CORE MOLDING TECHNOLOGIES INC
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001026655-26-000053
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001026655-26-000076
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 83 current paragraphs.
47 unchanged; 25 reworded; 11 added; 18 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Looking forward, based on industry analyst projections, customer forecasts, cyclical demand, anticipated program launches and price changes, the Company expects revenues for calendar year 2026 to be flat to up 5% as compared to 2025. The Company expects full-year 2026 gross margins to be approximately 16% to 17%, due to elevated freight, higher input costs due to oil prices and commissioning costs associated with the new Monterrey facility. In addition, the Company expects to incur approximately $1.3 million of one-time costs related to relocating hood and battery production between U.S. facilities in the fourth quarter of 2026, impacting total Selling, General and Administrative expenses. The project is expected to generate approximately $1 million in annual savings beginning in 2027 through improved capacity utilization and operating efficiencies. During the third quarter of 2026, the Company amended certain contractual terms related to the Volvo tooling program, including the termination provisions applicable to the arrangement. As a result of the amended terms, the Company determined the tooling program met the criteria for additional revenue to be recognized for the tooling program.
Current report
Gross margin was approximately 14.8% of revenue for the three months ended September 30, 2026, excluding the tooling project impact and commissioning costs of the new Monterrey plant, gross margin was 18.6%. For the three months ended
Current report
September 30, 2025 gross margin was 17.4%. The increase was due favorable fixed leverage of 1.6% and operating efficiencies and favorable product mix of 0.3%, offset by unfavorable net change of selling price and materials of 0.7%.
Current report
Net interest expense totaled $39,000 for the three months ended September 30, 2026, compared to net interest expense of $34,000 for the three months ended September 30, 2025. Higher interest expense was due to higher interest rate of net borrowing on the revolver.
Current report
Nine Months Ended September 30, 2026, as Compared to Nine Months Ended September 30, 2025
Current report
Gross margin was approximately 18.0% of revenue for the nine months ended September 30, 2026, compared with 18.2% for the same period in 2025. Excluding tooling project impact, commissioning costs of the new Monterrey plant and favorable one time capacity charge, the gross margin for the same period was 19.3% versus 18.2% for the same period in 2025. The increase was due to favorable product mix and operating efficiencies of 1.6%, offset by higher fixed cost leverage of 0.1% and unfavorable net change of selling price and material of 0.4%.
Current report
Net interest expense totaled $185,000 for the nine months ended September 30, 2026 compared to net interest expense of $18,000 for the same period in 2025. Higher interest expense was due to net borrowing on the revolver line of $4,810,000, and use of cash to fund capital investments.
Current report
Under the July 2, 2026 Third Amendment to Credit Agreement (the "Third Amendment"), the Company repaid its existing term loan in full, replaced its capital expenditure loan commitment with the delayed draw loan facility, increased the revolving loan commitment from $25,000,000 to $50,000,000 and extended the maturity date of the facilities from July 22, 2027, to July 2, 2031.
Current report
The Huntington Credit Agreement contains customary affirmative and negative covenants and events of default. The financial covenants require the Company to maintain a covenant leverage ratio not exceeding 3.00 to 1.00 and a fixed charge coverage ratio of at least 1.20 to 1.00. Capital expenditures are limited to $35,000,000 for fiscal 2026 and $30,000,000 for each fiscal year thereafter. As of September 30, 2026, the Company was in compliance with these covenants. Outstanding borrowings may be prepaid without premium or penalty.
Current report
Huntington Delayed Draw Loan
Current report
Borrowings under the Huntington Delayed Draw Loan convert to term loans on July 1, 2028, July 1, 2029, July 1, 2030 or July 2, 2031, based on the availability period in which the borrowing was drawn. Except for borrowings converting on July 2, 2031, monthly principal installments are payable on the tenth day of each calendar month following the applicable conversion date, based on 0.2% of the principal amount converted during each of the first and second calendar years after conversion, 0.4% during each of the third and fourth calendar years, and 0.6% during the fifth calendar year, in each case subject to maturity. Borrowings converting on July 2, 2031 and all remaining outstanding principal are due in full on July 2, 2031.
Removed paragraphs (18)
Previous report
Looking forward, based on industry analyst projections, customer forecasts, cyclical demand, anticipated program launches and price changes, the Company expects revenues for the calendar year 2026 to increase by approximately 0 to 5 percent as compared to 2025 and the second half of 2026 to be greater than the first half of 2026. The Company also expects a consistent mix in 2026 as compared to 2025 between product revenues and tooling project revenues as new programs launch during 2026. During the second half of 2026, the Company expects to incur incremental one-time costs of approximately $500,000 in connection with the Mexico Expansion Project, related to press relocations and temporary overlap of two facility leases in Monterrey. The expense will primarily be incurred during the third quarter of 2026 and will be recorded in Selling, General and Administrative expenses.
Previous report
Gross margin was approximately 20.3% of revenue for the three months ended June 30, 2026 and included a favorable one-time capacity charge impacting gross margin by 90 basis points. Excluding the one-time gain gross margin was 19.4% of revenue for the same period compared to 18.1% of revenue for the three months ended June 30, 2025. Gross margin compared to last year was favorably impacted by product mix and operating efficiencies of 4.0%, offset by fixed cost leverage of 2.2% and net changes in selling price and raw material costs of 0.5%.
Previous report
Net interest expense totaled $60,000 for the three months ended June 30, 2026, compared to net interest income of $32,000 for the three months ended June 30, 2025. Lower interest income was primarily due to lower interest income of $106,000 from cash accumulation. For the three months ended June 30, 2026, the Company recognized an loss of $87,000 related to the repayment of the Huntington Term Loan and a gain of $170,000 for the termination of Interest Rate Swap.
Previous report
Six Months Ended June 30, 2026, as Compared to Six Months Ended June 30, 2025
Previous report
Gross margin was approximately 20.4% of revenue for the six months ended June 30, 2026 and included a favorable one-time capacity charge impacting gross margin by 60 basis points. Excluding the one-time gain, gross margin was 19.8% of revenue for the same period compared with 18.5% for the six months ended June 30, 2025. Gross margin compared to last year was favorably impacted by product mix and operating efficiencies of 2.8%, offset by fixed cost leverage of 1.4% and net changes in selling price and raw material costs of 0.1%.
Previous report
Net interest expense totaled $146,000 for the six months ended June 30, 2026 compared to net interest income of$16,000 for the same period in 2025. Higher interest expense was primarily due to lower interest income of $320,000 from cash accumulation. For the six months ended June 30, 2026, the Company recognized an loss of $87,000 related to the repayment of the Huntington Term Loan and a gain of $170,000 for the termination of Interest Rate Swap.
Previous report
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 June 30, 2026.
Previous report
Voluntary prepayments of amounts outstanding under the Huntington Loans are permitted at any time without premium or penalty.
Previous report
The Company incurred debt origination fees of $402,000 related to the Huntington Credit Agreement, which is being amortized over the life of the agreement.
Previous report
Huntington Capex Loan
Previous report
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.
Previous report
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. The Company has $25,000,000 of available revolving loans of which none was outstanding as of June 30, 2026 and December 31, 2025.
Previous report
Huntington Term Loan
Previous report
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 all 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 5.42% and 5.46% as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, the Company repaid in full the outstanding balance of the Huntington Term Loan.
Previous report
Interest Rate Swap Agreement
Previous report
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 $25,000,000 of the Huntington Term Loan. Under this agreement, the Company will pay a fixed rate of 2.95% to the swap counterparty in exchange for the Term Loans daily variable SOFR. As a result the interest rate paid on the Huntington Term Loan was 4.75% as of June 30, 2026 and December 31, 2025. The fair value of the interest rate swap was an asset of $0 and $23,000 at June 30, 2026 and December 31, 2025, respectively. Concurrent with the repayment of the Huntington Term Loan, the Company terminated the Interest Rate Swap and recognized a gain of $170,000.
Previous report
Credit Refinancing
Previous report
On July 2, 2026, the Company entered into the Third Amendment to "the Huntington Credit Agreement". The amendment refinanced the Company's existing term loan and amended the Company's credit facilities. Pursuant to the amended Huntington Credit Agreement, Huntington provides secured credit facilities in an aggregate principal amount of $100,000,000, consisting of (i) a $50,000,000 revolving credit facility and (ii) a $50,000,000 delayed draw term loan facility. The revolving credit facility matures on July 2, 2031. The delayed draw term facility is available for borrowings through July 2, 2031, with amounts borrowed converting into amortizing term loans on specified annual conversion dates and all outstanding balances maturing on July 2, 2031. For additional information on the Third Amendment, see Note 18, "Subsequent Events," to the consolidated financial statements included herein.
Reworded paragraphs (25)
Previous wording
•the ability to successfully identify, evaluate and manage potential acquisitions and to benefit from and properly integrate and completed acquisitions;
Current wording
•the ability to successfully identify, evaluate and manage potential acquisitions and to benefit from and properly integrate and complete acquisitions;
Previous wording
Core Molding Technologies and its subsidiaries operate in the engineered materials market asone operating segment as a molder of thermoplastic and thermoset structural products. The Company produces and sells molded products for varied markets, including medium and heavy-duty trucks, power sports, building products, industrial and utilities and other commercial markets. Core Molding Technologies has its headquarters in Columbus, Ohio, and operates six production facilities in the United States, Canada and Mexico.
Current wording
Core Molding Technologies and its subsidiaries operate in the engineered materials market as one operating segment as a molder of thermoplastic and thermoset structural products. The Company produces and sells molded products for varied markets, including medium and heavy-duty trucks, power sports, building products, industrial and utilities and other commercial markets. Core Molding Technologies has its headquarters in Columbus, Ohio, and operates six production facilities in the United States, Canada and Mexico.
Previous wording
The Company continues to monitor evolving geopolitical tensions involving Iran and any potential impact such developments may have on global supply chains, such as cost and availability. While disruptions could create volatility in the costs of certain inputs used in the Company's manufacturing processes, the Company maintains contractual raw material adjustment mechanisms with many of its customers that allow for changes in material costs to be passed through, which may help mitigate the financial impact of such fluctuations.
Current wording
The Company continues to monitor evolving geopolitical tensions involving Iran and any potential impact such developments may have on global supply chains, such as cost and availability. While disruptions could create volatility in the costs of certain inputs, such as oil, used in the Company's manufacturing processes, the Company maintains contractual raw material adjustment mechanisms with many of its customers that allow for changes in material costs to be passed through, which may help mitigate the financial impact of such fluctuations.
Previous wording
Net revenue for the three months ended June 30, 2026 and 2025 totaled $62,729,000 and $79,239,000, respectively. Included in net revenue were tooling project revenue of $1,839,000 and $17,606,000 for the three months ended June 30, 2026 and 2025, respectively. Tooling project revenue are sporadic in nature and fluctuate in regard to scope and related revenue on a period-to-period basis. Product revenue, excluding tooling project revenue, for the three months ended June 30, 2026 were $60,890,000 compared to $61,633,000 for the same period in 2025. The change in product revenue is primarily the result of lower demand from the medium and heavy-duty truck, including transitioning the Company's business with Volvo from existing programs that the Company currently supplies to new programs that the Company does not support, offset by demand increase in the building products market and new program launches. The Company's product revenue for the three months ended June 30, 2026 compared to the same period in 2025 by market are as follows (in thousands):
Current wording
Net revenue for the three months ended September 30, 2026 and 2025 totaled $90,237,000 and $58,435,000, respectively. Included in net revenue were tooling project revenue of $25,410,000 and $4,257,000 for the three months ended September 30, 2026 and 2025, respectively. Tooling project revenue are sporadic in nature and fluctuate in regard to scope and related revenue on a period-to-period basis. During the third quarter of 2026, the Company amended contractual terms related to the Volvo tooling program, including the termination provisions applicable to the arrangement. As a result of the amendment, the Company recognized approximately $22 million in revenue during the quarter. Product revenue, excluding tooling project revenue, for the three months ended September 30, 2026 were $64,827,000 compared to $54,178,000 for the same period in 2025. The change in product revenue is primarily the result of higher demand from the medium and heavy-duty truck and new program launches. The Company's product revenue for the three months ended September 30, 2026 compared to the same period in 2025 by market are as follows (in thousands):
Previous wording
Selling general and administrative expense ("SG&A") was $10,433,000 for the three months ended June 30, 2026, which included severance expense of $487,000 and Mexico expansion related expense of $1,302,000. Excluding severance and Mexico expansion related expense, SG&A cost for the three months ended June 30, 2026 totaled $8,644,000 comp ared to $9,100,000 for the three months ended June 30, 2025.
Current wording
SG&A was $11,793,000 for the three months ended September 30, 2026, which included Mexico expansion and Portfolio Footprint Optimization related expense of $1,763,000. Excluding Mexico expansion related expense and Portfolio Footprint Optimization related expense, SG&A cost for the three months ended September 30, 2026 totaled $10,030,000 comp ared to $7,352,000 for the three months ended September 30, 2025. Increased SG&A expenses resulted primarily from labor and benefit of $1,685,000 and professional services of $257,000.
Previous wording
Income tax expense for the three months ended June 30, 2026 is estimated to be $569,000, approximately 24.2% of income before income taxes. Income tax expense for the three months ended June 30, 2025 was estimated to be $1,311,000, approximately 24.4% of income before income taxes. The Company’s effective tax rates reflect the effects of taxable income being generated in higher tax rate jurisdictions and the affect of one time nontaxable expenses.
Current wording
Income tax expense for the three months ended September 30, 2026 is estimated to be $155,000, approximately 9.3% of income before income taxes. Income tax expense for the three months ended September 30, 2025 was estimated to be $779,000, approximately 29.3% of income before income taxes. The Company’s effective tax rates reflect the impact of a net loss in higher tax rate countries due to the one-time Mexico expansion related expense.
Previous wording
The Company recorded net income for the three months ended June 30, 2026 of $1,783,000 or $0.21 perbasic and diluted share compared with net income of $4,052,000, or $0.47 per basic and diluted share, for the three months ended June 30, 2025.
Current wording
The Company recorded net income for the three months ended September 30, 2026 of $1,513,000 or $0.18 perbasic and $0.17 per diluted share compared with net income of $1,877,000, or $0.22 per basic and diluted share, for the three months ended September 30, 2025.
Previous wording
Comprehensive income totaled $2,355,000 for the three months ended June 30, 2026, compared to comprehensive income of $4,762,000 for the same period ended June 30, 2025. The decrease was primarily related to lower in net income of $2,269,000.
Current wording
Comprehensive loss totaled$266,000 for the three months ended September 30, 2026, compared to comprehensive income of $1,491,000 for the same period ended September 30, 2025. The decrease was primarily related to decrease in hedging activity of $1,393,000 and net income of $364,000.
Previous wording
Net revenue for the six months ended June 30, 2026 and 2025 totaled $121,312,000 and$140,686,000, respectively. Included in net revenue were tooling project revenue of $2,962,000 and $18,041,000 for the six months ended June 30, 2026 and 2025, respectively. Tooling project revenue are sporadic in nature and fluctuate in regard to scope and related revenue on a period-to-period basis. Product revenue, excluding tooling project revenue, for the six months ended June 30, 2026 were$118,350,000 compared to$122,645,000 for the same period in 2025. The decrease in revenue is primarily the result of lower demand from the medium and heavy-duty truck, including transitioning the Company's business with Volvo from existing programs that the Company currently supplies to new programs that the Company does not support, offset by increase demand in power sports market and new program launches. The Company's product revenue for the six months ended June 30, 2026 compared to the same period in 2025 by market are as follows (in thousands):
Current wording
Net revenue for the nine months ended September 30, 2026 and 2025 totaled $211,549,000 and$199,121,000, respectively. Included in net revenue were tooling project revenue of $28,370,000 and $22,298,000 for the nine months ended September 30, 2026 and 2025, respectively. Tooling project revenue are sporadic in nature and fluctuate in regard to scope and related revenue on a period-to-period basis. Product revenue, excluding tooling project revenue, for the nine months ended September 30, 2026 were$183,179,000 compared to$176,823,000 for the same period in 2025. The increase in revenue is primarily the result of higher demand in power sports and new program launches. The Company's product revenue for the nine months ended September 30, 2026 compared to the same period in 2025 by market are as follows (in thousands):
Previous wording
SG&A was$21,647,000 for the six months ended June 30, 2026, which included severance of $1,411,000 and Mexico expansion related expense of $3,404,000. Excluding severance and one-time portfolio optimization costs, SG&A cost for the six months ended June 30, 2026 totaled $16,832,000 compared to SG&A costs without severance costs and one-time portfolio optimization costs $16,865,000 for the same period in 2025. Decreased SG&A expenses resulted primarily from favorable foreign currency translation of $509,000, offset by labor and benefit of $652,000.
Current wording
SG&A was$33,440,000 for the nine months ended September 30, 2026, which included severance of $1,411,000 and Mexico expansion related expense and Portfolio Footprint Optimization related expense of $5,167,000. Excluding severance and one-time portfolio optimization costs, SG&A cost for the nine months ended September 30, 2026 totaled $26,862,000 compared to SG&A costs without severance costs and one-time portfolio optimization costs of $24,217,000 for the same period in 2025. Increased SG&A expenses resulted primarily from labor and benefit of $2,337,000.
Previous wording
Income tax expense for the six months ended June 30, 2026 is estimated to be$759,000, approximately 24.1% of income before income taxes. Income tax expense for the same period in 2025 was estimated to be $2,061,000, approximately 24.8% of income before income taxes. The Company’s effective tax rates reflect the effects of taxable income being generated in higher tax rate jurisdictions and the affect of one time nontaxable expenses.
Current wording
Income tax expense for the nine months ended September 30, 2026 is estimated to be $914,000, approximately 19.0% of income before income taxes. Income tax expense for the same period in 2025 was estimated to be $2,840,000, approximately 25.9% of income before income taxes. The Company’s effective tax rates reflect the impact of a net loss in higher tax rate countries due to the onetime Mexico expansion related expense.
Previous wording
The Company recorded net income for the six months ended June 30, 2026 of $2,388,000 or$0.28 perbasic share and $0.27 per diluted share, compared with net income of$6,235,000, or $0.73 per basic and $0.72 diluted share, for the same period in 2025.
Current wording
The Company recorded net income for the nine months ended September 30, 2026 of $3,901,000 or$0.45 perbasic share and diluted share, compared with net income of$8,112,000, or $0.95 per basic and $0.93 per diluted share, for the same period in 2025.
Previous wording
Comprehensive income totaled $2,978,000 for the sixmonths ended June 30, 2026, compared to comprehensive income of$7,823,000 for the same period in 2025. The decrease was primarily related to lower net income of $3,847,000.
Current wording
Comprehensive income totaled $2,712,000 for the nine months ended September 30, 2026, compared to comprehensive income of$9,314,000 for the same period in 2025. The decrease was primarily related to decrease in net income of $4,211,000 and hedging activity of$2,388,000.
Previous wording
Historically, the Company’s primary sources of funds have been cash generated from operating activities and borrowings from third parties. Primary cash requirements are for operating expenses, capital expenditures, repayments of debt, and acquisitions. The Company from time to time will enter into foreign exchange contracts and interest rate swaps to mitigate risk of foreign exchange and interest rate volatility. As of June 30, 2026, the Company had outstanding foreign exchange contracts with notional amounts totaling $53,700,000. As of June 30, 2026, the Company had outstanding interest rate swaps with notional amounts totaling $0.
Current wording
Historically, the Company’s primary sources of funds have been cash generated from operating activities and borrowings from third parties. Primary cash requirements are for operating expenses, capital expenditures, repayments of debt, and acquisitions. The Company from time to time will enter into foreign exchange contracts and interest rate swaps to mitigate risk of foreign exchange and interest rate volatility. As of September 30, 2026, the Company had outstanding foreign exchange contracts with notional amounts totaling $68,825,000.
Previous wording
Cash provided by operating activities for the six months ended June 30, 2026 totaled $7,070,000. Net income of $2,388,000 positively impacted operating cash flows. Non-cash deductions of depreciation and amortization, and share-based compensation included in net income amounted to $6,231,000 and $996,000, respectively. Increased working capital decreased cash provided by operating activities by $2,056,000. Higher working capital was primarily related to changes in accounts receivable, inventories, and prepaid assets offset by accounts payable and accrued liabilities.
Current wording
Cash provided by operating activities for the nine months ended September 30, 2026 totaled $3,370,000. Net income of $3,901,000 positively impacted operating cash flows. Non-cash deductions of depreciation and amortization, and share-based compensation included in net income amounted to $8,743,000 and $1,523,000, respectively. Increased working capital decreased cash provided by operating activities by $10,144,000. Higher working capital was primarily related to changes in prepaid assets, accounts receivable and inventories offset by accounts payable and accrued liabilities.
Previous wording
Cash used in investing activities for the six months ended June 30, 2026 was $12,082,000, which related to purchases of property, plant and equi pment. The Company anticipates spending approximately $25,000,000 to $30,000,000 during 2026 on property, plant and equipment purchases for all of the Company's operations. Included in the Company's anticipated spending in 2026 is approximately $18,000,000 to $20,000,000 for the Mexico expansion project. At June 30, 2026, purchase commitments for capital expenditures in progress were $8,319,000. The Company anticipates using cash from operations, its available revolving line of credit or its capex line to fund capital investments.
Current wording
Cash used in investing activities for the nine months ended September 30, 2026 was $19,698,000, which related to purchases of property, plant and equi pment. The Company anticipates spending approximately $28,000,000 to $30,000,000 during 2026 on property, plant and equipment purchases for all of the Company's operations. Included in the Company's anticipated spending in 2026 is approximately $18,000,000 to $20,000,000 for the Mexico expansion project. At September 30, 2026, purchase commitments for capital expenditures in progress were $7,544,377. The Company anticipates using cash from operations, its available revolving line of credit or its capex line to fund capital investments.
Previous wording
Cash used for financing activities for the six months ended June 30, 2026 totaled $20,912,000, which consisted of repayments of long-term debt of $19,843,000, the purchase of treasury stock of $612,000 in exchange for payment of taxes related to net shares settlements of equity awards and purchase of treasury stock of $457,000.
Current wording
Cash used for financing activities for the nine months ended September 30, 2026 totaled $16,293,000, which consisted of repayments of long-term debt of $19,843,000, purchase of treasury stock of $648,000, the purchase of treasury stock of $612,000 in exchange for payment of taxes related to net shares settlements of equity awards and net borrowings on the line of credit of $4,810,000.
Previous wording
At June 30, 2026, the Company had $12,134,000 cash on hand, a $25,000,000 revolving loan facility of which none is outstanding, and a $25,000,000 Capex loan facility with no outstanding balance.
Current wording
At September 30, 2026, the Company had $5,437,000 cash on hand, a $50,000,000 revolving loan facility of which none is outstanding, and a $50,000,000 delayed draw term loan with $4,810,000 outstanding.
Previous wording
On July 22, 2022, the Company entered into a credit agreement (as amended on March 7, 2024 and February 10, 2026 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 commitment, a CapEx loan commitment and a revolving loan commitment.
Current wording
On July 22, 2022, the Company entered into a credit agreement (as amended effective March 7, 2024, December 31, 2025, and July 2, 2026, 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 $100,000,000, comprised of two $50,000,000 commitments: a delayed draw term loan commitment and revolving loan commitment.
Previous wording
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%.
Current wording
ABR Loans bear interest at a per annum rate equal to ABR plus a margin of 225 to 300 basis points determined based on the Company's margin 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% annum; provided, that if ABR shall be less than 0.00%, then ABR shall be deemed to be 0.00%.
Previous wording
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%.
Current wording
SOFR Loans bear interest at a per annum rate equal to Daily Simple SOFR plus a margin of 125 to 200 basis points determined based on the Company’s margin leverage ratio, which is defined as consolidated funded indebtedness less unrestricted cash held with Huntington, divided by consolidated EBITDA for the most recently completed four fiscal quarters. As of the Third Amendment effective date, pricing was set at Level I. 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%.
Previous wording
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.
Current wording
The Company’s obligations under the Huntington Credit Agreement are secured by substantially all of its U.S. and Canadian assets, including its equity interests in its U.S. and Canadian subsidiaries and 65% of its equity interests in its Mexican subsidiaries, and are unconditionally guaranteed by certain subsidiaries of the Company.
Previous wording
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 which none was outstanding as of June 30, 2026 and December 31, 2025. Proceeds of the Huntington Capex Loan will be used to finance the ongoing capital expenditure needs of the Company.
Current wording
Pursuant to the terms of the Huntington Credit Agreement, Huntington made available to the Company a secured delayed draw loan commitment (the "Huntington Delayed Draw Loan") in the maximum aggregate principal amount of $50,000,000 of which none was outstanding as of September 30, 2026. Proceeds of the Huntington Delayed Draw Loan shall be used for the consummation of acquisitions permitted under the Huntington Credit Agreement.
Previous wording
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 the five-year period following the closing. The revolving loan commitment terminates, and all outstanding borrowings thereunder must be repaid on July 22, 2027.
Current wording
Pursuant to the terms of the Huntington Credit Agreement, Huntington provides for a revolving loan commitment (the “Huntington Revolving Loan”) in the maximum amount of $50,000,000, under which the Company may borrow at their option at any time during the five-year period following the closing of the Third Amendment (July 2, 2031). As of September 30, 2026, $4,810,000 million was outstanding and $45,190,000 was available under the revolving loan facility. No revolving loan borrowings were outstanding as of December 31, 2025. The revolving loan commitment terminates, and all outstanding borrowings thereunder must be repaid, on July 2, 2031.
Previous wording
The interest rate for the Huntington Revolving Loan was 5.42% and 5.46% as of June 30, 2026 and December 31, 2025, respectively.
Current wording
The interest rate for the Huntington Revolving Loan was 5.15% and 5.46% as of September 30, 2026, and December 31, 2025, respectively.