##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    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.
  Delaware
    
    31-1481870(State or other jurisdiction 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 800 Manor Park Drive, P.O. Box 28183Columbus, Ohio
    
    43228-0183(Address of principal executive office)
    
    (Zip Code)
 (614) 870-5000
  
   þ o
  o o þ
  o þ




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TABLE OF CONTENTS  Part I  Financial InformationItem 2Item 3Item 4Part II  Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESINDEX TO EXHIBITSEX-31(A)EX-31(B)EX-32(A)EX-32(B)    Table of Contents  Part
I  Financial Information
Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)AssetsCurrent Assets:Cash
    
    $
    11,676,812
    
    
    $
    9,413,994Accounts receivable (less allowance for
doubtful accounts:September 30,
2006  $318,000; December 31, 2005  $214,000)
    
    
    30,680,930
    
    
    
    22,279,588Inventories:Finished and work in process goods
    
    
    2,997,184
    
    
    
    2,075,094Stores
    
    
    4,776,711
    
    
    
    5,219,927Total inventories
    
    
    7,773,895
    
    
    
    7,295,021Deferred tax asset
    
    
    2,208,567
    
    
    
    2,208,567Foreign sales tax receivable
    
    
    951,130
    
    
    
    756,723Prepaid expenses and other current assets
    
    
    717,570
    
    
    
    947,937Total current assets
    
    
    54,008,904
    
    
    
    42,901,830Property, plant and equipment
    
    
    52,818,064
    
    
    
    47,939,881Accumulated depreciation
    
    
    (25,986,029
    )
    
    
    (24,269,524
    )Property,
plant and equipment  net
    
    
    26,832,035
    
    
    
    23,670,357Deferred tax asset
    
    
    6,149,284
    
    
    
    6,164,317Goodwill
    
    
    1,097,433
    
    
    
    1,097,433Customer list / non-compete
    
    
    151,610
    
    
    
    189,860Other assets
    
    
    158,653
    
    
    
    197,605Total Assets
    
    $
    88,397,919
    
    
    $
    74,221,402Liabilities and Stockholders EquityLiabilities:Current liabilitiesCurrent portion long-term debt
    
    $
    1,805,716
    
    
    $
    1,775,716Current portion of graduated lease payments and deferred gain
    
    
    567,369
    
    
    
    567,369Accounts payable
    
    
    13,174,170
    
    
    
    10,224,296Accrued liabilities:Compensation and related benefits
    
    
    6,434,976
    
    
    
    5,264,515Tooling in progress
    
    
    1,255,805
    
    
    
    1,148,104Interest
    
    
    78,260
    
    
    
    103,701Taxes
    
    
    1,350,487
    
    
    
    130,820Other
    
    
    2,002,867
    
    
    
    836,580Total current liabilities
    
    
    26,669,650
    
    
    
    20,051,101Long-term debt
    
    
    8,235,708
    
    
    
    9,594,995Interest rate swap
    
    
    39,147
    
    
    
    100,965Graduated lease payments and deferred gain
    
    
    141,494
    
    
    
    567,030Postretirement benefits liability
    
    
    11,021,294
    
    
    
    9,766,544Commitments and ContingenciesStockholders Equity:Preferred stock  $0.01 par value, authorized shares  10,000,000;
Outstanding shares: September 30, 2006 and December 31, 2005  0
    
    
    
    
    
    
    Common stock  $0.01 par
 value, authorized shares  20,000,000;
Outstanding shares: September 30, 2006  10,110,522 and
December 31, 2005  10,041,467
    
    
    101,105
    
    
    
    100,415Paid-in capital
    
    
    21,155,964
    
    
    
    20,770,944Accumulated other comprehensive loss, net of income tax
    
    
    (17,451
    )
    
    
    (58,891
    )Retained earnings
    
    
    21,051,008
    
    
    
    13,328,299Total stockholders equity
    
    
    42,290,626
    
    
    
    34,140,767Total Liabilities and Stockholders Equity
    
    $
    88,397,919
    
    
    $
    74,221,402
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Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net Sales:Products
    
    $
    38,854,393
    
    
    $
    31,045,446
    
    
    $
    112,635,012
    
    
    $
    93,262,014Tooling
    
    
    9,223,766
    
    
    
    568,525
    
    
    
    11,456,118
    
    
    
    4,527,751Total sales
    
    
    48,078,159
    
    
    
    31,613,971
    
    
    
    124,091,130
    
    
    
    97,789,765Cost of sales
    
    
    39,335,068
    
    
    
    25,558,445
    
    
    
    99,360,624
    
    
    
    77,500,507Postretirement benefits expense
    
    
    450,417
    
    
    
    569,135
    
    
    
    1,762,362
    
    
    
    1,660,329Total cost of sales
    
    
    39,785,485
    
    
    
    26,127,580
    
    
    
    101,122,986
    
    
    
    79,160,836Gross Margin
    
    
    8,292,674
    
    
    
    5,486,391
    
    
    
    22,968,144
    
    
    
    18,628,929Selling, general and administrative expense
    
    
    3,659,729
    
    
    
    2,907,003
    
    
    
    10,458,861
    
    
    
    9,219,409Postretirement benefits expense
    
    
    85,794
    
    
    
    92,650
    
    
    
    364,002
    
    
    
    368,351Total selling, general and administrative expense
    
    
    3,745,523
    
    
    
    2,999,653
    
    
    
    10,822,863
    
    
    
    9,587,760Income before interest and taxes
    
    
    4,547,151
    
    
    
    2,486,738
    
    
    
    12,145,281
    
    
    
    9,041,169Interest income
    
    
    211,707
    
    
    
    62,442
    
    
    
    465,885
    
    
    
    123,051Interest expense
    
    
    (176,293
    )
    
    
    (180,428
    )
    
    
    (496,390
    )
    
    
    (577,263
    )Income before income taxes
    
    
    4,582,565
    
    
    
    2,368,752
    
    
    
    12,114,776
    
    
    
    8,586,957Income taxes:
    
    
    1,644,790
    
    
    
    857,572
    
    
    
    4,392,067
    
    
    
    3,385,039Net income
    
    $
    2,937,775
    
    
    $
    1,511,180
    
    
    $
    7,722,709
    
    
    $
    5,201,918Net income per common share:Basic
    
    $
    0.29
    
    
    $
    0.15
    
    
    $
    0.77
    
    
    $
    0.53Diluted
    
    $
    0.28
    
    
    $
    0.14
    
    
    $
    0.74
    
    
    $
    0.50Weighted average shares outstanding:Basic
    
    
    10,083,320
    
    
    
    9,990,053
    
    
    
    10,067,409
    
    
    
    9,876,455Diluted
    
    
    10,428,583
    
    
    
    10,578,296
    
    
    
    10,422,526
    
    
    
    10,388,126
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Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders Equity
(Unaudited)
 AccumulatedCommon Stock
    
    
    
    
    
    Other
    
    
    
    
    
    TotalOutstanding
    
    Paid-in
    
    Comprehensive
    
    Retained
    
    StockholdersShares
    
    Amount
    
    Capital
    
    Income (Loss)
    
    Earnings
    
    EquityBalance at January 1, 2006
    
    
    10,041,467
    
    
    $
    100,415
    
    
    $
    20,770,944
    
    
    $
    (58,891
    )
    
    $
    13,328,299
    
    
    $
    34,140,767Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,722,709
    
    
    
    7,722,709Common shares issued from
exercise of stock options
    
    
    32,750
    
    
    
    327
    
    
    
    101,120
    
    
    
    
    
    
    
    
    
    
    
    101,447Restricted stock issued
    
    
    36,305
    
    
    
    363
    
    
    
    89,568
    
    
    
    
    
    
    
    
    
    
    
    89,931Hedge accounting effect of the
Interest rate swaps at
September 30, 2006 net of
deferred income tax expense
of $21,018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,440
    
    
    
    
    
    
    
    41,440Share based compensation
    
    
    
    
    
    
    
    
    
    
    194,332
    
    
    
    
    
    
    
    
    
    
    
    194,332Balance at September 30, 2006
    
    
    10,110,522
    
    
    $
    101,105
    
    
    $
    21,155,964
    
    
    $
    (17,451
    )
    
    $
    21,051,008
    
    
    $
    42,290,626
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Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Nine Months EndedSeptember 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    7,722,709
    
    
    $
    5,201,918Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,020,871
    
    
    
    1,742,883Deferred income taxes (benefit) expense
    
    
    (5,985
    )
    
    
    3,151,268Share based compensation
    
    
    284,263
    
    
    
    Interest expense related to ineffectiveness of swap
    
    
    640
    
    
    
    7,746Loss on disposal of assets
    
    
    10,363
    
    
    
    11,528(Gain) loss on foreign currency financial statements
    
    
    56,156
    
    
    
    (4,242
    )Amortization of gain on sale/leaseback transactions
    
    
    (425,536
    )
    
    
    (340,166
    )Change in assets and liabilities (net of effects
from acquisition in 2005) :Accounts receivable
    
    
    (8,401,342
    )
    
    
    (10,185,439
    )Inventories
    
    
    (478,874
    )
    
    
    (203,786
    )Prepaid and other assets
    
    
    35,960
    
    
    
    225,344Accounts payable
    
    
    2,682,513
    
    
    
    3,000,200Accrued and other liabilities
    
    
    3,455,675
    
    
    
    1,467,015Postretirement benefits liability
    
    
    1,437,750
    
    
    
    1,386,384Net cash provided by operating activities
    
    
    8,395,163
    
    
    
    5,460,653Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (4,909,705
    )
    
    
    (1,341,566
    )Proceeds from maturities of mortgage-backed security investment
    
    
    
    
    
    
    88,239Proceeds from sale of property and equipment
    
    
    5,200
    
    
    
    65,000Acquisition of Cincinnati Fiberglass, Inc.
    
    
    
    
    
    
    (688,077
    )Net cash used in investing activities
    
    
    (4,904,505
    )
    
    
    (1,876,404
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    101,447
    
    
    
    731,158Payments of principal on secured note payable
    
    
    (964,287
    )
    
    
    (964,285
    )Payments of principal on industrial revenue bond
    
    
    (365,000
    )
    
    
    (335,000
    )Net cash used in financing activities
    
    
    (1,227,840
    )
    
    
    (568,127
    )Net increase in cash and cash equivalents
    
    
    2,262,818
    
    
    
    3,016,122Cash and cash equivalents at beginning of period
    
    
    9,413,994
    
    
    
    5,358,246Cash and cash equivalents at end of period
    
    $
    11,676,812
    
    
    $
    8,374,368Cash paid for:Interest
    
    $
    4,975
    
    
    $
    399,143Income taxes
    
    $
    3,224,133
    
    
    $
    484,918
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Core Molding Technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 1. Basis of Presentation
   2. Earnings Per Common Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    2,937,775
    
    
    $
    1,511,180
    
    
    $
    7,722,709
    
    
    $
    5,201,918Weighted average common shares
outstanding
(basic)
    
    
    10,083,320
    
    
    
    9,990,053
    
    
    
    10,067,409
    
    
    
    9,876,455Plus: dilutive options assumed
exercised of stock options
    
    
    925,450
    
    
    
    997,270
    
    
    
    925,450
    
    
    
    997,270Less: shares assumed repurchased
with proceeds from exercise of
stock options
    
    
    (581,281
    )
    
    
    (409,027
    )
    
    
    (571,395
    )
    
    
    (485,599
    )Plus: dilutive effect of
nonvested restricted stock
grants
    
    
    1,094
    
    
    
    
    
    
    
    1,062
    
    
    
    Weighted average common and
potentially issuable common
shares outstanding (diluted)
    
    
    10,428,583
    
    
    
    10,578,296
    
    
    
    10,422,526
    
    
    
    10,388,126Basic earnings per common share
    
    $
    0.29
    
    
    $
    0.15
    
    
    $
    0.77
    
    
    $
    0.53Diluted earnings per common share
    
    $
    0.28
    
    
    $
    0.14
    
    
    $
    0.74
    
    
    $
    0.50
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3. Sales Revenue
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005International
    
    $
    27,861,360
    
    
    $
    15,160,355
    
    
    $
    64,177,999
    
    
    $
    51,140,598PACCAR
    
    
    9,748,077
    
    
    
    5,704,260
    
    
    
    27,038,195
    
    
    
    8,494,156Freightliner
    
    
    4,690,257
    
    
    
    4,285,745
    
    
    
    12,851,849
    
    
    
    13,465,489Subtotal
    
    
    42,299,694
    
    
    
    25,150,360
    
    
    
    104,068,043
    
    
    
    73,100,243Other
    
    
    5,778,465
    
    
    
    6,463,611
    
    
    
    20,023,087
    
    
    
    24,689,522Total
    
    $
    48,078,159
    
    
    $
    31,613,971
    
    
    $
    124,091,130
    
    
    $
    97,789,765
 4. Comprehensive Income
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    2,937,775
    
    
    $
    1,511,180
    
    
    $
    7,722,709
    
    
    $
    5,201,918Hedge accounting
effect of interest
rate swaps, net of
deferred income tax
benefit of $42,622
and deferred tax
expense of $21,018
for the three and
nine months ended
September 30, 2006
respectively; and
deferred income tax
expense of $61,450
and $100,811 for
the three and nine
months ending
September 30, 2005,
respectively.
    
    
    (82,098
    )
    
    
    119,286
    
    
    
    41,440
    
    
    
    203,438Comprehensive income
    
    $
    2,855,677
    
    
    $
    1,630,466
    
    
    $
    7,764,149
    
    
    $
    5,405,356
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##### Table of Contents



5. Postretirement Benefits
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Pension Expense:Defined contribution plan
Contributions
    
    $
    130,000
    
    
    $
    170,000
    
    
    $
    384,000
    
    
    $
    348,000Multi-employer plan
Contributions
    
    
    95,000
    
    
    
    43,000
    
    
    
    305,000
    
    
    
    294,000Total pension expense
    
    
    225,000
    
    
    
    213,000
    
    
    
    689,000
    
    
    
    642,000Health and Life Insurance:Service cost
    
    
    25,000
    
    
    
    225,000
    
    
    
    566,000
    
    
    
    676,000Interest cost
    
    
    205,000
    
    
    
    183,000
    
    
    
    647,000
    
    
    
    552,000Amortization of net loss
    
    
    82,000
    
    
    
    41,000
    
    
    
    225,000
    
    
    
    159,000Net periodic benefit cost
    
    
    312,000
    
    
    
    449,000
    
    
    
    1,438,000
    
    
    
    1,387,000Total postretirement
benefits
expense
    
    $
    537,000
    
    
    $
    662,000
    
    
    $
    2,127,000
    
    
    $
    2,029,000
  6. Acquisitions
    Inventory
    
    $
    668,862Property and equipment
    
    
    95,000Non-compete
    
    
    5,000Tooling accounts receivable
    
    
    36,265Total assets purchased
    
    
    805,127Accrued vacation assumed
    
    
    (117,050
    )Net purchase price
    
    $
    688,077
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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005Net Sales (pro forma)
    
    $
    33,446,153
    
    
    $
    111,913,639Net Income (pro forma)
    
    $
    1,405,123
    
    
    $
    5,880,798Net Income Per Share (pro
forma)Basic
    
    $
    0.14
    
    
    $
    0.60Diluted
    
    $
    0.13
    
    
    $
    0.57
  7. Interest Rate Swaps
   8. Stock based Compensation
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Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005Net income, as reported
    
    $
    1,511,180
    
    
    $
    5,201,918Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects
    
    
    34,822
    
    
    
    189,461Pro forma net income
    
    $
    1,476,358
    
    
    $
    5,012,457Earnings per share:Basic  as reported
    
    $
    0.15
    
    
    $
    0.53Basic  pro forma
    
    $
    0.15
    
    
    $
    0.51Diluted  as reported
    
    $
    0.14
    
    
    $
    0.50Diluted  pro forma
    
    $
    0.14
    
    
    $
    0.48
 Stock Options
  10




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WeightedAverageNumber
    
    
    Weighted
    
    
    Remaining
    
    
    Aggregateof
    
    
    Average
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Term
    
    
    ValueOutstanding at December 31, 2005
    
    
    1,032,700
    
    
    $
    3.33Exercised
    
    
    (32,750
    )
    
    
    3.10Granted
    
    
    
    
    
    
    Forfeited
    
    
    (19,000
    )
    
    
    4.24Outstanding at September 30, 2006
    
    
    980,950
    
    
    $
    3.32
    
    
    
    7.45
    
    
    $
    3,509,000Exercisable at September 30, 2006
    
    
    556,011
    
    
    $
    3.18
    
    
    
    7.12
    
    
    $
    2,069,000
  WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested at December 31, 2005
    
    
    518,072
    
    
    $
    3.49Granted
    
    
    
    
    
    
    Vested
    
    
    (74,133
    )
    
    
    3.17Forfeited
    
    
    (19,000
    )
    
    
    4.24Unvested at September 30, 2006
    
    
    424,939
    
    
    $
    3.51
  Restricted Stock
   WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested balance at December 31, 2005
    
    
    
    
    
    $
    Granted
    
    
    36,305
    
    
    
    6.70Vested
    
    
    (10,870
    )
    
    
    6.70Forfeited
    
    
    
    
    
    
    Unvested at September 30, 2006
    
    
    25,435
    
    
    $
    6.70
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##### Table of Contents



9. Subsequent Event
  10. Recent Accounting Pronouncements
 Share-Based Payment. Accounting for Stock-Based
Compensation Accounting for Stock Issued to Employees
 Accounting for Uncertainty in Income Taxes, Accounting for Income Taxes
 Fair Value Measurements.
 Employers Accounting for Defined
Benefits Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106,
and 132(R)
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##### Table of Contents



Part I  Financial Information
 
 Item 2
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the federal securities laws.
As a general matter, forward-looking statements are those focused upon future plans, objectives or
performance as opposed to historical items and include statements of anticipated events or trends
and expectations and beliefs relating to matters not historical in nature. Such forward-looking
statements involve known and unknown risks and are subject to
uncertainties and factors relating to operations and business
environment of Core Molding Technologies, Inc. and its subsidiaries
(Core Molding Technologies or the Company) all of which are difficult to
predict and many of which are beyond Core Molding Technologies control. These uncertainties and
factors could cause Core Molding Technologies actual results to differ materially from those
matters expressed in or implied by such forward-looking statements.
 Core Molding Technologies believes that the following factors, among others, could affect its
future performance and cause actual results to differ materially from those expressed or implied by
forward-looking statements made in this quarterly report: business conditions in the plastics,
transportation, watercraft and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon three significant customers as
the primary source of Core Molding Technologies sales revenues; recent efforts of Core Molding
Technologies to expand its customer base; failure of Core Molding Technologies suppliers to
perform their contractual obligations; the availability of raw materials; inflationary pressures;
new technologies; competitive and regulatory matters; labor relations; the loss or inability of
Core Molding Technologies to attract key personnel; the availability of capital; the ability of
Core Molding Technologies to provide on-time delivery to customers, which may require additional
shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of cancellation
or rescheduling of orders; managements decision to pursue new products or businesses which involve
additional costs, risks or capital expenditures; and other risks identified from time-to-time in
Core Molding Technologies other public documents on file with the Securities and Exchange
Commission, including those described in Item 1A of the 2005 Annual Report to Shareholders on Form
10-K.
 OVERVIEW
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Results of Operations
 Three Months Ended September 30, 2006, As Compared To Three Months Ended September 30, 2005
        14




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Nine Months Ended September 30, 2006, As Compared To Nine Months Ended September 30, 2005
        Liquidity and Capital Resources
  15




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##### Table of Contents



Recently Issued and Adopted Accounting Standards
 Share-Based Payment. Accounting for Stock-Based
Compensation Accounting for Stock Issued to Employees
 Accounting for Uncertainty in
Income Taxes, Accounting for Income Taxes
 Fair Value Measurements.
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##### Table of Contents



Employers Accounting for Defined
Benefits Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106,
and 132(R)
 Critical Accounting Policies and Estimates
   Accounts receivable allowances:
  Inventories:
  Goodwill and Long-Lived Assets:
 st
 Self-Insurance:
  17




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##### Table of Contents



Post retirement benefits:
  Revenue Recognition:
  Income taxes:
  18




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##### Table of Contents



Part I  Financial Information
 
 Item 3
 Quantitative and Qualitative Disclosures About Market Risk
     19




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##### Table of Contents



Part I  Financial Information
 
 Item 4
 Controls and Procedures
   20




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##### Table of Contents



Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  21




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##### Table of Contents



SIGNATURES
  CORE MOLDING TECHNOLOGIES, INC.Date: November 14, 2006
    
    By:
    
    /s/ James L. Simonton

James L. SimontonPresident, Chief Executive Officer and 
   DirectorDate: November 14, 2006
    
    By:
    
    /s/ Herman F. Dick, Jr.

Herman F. Dick, Jr.Treasurer and Chief Financial Officer
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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit No.
    
    Description
    
    Location2(a)(1)
    
    Asset Purchase Agreement
Dated as of September 12, 1996,
As amended October 31, 1996,
between Navistar International Transportation
Corporation and RYMAC Mortgage Investment
Corporation1
    
    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, 20012(b)(1)
    
    Agreement and Plan of Merger dated as of
November 1, 1996, between Core Molding
Technologies, Inc. and RYMAC Mortgage
Investment Corporation
    
    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 Technologies, Inc. and
RYMAC Mortgage Investment Corporation
    
    Incorporated by
reference to
Exhibit 2(b)(2) to
Annual Report on
Form 10-K for the
year ended December
31, 20022(c)(1)
    
    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, 20013(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)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
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##### Table of Contents



Exhibit No.
    
    Description
    
    Location3(b)
    
    By-Laws of Core Molding Technologies, Inc.
    
    Incorporated by
reference to
Exhibit 3-C to
Registration
Statement on Form
S-4 (Registration
No. 333-15809)4(a)(1)
    
    Certificate of Incorporation of Core Molding
Technologies, Inc. as 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 Materials
Corporation 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 Materials
Corporation, 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, 20024(b)
    
    By-Laws of Core Molding Technologies, Inc.
    
    Incorporated by
reference to
Exhibit 3-C to
Registration
Statement on Form
S-4 (Registration
No. 333-15809)
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Exhibit No.
    
    Description
    
    Location11
    
    Computation of Net Income per Share
    
    Exhibit 11 omitted
because the required
information is
Included in Notes to
Financial Statement31(a)
    
    Section 302 Certification by James
L. Simonton, President and Chief
Executive Officer
    
    Filed Herein31(b)
    
    Section 302 Certification by Herman
F. Dick, Jr., Treasurer and Chief
Financial Officer
    
    Filed Herein32(a)
    
    Certification of James L. Simonton,
Chief Executive Officer of Core
Molding Technologies, Inc., dated
November 14, 2006, pursuant to 18
U.S.C. Section 1350
    
    Filed Herein32(b)
    
    Certification of Herman F. Dick, Jr., Chief
Financial Officer of Core Molding Technologies,
Inc., dated November 14, 2006, pursuant to 18
U.S.C. Section 1350
    
    Filed Herein
 
 1
    
    The Asset Purchase Agreement, as filed with the Securities and Exchange Commission at
Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809), omits the exhibits
(including, the Buyer Note, Special Warranty Deed, Supply Agreement, Registration Rights Agreement
and Transition Services Agreement, identified in the Asset Purchase Agreement) and schedules
(including, those identified in Sections 1, 3, 4, 5, 6, 8 and 30 of the Asset Purchase Agreement.
Core Molding Technologies, Inc. will provide any omitted exhibit or schedule to the Securities and
Exchange Commission upon request. 25