##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the quarterly period ended March 31, 2011
 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, Columbus, 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.
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(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 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
    
    
    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. (Removed and Reserved)
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    23Index to Exhibits
    
    
    24Ex-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 31,2011
    
    
    December 31,(Unaudited)
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    378,280
    
    
    $
    5,656,865Accounts receivable (less allowance for doubtful
accounts: March
31, 2011  $133,000; December 31, 2010  $118,000)
    
    
    18,973,643
    
    
    
    14,746,138Inventories:Finished goods
    
    
    1,169,516
    
    
    
    1,491,886Work in process
    
    
    1,146,427
    
    
    
    1,125,153Stores
    
    
    7,216,988
    
    
    
    5,791,491Total inventories, net
    
    
    9,532,931
    
    
    
    8,408,530Deferred tax asset-current portion
    
    
    1,390,928
    
    
    
    1,390,928Foreign sales tax receivable
    
    
    1,131,765
    
    
    
    1,001,039Prepaid expenses and other current assets
    
    
    1,102,176
    
    
    
    874,041Total current assets
    
    
    32,509,723
    
    
    
    32,077,541Property, plant and equipment
    
    
    84,027,259
    
    
    
    83,657,334Accumulated depreciation
    
    
    (41,272,568
    )
    
    
    (40,314,403
    )Property, plant and equipment  net
    
    
    42,754,691
    
    
    
    43,342,931Deferred tax asset
    
    
    2,519,457
    
    
    
    2,519,567Goodwill
    
    
    1,097,433
    
    
    
    1,097,433Other assets
    
    
    22,139
    
    
    
    24,793Total Assets
    
    $
    78,903,443
    
    
    $
    79,062,265Liabilities and Stockholders EquityLiabilities:Current liabilities:Current portion of long-term debt
    
    $
    4,059,289
    
    
    $
    4,151,420Accounts payable
    
    
    6,220,682
    
    
    
    6,487,983Tooling in progress
    
    
    250,357
    
    
    
    320,041Current portion of post retirement benefits liability
    
    
    933,000
    
    
    
    933,000Accrued liabilities:Compensation and related benefits
    
    
    3,509,739
    
    
    
    3,678,692Interest payable
    
    
    63,420
    
    
    
    67,971Taxes
    
    
    962,545
    
    
    
    456,351Other
    
    
    910,694
    
    
    
    1,065,727Total current liabilities
    
    
    16,909,726
    
    
    
    17,161,185Long-term debt
    
    
    11,362,854
    
    
    
    13,581,425Interest rate swaps
    
    
    273,394
    
    
    
    350,916Post retirement benefits liability
    
    
    9,927,456
    
    
    
    9,904,000Total Liabilities
    
    
    38,473,430
    
    
    
    40,997,526Commitments and Contingencies
    
    
    
    
    
    
    Stockholders Equity:Preferred stock  $0.01 par value, authorized shares  10,000,000;
Outstanding shares: 0 at March 31, 2011 and December 31, 2010
    
    
    
    
    
    
    Common stock  $0.01 par value, authorized shares  20,000,000;
Outstanding shares: 6,898,545 at March 31, 2011 and
6,880,295 at December 31, 2010
    
    
    68,985
    
    
    
    68,803Paid-in capital
    
    
    23,920,799
    
    
    
    23,790,263Accumulated other comprehensive income, net of income taxes
    
    
    3,178,402
    
    
    
    3,213,197Treasury stock
    
    
    (26,253,478
    )
    
    
    (26,253,478
    )Retained earnings
    
    
    39,515,305
    
    
    
    37,245,954Total Stockholders Equity
    
    
    40,430,013
    
    
    
    38,064,739Total Liabilities and Stockholders Equity
    
    $
    78,903,443
    
    
    $
    79,062,265
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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Net sales:Products
    
    $
    28,974,420
    
    
    $
    19,695,932Tooling
    
    
    14,881
    
    
    
    746,108Total sales
    
    
    28,989,301
    
    
    
    20,442,040Total cost of sales
    
    
    22,397,054
    
    
    
    16,358,116Gross margin
    
    
    6,592,247
    
    
    
    4,083,924Total selling, general and administrative
expense
    
    
    2,923,252
    
    
    
    2,325,936Income before interest and taxes
    
    
    3,668,995
    
    
    
    1,757,988Interest expense
    
    
    181,388
    
    
    
    420,183Income before income taxes
    
    
    3,487,607
    
    
    
    1,337,805Income tax expense
    
    
    1,218,256
    
    
    
    1,474,747Net income (loss)
    
    $
    2,269,351
    
    
    $
    (136,942
    )Net income (loss) per common share:Basic
    
    $
    0.33
    
    
    $
    (0.02
    )Diluted
    
    $
    0.31
    
    
    $
    (0.02
    )Weighted average shares outstanding:Basic
    
    
    6,892,288
    
    
    
    6,799,641Diluted
    
    
    7,240,808
    
    
    
    6,799,641
   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
    
    
    Stock
    
    
    EquityBalance at December 31, 2010
    
    
    6,880,295
    
    
    $
    68,803
    
    
    $
    23,790,263
    
    
    $
    37,245,954
    
    
    $
    3,213,197
    
    
    $
    (26,253,478
    )
    
    $
    38,064,739Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,269,351
    
    
    
    
    
    
    
    
    
    
    
    2,269,351Change in post retirement benefits,
net of tax of $20,655
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,595
    )
    
    
    
    
    
    
    (48,595
    )Change in interest rate swaps,
net of tax of $7,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,800
    
    
    
    
    
    
    
    13,800Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,234,556Common stock issued
    
    
    18,250
    
    
    
    182
    
    
    
    57,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,432Share-based compensation
    
    
    
    
    
    
    
    
    
    
    73,286
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,286Balance at March 31, 2011
    
    
    6,898,545
    
    
    $
    68,985
    
    
    $
    23,920,799
    
    
    $
    39,515,305
    
    
    $
    3,178,402
    
    
    $
    (26,253,478
    )
    
    $
    40,430,013
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Core Molding Technologies, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    2,269,351
    
    
    $
    (136,942
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation and amortization
    
    
    983,587
    
    
    
    989,590Deferred income taxes
    
    
    110
    
    
    
    1,021,501Mark-to-market of interest rate swaps
    
    
    (63,612
    )
    
    
    96,799Share-based compensation
    
    
    73,287
    
    
    
    75,964Gain on translation of foreign currency financial statements
    
    
    (150,853
    )
    
    
    (135,769
    )Change in operating assets and liabilities:Accounts receivable
    
    
    (4,227,505
    )
    
    
    (1,187,253
    )Inventories
    
    
    (1,124,401
    )
    
    
    (3,238,093
    )Prepaid and other assets
    
    
    (381,626
    )
    
    
    (222,076
    )Accounts payable
    
    
    (142,561
    )
    
    
    585,125Accrued and other liabilities
    
    
    107,860
    
    
    
    1,845,299Post retirement benefits liability
    
    
    (25,139
    )
    
    
    302,152Net cash used in operating activities
    
    
    (2,681,502
    )
    
    
    (3,703
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (343,813
    )
    
    
    (753,405
    )Net cash used in investing activities
    
    
    (343,813
    )
    
    
    (753,405
    )Cash flows from financing activities:Payment of principal on Mexican loan
    
    
    (1,600,000
    )
    
    
    Payment of principal on capex loan
    
    
    (428,571
    )
    
    
    (428,571
    )Payment of principal on term loan
    
    
    (107,131
    )
    
    
    (321,429
    )Payment of principal on industrial revenue bond
    
    
    (175,000
    )
    
    
    (165,000
    )Proceeds from issuance of common stock
    
    
    57,432
    
    
    
    Net cash used in financing activities
    
    
    (2,253,270
    )
    
    
    (915,000
    )Net change in cash and cash equivalents
    
    
    (5,278,585
    )
    
    
    (1,672,108
    )Cash and cash equivalents at beginning of period
    
    
    5,656,865
    
    
    
    4,141,838Cash and cash equivalents at end of period
    
    $
    378,280
    
    
    $
    2,469,730Cash paid for:Interest
    
    $
    204,939
    
    
    $
    284,030Income taxes (net of tax refunds)
    
    $
    540,000
    
    
    $
    37,812Non Cash:Fixed asset purchases in accounts payable
    
    $
    77,360
    
    
    $
    56,953
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Core Molding Technologies, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
   2. Net Income (Loss) per Common Share
   Three Months EndedMarch 31,2011
    
    
    2010Net income (loss)
    
    $
    2,269,351
    
    
    $
    (136,942
    )Weighted average common shares
outstanding
    
    
    6,892,288
    
    
    
    6,799,641Effect of dilutive securities:Stock options
    
    
    238,394
    
    
    
    Restricted stock
    
    
    110,126
    
    
    
    Weighted average common and
potentially issuable common
shares outstanding  diluted
    
    
    7,240,808
    
    
    
    6,799,641Basic net income (loss) per common share
    
    $
    0.33
    
    
    $
    (0.02
    )Diluted net income (loss) per common share
    
    $
    0.31
    
    
    $
    (0.02
    )
   7




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3. Sales
  Three Months EndedMarch 31,2011
    
    
    2010Navistar product sales
    
    $
    13,772,891
    
    
    $
    10,896,669Navistar tooling sales
    
    
    
    
    
    
    428,925Total Navistar sales
    
    
    13,772,891
    
    
    
    11,325,594PACCAR product sales
    
    
    9,027,862
    
    
    
    5,787,110PACCAR tooling sales
    
    
    
    
    
    
    245,495Total PACCAR sales
    
    
    9,027,862
    
    
    
    6,032,605Other product sales
    
    
    6,173,667
    
    
    
    3,012,153Other tooling sales
    
    
    14,881
    
    
    
    71,688Total other sales
    
    
    6,188,548
    
    
    
    3,083,841Total product sales
    
    
    28,974,420
    
    
    
    19,695,932Total tooling sales
    
    
    14,881
    
    
    
    746,108Total sales
    
    $
    28,989,301
    
    
    $
    20,442,040
 4. Comprehensive Income (Loss)
  Three Months EndedMarch 31,2011
    
    
    2010Net income (loss)
    
    $
    2,269,351
    
    
    $
    (136,942
    )Change in post retirement benefits, net of tax
benefit of $20,655 and tax expense of $9,960
for the three months ended March 31, 2011
and 2010, respectively
    
    
    (48,595
    )
    
    
    18,809Change in interest rate swaps, net of tax of
$7,109 and $10,503 for the three months ended
March 31, 2011 and 2010, respectively
    
    
    13,800
    
    
    
    20,389Comprehensive income (loss)
    
    $
    2,234,556
    
    
    $
    (97,744
    )
  8




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5. Post Retirement Benefits
  Three Months EndedMarch 31,2011
    
    
    2010Pension expense:Defined contribution plan
contributions
    
    $
    166,000
    
    
    $
    111,000Multi-employer plan
contributions
    
    
    94,000
    
    
    
    122,000Total pension expense
    
    
    260,000
    
    
    
    233,000Health and life insurance:Service cost
    
    
    
    
    
    
    93,000Interest cost
    
    
    133,000
    
    
    
    269,000Amortization of prior service costs
    
    
    (124,000
    )
    
    
    Amortization of net loss
    
    
    55,000
    
    
    
    29,000Net periodic benefit cost
    
    
    64,000
    
    
    
    391,000Total post retirement benefits expense
    
    $
    324,000
    
    
    $
    624,000
    6. Debt
 Credit Agreement
    9




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Revolving Line of Credit
  Bank Covenants
    Interest Rate Swaps
    10




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7. Income Taxes
      8. Stock Based Compensation
   11




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Stock Options
  Number
    
    
    Weightedof
    
    
    AverageOptions
    
    
    Exercise PriceOutstanding at December 31, 2010
    
    
    520,275
    
    
    $
    3.31Exercised
    
    
    (18,250
    )
    
    
    3.15Granted
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2011
    
    
    502,025
    
    
    $
    3.32Exercisable at March 31, 2011
    
    
    476,225
    
    
    $
    3.35
  Number
    
    
    WeightedOf
    
    
    AverageOptions
    
    
    Exercise PriceUnvested at December 31, 2010
    
    
    25,800
    
    
    $
    2.75Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested at March 31, 2011
    
    
    25,800
    
    
    $
    2.75
  Restricted Stock
   WeightedNumber
    
    
    AverageOf
    
    
    Grant DateShares
    
    
    Fair ValueUnvested balance at December 31, 2010
    
    
    203,797
    
    
    $
    3.91Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested balance at March 31, 2011
    
    
    203,797
    
    
    $
    3.91
   12




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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.
   Total Liabilities as of(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    March 31, 2011Interest rate
swap
liabilities
    
    $
    
    
    
    $
    273,394
    
    
    $
    
    
    
    $
    273,394
 Total Liabilities as of(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    December 31, 2010Interest rate
swap
liabilities
    
    $
    
    
    
    $
    350,916
    
    
    $
    
    
    
    $
    350,916
   Balance Sheet
    
    March 31,
    
    
    December 31, 2010Location
    
    2011 Fair Value
    
    
    Fair ValueDerivatives designated as hedging instrumentsInterest rate risk activities
    
    Interest rate swaps
    
    $
    
    
    
    $
    322Derivatives not designated as hedging instrumentsInterest rate risk activities
    
    Interest rate swaps
    
    $
    273,394
    
    
    $
    350,594Total
    
    
    
    $
    273,394
    
    
    $
    350,916
  13




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Derivatives in Cash Flow Hedging Relationships
 Location of Gain(Loss) ReclassifiedDerivatives in Cash
    
    Amount of Gain (Loss)
    
    
    from AOCI into
    
    
    Amount of Gain (Loss)Flow Hedging
    
    Recognized in OCI on
    
    
    Income
    
    
    Reclassified from AOCI intoRelationships
    
    Derivative (Effective Portion)
    
    
    (Effective Portion)
    
    
    Expense (Effective Portion)March 31,
    
    
    March 31,
    
    
    
    
    
    
    March 31,
    
    
    March 31,Three months ended
    
    2011
    
    
    2010
    
    
    
    
    
    
    2011
    
    
    2010Interest rate swaps
    
    $
    322
    
    
    $
    10,304
    
    
    Interest expense, net
    
    
    $
    
    
    
    $
    (10,373
    )
 Derivatives not designated as hedging instruments
 Amount of Realized/Unrealized GainDerivatives Not Designated as
    
    Location of Gain (Loss) Recognized
    
    (Loss) Recognized in Income onHedging Instruments
    
    in Income on Derivative
    
    DerivativesMarch 31,
    
    
    March 31,Three months ended
    
    
    
    2011
    
    
    2010Interest rate swaps
    
    Interest income (expense)
    
    $
    63,613
    
    
    $
    (96,799
    )
   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, social and political environments in the
countries in which Core Molding Technologies operates; safety and security conditions in Mexico;
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; the actions of
competitors, customers, and suppliers; failure of Core Molding Technologies suppliers to perform
their obligations; the availability of raw materials; inflationary pressures; new technologies;
regulatory matters; labor relations; the loss or inability of Core Molding Technologies to attract
and retain key personnel; 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; risks related to the transfer
of production from Core Molding Technologies Columbus facility to its Matamoros 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 2010 Annual Report to Shareholders on Form 10-K.
 Description of the Company
    15




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Overview
    Results of Operations
 Three Months Ended March 31, 2011, As Compared To Three Months Ended March 31, 2010
       16




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Liquidity and Capital Resources
        17




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




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Post retirement benefits:
 Revenue Recognition:
 Income taxes:
  19




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



Part II  Other Information
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
   22




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##### Table of Contents



SIGNATURES
  CORE MOLDING TECHNOLOGIES, INC.Date:      May 13, 2011
    By:
    /s/ Kevin L. BarnettKevin L. BarnettPresident, Chief Executive Officer, and
DirectorDate:      May 13, 2011
    By:
    /s/ Herman F. Dick, Jr.Herman F. Dick, Jr.Vice President, Secretary, Treasurer and
Chief Financial Officer  23




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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 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, 20023
    (a)(4)
    
    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, 2008
  24




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location4
    (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 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)(4)
    
    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
Statement31
    (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, 2011,
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, 2011,
pursuant to 18 U.S.C. Section 1350
    
    Filed Herein
 1
    
    The Asset Purchase Agreement, as filed with the Securities and Exchange Commission at
Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809), omits the exhibits
(including, the Buyer Note, Special Warranty Deed, Supply Agreement, Registration Rights Agreement
and Transition Services Agreement, identified in the Asset Purchase Agreement) and schedules
(including, those identified in Sections 1, 3, 4, 5, 6, 8 and 30 of the Asset Purchase Agreement.
Core Molding Technologies, Inc. will provide any omitted exhibit or schedule to the Securities and
Exchange Commission upon request.  25