##### 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 March 31, 2009
 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
  Former name, former address and former fiscal year, if changed since last report.
 Yes þ NO o
 Yes o NO o
 12b-2
 Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o NO þ




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##### 



Table of Contents
 Part I  Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    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
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4T. Controls and Procedures
    
    
    22Part II  Other Information
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    24Index to Exhibits
    
    
    25Ex-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
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent Assets:Cash
    
    $
    
    
    
    $
    Accounts receivable (less allowance for doubtful accounts:March 31, 2009  $91,000; December 31, 2008  $109,000)
    
    
    11,861,312
    
    
    
    15,435,103Inventories:Finished and work in process goods
    
    
    4,358,128
    
    
    
    4,991,848Stores
    
    
    4,852,033
    
    
    
    4,740,375Total inventories
    
    
    9,210,161
    
    
    
    9,732,223Deferred tax asset-current portion
    
    
    1,869,198
    
    
    
    1,869,198Foreign sales tax receivable
    
    
    640,184
    
    
    
    584,230Prepaid expenses and other current assets  net
    
    
    2,023,047
    
    
    
    876,094Income tax receivable
    
    
    113,256
    
    
    
    Total current assets
    
    
    25,717,158
    
    
    
    28,496,848Property, plant and equipment
    
    
    76,429,080
    
    
    
    71,970,638Accumulated depreciation
    
    
    (34,036,577
    )
    
    
    (33,155,187
    )Property, plant and equipment  net
    
    
    42,392,503
    
    
    
    38,815,451Deferred tax asset
    
    
    5,324,213
    
    
    
    5,318,623Goodwill
    
    
    1,097,433
    
    
    
    1,097,433Customer list
    
    
    24,759
    
    
    
    37,139Other assets
    
    
    54,954
    
    
    
    65,598Total
    
    $
    74,611,020
    
    
    $
    73,831,092Liabilities and Stockholders EquityLiabilities:Current liabilitiesCurrent portion of long-term debt
    
    $
    2,920,716
    
    
    $
    2,905,716Notes payable line of credit
    
    
    1,796,636
    
    
    
    1,193,965Current portion of postretirement benefits liability
    
    
    520,000
    
    
    
    520,000Accounts payable
    
    
    5,042,701
    
    
    
    6,866,388Tooling in progress
    
    
    312,567
    
    
    
    212,065Accrued liabilities:Compensation and related benefits
    
    
    3,958,145
    
    
    
    4,715,884Interest payable
    
    
    83,852
    
    
    
    96,103Taxes
    
    
    
    
    
    
    427,972Other
    
    
    999,644
    
    
    
    928,080Total current liabilities
    
    
    15,634,261
    
    
    
    17,866,173Long-term debt
    
    
    14,521,418
    
    
    
    11,129,184Interest rate swap
    
    
    508,473
    
    
    
    502,381Postretirement benefits liability
    
    
    15,569,790
    
    
    
    15,357,897Commitments and ContingenciesStockholders Equity:Preferred stock  $0.01 par value, authorized shares  10,000,000; 

Outstanding shares: March 31, 2009 and December 31, 2008  0
    
    
    
    
    
    
    Common stock  $0.01 par value, authorized shares  20,000,000; 

Outstanding shares: 6,771,662 at March 31, 2009 and
6,765,790 at December 31, 2008
    
    
    67,717
    
    
    
    67,658Paid-in capital
    
    
    23,074,722
    
    
    
    23,002,472Accumulated other comprehensive loss, net of income tax benefit
    
    
    (1,103,830
    )
    
    
    (1,092,977
    )Treasury stock
    
    
    (26,179,054
    )
    
    
    (26,179,054
    )Retained earnings
    
    
    32,517,523
    
    
    
    33,177,358Total stockholders equity
    
    
    28,377,078
    
    
    
    28,975,457Total
    
    $
    74,611,020
    
    
    $
    73,831,092
   3




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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 (Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Net Sales:Products
    
    $
    17,830,280
    
    
    $
    25,983,212Tooling
    
    
    553,837
    
    
    
    3,102,225Total Sales
    
    
    18,384,117
    
    
    
    29,085,437Cost of sales
    
    
    16,343,158
    
    
    
    24,198,838Postretirement benefits expense
    
    
    467,619
    
    
    
    570,394Total cost of sales
    
    
    16,810,777
    
    
    
    24,769,232Gross margin
    
    
    1,573,340
    
    
    
    4,316,205Selling, general and administrative expense
    
    
    2,368,110
    
    
    
    2,671,736Postretirement benefits expense
    
    
    131,893
    
    
    
    142,599Total selling, general and administrative expense
    
    
    2,500,003
    
    
    
    2,814,335(Loss) income before interest and income taxes
    
    
    (926,663
    )
    
    
    1,501,870Interest expense
    
    
    (110,154
    )
    
    
    (229,026
    )(Loss) income before income taxes
    
    
    (1,036,817
    )
    
    
    1,272,844Income tax (benefit) expense
    
    
    (376,982
    )
    
    
    408,691Net (loss) income
    
    $
    (659,835
    )
    
    $
    864,153Net (loss) income per common share:Basic
    
    $
    (0.10
    )
    
    $
    0.13Diluted
    
    $
    (0.10
    )
    
    $
    0.12Weighted average common shares outstanding:Basic
    
    
    6,768,726
    
    
    
    6,731,268Diluted
    
    
    6,768,726
    
    
    
    7,037,224
   4




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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
    
    
    Loss
    
    
    Stock
    
    
    EquityBalance at January 1,
2009
    
    
    6,765,790
    
    
    $
    67,658
    
    
    $
    23,002,472
    
    
    $
    33,177,358
    
    
    $
    (1,092,977
    )
    
    $
    (26,179,054
    )
    
    $
    28,975,457Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (659,835
    )
    
    
    
    
    
    
    
    
    
    
    (659,835
    )Hedge accounting
effect of the interest
rate swaps, net of
deferred income tax
benefit of $5,591
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,853
    )
    
    
    
    
    
    
    (10,853
    )Comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (670,688
    )Restricted
stock vested
    
    
    5,872
    
    
    
    59
    
    
    
    40,282
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,341Share-based
compensation
    
    
    
    
    
    
    
    
    
    
    31,968
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,968Balance at March 31, 2009
    
    
    6,771,662
    
    
    $
    67,717
    
    
    $
    23,074,722
    
    
    $
    32,517,523
    
    
    $
    (1,103,830
    )
    
    $
    (26,179,054
    )
    
    $
    28,377,078
   5




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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 (Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (659,835
    )
    
    $
    864,153Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    924,434
    
    
    
    900,798Deferred income taxes
    
    
    
    
    
    
    (12,130
    )Ineffectiveness of swap
    
    
    (10,352
    )
    
    
    41,201Share based
compensation and vested restricted stock
    
    
    72,309
    
    
    
    67,464Loss on translation of foreign currency financial statements
    
    
    64,609
    
    
    
    33,277Change in operating assets and liabilities:Accounts receivable
    
    
    3,573,791
    
    
    
    (3,540,985
    )Inventories
    
    
    522,062
    
    
    
    61,145Prepaid and other assets
    
    
    (1,063,931
    )
    
    
    (100,322
    )Accounts payable
    
    
    (1,766,771
    )
    
    
    (2,184,333
    )Accrued and other liabilities
    
    
    (1,139,151
    )
    
    
    769,359Postretirement benefits liability
    
    
    211,895
    
    
    
    359,788Net cash provided by (used in) operating activities
    
    
    729,060
    
    
    
    (2,740,585
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (4,579,969
    )
    
    
    (213,354
    )Net cash used in investing activities
    
    
    (4,579,969
    )
    
    
    (213,354
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    
    
    
    
    15,865Financing cost for new credit agreement
    
    
    (158,995
    )
    
    
    Borrowings on construction loan
    
    
    3,878,663
    
    
    
    Gross borrowing on line of credit
    
    
    14,360,842
    
    
    
    Gross repayments on line of credit
    
    
    (13,758,172
    )
    
    
    Net borrowing on line of credit
    
    
    
    
    
    
    3,965,481Payments of principal on secured note payable
    
    
    (321,429
    )
    
    
    (321,429
    )Payment of principal on industrial revenue bond
    
    
    (150,000
    )
    
    
    (140,000
    )Net cash provided by financing activities
    
    
    3,850,909
    
    
    
    3,519,917Net increase in cash and cash equivalents
    
    
    
    
    
    
    565,978Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    565,978Cash paid for:Interest
    
    $
    161,377
    
    
    $
    195,149Income taxes
    
    $
    224,000
    
    
    $
    160,476Non Cash:Fixed asset purchases in accounts payable
    
    $
    81,909
    
    
    $
    143,921
   6




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Core Molding Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
   2. Net (Loss) Income per Common Share
   Three Months EndedMarch 31,2009
    
    
    2008Net (loss) income
    
    $
    (659,835
    )
    
    $
    864,153Weighted average common shares outstanding
    
    
    6,768,726
    
    
    
    6,731,268Plus: dilutive options assumed exercised
    
    
    
    
    
    
    582,600Less: shares assumed repurchased with proceeds from
exercise
    
    
    
    
    
    
    (297,484
    )Plus: dilutive effect of nonvested restricted stock grants
    
    
    
    
    
    
    20,840Weighted average common and potentially issuable
common shares outstanding
    
    
    6,768,726
    
    
    
    7,037,224Basic net (loss) income per common share
    
    $
    (0.10
    )
    
    $
    0.13Diluted net (loss) income per common share
    
    $
    (0.10
    )
    
    $
    0.12
   7




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##### Table of Contents



3. Sales
  Three Months EndedMarch 31,2009
    
    
    2008Navistar product sales
    
    $
    10,057,223
    
    
    $
    13,474,970Navistar tooling sales
    
    
    302,795
    
    
    
    2,756,950Total Navistar sales
    
    
    10,360,018
    
    
    
    16,231,920PACCAR product sales
    
    
    4,191,729
    
    
    
    7,405,632PACCAR tooling sales
    
    
    11,600
    
    
    
    94,450Total PACCAR sales
    
    
    4,203,329
    
    
    
    7,500,082Other product sales
    
    
    3,581,328
    
    
    
    5,102,610Other tooling sales
    
    
    239,442
    
    
    
    250,825Total other sales
    
    
    3,820,770
    
    
    
    5,353,435Total product sales
    
    
    17,830,280
    
    
    
    25,983,212Total tooling sales
    
    
    553,837
    
    
    
    3,102,225Total sales
    
    $
    18,384,117
    
    
    $
    29,085,437
 4. Comprehensive (Loss) Income
  Three Months EndedMarch 31,2009
    
    
    2008Net (loss) income
    
    $
    (659,835
    )
    
    $
    864,153Hedge accounting effect of interest rate swaps,
net of deferred income tax benefit of $5,591
and $36,044 for the three months ended March
31, 2009 and 2008 respectively.
    
    
    (10,853
    )
    
    
    (69,968
    )Amortization of unrecognized loss on post
retirement benefit, net of tax expense of
$11,361 for the three months ended March 31,
2008.
    
    
    
    
    
    
    20,639Comprehensive (loss) income
    
    $
    (670,688
    )
    
    $
    814,824
  8




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##### Table of Contents



5. Postretirement Benefits
  Three Months EndedMarch 31,2009
    
    
    2008Pension expense:Defined contribution plan
contributions
    
    $
    103,000
    
    
    $
    127,000Multi-employer plan
contributions
    
    
    108,000
    
    
    
    133,000Total pension expense
    
    
    211,000
    
    
    
    260,000Health and life insurance:Service cost
    
    
    152,000
    
    
    
    159,000Interest cost
    
    
    237,000
    
    
    
    262,000Amortization of net loss
    
    
    
    
    
    
    32,000Net periodic benefit cost
    
    
    389,000
    
    
    
    453,000Total postretirement benefits expense
    
    $
    600,000
    
    
    $
    713,000
  6. Debt
 Credit Agreement; Amendment
   Bank Covenants
   9




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Interest Rate Swaps
    Line of Credit
   10




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##### Table of Contents



7. Income Taxes
    8. Stock Based Compensation
  Stock Options
  Number
    
    
    WeightedOf
    
    
    AverageShares
    
    
    Exercise PriceOutstanding at December 31, 2008
    
    
    570,225
    
    
    $
    3.30Exercised
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2009
    
    
    570,225
    
    
    $
    3.30Exercisable at March 31, 2009
    
    
    489,395
    
    
    $
    3.29
  WeightedNumber
    
    
    AverageOf
    
    
    ExerciseShares
    
    
    PriceUnvested at December 31, 2008
    
    
    88,830
    
    
    
    3.37Granted
    
    
    
    
    
    
    Vested
    
    
    (8,000
    )
    
    
    3.28Forfeited
    
    
    
    
    
    
    Unvested at March 31, 2009
    
    
    80,830
    
    
    $
    3.38
  11




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Restricted Stock
   WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested balance at December 31, 2008
    
    
    85,106
    
    
    $
    7.01Granted
    
    
    
    
    
    
    Vested
    
    
    (5,872
    )
    
    
    6.87Forfeited
    
    
    
    
    
    
    Unvested balance at March 31, 2009
    
    
    79,234
    
    
    $
    7.03
  9. Fair Value of Financial Instruments
    
    
    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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(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    March 31, 2009LiabilitiesInterest rate swaps
    
    $
    
    
    
    $
    508,473
    
    
    $
    
    
    
    $
    508,473Total
    
    $
    
    
    
    $
    508,473
    
    
    $
    
    
    
    $
    508,473
 (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    December 31, 2008LiabilitiesInterest rate swaps
    
    $
    
    
    
    $
    502,381
    
    
    $
    
    
    
    $
    502,381Total
    
    $
    
    
    
    $
    502,381
    
    
    $
    
    
    
    $
    502,381
    Liability DerivativesMarch 31,
    
    
    December 31,2009
    
    
    2008Balance Sheet Location
    
    Fair Value
    
    
    Fair ValueDerivatives designated as hedging instruments under SFAS No. 133Interest rate risk activities
    
    Interest rate swap
    
    $
    362,789
    
    
    $
    502,381Total derivatives designated as hedging instruments under SFAS No. 133
    
    
    
    $
    362,789
    
    
    $
    502,381Derivatives not designated as hedging instruments under SFAS No. 133Interest rate risk activities
    
    Interest rate swap
    
    $
    145,684
    
    
    $
    Total derivatives not designated as hedging instruments under SFAS
No. 133
    
    
    
    $
    145,684
    
    
    $
    Total Derivatives
    
    
    
    $
    508,473
    
    
    $
    502,381
  Derivatives in Cash Flow Hedging Relationships
 Amount of (Gain) Loss
    
    
    
    
    Amount of (Gain) LossRecognized in OCI on
    
    
    
    
    Reclassified from AOCIDerivative (Effective
    
    
    Location of (Gain) Loss
    
    into Expense (EffectiveDerivatives in SFAS No. 133
    
    Portion)
    
    
    Reclassified from AOCI
    
    Portion)Cash Flow Hedging
    
    March 31,
    
    
    March 31,
    
    
    into Income (Effective
    
    March 31,
    
    
    March 31,Relationships
    
    2009
    
    
    2008
    
    
    Portion)
    
    2009
    
    
    2008Interest rate risk activities
    
    
    6,092
    
    
    
    147,202
    
    
    Interest expense, net
    
    $
    55,050
    
    
    
    14,629Total
    
    $
    6,092
    
    
    $
    147,202
    
    
    
    
    $
    55,050
    
    
    
    14,629
  13




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Amount of (Gain) Loss RecognizedLocation of (Gain) Loss
    
    
    in Income of DerivativeRecognized in Income on
    
    
    (Ineffective Portion and AmountDerivative (Ineffective Portion
    
    
    Excluded from EffectivenessDerivatives in SFAS No. 133 Cash Flow
    
    and Amount Excluded from
    
    
    Testing)Hedging Relationships
    

Effectiveness Testing)
    
    
    March 31, 2009
    
    
    March 31, 2008Interest rate risk activities
    
    Interest expense
    
    
    (10,352
    )
    
    
    41,201Total
    
    
    
    
    
    $
    (10,352
    )
    
    $
    41,201
  10. Recent Accounting Pronouncements
     14




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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 report: business conditions in the plastics,
transportation, watercraft and commercial product industries; federal and state regulations
(including engine emission regulations); general economic conditions in the countries in which Core
Molding Technologies operates; dependence upon two major customers as the primary source of Core
Molding Technologies sales revenues; recent efforts of Core Molding Technologies to expand its
customer base; failure of Core Molding Technologies suppliers to perform their contractual
obligations; the availability of raw materials; inflationary pressures; new technologies;
competitive and regulatory matters; labor relations; the loss or inability of Core Molding
Technologies to attract and retain key personnel; changes to federal, state and local environmental
laws and regulations; the availability of capital; the ability of Core Molding Technologies to
provide on-time delivery to customers, which may require additional shipping expenses to ensure
on-time delivery or otherwise result in late fees; risk of cancellation or rescheduling of orders;
inefficiencies related to the transfer and start up of Core Molding Technologies new Matamoros
production facility; 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 2008 Annual Report to Shareholders on Form
10-K.
 OVERVIEW
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RESULTS OF OPERATIONS
 Three Months Ended March 31, 2009, As Compared To Three Months Ended March 31, 2008
         16




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Liquidity and Capital Resources
         17




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Recent Accounting Pronouncements
     18




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Critical Accounting Policies and Estimates
   Accounts receivable allowances:
 Inventories:
 Goodwill and Long-Lived Assets:
 Self-Insurance:
 Post retirement benefits:
  19




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Revenue Recognition:
 Income taxes:
  20




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Part I  Financial Information
 
 Item 3
 Quantitative and Qualitative Disclosures About Market Risk
       21




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Part I  Financial Information
 
 Item 4T
 Controls and Procedures
    22




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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
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SIGNATURES
  CORE MOLDING TECHNOLOGIES, INC.Date:      May 14, 2009
    By:
    /s/ Kevin L. BarnettKevin L. BarnettPresident, Chief Executive Officer, and
DirectorDate:      May 14, 2009
    By:
    /s/ Herman F. Dick, Jr.Herman F. Dick, Jr.Vice President, Secretary, Treasurer and Chief Financial Officer  24




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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
  25




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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,
200711
    
    
    Computation of Net Income per Share
    
    Exhibit 11 omitted
because the
required
information is
Included in Notes
to Financial
Statement
  26




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Exhibit No.
    
    Description
    
    Location31
    (a)
    
    Section 302 Certification by Kevin L.
Barnett, President, Chief Executive Officer,
and Director
    
    Filed Herein31
    (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 May 14, 2009,
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 May 14, 2009,
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.  27