CORE MOLDING TECHNOLOGIES INC
For the period ended Dec 31, 2024. Filed Mar 11, 2025.
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FY2024 · Filed Mar 11, 2025
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Item 16. Form 10-K Summary
Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CORE MOLDING TECHNOLOGIES, INC. | |
|---|---|
| By | /s/ David L. Duvall |
| David L. Duvall | |
| President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has signed below by the following persons been on behalf of the registrant and in the capacities and on the dates indicated:
| /s/ David L. Duvall | ||
|---|---|---|
| David L. Duvall | President, Chief Executive Officer, and Director (Principal Executive Officer) | March 11, 2025 |
| /s/ John P. Zimmer | ||
| John P. Zimmer | Vice President, Secretary, Treasurer, and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 11, 2025 |
| * | ||
| Sandra L. Kowaleski | Director | March 11, 2025 |
| * | ||
| Thomas R. Cellitti | Director | March 11, 2025 |
| * | ||
| Ralph O. Hellmold | Director | March 11, 2025 |
| * | ||
| Matthew Jauchius | Director | March 11, 2025 |
| * | ||
| Salvador Minarro-Villalobos | Director | March 11, 2025 |
| * | ||
| Andrew O. Smith | Director | March 11, 2025 |
| *By /s/ John P. Zimmer | ||
| John P. Zimmer | Attorney-In-Fact | March 11, 2025 |
Schedule II
Consolidated valuation and qualifying accounts and reserves for the years ended December 31, 2024, 2023 and 2022.
Reserves deducted from asset to which it applies:
Allowance for Doubtful Accounts
| Additions | |||||
|---|---|---|---|---|---|
| Balance atBeginning ofYear | (Recovered)/Charged toCosts &Expenses | Charged toOtherAccounts | Deductions(A) | Balance at Endof Year | |
| Year Ended December 31, 2024 | $— | $— | $— | $— | $— |
| Year Ended December 31, 2023 | $— | $— | $— | $— | $— |
| Year Ended December 31, 2022 | $90,000 | $(90,000) | $— | $— | $— |
Customer Chargeback Allowance
| Additions | |||||
|---|---|---|---|---|---|
| Balance atBeginning ofYear | (Recovered)/Charged toCosts &Expenses | Charged toOtherAccounts | Deductions(B) | Balance at Endof Year | |
| Year Ended December 31, 2024 | $138,000 | $327,000 | $— | $238,000 | $227,000 |
| Year Ended December 31, 2023 | $502,000 | $534,000 | $— | $898,000 | $138,000 |
| Year Ended December 31, 2022 | $222,000 | $736,000 | $— | $456,000 | $502,000 |
(A)Amount represents uncollectible accounts written off.
(B)Amount represents customer returns and deductions, discounts and price adjustments accepted.
INDEX TO EXHIBITS
| Exhibit No. | Description | Location |
| 3(a) | Amended and Restated Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on May 29, 2024 | Incorporated by reference to Exhibit 1.1 to Registration Statement on Form S-8 (Registration No. 333-281428) filed August 9, 2024 |
| 3(b)(1) | 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 |
| 3(b)(2) | Amendment No. 1 to the 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 December 17, 2013 |
| 4 | Description of Securities | Filed Herein |
| 10(a) | Supply Agreement, dated August 4, 2014 between Core Molding Technologies, Inc. and Core Composites Corporation and International Motors, LLC.2 | Incorporated by reference to Exhibit 10(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 |
| 10(b) | Credit Agreement, dated October 27, 2020, between Core Molding Technologies, Inc. and Wells Fargo Bank, National Association, as administrative agent, lead arranger and book runner, and the lenders party thereto. | Incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 2, 2020 |
| 10(b)(1) | Master Security Agreement, dated as of October 20, 2020, among FGI Equipment Finance LLC, Core Molding Technologies, Inc. as debtor, and each of Core Composites Corporation and CC HPM, S. de R.L. de C.V., as guarantors | Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 2, 2020 |
| 10(b)(2) | Promissory Note, dated October 20, 2020, between Core Molding Technologies, Inc. and FGI Equipment Finance LLC. | Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 2, 2020 |
| 10(c) | Core Molding Technologies, Inc. Employee Stock Purchase Plan1 | Incorporated by reference to Exhibit 4(c) to Registration Statement on Form S-8 (Registration No. 333-60909). |
| 10(c)(1) | 2002 Core Molding Technologies, Inc. Employee Stock Purchase Plan (as amended May 17, 2006)1 | Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on May 23, 2006 |
| 10(d) | 2006 Core Molding Technologies, Inc. Long Term Equity Incentive Plan as amended and restated effective May 12, 20171 | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 15, 2017 |
| 10(e) | Core Molding Technologies, Inc. Executive Cash Incentive Plan1 | Incorporated by reference to Exhibit A to Definitive Proxy Statement on Schedule 14A dated April 8, 2016 |
| 10(f) | Core Molding Technologies, Inc. Salaried Employee Bonus Plan2 | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 9, 2020 |
| 10(g) | Form of Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers1 | Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 15, 2012 |
| Exhibit No. | Description | Location |
| 10(h) | Form of Award for Stock Appreciation Rights between Core Molding Technologies, Inc. and certain executive officers1 | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 20, 2019 |
| 10(i) | Form of Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers, dated August 6, 20211 | Incorporated by reference to Exhibit 10(m) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 |
| 10(j) | Form of Executive Employment Agreement between David L. Duvall and Core Molding Technologies, Inc, dated August 6, 20211 | Incorporated by reference to Exhibit 10(n) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 |
| 10(k) | Form of Executive Employment Agreement between Core Molding Technologies, Inc. and certain executive officers, dated August 6, 20211 | Incorporated by reference to Exhibit 10(q) to Quarterly Report on Form 10-Q filed on August 6th, 2021 |
| 10(l) | Credit Agreement, dated July 22, 2022 between Core Molding Technologies, Inc. and The Huntington National Bank, as administrative agent, sole lead arranger and sole bookrunner, and the lenders from time to time thereto | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 28, 2022 |
| 10(m) | Core Molding Technologies, Inc. 2021 Long-Term Equity Incentive Plan1 | Incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A dated April 7, 2021 |
| 10(m) | Form Performance Restricted Stock Award Agreement1 | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 14, 2023 |
| 10(o) | Core Molding Technologies, Inc. Employee Stock Purchase Plan (as amended and restated effective as of May 11, 2023)1 | Incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A dated April 7, 2023 |
| 10(p) | First Amendment to Credit Agreement | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 11, 2024 |
| 10(q) | Form Performance Restricted Stock Award Agreement between Core Molding Technologies, Inc. and certain executive officers1 | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 10, 2024 |
| 10(r) | Form Restricted Stock Agreement between Core Molding Technologies, Inc. and certain executive officers1 | Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 10, 2024 |
| 11 | Computation of Net Income per Share | Exhibit 11 omitted because the required information is Included in Notes to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K |
| 19 | Core Molding Technologies, Inc. Insider Trading Policy | Filed Herein |
| 21 | List of Subsidiaries | Filed Herein |
| 23 | Consent of Crowe LLP | Filed Herein |
| 24 | Powers of Attorney | Filed Herein |
| Exhibit No. | Description | Location |
| 31(a) | Section 302 Certification by David L. Duvall, President, Chief Executive Officer, and Director | Filed Herein |
| 31(b) | Section 302 Certification by John P. Zimmer, Vice President, Secretary, Treasurer, and Chief Financial Officer | Filed Herein |
| 32(a) | Certification of David L. Duvall, Chief Executive Officer of Core Molding Technologies, Inc., dated March 11, 2025, pursuant to 18 U.S.C. Section 1350 | Filed Herein |
| 32(b) | Certification of John P. Zimmer, Chief Financial Officer of Core Molding Technologies, Inc., dated March 11, 2025, pursuant to 18 U.S.C. Section 1350 | Filed Herein |
| 97 | Core Molding Technologies, Inc. Clawback Policy1 | Filed Herein |
| 101.INS | XBRL Instance Document | Filed Herein |
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed Herein |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | Filed Herein |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | Filed Herein |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | Filed Herein |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | Filed Herein |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | Filed Herein |
Indicates management contracts or compensatory plans that are required to be filed as an exhibit to this Annual Report on Form 10-K.
Certain portions of this Exhibit have been omitted intentionally subject to a confidentiality treatment request. A complete version of the Exhibit has been filed separately with the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.