10-K have not been restated to reflect the fair value method of recognizing
compensation cost relating to non-qualified stock options. Under this method, the provisions of
SFAS 123R apply to all awards granted or modified after the date of adoption. In addition,
compensation expense must be recognized for any unvested stock option awards outstanding as of the
date of adoption on a straight-line basis over the remaining vesting period. The total impact of
adoption on results of operations, net of tax benefit, recorded in 2006 was $311,000 or $.03 per
basic and diluted share.
Under APB No. 25 there was no compensation cost recognized for non-qualified stock options
awarded in the year ended December 31, 2005 as these non-qualified stock options had an exercise
price equal to the market value of the underlying stock at the grant date. The following table sets
forth pro forma information as if compensation cost had been determined consistent with the
requirements of SFAS No. 123R.
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2005 |
|
Net income, as reported |
|
$ |
6,286,056 |
|
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects |
|
|
(264,813 |
) |
|
|
|
|
Pro forma net income |
|
$ |
6,021,243 |
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basic as reported |
|
$ |
0.63 |
|
Basic pro forma |
|
$ |
0.61 |
|
Diluted as reported |
|
$ |
0.60 |
|
Diluted pro forma |
|
$ |
0.58 |
|
38
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Stock Options
There were no grants of options in the years ended December 31, 2007 and 2006. The fair value
of each option award is estimated on the date of grant using the Black-Scholes option-pricing
model. The weighted average fair value of options granted during 2005 was $4.12. The fair value of
the options granted in 2005 were estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: risk free interest rate of 4.37%, no expected
dividend yield, expected lives of 8 to 10 years and expected volatility of 91%. Total compensation
cost related to incentive stock options for the years ended December 31, 2007 and 2006 was $129,671
and $243,220, respectively. Compensation expense is allocated such that $96,687 and $186,151 is
included in selling, general, and administrative expenses and $32,984 and $57,069 is recorded in
cost of sales for the year ended December 31, 2007 and 2006, respectively. There was no tax benefit
recorded for this compensation cost as the expense primarily relates to incentive stock options
that do not qualify for a tax deduction until, and only if, a disqualifying disposition occurs.
During the year ended December 31, 2007, Core Molding Technologies received approximately
$358,000 in cash from the exercise of stock options. The aggregate intrinsic value of these
options was approximately $641,000. Tax benefits received as a result of disqualified dispositions
were $116,000. During the year ended December 31, 2006, Core Molding Technologies received
approximately $485,000 in cash from the exercise of stock options. The aggregate intrinsic value
of these options was approximately $896,000. Tax benefits received as a result of disqualified
dispositions, were $280,000. During the year ended December 31, 2005, Core Molding Technologies
received approximately $808,000 in cash from the exercise of stock options. The aggregate
intrinsic value of these options was approximately $1,448,000. Tax benefits received as a result
of a disqualified dispositions were $514,000.
The following summarizes all stock option activity for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
Number |
|
|
Average |
|
|
Number |
|
|
Average |
|
|
Number |
|
|
Average |
|
|
|
of |
|
|
Exercise |
|
|
of |
|
|
Exercise |
|
|
of |
|
|
Exercise |
|
|
|
Options |
|
|
Price |
|
|
Options |
|
|
Price |
|
|
Options |
|
|
Price |
|
Outstanding beginning
of year |
|
|
799,956 |
|
|
$ |
3.35 |
|
|
|
1,032,700 |
|
|
$ |
3.33 |
|
|
|
1,203,900 |
|
|
$ |
3.12 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123,000 |
|
|
|
4.95 |
|
Exercised |
|
|
(115,256 |
) |
|
|
3.11 |
|
|
|
(152,270 |
) |
|
|
3.19 |
|
|
|
(261,400 |
) |
|
|
3.09 |
|
Forfeited |
|
|
(64,000 |
) |
|
|
3.96 |
|
|
|
(80,474 |
) |
|
|
3.45 |
|
|
|
(32,800 |
) |
|
|
2.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding end of year |
|
|
620,700 |
|
|
$ |
3.33 |
|
|
|
799,956 |
|
|
$ |
3.35 |
|
|
|
1,032,700 |
|
|
$ |
3.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31 |
|
|
458,350 |
|
|
$ |
3.28 |
|
|
|
493,176 |
|
|
$ |
3.23 |
|
|
|
514,625 |
|
|
$ |
3.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following summarizes the activity relating to stock options under the Original Plan
mentioned above for the years ended
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Number |
|
|
Weighted |
|
|
Average |
|
|
Aggregate |
|
|
|
of |
|
|
Average |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Contractual Term |
|
|
Value |
|
Outstanding at December 31, 2006 |
|
|
799,956 |
|
|
$ |
3.35 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(115,256 |
) |
|
|
3.11 |
|
|
|
|
|
|
$ |
641,000 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(64,000 |
) |
|
|
3.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
620,700 |
|
|
$ |
3.33 |
|
|
|
6.32 |
|
|
$ |
2,316,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007 |
|
|
458,350 |
|
|
$ |
3.28 |
|
|
|
6.13 |
|
|
$ |
1,731,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
December 31, 2007 |
|
|
613,062 |
|
|
$ |
3.33 |
|
|
|
6.56 |
|
|
$ |
2,288,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following summarizes the status of, and changes to, unvested options during the years
ended December 31, 2007, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Number |
|
|
Average |
|
|
|
Of |
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested at December 31, 2004 |
|
|
596,044 |
|
|
$ |
3.04 |
|
Granted |
|
|
123,000 |
|
|
|
4.95 |
|
Vested |
|
|
(168,172 |
) |
|
|
3.10 |
|
Forfeited |
|
|
(32,800 |
) |
|
|
2.80 |
|
|
|
|
|
|
|
|
Unvested at December 31, 2005 |
|
|
518,072 |
|
|
|
3.49 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(130,818 |
) |
|
|
3.39 |
|
Forfeited |
|
|
(80,474 |
) |
|
|
3.45 |
|
|
|
|
|
|
|
|
Unvested at December 31, 2006 |
|
|
306,780 |
|
|
|
3.54 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(83,930 |
) |
|
|
3.36 |
|
Forfeited |
|
|
(60,500 |
) |
|
|
4.24 |
|
|
|
|
|
|
|
|
Unvested at December 31, 2007 |
|
|
162,350 |
|
|
$ |
3.46 |
|
|
|
|
|
|
|
|
At December 31, 2007, there was $282,000 of total unrecognized compensation cost, related to
unvested stock options granted under the Original Plan expected to be recognized over a weighted
average of 2.02 years.
The following table summarizes information about stock options outstanding and exercisable as
of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
Weighted |
|
Range of |
|
Number of |
|
|
Average |
|
|
Contractual Life |
|
|
Number of |
|
|
Average |
|
Exercise Prices |
|
Options |
|
|
Exercise Price |
|
|
In Years |
|
|
Options |
|
|
Exercise Price |
|
$2.75 |
|
|
94,600 |
|
|
$ |
2.75 |
|
|
|
6.4 |
|
|
|
29,700 |
|
|
$ |
2.75 |
|
$3.21 |
|
|
436,100 |
|
|
|
3.21 |
|
|
|
6.1 |
|
|
|
391,450 |
|
|
|
3.21 |
|
$3.28 to $3.50 |
|
|
57,000 |
|
|
|
3.29 |
|
|
|
7.0 |
|
|
|
24,000 |
|
|
|
3.30 |
|
$6.40 to $7.98 |
|
|
33,000 |
|
|
|
6.64 |
|
|
|
7.9 |
|
|
|
13,200 |
|
|
|
6.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
620,700 |
|
|
$ |
3.33 |
|
|
|
|
|
|
|
458,350 |
|
|
$ |
3.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Restricted Stock
In May of 2006, Core Molding Technologies began awarding shares of its common stock to certain
directors, officers, and key executive employees in the form of unvested stock (Restricted
Stock). These awards will be recorded at the market value of Core Molding Technologies common
stock on the date of issuance and amortized ratably as compensation expense over the applicable
vesting period.
The following summarizes the status of the Restricted Stock and changes during the years ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
Number |
|
|
Average |
|
|
Number |
|
|
Average |
|
|
|
of |
|
|
Grant Date |
|
|
of |
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
|
Shares |
|
|
Fair Value |
|
Unvested balance at beginning of year |
|
|
22,972 |
|
|
$ |
6.70 |
|
|
|
|
|
|
$ |
|
|
Granted |
|
|
51,105 |
|
|
|
7.15 |
|
|
|
36,305 |
|
|
|
6.70 |
|
Vested |
|
|
(8,008 |
) |
|
|
7.09 |
|
|
|
(10,870 |
) |
|
|
6.70 |
|
Forfeited |
|
|
(4,653 |
) |
|
|
6.70 |
|
|
|
(2,463 |
) |
|
|
6.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at end of year |
|
|
61,416 |
|
|
$ |
7.02 |
|
|
|
22,972 |
|
|
$ |
6.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at December 31, 2007 |
|
|
77,223 |
|
|
$ |
6.98 |
|
|
|
32,675 |
|
|
$ |
6.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 there was $304,000 of total unrecognized compensation cost related to
Restricted Stock granted. That remaining cost is expected to be recognized over the
weighted-average period of 2.29 years. The total fair value of shares that vested during the years
ended December 31, 2007 and 2006 was $57,000 and $96,000 and was recorded as selling, general, and
administrative compensation expense.
10. Income Taxes
Components of the provision (credit) for income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal US |
|
$ |
1,606,000 |
|
|
$ |
3,284,000 |
|
|
$ |
494,000 |
|
Federal Foreign |
|
|
137,000 |
|
|
|
104,000 |
|
|
|
107,000 |
|
State and local |
|
|
(202,000 |
) |
|
|
569,000 |
|
|
|
227,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,541,000 |
|
|
|
3,957,000 |
|
|
|
828,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(142,000 |
) |
|
|
1,655,000 |
|
|
|
2,065,000 |
|
State and local |
|
|
269,000 |
|
|
|
(10,000 |
) |
|
|
690,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,000 |
|
|
|
1,645,000 |
|
|
|
2,755,000 |
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
$ |
1,668,000 |
|
|
$ |
5,602,000 |
|
|
$ |
3,583,000 |
|
|
|
|
|
|
|
|
|
|
|
41
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
A reconciliation of the income tax provision based on the federal statutory income tax rate of
34% to the Companys income tax provision for the years ended December 31 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Provision at federal statutory rate US |
|
$ |
1,834,000 |
|
|
$ |
5,444,000 |
|
|
$ |
3,356,000 |
|
Effect of foreign taxes |
|
|
(81,000 |
) |
|
|
(81,000 |
) |
|
|
(71,000 |
) |
State and local tax expense, net of federal benefit |
|
|
83,000 |
|
|
|
407,000 |
|
|
|
285,000 |
|
Federal manufacturing deduction |
|
|
(98,000 |
) |
|
|
(106,000 |
) |
|
|
|
|
Other |
|
|
(70,000 |
) |
|
|
(62,000 |
) |
|
|
13,000 |
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
$ |
1,668,000 |
|
|
$ |
5,602,000 |
|
|
$ |
3,583,000 |
|
|
|
|
|
|
|
|
|
|
|
The American Jobs Creation Act provides a tax deduction calculated as a percentage of
qualified income from manufacturing in the United States. The percentage increases from 3% to 9%
over a six-year period beginning in 2005. The amount of the deduction available to the Company in
2005 was not significant, however the deduction taken in 2006 was $316,000 and the deduction is
estimated to be $289,000 in 2007. In December 2004, the FASB issued a new staff position providing
for this deduction to be treated as a special deduction, as opposed to a tax rate reduction in
accordance with SFAS No. 109.
Certain tax benefits related to incentive stock options recorded directly to additional paid
in capital totaled $116,000, $280,000 and $514,000 in 2007, 2006 and 2005, respectively.
Deferred tax assets (liabilities) consist of the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Current Asset: |
|
|
|
|
|
|
|
|
Accrued liabilities |
|
$ |
674,000 |
|
|
$ |
736,000 |
|
Accounts receivable |
|
|
672,000 |
|
|
|
572,000 |
|
Inventory |
|
|
376,000 |
|
|
|
345,000 |
|
Other, net |
|
|
(96,000 |
) |
|
|
(124,000 |
) |
|
|
|
|
|
|
|
Total current asset |
|
|
1,626,000 |
|
|
|
1,529,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current asset (liability): |
|
|
|
|
|
|
|
|
Property, plant, and equipment |
|
|
425,000 |
|
|
|
1,295,000 |
|
Postretirement benefits |
|
|
5,842,000 |
|
|
|
5,907,000 |
|
Interest rate swap |
|
|
76,000 |
|
|
|
12,000 |
|
Other, net |
|
|
(170,000 |
) |
|
|
(298,000 |
) |
|
|
|
|
|
|
|
Total non-current asset |
|
|
6,173,000 |
|
|
|
6,916,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax asset net |
|
$ |
7,799,000 |
|
|
$ |
8,445,000 |
|
|
|
|
|
|
|
|
At December 31, 2007, a provision has not been made for U.S. taxes on accumulated
undistributed earnings of approximately $2,338,000 of the Companys Mexican subsidiary that would
become payable upon repatriation to the United States. It is the intention of the Company to
reinvest all such earnings in operations and facilities outside of the United States.
On January 1, 2007, the Company adopted the provisions of FIN 48. As a result of the
implementation of FIN 48, the Company recognized a $68,000 increase to the opening balance of
retained earnings. This increase is represented by the recognition of state tax benefits of
$212,000 and related accrued interest receivable of $16,000. These benefits generate a federal tax
liability of $60,000. The Company also recorded a liability for unrecognized tax benefits of
$52,000 and $48,000 related to uncertain state and foreign tax positions, respectively, and the
amounts were recorded in accrued taxes in the Consolidated Balance Sheet.
42
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Below is a reconciliation of the change in unrecognized tax benefits recorded on Consolidated
Balance Sheets from the January 1, 2007 FIN 48 adoption through December 31, 2007 is as follows:
|
|
|
|
|
Unrecognized Tax Benefits Opening Balance |
|
$ |
99,000 |
|
Settlement |
|
|
(75,000 |
) |
|
|
|
|
Unrecognized Tax Benefits Ending Balance |
|
$ |
24,000 |
|
As of December 31, 2007 the Consolidated Balance Sheets reflects a reduction of $75,000 in the
liability for unrecognized tax benefits from the January 1, 2007 amount. The liability was reduced
by $48,000 to offset a $65,000 payment made to settle a foreign tax case. The payment in excess of
liability was recorded to income tax expense. The liability was also reduced by $28,000 due to
collection of state tax claims. This amount was recorded to income tax expense. The remaining
liability of $24,000 at December 31, 2007 relates to uncertain state tax positions and the entire
amount if recognized would affect the effective tax rate.
There are no federal or state income tax audits in process. During the year ended December 31
2007, the Company recorded interest income of $9,000 from state tax refunds, which was coded to
income tax expense. During the year ended December 31, 2006, the Company recorded no interest
expense or penalties related to unrecognized tax benefits and no interest and penalties were
accrued on the Consolidated Balance Sheets 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 due to the expiration of the statute of
limitations 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.
11. Postretirement Benefits
The Company provides postretirement benefits to some of its United States employees. Costs
associated with postretirement benefits include postretirement health care and life insurance
expense and expense related to contributions to two 401(k) defined contribution plans. In
addition, all of the Companys United States union employees are covered under a multi-employer
defined benefit pension plan administered under a collective bargaining agreement. The Company
does not administer this plan and contributions are determined in accordance with provisions in the
negotiated labor contract.
Prior to the acquisition of Columbus Plastics, certain of the Companys employees were
participants in Navistars postretirement plan. In connection with the acquisitions the
postretirement health and life insurance plan provides healthcare and life insurance for certain
employees upon their retirement, along with their spouses and certain dependents and requires cost
sharing between the Company, Navistar and the participants in the form of premiums, co-payments,
and deductibles. The Company and Navistar share the cost of benefits for certain employees, using
a formula that allocates the cost based upon the respective portion of time that the employee was
an active service participant after the acquisition of Columbus Plastics to the period of active
service prior to the acquisition of Columbus Plastics.
43
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The funded status of the Companys postretirement health and life insurance benefits plan as
of December 31, 2007 and 2006 and reconciliation with the amounts recognized in the consolidated
balance sheets are provided below:
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits |
|
|
|
2007 |
|
|
2006 |
|
Change in benefit obligation: |
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
$ |
16,107,000 |
|
|
$ |
15,081,000 |
|
Service cost |
|
|
798,000 |
|
|
|
797,000 |
|
Interest cost |
|
|
995,000 |
|
|
|
862,000 |
|
Unrecognized gain |
|
|
(1,215,000 |
) |
|
|
(519,000 |
) |
Benefits paid |
|
|
(243,000 |
) |
|
|
(114,000 |
) |
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
$ |
16,442,000 |
|
|
$ |
16,107,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recorded in other comprehensive income: |
|
$ |
3,259,000 |
|
|
$ |
4,740,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions as of December 31: |
|
|
|
|
|
|
|
|
Discount rate used to determine benefit obligation |
|
|
6.50 |
% |
|
|
5.60 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate used to determine net periodic
benefit cost |
|
|
5.90 |
% |
|
|
5.60 |
% |
|
|
|
|
|
|
|
The components of expense for all of the Companys postretirement benefits plans are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Pension Expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Multi-employer plan
contributions |
|
$ |
424,000 |
|
|
$ |
423,000 |
|
|
$ |
382,000 |
|
Defined contribution plan
contributions |
|
|
452,000 |
|
|
|
510,000 |
|
|
|
483,000 |
|
|
|
|
|
|
|
|
|
|
|
Total pension expense |
|
|
876,000 |
|
|
|
933,000 |
|
|
|
865,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health and life insurance: |
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
|
798,000 |
|
|
|
797,000 |
|
|
|
901,000 |
|
Interest cost |
|
|
995,000 |
|
|
|
862,000 |
|
|
|
737,000 |
|
Amortization of net loss |
|
|
267,000 |
|
|
|
300,000 |
|
|
|
238,000 |
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
2,060,000 |
|
|
|
1,959,000 |
|
|
|
1,876,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total postretirement benefits
expense |
|
$ |
2,936,000 |
|
|
$ |
2,892,000 |
|
|
$ |
2,741,000 |
|
|
|
|
|
|
|
|
|
|
|
Effective December 31, 2006, the Company adopted SFAS No. 158, which requires the recognition
of the funded status of a defined benefit pension or postretirement plan in the consolidated
statements of financial position. For the year ended December 31, 2007, the Company recognized net
actuarial gains of $1,215,000 on the balance sheet. This amount was recorded as other
comprehensive income in the amount of $730,000, net of tax, for the year ended December 31, 2007.
Upon adoption at December 31, 2006 the Company recognized net actuarial losses of $4,740,000 on the
balance sheet. This was recorded as other comprehensive loss in the amount of $3,000,000, net of
tax.
The amount in accumulated other comprehensive loss expected to be recognized as a component of
net periodic post retirement costs during 2008 consists of a net loss amortization of $128,000, or
$82,000 net of tax.
The weighted average rate of increase in the per capita cost of covered health care benefits
is projected to be 8%. The rate is projected to decrease gradually to 5% by the year 2013 and
remain at that level thereafter. The comparable assumptions for the prior year were 8% and 5%,
respectively.
44
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The effect of changing the health care cost trend rate by one-percentage point for each future year
is as follows:
|
|
|
|
|
|
|
|
|
|
|
1- Percentage |
|
1-Percentage |
|
|
Point Increase |
|
Point Decrease |
Effect on total of service and interest cost components |
|
$ |
365,000 |
|
|
$ |
(289,000 |
) |
Effect on postretirement benefit obligation |
|
$ |
2,597,000 |
|
|
$ |
(2,127,000 |
) |
The estimated future benefit payments of the health care plan are:
|
|
|
|
|
Fiscal 2008 |
|
$ |
489,000 |
|
Fiscal 2009 |
|
$ |
424,000 |
|
Fiscal 2010 |
|
$ |
510,000 |
|
Fiscal 2011 |
|
$ |
625,000 |
|
Fiscal 2012 |
|
$ |
771,000 |
|
Fiscal 2013 2017 |
|
$ |
5,572,000 |
|
12. Related Party Transactions
In connection with the acquisition of Columbus Plastics, the Company and Navistar entered into
a Supply Agreement. Under the terms of the Supply Agreement, Navistar agreed to purchase from the
Company, and the Company agreed to sell to Navistar all of Navistars original equipment and
service requirements for fiberglass reinforced parts using the Sheet Molding Compound process as
they then existed or as they may be improved or modified. In October 2006, the Company renewed the
Comprehensive Supply Agreement, which was effective as of November 1, 2006. Under this
Comprehensive Supply Agreement, the Company is the primary supplier of Navistars original
equipment and service requirements for fiberglass reinforced parts, as long as the Company remains
competitive in cost, quality and delivery, through October 31, 2011.
In 1996, the Company acquired substantially all of the assets and liabilities of the Columbus
Plastics unit from Navistar, in return for a secured note, which has been repaid, and 4,264,000
shares of Common Stock of the Company. On July 18, 2007, the Company entered into a stock
repurchase agreement with Navistar, pursuant to which the Company repurchased 3,600,000 shares of
common stock, from Navistar as detailed in Note 8 of the December 31, 2007 Form 10-K. At December
31, 2007, Navistar owns 9.9% of the Companys outstanding common stock. Sales to Navistar were
$53,629,000 in 2007, $81,223,000 in 2006 and $66,382,000 in 2005, of which $6,144,000 and
$10,671,000 had not been received as of December 31, 2007 and 2006 and were included in accounts
receivable. Receivables as of December 31, 2007 and 2006 also include $443,000 and $1,008,000
respectively, for tooling costs owed by Navistar.
13. Labor Concentration
As of December 31, 2007, the Company employed a total of 942 employees, which consists of 571
employees in its United States operations and 371 employees in its Mexican operations. Of these 942
employees, 266 are covered by a collective bargaining agreement with the International Association
of Machinists and Aerospace Workers (IAM), which extends to August 4, 2010, and 311 are covered
by a collective bargaining agreement with Sindicato de Jorneleros y Obreros, which extends to
January 16, 2009.
14. Commitments and Contingencies
From time to time, the Company is involved in litigation incidental to the conduct of its
business. However, the Company is presently not involved in any legal proceedings which in the
opinion of management are likely to have a material adverse effect on the Companys consolidated
financial position or results of operations.
45
Core Molding Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
15. Quarterly Results of Operations (Unaudited)
The following is a summary of the unaudited quarterly results of operations for the years ended
December 31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
|
2nd Quarter |
|
|
3rd Quarter |
|
|
4th Quarter |
|
|
Total Year |
|
2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
30,650,936 |
|
|
$ |
24,685,106 |
|
|
$ |
23,744,611 |
|
|
$ |
21,964,403 |
|
|
$ |
101,045,056 |
|
Tooling sales |
|
|
578,155 |
|
|
|
13,610,170 |
|
|
|
6,175,333 |
|
|
|
1,303,173 |
|
|
|
21,666,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
31,229,091 |
|
|
|
38,295,276 |
|
|
|
29,919,944 |
|
|
|
23,267,576 |
|
|
|
122,711,887 |
|
Gross margin |
|
|
4,825,686 |
|
|
|
4,605,074 |
|
|
|
4,079,067 |
|
|
|
3,458,155 |
|
|
|
16,967,982 |
|
Income before interest and taxes |
|
|
1,734,103 |
|
|
|
1,817,912 |
|
|
|
1,292,471 |
|
|
|
724,736 |
|
|
|
5,569,222 |
|
Net income |
|
|
1,212,770 |
|
|
|
1,266,133 |
|
|
|
717,182 |
|
|
|
530,388 |
|
|
|
3,726,473 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (1) |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
$ |
0.10 |
|
|
$ |
0.08 |
|
|
$ |
0.43 |
|
Diluted (1) |
|
$ |
0.11 |
|
|
$ |
0.12 |
|
|
$ |
0.09 |
|
|
$ |
0.08 |
|
|
$ |
0.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
35,354,658 |
|
|
$ |
38,425,961 |
|
|
$ |
38,854,393 |
|
|
$ |
37,538,586 |
|
|
$ |
150,173,598 |
|
Tooling sales |
|
|
1,147,656 |
|
|
|
1,084,696 |
|
|
|
9,223,766 |
|
|
|
700,274 |
|
|
|
12,156,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
36,502,314 |
|
|
|
39,510,657 |
|
|
|
48,078,159 |
|
|
|
38,238,860 |
|
|
|
162,329,990 |
|
Gross margin |
|
|
6,828,571 |
|
|
|
7,846,899 |
|
|
|
8,292,674 |
|
|
|
6,900,791 |
|
|
|
29,868,935 |
|
Income before interest and taxes |
|
|
3,652,100 |
|
|
|
3,946,030 |
|
|
|
4,547,151 |
|
|
|
3,710,468 |
|
|
|
15,855,749 |
|
Net income |
|
|
2,281,906 |
|
|
|
2,503,027 |
|
|
|
2,937,775 |
|
|
|
2,687,939 |
|
|
|
10,410,647 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.23 |
|
|
$ |
0.25 |
|
|
$ |
0.29 |
|
|
$ |
0.26 |
|
|
$ |
1.03 |
|
Diluted (1) |
|
$ |
0.22 |
|
|
$ |
0.24 |
|
|
$ |
0.28 |
|
|
$ |
0.25 |
|
|
$ |
1.00 |
|
|
|
|
(1) |
|
Sum of the quarters do not sum to total year due to rounding. |
46
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE |
ITEM 9A(T). CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company has carried out an evaluation,
under the supervision and with the participation of its management, including its Chief Executive
Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon
this evaluation, the 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 were accumulated and communicated to the Companys management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosures, and (ii) effective to ensure that information required to
be disclosed in the 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.
Managements Report on Internal Control over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a process designed
by, or under the supervision of, the Companys Chief Executive Officer and Chief Financial Officer
and effected by the Companys board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the
Companys financial statements in accordance with accounting principles generally accepted in the
United States of America. Because of its inherent limitations, internal control over financial
reporting is not intended to provide absolute assurance that a misstatement of the Companys
financial statements would be prevented or detected.
The Companys management, with the participation of its Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of the effectiveness of
the Company's internal control over
financial reporting based on the framework and criteria established in Internal Control
Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission. This evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of controls and a
conclusion on this evaluation. Based on this evaluation, management concluded that the Companys
internal control over financial reporting was effective as of December 31, 2007.
This annual report does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.
Changes In Internal Controls
There were no changes in internal control over financial reporting (as such term is defined in
Exchange Act Rule 13a-15(f)) that occurred in the last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
|
|
|
ITEM 9B. |
|
OTHER INFORMATION |
47
PART III
|
|
|
ITEM 10. |
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
The information required by this Part III, Item 10 is incorporated by reference from the
Companys definitive proxy statement for its annual meeting of stockholders to be held on or about
May 14, 2008, which is expected to be filed with the SEC pursuant to Regulation 14A of the
Securities Exchange Act of 1934 within 120 days after the end of the fiscal year covered by this
report.
|
|
|
ITEM 11. |
|
EXECUTIVE COMPENSATION |
The information required by this Part III, Item 11 is incorporated by reference from the
Companys definitive proxy statement for its annual meeting of stockholders to be held on or about
May 14, 2008, which is expected to be filed with the SEC pursuant to Regulation 14A of the
Securities Exchange Act of 1934 within 120 days after the end of the fiscal year covered by this
report.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
The information required by this Part III, Item 12 is incorporated by reference from the
Companys definitive proxy statement for its annual meeting of stockholders to be held on or about
May 14, 2008, which is expected to be filed with the SEC pursuant to Regulation 14A of the
Securities Exchange Act of 1934 within 120 days after the end of the fiscal year covered by this
report.
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this Part III, Item 13 is incorporated by reference from the
Companys definitive proxy statement for its annual meeting of stockholders to be held on or about
May 14, 2008, which is expected to be filed with the SEC pursuant to Regulation 14A of the
Securities Exchange Act of 1934 within 120 days after the end of the fiscal year covered by this
report.
|
|
|
ITEM 14. |
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
The information required by this Part III, Item 14 is incorporated by reference from the
Companys definitive proxy statement for its annual meeting of stockholders to be held on or about
May 14, 2008, which is expected to be filed with the SEC pursuant to Regulation 14A of the
Securities Exchange Act of 1934 within 120 days after the end of the fiscal year covered by this
report.
48
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) |
|
Documents filed as Part of this Report: |
|
|
|
The following consolidated financial statements are included in Part II, Item 8 of this
Annual Report on Form 10-K: |
|
|
|
Report of Independent Registered Public Accounting Firm |
|
|
|
|
Consolidated Statements of Income for the Years Ended December 31, 2007, 2006,
and 2005 |
|
|
|
|
Consolidated Balance Sheets as of December 31, 2007 and 2006 |
|
|
|
|
Consolidated Statements of Stockholders Equity for the Years Ended December
31, 2007, 2006, and 2005 |
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007,
2006, and 2005 |
|
|
|
|
Notes to Consolidated Financial Statements |
|
(2) |
|
Financial Statement Schedules |
|
|
|
The following consolidated financial statement schedules are filed with this
Annual Report on Form10-K: |
|
|
|
Schedule II Valuation and Qualifying Accounts and Reserves for the
years ended December 31, 2007, 2006, and 2005 |
|
|
|
|
All other schedules are omitted because of the absence of the conditions
under which they are required. |
|
|
|
See Index to Exhibits filed with this Annual Report on Form 10-K. |
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
|
|
|
CORE MOLDING TECHNOLOGIES, INC. |
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ Kevin L. Barnett |
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin L. Barnett |
|
|
|
|
|
|
President and Chief Executive Officer |
|
|
Date: March 28, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated:
|
|
|
|
|
/s/ Kevin L. Barnett |
|
|
|
|
|
|
President,
Chief Executive Officer,
and Director
|
|
March 28,
2008 |
|
|
|
|
|
/s/ Herman F. Dick, Jr. |
|
|
|
|
|
|
Vice
President, Secretary, Treasurer,
and
Chief Financial Officer
|
March 28,
2008 |
|
|
|
|
|
* |
|
|
|
|
|
|
Director
|
|
March 28,
2008 |
|
|
|
|
|
* |
|
|
|
|
|
|
Director
|
|
March 28,
2008 |
|
|
|
|
|
* |
|
|
|
|
|
|
Director
|
|
March 28,
2008 |
|
|
|
|
|
* |
|
|
|
|
|
|
Director
|
|
March 28,
2008 |
|
|
|
|
|
*By /s/ Herman F. Dick, Jr. |
|
|
|
|
|
|
Attorney-In-Fact
|
|
March 28,
2008 |
50
Core Molding Technologies, Inc. and Subsidiaries
Schedule II
Consolidated valuation and qualifying accounts and reserves for the years ended December 31, 2007,
2006, and 2005.
Reserves deducted from asset to which it applies allowance for doubtful accounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Balance at |
|
Charged to |
|
Charged to |
|
|
|
|
|
|
Beginning |
|
Costs & |
|
Other |
|
Deductions |
|
Balance At |
|
|
of Year |
|
Expenses |
|
Accounts |
|
(A) |
|
End of Year |
Year Ended December 31, 2007 |
|
$ |
262,000 |
|
|
$ |
107,000 |
|
|
|
|
|
|
$ |
35,000 |
|
|
$ |
334,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
$ |
214,000 |
|
|
$ |
120,000 |
|
|
|
|
|
|
$ |
72,000 |
|
|
$ |
262,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005 |
|
$ |
235,000 |
|
|
$ |
93,000 |
|
|
|
|
|
|
$ |
114,000 |
|
|
$ |
214,000 |
|
|
|
|
(A) |
|
Amount represents uncollectible accounts written off. |
51
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location |
2(a)(1)
|
|
Asset Purchase Agreement
dated as of September 12, 1996,
as amended October 31, 1996,
between Navistar and RYMAC1
|
|
Incorporated by
reference to Exhibit
2-A to Registration
Statement on Form S-4
(Registration
No. 333-15809) |
|
|
|
|
|
2(a)(2)
|
|
Second Amendment to Asset Purchase
Agreement dated December 16, 19961
|
|
Incorporated by
reference to Exhibit
2(a)(2) to Annual Report
on Form 10-K for the year
ended December 31, 2001 |
|
|
|
|
|
2(b)(1)
|
|
Agreement and Plan of Merger
dated as of November 1, 1996,
between Core Molding and
RYMAC
|
|
Incorporated by
reference to Exhibit
2-B to Registration
Statement on Form
S-4 (Registration
No. 333-15809) |
|
|
|
|
|
2(b)(2)
|
|
First Amendment to Agreement and
Plan of Merger dated as of
December 27, 1996 between
Core Molding and RYMAC
|
|
Incorporated by reference to
Exhibit 2(b)(2) to Annual Report
on Form 10-K for the year
ended December 31, 2002 |
|
|
|
|
|
2(c)
|
|
Asset Purchase Agreement dated as
of October 10, 2001, between
Core Molding Technologies, Inc. and
Airshield Corporation
|
|
Incorporated by
reference to Exhibit 1 to
Form 8-K filed
October 31, 2001 |
|
|
|
|
|
3(a)(1)
|
|
Certificate of Incorporation of
Core Molding Technologies, Inc.
as filed with the Secretary of State
of Delaware on October 8, 1996
|
|
Incorporated by
reference to Exhibit
4(a) to Registration
Statement on Form
S-8, (Registration
No. 333-29203) |
|
|
|
|
|
3(a)(2)
|
|
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
|
|
Incorporated by
reference to Exhibit
4(b) to Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
52
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location |
3(a)(3)
|
|
Certificate of Incorporation of Core
Molding Technologies Inc., reflecting
amendments through November 6,
1996 [for purposes of compliance
with Securities and Exchange
Commission filing requirements only]
|
|
Incorporated by
reference to Exhibit 4(c)
to Registration
Statement on Form S-8
(Registration No.
333-29203) |
|
|
|
|
|
3(a)(4)
|
|
Certificate of Amendment of Certificate
of Incorporation as filed with the Secretary
of State of Delaware on August 28, 2002
|
|
Incorporated by
reference to Exhibit 3(a)(4)
to Quarterly Report on
Form 10-Q for the quarter
ended September 30, 2002 |
|
|
|
|
|
3(a)(5)
|
|
Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred
Stock as filed with the Secretary of State of
Delaware on July 18, 2007
|
|
Incorporated by
reference to Exhibit 3.1
to Form 8-K filed
July 19, 2007 |
|
|
|
|
|
3(b)
|
|
Amended and Restated
By-Laws of Core Molding
Technologies, Inc.
|
|
Incorporated by reference to
Exhibit 3.1 to Current Report
on Form 8-K filed
January 4, 2008 |
|
|
|
|
|
4(a)(1)
|
|
Certificate of Incorporation of
Core Molding Technologies, Inc.
as filed with the Secretary of State
of Delaware on October 8, 1996
|
|
Incorporated by
reference to Exhibit
4(a) to Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
|
4(a)(2)
|
|
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
|
|
Incorporated by
reference to Exhibit
4(b) to Registration
Statement on Form
S-8 (Registration
No. 333-29203) |
|
|
|
|
|
4(a)(3)
|
|
Certificate of Incorporation of Core
Molding Technologies, Inc., reflecting
amendments through November 6,
1996 [for purposes of compliance
with Securities and Exchange
Commission filing requirements only]
|
|
Incorporated by
reference to
Exhibit 4(c) to
Registration Statement
on Form S-8
(Registration
No. 333-29203) |
|
|
|
|
|
4(a)(4)
|
|
Certificate of Amendment of Certificate
of Incorporation as filed with the Secretary
of State of Delaware on August 28, 2002
|
|
Incorporated by
reference to Exhibit
3(a)(4) to Quarterly
Report on Form 10-Q for the
quarter ended September 30, 2002 |
53
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location |
4(a)(5)
|
|
Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred
Stock as filed with the Secretary of State of
Delaware on July 18, 2007
|
|
Incorporated by reference
to Exhibit 3.1 to Form
8-K filed July 19, 2007 |
|
|
|
|
|
4(b)
|
|
Stockholder Rights Agreement dated as of
July 18, 2007, between Core Molding
Technologies, Inc. and American Stock
Transfer & Trust Company
|
|
Incorporated by reference
to Exhibit 4.1 to Current
Report Form 8-K
filed July 19, 2007 |
|
|
|
|
|
10(a)
|
|
Supply Agreement, dated October 31, 2006
between Core Molding Technologies, Inc.
and Core Composites Corporation and
International Truck and Engine Corp.5
|
|
Incorporated by
reference to Exhibit 10(b)
to Annual Report on
Form 10-K for the year
ended December 31, 2006 |
|
|
|
|
|
10(b)
|
|
Supply and Management Agreement dated
as of June 1, 2006 between PACCAR Inc.
and Core Molding Technologies, Inc.5
|
|
Incorporated by reference
to Exhibit 10(a) to Quarterly
Report on Form 10-Q for the
quarter ended June 30, 2007 |
|
|
|
|
|
10(c)
|
|
Registration Rights Agreement, dated
December 31, 1996, by and between
Navistar International Transportation
Corp. and various other persons who
become parties pursuant to the agreement
|
|
Incorporated by reference to
Exhibit 10(d) to Annual
Report on Form 10-K
for the year ended
December 31, 2001 |
|
|
|
|
|
10(d)
|
|
Loan Agreement, dated December 3,
1997, by and between Core Molding
Technologies, Inc. and Key Bank National
Association
|
|
Incorporated by reference
to Exhibit 10(e) to Annual
Report on Form 10-K for the
year ended December 31, 2002 |
|
|
|
|
|
10(e)(1)
|
|
Amendment, dated March 29, 2001, to the
Loan Agreement dated December 3, 1997
by and between Core Molding Technologies,
Inc. and Key Bank National Association
|
|
Incorporated by reference
to Exhibit 10(e)(1) to Annual
Report on Form 10-K for the
year ended December 31, 2002 |
|
|
|
|
|
10(e)(2)
|
|
Amendment, dated December 12, 2002, to
the Loan Agreement dated December 3, 1997
by and between Core Molding Technologies,
Inc. and Key Bank National Association
|
|
Incorporated by reference to
Exhibit 10(e)(2) to Annual
Report on Form 10-K for the
year ended December 31, 2002 |
|
|
|
|
|
10(e)(3)
|
|
Loan Agreement, dated December 30, 2003,
by and between Core Molding Technologies,
Inc. and Key Bank National Association2
|
|
Incorporated by reference to
Exhibit 10(e)(3) to Annual
Report on Form 10-K for the
year ended December 31, 2003 |
|
|
|
|
|
10(e)(4)
|
|
Second Amendment to Loan Agreement,
Revolving Variable Rate Cognovit Promissory
Note and Security Agreement, dated as of July 1
2007, between Core Molding Technologies, Inc.
and Key Bank National Association
|
|
Incorporated by reference to
Exhibit 10.1 to Form 8-K
7, filed July 19, 2007 |
54
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location |
10(f)
|
|
Master Equipment Lease Agreement3
by and between KeyCorp Leasing,
a division of Key Corporate
Capital, Inc. and Core Molding
Technologies, Inc.
|
|
Incorporated by reference to
Exhibit 10(f) to Annual Report
on Form 10-K for the year
ended December 31, 2002 |
|
|
|
|
|
10(f)(1)
|
|
Amendment, dated March 26, 2001, to
Master Equipment Lease Agreement3 by
and between KeyCorp Leasing,
a division of Key Corporate
Capital, Inc. and Core Molding
Technologies, Inc.
|
|
Incorporated by reference
to Exhibit 10(f)(1) to
Annual Report on Form
10-K for the year ended
December 31, 2000 |
|
|
|
|
|
10(g)
|
|
Loan Agreement, dated April 1,
1998, by and between South Carolina
Jobs Economic Development Authority
and Core Molding Technologies, Inc.
|
|
Incorporated by reference to
Exhibit 10(g) to Annual
Report on Form 10-K for the
year ended December 31, 2003 |
|
|
|
|
|
10(h)
|
|
Reimbursement Agreement, dated
April 1, 1998, by and between Core
Molding Technologies, Inc. and Key Bank
National Association
|
|
Incorporated by reference to
Exhibit 10(h) to Annual
Report on Form 10-K for the
year ended December 31, 2003 |
|
|
|
|
|
10(h)(1)
|
|
Amendment, dated March 29, 2001, to
Reimbursement Agreement, dated
April 1, 1998, by and between Core
Molding Technologies, Inc. and Key Bank
National Association
|
|
Incorporated by reference
to Exhibit 10(h)(1) to
Annual Report on Form
10-K for the year ended
December 31, 2000 |
|
|
|
|
|
10(i)
|
|
Core Molding Technologies, Inc.
Employee Stock Purchase Plan4
|
|
Incorporated by
reference to Exhibit 4(e) to
Registration Statement on Form S-8
(Registration No. 333-60909) |
|
|
|
|
|
10(i)(1)
|
|
2002 Core Molding Technologies, Inc.
Employee Stock Purchase Plan (as amended
May 17, 2006) 4
|
|
Incorporated by reference to
Exhibit 10.3 to Current Report
on Form 8-K dated May 23, 2006 |
|
|
|
|
|
10(j)
|
|
Letter Agreement Regarding Terms and
Conditions of Interest Rate Swap
Agreement between Key Bank National
Association and Core Molding Technologies, Inc.
|
|
Incorporated by reference to
Exhibit 10(j) to Annual Report
on Form 10-K for the year ended
December 31, 2003 |
|
|
|
|
|
10(k)
|
|
2006 Core Molding Technologies, Inc.
Long Term Equity Incentive Plan4
|
|
Incorporated by reference to
Exhibit 10.1 to Current Report
on Form 8-K dated May 23, 2006 |
|
|
|
|
|
10(l)
|
|
Core Molding Technologies, Inc.
2007 Cash Profit Sharing Plan4
|
|
Filed Herein |
|
|
|
|
|
10(m)
|
|
Form of Amended and Restated
Executive Severance Agreement
between Core Molding Technologies, Inc.
and certain executive officers 4
|
|
Incorporated by reference to
Exhibit 10.2 to Current Report
on Form 8-K dated January 4, 2008 |
55
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location |
10(n)
|
|
Form of Amended and Restated
Restricted Stock Agreement
between Core Molding Technologies, Inc.
and certain executive officers 4
|
|
Incorporated by reference to
Exhibit 10.1 to Current Report
on Form 8-K dated January 4, 2008 |
|
|
|
|
|
10(o)
|
|
Form of Executive Severance Agreement
between Core Molding Technologies, Inc.
and certain executive officers4
|
|
Incorporated by reference to
Exhibit 10.4 to Current Report
on Form 8-K dated May 23, 2006 |
|
|
|
|
|
10(p)
|
|
Form of Restricted Stock Agreement
between Core Molding Technologies, Inc.
and certain executive officers4
|
|
Incorporated by reference to
Exhibit 10.2 to Current Report
on Form 8-K dated May 23, 2006 |
|
|
|
|
|
10(q)
|
|
Stock repurchase agreement dated
July 17, 2007 between International
Truck and Engine Corp and Core
Molding Technologies Inc.
|
|
Incorporated by reference to
Exhibit 10(b) to Quarterly Report
on Form 10-Q for the quarter
ended September 30, 2007 |
|
|
|
|
|
11
|
|
Computation of Net Income per Share
|
|
Exhibit 11 is omitted because
the required information is
included in the Notes to Financial
Statements in Part II, Item 8 of this
Annual Report on Form 10-K |
|
|
|
|
|
14
|
|
Code of Conduct and Business Ethics
|
|
Incorporated by reference to
Exhibit 14 to Annual Report
on Form 10-K for the year
ended December 31, 2003 |
|
|
|
|
|
23
|
|
Consent of Deloitte & Touche LLP
|
|
Filed Herein |
|
|
|
|
|
24
|
|
Powers of Attorney
|
|
Filed Herein |
|
|
|
|
|
31(a)
|
|
Section 302 Certification by Kevin L.
Barnett, President and Chief Executive
Officer
|
|
Filed Herein |
|
|
|
|
|
31(b)
|
|
Section 302 Certification by Herman F.
Dick, Jr., Vice President, Secretary,
Treasurer, and Chief Financial Officer
|
|
Filed Herein |
|
|
|
|
|
32(a)
|
|
Certification of Kevin L. Barnett,
Chief Executive Officer of Core Molding
Technologies, Inc., dated March 28, 2008,
pursuant to 18 U.S.C. Section 1350
|
|
Filed Herein |
|
|
|
|
|
32(b)
|
|
Certification of Herman F. Dick, Jr.,
Vice President, Treasurer, Secretary, and
Chief Financial Officer of Core Molding
Technologies, Inc., dated March 28, 2008,
pursuant to 18 U.S.C. Section 1350
|
|
Filed Herein |
56
|
|
|
1 |
|
The Asset Purchase Agreement, as filed with the SEC at Exhibit 2-A to Registration
Statement on Form S-4 (Registration No. 333-15809), omits the exhibits (including, the Buyer Note,
Special Warranty Deed, Supply Agreement, Registration Rights Agreement, and Transition Services
Agreement, identified in the Asset Purchase Agreement) and schedules (including, those identified
in Sections 1, 3, 4, 5, 6, 8, and 30 of the Asset Purchase Agreement). Core Molding Technologies,
Inc. will provide any omitted exhibit or schedule to the SEC upon request. |
|
2 |
|
The Loan Agreement filed with this Annual Report on Form 10-K, omits the exhibits
(including Revolving Credit Note, Term Note, Security Agreement, Ohio Mortgage, South Carolina
Mortgage, and Guaranty) and schedules. Core Molding Technologies, Inc. will provide any omitted
exhibit to the SEC upon request. |
|
3 |
|
The Master Equipment Lease, incorporated by reference in the Exhibits to this Annual
Report on Form 10-K, omits certain schedules (including addendum to the schedules) which separately
identify equipment subject to the Master Equipment Lease and certain additional terms applicable to
the lease of such equipment. New schedules may be added under the terms of the Master Equipment
Lease from time to time and existing schedules may change. Core Molding Technologies, Inc. will
provide any omitted schedule to the SEC upon request. |
|
4 |
|
Indicates management contracts or compensatory plans that are required to be filed as
an exhibit to this Annual Report on Form 10-K. |
|
5 |
|
Certain portions of this Exhibit have been omitted intentionally subject to a
confidentiality treatment request. A complete version of the Exhibit has been filed separately
with the Securities and Exchange Commission. |
57