CORE MOLDING TECHNOLOGIES INC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and the Board of Directors of

Columbus, Ohio

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Core Molding Technologies, Inc. and Subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and Schedule II (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

Crowe LLP

We have served as the Company's auditor since 2009.

Oakbrook Terrace, Illinois

March 11, 2025

Consolidated Statements of Operations

(In thousands, except for per share data)

Consolidated Statements of Comprehensive Income

(In thousands)

Consolidated Balance Sheets

(In thousands, except for share data)

Consolidated Statement of Stockholders’ Equity

(In thousands, except for share data)

Consolidated Statements of Cash Flows

(In thousands)

Notes to Consolidated Financial Statements

1. Basis of Presentation

Core Molding Technologies and its subsidiaries operate in the engineered materials market asone operating segment as a molder of thermoplastic and thermoset structural products. During the year ended December 31, 2024, the Company's operating segment consisted ofone component reporting unit. The Company produces and sells molded products for varied markets, including medium and heavy-duty trucks, power sports, building products and other industrial markets. The Company offers customers a wide range of manufacturing processes to fit various program volumes and investment requirements. These processes include compression molding of sheet molding compound ("SMC"), resin transfer molding ("RTM"), liquid molding of dicyclopentadiene ("DCPD"), spray-up and hand-lay-up, direct long-fiber thermoplastics ("D-LFT") and structural foam and structural web injection molding ("SIM"). Core Molding Technologies has its headquarters in Columbus, Ohio, and operatessix production facilities in the following locations: Columbus, Ohio; Gaffney, South Carolina; Winona, Minnesota; Matamoros and Escobedo, Mexico; and Cobourg, Ontario, Canada. All production facilities produce structural composite products.

2. Summary of Significant Accounting Policies

Principles of Consolidation- The accompanying consolidated financial statements include the accounts of all subsidiaries after elimination of all intercompany accounts, transactions, and profits.

Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Revenue Recognition- The Company historically has recognized revenue from two streams, product revenue and tooling revenue. Product revenue is earned from the manufacture and sale of sheet molding compound and thermoset and thermoplastic products. Revenue from product sales is generally recognized as products are shipped, as the Company transfers control to the customer and is entitled to payment upon shipment. In certain circumstances, the Company recognizes revenue from product sales when products are produced and the customer takes control at our production facility.

Tooling revenue is earned from manufacturing multiple tools, molds and assembly equipment as part of a tooling program for a customer. Given that the Company is providing a significant service of producing highly interdependent component parts of the tooling program, each tooling program consists of a single performance obligation to provide the customer the capability to produce a single product. Based on the arrangement with the customer, the Company recognizes revenue either at a point in time or over time. When the Company does not have an enforceable right to payment, the Company recognizes tooling revenue at a point in time. In such cases, the Company recognizes revenue upon customer acceptance, which is when the customer has legal title to the tools.

Certain tooling programs include an enforceable right to payment. In those cases, the Company recognizes revenue over time based on the extent of progress towards completion of its performance obligation. The Company uses a cost-to-cost measure of progress for such contracts because it best depicts the transfer of value to the customer and also correlates with the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to the customer. Under the cost-to-cost measure of progress, progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred.

Cash and Cash Equivalents- The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash is held primarily infour banks in three separate countries. The Company had $41,803,000 cash on hand at December 31, 2024 and had $24,104,000 cash on hand at December 31, 2023.

Accounts Receivable Allowances- Management maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company determined thatno allowance for doubtful accounts was needed at December 31, 2024 or December 31, 2023, respectively. Management also records estimates for customer returns and deductions, discounts offered to customers, and for price adjustments. Should customer returns and deductions, discounts, and price adjustments fluctuate from the estimated amounts, additional allowances may be required. The Company had an allowance for estimated chargebacks of $227,000 at December 31, 2024 and $138,000 at December 31, 2023.

Inventories- Inventories, which include material, labor and manufacturing overhead, are valued at the lower of cost or net realizable value. The inventories are accounted for using the first-in, first-out (FIFO) method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory are recorded based on historical and anticipated usage. The Company has recorded an allowance for slow moving and obsolete inventory of $1,392,000 at December 31, 2024 and $671,000 at December 31, 2023.

Inventories, net consisted of the following (in thousands):

Contract Assets/Liabilities- Contract assets and liabilities represent the net cumulative customer billings, vendor payments and revenue recognized for tooling programs. For tooling programs where net revenue recognized and vendor payments exceed customer billings, the Company recognizes a contract asset. For tooling programs where net customer billings exceed revenue recognized and vendor payments, the Company recognizes a contract liability. Customer payment terms vary by contract and can range from progress payments based on work performed or one single payment once the contract is completed. Contract assets are classified as current and are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. Contract assets as of December 31, 2024 and 2023 are $758,000 and $77,000, respectively. During the years ended December 31, 2024 and December 31, 2023, the Company recognizedno impairments on contract assets. Contract liabilities are classified as current on the Consolidated Balance Sheets as of December 31, 2024 and 2023. Contract liabilities as of December 31, 2024 and 2023 are $2,286,000 and $5,204,000, respectively. The Company recognized $6,069,000 and $2,446,000 for the years ended December 31, 2024 and 2023, respectively, corresponding with revenue from contract liabilities related to jobs outstanding at December 31, 2023 and December 31, 2022, respectively.

Property, Plant, and Equipment- Property, plant, and equipment are recorded at cost. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The carrying amount of long-lived assets is evaluated annually to determine if adjustment to the depreciation period or to the unamortized balance is warranted.

Ranges of estimated useful lives for computing depreciation are as follows:

Long-Lived Assets- Long-lived assets consist primarily of property, plant and equipment and finite-lived intangibles. The recoverability of long-lived assets is evaluated by an analysis of operating results and consideration of other significant events or changes in the business environment. The Company evaluates whether impairment exists for long-lived assets on the basis of undiscounted expected future cash flows from operations before interest. There wasno impairment of the Company's long-lived assets for the years ended December 31, 2024, 2023 and 2022.

Goodwill- The purchase consideration of acquired businesses have been allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates. Based on these values, the excess purchase consideration over the fair value of the net assets acquired was allocated to goodwill. The Company accounts for goodwill in accordance with FASB ASC Topic 350, Intangibles - Goodwill and Other. FASB ASC Topic 350 prohibits the amortization of goodwill and requires these assets be reviewed for impairment at the reporting unit level.

The annual impairment tests of goodwill may be completed through qualitative assessments; however the Company may elect to bypass the qualitative assessment and proceed directly to a quantitative impairment test for the reporting unit in any period. The Company may resume the qualitative assessment for the reporting unit in any subsequent period.

Under a qualitative and quantitative approach, the impairment test for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying amount. As part of the qualitative assessment, the Company considers relevant events and circumstances that affect the fair value or carrying amount of the Company. Such events and circumstances could include changes in economic conditions, industry and market conditions, cost factors, overall financial performance, reporting unit specific events and capital markets pricing. The Company places more weight on the events and circumstances that most affect the Company's fair value or carrying amount. These factors are all considered by management in reaching its conclusion about whether to perform step one of the impairment test. If the Company elects to bypass the qualitative assessment for the reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated carrying value of the reporting unit exceeds its fair value, the Company proceeds to a quantitative approach.

The Company performed its annual impairment test for the years end December 31, 2024 and 2023, and determined there was no impairment of the Company’s goodwill.

Income Taxes- The Company records deferred income taxes for differences between the financial reporting basis and income tax basis of assets and liabilities. A detailed breakout is located in Note 13 - Income Taxes.

Self-Insurance- The Company is self-insured with respect to Columbus, Ohio; Gaffney, South Carolina; Winona, Minnesota; and Brownsville, Texas for medical, dental and vision claims and Columbus, Ohio for workers’ compensation claims, all of which are subject to stop-loss insurance thresholds. The Company is also self-insured for dental and vision with respect to its Cobourg, Canada location. The Company has recorded an estimated liability for self-insured medical, dental and vision claims incurred but not reported and worker’s compensation claims incurred but not reported at December 31, 2024 and December 31, 2023 of $1,087,000 and $988,000, respectively, included within the Other Current Liabilities on the Company's Consolidated Balance Sheets.

Post Retirement Benefits- Management records an accrual for post retirement costs associated with the health care plan sponsored by the Company for certain retirees. Should actual results differ from the assumptions used to determine the reserves, additional provisions may be required. In particular, increases in future healthcare costs above the assumptions could have an adverse effect on the Company's operations. The effect of a change in healthcare costs is described in Note 14 - Post Retirement Benefits. Core Molding Technologies had a liability for post retirement healthcare benefits based on actuarial computed estimates of $3,298,000 at December 31, 2024 and $3,116,000 at December 31, 2023.

Fair Value of Financial Instruments- The Company's financial instruments historically consist of long-term debt, revolving loans, interest rate swaps, foreign currency hedges, accounts receivable, and accounts payable. Further detail is located in Note 16 - Fair Value of Financial Instruments.

Concentration Risks- The Company has concentration risk related to significant amounts of sales and accounts receivable with certain customers. The Company hadfive major customers during the year end December 31, 2024, BRP, Inc. (“BRP”), International Motors, LLC (“International”), PACCAR, Inc. (“PACCAR”), Yamaha Motor Corporation (“Yamaha”), and Volvo Group North America, LLC (“Volvo”). Major customers are defined as customers whose current year sales individually consist of more than ten percent of total sales during any annual or interim reporting period in the current year. Sales to five major customers comprised 69%,68% and 64% of total sales in 2024, 2023 and 2022, respectively (see Note 4 - Major Customers). Concentrations of accounts receivable balances with five customers accounted for 71% of accounts receivable at December 31, 2024 and 2023, respectively. The Company performs ongoing credit evaluations of its customers' financial condition. The Company maintains reserves for potential bad debt losses, and such bad debt losses have been historically within the Company's expectations.

As of December 31, 2024, the Company employed a total of 1,570 employees, which consisted of 509 employees in the United States,880 employees in Mexico and 181 employees in Canada. The salary workforce consisted of 335 employees, while 1,235 employees were hourly. Four plant locations making up 67.4% of the workforce are covered by collective bargaining agreements.

Details on the collective bargaining agreements are as follows:

Earnings per Share of Common Stock- Basic earnings per share of common stock is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock are computed similarly but include the effect of the assumed exercise of dilutive stock options and vesting of restricted stock under the treasury stock method. Certain of the Company's restricted shares are entitled to receive dividends and voting rights applicable to the Company's common stock, irrespective of any vesting requirement. These restricted shares are considered a participating security and the Company is required to apply the two-class method to consider the impact of the restricted shares on the calculation of basic and diluted earnings per share. A detailed computation of earnings per share is located in Note 3 - Net Income (Loss) per Share of Common Stock.

Research and Development- Research and development activities focus on developing new material formulations, new products, new production capabilities and processes, and improving existing products and manufacturing processes. The Company does not maintain a separate research and development organization or facility, but uses its production equipment, as necessary, to support these efforts and cooperates with its customers and its suppliers in research and development efforts. Manpower to direct and advance research and development is integrated with the existing manufacturing, engineering, production, and quality organizations. Research and development costs, which are expensed as incurred, totaled approximately $1.9 million, $1.7 million and $1.6 million in 2024, 2023 and 2022.

Foreign Currency- The functional currency for the Mexican and Canadian operations is the United States Dollar. All foreign currency asset and liability amounts are remeasured into United States Dollars at end-of-period exchange rates. Income statement accounts are remeasured at the weighted monthly average rates. Gains and losses resulting from remeasurement of foreign currency financial statements into United States Dollars and gains and losses resulting from foreign currency transactions are included in current results of operations. Net foreign currency remeasurement and transaction activity is included in selling, general and administrative expense. This activity resulted in expense of $1,045,000 in 2024, income of $291,000 in 2023, and an expense of $401,000 in 2022.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. As this accounting standard only impacts disclosure, it will not have a material impact on the Company's Consolidated Financial Statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. (See Note 18. Segment Reporting for the inclusion of this accounting pronouncement.)

3. Net Income per Share of Common Stock

Net income per share of common stock is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share of common stock is computed similarly but includes the effect of the assumed exercise of dilutive stock appreciation rights and restricted stock under the treasury stock method.

The computation of basic and diluted net income per share of common stock is as follows (in thousands, except for per share data):

The computation of basic and diluted net income per participating share is as follows (in thousands, except for per share data):

4. Major Customers

The Company hadfive major customers during the year ended December 31, 2024, BRP, International, PACCAR, Yamaha and Volvo. Major customers are defined as customers whose sales individually consist of more than ten percent of total sales during any annual or interim reporting period presented. The loss of a significant portion of sales to these customers could have a material adverse effect on the business of the Company.

The following table presents sales revenue for the above-mentioned customers for the years ended December 31 (in thousands):

5. Foreign Operations

The majority of the Company’s product is sold to U.S. based customers in U.S. dollars. The following table provides information related to sales by country, based on the ship to location of customers' production facilities, for the years ended December 31 (in thousands):

The following table provides information related to the location of the Company's property, plant and equipment, net, as of December 31 (in thousands):

6. Property, Plant, and Equipment

Property, plant, and equipment consisted of the following at December 31 (in thousands):

Additions in progress at December 31, 2024 and 2023 relate to building improvements and equipment purchases that were not yet completed and placed in service at year end. At December 31, 2024, commitments for capital expenditures in progress were $2,802,000 and included $367,000 recorded on the balance sheet in accounts payable. At December 31, 2023, commitments for capital expenditures in progress were $1,100,000, and included $298,000 recorded on the balance sheet in accounts payable. Depreciation expense was $11,731,000, $11,229,000 and $9,655,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

7. Leases

The Company has operating leases with fixed and variable payment terms primarily associated with buildings and warehouses. The Company's leases have remaining lease terms oftwelve months toforty-five months, some of which include options to extend the lease forthree years. Operating leases are included in right-of-use ("ROU") assets, other accrued liabilities and other non-current liabilities on the Consolidated Balance Sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

The Company used the applicable incremental borrowing rate at lease inception date to measure lease liabilities and ROU assets. The incremental borrowing rate used by the Company was based on baseline rates and adjusted by the credit spreads commensurate with the Company’s secured borrowing rate. At each reporting period when there is a new lease initiated, the Company will utilize the rate implicit in the lease if readily determinable and if not readily determinable, then the Company will utilize the incremental borrowing rate to perform lease classification tests on lease components and to measure ROU assets and lease liabilities.

The following table provides information related to the components of lease expense as of December 31 (in thousands):

The following table provides information related to other supplemental balance sheet information related to operating leases as of December 31, (in thousands):

(A) Current operating lease liability included in "Other Current Accrued Liabilities" on the Consolidated Balance Sheets.

(B) Noncurrent operating lease liability included in "Other Non-Current Liabilities" on the Consolidated Balance Sheets.

For the years ended December 31, 2024 and 2023, cash payments on amounts included in the measurement of lease liabilities were $2,079,000 and $2,117,000, respectively. During the year ended December 31, 2024, the Company entered into a new lease related to the warehouse. During the year ended December 31, 2024, there were $395,000 right of use assets obtained in exchange for new operating lease liabilities.

As of December 31, 2024, maturities of lease liabilities were as follows (in thousands):

8. Goodwill and Intangibles

Goodwill activity for the year consisted of the following at December 31, (in thousands):

Intangible assets at December 31, 2024 were comprised of the following (in thousands):

Intangible assets at December 31, 2023 were comprised of the following (in thousands):

The Company incurred $1,587,000, $1,602,000 and $1,948,000 of amortization expense for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, future intangible amortization is as follows (in thousands):

9. Debt

Long-term debt consists of the following at (in thousands):

Huntington Credit Agreement

On July 22, 2022, the Company entered into a credit agreement (the “Huntington Credit Agreement”) with The Huntington National Bank (“Huntington”), as the sole lender, administrative agent, lead arranger and book runner, and the lenders from time to time thereto. Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company secured loans (the “Huntington Loans”) in the maximum aggregate principal amount of $75,000,000, comprised of three $25,000,000 commitments: a term loan, a CapEx loan, and a revolving loan.

At the option of the Company, the Huntington Loans shall be comprised of Alternative Base Rate (ABR) Loans or Secure Overnight Financing Rate (SOFR) Loans.

ABR Loans bear interest at a per annum rate equal to ABR plus a margin of 280 to 330 basis points determined based on the Company’s leverage ratio. ABR is the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% per annum and (c) Daily Simple SOFR for such day (taking into account any floor set forth in the definition of “Daily Simple SOFR”) plus 1.00% per annum; provided, that if the ABR shall be less than 0.00%, then ABR shall be deemed to be 0.00%.

SOFR Loans bear interest at a per annum rate equal to Daily Simple SOFR plus a margin of 180 to 230 basis points determined based on the Company’s leverage ratio. Daily Simple SOFR means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, the “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b)0.00%.

The Company’s obligations under the Huntington Credit Agreement are secured by all of the U.S. and Canadian assets of the Company, including all of its equity interests in each of the Company’s U.S. and Canadian subsidiaries and 65% of the Company’s equity interest in its Mexican subsidiaries, and are unconditionally guaranteed by certain subsidiaries of the Company.

The Huntington Credit Agreement contains certain customary representations and warranties, conditions, affirmative and negative covenants and events of default. The Company is in compliance with such covenants as of December 31, 2024.

Voluntary prepayments of amounts outstanding under the Huntington Loans are permitted at any time without premium or penalty.

The Company incurred debt origination fees of $402,000 related to the Huntington Credit Agreement, which is being amortized over the life of the Credit Agreement. The aggregate unamortized deferred financing fees as of December 31, 2024 totaled $210,000.

Huntington Capex Loan

Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company secured Capex loan (the “Huntington Capex Loan”) in the maximum aggregate principal amount of $25,000,000 (none of which was advanced to the Company on July 22, 2022 and through December 31, 2024). Proceeds of the Huntington Capex Loan can be used to finance the ongoing capital expenditure needs of the Company.

Any borrowings from the Huntington Capex Loan will be converted to new term loans annually each February, beginning February 2025, and will have monthly principal repayments based on a sixty-month amortization period with all amounts outstanding on the Huntington Capex Loan being fully due on July 22, 2027.

Huntington Revolving Loan

Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company a revolving loan commitment (the “Huntington Revolving Loan”) of $25,000,000 ($13,689,000 of which was advanced to the Company on July 22, 2022). The Company has $25,000,000 of available revolving loans of which none is outstanding as of December 31, 2024 and 2023. The interest rate for the Huntington Revolving Loan was 6.33% as of December 31, 2024.

The Huntington Credit Agreement makes available to the Company a revolving commitment in the maximum amount of $25,000,000 at the Company’s option at any time during thefive-year period following the closing. The revolving loan commitment terminates, and all outstanding borrowings thereunder must be repaid on July 22, 2027.

Huntington Term Loan

Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company a Term Loan commitment (the “Huntington Term Loan”) of $25,000,000 ($25,000,000 of which was advanced to the Company on July 22, 2022). The Huntington Term Loan is to be repaid in monthly installments beginning August 2022 of $104,000 per month for the first 24 months, $156,000 per month for the next 24 months, $208,000 for the next 12 months and the remaining balance to be paid on July 22, 2027. The interest rate for the Huntington Term Loan was 6.11% as of December 31, 2024.

Interest Rate Swap Agreement

The Company entered into an interest rate swap agreement that became effective July 22, 2022 and continues through July 2027, which was designed as a cash flow hedge for an initial aggregate amount of $25,000,000 of the Huntington Term Loan. Under this agreement, the Company will pay a fixed SOFR rate of 2.95% to the swap counterparty in exchange for the Term Loans daily variable SOFR. The fair value of the interest rate swap was an asset of $491,000 and $524,000 at December 31, 2024 and 2023, respectively.

Leaf Capital Funding

On April 24, 2020 the Company entered into a finance agreement with Leaf Capital Funding of $175,000 for equipment. The parties agreed to a fixed interest rate of 5.50% and a term of 60 months.

Annual maturities of long-term debt are as follows (in thousands):

10. Stock Based Compensation

On May 13, 2021, the Company's stockholders approved the 2021 Long Term Equity Incentive Plan and, on May 16, 2024, approved an amendment to the 2021 Long Term Equity Incentive Plan (as amended, the “2021 Plan”) that replaced the 2006 Long Term Equity Incentive Plan (the “2006 Plan”) approved in May 2006 and amended in May 2015. The 2021 Plan allows for grants to employees, officers, non-employee directors, consultants, independent contractors and advisors of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (“stock awards”) representing up to an aggregate of 1,094,823 shares of common stock. At December 31, 2024,346,848 shares of common stock were available to be granted. Awards can be granted under the 2021 Plan through the earlier of May 13, 2031, or the date the maximum number of available awards under the 2021 Plan have been granted. No new awards may be granted from the 2006 Plan.

Awards under the 2021 Plan vest overone tothree years and shares previously awarded and currently unvested under the 2006 Plan vest over three years. Shares granted under both the 2006 and 2021 Plans vest upon the date of a participant’s death, disability or change in control.

The Company follows the provisions of FASB ASC 718 requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity award).

During 2024, 2023 and 2022, employees surrendered 72,658,125,701 and 48,285 shares, respectively, of the Company's common stock to satisfy income tax withholding obligations in connection with the vesting and exercising of stock awards.

Restricted Stock

The Company grants shares of its common stock to certain directors and employees in the form of unvested stock (“Restricted Stock”). These awards are measured at the fair value of Core Molding Technologies’ common stock on the date of issuance and recognized ratably as compensation expense over the applicable vesting period.

The following summarizes the status of Restricted Stock and changes during the years ended December 31:

At December 31, 2024 and 2023, there was $2,199,000 and $3,008,000, respectively, of total unrecognized compensation expense. That cost is expected to be recognized over the weighted-average period of 1.6 years. Total compensation expense related to restricted stock grants for the years ended December 31, 2024, 2023 and 2022 was $2,333,000, $2,871,000, and $2,284,000, respectively, and is recorded as selling, general and administrative expense.

Tax benefits in connection with payment of taxes upon the vesting of restricted stock previously issued to employees for the year ended December 31, 2024, was $282,000. Tax deficiencies in connection with payment of taxes upon the vesting of restricted stock previously issued to employees for the year ended December 31, 2023 was $536,000. Tax benefits in connection with payment of taxes upon the vesting of restricted stock previously issued to employees for the year ended December 31, 2022, was $79,000.

Performance Restricted Stock Awards

The Company grants shares of its common stock to certain officers and key managers in the form of shares of performance-based restricted stock ("Performance Restricted Stock Awards"). These awards are measured at the fair value of the Company's common stock on the date of issuance and recognized ratably as compensation expense over the applicable vesting period to the extent that the performance measures have been satisfied as of the last day of the performance period of the award. The total amount payable as of the award's vesting date is determined by the three-year average Operational Income and Return on Capital Employed performance measure achievement as defined in the applicable award agreement. The Company adjusts compensation expense for actual forfeitures as they occur and for estimated performance measure achievement.

The following summarizes the status of Performance Restricted Stock Awards and changes during the years ended December 31:

At December 31, 2024 and 2023, there was $456,000 and $135,000, respectively, of total unrecognized compensation expense related to Performance Restricted Stock Awards. As of December 31, 2022, there wasno unrecognized compensation expense related to Performance Restricted Stock Awards. The unrecognized compensation expense at December 31, 2024 is expected to be recognized over the weighted-average period of 2.0 years. Total compensation cost related to Performance Restricted Stock Awards for the year ended December 31, 2024, 2023 and 2022 was $162,000, $52,000 and $0, all of which was recorded to selling, general and administrative expense.

Stock Appreciation Rights

As part of the Company's 2019 annual grant, Stock Appreciation Rights (SARs) were granted with a grant price of $10. These awards have a contractual term of five years and vest ratably over a period of three years or immediately vest if the recipient is over 65 years of age. These awards are valued using the Black-Scholes option pricing model, and are amortized ratably as compensation expense over a three-year period.

A summary of the Company's stock appreciation rights activity for the years ended December 31, is as follows:

The weighted average grant date fair value of exercised SARs was $2.57. At December 31, 2024, there was no unrecognized compensation expense related to SARs.

The Company did not recognize any compensation cost related to SARs for the years ended December 31, 2024 and 2023. Total compensation cost related to SARs for the year ended December 31 2022 was $45,000, all of which was recorded to selling, general and administrative expense.

11. Long Term Incentive Compensation

The Company grants phantom stock ("Phantom Stock Awards") to key employees under the 2021 Plan. These Phantom Stock Awards are measured based on the fair value of the Company's common stock on the vesting date and are marked to market at each reporting period. Compensation expense is recognized over the applicable vesting period, typically three years, and is adjusted for actual forfeitures as they occur.

At December 31, 2024, there was $332,000 of total unrecognized compensation expense related to Phantom Stock Awards. The unrecognized compensation expense at December 31, 2024 is expected to be recognized over the weighted-average period of 2.5 years. Total compensation cost related to Phantom Stock Awards for year ended December 31, 2024 was $46,000, all of which was recorded to selling, general and administrative expense. A total of 21,270 shares of phantom stock were granted in 2024. No Phantom Stock Awards were granted in 2023 or 2022.

12. Stock Repurchase Plan

On March 11, 2024, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $7,500,000 of its outstanding shares of common stock. Repurchases of shares of common stock under the stock repurchase program are made in the open market and in accordance with applicable securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. There were 172,043 shares with an average stock price of $17.09 repurchased under the repurchase program during the year ended December 31, 2024, totaling $2,939,000.

13. Income Taxes

Components of the provision for income taxes are as follows (in thousands):

A reconciliation of the income tax provision based on the federal statutory income tax rate to the Company's income tax provision for the years ended December 31 is as follows (in thousands):

At December 31, 2024, a provision has not been made for U.S. taxes on accumulated undistributed earnings of approximately $34,148,000 and $20,553,000 of the Company's Canadian and Mexican subsidiaries, respectively, that would become payable upon repatriation to the United States. At December 31, 2023, a provision has not been made for U.S. taxes on accumulated undistributed earnings of approximately $32,622,000 and $19,153,000 of the Company's Canadian and Mexican subsidiaries, respectively, that would become payable upon repatriation to the United States. It is the intention of the Company to reinvest all such earnings in operations and facilities outside of the United States. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

The Company evaluates the balance of deferred tax assets that will be realized based on the premise that the Company is more likely than not to realize deferred tax benefits through the generation of future taxable income. Management makes assumptions, judgments, and estimates to determine our current and deferred tax provision and also the deferred tax assets and liabilities. The Company evaluates provisions and deferred tax assets quarterly to determine if adjustments to our valuation allowance are required based on the consideration of all available evidence.

As of December 31, 2024 the Company had a net deferred tax asset of $1,454,000 and $183,000 related to tax positions in Mexico and Canada and deferred tax liabilities of $1,219,000 related to tax positions in the United States. Deferred tax assets are included in "Other non-current assets" on the Consolidated Balance Sheets and deferred tax liabilities are included in "Other non-current liabilities" on the Consolidated Balance Sheets. As of December 31, 2024, the Company had a valuation allowance of $1,265,000 against the deferred tax asset related to local (city) jurisdiction tax positions, due to cumulative losses over the last three years in the local jurisdiction and uncertainty related to the Company’s ability to realize the deferred assets. The Company believes that the net deferred tax assets associated with the Mexican and Canada tax jurisdictions are more-likely-than-not to be realizable based on estimates of future taxable income.

As of December 31, 2023 the Company had a net deferred tax asset of $1,595,000 related to tax positions in Mexico and deferred tax liabilities of $1,182,000 and $43,000 related to tax positions in the United States and Canada. Deferred tax assets are included in "Other non-current assets" on the Consolidated Balance Sheets and deferred tax liabilities are included in "Other non-current liabilities" on the Consolidated Balance Sheets. As of December 31, 2023, the Company had a valuation allowance of $1,530,000 against the deferred tax asset related to local tax positions, due to cumulative losses in the local jurisdiction over the last three years and uncertainty related to the Company’s ability to realize the deferred assets. The Company believes that the deferred tax assets associated with the Mexican tax jurisdictions are more-likely-than-not to be realizable based on estimates of future taxable income.

Deferred tax assets consist of the following at December 31:

At December 31, 2024 the Company hadno net operating loss carryforwards in United States, Canada or Mexico federal tax jurisdictions. At December 31, 2023, the Company's net operating loss carryforwards and interest limitation carryforwards in the United States federal tax jurisdiction were $2,100,000 and $4,945,000, respectively. At December 31, 2023, the Company hadno net operating loss carryforwards in Canada or Mexico federal tax jurisdictions.

At December 31, 2024 and 2023 the Company hadno liability for unrecognized tax benefits under guidance relating to tax uncertainties. The Company does not anticipate that the unrecognized tax benefits will significantly change within the next twelve months.

The Company files income tax returns in the United States, Mexico, Canada and various state and local jurisdictions. The Company is not subject to United States federal income tax examinationsfor years before 2021. The Company is not subject to state examinations for years before 2021. The Company is not subject to Mexican income tax examinations by for the years before 2019 and is not subject to Canadian income tax examinations for the years before 2020.

14. Post Retirement Benefits

The Company provides post retirement benefits to certain of its United States and Canadian employees, including contributions to a multi-employer defined benefit pension plan, health care and life insurance benefits, and contributions to several defined retirement contribution plans.

The Company contributes to a multi-employer defined benefit pension plan for its employees represented by the International Association of Machinists and Aerospace Workers ("IAM") at the Company’s Columbus, Ohio production facility. The Company does not administer this plan and contributions are determined in accordance with provisions of the collective bargaining agreement. The risks of participating in this multi-employer plan are different from a single-employer plan in the following aspects:

•Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.

•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

•If the Company chooses to stop participating in its multi-employer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company’s participation in the multi-employer defined benefit pension plan for the years ended December 31, 2024 and 2023 is outlined in the table below. The most recent Pension Protection Act ("PPA") zone status is for the plan’s year-end at December 31, 2023. The zone status is based on information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending or has been implemented.

(A)The plan re-certified its zone status after using the amortization provisions of the Code. The Company's contributions to the plan did not represent more than 5% of total contributions to the plan as indicated in the plan's most recently available annual report for the plan year ended December 31, 2023. Under the terms of the collective-bargaining agreement, the Company is required to make contributions to the plan for each hour worked up to a maximum of 40 hours per person, per week at $1.55 per hour from August 10, 2019 through August 9, 2025. The Company is paying a surcharge of $0.16 for each hour worked up to a maximum of 40 hours per person, per week as a result of the pension plan being in the Red Zone.

Prior to the acquisition of Columbus Plastics in 1996, certain of the Company's employees were participants, or were eligible to participate, in International's post-retirement health and life insurance benefit plan. This plan provides healthcare and life insurance benefits for certain employees upon their retirement, along with their spouses and certain dependents and requires cost sharing between the Company, International and the participants, in the form of premiums, co-payments, and deductibles. The Company and International share the cost of benefits for these employees, using a formula that allocates the cost based upon the respective portion of time that the employee was an active service participant after the acquisition of Columbus Plastics to the period of active service prior to the acquisition of Columbus Plastics.

The Company also sponsors a post-retirement health and life insurance benefit plan for certain union retirees of its Columbus, Ohio production facility. In August 2010, as part of a new collective-bargaining agreement, the post-retirement health and life insurance benefits for all current and future represented employees who were not retired were eliminated in exchange for a one-time cash payment. Individuals who retired prior to August 2010 remain eligible for post-retirement health and life insurance benefits.

The elimination of post-retirement health and life insurance benefits described above resulted in a reduction of the Company’s post-retirement benefits liability of approximately $10,282,000 in 2010. This reduction in post retirement benefits liability was treated as a negative plan amendment and is being amortized as a reduction to net periodic benefit cost over approximately twenty years, the actuarial life expectancy of the remaining participants in the plan at the time of the amendment. This negative plan amendment resulted in net periodic benefit cost reductions of approximately $496,000 in 2024, 2023 and 2022, and will result in net periodic benefit cost reductions of approximately $496,000 in 2025 and each year thereafter during the amortization period.

The funded status of the Company's post-retirement health and life insurance benefits plan as of December 31, 2024 and 2023 and reconciliation with the amounts recognized in the Consolidated Balance Sheets are provided below (in thousands):

The components of expense for all of the Company's post-retirement benefit plans for the years ended December 31 (in thousands):

The Company accounts for post-retirement benefits under FASB ASC 715, which requires the recognition of the funded status of a defined benefit pension or post-retirement plan in the Consolidated Balance Sheets. For the year ended December 31, 2024, the Company recognized a net actuarial loss of $550,000 which is comprised of an actuarial loss of $240,000 and differences between actual and expected benefit payments of $310,000. The actuarial loss primarily resulted from changes in per capita costs and medical trend assumptions offset by changes in census and the discount rate. For the year ended December 31, 2023, the Company recognized a net actuarial gain of $3,004,000, which is comprised of an actuarial gain of $3,393,000, offset by differences between actual and expected benefit payments of $389,000. The actuarial gain primarily resulted from a change from a self-insured to a fully-insured plan. The net actuarial activity for the years ended December 31, 2024 and 2023, were recorded in accumulated other comprehensive income.

Amounts not yet recognized as a component of net periodic benefit costs at December 31, 2024 and 2023 were a net credit of $4,488,000 and $5,835,000, respectively. The amount in accumulated other comprehensive income expected to be recognized as components of net periodic post retirement cost during 2025 consists of a prior service credit of $496,000 and a net gain of $88,000. In addition, 2025 net interest expense related to post-retirement healthcare is expected to be

$117,000, for a total post-retirement healthcare net gain of approximately $467,000 in 2025. The Company expects benefits paid in 2025 to be consistent with estimated future benefit payments as shown in the table below.

The weighted average rate of increase in the per capita cost of covered health care benefits as of December 31, 2024 and 2023 is projected to be 18.8% and 7.1%, respectively. The rate is projected to decrease gradually for medical and prescriptions post age 65 to 4.81% by the year 2029 and remain at that level thereafter. As of December 31, 2023, the comparable assumptions for prior year were medical post age 65 of 6.60% and prescriptions of 5.0% by the year 2029.

The estimated future benefit payments of the health care plan for the next ten years are as follows (in thousands):

15. Commitments and Contingencies

From time to time, the Company is involved in litigation incidental to the conduct of its business. However, the Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company's consolidated financial position or results of operations.

16. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants as of the measurement date. Fair value is measured using the fair value hierarchy and related valuation methodologies as defined in the authoritative literature. This hierarchical valuation methodology provides a fair value framework that describes the categorization of assets and liabilities in three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.

The three levels are defined as follows:

Level 1 - Quoted prices in active markets for identical assets and liabilities.

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

Level 3 - Significant unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, debt, interest rate swaps and foreign currency derivatives. Cash and cash equivalents, accounts receivable and accounts payable carrying values as of December 31, 2024 and December 31, 2023 approximate fair value due to the short-term maturities of these financial instruments. As of December 31, 2024, the carrying amounts of the Huntington Term Loan and Huntington Revolving Loan approximated fair value due to the short-term nature of the underlying variable rate SOFR agreements. The Company had Level 2 fair value measurements at December 31, 2024 relating to the Company’s interest rate swaps and foreign currency derivatives.

Derivative and hedging activities

Foreign currency derivatives

The Company conducts business in foreign countries and pays certain expenses in foreign currencies; therefore, the Company is exposed to foreign currency exchange risk between the U.S. Dollar and foreign currencies, which could impact the Company’s operating income and cash flows. To mitigate risk associated with foreign currency exchange, the Company entered into forward contracts to exchange a fixed amount of U.S. Dollars for a fixed amount of foreign currency, which will be used to fund future foreign currency cash flows. At inception, all forward contracts are formally documented as cash flow hedges and are measured at fair value each reporting period.

Derivatives are formally assessed both at inception and at least quarterly thereafter, to ensure that derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective hedge, or if the anticipated transaction is no longer probable of occurring, hedge accounting is discontinued, and any future mark-to-market adjustments are recognized in earnings. The effective portion of gain or loss is reported in other comprehensive income and the ineffective portion is reported in earnings. The impacts of these contracts were largely offset by gains and losses resulting from the impact of changes in exchange rates on transactions denominated in the foreign currency. As of December 31, 2024 and 2023 the Company had no ineffective portion related to the cash flow hedges. The notional contract value of foreign currency derivatives was $29,668,000 and $9,195,000 as of December 31, 2024 and 2023, respectively.

Interest Rate Swaps

The Company entered into an interest rate swap contract to fix the interest rate on an initial aggregate amount of $25,000,000 thereby reducing exposure to interest rate changes. The interest rate swap pays a fixed rate of 2.95% to the swap counterparty in exchange for daily SOFR. At inception, all interest rate swaps were formally documented as cash flow hedges and are measured at fair value each reporting period. See Note 9, "Debt", for additional information. The notional contract value of the interest rate swap was $21,719,000 and $23,229,000 as of December 31, 2024 and 2023, respectively.

Financial statements impacts

The following tables detail amounts related to our derivatives designated as hedging instruments (in thousands):

As of December 31, 2024, the Company had foreign exchange contracts related to the Mexican Peso with an exchange rates ranging from 17.32 to 20.90 and the Canadian Dollar with exchange rates ranging from 1.36 to 1.42.

The following tables summarize the amount of unrealized / realized gain and loss recognized in Accumulated Comprehensive Income (AOCI) for the years ended December 31, 2024, 2023 and 2022 (in thousands):

(A)The foreign currency derivative activity reclassified from Accumulated Other Comprehensive Income is allocated to cost of goods sold and selling, general and administrative expense based on the percentage of foreign currency spend.

17. Accumulated Other Comprehensive Income

The following table presents changes in Accumulated Other Comprehensive Income by component, net of tax, for the years ended December 31, 2024 and 2023 (in thousands):

(A) The effect of post-retirement benefit items reclassified from Accumulated Other Comprehensive Income is included in other income and expense on the Consolidated Statements of Operations. These Accumulated Other Comprehensive Income components are included in the computation of net periodic benefit cost (see Note 14 - Post Retirement Benefits and Note 16 - Fair Value of Financial Instrumentsfor additional details). The tax effect of post retirement benefit items reclassified from Accumulated Other Comprehensive Income is included in income tax expense on the Consolidated Statements of Operations.

18. Segment Reporting

Segment information is prepared on the same basis that our Chief Executive Officer ("CEO"), who serves as our Chief Operating Decision Maker ("CODM"), manages our business, evaluates financial results, and makes key operating decisions. We haveone reportable operating segment: North America.

The North America reportable operating segment comprises all manufacturing operations located in the United States, Canada, and Mexico, which we have aggregated into a single operating segment in consideration of the aggregation criteria set forth in ASC 280. These operations share similar economic characteristics, production processes, and customer bases.

The North America reportable segment generates its revenue primarily from the manufacturing and sale of sheet molding compound and molded structural plastic products to customers in the heavy truck, automotive, power sports, and industrial markets. The accounting policies of the North America reportable segment are consistent with those described in Note 2, "Summary of Significant Accounting Policies."

Our CODM uses income from operations to evaluate performance and make key operating decisions, such as allocating resources and assessing growth opportunities within the North America segment. The CODM is not provided asset information by reportable segment, as asset information is reviewed on a consolidated basis.

The following tables present selected financial information with respect to our single reporting segment:

19. Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2024, 2023 and 2022 (in thousands).

(1) Sum of the quarters may not sum to total year due to rounding.