CORE MOLDING TECHNOLOGIES, INC.
800 MANOR PARK DRIVE
COLUMBUS, OHIO 43225
May 12, 2005
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Bret Johnson
Division of Corporation Finance
RE: CORE MOLDING TECHNOLOGIES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
FILE NO. 1-12505
Ladies and Gentlemen:
This letter sets forth the responses of Core Molding Technologies, Inc.
(the "Company") to the staff's comments communicated by letter dated April 28,
2005 with respect to the above-referenced Form 10-K, as filed by the Company on
March 30, 2005. For your convenience, we have repeated the text of the staff's
comments, followed by our response.
Consolidated Statements of Cash Flows, page 22
1. Your cash flow statement should report the effect of exchange rate changes
on cash balances held in foreign currencies as a separate part of the
reconciliation of the change in cash and cash equivalents during the
period. See paragraph 25 of SFAS 95.
RESPONSE:
The Company's operating practice is to fund peso denominated cash
accounts on an as needed basis for Mexican payroll and miscellaneous
plant expenses, leaving minimal peso denominated balances generally
under $10,000 at any time. The Company does not generate cash in
foreign currency from operations because most if not all sales and raw
material purchases are denominated in U.S. dollars. In addition, the
Company does not use or generate cash from investing or financing
activities in a foreign currency. Therefore, foreign currency
fluctuation is not material. Capital expenditures originating in
foreign currency have been minimal (less than $10,000 per year) in our
foreign operations and all financing activities are denominated in U.S.
dollars. The Company will monitor the currency fluctuations of its peso
denominated cash accounts, and report such currency fluctuations as a
separate component of cash flows if it becomes significant (see Rule
4-02 of Regulation S-X and see SFAS 95 that states "the provisions of
this statement need not be applied to immaterial items").
Securities and Exchange Commission
May 12, 2005
Page 2
Note 7 - Debt and Leases, page 28
2. Disclose the components of the derivative instruments' gain or loss related
to the hedges' ineffectiveness and the gain or loss excluded from the
assessment of hedge effectiveness. In addition, disclose how the hedging
instrument entered into on January 1, 2004 will be assessed for
effectiveness. See paragraph 45(b)(1) and 28(a) of SFAS 133 for guidance.
RESPONSE:
The derivative instruments' gain or loss related to the hedges'
ineffectiveness was immaterial (less than $40,000 net of tax) in all
the periods presented. None of the gains or losses from the change in
fair value of derivative instruments has been excluded from the
assessment of hedge effectiveness. In future filings, we will include
the following: "In all periods presented the Company's cash flow hedges
were highly effective; ineffectiveness was not material. None of the
changes in the fair value of our interest rate swaps have been excluded
from our assessment of hedge effectiveness."
With respect to the hedging instrument entered into on January 1, 2004,
the Company ensured, at the inception of the hedging relationship that
the critical terms of the swap match the critical terms of the hedged
forecasted interest payments. Given that the fair value of the swap at
inception was zero and the critical terms, such as the notional amount,
benchmark interest rate index, term, and variable rate repricing dates
are exactly the same, the Company concluded that the changes in the
fair value of the interest rate swap would be expected to completely
offset the changes in the fair value of the interest rate cash flows
being hedged. Therefore, the Company has assessed the interest rate
swap to be a highly effective hedge of the variable interest rate cash
flows. At each financial reporting date, the Company assesses the hedge
to determine that there has been no change in circumstances that might
be indicative of ineffectiveness.
In future filings we will state that "the interest rate swap is a
highly effective hedge because the amount, benchmark interest rate
index, term, and repricing dates of both the interest rate swap and the
hedged variable interest cash flows are exactly the same."
Controls and Procedures, page 37
3. We note your Chief Executive Officer and Chief Financial Officer concluded
the Company's disclosure controls and procedures ". . . were effective to
ensure that information required to be disclosed in the Company's reports
filed or submitted under the Exchange Act was accumulated and
Securities and Exchange Commission
May 12, 2005
Page 3
communicated to the Company's management . . . as appropriate to allow
timely decisions regarding required disclosure." Revise to clarify, if
true, that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required to be
disclosed by you in the reports that you file or submit under the Exchange
Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms. See Exchange Act
Rule 13a-l5(e). Alternatively, your officers may conclude that the
Company's disclosure controls and procedures are "effective" without
defining disclosure controls and procedures.
RESPONSE:
In addition to the disclosure set forth in Item 9A of the
Company's Form 10-K, the Company hereby clarifies that the Company's
officers concluded that the Company's disclosure controls and
procedures, as evaluated by the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, were
effective to ensure that information required to be disclosed in the
Company's reports filed or submitted under the Exchange Act was
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms.
The Company plans to include the following disclosure regarding
internal controls and procedures, to the extent applicable, in future
interim and annual reports filed by the Company:
Item 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the
Company has carried out an evaluation, under the supervision and with
the participation of its management, including its Chief Executive
Officer and its Chief Financial Officer, of the effectiveness of the
design and operation of its disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Exchange Act). Based upon this
evaluation, the Company's management, including its Chief Executive
Officer and its Chief Financial Officer, concluded that the Company's
disclosure controls and procedures were (i) designed to ensure that
information required to be disclosed in the Company's reports filed or
submitted under the Exchange Act was accumulated and communicated to
the Company's management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure, and (ii) effective to ensure that
information required to be disclosed in the Company's reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and
Exchange Commissions rules and forms.
4. Please disclose any change in internal control over financial reporting
identified in connection with your evaluation of disclosure controls and
procedures during the fourth fiscal quarter that has materially affected or
is reasonably likely to materially affect your internal control over
financial
Securities and Exchange Commission
May 12, 2005
Page 4
reporting. Alternatively, you may disclose that no such changes have
occurred. See Item 308(c) of Regulation S-K.
RESPONSE:
The Company hereby clarifies that in connection with its
evaluation of disclosure controls and procedures during the fourth
fiscal quarter 2004, it determined that no changes were made to the
Company's internal control over financial reporting (as such term is
defined in Exchange Act Rule 13a-15(f)) during the fourth quarter that
have materially affected, or is reasonably likely to materially affect,
the Company's internal controls over financial reporting. The Company
plans to include in future interim and annual reports disclosure
regarding any changes in internal controls over financial reporting (or
disclose that no such changes have occurred) as part of the Company's
disclosure regarding the evaluation of disclosure controls and
procedures.
* * * *
In connection with the above responses to the staff's comments, the
Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of
the disclosure in its filings;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please direct any further inquiries or comments regarding the above to
the undersigned at (614) 870-5604.
Sincerely,
/s/ Herman F. Dick, Jr.
Herman F. Dick, Jr.
HFD/as