##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 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 28183
Columbus, 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 1  Financial Information Core Molding Technologies, Inc. and SubsidiariesCondensed Consolidated Balance SheetsCore Molding Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Income (Unaudited)Core Molding Technologies, Inc. and Subsidiaries Condensed Consolidated Statement of Stockholders Equity (Unaudited)Core Molding Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)Core Molding Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited)Part I  Financial InformationItem 2:Managements Discussion and Analysis of Financial Condition and Results of OperationsPart I  Financial InformationItem 3Quantitative and Qualitative Disclosures About Market RiskPart I  Financial InformationItem 4Controls and ProceduresPart 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. ExhibitsSIGNATURESEX-31.AEX-31.BEX-32.AEX-32.B    Table of Contents  
 Part 1  Financial Information
Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)AssetsCurrent Assets:Cash
    
    $
    9,183,030
    
    
    $
    9,413,994Accounts receivable (less allowance for doubtful accounts:June 30,
2006  $203,000; December 31, 2005  $214,000)
    
    
    28,372,360
    
    
    
    22,279,588Inventories:Finished and work in process goods
    
    
    2,512,667
    
    
    
    2,075,094Stores
    
    
    4,407,606
    
    
    
    5,219,927Total inventories
    
    
    6,920,273
    
    
    
    7,295,021Deferred tax asset
    
    
    2,208,567
    
    
    
    2,208,567Foreign sales tax receivable
    
    
    906,869
    
    
    
    756,723Prepaid expenses and other current assets
    
    
    1,612,609
    
    
    
    947,937Total current assets
    
    
    49,203,708
    
    
    
    42,901,830Property, plant and equipment
    
    
    51,081,445
    
    
    
    47,939,881Accumulated depreciation
    
    
    (25,400,332
    )
    
    
    (24,269,524
    )Property, plant and equipment  net
    
    
    25,681,113
    
    
    
    23,670,357Deferred tax asset
    
    
    6,100,677
    
    
    
    6,164,317Interest rate swap
    
    
    86,213
    
    
    
    Goodwill
    
    
    1,097,433
    
    
    
    1,097,433Customer List / non-compete
    
    
    164,405
    
    
    
    189,860Other assets
    
    
    171,637
    
    
    
    197,605Total
    
    $
    82,505,186
    
    
    $
    74,221,402Liabilities and Stockholders EquityLiabilities:Current liabilitiesCurrent portion of long-term debt
    
    $
    1,795,716
    
    
    $
    1,775,716Current portion graduated lease payments and deferred gain
    
    
    567,369
    
    
    
    567,369Accounts payable
    
    
    12,639,030
    
    
    
    10,224,296Tooling in progress
    
    
    95,756
    
    
    
    1,148,104Accrued liabilities:Compensation and related benefits
    
    
    5,325,850
    
    
    
    5,264,515Interest
    
    
    82,319
    
    
    
    103,701Taxes
    
    
    1,312,347
    
    
    
    130,820Other
    
    
    1,553,288
    
    
    
    836,580Total current liabilities
    
    
    23,371,675
    
    
    
    20,051,101Long-term debt
    
    
    8,692,137
    
    
    
    9,594,995Interest rate swap
    
    
    
    
    
    
    100,965Graduated lease payments and deferred gain
    
    
    283,340
    
    
    
    567,030Postretirement benefits liability
    
    
    10,807,848
    
    
    
    9,766,544Commitments and ContingenciesStockholders Equity:Preferred stock  $0.01 par value, authorized shares  10,000,000;
Outstanding shares June 30, 2006 and December 31, 2005  0
    
    
    
    
    
    
    Common stock  $0.01 par value, authorized shares  20,000,000;
Outstanding shares: 10,107,522 at June 30, 2006 and
10,041,467 at December 31, 2005
    
    
    101,075
    
    
    
    100,415Paid-in capital
    
    
    21,071,231
    
    
    
    20,770,944Accumulated other comprehensive income (loss), net of income tax
    
    
    64,647
    
    
    
    (58,891
    )Retained earnings
    
    
    18,113,233
    
    
    
    13,328,299Total stockholders equity
    
    
    39,350,186
    
    
    
    34,140,767Total
    
    $
    82,505,186
    
    
    $
    74,221,402
  2




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##### Table of Contents



Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net Sales:Products
    
    $
    38,425,961
    
    
    $
    31,998,569
    
    
    $
    73,780,619
    
    
    $
    62,216,568Tooling
    
    
    1,084,696
    
    
    
    1,660,268
    
    
    
    2,232,352
    
    
    
    3,959,226Total Sales
    
    
    39,510,657
    
    
    
    33,658,837
    
    
    
    76,012,971
    
    
    
    66,175,794Cost of sales
    
    
    30,998,160
    
    
    
    26,339,355
    
    
    
    60,025,529
    
    
    
    51,942,062Postretirement benefits expense
    
    
    665,598
    
    
    
    578,370
    
    
    
    1,311,972
    
    
    
    1,091,194Total cost of sales
    
    
    31,663,758
    
    
    
    26,917,725
    
    
    
    61,337,501
    
    
    
    53,033,256Gross Margin
    
    
    7,846,899
    
    
    
    6,741,112
    
    
    
    14,675,470
    
    
    
    13,142,538Selling, general and administrative expense
    
    
    3,764,542
    
    
    
    3,338,985
    
    
    
    6,799,132
    
    
    
    6,312,406Postretirement benefits expense
    
    
    136,327
    
    
    
    163,130
    
    
    
    278,208
    
    
    
    275,701Total selling, general and administrative expense
    
    
    3,900,869
    
    
    
    3,502,115
    
    
    
    7,077,340
    
    
    
    6,588,107Income before interest and taxes
    
    
    3,946,030
    
    
    
    3,238,997
    
    
    
    7,598,130
    
    
    
    6,554,431Interest income
    
    
    130,854
    
    
    
    43,439
    
    
    
    254,178
    
    
    
    60,609Interest expense
    
    
    (157,795
    )
    
    
    (205,854
    )
    
    
    (320,097
    )
    
    
    (396,835
    )Income before income taxes
    
    
    3,919,089
    
    
    
    3,076,582
    
    
    
    7,532,211
    
    
    
    6,218,205Income taxes
    
    
    1,416,062
    
    
    
    1,341,594
    
    
    
    2,747,277
    
    
    
    2,527,467Net Income
    
    $
    2,503,027
    
    
    $
    1,734,988
    
    
    $
    4,784,934
    
    
    $
    3,690,738Net income per common share:Basic
    
    $
    0.25
    
    
    $
    0.18
    
    
    $
    0.48
    
    
    $
    0.38Diluted
    
    $
    0.24
    
    
    $
    0.17
    
    
    $
    0.46
    
    
    $
    0.36Weighted average shares outstanding:Basic
    
    
    10,072,062
    
    
    
    9,858,310
    
    
    
    10,059,454
    
    
    
    9,818,715Diluted
    
    
    10,402,252
    
    
    
    10,510,005
    
    
    
    10,427,346
    
    
    
    10,305,600
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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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,784,934
    
    
    
    4,784,934Common shares issued from
exercise of stock options
    
    
    29,750
    
    
    
    297
    
    
    
    92,900
    
    
    
    
    
    
    
    
    
    
    
    93,197Restricted stock issued
    
    
    36,305
    
    
    
    363
    
    
    
    76,741
    
    
    
    
    
    
    
    
    
    
    
    77,104Hedge accounting effect
of the interest rate
swaps at June 30, 2006
net of deferred income
tax expense of $63,640.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,538
    
    
    
    
    
    
    
    123,538Share based compensation
    
    
    
    
    
    
    
    
    
    
    130,646
    
    
    
    
    
    
    
    
    
    
    
    130,646Balance at June 30, 2006
    
    
    10,107,522
    
    
    $
    101,075
    
    
    $
    21,071,231
    
    
    $
    64,647
    
    
    $
    18,113,233
    
    
    $
    39,350,186
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Core Molding Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Six Months EndedJune 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    4,784,934
    
    
    $
    3,690,738Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,318,374
    
    
    
    1,162,795Deferred income taxes
    
    
    
    
    
    
    2,417,956Share based compensation
    
    
    207,750
    
    
    
    Interest expense related to ineffectiveness of swap
    
    
    
    
    
    
    7,746Loss on disposal of assets
    
    
    10,363
    
    
    
    11,528Amortization of gain on sale/leaseback transactions
    
    
    (169,057
    )
    
    
    (226,777
    )Loss (gain) on foreign currency financial statements
    
    
    98,280
    
    
    
    (4,165
    )Change in assets and liabilities (net of effects
from acquisition):Accounts receivable
    
    
    (6,092,772
    )
    
    
    (4,799,528
    )Inventories
    
    
    374,748
    
    
    
    426,832Prepaid and other assets
    
    
    (814,818
    )
    
    
    2,626Accounts payable
    
    
    1,242,109
    
    
    
    (2,904,447
    )Accrued and other liabilities
    
    
    1,738,553
    
    
    
    1,071,755Postretirement benefits liability
    
    
    1,126,304
    
    
    
    937,743Net cash provided by operating activities
    
    
    3,824,768
    
    
    
    1,794,802Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (3,271,271
    )
    
    
    (816,158
    )Proceeds from sale of property and equipment
    
    
    5,200
    
    
    
    65,000Proceeds from maturities on mortgage-backed security investment
    
    
    
    
    
    
    88,239Net cash used in investing activities
    
    
    (3,266,071
    )
    
    
    (662,919
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    93,197
    
    
    
    623,216Payments of principal on secured note payable
    
    
    (642,858
    )
    
    
    (642,858
    )Payment of principal on industrial revenue bond
    
    
    (240,000
    )
    
    
    (220,000
    )Net cash used in financing activities
    
    
    (789,661
    )
    
    
    (239,642
    )Net increase (decrease) in cash and cash equivalents
    
    
    (230,964
    )
    
    
    892,241Cash and cash equivalents at beginning of period
    
    
    9,413,994
    
    
    
    5,358,246Cash and cash equivalents at end of period
    
    $
    9,183,030
    
    
    $
    6,250,487Cash paid for:Interest
    
    $
    56,323
    
    
    $
    326,066Income taxes
    
    $
    1,579,133
    
    
    $
    465,828
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##### Table of Contents



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
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    2,503,027
    
    
    $
    1,734,988
    
    
    $
    4,784,934
    
    
    $
    3,690,738Weighted average common shares
outstanding
(basic)
    
    
    10,072,062
    
    
    
    9,858,310
    
    
    
    10,059,454
    
    
    
    9,818,715Plus: dilutive options assumed
exercised of stock options
    
    
    928,450
    
    
    
    1,051,650
    
    
    
    928,450
    
    
    
    1,051,650Less: shares assumed repurchased
with proceeds from exercise of
stock options
    
    
    (600,239
    )
    
    
    (399,955
    )
    
    
    (561,547
    )
    
    
    (564,765
    )Plus: dilutive effect of
nonvested restricted stock
grants
    
    
    1,979
    
    
    
    
    
    
    
    989
    
    
    
    Weighted average common and
potentially issuable common
shares outstanding (diluted)
    
    
    10,402,252
    
    
    
    10,510,005
    
    
    
    10,427,346
    
    
    
    10,305,600Basic earnings per common share
    
    $
    0.25
    
    
    $
    0.18
    
    
    $
    0.48
    
    
    $
    0.38Diluted earnings per common share
    
    $
    0.24
    
    
    $
    0.17
    
    
    $
    0.46
    
    
    $
    0.36
 6




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##### Table of Contents



3. Sales Revenue
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005International
    
    $
    18,005,814
    
    
    $
    18,609,331
    
    
    $
    36,316,639
    
    
    $
    35,980,243PACCAR
    
    
    9,461,380
    
    
    
    1,469,635
    
    
    
    17,290,117
    
    
    
    2,789,896Freightliner
    
    
    4,246,577
    
    
    
    4,660,802
    
    
    
    8,161,591
    
    
    
    9,179,744Yamaha
    
    
    2,422,597
    
    
    
    3,544,247
    
    
    
    4,445,396
    
    
    
    7,595,710Subtotal
    
    
    34,136,368
    
    
    
    28,284,015
    
    
    
    66,213,743
    
    
    
    55,545,593Other
    
    
    5,374,289
    
    
    
    5,374,822
    
    
    
    9,799,228
    
    
    
    10,630,201Total
    
    $
    39,510,657
    
    
    $
    33,658,837
    
    
    $
    76,012,971
    
    
    $
    66,175,794
  4. Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    2,503,027
    
    
    $
    1,734,988
    
    
    $
    4,784,934
    
    
    $
    3,690,738Hedge accounting
effect of interest
rate swaps, net of
deferred income tax
expense of $25,931
and $63,640 for the
three and six
months ending June
30, 2006,
respectively; and
deferred income tax
benefit of $41,824
and tax expense of
$39,361 for the
three and six
months ending June
30, 2005,
respectively.
    
    
    50,339
    
    
    
    (73,441
    )
    
    
    123,538
    
    
    
    84,152Comprehensive income
    
    $
    2,553,366
    
    
    $
    1,661,547
    
    
    $
    4,908,472
    
    
    $
    3,774,890
 5. Postretirement Benefits
  7




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Pension Expense:Interest cost
    
    $
    4,000
    
    
    $
    4,000
    
    
    $
    8,000
    
    
    $
    8,000Defined contribution plan
contributions
    
    
    127,000
    
    
    
    128,000
    
    
    
    254,000
    
    
    
    243,000Multi-employer plan
contributions
    
    
    101,000
    
    
    
    94,000
    
    
    
    202,000
    
    
    
    178,000Total pension expense
    
    
    232,000
    
    
    
    226,000
    
    
    
    464,000
    
    
    
    429,000Health and Life Insurance:Service cost
    
    
    274,000
    
    
    
    259,000
    
    
    
    541,000
    
    
    
    451,000Interest cost
    
    
    224,000
    
    
    
    189,000
    
    
    
    442,000
    
    
    
    369,000Amortization of net loss
    
    
    72,000
    
    
    
    68,000
    
    
    
    143,000
    
    
    
    118,000Net periodic benefit cost
    
    
    570,000
    
    
    
    516,000
    
    
    
    1,126,000
    
    
    
    938,000Total postretirement
benefits expense
    
    $
    802,000
    
    
    $
    742,000
    
    
    $
    1,590,000
    
    
    $
    1,367,000
  6. Acquisition
    Inventory
    
    $
    668,862Property and equipment
    
    
    95,000Non-Compete
    
    
    5,000Tooling and 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
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2005Net sales (pro forma)
    
    $
    40,931,421
    
    
    $
    78,467,486Net income (pro forma)
    
    $
    2,578,473
    
    
    $
    4,619,701Net income per share (pro forma)-Basic
    
    $
    0.26
    
    
    $
    0.47Diluted
    
    $
    0.25
    
    
    $
    0.45
  7. Interest Rate Swaps
  8. Stock based Compensation
    9




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Three Months Ended
    
    Six Months EndedJune 30, 2005
    

June 30, 2005Net income, as reported
    
    $
    1,734,988
    
    
    $
    3,690,738Deduct: Total stock-based
employee compensation expense
determined under fair value based
method for all awards, net of
related tax effects
    
    
    (33,270
    )
    
    
    (154,639
    )Pro forma net income
    
    $
    1,701,718
    
    
    $
    3,536,099Earnings per share:Basic  as reported
    
    $
    0.18
    
    
    $
    0.38Basic  pro forma
    
    $
    0.17
    
    
    $
    0.36Diluted  as reported
    
    $
    0.17
    
    
    $
    0.36Diluted  pro forma
    
    $
    0.16
    
    
    $
    0.34
 Stock Options
    WeightedNumber
    
    
    
    
    
    
    Average Remaining
    
    
    Aggregateof
    
    
    Weighted Average
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Term
    
    
    ValueOutstanding at December 31, 2005
    
    
    1,032,700
    
    
    $
    3.33Exercised
    
    
    (29,750
    )
    
    
    3.13Granted
    
    
    
    
    
    
    Forfeited
    
    
    (19,000
    )
    
    
    4.24Outstanding at June 30, 2006
    
    
    983,950
    
    
    
    3.32
    
    
    
    7.70
    
    
    $
    2,577,000Exercisable at June 30, 2006
    
    
    530,029
    
    
    
    3.14
    
    
    
    7.36
    
    
    $
    1,465,000
  10




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WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested at December 31, 2005
    
    
    518,072
    
    
    $
    3.49Granted
    
    
    
    
    
    
    Vested
    
    
    (45,151
    )
    
    
    1.87Forfeited
    
    
    (19,000
    )
    
    
    4.24Unvested at June 30, 2006
    
    
    453,921
    
    
    $
    3.49
  Restricted Stock
   WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested balance at December 31, 2005
    
    
    
    
    
    $
    Granted
    
    
    36,305
    
    
    
    6.70Vested
    
    
    (10,870
    )
    
    
    6.70Forfeited
    
    
    
    
    
    
    Unvested at June 30, 2006
    
    
    25,435
    
    
    $
    6.70
  9. Recent Accounting Pronouncements
  Share-Based Payment. Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
 11




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##### Table of Contents



Accounting for Income Taxes
 12




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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
Core Molding Technologies operations and business environment, all of which are difficult to
predict and many of which are beyond Core Molding Technologies control. These uncertainties and
factors could cause Core Molding Technologies actual results to differ materially from those
matters expressed in or implied by such forward-looking statements.
 Core Molding Technologies believes that the following factors, among others, could affect its
future performance and cause actual results to differ materially from those expressed or implied by
forward-looking statements made in this quarterly report: business conditions in the plastics,
transportation, watercraft and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon four major customers as the
primary source of Core Molding Technologies sales revenues; recent efforts of Core Molding
Technologies to expand its customer base; failure of Core Molding Technologies suppliers to
perform their contractual obligations; 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
   13




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##### Table of Contents



Results of Operations
 Three Months Ended June 30, 2006, As Compared To Three Months Ended June 30, 2005
        14




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##### Table of Contents



Six Months Ended June 30, 2006, As Compared To Six Months Ended June 30, 2005
        15




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##### Table of Contents



Liquidity and Capital Resources
      Recently Issued and Adopted Accounting Standards
  Share-Based Payment. Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
 Accounting for Income Taxes
 16




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##### Table of Contents



Critical Accounting Policies and Estimates
   Accounts receivable allowances:
  Inventories:
  Goodwill and Long-Lived Assets:
 st
 Self-Insurance:
  Post retirement benefits:
  17




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##### Table of Contents



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
  A.
    
    Election of Directors:
    
    Shares Voted For
    
    Shares Voted AgainstThomas R. Cellitti
    
    
    9,372,514
    
    
    
    131,185James F. Crowley
    
    
    9,467,303
    
    
    
    36,396Ralph O. Hellmold
    
    
    9,467,103
    
    
    
    36,596Thomas M. Hough
    
    
    9,374,014
    
    
    
    129,685Malcolm M. Prine
    
    
    9,450,203
    
    
    
    53,496James L. Simonton
    
    
    9,374,114
    
    
    
    129,585John P. Wright
    
    
    9,467,603
    
    
    
    36,096
  B.
    
    Approval of the Core Molding Technologies, Inc. 2006
Long-Term Equity Incentive Plan:
 Shares Voted For
    
    Shares Against
    
    Shares Abstaining5,358,839
    
    
    
    903,354
    
    
    
    50,944
 C.
    
    Approval of amendments to the 2002 Employee Stock Purchase
Plan:
 Shares Voted For
    
    Shares Against
    
    Shares Abstaining6,237,478
    
    
    
    82,089
    
    
    
    20,770
 D.
    
    Ratification of Deloitte and Touche, LLP as the independent
registered public accounting firm for the year ending December 31, 2006:
 Shares Voted For
    
    Shares Against
    
    Shares Abstaining5,183,578
    
    
    
    37,835
    
    
    
    4,282,286
 
 Item 5. Other Information
  
 Item 6. Exhibits
  21




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##### Table of Contents



SIGNATURES
  CORE MOLDING TECHNOLOGIES, INC.Date:      August 11, 2006
    By:
    /s/ James L. SimontonJames L. SimontonPresident, Chief Executive Officer and
DirectorDate:      August 11, 2006
    By:
    /s/ Herman F. Dick, Jr.Herman F. Dick, Jr.Treasurer and Chief Financial Officer 22




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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
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)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
 23




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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)10(a)
    
    Core Molding Technologies,
Inc. 2006 Long-Term Equity
Incentive Plan
    
    Incorporated by reference to
Exhibit 10.1 to Form 8-K filed
May 23, 200610(b)
    
    Form of Core Molding
Technologies, Inc. Restricted
Stock Agreement
    
    Incorporated by reference to
Exhibit 10.2 to Form 8-K filed
May 23, 200610(c)
    
    2002 Core Molding
Technologies, Inc. Employee
Stock Purchase Plan (as
amended May 17, 2006
    
    Incorporated by reference to
Exhibit 10.3 to Form 8-K filed
May 23, 200610(d)
    
    Form of Executive Severance
Agreement
    
    Incorporated by reference to
Exhibit 10.4 to Form 8-K filed
May 23, 200611
    
    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 August 11, 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 August 11, 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. 24