##### 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, 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)
  Former name, former address and former fiscal year, if changed since last report.
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  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
    
    
    20Item 4T. Controls and Procedures
    
    
    21Part II  Other Information
    
    
    22Item 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    23Index to Exhibits
    
    
    24Ex-31(a)Ex-31(b)Ex-32(a)Ex-32(b)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
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)AssetsCurrent Assets:Cash
    
    $
    565,978
    
    
    $
Accounts receivable (less allowance for doubtful accounts:March 31, 2008 - $269,000; December 31, 2007 - $334,000)
    
    
    16,010,488
    
    
    
    12,469,502Inventories:Finished and work in process goods
    
    
    3,123,683
    
    
    
    3,333,119Stores
    
    
    5,159,582
    
    
    
    5,011,291Total inventories
    
    
    8,283,265
    
    
    
    8,344,410Deferred tax asset-current portion
    
    
    1,625,781
    
    
    
    1,625,781Foreign sales tax receivable
    
    
    881,848
    
    
    
    959,767Prepaid expenses and other current assets
    
    
    810,568
    
    
    
    632,329Total current assets
    
    
    28,177,928
    
    
    
    24,031,789Property, plant and equipment
    
    
    60,264,185
    
    
    
    59,906,910Accumulated depreciation
    
    
    (30,573,354
    )
    
    
    (29,691,245
    )Property, plant and equipment  net
    
    
    29,690,831
    
    
    
    30,215,665Deferred tax asset
    
    
    6,210,328
    
    
    
    6,173,514Goodwill
    
    
    1,097,433
    
    
    
    1,097,433Customer list / Non-compete
    
    
    74,833
    
    
    
    87,629Other assets
    
    
    83,276
    
    
    
    89,168Total
    
    $
    65,334,629
    
    
    $
    61,695,198Liabilities and Stockholders EquityLiabilities:Current liabilitiesCurrent portion of long-term debt
    
    $
    1,875,716
    
    
    $
    1,865,716Notes payable line of credit
    
    
    6,217,344
    
    
    
    2,251,863Current portion of postretirement benefits liability
    
    
    489,000
    
    
    
    489,000Accounts payable
    
    
    6,530,760
    
    
    
    8,537,895Tooling in progress
    
    
    687,366
    
    
    
    102,419Accrued liabilities:Compensation and related benefits
    
    
    3,523,567
    
    
    
    3,350,867Interest payable
    
    
    96,089
    
    
    
    89,721Taxes
    
    
    245,099
    
    
    
    23,221Other
    
    
    851,259
    
    
    
    1,067,792Total current liabilities
    
    
    20,516,200
    
    
    
    17,778,494Long-term debt
    
    
    5,442,134
    
    
    
    5,913,563Interest rate swap
    
    
    370,778
    
    
    
    223,566Postretirement benefits liability
    
    
    16,280,680
    
    
    
    15,952,891Commitments and ContingenciesStockholders Equity:Preferred stock  $0.01 par value, authorized shares  10,000,000;
Outstanding shares: March 31, 2008 and December 31, 2007 - 0
    
    
    
    
    
    
    Common stock  $0.01 par value, authorized shares - 20,000,000;
Outstanding shares: 6,732,971 at March 31, 2008 and
6,727,871 at December 31, 2007
    
    
    67,330
    
    
    
    67,279Paid-in capital
    
    
    22,697,405
    
    
    
    22,614,127Accumulated other comprehensive loss, net of income tax benefit
    
    
    (2,258,869
    )
    
    
    (2,209,540
    )Treasury stock
    
    
    (26,179,054
    )
    
    
    (26,179,054
    )Retained earnings
    
    
    28,398,025
    
    
    
    27,533,872Total stockholders equity
    
    
    22,724,837
    
    
    
    21,826,684Total
    
    $
    65,334,629
    
    
    $
    61,695,198
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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Income
 (Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Net Sales:Products
    
    $
    25,983,212
    
    
    $
    30,650,936Tooling
    
    
    3,102,225
    
    
    
    578,155Total Sales
    
    
    29,085,437
    
    
    
    31,229,091Cost of sales
    
    
    24,198,838
    
    
    
    25,786,748Postretirement benefits expense
    
    
    570,394
    
    
    
    616,657Total cost of sales
    
    
    24,769,232
    
    
    
    26,403,405Gross margin
    
    
    4,316,205
    
    
    
    4,825,686Selling, general and administrative expense
    
    
    2,671,736
    
    
    
    2,956,219Postretirement benefits expense
    
    
    142,599
    
    
    
    135,364Total selling, general and administrative expense
    
    
    2,814,335
    
    
    
    3,091,583Income before interest and income taxes
    
    
    1,501,870
    
    
    
    1,734,103Interest income
    
    
    
    
    
    
    244,773Interest expense
    
    
    (229,026
    )
    
    
    (136,689
    )Income before income taxes
    
    
    1,272,844
    
    
    
    1,842,187Income tax expense
    
    
    408,691
    
    
    
    629,417Net income
    
    $
    864,153
    
    
    $
    1,212,770Net income per common share:Basic
    
    $
    0.13
    
    
    $
    0.12Diluted
    
    $
    0.12
    
    
    $
    0.11Weighted average common shares outstanding:Basic
    
    
    6,731,268
    
    
    
    10,264,431Diluted
    
    
    7,037,224
    
    
    
    10,596,917
  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
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    864,153
    
    
    
    
    
    
    
    
    
    
    
    864,153Hedge accounting
effect of the interest
rate swaps, net of
deferred income tax
benefit of $36,044
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,968
    )
    
    
    
    
    
    
    (69,968
    )Amortization of
unrecognized net loss
on post retirement
benefit, net of tax
expense of 11,361
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,639
    
    
    
    
    
    
    
    20,639Comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    814,824Common shares issued
from exercise of
stock options
    
    
    5,100
    
    
    
    51
    
    
    
    15,814
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,865Share-based
compensation
    
    
    
    
    
    
    
    
    
    
    67,464
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,464Balance at March 31, 2008
    
    
    6,732,971
    
    
    $
    67,330
    
    
    $
    22,697,405
    
    
    $
    28,398,025
    
    
    $
    (2,258,869
    )
    
    $
    (26,179,054
    )
    
    $
    22,724,837
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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 (Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    864,153
    
    
    $
    1,212,770Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    900,798
    
    
    
    865,591Deferred income taxes
    
    
    (12,130
    )
    
    
    (3,242
    )Ineffectiveness of swap
    
    
    41,201
    
    
    
    (94
    )Share based compensation
    
    
    67,464
    
    
    
    47,317Gain on disposal of assets
    
    
    
    
    
    
    (1,039
    )Loss on translation of foreign currency financial statements
    
    
    33,277
    
    
    
    30,933Change in operating assets and liabilities:Accounts receivable
    
    
    (3,540,985
    )
    
    
    3,125,209Inventories
    
    
    61,145
    
    
    
    (229,370
    )Prepaid and other assets
    
    
    (100,322
    )
    
    
    (62,158
    )Accounts payable
    
    
    (2,184,333
    )
    
    
    1,957,118Accrued and other liabilities
    
    
    769,359
    
    
    
    (2,905,161
    )Postretirement benefits liability
    
    
    359,788
    
    
    
    521,251Net cash (used in) provided by operating activities
    
    
    (2,740,585
    )
    
    
    4,559,125Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (213,354
    )
    
    
    (310,918
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    1,039Net cash used in investing activities
    
    
    (213,354
    )
    
    
    (309,879
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    15,865
    
    
    
    319,732Tax effect from exercise of stock options
    
    
    
    
    
    
    112,217Net borrowing on line of credit
    
    
    3,965,481
    
    
    
    Payments of principal on secured note payable
    
    
    (321,429
    )
    
    
    (321,429
    )Payment of principal on industrial revenue bond
    
    
    (140,000
    )
    
    
    (130,000
    )Net cash provided by (used in) financing activities
    
    
    3,519,917
    
    
    
    (19,480
    )Net increase in cash and cash equivalents
    
    
    565,978
    
    
    
    4,229,766Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    16,096,223Cash and cash equivalents at end of period
    
    $
    565,978
    
    
    $
    20,325,989Cash paid for:Interest
    
    $
    195,149
    
    
    $
    124,464Income taxes (net of tax refunds)
    
    $
    160,476
    
    
    $
    86,227
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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 EndedMarch 31,2008
    
    
    2007Net income
    
    $
    864,153
    
    
    $
    1,212,770Weighted average common shares outstanding
    
    
    6,731,268
    
    
    
    10,264,431Plus: dilutive options assumed exercised
    
    
    582,600
    
    
    
    617,200Less: shares assumed repurchased with proceeds from
exercise
    
    
    (297,484
    )
    
    
    (292,127
    )Plus: dilutive effect of nonvested restricted stock grants
    
    
    20,840
    
    
    
    7,413Weighted average common and potentially issuable
common shares outstanding
    
    
    7,037,224
    
    
    
    10,596,917Basic net income per common share
    
    $
    0.13
    
    
    $
    0.12Diluted net income per common share
    
    $
    0.12
    
    
    $
    0.11
  7




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3. Sales
  Three Months EndedMarch 31,2008
    
    
    2007Navistar product sales
    
    $
    13,474,970
    
    
    $
    12,430,277Navistar tooling sales
    
    
    2,756,950
    
    
    
    273,888Total Navistar sales
    
    
    16,231,920
    
    
    $
    12,704,165PACCAR product sales
    
    
    7,405,632
    
    
    
    7,845,978PACCAR tooling sales
    
    
    94,450
    
    
    
    95,000Total PACCAR sales
    
    
    7,500,082
    
    
    
    7,940,978Other product sales
    
    
    5,102,610
    
    
    
    10,374,681Other tooling sales
    
    
    250,825
    
    
    
    209,267Total other sales
    
    
    5,353,435
    
    
    
    10,583,948Total product sales
    
    
    25,983,212
    
    
    
    30,650,936Total tooling sales
    
    
    3,102,225
    
    
    
    578,155Total sales
    
    $
    29,085,437
    
    
    $
    31,229,091
 4. Comprehensive Income
  Three Months EndedMarch 31,2008
    
    
    2007Net income
    
    $
    864,153
    
    
    $
    1,212,770Hedge accounting effect of interest rate swaps, net of deferred income tax benefit of $36,044 and $9,181 for the three months ending March 31, 2008 and 2007 respectively.
    
    
    (69,968
    )
    
    
    (18,095
    )Amortization of unrecognized loss on post retirement benefit, net of tax expense of $11,361
    
    
    20,639
    
    
    
    Comprehensive income
    
    $
    814,824
    
    
    $
    1,194,675
 8




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5. Postretirement Benefits
  Three Months EndedMarch 31,2008
    
    
    2007Pension expense:Defined contribution plan
contributions
    
    $
    127,000
    
    
    $
    120,000Multi-employer plan
contributions
    
    
    133,000
    
    
    
    110,000Total pension expense
    
    
    260,000
    
    
    
    230,000Health and life insurance:Service cost
    
    
    159,000
    
    
    
    212,000Interest cost
    
    
    262,000
    
    
    
    229,000Amortization of net loss
    
    
    32,000
    
    
    
    80,000Net periodic benefit cost
    
    
    453,000
    
    
    
    521,000Total postretirement benefits expense
    
    $
    713,000
    
    
    $
    751,000
  6. Debt
 Interest Rate Swaps
   9




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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
    
    
    (5,100
    )
    
    
    3.11Granted
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2008
    
    
    615,600
    
    
    $
    3.33Exercisable at March 31, 2008
    
    
    464,250
    
    
    $
    3.29
 10




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WeightedNumber
    
    
    AverageOf
    
    
    ExerciseShares
    
    
    PriceUnvested at December 31, 2007
    
    
    162,350
    
    
    $
    3.46Granted
    
    
    
    
    
    
    Vested
    
    
    (11,000
    )
    
    
    3.28Forfeited
    
    
    
    
    
    
    Unvested at March 31, 2008
    
    
    151,350
    
    
    $
    3.47
  Restricted Stock
   WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested balance at December 31, 2007
    
    
    61,416
    
    
    $
    7.02Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested at March, 2008
    
    
    61,416
    
    
    $
    7.02
  9. Common Stock
    11




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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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13




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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 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 two major customers as the
primary source of Core Molding Technologies sales revenues; efforts of Core Molding Technologies
to expand its customer base; failure of Core Molding Technologies suppliers to perform their
contractual obligations; the availability of raw materials; inflationary pressures; new
technologies; competitive and regulatory matters; labor relations; the loss or inability of Core
Molding Technologies to attract and retain key personnel; the availability of capital; the ability
of Core Molding Technologies to provide on-time delivery to customers, which may require additional
shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of cancellation
or rescheduling of orders; 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 2007 Annual Report to Shareholders on Form
10-K.
 OVERVIEW
    14




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Results of Operations
 Three Months Ended March 31, 2008, As Compared To Three Months Ended March 31, 2007
        15




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Liquidity and Capital Resources
       16




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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.
    17




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Critical Accounting Policies and Estimates
   Accounts receivable allowances:
 Inventories:
 Goodwill and Long-Lived Assets:
 Self-Insurance:
 Post retirement benefits:
 18




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Revenue Recognition:
 Income taxes:
 19




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Part I  Financial Information
 
 Item 3
 Quantitative and Qualitative Disclosures About Market Risk
     20




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Part I  Financial Information
 
 Item 4T
 Controls and Procedures
   21




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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
  22




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SIGNATURES
  CORE MOLDING TECHNOLOGIES, INC.Date:      May 13, 2008
    By:
    /s/ Kevin L. BarnettKevin L. BarnettPresident, Chief Executive Officer, and
Director Date:      May 13, 2008
    By:
    /s/ Herman F. Dick, Jr.Herman F. Dick, Jr.Vice President, Secretary, Treasurer and Chief
Financial Officer 23




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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
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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)
    
    Form of Amended and Restated Executive
Severance Agreement between Core Molding
Technologies, Inc. and certain executive
officers
    
    Incorporated by
reference to
Exhibit 10.2 to
Current Report on
Form 8-K dated
January 4, 200810(b)
    
    Form of Amended and Restated Restricted Stock
Agreement between Core Molding Technologies,
Inc. and certain executive officers
    
    Incorporated by
reference to
Exhibit 10.1 to
Current Report on
Form 8-K dated
January 4, 200811
    
    Computation of Net Income per Share
    
    Exhibit 11 omitted
because the
required
information is
Included in Notes
to Financial
Statement
 25




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##### Table of Contents



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 13, 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 May 13, 2008,
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. 26