##### 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, 2008
 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
    
    (I.R.S. Employer Identification No.)incorporation or organization)800 Manor Park Drive, P.O. Box 28183Columbus, Ohio
    
    43228-0183(Address of principal executive office)
    
    (Zip Code)
 (614) 870-5000
 
   þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
  o þ




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##### 



Table of Contents
 Part I  Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets
    
    3Consolidated Statements of Income
    
    4Consolidated Statement of Stockholders Equity
    
    5Consolidated Statements of Cash Flows
    
    6Notes to Consolidated Financial Statements
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    22Item 4T. Controls and Procedures
    
    23Part II  Other Information
    
    24Item 1. Legal Proceedings
    
    24Item 1A. Risk Factors
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    24Item 3. Defaults Upon Senior Securities
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    24Item 5. Other Information
    
    24Item 6. Exhibits
    
    24Signatures
    
    25Index to Exhibits
    
    26EX-10(a)EX-31(a)EX-31(b)EX-32(a)EX-32(b)
  2




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##### Table of Contents



Part 1  Financial Information
 Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Balance Sheets
 September 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)AssetsCurrent Assets:Cash
    
    $
    
    
    
    $
    Accounts receivable (less allowance for doubtful accounts:September 30, 2008 - $160,000; December 31, 2007 - $334,000)
    
    
    19,905,714
    
    
    
    12,469,502Inventories:Finished and work in process goods
    
    
    3,103,421
    
    
    
    3,333,119Stores
    
    
    4,860,906
    
    
    
    5,011,291Total inventories
    
    
    7,964,327
    
    
    
    8,344,410Deferred tax asset-current portion
    
    
    1,625,781
    
    
    
    1,625,781Foreign sales tax receivable
    
    
    1,198,690
    
    
    
    959,767Prepaid expenses and other current assets
    
    
    566,286
    
    
    
    632,329Total current assets
    
    
    31,260,798
    
    
    
    24,031,789Property, plant and equipment
    
    
    67,845,644
    
    
    
    59,906,910Accumulated depreciation
    
    
    (32,318,839
    )
    
    
    (29,691,245
    )Property, plant and equipment  net
    
    
    35,526,805
    
    
    
    30,215,665Deferred tax asset
    
    
    6,172,389
    
    
    
    6,173,514Goodwill
    
    
    1,097,433
    
    
    
    1,097,433Customer list / Non-compete
    
    
    49,518
    
    
    
    87,629Other assets
    
    
    71,491
    
    
    
    89,168Total
    
    $
    74,178,434
    
    
    $
    61,695,198Liabilities and Stockholders EquityLiabilities:Current liabilities
Current portion of long-term debt
    
    $
    1,895,716
    
    
    $
    1,865,716Notes payable line of credit
    
    
    8,190,773
    
    
    
    2,251,863Current portion of postretirement benefits liability
    
    
    489,000
    
    
    
    489,000Accounts payable
    
    
    8,469,801
    
    
    
    8,537,895Tooling in progress
    
    
    7,706
    
    
    
    102,419Accrued liabilities:Compensation and related benefits
    
    
    5,103,649
    
    
    
    3,350,867Interest payable
    
    
    98,376
    
    
    
    89,721Taxes
    
    
    680,249
    
    
    
    23,221Other
    
    
    1,048,450
    
    
    
    1,067,792Total current liabilities
    
    
    25,983,720
    
    
    
    17,778,494Long-term debt
    
    
    4,489,276
    
    
    
    5,913,563Interest rate swap
    
    
    251,054
    
    
    
    223,566Postretirement benefits liability
    
    
    16,934,911
    
    
    
    15,952,891Commitments and ContingenciesStockholders Equity:Preferred stock  $0.01 par value, authorized shares  10,000,000;
Outstanding shares: September 30, 2008 and December 31, 2007 - 0
    
    
    
    
    
    
    Common stock  $0.01 par value, authorized shares - 20,000,000;
Outstanding shares: 6,762,790 at September 30, 2008 and
6,727,871 at December 31, 2007
    
    
    67,628
    
    
    
    67,279Paid-in capital
    
    
    22,958,433
    
    
    
    22,614,127Accumulated other comprehensive loss, net of income tax benefit
    
    
    (2,129,747
    )
    
    
    (2,209,540
    )Treasury stock
    
    
    (26,179,054
    )
    
    
    (26,179,054
    )Retained earnings
    
    
    31,802,213
    
    
    
    27,533,872Total stockholders equity
    
    
    26,519,473
    
    
    
    21,826,684Total
    
    $
    74,178,434
    
    
    $
    61,695,198
  3




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##### Table of Contents



Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Income
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net Sales:Products
    
    $
    29,497,102
    
    
    $
    23,744,611
    
    
    $
    84,875,561
    
    
    $
    79,080,653Tooling
    
    
    533,461
    
    
    
    6,175,333
    
    
    
    4,179,133
    
    
    
    20,363,658Total Sales
    
    
    30,030,563
    
    
    
    29,919,944
    
    
    
    89,054,694
    
    
    
    99,444,311Cost of sales
    
    
    23,456,538
    
    
    
    25,214,124
    
    
    
    71,387,397
    
    
    
    84,106,093Postretirement benefits expense
    
    
    536,163
    
    
    
    626,753
    
    
    
    1,692,266
    
    
    
    1,828,391Total cost of sales
    
    
    23,992,701
    
    
    
    25,840,877
    
    
    
    73,079,663
    
    
    
    85,934,484Gross Margin
    
    
    6,037,862
    
    
    
    4,079,067
    
    
    
    15,975,031
    
    
    
    13,509,827Selling, general and administrative expense
    
    
    3,076,224
    
    
    
    2,667,215
    
    
    
    8,621,814
    
    
    
    8,273,378Postretirement benefits expense
    
    
    109,816
    
    
    
    119,381
    
    
    
    372,380
    
    
    
    391,963Total selling, general and administrative
expense
    
    
    3,186,040
    
    
    
    2,786,596
    
    
    
    8,994,194
    
    
    
    8,665,341Income before interest and taxes
    
    
    2,851,822
    
    
    
    1,292,471
    
    
    
    6,980,837
    
    
    
    4,844,486Interest income
    
    
    
    
    
    
    49,103
    
    
    
    
    
    
    
    542,166Interest expense
    
    
    (179,395
    )
    
    
    (228,696
    )
    
    
    (540,866
    )
    
    
    (491,409
    )Income before income taxes
    
    
    2,672,427
    
    
    
    1,112,878
    
    
    
    6,439,971
    
    
    
    4,895,243Income tax expense
    
    
    984,500
    
    
    
    395,696
    
    
    
    2,171,630
    
    
    
    1,699,158Net Income
    
    $
    1,687,927
    
    
    $
    717,182
    
    
    $
    4,268,341
    
    
    $
    3,196,085Net income per common share:Basic
    
    $
    0.25
    
    
    $
    0.10
    
    
    $
    0.63
    
    
    $
    0.34Diluted
    
    $
    0.24
    
    
    $
    0.09
    
    
    $
    0.61
    
    
    $
    0.33Weighted average shares outstanding:Basic
    
    
    6,748,590
    
    
    
    7,441,871
    
    
    
    6,740,225
    
    
    
    9,339,984Diluted
    
    
    7,048,520
    
    
    
    7,727,088
    
    
    
    7,054,157
    
    
    
    9,658,583
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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statement of Stockholders Equity
 (Unaudited)
 AccumulatedCommon Stock
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalOutstanding
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    EquityBalance at January 1,
2008
    
    
    6,727,871
    
    
    $
    67,279
    
    
    $
    22,614,127
    
    
    $
    27,533,872
    
    
    $
    (2,209,540
    )
    
    $
    (26,179,054
    )
    
    $
    21,826,684Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,268,341
    
    
    
    
    
    
    
    
    
    
    
    4,268,341Hedge accounting
effect of the interest
rate swaps, net of
deferred income tax
expense of $9,209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,877
    
    
    
    
    
    
    
    17,877Amortization of
unrecognized net loss
on post retirement
benefit, net of tax
expense of $34,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,916
    
    
    
    
    
    
    
    61,916Comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,348,134Common shares issued
from exercise of
stock options
    
    
    29,000
    
    
    
    290
    
    
    
    90,210
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,500Restricted stock
    
    
    5,919
    
    
    
    59
    
    
    
    41,292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,351Share-based
compensation
    
    
    
    
    
    
    
    
    
    
    212,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,804Balance at September
30, 2008
    
    
    6,762,790
    
    
    $
    67,628
    
    
    $
    22,958,433
    
    
    $
    31,802,213
    
    
    $
    (2,129,747
    )
    
    $
    (26,179,054
    )
    
    $
    26,519,473
  5




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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 (Unaudited)
 Nine Months EndedSeptember 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    4,268,341
    
    
    $
    3,196,085Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,683,383
    
    
    
    2,622,594Deferred income taxes
    
    
    (42,162
    )
    
    
    (19,504
    )Ineffectiveness of swap
    
    
    54,573
    
    
    
    9,780Share based compensation
    
    
    254,154
    
    
    
    206,265Gain on disposal of assets
    
    
    
    
    
    
    (1,039
    )(Gain)/Loss on translation of foreign currency financial statements
    
    
    (26,077
    )
    
    
    7,826Change in operating assets and liabilities:Accounts receivable
    
    
    (7,436,212
    )
    
    
    2,550,481Inventories
    
    
    380,083
    
    
    
    (713,489
    )Prepaid and other assets
    
    
    (172,882
    )
    
    
    (70,005
    )Accounts payable
    
    
    (185,845
    )
    
    
    1,749,603Accrued and other liabilities
    
    
    2,304,415
    
    
    
    (3,313,544
    )Postretirement benefits liability
    
    
    1,078,013
    
    
    
    1,548,375Net cash provided by operating activities
    
    
    3,159,784
    
    
    
    7,773,428Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (7,794,907
    )
    
    
    (2,507,335
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    1,039Net cash used in investing activities
    
    
    (7,794,907
    )
    
    
    (2,506,296
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    90,500
    
    
    
    341,732Tax effect from exercise of stock options
    
    
    
    
    
    
    112,217Payments related to acquisition of stock
    
    
    
    
    
    
    (26,215,054
    )Gross repayments on line of credit
    
    
    (33,752,230
    )
    
    
    (6,480,357
    )Gross borrowings on line of credit
    
    
    39,691,140
    
    
    
    12,237,392Payments of principal on secured note payable
    
    
    (964,287
    )
    
    
    (964,285
    )Payment of principal on industrial revenue bond
    
    
    (430,000
    )
    
    
    (395,000
    )Net cash provided by (used in) financing activities
    
    
    4,635,123
    
    
    
    (21,363,355
    )Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (16,096,223
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    16,096,223Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    Cash paid (received) for:Interest
    
    $
    463,650
    
    
    $
    (128,812
    )Income taxes (net of tax refunds)
    
    $
    1,561,622
    
    
    $
    (412,264
    )Non cash:Fixed asset purchases in accounts payable
    
    $
    143,827
    
    
    $
    69,701
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Core Molding Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
   2. Net Income per Common Share
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    1,687,927
    
    
    $
    717,182
    
    
    $
    4,268,341
    
    
    $
    3,196,085Weighted average common shares
Outstanding
    
    
    6,748,590
    
    
    
    7,441,871
    
    
    
    6,740,225
    
    
    
    9,339,984Plus: dilutive options assumed exercised
    
    
    550,225
    
    
    
    593,700
    
    
    
    550,225
    
    
    
    593,700Less: shares
assumed repurchased with proceeds from exercise
    
    
    (283,037
    )
    
    
    (324,299
    )
    
    
    (281,788
    )
    
    
    (304,545
    )Plus: dilutive effect of nonvested restricted stock grants
    
    
    32,742
    
    
    
    15,816
    
    
    
    45,495
    
    
    
    29,444Weighted average common and potentially
issuable common shares outstanding
    
    
    7,048,520
    
    
    
    7,727,088
    
    
    
    7,054,157
    
    
    
    9,658,583Basic net income per common share
    
    $
    0.25
    
    
    $
    0.10
    
    
    $
    0.63
    
    
    $
    0.34Diluted net income per common share
    
    $
    0.24
    
    
    $
    0.09
    
    
    $
    0.61
    
    
    $
    0.33
  7




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3. Sales
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Navistar product sales
    
    $
    17,434,140
    
    
    $
    11,175,119
    
    
    $
    47,533,592
    
    
    $
    34,894,733Navistar tooling sales
    
    
    74,750
    
    
    
    36,603
    
    
    
    2,868,221
    
    
    
    8,179,984Total Navistar sales
    
    
    17,508,890
    
    
    
    11,211,722
    
    
    
    50,401,813
    
    
    
    43,074,717PACCAR product sales
    
    
    7,350,397
    
    
    
    7,318,936
    
    
    
    22,424,684
    
    
    
    21,529,607PACCAR tooling sales
    
    
    380,818
    
    
    
    6,007,125
    
    
    
    840,964
    
    
    
    11,521,919Total PACCAR sales
    
    
    7,731,215
    
    
    
    13,326,061
    
    
    
    23,265,648
    
    
    
    33,051,526Other product sales
    
    
    4,712,565
    
    
    
    5,250,556
    
    
    
    14,917,285
    
    
    
    22,656,313Other tooling sales
    
    
    77,893
    
    
    
    131,605
    
    
    
    469,948
    
    
    
    661,755Total other sales
    
    
    4,790,458
    
    
    
    5,382,161
    
    
    
    15,387,233
    
    
    
    23,318,068Total product sales
    
    
    29,497,102
    
    
    
    23,744,611
    
    
    
    84,875,561
    
    
    
    79,080,653Total tooling sales
    
    
    533,461
    
    
    
    6,175,333
    
    
    
    4,179,133
    
    
    
    20,363,658Total sales
    
    $
    30,030,563
    
    
    $
    29,919,944
    
    
    $
    89,054,694
    
    
    $
    99,444,311
 4. Comprehensive Income
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    1,687,927
    
    
    $
    717,182
    
    
    $
    4,268,341
    
    
    $
    3,196,085Hedge accounting
effect of interest
rate swaps, net of
deferred income tax
expense of $11,996
and $9,209 for the
three and nine
months ended
September 30, 2008
and net of deferred
tax benefit of
$38,860 and $25,843
for the three and
nine months ended
September 30, 2007,
respectively.
    
    
    23,286
    
    
    
    (61,309
    )
    
    
    17,877
    
    
    
    (40,386
    )Amortization of
previously
unrecognized
postretirement plan
loss, net of
deferred tax
expense of $11,361
and $34,083 for the
three and nine
months ended
September 30, 2008
deferred income tax
expense of $24,877
and $74,630 for the
three and nine
months ended
September 30, 2007,
respectively.
    
    
    20,639
    
    
    
    42,908
    
    
    
    61,916
    
    
    
    128,725Comprehensive income
    
    $
    1,731,852
    
    
    $
    698,781
    
    
    $
    4,348,134
    
    
    $
    3,284,424
 8




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##### Table of Contents



5. Postretirement Benefits
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Pension expense:Defined contribution planContributions
    
    $
    66,000
    
    
    $
    127,000
    
    
    $
    315,000
    
    
    $
    354,000Multi-employer planContributions

    
    
    126,000
    
    
    
    103,000
    
    
    
    389,000
    
    
    
    318,000Total pension expense
    
    
    192,000
    
    
    
    230,000
    
    
    
    704,000
    
    
    
    672,000Health and life insurance:Service cost
    
    
    159,000
    
    
    
    199,000
    
    
    
    477,000
    
    
    
    598,000Interest cost
    
    
    263,000
    
    
    
    249,000
    
    
    
    788,000
    
    
    
    747,000Amortization of net loss
    
    
    32,000
    
    
    
    68,000
    
    
    
    96,000
    
    
    
    203,000Net periodic benefit cost
    
    
    454,000
    
    
    
    516,000
    
    
    
    1,361,000
    
    
    
    1,548,000Total postretirement
benefits expense
    
    $
    646,000
    
    
    $
    746,000
    
    
    $
    2,065,000
    
    
    $
    2,220,000
  6. Debt
 Interest Rate Swaps
   9




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##### Table of Contents



Line of Credit
  7. Income Taxes
   8. Stock Based Compensation
  Stock Options
  Number
    
    
    Weightedof
    
    
    AverageShares
    
    
    Exercise PriceOutstanding at December 31, 2007
    
    
    620,700
    
    
    $
    3.33Exercised
    
    
    (29,000
    )
    
    
    3.12Granted
    
    
    
    
    
    
    Forfeited
    
    
    (16,475
    )
    
    
    4.73Outstanding at September 30, 2008
    
    
    575,225
    
    
    $
    3.30Exercisable at September 30, 2008
    
    
    447,310
    
    
    $
    3.27
 10




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##### Table of Contents



Number
    
    
    WeightedOf
    
    
    AverageShares
    
    
    Exercise PriceUnvested at December 31, 2007
    
    
    162,350
    
    
    $
    3.46Granted
    
    
    
    
    
    
    Vested
    
    
    (23,635
    )
    
    
    3.24Forfeited
    
    
    (10,800
    )
    
    
    4.67Unvested at September 30, 2008
    
    
    127,915
    
    
    $
    3.40
  Restricted Stock
   WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares

    
    
    Fair ValueUnvested at December 31, 2007
    
    
    61,416
    
    
    $
    7.02Granted
    
    
    41,635
    
    
    
    7.01Vested
    
    
    (5,919
    )
    
    
    6.99Forfeited
    
    
    
    
    
    
    Unvested at September 30, 2008
    
    
    97,132
    
    
    $
    7.02
  9. Common Stock
   11




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##### Table of Contents



10. Recent Accounting Pronouncements
 Accounting for Uncertainty in
Income Taxes, Accounting for Income Taxes
   
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for
identical asset or liabilities that the company has the ability to
access as of the reporting date.
    
    Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly through corroboration with observable market
data.
    
    Level 3 inputs are unobservable inputs, such as internally developed
pricing models for the asset or liability due to little or no market
activity for the asset or liability.
  12




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##### Table of Contents



Effective Date
of FASB Statement No. 157
 The Fair Value Option for Financial Assets
and Financial Liabilities
  Disclosures about Derivative Instruments and Hedging
Activities
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of
Generally Accepted Accounting Principles
 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 13




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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
   Overview
   14




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##### Table of Contents



Results of Operations
 Three Months Ended September 30, 2008, As Compared To Three Months Ended September 30, 2007
       15




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##### Table of Contents



Nine Months Ended September 30, 2008, As Compared To Nine Months Ended September 30, 2007
      16




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##### Table of Contents



Liquidity and Capital Resources
     17




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##### Table of Contents



Recently Issued Accounting Standards
 Accounting for Uncertainty in
Income Taxes, Accounting for Income Taxes
   
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for
identical asset or liabilities that the company has the ability to
access as of the reporting date.
    
    Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly through corroboration with observable market
data.
    
    Level 3 inputs are unobservable inputs, such as internally developed
pricing models for the asset or liability due to little or no market
activity for the asset or liability.
  18




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##### Table of Contents



Effective Date
of FASB Statement No. 157
 The Fair Value Option for Financial Assets
and Financial Liabilities
  Disclosures about Derivative Instruments and Hedging
Activities
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of
Generally Accepted Accounting Principles
 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 19




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##### Table of Contents



Critical Accounting Policies and Estimates
   Accounts receivable allowances:
 Inventories:
 Goodwill and Long-Lived Assets st Accounting for Impairment or Disposal of Long-Lived Assets.
 Self-Insurance:
 Post retirement benefits:
 20




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##### Table of Contents



Revenue Recognition:
 Income taxes:
 21




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##### Table of Contents



Part I  Financial Information
 
 Item 3
 Quantitative and Qualitative Disclosures About Market Risk
     22




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##### Table of Contents



Part I  Financial Information
 
 Item 4T
 Controls and Procedures
   23




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##### Table of Contents



Part II  Other Information
 
 Item 1.
    
    Legal Proceedings
 None
 
 Item 1A.
    
    Risk Factors
 Economic conditions and disruptions in the financial markets could have an
adverse effect on our business, financial condition and results of operations.The financial markets could experience a period of turmoil, including the
bankruptcy, restructuring or sale of certain financial institutions and the
intervention of the U.S. federal government. While the ultimate outcome of these
types of events in the financial market cannot be predicted, they could have a
material adverse effect on our liquidity and financial condition if our ability to
borrow money from our existing lenders were to be impaired. A crisis in the
financial markets may also have a material adverse impact on the availability and
cost of credit in the future. Our ability to pay our debt or refinance our
obligations will depend on our future performance, which could be affected by, among
other things, prevailing economic conditions. A financial crisis may also have an
adverse effect on the U.S. and world economies, which would have a negative impact
on demand for our products. In addition, tightening of credit markets may have an
adverse impact on our customers ability to finance the purchase of new heavy-duty
trucks or our suppliers ability to provide us with raw materials, either of which
could adversely affect our business and results of operations
 
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 None
 
 Item 3.
    
    Defaults Upon Senior Securities
 None
 
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
 None
 
 Item 5.
    
    Other Information
 None
 
 Item 6.
    
    Exhibits
 See Index to Exhibits
 24




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##### Table of Contents



SIGNATURES
  CORE MOLDING TECHNOLOGIES, INC.Date: November 12, 2008
    By:
    /s/ Kevin L. BarnettKevin L. BarnettPresident, Chief Executive Officer, and
DirectorDate: November 12, 2008
    By:
    /s/ Herman F. Dick, Jr.Herman F. Dick, Jr.Vice President, Secretary, Treasurer and Chief Financial Officer 25




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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 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)
    
    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
 26




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location3(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,
20073(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, 20084(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(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,
20074(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 From
8-K filed July 19,
200710(a)
    
    Maximum Guaranteed Price Design Construction
Contract, effective August 27, 2008, between
Corecomposites de Mexico, S. de R.L. de C.V.
and AS construcciones Del Norte, S.A. de C.V.
    
    Filed Herein11
    
    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 Kevin L.
Barnett, President, Chief Executive Officer,
and Director
    
    Filed Herein
 27




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Exhibit No.
    
    Description
    
    Location31(b)
    
    Section 302 Certification by Herman F. Dick,
Jr., Vice President, Secretary, Treasurer,
and Chief Financial Officer
    
    Filed Herein32(a)
    
    Certification of Kevin L. Barnett, Chief
Executive Officer of Core Molding
Technologies, Inc., dated November 12, 2008,
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 12, 2008,
pursuant to 18 U.S.C. Section 1350
    
    Filed Herein
 
 1
 28