<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, 2000
-----------------
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 May 1, 2000, the latest practicable date, 9,778,680 shares of the
registrant's common shares were issued and outstanding.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORE MATERIALS CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 335,814 $ 1,128,868
Accounts receivable (less allowance for doubtful accounts:
March 31, 2000 - $461,000; December 31, 1999 - $431,000) 21,012,147 19,714,554
Inventories:
Finished and work in process goods 2,156,558 2,929,515
Stores 2,508,435 2,513,062
------------ ------------
Total inventories 4,664,993 5,442,577
Deferred tax asset 1,069,914 1,069,914
Prepaid expenses and other current assets 438,424 184,127
------------ ------------
Total current assets 27,521,292 27,540,040
Property, plant and equipment 41,023,103 39,667,232
Accumulated depreciation (14,035,139) (13,461,300)
------------ ------------
Property, plant and equipment - net 26,987,964 26,205,932
Deferred tax asset - net 11,540,597 11,890,677
Mortgage-backed security investment 1,902,193 1,909,295
Other assets 425,206 436,539
------------ ------------
TOTAL $ 68,377,252 $ 67,982,483
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities
Current portion long-term debt $ 310,000 $ 305,000
Accounts payable 9,981,786 11,067,668
Accrued liabilities:
Compensation and related benefits 1,940,975 1,355,288
Interest 474,138 892,477
Other accrued liabilities 2,345,638 1,923,143
------------ ------------
Total current liabilities 15,052,537 15,543,576
Long-term debt 26,620,150 26,700,150
Deferred long-term gain 2,802,437 2,915,825
Postretirement benefits liability 4,157,069 3,899,936
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock - $0.01 par value, authorized shares - 20,000,000; 97,787 97,787
Outstanding shares: March 31, 2000 - 9,778,680,
December 31, 1999 - 9,778,680
Paid-in capital 19,251,392 19,251,392
Retained earnings (deficit) 395,880 (426,183)
------------ ------------
Total stockholders' equity 19,745,059 18,922,996
------------ ------------
TOTAL $ 68,377,252 $ 67,982,483
============ ============
</TABLE>
See notes to financial statements.
2
<PAGE> 3
CORE MATERIALS CORPORATION
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
---------------------------------
2000 1999
------------ ------------
<S> <C> <C>
NET SALES:
International $ 17,435,970 $ 16,239,024
Yamaha 4,646,399 4,166,748
Other 3,830,287 2,025,943
------------ ------------
Total Sales 25,912,656 22,431,715
------------ ------------
Cost of Sales 21,160,263 17,775,138
Postretirement benefits expense 283,905 255,591
------------ ------------
Total cost of sales 21,444,168 18,030,729
------------ ------------
GROSS MARGIN 4,468,488 4,400,986
------------ ------------
Selling, general and administrative expense 2,621,497 2,052,313
Postretirement benefits expense 54,077 33,861
------------ ------------
Total selling, general and administrative expense 2,675,574 2,086,174
INCOME BEFORE INTEREST AND TAXES 1,792,914 2,314,812
Interest income 51,949 89,275
Interest expense (441,784) (407,697)
------------ ------------
INCOME BEFORE INCOME TAXES 1,403,079 1,996,390
Income taxes:
Current 230,936 328,337
Deferred 350,080 498,170
------------ ------------
Total income taxes 581,016 826,507
------------ ------------
NET INCOME $ 822,063 $ 1,169,883
============ ============
NET INCOME PER COMMON SHARE:
Basic $ 0.08 $ 0.12
============ ============
Diluted $ 0.08 $ 0.12
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 9,778,680 9,778,680
============ ============
Diluted 9,778,680 9,880,682
============ ============
</TABLE>
See notes to financial statements
3
<PAGE> 4
CORE MATERIALS CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
COMMON STOCK OUTSTANDING PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 2000 9,778,680 $ 97,787 $19,251,392 $ (426,183) $18,922,996
Net Income 822,063 822,063
----------- ----------- ----------- ----------- -----------
BALANCE AT MARCH 31, 2000 9,778,680 $ 97,787 $19,251,392 $ 395,880 $19,745,059
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
CORE MATERIALS CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 822,063 $ 1,169,883
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 585,172 498,856
Deferred income taxes 350,080 498,170
Amortization of gain on sale/leaseback transaction (113,388) (113,389)
Change in operating assets and liabilities:
Accounts receivable (1,297,593) (745,308)
Inventories 777,584 (714,696)
Prepaid and other assets (254,297) (244,516)
Accounts payable (1,085,882) 866,994
Accrued and other liabilities 589,843 (305,924)
Postretirement benefits liability 257,133 217,766
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 630,715 1,127,836
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,355,871) (1,240,246)
Proceeds from maturities on mortgage-backed security investment 7,102 410,471
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,348,769) (829,775)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of principal on industrial revenue bond (75,000) (70,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (75,000) (70,000)
----------- -----------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (793,054) 228,061
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,128,868 3,117,085
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 335,814 $ 3,345,146
=========== ===========
CASH PAID/ (REFUNDED) FOR:
Interest (net of amounts capitalized) $ 835,798 $ 720,315
Income Taxes $ (84,666) $ 240,000
</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, 2000, and the results of operations and cash flows. The
"Notes to Financial Statements" which are contained in the 2000 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 2000.
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.
(now known as International Truck and Engine Corporation, "International").
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.
Core Materials operates principally in one business segment as a
compounder and compression molder of Sheet Molding Composites ("SMC") fiberglass
reinforced plastics. Core Materials produces and sells both SMC compound and
molded products for varied markets including the automotive and trucking
industries, recreational vehicles and commercial and industrial products.
2. RESTRICTED CASH
Included in cash at March 31, 2000, is $327,000 which is restricted
pursuant to the terms of the Industrial Revenue Bond which was issued in May,
1998. This restriction will be removed as Core Materials incurs and submits for
reimbursement qualified expenditures related to the project for which the bond
was issued.
3. EARNINGS PER COMMON SHARE
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 include 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, 2000, stock options had no effect on
the weighted average shares for the computation of diluted income per share and
consequently basic and diluted net income per share were the same. In
calculating net income per share for the three months ended March 31, 1999,
weighted average shares increased for the computation of diluted income per
share by 102,002, due to the effect of stock options which had no effect on net
income per share.
6
<PAGE> 7
4. COMMITMENTS AND CONTINGENCIES
At March 31, 2000, Core Materials had remaining outstanding commitments
for the purchase of machinery and equipment of $852,000.
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 of this Annual Report on
Form 10-K 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, the recent
efforts of Core Materials to expand its customer base, new technologies,
regulatory requirements, labor relations, the loss or inability to attract key
personnel, ramp up of the Company's South Carolina facility, 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 International's truck manufacturing division since its formation in late
1980.
Core Materials manufactures high quality compression SMC fiberglass
reinforced parts. The demand for Core Materials' products is 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 may change proportionately more than revenues from operations.
At the time of the acquisition of Columbus Plastics, International and
Core Materials entered into a Comprehensive Supply Agreement with an initial
term of five years. Under the terms of the Comprehensive Supply Agreement, Core
Materials became the primary supplier of International's original equipment and
service requirements for fiberglass reinforced parts using the SMC process.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AS COMPARED TO THREE MONTHS ENDED
MARCH 31, 1999
Net sales for the three months ended March 31, 2000, totaled $25,913,000 up
16% from the $22,432,000 reported for the three months ended March 31, 1999.
Sales to International increased by 7% to $17,436,000 from $16,239,000 for the
three months ended March 31, 1999. The increase in sales to International
related primarily to sales to its Mexican facility and to sales of service
parts. Sales to Yamaha increased for the three months ended March 31, 2000 by
11% to $4,646,000 compared with $4,167,000 for the three months ended March 31,
1999. The increase in sales to Yamaha was primarily a result of an overall
increase in demand from Yamaha for Core Materials' products .
Sales to other customers for the three months ended March 31, 2000,
increased 89% to $3,830,000 from $2,026,000 for the three months ended March 31,
1999. The increase in sales was primarily the result of new customers added
during 1998 and 1999. Sales increases to these customers over the three months
ended March 31, 1999 were as follows: New Holland North America, Inc. -
$1,371,000; Volvo Trucks North America, Inc. - $387,000; and Caradon Doors and
Windows, Peachtree Division - $352,000. These increases were partially offset by
a decrease in sales to Case Corporation of approximately $197,000.
8
<PAGE> 9
Gross margin was 17% of sales for the three months ended March 31, 2000
compared with 20% for the three months ended March 31, 1999. The decline in
gross margin as a percent of sales was primarily due to higher production costs
at the Gaffney, South Carolina facility. The Gaffney facility experienced higher
usage of raw materials, repair and operating supplies.
Selling, general and administrative expenses totaled $2,676,000 for the
three months ended March 31, 2000 increasing from $2,086,000 for the three
months ended March 31, 1999. This increase was primarily due to the addition of
key personnel and associated recruiting costs related to the reorganization and
strengthening of Core Materials' management and salaried workforce. Travel
expenses were also higher to support the various growth and operational
improvement programs.
Interest expense totaled $442,000 increasing from $408,000 in the prior
year. This increase in interest expense from 1999 is primarily the result of an
increase in interest costs on the Secured Note payable to International due to
an increase in the loan agreement in May 1999. The increase in interest expense
was partially offset by an increase in capitalized interest.
Income taxes for the three months ended March 31, 2000 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 allowance. 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, 2000
are estimated to be approximately $231,000 which reflects federal alternative
minimum, state and local taxes.
Net income for the three months ended March 31, 2000 was $822,000 or $.08
per basic and diluted share, representing a decrease of $348,000 over the net
income for the three months ended March 31, 1999 of $1,170,000 or $.12 per basic
and diluted share.
LIQUIDITY AND CAPITAL RESOURCES
Core Materials' primary cash requirements are for operating expenses
and capital expenditures. These cash requirements have historically been met
through a combination of cash flow from operations, equipment leasing, issuance
of Industrial Revenue Bonds and bank lines of credit.
Cash provided by operations for the three months ended March 31, 2000
totaled $631,000. Net income contributed $822,000 with depreciation and
amortization adding another $585,000. Deferred income taxes of $350,000,
primarily related to Core Materials' approximately $21,000,000 of operating tax
loss carry forwards, also contributed positively to the operating cash flow. In
addition, a reduction of inventories of $778,000 added to the cash flow. Also
increasing cash flow was an increase in accrued and other liabilities of
$590,000 primarily related to future employee benefit payments. Decreasing the
operating cash flows was an increase in accounts receivable of $1,298,000 as a
result of increased sales volume and slower collections. A decrease in accounts
payable of $1,086,000, primarily related to timing effects, also contributed to
a decrease in operating cash flow;
Investing activities negatively affected cash flow by $1,349,000 for
the three months ended March 31, 2000 primarily related to the acquisition of
$1,356,000 of machinery and equipment.
Financing activities reduced cash flow by $75,000 due to principal
repayments on the Industrial Revenue Bond issued in 1998.
At March 31, 2000, Core Materials had cash on hand of $336,000 of which
$327,000 is resricted, and an available line of credit of $7,500,000. As of
March 31, 2000, Core Materials was in violation of all three of its financial
debt covenants for its line of credit, its letter of credit securing the
industrial revenue bond and certain equipment leases. The covenants relate to
maintaining certain financial ratios. On March
9
<PAGE> 10
14, 2000, Core Materials received a written commitment from the bank to waive
these covenants each quarter through the quarter ended September 30, 2000 if
Core Materials operates in compliance with financial projections for fiscal year
2000 and does not experience any material adverse change to its financial
condition. Core Materials has operated in compliance with the financial
projections for the three months ended March 31, 2000 and the bank has waived
the covenants for this period. Management expects Core Materials to meet the
projections for the remainder of 2000. However, if performance should fall below
these projections or if a material adverse change in the financial position of
the Company should occur, Core Materials' liquidity and ability to obtain
further financing to fund future operating and capital requirements could be
negatively impacted.
YEAR 2000 READINESS STATEMENT
Core Materials utilized internal and external sources to make the
required modifications to both computer systems and internal operations related
apparatus. In addition, Core Materials worked with its suppliers and customers
to aid in their becoming Y2K compliant. As of the date of this filing, Core
Materials has not experienced any material Y2K problems with its software,
hardware and manufacturing of its products or with the operation of its business
in general. In addition, Core Materials has not experienced any material
problems with any of its customers or suppliers. Core Materials will continue to
monitor its systems as unique dates within the year are encountered .
The total cost of the Year 2000 project was approximately $672,000 and
was funded through operating cash flows in 1997, 1998 and 1999. Of the total
project cost, approximately $402,000 was for the purchase and installation of
new software/hardware which was capitalized. The remaining $270,000, which was
expensed as incurred, did not have a material effect on the results of
operations.
10
<PAGE> 11
PART I - FINANCIAL INFORMATION
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Core Materials' primary market risk results from fluctuations in
interest rates. Core Materials is also exposed to changes in the price of
commodities used in its manufacturing operations. The Company does not hold any
material market risk sensitive instruments for trading purposes.
Core Materials has the following three items that are sensitive to a
change in interest rates: (1) Long term debt consisting of an Industrial Revenue
Bond ("IRB") with a balance at March 31, 2000 of $7,010,000. Interest is
variable and is computed weekly. The average interest rate charged for three
months ended March 31, 2000 was 3.8% and the maximum interest rate that may be
charged at any time over the life of the IRB is 10%. In order to minimize the
effect of the interest rate fluctuation, Core Materials has entered an interest
swap arrangement under which Core Materials pays a fixed rate of 4.89% to a bank
and receives 76% of the 30-day commercial paper rate; (2) Long-term Secured Note
Payable with a balance as of March 31, 2000 of $19,920,000 at a fixed interest
rate of 8%; and (3) 7% mortgage-backed security which matures in November 2025.
Such security is recorded at cost and is considered held to maturity as Core
Materials has the intent and ability to hold such security to maturity.
Assuming a hypothetical 20% change in short-term interest rates in both
the three month period ended March 31, 2000 and 1999, interest expense would not
change significantly, as the interest rate swap agreement would generally offset
the impact.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders for vote during
the three months ended March 31, 2000.
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> 13
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.
<TABLE>
<CAPTION>
CORE MATERIALS CORPORATION
<S> <C> <C>
/s/ James L. Simonton President, Chief Executive Officer May 3, 2000
- ------------------------------- and Director
James L. Simonton
/s/ Kenneth M. Schmell Executive Vice President and May 3, 2000
- ------------------------------- Chief Operating Officer
Kenneth M. Schmell
/s/ Kevin L. Barnett Vice President, Secretary, Treasurer and May 3, 2000
- ------------------------------- Chief Financial Officer
Kevin L. Barnett
</TABLE>
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
<S> <C> <C>
2(a)(1) Asset Purchase Agreement Incorporated by reference to
Dated as of September 12, 1996, Exhibit 2-A to Registration
as amended October 31, 1996, Statement on Form S-4
between Navistar International Transportation (Registration No. 333-15809)
Corporation and RYMAC Mortgage Investment
Corporation(1)
2(a)(2) Second Amendment to Asset Purchase Incorporated by reference to
Agreement dated December 16, 1996(1) Exhibit 2.1.1 to Annual
Report on Form 10-K for the
year-ended December 31, 1996
2(b)(1) Agreement and Plan of Merger dated as of Incorporated by reference to
November 1, 1996, between Core Materials Exhibit 2-B to Registration
Corporation and RYMAC Mortgage Statement on Form S-4
Investment Corporation (Registration No. 333-15809)
2(b)(2) First Amendment to Agreement and Plan Incorporated by Reference to
of Merger dated as of December 27, 1996 Exhibit 2(b)(2) to Annual
Between Core Materials Corporation and Report on Form 10-K for the
RYMAC Mortgage Investment Corporation year ended December 31, 1997
3(a)(1) Certificate of Incorporation of Incorporated by reference to
Core Materials Corporation Exhibit 4(a) to Registration
as filed with the Secretary of State Statement on Form S-8
of Delaware on October 8, 1996 (Registration No. 333-29203)
3(a)(2) Certificate of Amendment of Incorporated by reference to
Certificate of Incorporation Exhibit 4(b) to Registration
of Core Materials Corporation Statement on Form S-8
as filed with the Secretary of State (Registration No. 333-29203)
of Delaware on November 6, 1996
3(a)(3) Certificate of Incorporation of Core Incorporated by reference to
Materials Corporation, reflecting Exhibit 4(c) to Registration
amendments through November 6, Statement on Form S-8
1996 [for purposes of compliance (Registration No. 333-29203)
with Securities and Exchange
Commission filing requirements only]
3(b) By-Laws of Core Materials Corporation Incorporated by reference to
Exhibit 3-C to Registration
Statement on Form S-4
(Registration No. 333-15809)
4(a)(1) Certificate of Incorporation of Core Materials Incorporated by reference to
Corporation as filed with the Secretary of State Exhibit 4(a) to Registration
of Delaware on October 8, 1996 Statement on Form S-8
(Registration No. 333-29203)
</TABLE>
14
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
<S> <C> <C>
4(a)(2) Certificate of Amendment of Certificate Incorporated by reference to
of Incorporation of Core Materials Exhibit 4(b) to Registration
Corporation as filed with the Secretary of Statement on Form S-8
State of Delaware on November (Registration No. 333-29203)
6, 1996
4(a)(3) Certificate of Incorporation of Core Materials Incorporated by reference to
Corporation, reflecting amendments through Exhibit 4(c) to Registration
November 6, 1996 [for purposes of compliance Statement on Form S-8
with Securities and Exchange Commission (Registration No. 333-29203)
filing requirements only]
4(b) By-Laws of Core Materials Corporation Incorporated by 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
the required information is
included in Notes to
Financial Statement
27 Financial Data Schedule Filed herein
</TABLE>
(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 Materials Corporation will provide any omitted exhibit or
schedule to the Securities and Exchange Commission upon request.
15
<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,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 335,814
<SECURITIES> 0
<RECEIVABLES> 21,012,147
<ALLOWANCES> 461,000
<INVENTORY> 4,664,993
<CURRENT-ASSETS> 27,521,292
<PP&E> 41,023,103
<DEPRECIATION> 14,035,139
<TOTAL-ASSETS> 68,377,252
<CURRENT-LIABILITIES> 15,052,537
<BONDS> 26,620,150
0
0
<COMMON> 97,787
<OTHER-SE> 19,647,272
<TOTAL-LIABILITY-AND-EQUITY> 68,377,252
<SALES> 25,912,656
<TOTAL-REVENUES> 25,912,656
<CGS> 21,444,168
<TOTAL-COSTS> 21,444,168
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 30,000
<INTEREST-EXPENSE> 441,784
<INCOME-PRETAX> 1,403,079
<INCOME-TAX> 581,016
<INCOME-CONTINUING> 822,063
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 822,063
<EPS-BASIC> .08
<EPS-DILUTED> .08
</TABLE>
