<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
--------------
OR
[ ] 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 MATERIALS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1481870
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
800 Manor Park Drive, P.O. Box 28183
Columbus, Ohio 43228-0183
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (614) 870-5000
--------------
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] NO [ ]
As of March 31, 1998, the latest practicable date, 9,612,580 shares of
the registrant's common shares were issued and outstanding.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1
CORE MATERIALS CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
---------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash $ 515,775 $ 100,356
Mortgage-back security investment 2,972,501
3,217,349
Accounts receivable (less allowance for doubtful accounts:
March 31, 1998 - $105,000; December 31, 1997 - $133,000 16,158,253 14,306,101
Inventories:
Work in process 1,546,842 1,163,611
Stores 1,804,046 2,143,108
----------- -----------
Total inventories 3,350,888 3,306,719
Deferred tax asset
455,002 455,002
Prepaid expenses and other current assets
474,823 307,059
----------- -----------
Total current assets 23,927,242 21,692,586
Property, plant and equipment 37,959,909
34,971,001
Accumulated depreciation (10,730,510) (10,293,834)
----------- -----------
Property, plant and equipment - net 27,229,399 24,677,167
Deferred tax asset - net 10,627,974 11,170,190
----------- -----------
TOTAL $61,784,615 $57,539,943
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable $ 9,436,015 $ 8,140,802
Notes payable -- Banks 6,519,470 3,997,120
Accrued liabilities:
Compensation and related benefits 1,916,199 2,066,488
Interest 396,985 1,149,061
Other accrued liabilities 1,847,587 1,776,856
----------- -----------
Total current liabilities 20,116,256 17,130,327
Secured note payable 18,821,841 18,821,841
Deferred long-term gain 2,944,241 3,018,331
Postretirement benefits liability 2,669,455 2,474,367
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock - $0.01 par value, authorized shares - 20,000,000; 96,126 96,133
Outstanding shares: March 31 - 9,612,580
Outstanding shares: December 31 - 9,613,281
Paid-in capital 16,064,835 16,049,861
Retained earnings (deficit) 1,071,861 (50,917)
----------- -----------
Total stockholders' equity 17,232,822 16,095,077
----------- -----------
TOTAL $61,784,615 $57,539,943
=========== ===========
</TABLE>
See notes to financial statements.
2
<PAGE> 3
CORE MATERIALS CORPORATION
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-----------------------------------------
1998 1997
---------------- -----------------
<S> <C> <C>
NET SALES:
Navistar $16,101,584 $10,460,156
Yamaha 4,120,053 5,209,844
Other 367,169 703,035
----------- -----------
Total Sales 20,588,806 16,373,035
----------- -----------
Cost of Sales 16,146,549 12,700,902
Postretirement benefits expense 233,763 235,523
----------- -----------
Total cost of sales 16,380,312 12,936,425
----------- -----------
GROSS MARGIN 4,208,494 3,436,610
----------- -----------
Selling, general and administrative expense 1,963,346 1,794,447
Postretirement benefits expense 34,294 70,322
----------- -----------
Total selling, general and administrative expense 1,997,640 1,864,769
Other income (expense) (318) -
----------- -----------
INCOME BEFORE INTEREST AND TAXES 2,210,536 1,571,841
Interest income
61,222 59,117
Interest expense
(368,744) (606,701)
----------- -----------
INCOME BEFORE INCOME TAXES 1,903,014 1,024,257
Income taxes:
Current 238,020 101,359
Deferred 542,216 318,586
----------- -----------
Total income taxes 780,236 419,945
----------- -----------
NET INCOME $ 1,122,778 $ 604,312
=========== ===========
NET INCOME PER COMMON SHARE:
Basic $ 0.12 $ 0.06
=========== ===========
Diluted $ 0.11 $ 0.06
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 9,612,930 9,494,683
=========== ===========
Diluted 10,032,816 9,605,651
=========== ===========
</TABLE>
See notes to financial statements
3
<PAGE> 4
CORE MATERIALS CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
TOTAL
COMMON STOCK OUTSTANDING PAID-IN RETAINED SHAREHOLDERS
SHARES AMOUNT CAPITAL EARNINGS EQUITY
----------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 9,613,281 $96,133 $16,049,861 $ (50,917) $16,095,077
Net Income 1,122,778 1,122,778
Amortization of deferred
stock compensation 14,967 14,967
Other
(701) (7) 7 0 0
--------- ------- ----------- ---------- -----------
BALANCE AT MARCH 31, 1998 9,612,580 $96,126 $16,064,835 $1,071,861 $17,232,822
========= ======= =========== ========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
CORE MATERIALS CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $1 ,122,778 $ 604,312
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 438,442 583,107
Deferred income taxes 542,216 318,586
Loss on disposal of assets 318 -
Amortization of gain on sale/leaseback transaction (74,090) -
Compensation expense on stock awards 14,967 5,253
Change in operating assets and liabilities:
Increase in accounts receivable (1,852,152) (7,854,027)
(Increase)/decrease in inventories (44,169) 370,299
(Increase)/decrease in prepaid and other assets (167,764) 44,469
Increase in accounts payable 1,295,213 5,062,616
Increase/(decrease) in accrued and other liabilities (831,634) 1,406,755
Increase in postretirement benefits liability 195,088 239,101
----------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 639,213 780,471
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,990,992) (195,254)
Payments on mortgage-backed security investment 244,848 47,349
----------- ----------
NET CASH USED BY INVESTING ACTIVITIES (2,746,144) (147,905)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line-of-credit 2,522,350 -
----------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,522,350 -
----------- ----------
NET INCREASE IN CASH 415,419 632,566
CASH AT BEGINNING OF PERIOD 100,356 590,212
----------- ----------
CASH AT END OF PERIOD $ 515,775 $1,222,778
=========== ==========
CASH PAID FOR:
Interest $1, 120,819 $ 16,421
=========== ==========
Income Taxes $ 228,000 -
=========== ==========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
CORE MATERIALS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10Q and include all of the information
and disclosures required by generally accepted accounting principles for interim
reporting, which are less than those required for annual reporting. In the
opinion of management, the accompanying unaudited financial statements contain
all adjustments (all of which are normal and recurring in nature) necessary to
present fairly the financial position of Core Materials Corporation ("Core
Materials") at March 31, 1998, and the results of operations and cash flows. The
"Notes to Financial Statements" which are contained in the 1997 Annual Report to
shareholders should be read in conjunction with these Financial Statements.
Certain reclassifications have been made to prior year's amounts to conform with
the classifications of such amounts for 1998.
Core Materials Corporation ("Core Materials") was formed on October 8,
1996 by RYMAC Mortgage Investment Corporation ("RYMAC"), as a wholly owned
subsidiary, for the purpose of acquiring substantially all of the assets and
assuming certain of the liabilities of Columbus Plastics Operation ("Columbus
Plastics"), an operating unit of Navistar International Transportation Corp.
("Navistar").
On December 31, 1996, RYMAC merged into its wholly owned subsidiary,
Core Materials, by converting each outstanding common share of RYMAC into the
right to receive one common share of Core Materials, with Core Materials as the
surviving corporation and continuing registrant. Simultaneously, on December 31,
1996, Core Materials purchased substantially all of the assets and assumed
certain liabilities of Columbus Plastics (the "Acquisition").
Core Materials produces compression Sheet Molding Composite ("SMC")
fiberglass reinforced plastic parts. Core Materials has two principal customers,
Navistar and Yamaha Motor Manufacturing Corporation ("Yamaha").
2. COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income". Comprehensive income is a
measurement of all changes in stockholders' equity that result from transactions
and other economic events other than transactions with stockholders. The Company
does not have any items of comprehensive income other than net income;
therefore, total comprehensive income amounted to $1,122,778 and $604,312 for
March 31, 1998 and 1997, respectively.
3. NEW ACCOUNTING STANDARDS
In February 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This statement revises
standards for disclosures about pension and other postretirement benefit plans
which will require adoption no later than December 31, 1998. This standard
expands or modifies disclosure and, accordingly, will have no impact on the
Company's reported financial position, results of operations and cash flows.
6
<PAGE> 7
4. EARNINGS PER COMMON SHARE
The Company presents earnings per common share in accordance with SFAS
No. 128, "Earnings per Share." Under SFAS No. 128, basic earnings per common
share are computed based on the weighted average number of common shares
outstanding during the period. Diluted earnings per common share are computed
similarly but includes the effect of the exercise of stock options under the
treasury stock method. In calculating net income per share for the three months
ended March 31, 1998, weighted average shares increased for the computation of
diluted income per share by 419,886 due to the effect of stock options, which
reduced net income per share by $0.01 In calculating net income per share for
the three months ended March 31, 1997, weighted average shares increased for the
computation of diluted income per share by 110,968 due to the effect of stock
options, which had no appreciable effect on net income per share.
7
<PAGE> 8
PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Certain statements under this caption, constitute "forward-looking
statements" which involve certain risks and uncertainties. Core Materials'
actual results may differ significantly from those discussed in the
forward-looking statements. Factors that may cause such a difference include,
but are not limited to: business conditions in the plastics, transportation,
recreation and consumer products industries, the general economy, competitive
factors, the dependence on two major customers, new technologies, the year 2000
systems issue, start-up of the Company's South Carolina facility, regulatory
requirements, labor relations, the loss or inability to attract key personnel,
construction delays, the availability of capital and management's decisions to
pursue new products or businesses which involve additional cost risks or capital
expenditures.
OVERVIEW
On December 31, 1996, Core Materials acquired all of the assets and
assumed certain liabilities of Columbus Plastics, a wholly owned operating unit
of Navistar's truck manufacturing division since its formation in late 1980.
Based on the terms of the acquisition, the transaction for financial reporting
and accounting purposes has been accounted for as a reverse acquisition whereby
Columbus Plastics is deemed to have acquired Core Materials. However, Core
Materials is the continuing legal entity.
Core Materials manufactures high quality compression SMC fiberglass
reinforced parts. Core Materials has two major customers, Navistar and Yamaha.
The demand for Core Materials' products is affected by the volume of purchases
from these two customers, whose orders are primarily affected by economic
conditions in the United States and Canada. Core Materials' manufacturing
operations have a significant fixed cost component. Accordingly, during periods
of changing demands, the profitability of Core Materials' operations will change
proportionately more than revenues from operations.
At the time of the acquisition of Columbus Plastics, Navistar and
Core Materials entered into a Comprehensive Supply Agreement with an initial
term of five years. Under the terms of the Comprehensive Supply Agreement,
Navistar agreed to purchase from Core Materials, and Core Materials agreed to
sell to Navistar at negotiated prices, which approximate fair value, all of
Navistar's original equipment and service requirements for fiberglass reinforced
parts using the SMC process for components then being manufactured by Core
Materials and detailed in the Comprehensive Supply Agreement.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THREE MONTHS ENDED
MARCH 31, 1997
Net sales for the three months ended March 31, 1998, totaled $20,589,000 up
26% from the $16,373,000 reported for the three months ended March 31, 1997.
Sales to Navistar increased 54% to $16,102,000 from $10,460,000 for the three
months ended March 31, 1997. The increase in sales to Navistar was the result of
an increase in Navistar's sales of medium and heavy trucks. Sales to Yamaha
decreased for the three months ended March 31, 1998 by 21% to $4,120,000
compared with $5,210,000 for the three months ended March 31, 1997. The decrease
in sales to Yamaha is primarily due to Yamaha's production slowdown as a result
of the maturing of the personal watercraft market.
8
<PAGE> 9
"Other" sales for the three months ended March 31, 1998, decreased 48% to
$367,000 from $703,000 for the three months ended March 31, 1997. The reduction
in sales was primarily the result of reduced sales to General Motors for
electric car components and some reduction in the sales of sheet molding
composite to SMC molding companies.
Gross margin was 20% of sales for the three months ended March 31, 1998
compared with 21% for the three months ended March 31, 1997. The decreased gross
margin as a percent of sales, 21% to 20%, is primarily due to the increase in
lease expenses on production equipment. In December 1997, Core Materials entered
into a sale-leaseback arrangement with a financial institution. Equipment
consisting primarily of SMC presses with a book value of $8,619,000 was sold for
$12,000,000 and leased back under a 10 year lease agreement. The proceeds from
this transaction were used to reduce a portion of the principal on the Secured
Note payable due to Navistar.
Selling, general and administrative expenses (SG&A) totaled $1,998,000 for
the three months ended March 31, 1998 increasing from $1,865,000 for the three
months ended March 31, 1997. The increase over the 1997 amounts is primarily due
to the addition of a second plant in Gaffney, South Carolina. This second plant
provides additional capacity to support the production requirements of current
customers and opportunity for growth. The Gaffney plant began molding and
assembly operations in early 1998.
Interest income for the three months ended March 31, 1998 totaled $61,000
increasing slightly from the $59,000 for the three months ended March 31, 1997.
Interest expense totaled $369,000 for the three months ended March 31, 1998
decreasing from $607,000 for the three months ended March 31, 1997. The decrease
in interest expense from 1997 is the result of a $213,000 reduction in interest
on the Secured Note payable to Navistar, resulting from the principal pay down
discussed above and a $125,000 increase in interest capitalized related to
capital projects under construction partially offset by a $100,000 increase in
interest on the revolving line of credit.
Income taxes for the three months ended March 31, 1998 are estimated to be
approximately 41% of total earnings before taxes. Actual tax payments will be
substantially lower than the recorded expenses as Core Materials has substantial
federal tax loss carryforwards. These loss carryforwards were recorded as a
deferred tax asset, partially offset by a valuation reserve at December 31, 1996
as a part of the purchase accounting adjustments. As the tax loss carryforwards
are utilized to offset federal income tax payments, Core Materials reduces the
deferred tax asset as opposed to recording a reduction in income tax expense.
Actual cash payments related to the three months ended March 31, 1998 are
estimated to be approximately $238,000 which reflects federal alternative
minimum, state and local taxes.
Net income for the three months ended March 31, 1998 was $1,123,000 or $.12
per basic and $.11 per diluted share, an increase of $519,000 or 86% over the
net income for the three months ended March 31, 1997 of $604,000 or $.06 per
basic and diluted share. The increase in net income was primarily the result of
increased sales as detailed above.
LIQUIDITY AND CAPITAL RESOURCES
Net working capital at March 31, 1998 decreased $751,000 from the working
capital at December 31, 1997. The primary reason for the decrease in working
capital is the increase in short term notes of $2,522,000, representing
borrowings on the Company's revolving line of credit which has been used as an
interim financing resource to fund the construction of the Company's new
facility in South Carolina and certain other capital projects. Accounts
receivable increased by $1,852,000 and accounts payable increased by $1,295,000
from the December 31, 1997 levels. The primary cause for both the receivables
and payables increase is the increase in sales volume for the first quarter of
1998. The reduction in interest payable of $752,000 is primarily the result of
interest paid to Navistar in January 1998, for interest accrued
9
<PAGE> 10
through the last half of 1997 on the Secured Note payable. Property additions of
$2,989,000 primarily relate to the acquisition of equipment for the Gaffney,
South Carolina facility.
In the fourth quarter of 1997, Core Materials entered into a comprehensive
financing arrangement with a financial institution. Under this arrangement, the
financing institution committed to provide Core Materials the following credit
facilities: 1.) a $7,500,000 variable rate revolving line of credit; 2.) a
$12,000,000 sale-leaseback arrangement on certain machinery and equipment; 3.) a
$7,500,000 letter of credit to support the issuance of an Industrial Revenue
Bond and 4.) $5,500,000 for equipment leases.
In December 1997, Core Materials closed on the line of credit which is being
used for working capital purposes and to temporarily fund capital expenditures
related to the Company's South Carolina expansion. Also in December, the Company
entered into the sale-leaseback agreement, the proceeds of which were used to
pay down the Secured Note payable to Navistar.
The Industrial Revenue Bond and equipment leases will be used to provide
permanent financing for Core Materials' new facility and equipment in South
Carolina. The Company expects to close on these facilities in the second quarter
of 1998, the proceeds of which will primarily be used to pay down existing debt
under the revolver and Secured Note.
Management believes that internally generated funds from operations, along
with the current and future financings discussed above, will be sufficient to
fund anticipated capital requirements.
YEAR 2000 MATTERS
Core Materials has identified all significant applications that will
require modification to ensure Year 2000 compliance. Internal and external
resources are being used to make the required modifications and test Year 2000
compliance. The Company plans to complete the modifications and testing process
of all significant applications by May 1999, which is prior to any anticipated
impact on its operating systems.
The date on which Core Materials believes it will complete the Year
2000 modifications is based on management's best estimates, which were derived
utilizing numerous assumptions of future events, including the continued
availability of certain resources, third-party modification plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties.
In addition, Core Materials will communicate with others with whom it
does significant business to determine its Year 2000 compliance readiness and
the extent to which the Company is vulnerable to any third-party Year 2000
issues. However, there can be no guarantee that the systems of other companies
on which the Company's systems rely will be timely converted, or that a failure
to convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse affect on the Company.
10
<PAGE> 11
MANAGEMENT'S OUTLOOK
The Company will continue to focus significant efforts on serving its
current customers and obtaining new business for both its Ohio and South
Carolina operations. Recently, these efforts have resulted in a new relationship
with Case Corporation ("Case"), a leading manufacturer of agricultural
equipment. In April 1998, Core Materials began manufacturing SMC tractor roof
assemblies for Case's Racine, Wisconsin facility. Core Materials expects to
expand this relationship to other Case products.
The addition of Case, along with the previously announced addition of
residential door products for Caradon Doors and Windows Inc.'s, Peachtree
division, represent important steps towards Core Material's objective of
obtaining new customers and diversifying its product base.
Core Materials' management is pleased with the results of the first
quarter. For the balance of the year, management anticipates that the Company's
year over year results will be less favorable than achieved in the first
quarter. This is primarily due to the effects of normal seasonality and
cyclicality experienced in sales to Navistar and Yamaha along with the
additional costs expected to be incurred from the start up of the Company's new
facility in South Carolina.
11
<PAGE> 12
PART I - FINANCIAL INFORMATION
Item 3
Quantitative and Qualitative Disclosures About Market Risk
The disclosures required under this Part I, Item 3 are omitted pursuant to
the General Instructions to Item 305 at Regulation S-K, because this Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1998, does not
contain financial statements for fiscal years ended after June 15, 1998.
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No submission of matters to a vote of security holders
occurred for the three months ended March 31, 1998.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
See Index to Exhibits
REPORTS ON FORM 8-K:
None
12
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORE MATERIALS CORPORATION
Date: May 14, 1998 By: ________________________________
------------ Kenneth M. Schmell
General Manager and
Acting Chief Executive Officer
Date: May 14, 1998 By: ________________________________
------------ Kevin L. Barnett
Vice President, Treasurer and
Chief Financial Officer
13
<PAGE> 15
INDEX TO EXHIBITS
Exhibit No. Description Location
----------- ----------- --------
3(a)(1) Certificates of Incorporation of Incorporated by
Core Materials Corporation reference to Exhibit
as filed with the Secretary of State 4(a) to Registration
of Delaware on October 8, 1996 Statement on Form
S-8, (Registration
No. 333-29203)
3(a)(2) Certificate of Amendment of Incorporated by
Certificate of Incorporation reference to Exhibit
of Core Materials Corporation 4(b) to Registration
as filed with the Secretary of State Statement on Form
of Delaware on November 6, 1996 S-8 (Registration
No. 333-29203)
3(a)(3) Certificate of Incorporation of Core Incorporated by
Materials Corporation, reflecting reference to Exhibit
amendments through November 6, 4(c) to Registration
1996 [for purposes of compliance Statement on Form
with Securities and Exchange S-8 (Registration
Commission filing requirements only] No. 333-29203)
3(b) By-Laws of Core Materials Incorporated by
Corporation reference to Exhibit
3(c) to Registration
Statement on Form
S-4 (Registration
No. 333-15809)
4(a)(1) Certificates of Incorporation of Incorporated by
Core Materials Corporation reference to Exhibit
as filed with the Secretary of State 4(a) to Registration
of Delaware on October 8, 1996 Statement on Form
S-8, (Registration
No. 333-29203)
4(a)(2) Certificate of Amendment of Incorporated by
Certificate of Incorporation reference to Exhibit
of Core Materials Corporation 4(b) to Registration
as filed with the Secretary of State Statement on Form
of Delaware on November 6, 1996 S-8 (Registration
No. 333-29203)
4(a)(3) Certificate of Incorporation of Core Incorporated by
Materials Corporation, reflecting reference to Exhibit
amendments through November 6, 4(c) to Registration
1996 [for purposes of compliance Statement on Form
with Securities and Exchange S-8 (Registration
Commission filing requirements only] No. 333-29203)
<PAGE> 16
4(b) By-Laws of Core Materials Incorporated by
Corporation reference to Exhibit
3(c) to Registration
Statement on Form
S-4 (Registration
No. 333-15809)
11 Computation of Net Income Per Share Exhibit 11 omitted
because required
information is
included in Notes to
Financial Statement.
27 Financial Data Schedule Filed Herein
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AND STATEMENT OF INCOME FOR THE PERIOD ENDED MARCH 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 515,775
<SECURITIES> 2,972,501
<RECEIVABLES> 16,158,253
<ALLOWANCES> 105,000
<INVENTORY> 3,350,888
<CURRENT-ASSETS> 23,927,242
<PP&E> 37,959,909
<DEPRECIATION> 10,730,510
<TOTAL-ASSETS> 61,784,615
<CURRENT-LIABILITIES> 20,116,256
<BONDS> 18,821,841
0
0
<COMMON> 96,126
<OTHER-SE> 17,136,696
<TOTAL-LIABILITY-AND-EQUITY> 61,784,615
<SALES> 20,588,806
<TOTAL-REVENUES> 20,588,806
<CGS> 16,380,312
<TOTAL-COSTS> 16,380,312
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 368,744
<INCOME-PRETAX> 1,903,014
<INCOME-TAX> 780,236
<INCOME-CONTINUING> 1,122,778
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,122,778
<EPS-PRIMARY> .12
<EPS-DILUTED> .11
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AND STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 100,356
<SECURITIES> 3,217,349
<RECEIVABLES> 14,306,101
<ALLOWANCES> 133,000
<INVENTORY> 3,306,719
<CURRENT-ASSETS> 21,692,586
<PP&E> 34,971,001
<DEPRECIATION> 10,293,834
<TOTAL-ASSETS> 57,539,943
<CURRENT-LIABILITIES> 17,130,327
<BONDS> 18,821,841
0
0
<COMMON> 96,133
<OTHER-SE> 15,998,944
<TOTAL-LIABILITY-AND-EQUITY> 57,539,943
<SALES> 64,939,958
<TOTAL-REVENUES> 64,939,958
<CGS> 50,879,328
<TOTAL-COSTS> 50,879,328
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,231,575
<INCOME-PRETAX> 4,656,324
<INCOME-TAX> 1,932,843
<INCOME-CONTINUING> 2,723,481
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,723,481
<EPS-PRIMARY> .29
<EPS-DILUTED> .28
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONPANY'S BALANCE SHEET AND STATEMENT OF INCOME FOR THE PERIOD ENDED SEPTEMBER
30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,281,411
<SECURITIES> 3,226,327
<RECEIVABLES> 11,833,090
<ALLOWANCES> 35,136
<INVENTORY> 3,084,764
<CURRENT-ASSETS> 19,836,967
<PP&E> 48,677,432
<DEPRECIATION> 18,853,910
<TOTAL-ASSETS> 61,188,911
<CURRENT-LIABILITIES> 13,491,506
<BONDS> 29,514,000
0
0
<COMMON> 95,647
<OTHER-SE> 17,282,246
<TOTAL-LIABILITY-AND-EQUITY> 61,188,911
<SALES> 46,712,318
<TOTAL-REVENUES> 46,712,318
<CGS> 36,602,799
<TOTAL-COSTS> 36,602,799
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,755,301
<INCOME-PRETAX> 2,970,350
<INCOME-TAX> 1,217,843
<INCOME-CONTINUING> 1,752,507
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,752,507
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AND STATEMENT OF INCOME FOR THE PERIOD ENDED JUNE 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 691,899
<SECURITIES> 3,236,314
<RECEIVABLES> 10,368,900
<ALLOWANCES> 34,736
<INVENTORY> 2,641,133
<CURRENT-ASSETS> 16,963,143
<PP&E> 44,979,255
<DEPRECIATION> 18,337,717
<TOTAL-ASSETS> 55,344,312
<CURRENT-LIABILITIES> 8,184,534
<BONDS> 0
0
0
<COMMON> 95,653
<OTHER-SE> 16,884,420
<TOTAL-LIABILITY-AND-EQUITY> 55,344,312
<SALES> 33,032,285
<TOTAL-REVENUES> 33,032,285
<CGS> 25,854,782
<TOTAL-COSTS> 25,854,782
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,207,705
<INCOME-PRETAX> 2,322,959
<INCOME-TAX> 952,412
<INCOME-CONTINUING> 1,370,547
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,370,547
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AND STATEMENT OF INCOME FOR THE PERIOD ENDED MARCH 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,222,778
<SECURITIES> 3,247,700
<RECEIVABLES> 9,861,990
<ALLOWANCES> 34,736
<INVENTORY> 2,972,400
<CURRENT-ASSETS> 17,604,840
<PP&E> 42,533,225
<DEPRECIATION> 17,852,595
<TOTAL-ASSETS> 54,421,884
<CURRENT-LIABILITIES> 8,264,344
<BONDS> 29,514,000
0
0
<COMMON> 95,148
<OTHER-SE> 16,065,291
<TOTAL-LIABILITY-AND-EQUITY> 54,421,884
<SALES> 16,373,035
<TOTAL-REVENUES> 16,373,035
<CGS> 12,936,425
<TOTAL-COSTS> 12,936,425
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 606,701
<INCOME-PRETAX> 1,024,257
<INCOME-TAX> 419,945
<INCOME-CONTINUING> 604,312
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 604,312
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
