Core Molding (CMT) 10-Q 2020 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☑

QUARTERLY

REPORT PURSUANT TOSECTION 13OR 15(d) OFTHE SECURITIES EXCHANGEACT

OF

1934

For the quarterly period ended September

30, 2020

OR

☐

TRANSITION REPORT

PURSUANT TO SECTION13 OR15(d) OF THESECURITIES EXCHANGEACT

OF 1934

for the transition period from

To

Commission File Number

001-12505

CORE MOLDING TECHNOLOGIES, INC.

___________________________________________________________________________________

(Exact name of registrant as specified in its charter)

Delaware

31-1481870

(State or other jurisdiction

incorporation or organization)

(I.R.S. Employer Identification No.)

800 Manor Park Drive

,

Columbus

,

Ohio

43228-0183

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number,including area code (

614

)

870-5000

N/A

_______________________________________________________________

Former name, former address and former fiscal year, if changedsince last report.

Indicate by check mark whether the registrant (1)

has filed all reports required to be filed by Section

13 or 15(d) of the Securities

Exchange Act of 1934during the preceding12

months (or forsuch shorter periodthat the registrantwas required tofile such

reports), and (2)

has been subject to such filing requirements for the past 90

days.

Yes

☑

No

☐

Indicate by check markwhether the registrant hassubmitted electronically every InteractiveData File required tobe submitted

pursuant to Rule

405 of Regulation

S-T (§232.405of this chapter)during the preceding12

months (or forsuch shorter period

that the registrant was required to submit such files).

Yes

☑

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company. See definition of “accelerated filer,”“large accelerated filer,” and “smaller reporting company,” in Rule

12b-

2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☑

(Do not check if asmaller

reporting company)

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for

complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company as definedin Rule

12b-2 of the Exchange Act. Yes

☐

No

☑

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Trading Symbol

Common Stock, par value $0.01

NYSE American LLC

CMT

As ofNovember 6,2020, thelatest practicabledate,

8,496,655

shares ofthe registrant’scommon stockwere issued,which

includes

524,782

shares of unvested restricted common stock.

2

Table of Contents

3

4

5

6

8

9

27

34

35

36

36

36

36

37

37

37

38

39

3

Item 1. Financial Statements

Part I — Financial Information

Core Molding Technologies, Inc. and Subsidiaries

Consolidated Statements of Income (Loss)

(Unaudited)

Three months ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Net sales

$

59,873,000

$

74,655,000

$

161,705,000

$

228,168,000

Cost of sales

49,035,000

68,171,000

137,192,000

210,043,000

Gross margin

10,838,000

6,484,000

24,513,000

18,125,000

Selling, general and administrative expense

6,517,000

7,041,000

17,136,000

21,431,000

Goodwill impairment

0

4,100,000

0

4,100,000

Totalexpenses

6,517,000

11,141,000

17,136,000

25,531,000

Operating income (loss)

4,321,000

(4,657,000)

7,377,000

(7,406,000)

Other income and expense

Interest expense

966,000

1,113,000

3,338,000

2,878,000

Net periodic post-retirement benefit

(20,000)

(23,000)

(60,000)

(71,000)

Totalother expense

946,000

1,090,000

3,278,000

2,807,000

Income (loss) before taxes

3,375,000

(5,747,000)

4,099,000

(10,213,000)

Income tax expense (benefit)

32,000

378,000

(4,933,000)

(452,000)

Net income (loss)

$

3,343,000

$

(6,125,000)

$

9,032,000

$

(9,761,000)

Net income (loss) per common share:

Basic

$

0.39

$

(0.78)

$

1.07

$

(1.25)

Diluted

$

0.39

$

(0.78)

$

1.07

$

(1.25)

See notes to unaudited consolidated financial statements.

4

Core Molding Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

Three months ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Net income (loss)

$

3,343,000

$

(6,125,000)

$

9,032,000

$

(9,761,000)

Other comprehensive income (loss):

Foreign currency hedging derivatives:

Unrealized hedge gain (loss)

415,000

(254,000)

(456,000)

539,000

Income tax benefit (expense)

(88,000)

58,000

98,000

(144,000)

Interest rate swaps:

Unrealized hedge gain (loss)

172,000

(87,000)

(550,000)

(809,000)

Income tax benefit (expense)

(39,000)

20,000

125,000

184,000

Post retirement benefit plan adjustments:

Net actuarial gain

46,000

28,000

136,000

88,000

Prior service costs

(124,000)

(122,000)

(372,000)

(372,000)

Income tax benefit

17,000

20,000

50,000

60,000

Comprehensive income (loss)

$

3,742,000

$

(6,462,000)

$

8,063,000

$

(10,215,000)

See notes to unaudited consolidated financial statements.

5

Core Molding Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30,

2020

December 31,

(Unaudited)

2019

Assets:

Current assets:

Cash and cash equivalents

$

14,809,000

$

1,856,000

Accounts receivable, net

26,306,000

32,424,000

Inventories, net

15,233,000

21,682,000

Income tax receivable

2,657,000

652,000

Prepaid expenses and other current assets

3,688,000

4,611,000

Total current assets

62,693,000

61,225,000

Right of use asset

3,506,000

4,484,000

Property, plant and equipment,net

75,207,000

79,206,000

Goodwill

17,376,000

17,376,000

Intangibles, net

12,003,000

13,464,000

Other non-current assets

3,215,000

3,551,000

TotalAssets

$

174,000,000

$

179,306,000

Liabilities and Stockholders’ Equity:

Current liabilities:

Current portion of long-term debt

$

2,753,000

$

49,451,000

Accounts payable

17,949,000

19,910,000

Contract liabilities

2,745,000

3,698,000

Compensation and related benefits

6,450,000

5,515,000

Accrued other liabilities

7,101,000

5,260,000

Total current liabilities

36,998,000

83,834,000

Long-term debt

31,537,000

0

Other non-current liabilities

3,962,000

3,119,000

Post retirement benefits liability

7,974,000

7,927,000

TotalLiabilities

$

80,471,000

$

94,880,000

Commitments and Contingencies

0

0

Stockholders’ Equity:

Preferred stock — $0.01 par value, authorized shares — 10,000,000;no shares outstanding at

September 30, 2020 and December 31, 2019

0

0

Common stock — $0.01 par value, authorized shares – 20,000,000;outstanding shares: 7,971,873 at

September 30, 2020 and 7,877,945 at December 31, 2019

80,000

79,000

Paid-in capital

35,831,000

34,772,000

Accumulated other comprehensive income (loss), net of income taxes

401,000

1,370,000

Treasury stock - at cost, 3,810,929at September 30, 2020 and 3,806,355 at December 31, 2019

(28,521,000)

(28,501,000)

Retained earnings

85,738,000

76,706,000

TotalStockholders’ Equity

93,529,000

84,426,000

TotalLiabilities and Stockholders’ Equity

$

174,000,000

$

179,306,000

See notes to unaudited consolidated financial statements.

6

Core Molding Technologies, Inc. and Subsidiaries

Consolidated Statement of Stockholders’Equity

(Unaudited)

For the three months ended September

30, 2019:

Common Stock

Outstanding

Accumulated

Other

Total

Paid-In

Comprehensive

Treasury

Retained

Stockholders'

Shares

Amount

Capital

Income

Stock

Earnings

Equity

Balance at June 30, 2019

7,854,736

$

79,000

$

34,074,000

$

2,001,000

$

(28,463,000)

$

88,293,000

$

95,984,000

Net loss

(6,125,000)

(6,125,000)

Change in post retirement

benefits, net of tax benefit

of $20,000

(75,000)

(75,000)

Unrealized foreign currency

hedge loss, net of tax

benefit of $58,000

(196,000)

(196,000)

Change in interest rate

swaps, net of tax benefit

of $20,000

(67,000)

(67,000)

Share-based compensation

398,000

398,000

Balance at September 30,

2019

7,854,736

$

79,000

$

34,472,000

$

1,663,000

$

(28,463,000)

$

82,168,000

$

89,919,000

For the nine months ended September

30, 2019:

Common Stock

Outstanding

Accumulated

Other

Total

Paid-In

Comprehensive

Treasury

Retained

Stockholders'

Shares

Amount

Capital

Income

Stock

Earnings

Equity

Balance at December 31,

2018

7,776,164

$

78,000

$

33,208,000

$

2,117,000

$

(28,403,000)

$

91,929,000

$

98,929,000

Net loss

(9,761,000)

(9,761,000)

Change in post retirement

benefits, net of tax

benefit of $60,000

(225,000)

(225,000)

Unrealized foreign currency

hedge gain, net of tax of

$144,000

396,000

396,000

Change in interest rate

swaps, net of tax benefit

of $184,000

(625,000)

(625,000)

Purchase of treasury stock

(7,744)

(60,000)

(60,000)

Restricted stock vested

86,316

1,000

1,000

Share-based compensation

1,264,000

1,264,000

Balance at September 30,

2019

7,854,736

$

79,000

$

34,472,000

$

1,663,000

$

(28,463,000)

$

82,168,000

$

89,919,000

7

For the three months ended September

30, 2020:

Common Stock

Outstanding

Accumulated

Other

Total

Paid-In

Comprehensive

Treasury

Retained

Stockholders'

Shares

Amount

Capital

Income

Stock

Earnings

Equity

Balance at June 30, 2020

7,965,289

$

80,000

$

35,476,000

$

2,000

$

(28,501,000)

$

82,395,000

$

89,452,000

Net income

3,343,000

3,343,000

Change in post retirement

benefits, net of tax

benefit of $17,000

(61,000)

(61,000)

Unrealized foreign currency

hedge gain, net of tax

of $88,000

327,000

327,000

Change in interest rate

swaps, net of tax

of $39,000

133,000

133,000

Purchase of treasury stock

(4,574)

(20,000)

(20,000)

Restricted stock vested

11,158

Share-based compensation

355,000

355,000

Balance at September 30,

2020

7,971,873

$

80,000

$

35,831,000

$

401,000

$

(28,521,000)

$

85,738,000

$

93,529,000

For the nine months ended September

30, 2020:

Common Stock

Outstanding

Accumulated

Other

Total

Paid-In

Comprehensive

Treasury

Retained

Stockholders'

Shares

Amount

Capital

Income

Stock

Earnings

Equity

Balance at December 31, 2019

7,877,945

$

79,000

$

34,772,000

$

1,370,000

$

(28,501,000)

$

76,706,000

$

84,426,000

Net income

9,032,000

9,032,000

Change in post retirement

benefits, net of tax

benefit of $50,000

(186,000)

(187,000)

Unrealized foreign currency

hedge loss, net of tax

benefit of $98,000

(358,000)

(358,000)

Change in interest rate

swaps, net of tax benefit

of $125,000

(425,000)

(424,000)

Purchase of treasury stock

(4,574)

(20,000)

(20,000)

Restricted stock vested

98,502

1,000

1,000

Share-based compensation

1,059,000

1,059,000

Balance at September 30,

2020

7,971,873

$

80,000

$

35,831,000

$

401,000

$

(28,521,000)

$

85,738,000

$

93,529,000

See notes to unaudited consolidated financial statements.

8

Core Molding Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended

September 30,

2020

2019

Cash flows from operating activities:

Net income (loss)

$

9,032,000

$

(9,761,000)

Adjustments to reconcile net income (loss) to net cash providedby operating activities:

Depreciation and amortization

8,425,000

7,700,000

Deferred income tax

517,000

(632,000)

Goodwill impairment

—

4,100,000

Share-based compensation

1,059,000

1,264,000

Losses (gains) on foreign currency translation

203,000

(22,000)

Change in operating assets and liabilities:

Accounts receivable

6,118,000

(378,000)

Inventories

6,449,000

2,352,000

Prepaid and other assets

(747,000)

1,900,000

Accounts payable

(2,053,000)

(2,505,000)

Accrued and other liabilities

2,238,000

253,000

Post retirement benefits liability

(189,000)

(298,000)

Net cash provided by operating activities

31,052,000

3,973,000

Cash flows from investing activities:

Purchase of property, plantand equipment

(2,716,000)

(6,280,000)

Net cash used in investing activities

(2,716,000)

(6,280,000)

Cash flows from financing activities:

Gross repayments on revolving line of credit

(59,356,000)

(148,679,000)

Gross borrowings on revolving line of credit

47,349,000

152,121,000

Proceeds from term loan

175,000

0

Payment of principal on term loans

(3,391,000)

(2,532,000)

Payment of deferred loan costs

(140,000)

(434,000)

Payments related to the purchase of treasury stock

(20,000)

(60,000)

Net cash provided by (used in) financing activities

(15,383,000)

416,000

Net change in cash and cash equivalents

12,953,000

(1,891,000)

Cash and cash equivalents at beginning of period

1,856,000

1,891,000

Cash and cash equivalents at end of period

$

14,809,000

$

—

Cash paid for:

Interest

$

3,523,000

$

2,706,000

Income taxes

$

467,000

$

1,160,000

Non-cash investing activities:

Fixed asset purchases in accounts payable

$

146,000

$

429,000

See notes to unaudited consolidated financial statements.

9

Core Molding Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidatedfinancial statements have beenprepared in accordance with theinstructions to Form

10-Q and include all of the information and disclosures required by accounting principles generally accepted inthe United States

of America forinterim reporting,which are lessthan thoserequired forannual reporting.In the opinionof management, the

accompanying unauditedconsolidated financialstatements containall adjustments(all ofwhich arenormal andrecurring in

nature) necessary to present fairly the financial position of Core Molding Technologies, Inc. and its subsidiaries (“CoreMolding

Technologies” or the “Company”) at September

30, 2020, and the results of operations and cash flows for the nine monthsended

September

30, 2020. The Company has reclassified certain prior-year amounts to conform to the current-year's presentation. The

“Notes toConsolidated FinancialStatements”contained inthe Company'sAnnual Reporton Form10-K forthe yearended

December

31, 2019, should be read in conjunction with these consolidated financial statements.

Core MoldingTechnologies andits subsidiariesoperate inthe compositesmarket asone operatingsegment asa molderof

thermoplastic and thermosetstructural products. TheCompany's operating segmentconsists of twocomponent reporting units,

Core Traditional and Horizon Plastics. The Company produces andsells molded products for varied markets, includingmedium

and heavy-duty trucks, automobiles, marine, construction and other commercialmarkets. The Company offers customers a wide

range of manufacturing processes to fit variousprogram volume and investment requirements.These processes include

compression molding of sheetmolding compound ("SMC"), bulkmolding compounds ("BMC"), resintransfer molding ("RTM"),

liquid molding of dicyclopentadiene("DCPD"), spray-up and hand-lay-up,glass mat thermoplastics ("GMT"),direct long-fiber

thermoplastics ("D-LFT") and structural foam and structural web injection molding ("SIM"). Core Molding Technologies has its

headquarters inColumbus, Ohio,and operatesseven productionfacilities inColumbus andBatavia, Ohio;Gaffney, South

Carolina; Winona,Minnesota; Matamorosand Escobedo,Mexico; andCobourg, Ontario,Canada. All productionfacilities

produce structural composite products.

2. CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparationof financialstatements inconformity withaccounting principlesgenerally acceptedin theUnited Statesof

America requiresmanagement tomake estimatesand assumptionsthat affectthe reportedamounts ofassets andliabilities,

disclosures of contingent assetsand liabilities, and reportedamounts of revenues andexpenses during thereporting period. On

an on-going basis,management evaluatesits estimatesand judgments.Management basesits estimatesand judgmentson

historical experience and on various other factors that are believed to be reasonable under thecircumstances, the results of which

form the basisfor making judgmentsabout the carryingvalue of assetsand liabilities thatare not readilyapparent from other

sources. Actual results may differ from these estimates, dueto the uncertainty around the magnitude and duration of the COVID-

19 pandemic, as well as other factors.

Management believes the followingcritical accounting policies, amongothers, affect its moresignificant judgments and estimates

used in the preparation of its consolidated financial statements.

Going Concern:

Under FASB ASU 2014-15, “Presentation of Financial Statements - Going Concern,”management is required

to evaluate conditions or events as related to uncertainties that raise substantial doubt about the Company’s ability to continue as

a going concern andto provide related financial disclosures,as applicable. Asof September 30, 2020, theCompany was in default

under theCompany's Amended andRestated CreditAgreement, datedJanuary 16,2018 (the“A/R CreditAgreement”), with

KeyBank National Association as theadministrative agent (the"Administrative Agent") and various otherfinancial institutions

thereto aslenders (the"Lenders") asdiscussed inNote 11,“Debt”. As aresult ofthe default,the Lendersrequested thatthe

Company seek alternative financing, which caused uncertainty about the Company’s future liquidity and raised substantial doubt

about the Company’s ability tocontinue as a going concern.

10

On October27, 2020,the Companyentered intoa creditagreement anda mastersecurity agreement(the “Refinancing

Agreements”) with Wells Fargo Bank, National Association and FGIEquipment Finance LLC, respectively, as discussed in Note

16, “SubsequentEvents”, andrepaid allof itsobligations underthe A/R CreditAgreement. Managementbelieves thatthe

Refinancing Agreements will provide sufficient liquidity to sustain theCompany’s needs forthe next 12 months. The closing of

the Refinancing Agreements alleviated the substantial doubt about the Company’s ability tocontinue as a going concern prior to

the filing date of our Form 10-Q, see Note 16, “Subsequent Events”.

Revenue Recognition:

The Companyrecognizes revenuefrom twostreams, productrevenue andtooling revenue.Product

revenue is earned from the manufactureand sale of sheet molding compound andthermoset and thermoplastic products. Revenue

from product sales isgenerally recognized asproducts are shipped,as the Company transferstitle and riskof ownership tothe

customer and is entitledto payment. In limitedcircumstances, the Company recognizes revenuefrom product sales whenproducts

are produced and the customer takes title and risk of ownershipat the Company's production facility.

Tooling revenue is earned from manufacturing tools, molds and assembly equipment as part of a tooling program for a customer.

Given that theCompany is providinga significant serviceof producing highlyinterdependent componentparts of thetooling

program, each toolingprogram consists ofa single performanceobligation to providethe customer the capabilityto produce a

single product. Basedon the arrangementwith the customer,the Company recognizesrevenue either ata point intime or over

time. When the Company doesnot have an enforceable rightto payment, the Company recognizestooling revenue at apoint in

time. In such cases,the Company recognizesrevenue upon customeracceptance, which iswhen the customer haslegal title to

the tools.

Certain tooling programsinclude an enforceableright to payment.In those cases,the Company recognizesrevenue over time

based on the extent ofprogress towards completion ofits performance obligation. TheCompany uses a cost-to-cost measure of

progress for suchcontracts because itbest depicts thetransfer of valueto the customerand also correlateswith the amountof

consideration to which theentity expects to beentitled in exchangefor transferring thepromised goods or servicesto 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 thetotal estimatedcosts atcompletion ofthe performanceobligation. Revenuesare recordedproportionally ascosts are

incurred.

Accounts Receivable Allowances:

Management maintains allowances fordoubtful accounts for estimatedlosses resulting from

the inabilityof itscustomers tomake requiredpayments. Ifthe financialcondition ofthe Company’s customerswere to

deteriorate, resulting in an impairmentof their ability to makepayments, additional allowances maybe required. The Company

recorded an allowance for doubtful accountsof $

130,000

and $

50,000

at September

30, 2020 and December

31, 2019,

respectively.

Management also records anallowance for estimated customerchargebacks for returns, pricediscounts and adjustments, premium

freight and expediting costs and customerproduction line disruption costs resulting fromlate deliveries. Attimes, customers have

asserted a rightto significant productionline disruption chargesto recover damagesas a resultof late delivery.The Company

typically workswith its customersto minimizedisruption charges,validate damagesand negotiateresolution. TheCompany

records accrualsfor customerchargebacks whena validcharge isprobable andthe amountof thecharge canbe reasonably

estimated. Shouldcustomer chargebacksfluctuate fromthe estimatedamounts, additionalallowances maybe necessary.The

Company reduced accounts receivable for chargebacks by $

105,000

at September

30, 2020 and $

476,000

at December

31, 2019.

Inventories:

Inventories, whichinclude material,labor andmanufacturing overhead,are valuedat thelower ofcost ornet

realizable value.The inventoriesare accountedfor using thefirst-in, first-out (FIFO)

method ofdetermining inventorycosts.

Inventory quantitieson-hand areregularly reviewed,and wherenecessary, provisionsfor excessand obsoleteinventory are

recorded basedon historicaland anticipatedusage. TheCompany hasrecorded anallowance forslow movingand obsolete

inventory of $

726,000

at September

30, 2020 and $

898,000

at December

31, 2019.

11

Contract Assets/Liabilities:

Contract assets and liabilitiesrepresent the net cumulativecustomer billings, vendorpayments and

revenue recognizedfor toolingprograms. Fortooling programswhere netrevenue recognizedand vendorpayments exceed

customer billings, theCompany recognizes acontract asset. Fortooling programs wherenet customer billingsexceed revenue

recognized and vendor payments, the Company recognizes a contract liability. Customer paymentterms vary by contract and can

range from progresspayments based onwork performed orone single paymentonce the contractis completed. TheCompany

has recordedcontract assetsof $

343,000

at September

30, 2020,and $

888,000

at December

31, 2019.Contract assetsare

generally classified as current within prepaid expenses and other current assets on the Consolidated Balance Sheets. For the nine

months endedSeptember

30, 2020,the Companyrecognized

0

impairments oncontract assets.For thenine monthsended

September 30,2020, theCompany recognized$

5,710,000

amount ofrevenue fromcontract liabilitiesrelated toopen jobs

outstanding as of December 31, 2019.

Income Taxes:

The Company’s ConsolidatedBalance Sheets include anet non-current deferredtax asset of $

2,026,000

for the

Canadian and Mexicantax jurisdictions anda net non-currentdeferred tax liabilityof $

517,000

for the U.S.tax jurisdiction at

September 30, 2020. The Company evaluates the balance ofdeferred tax assets that will be realized based on thepremise that the

Company ismore likelythan notto realizedeferred taxbenefits throughthe generationof futuretaxable income.For more

information, refer toNote 12, "IncomeTaxes", of theNotes to ConsolidatedFinancial Statements containedin the Company's

Annual Report on Form 10-K for the year ended December31, 2019.

Derivative Instruments:

Derivative instrumentsare utilizedto manage exposureto fluctuationsin foreign currencyexchange

rates and interestrates on longterm debt obligations.All derivative instrumentsare formally documentedas cash flowhedges

and are recordedat fair value ateach reporting period.Gains and lossesrelated to currencyforward contracts andinterest rate

swaps aredeferred andrecorded asa componentof Accumulated OtherComprehensive Income(Loss) inthe Consolidated

Statement of Stockholders' Equityand then subsequentlyrecognized in theConsolidated Statement ofIncome (Loss) when the

hedged item affectsnet income. The ineffectiveportion of thechange in fairvalue of a hedge,if any, is recognizedin income.

For additional information on derivative instruments, see Note14, "Fair Value of Financial Instruments".

Long-Lived Assets:

Long-lived assetsconsist primarilyof property,plant andequipment anddefinite-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 businessenvironment. The Companyevaluates whether impairmentexists for property,plant and equipmenton

the basis of undiscounted expected future cash flows fromoperations before interest. There was

0

impairment of the Company's

long-lived assets for the nine months ended September

30, 2020 or September

30, 2019.

Goodwill and Other Intangibles:

The Company evaluates goodwill annually on December

31

to determine whether impairment

exists, orat interimperiods ifan indicatorof possibleimpairment exists.As aresult ofthe HorizonPlastics acquisitionon

January

16, 2018and the statusof its integration,the Company established

2

reporting units,Core Traditional andHorizon

Plastics.The annual impairmenttests of goodwillmay be completedthrough qualitativeassessments, howeverthe Company

may elect to bypass the qualitative assessment and proceed directly to aquantitative impairment test for any reporting unit in any

period. The Company may resume the qualitative assessment for any reportingunit in any subsequent period.

Due to the Company'sfinancial performance and continued depressedstock price, the Companyperformed a quantitative analysis

for both of its reporting units at September 30, 2019. During 2019, the Company incurred a loss of margin in its Horizon Plastics

reporting unit caused by selling price decreases that the Companyhas not been able to fully offset with material cost reductions.

As a result of the quantitativeanalysis, the Company concludedthat the carrying value ofHorizon Plastics was greater thanthe

fair value, which resultedin a goodwill impairmentcharge of $

4,100,000

at September 30, 2019 representing

19

% of the goodwill

related to the Horizon Plastics reporting unit.

There were noindicators of impairmentfor thenine months endedSeptember 30, 2020that would triggeradditional analysis;

however, shouldthe Companyexperience aprolonged suspensionof operationsdue toCOVID-19, theCompany mayincur

goodwill and intangible impairment charges in the future.

12

Self-Insurance:

The Company is self-insured with respect to its Columbus and Batavia, Ohio, Gaffney, SouthCarolina, Winona,

Minnesota and Brownsville,Texas medical, dentaland vision claimsand Columbus andBatavia, Ohio workers’ compensation

claims, all ofwhich are subjectto stop-loss insurancethresholds. The Companyis also self-insured for dentaland vision with

respect to its Cobourg, Canada location. The Company has recorded an estimatedliability for self-insured medical, dental, vision

and worker’scompensation claimsincurred butnot reported atSeptember

30, 2020and December

31, 2019of $

807,000

and

$

1,203,000

respectively.

Post-retirement Benefits:

Management records an accrualfor post-retirement costs associated withthe health care plansponsored

by CoreMolding Technologies.Should actualresults differfrom theassumptions usedto determinethe reserves,additional

provisions may be required. In particular, increases in future healthcare costs abovethe assumptions could have an adverse effect

on Core Molding Technologies’operations. The effect of achange in healthcare costs isdescribed in Note 13, "PostRetirement

Benefits", of the Notesto Consolidated FinancialStatements contained inthe Company's Annual Reporton Form 10-Kfor the

year endedDecember

31, 2019.Core MoldingTechnologies hada liabilityfor postretirement healthcarebenefits basedon

actuarially computed estimates of $

9,207,000

at September

30, 2020 and $

9,160,000

at December

31, 2019.

Government Subsidies

:

The Companyreceived $

25,000

and $

1,416,000

in governmentsubsidies duringthe threeand nine

months endedSeptember 30,2020. TheCompany accountedfor government subsidies inaccordance with International

Accounting Standards 20, Accountingfor Government Grants and Disclosure ofGovernment Assistance. The Companyrecorded

the assistance inselling, generaland administrative expensesand determined thatthere is reasonableassurance all conditions

attached tothe assistancewere metand thegrants wouldbe received.The governmentsubsidies consistedof theCanadian

Emergency WageSubsidy,Employee RetentionCredit underthe CaresAct andthe SharedWork Programsof Ohio,South

Carolina and Minnesota.

3. RECENT ACCOUNTING PRONOUNCEMENTS

Current expected credit loss (CECL)

In June 2016, the FASBissued ASU 2016-13, “Financial Instruments-Credit Losses,” which changesthe impairment model for

most financial assetsand certain otherinstruments. For tradeand other receivables,held-to-maturity debt securities,loans and

other instruments, entities willbe required to usea new forward-looking “expectedloss” model that willreplace today’s “incurred

loss” model and generally will result inthe earlier recognition of allowances for losses. Foravailable-for-sale debt securities with

unrealized losses,entities willmeasure creditlosses ina mannersimilar tocurrent practice,except thatthe losseswill be

recognized as an allowance.Subsequent to issuing ASU 2016-13, the FASB issuedASU 2018-19, “Codification Improvements

to Topic 326, Financial Instruments- Credit Losses,” forthe purpose of clarifyingcertain aspects of ASU 2016-13. ASU 2018-

19 hasthe sameeffective dateand transitionrequirements asASU 2016-13. InApril 2019,the FASBissued ASU 2019-04,

“Codification Improvements to Topic 326, Financial Instruments - Credit Losses,Topic 815, Derivatives and Hedging, and Topic

825, Financial Instruments,”which is effectivewith the adoptionof ASU 2016-13. InMay 2019, theFASB issued ASU 2019-

05, “Financial Instruments - Credit Losses (Topic 326),” which isalso effective with the adoption of ASU2016-13. In November

2019, the FASB voted to delay the implementation date for certain companies, including those that qualify as a smaller reporting

company under SEC rules, until fiscal years beginningafter December 15, 2022. We will adoptthis ASU on its effective date of

January 1, 2023.We do notexpect the adoptionof this ASU tohave a materialimpact on ourconsolidated financialposition,

results of operations, cash flows, or presentation thereof.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issuedASU 2019-12, Income Taxes –Simplifying the Accounting for IncomeTaxes. This guidance

is intended tosimplify various aspectsof income taxaccounting including theelimination of certainexceptions relatedto the

approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of

deferred taxliabilities foroutside basisdifferences. Thenew guidance alsosimplifies aspectsof the accountingfor franchise

taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis

of goodwill. The Company adoptedthe new standard effective January1, 2020 during the thirdquarter with no material impact

13

on our consolidated financial statements. Adoption of this guidance requires certain changes to primarily be made prospectively,

with some changes to be made retrospectively.

Facilitation of the Effects of Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform onFinancial Reporting

(Topic 848). The ASU provides optional expedients and exceptions for applying GAAPto transactions affected by reference rate

(e.g., LIBOR) reformif certain criteriaare met, fora limited periodof time toease the potentialburden in accountingfor (or

recognizing theeffects of)reference ratereform onfinancial reporting.The ASU iseffective asof March12, 2020through

December 31, 2022.We will evaluatetransactions or contractmodifications occurring asa result ofreference rate reformand

determine whether to apply the optional guidance on an ongoing basis.

4. NET INCOME (LOSS) PER COMMON SHARE

The following tablesets forth thecomputation of basicand diluted earningsper share usingthe two-class methodfor amounts

attributable to the Company'scommon shares. The Companyuses the two-class methodto calculate basic anddiluted earnings

per share as a result of outstanding participating securities in the form ofrestricted stock awards.

Three months ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Net income (loss)

$

3,343,000

$

(6,125,000)

$

9,032,000

$

(9,761,000)

Less: net income allocated to participating securities

206,000

—

558,000

—

Net income (loss) available to common shareholders

$

3,137,000

$

(6,125,000)

$

8,474,000

$

(9,761,000)

Weighted average commonshares outstanding — basic

7,969,000

7,851,000

7,922,000

7,804,000

Effect of dilutive securities

—

—

—

—

Weighted average commonand potentially issuable

common shares outstanding — diluted

7,969,000

7,851,000

7,922,000

7,804,000

Basic net income (loss) per common share

$

0.39

$

(0.78)

$

1.07

$

(1.25)

Diluted net income (loss) per common share

$

0.39

$

(0.78)

$

1.07

$

(1.25)

14

5. MAJOR CUSTOMERS

The Companyhad fivemajor customersduring thenine monthsended September30, 2020,Universal ForestProducts, Inc.

(“UFP”), Navistar, Inc. (“Navistar”), PACCAR, Inc. (“PACCAR”), VolvoGroup North America, LLC (“Volvo”), and BRP,Inc.

(“BRP”). Major customers are definedas customers whose sales individuallyconsist of more thanten percent of totalsales during

any annual or interim reporting period in thecurrent year. The loss of asignificant portion of sales to these customerswould have

a material adverse effect on the business of the Company.

The following tablepresents sales revenuefor the above-mentioned customers forthe three andnine months endedSeptember

30, 2020 and 2019:

Three months ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

UFP product sales

$

12,188,000

$

6,751,000

$

30,659,000

$

22,076,000

UFP tooling sales

0

0

0

0

Total UFP sales

12,188,000

6,751,000

30,659,000

22,076,000

Navistar product sales

8,065,000

15,115,000

25,231,000

46,411,000

Navistar tooling sales

5,198,000

145,000

6,384,000

927,000

Total Navistar sales

13,263,000

15,260,000

31,615,000

47,338,000

PACCAR productsales

8,268,000

11,532,000

19,383,000

35,779,000

PACCAR toolingsales

179,000

165,000

386,000

1,325,000

Total PACCARsales

8,447,000

11,697,000

19,769,000

37,104,000

Volvoproduct sales

4,907,000

11,117,000

14,647,000

40,213,000

Volvotooling sales

38,000

61,000

2,186,000

200,000

Total Volvosales

4,945,000

11,178,000

16,833,000

40,413,000

BRP product sales

4,240,000

3,116,000

13,693,000

11,287,000

BRP tooling sales

175,000

2,502,000

508,000

3,358,000

Total BRP sales

4,415,000

5,618,000

14,201,000

14,645,000

Other product sales

16,572,000

19,880,000

48,406,000

58,637,000

Other tooling sales

43,000

4,271,000

222,000

7,955,000

Total other sales

16,615,000

24,151,000

48,628,000

66,592,000

Total product sales

54,240,000

67,511,000

152,019,000

214,403,000

Total tooling sales

5,633,000

7,144,000

9,686,000

13,765,000

Total sales

$

59,873,000

$

74,655,000

$

161,705,000

$

228,168,000

6. INVENTORY

Inventories, net consisted of the following:

September 30, 2020

December 31, 2019

Raw materials

$

9,871,000

$

13,041,000

Work in process

1,536,000

1,818,000

Finished goods

3,826,000

6,823,000

Total

$

15,233,000

$

21,682,000

15

Inventory quantitieson-hand areregularly reviewed,and wherenecessary, provisionsfor excessand obsoleteinventory are

recorded based on historical and anticipated usage.

7. LEASES

The Company has operating leaseswith fixed payment terms forcertain buildings and warehouses.The Company's leases have

remaining leaseterms ofless than

one year

to

four years

, someof whichinclude optionsto extendthe leasefor

five years

.

Operating leasesare includedin operatinglease right-of-use ("ROU")assets, accruedother liabilitiesand othernon-current

liabilities in theConsolidated Balance Sheets.ROU assets representour right touse an underlying assetfor the leaseterm and

lease liabilities represent our obligation to make lease payments arisingfrom the lease.

The Company used the applicable incrementalborrowing rate at implementation date tomeasure lease liabilities and ROUassets.

The incremental borrowing rate used bythe Company was based on baseline ratesand adjusted by the credit spreads

commensurate withthe Company’s securedborrowing rate.At each reportingperiod whenthere isa new leaseinitiated, the

Company will utilizeits incremental borrowingrate to performlease classificationtests onlease components andto measure

ROU assets and lease liabilities.

The components of lease expense were as follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Operating lease cost

$

357,000

$

358,000

$

1,072,000

$

1,073,000

Total net lease cost

$

357,000

$

358,000

$

1,072,000

$

1,073,000

Other supplemental balance sheet information related to leases was asfollows:

September 30, 2020

December 31, 2019

Operating leases:

Operating lease right of use assets

$

3,506,000

$

4,484,000

Total operating lease right ofuse assets

$

3,506,000

$

4,484,000

Current operating lease liabilities

(A)

$

843,000

$

1,304,000

Noncurrent operating lease liabilities

(B)

2,602,000

3,119,000

Total operating lease liabilities

$

3,445,000

$

4,423,000

Weighted average remaininglease term (in years):

Operating leases

3.5

4.0

Weighted average discountrate:

Operating leases

5.0

%

4.9

%

16

(A)

Current operating lease liabilities are included in

accrued other liabilities

on the Consolidated Balance Sheets.

(B)

Noncurrent operatinglease liabilitiesare includedin

other non-current liabilities

on theConsolidated Balance

Sheets.

Other information related to leases were as follows:

Nine Months Ended

September 30,

2020

2019

Cash paid for amounts included in the measurementof lease liabilities

Operating cash flows from operating leases

(C)

$

1,072,000

$

1,073,000

(C)

Cash flow from operating lease included in prepaid and other assetson the Consolidated Statements of Cash Flows.

As of September

30, 2020, maturities of lease liabilities were as follows:

Operating Leases

2020 (remainder of year)

$

358,000

2021

1,174,000

2022

1,102,000

2023

1,000,000

2024

530,000

Total lease payments

4,164,000

Less: imputed interest

(719,000)

Total lease obligations

3,445,000

Less: current obligations

(843,000)

Long-term lease obligations

$

2,602,000

As of December

31, 2019, maturities of lease liabilities were as follows:

Operating Leases

2020

$

1,433,000

2021

1,174,000

2022

1,102,000

2023

1,000,000

2024

530,000

Total lease payments

5,239,000

Less: imputed interest

(816,000)

Total lease obligations

4,423,000

Less: current obligations

(1,304,000)

Long-term lease obligations

$

3,119,000

17

8. PROPERTY, PLANT & EQUIPMENT

Property, plant and equipment, net consisted of the following forthe periods specified:

September 30, 2020

December 31, 2019

Property, plant and equipment

$

173,644,000

$

170,881,000

Accumulated depreciation

(98,437,000)

(91,675,000)

Property, plant and equipment— net

$

75,207,000

$

79,206,000

Property, plant, and equipment are recorded at cost, unlessobtained through acquisition, then assets are recorded at estimated fair

value at the dateof acquisition. Depreciation isprovided on a straight-line method over theestimated useful lives ofthe assets.

The carrying amount of long-lived assets is evaluatedannually to determine if an adjustment tothe depreciation period or to the

unamortized balanceis warranted. Depreciationexpense forthe threemonths endedSeptember 30,2020 and2019 was

$2,273,000 and$1,977,000, respectively. Depreciationexpense for thenine months endedSeptember 30,2020 and 2019was

$6,764,000 and $5,115,000,respectively. Amounts invested in capitaladditions in progress were$1,858,000 and $1,615,000at

September 30, 2020and December 31,2019, respectively. AtSeptember 30, 2020and December 31,2019, purchase

commitments for capital expenditures in progress were $338,000and $336,000, respectively.

9. GOODWILL AND INTANGIBLES

Goodwill activity for the nine months ended September

30, 2020 consisted of the following:

Balance at December 31, 2019

$

17,376,000

Additions

—

Impairment

—

Balance at September 30, 2020

$

17,376,000

Intangibles, net at September

30, 2020 were comprised of the following:

Definite-lived Intangible Assets

Amortization Period

Gross Carrying

Amount

Accumulated

Amortization

Net Carrying

Amount

Trade name

25 Years

$

250,000

$

(56,000)

$

194,000

Trademarks

10 Years

1,610,000

(435,000)

1,175,000

Non-competition agreement

5 Years

1,810,000

(981,000)

829,000

Developed technology

7 Years

4,420,000

(1,709,000)

2,711,000

Customer relationships

10-12 Years

9,330,000

(2,236,000)

7,094,000

Total

$

17,420,000

$

(5,417,000)

$

12,003,000

The aggregate intangibleasset amortization expensewas $487,000 forthe three monthsended September 30,2020 and 2019.

The aggregate intangible asset amortization expense was $1,461,000for the nine months ended September 30, 2020 and 2019.

Intangibles, net at December

31, 2019 were comprised of the following:

18

Definite-lived Intangible Assets

Amortization Period

Gross Carrying

Amount

Accumulated

Amortization

Net Carrying

Amount

Trade name

25 Years

$

250,000

$

(48,000)

$

202,000

Trademarks

10 Years

1,610,000

(315,000)

1,295,000

Non-competition agreement

5 Years

1,810,000

(709,000)

1,101,000

Developed technology

7 Years

4,420,000

(1,237,000)

3,183,000

Customer relationships

10-12 Years

9,330,000

(1,647,000)

7,683,000

Total

$

17,420,000

$

(3,956,000)

$

13,464,000

10. POST RETIREMENT BENEFITS

The components of expense for the Company’s post-retirementbenefit plans for the three and nine months ended September

30,

2020 and 2019 are as follows:

Three months ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Pension expense:

Multi-employer plan

$

157,000

$

270,000

$

549,000

$

732,000

Defined contribution plan

258,000

364,000

766,000

950,000

Total pension expense

415,000

634,000

1,315,000

1,682,000

Health and life insurance:

Interest cost

59,000

72,000

177,000

216,000

Amortization of prior service costs

(124,000)

(125,000)

(372,000)

(375,000)

Amortization of net loss

45,000

30,000

135,000

88,000

Net periodic benefit cost

(20,000)

(23,000)

(60,000)

(71,000)

Total post retirement benefitsexpense

$

395,000

$

611,000

$

1,255,000

$

1,611,000

The Company madepayments of $1,518,000to pension plansand $131,000for post-retirement healthcareand life insurance

during the ninemonths endedSeptember 30,2020. For theremainder of 2020,the Company expectsto make approximately

$276,000 of pension plan payments,of which $98,000 was accruedat September 30, 2020. The Companyalso expects to make

approximately $1,102,000 of post-retirement healthcare and life insurance paymentsfor the remainder of 2020, all ofwhich were

accrued at September 30, 2020.

19

11. DEBT

Debt consists of the following:

September 30,

December 31,

2020

2019

Term loans, interest at a variablerate (8.0% at September 30, 2020 and 6.30% at

December 31, 2019) with monthly payments of interest and quarterlypayments of

principal through January 2023

$

34,875,000

$

38,250,000

Revolving loans, interest at a variable rate(8.0% at September 30, 2020 and 6.04% at

December 31, 2019)

0

12,008,000

Term loan, interest at afixed rate (5.5% at September 30, 2020) with monthly payments

of interest and principal through April 2025

160,000

0

Total

35,035,000

50,258,000

Less deferred loan costs

(745,000)

(807,000)

Less current portion

(2,753,000)

(49,451,000)

Long-term debt

$

31,537,000

$

0

Credit Agreement

On January 16, 2018, the Company entered into an Amended andRestated Credit Agreement (the "A/R Credit Agreement")with

KeyBank National Association as administrative agent and various financial institutions party thereto as lenders (the "Lenders").

Pursuant to the termsof the A/RCredit Agreement (i)the Company may borrowrevolving loans in theaggregate principal amount

of up to$40,000,000 (the “US Revolving Loans”)from the Lendersand term loansin the aggregateprincipal amount ofup to

$32,000,000 fromthe Lenders,(ii) the Company'swholly-owned subsidiary,Horizon PlasticsInternational, Inc.,(the

"Subsidiary") mayborrow revolvingloans inan aggregateprincipal amountof upto $10,000,000from theLenders (which

revolving loans shallreduce the availabilityof the USRevolving Loans tothe Company ona dollar-for-dollar basis) andterm

loans in anaggregate principalamount of upto $13,000,000from the Lenders,(iii) theCompany obtaineda Letter ofCredit

Commitment of $250,000, of which $160,000 has been issued and (iv) the Company repaid the outstanding term loan balance of

$6,750,000. The A/R Credit Agreement is secured by a guarantee of each U.S. and Canadian subsidiary of theCompany, and by

a lien on substantially all of the presentand future assets of the Company and itsU.S. and Canadian subsidiaries, except that only

65% of the stock issued by Corecomposites de Mexico, S. deR.L. de C.V. has been pledged.

Concurrent with theclosing ofthe A/R CreditAgreement the Companyborrowed the$32,000,000 termloan and$2,000,000

from the U.S. RevolvingLoan and the Subsidiary borrowedthe $13,000,000 term loanand $2,500,000 from revolvingloans to

provide $49,500,000 of funding for the acquisition of Horizon Plastics.Interest is payable monthly at one month LIBORplus a

basis point margin of 700 basis points with a LIBOR floor of 100basis points.

During 2019, the Company and the Lenders acknowledged and confirmed that an event of default occurred under the A/R Credit

Agreement resulting fromthe Borrowers failureto maintain therequired Fixed ChargeCoverage Ratio (asdefined in theA/R

Credit Agreement).On November 22,2019, the Company andthe Lenders enteredinto a forbearance agreement(the

"Forbearance Agreement"), whichwas amended twice,first on March13, 2020(the "Amended ForbearanceAgreement") and

then on May 29, 2020 (the “Second Amended Forbearance Agreement”).

The Second Amended Forbearance Agreementprovided that the Company and the Lenders agreed to modify certain terms of the

Amended ForbearanceAgreement andextend theForbearance Agreementthrough September30, 2020.The modifications

include (1) that the Company will maintain liquidity of not less than $5,000,000, to be measured twice monthly, on every second

and fourth Friday of each monthduring the forbearance period, (2)the Company shall maintain minimum year-to-dateearnings

before incometax, depreciationand amortization(“YTD-EBITDA”) ofnot lessthan $5,000,000,measured upon deliveryof

Company’s July2020 financial statementsand also upon deliveryof Company’sAugust 2020 financialstatements, with YTD-

20

EBITDA determined based onconsolidated EBITDA,(3) a changeof interest rateto LIBOR rateplus 700 basispoints with a

LIBOR floor of100 basis points,(4) on orbefore July 15,2020 the Borrowersshall have obtainedexecuted term sheetsfrom

involved parties and/or lenders, (5) on or before September 30, 2020, the Borrowers shall have closed on a new capital structure,

(6) forbearing compliance with the leverage covenantand fixed charge covenant through September30, 2020, and (7)

implementation of a capital expenditure spend limit of $3,000,000for the nine months ended September 30, 2020.

The Company has unblockedmaximum availability of$20,000,000 of variablerate revolving loans ofwhich $0 is outstanding

as of September 30, 2020.

On April 24, 2020the Company enteredinto a financeagreement with LeafCapital Funding of$175,000 for equipment.The

parties agreedto a fixedinterest rateof 5.5%and a termof 60months. The amountoutstanding atSeptember 30,2020 was

$160,000 of which, $127,000 was classified as long term debt.

On October 27, 2020, the Company entered intothe Refinancing Agreements, as defined inNote 2, “Critical Accounting Policies

and Estimates”, and repaidall of itsobligations underthe A/R CreditAgreement. Managementbelieves thatthe Refinancing

Agreements willprovide sufficientliquidity tosustain theCompany’s needsfor thenext 12months. Theclosing ofthe

Refinancing Agreements alleviated the substantial doubt about the Company’s ability tocontinue as a going concern prior to the

filing date of our Form 10-Q, see Note 16, “SubsequentEvent”. The Company, therefore,classified its debt between short-term

and long-term in accordance with the A/R Credit Agreement.

Interest Rate Swaps

The Companyentered intotwo interestrate swapagreements thatbecame effectiveJanuary 18,2018 andcontinue through

January 2023, one of which was designatedas a cash flow hedge for $25,000,000of the $32,000,000 term loan to the Company

mentioned above and the otherdesignated as a cash flowhedge for $10,000,000 of the$13,000,000 term loan to theSubsidiary

mentioned above. Underthese agreements, theCompany will paya fixed rateof approximately 2.49%to the counterpartyand

receives 30day LIBORfor both cashflow hedges. Thefair value ofthe interestrate swapwas a liabilityof $1,255,000and

$706,000 atSeptember 30,2020 andDecember 31,2019, respectively.On October27, 2020,concurrent withthe Company

entering into the Refinancing Agreements,both interest rate swap agreement wereterminated, see Note 16, “Subsequent Events”.

12. INCOME TAXES

The Company’sConsolidated Balance Sheetsinclude a netnon-current deferred taxasset of $2,026,000for the Canadianand

Mexican tax jurisdictionsand a net non-current deferred tax liabilityof $517,000 for theU.S. tax jurisdiction atSeptember 30,

2020. The Company evaluatesthe balance of deferredtax assets that will berealized based on thepremise that the Companyis

more likely than not torealize deferred tax benefitsthrough the generation offuture taxable income. As of September30, 2020

and December31, 2019,the Company hadno liabilityfor unrecognizedtax benefits.The Companydoes notanticipate that

unrecognized tax benefits will significantly change within thenext twelve months.

Income tax benefit forthe nine months endedSeptember 30, 2020 isestimated to be $4,933,000,approximately 120.3% of income

before income taxes.The effective taxrate for 2020reflects recording netoperating losses inU.S. jurisdictions atthe tax rate,

34%, which will be applied when the Company carries 2020 losses backto previous years.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in response to the

COVID-19 pandemic, andamong other things,provides tax reliefto businesses. Taxprovisions of theCARES Act include the

deferral of certain payrolltaxes, relief for retainingemployees, and otherprovisions, including allowingnet operating losses to

be carried back five yearsversus an indefinite carryforward.The Company has filed withthe Internal Revenue Serviceto carry

back net operating losses incurred in2018 and 2019 under this newlaw, resulting in an income taxrefund of $6,155,000 of which

all has been collectedas of September 30,2020. An income tax benefitof $5,638,000 wasrealized in the firstquarter of 2020.

The income tax benefit consists of the reversal of the full valuation allowance against net deferred tax assets in the United States

for approximately $3,267,000.The income taxbenefit alsoconsists of arate benefit of$2,371,000 basedon the lossesbeing

21

carried back toyears where theCompany paid taxat 34% comparedto the valuationof the lossesbeing recordedat the 21%

current U.S. statutory tax rate.

The Company files incometax returns in the U.S.,Mexico, Canada and variousstate jurisdictions. The Company isnot subject

to U.S. federal andstate income tax examinationsby tax authorities foryears prior to 2016,not subject to Mexicanincome tax

examinations by Mexican authoritiesfor years prior to2014 and notsubject to Canadian taxexaminations by Canadian authorities

for years prior to 2018.

13. STOCK BASED COMPENSATION

The Company hasa Long TermEquity Incentive Plan(the “2006 Plan”),as approved bythe Company’sstockholders in May

2006 and as amended inMay 2015. The 2006 Planallows for grants to directorsand employees of non-qualified stock options,

incentive stock options,stock appreciationrights, restrictedstock, performance shares,performance unitsand otherincentive

awards (“StockAwards”) upto anaggregate of3,000,000 awards,each representinga rightto buya shareof CoreMolding

Technologies common stock. Stock Awards can be granted under the 2006 Plan through the earlier of December 31, 2025, or the

date the maximum number of available awards under the 2006Plan have been granted.

Restricted Stock

The Companygrants sharesof itscommon stockto certaindirectors, officers,key managersand employees inthe formof unvested

stock and units(“Restricted Stock”). Theseawards are recorded atthe market valueof the Company's commonstock on thedate

of issuance andamortized ratably ascompensation expense overthe applicable vestingperiod, whichis typically threeyears. The

Company adjusts compensation expense for actual forfeitures, asthey occur.

The following summarizes the status ofRestricted Stock and changes during the ninemonths ended September 30, 2020:

Weighted Average

Number of

Grant Date

Shares

Fair Value

Unvested balance at December 31, 2019

343,919

$

9.37

Granted

287,750

4.62

Vested

(98,502)

10.37

Forfeited

(8,385)

13.72

Unvested balance at September 30, 2020

524,782

$

6.46

At September30, 2020and 2019,there was$1,928,000 and$2,377,000, respectively,of totalunrecognized compensation

expense, relatedto RestrictedStock grantedunder the2006 Plan.That costis expectedto berecognized overthe weighted-

average period of 2.3 years. Total compensationcost related to restricted stock grantsfor the three months ended September 30,

2020 and 2019 was$319,000 and $350,000, respectively,all of whichwas recorded to selling,general and administrative expense.

Total compensation cost related to restricted stock grants for the nine months ended September 30, 2020 and 2019 was $968,000

and $1,121,000, respectively, all of which was recordedto selling, general and administrative expense

During thenine monthsended September30, 2020and 2019,employees surrendered4,574 sharesand 7,744shares ofthe

Company's common stock to satisfy income tax withholding obligationsin connection with the vesting of restricted awards.

Stock Appreciation Rights

As part of the Company's 2019 annual grant, StockAppreciation Rights ("SARs") were grantedwith a grant price of $10. These

awards have a contractual term of five years and vest ratably overa period of three years or immediately vest if the recipientis

over 65 years of age. Theseawards are valued using the Black-Scholes option pricing model.

A summaryof the Company's stock appreciation rights activity for the nine months ended September30, 2020 is as follows:

22

Weighted Average

Number of

Grant Date

Shares

Fair Value

Outstanding as of December 31, 2019

222,112

$

2.57

Granted

0

0

Exercised

0

0

Forfeited

(27,266)

2.57

Outstanding at end of the period ended September 30, 2020

194,846

$

2.57

Exercisable at end of the period ended September 30, 2020

84,300

$

2.57

The averageremaining contractualterm forthose SARsoutstanding atSeptember 30,2020 is3.6 years,with noaggregate

intrinsic value.At September30,2020 and2019, therewas $225,000 and$435,000, respectively,of totalunrecognized

compensation expense, net ofestimated forfeitures, related toSARs. Total compensation costrelated to SARs forthe three months

ended September 30,2020 and 2019was $36,000 and$42,000, respectively, allof which wasrecorded to selling,general and

administrative expense. Total compensationcost related toSARs for the ninemonths ended September 30,2020 and 2019 was

$91,000 and$145,000, respectively,all ofwhich wasrecorded toselling, generaland administrativeexpense. Thatcost is

expected to be recognized over the weighted- average periodof 1.6 years.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value isdefined as theprice that wouldbe received tosell an assetor paid totransfer a liabilityin a transactionbetween

market participantsas ofthe measurementdate. Fairvalue ismeasured usingthe fairvalue hierarchyand relatedvaluation

methodologies asdefined inthe authoritativeliterature. Thisguidance providesa fairvalue frameworkthat requiresthe

categorization of assets and liabilities into threelevels based upon the assumptions (inputs)used to price the assets or liabilities.

Level 1 provides the most reliable measure of fair value, whereasLevel 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 similarinstruments in activemarkets, quoted pricesfor identical or similarinstruments in

markets thatare notactive andmodel-derived valuations,in whichall significantinputs areobservable in

active markets.

Level 3 -

Significant unobservableinputs reflecting management'sown assumptions aboutthe inputs usedin pricing

the asset or liability.

The Company’s financialinstruments consist of cash and cash equivalents,accounts receivable, accounts payable, debt,interest

rate swaps and foreigncurrency derivatives. Cash and cashequivalents, accounts receivable and accounts payablecarrying values

as ofSeptember 30,2020 andDecember 31,2019 approximatefair valuedue tothe short-term maturitiesof thesefinancial

instruments. The carrying amounts of long-term debt and the revolving line of creditapproximate fair value as of September 30,

2020 and December 31, 2019 due to the short term nature of the underlying variable rate LIBOR agreements. The Company had

Level 2 fairvalue measurements atSeptember 30, 2020and December 31,2019 relating tothe Company’sinterest rate swaps

and foreign currency derivatives.

Derivative and hedging activities

Foreign Currency Derivatives

The Company conducted businessin foreign countriesand paid certain expensesin foreign currencies; therefore,the Company

was exposedto foreigncurrency exchangerisk betweenthe U.S.Dollar andforeign currencies,which couldimpact the

23

Company’s operating incomeand cash flows. To mitigate risk associated with foreigncurrency exchange, the Company entered

into forward contracts to exchange a fixedamount of U.S. Dollars for afixed amount of foreign currency, which willbe used to

fund future foreign currency cash flows. Atinception, all forward contracts are formally documented as cashflow hedges and are

measured at fair value each reporting period.

Derivatives are formallyassessed both atinception and atleast quarterly thereafter,to ensure thatderivatives used inhedging

transactions are highly effective in offsetting changes in cash flows ofthe hedged item. If it is determined that aderivative ceases

to bea highlyeffective hedge,or ifthe anticipatedtransaction isno longerprobable ofoccurring, hedgeaccounting is

discontinued, andany futuremark-to-market adjustmentsare recognizedin earnings.The effectiveportion ofgain orloss is

reported in other comprehensive incomeand the ineffective portionis reported in earnings. The impactsof these contracts were

largely offsetby gains andlosses resultingfrom the impactof changes inexchange rateson transactionsdenominated inthe

foreign currency. As of September

30, 2020, the Company had no ineffective portion relatedto the cash flow hedges.

Interest Rate Swaps

The Companyentered intointerest rateswap contractsto fixthe interestrate onan initialaggregate amountof $35,000,000

thereby reducing exposureto interestrate changes.The interestrate swap paysa fixed rateof 2.49%to the counterpartyand

receives 30 day LIBOR forboth cash flow hedges.At inception, all interest rateswaps were formally documentedas cash flow

hedges and are measured at fair value each reporting period.See Note 11, "Debt", for additional information.

Financial statements impacts

The following tables detail amounts related to our derivatives designatedas hedging instruments:

Fair Valueof Derivative Instruments

September 30, 2020

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Foreign exchange contracts

Prepaid expenses other current assets

$

—

Accrued other liabilities

$

4,000

Notional contract values

$

—

$

51,000

Interest rate swaps

Prepaid expenses other current assets

$

—

Accrued other liabilities

$

1,255,000

Notional swap values

$

—

$

27,125,000

December 31, 2019

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Foreign exchange contracts

Prepaid expenses other current assets

$

452,000

Accrued other liabilities

$

—

Notional contract values

$

15,358,000

$

—

Interest rate swaps

Prepaid expenses other current assets

$

—

Accrued other liabilities

$

706,000

Notional swap values

$

—

$

29,750,000

24

The following tablessummarize theamount of unrealizedand realized gain(loss) recognizedin Accumulated Other

Comprehensive Income (Loss) ("AOCI") for the three months endedSeptember 30, 2020 and 2019:

Amount of Unrealized

Derivatives in

Gain (Loss) Recognized

Location of Gain (Loss)

Amount of Realized Gain

subtopic 815-20

in Accumulated Other

Reclassified from

(Loss) Reclassified from

Cash Flow Hedging

Comprehensive Income (Loss) on

Accumulated Other

Accumulated Other

Relationship

Derivative

Comprehensive Income (Loss)

(A)

Comprehensive Income (Loss)

2020

2019

2020

2019

Foreign exchange

contracts

$

668,000

$

(192,000)

Cost of goods sold

$

(219,000)

$

55,000

Selling, general and

administrative expense

$

(33,000)

$

8,000

Interest rate swaps

$

321,000

$

(101,000)

Interest expense

$

(149,000)

$

(14,000)

(A)

The foreign currency derivativeactivity reclassified from Accumulated OtherComprehensive Income (Loss) isallocated

to cost of goods sold and selling, general and administrativeexpense based on the percentage of foreign currency spend.

The following tablessummarize theamount of unrealizedand realized gain(loss) recognizedin Accumulated Other

Comprehensive Income (Loss) ("AOCI") for the nine monthsended September 30, 2020 and 2019:

Amount of Unrealized

Derivatives in

Gain (Loss) Recognized

Location of Gain (Loss)

Amount of Realized Gain

subtopic 815-20

in Accumulated Other

Reclassified from

or (Loss) Reclassified from

Cash Flow Hedging

Comprehensive Income (Loss)

on

Accumulated Other

Accumulated Other

Relationship

Derivative

Comprehensive Income (Loss)

(A)

Comprehensive Income (Loss)

2020

2019

2020

2019

Foreign exchange

contracts

$

135,000

$

649,000

Cost of goods sold

$

(525,000)

$

110,000

Selling, general and

administrative expense

$

(67,000)

$

—

Interest rate swaps

$

(206,000)

$

(823,000)

Interest expense

$

(343,000)

$

(13,000)

(A)

The foreign currency derivativeactivity reclassified from Accumulated OtherComprehensive Income (Loss) isallocated

to cost of goods sold and selling, general and administrativeexpense based on the percentage of foreign currency spend.

25

15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents changes in AccumulatedOther Comprehensive Income (Loss), net of tax, forthe nine months ended

September

30, 2020 and 2019:

Accumulated

Derivative

Post Retirement

Other

Hedging

Benefit Plan

Comprehensive

2019:

Activities

Items

(A)

Income (Loss)

Balance at December 31, 2018

$

(612,000)

$

2,729,000

$

2,117,000

Other comprehensive loss before

reclassifications

(174,000)

—

(174,000)

Amounts reclassified from accumulated

other comprehensive income (loss)

(96,000)

(284,000)

(380,000)

Income tax benefit

40,000

60,000

100,000

Balance at September 30, 2019

$

(842,000)

$

2,505,000

$

1,663,000

2020:

Balance at December 31, 2019

$

(191,000)

$

1,561,000

$

1,370,000

Other comprehensive loss before

reclassifications

(71,000)

—

(71,000)

Amounts reclassified from accumulated

other comprehensive income (loss)

(935,000)

(236,000)

(1,171,000)

Income tax benefit

223,000

50,000

273,000

Balance at September 30, 2020

$

(974,000)

$

1,375,000

$

401,000

(A)

The effect of post-retirement benefit items reclassified from Accumulated Other Comprehensive Income (Loss) is included in

other income and expense on the Consolidated Statementsof Income (Loss). These Accumulated Other ComprehensiveIncome

(Loss) componentsare includedin the computationof netperiodic benefitcost (seeNote 10,"Post RetirementBenefits" for

additional details). The tax effectof post-retirement benefit itemsreclassified from Accumulated OtherComprehensive Income

(Loss) is included in income tax expense on the ConsolidatedStatements of Income (Loss).

16.SUBSEQUENT EVENTS

26

Credit Refinancing

On

October 27, 2020

, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National

Association, as administrativeagent, lead arrangerand book runner,and the lendersparty thereto (the“Lenders”). Pursuant to

the terms of theCredit Agreement, the Lenders madeavailable to the Companysecured loans (the “Wells Fargo Loans”) in the

maximum aggregate principalamount of $

43,500,000

, consisting of(i) a revolvingloan commitment of$

25,000,000

(approximately $

8,745,000

of which wasadvanced tothe Company onOctober 28,2020) and (ii)term loan commitmentsof

$

18,500,000

($

16,790,000

of which wasadvanced tothe Companyon October28, 2020).Such revolvingloan commitment

terminates, and all outstanding borrowings thereunder must be repaid, on

October 27, 2024

, and such term loans are to be repaid

in

monthly

installments with the remaining outstanding balance due on

October 27, 2024

, in each case subject to certain optional

and mandatory repaymentterms.The Company’sobligations underthe Credit Agreementand the Loansare unconditionally

guaranteed by eachof the Company’s U.S. andCanadian subsidiaries, with suchobligations of the Companyand such subsidiaries

being secured by a lien on substantiallyall of their U.S. and Canadian assets.Interest is payable monthly and is basedon either

LIBOR Rate orBase Rate, asdefined by theCredit Agreement, at thediscretion of theCompany. As of October28, 2020, the

revolving loan was based on the

Base Rate

resulting in a rate of

4.75

% and the term loan was based on the

LIBOR Rate

resulting

in a rate of

3.75

%.

In connectionwith the funding of the Wells Fargo Loans, FGI Equipment Finance LLC advanced to the Company, pursuant to a

Master Security Agreement, dated as of

October 27, 2020

(the “Security Agreement”), among FGI Equipment Finance LLC, the

Company as debtor,and each of CoreComposites Corporation andCC HPM, S. deR.L. de C.V.as a guarantor,a term loan in

the principalamount of$

13,200,000

(the “FGIEFLoan”), whichloan issecured bycertain assetsof theCompany andthe

guarantors located in Mexico.Interest is payable

monthly

at a fixed rate of

8.25

%.

The proceeds of the Wells Fargo Loans and the FGIEF Loans wereused in part to repay all existing outstanding indebtednessof

the Company owingto KeyBankNational Association, andto pay certainfees and expensesassociated withthe transactions

contemplated by theCredit Agreement and theSecurity Agreement, and willbe used tofinance the ongoinggeneral corporate

needs of the Company.

Concurrent with the closing of the CreditAgreement and the Master Security Agreement, the Company settled bothoutstanding

interest rate swaps, which resulted in a lossand cash outflow of $

1,253,000

, recorded in interest expense and operating activities,

respectively. TheCompany alsorecorded lossesof $

605,000

from writingoff outstandingdeferred loancosts relatedto the

Amended A/R Credit Agreement.

Facility Closure

On November 5, 2020 the Company announced it will close the manufacturing facility located in Batavia, Ohio in 2021. The

Company has begun working with customers to relocate the business into other Core locations or to third parties.

Revenue from

the facility accounts for less than

5

% of the Company's total revenues and the Company anticipatesapproximately half of those

revenues will transition to other Core locations. The Company anticipates shutdowncosts to consist of severance cost, moving

and production testing and recertification costs and asset impairmentcharges. Management has determined the costs relatedto

the closure of the manufacturing facility located in Batavia, Ohio tobe immaterial to the Company’sconsolidated financial

statements.

27

Part I — Financial Information

Management’s Discussion and Analysis of Financial Condition and Results ofOperations

Item 2.Management’s Discussion and Analysisof Financial Condition and Results of Operations

This Management'sDiscussion andAnalysis ofFinancial Conditionand Resultsof Operationscontains forward-looking

statements withinthe meaning of the federal securitieslaws. As a general matter,forward-looking statements arethose focused

upon future plans,objectives orperformance asopposed tohistorical itemsand includestatements ofanticipated events

or trends and expectations and beliefsrelating tomatters nothistorical innature. Suchforward-looking statementsinvolve known

and unknown risks and aresubject to uncertainties and factorsrelating to CoreMolding Technologies' operations and business

environment, allof which are difficultto predict andmany of whichare beyond Core MoldingTechnologies' control. Words

such as“may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,”“potential,” “continue,” “expect,” “intend,”

“plans,” “projects,”“believes,” “estimates,” “encouraged,” “confident” and similar expressions are used to identify these

forward-looking statements.These uncertainties and factorscould cause Core MoldingTechnologies' actual results todiffer

materially from those matters expressedin or implied by such forward-lookingstatements.

Core MoldingTechnologies believesthat thefollowing factors,among others,could affectits futureperformance andcause actual

results todiffer materially fromthose expressedor implied byforward-looking statementsmade in thisreport: businessconditions

in the plastics, transportation, marine andcommercial productindustries (including changes in demand for truck production);

federal and state regulations (including engine emission regulations); general economic, social, regulatory (including foreign

trade policy) andpolitical environments in thecountries in whichCore Molding Technologies operates;the adverse impact

of coronavirus (COVID-19) global pandemic on ourbusiness, resultsof operations, financial position,liquidity or cashflow, as

well asimpact on customersand supply chains;safety and securityconditions in Mexicoand Canada; dependence uponcertain

major customersas the primary source ofCore Molding Technologies’ salesrevenues; efforts of CoreMolding Technologies to

expand itscustomer base;the abilityto developnew andinnovative productsand todiversify markets,materials andprocesses and

increase operational enhancements; theactions of competitors,customers, and suppliers;failure ofCore MoldingTechnologies’

suppliers to perform their obligations; the availability of raw materials; inflationary pressures; newtechnologies; regulatory

matters; laborrelations; laboravailability; theloss orinability ofCore MoldingTechnologies toattract and retainkey personnel;

the Company'sability to successfullyidentify, evaluate andmanage potential acquisitionsand to benefitfrom and properly

integrate any completedacquisitions; federal, state and local environmental laws and regulations; the availability of capital;

the abilityof Core MoldingTechnologies to provide on-timedelivery to customers,which may require additionalshipping

expenses toensure on-time deliveryor otherwiseresult inlate feesand othercustomer charges; riskof cancellationor

rescheduling of orders; management’s decisionto pursue new products or businesses which involve additional costs, risks or

capital expenditures;inadequate insurance coverageto protect against potentialhazards; equipment andmachinery failure;

product liability andwarranty claims;and otherrisks identified fromtime totime inCore MoldingTechnologies’ other

public documents onfile with theSecurities and ExchangeCommission, including those described in Item 1A of the Annual

Report on Form 10-K for the yearended December 31, 2019.

28

Description of the Company

Core Molding Technologiesand itssubsidiaries operate inthe compositesmarket asone operating segment asa molderof

thermoplastic and thermoset structural products. The Company'soperating segment consists of two component reportingunits,

Core Traditional and Horizon Plastics. The Company offers customers a widerange of manufacturing processes to fitvarious

program volumeand investmentrequirements. Theseprocesses includecompression moldingof sheetmolding compound

("SMC"), bulk molding compounds("BMC"), resin transfer molding("RTM"), liquid moldingof dicyclopentadiene ("DCPD"),

spray-up andhand-lay-up, glass matthermoplastics ("GMT"), directlong-fiber thermoplastics ("D-LFT")and structuralfoam and

structural web injection molding ("SIM"). Core Molding Technologiesserves a wide variety of markets, including the medium

and heavy-dutytruck, marine,automotive, agriculture,construction, andother commercialproducts. Thedemand for Core

Molding Technologies’ productsis affected by economic conditions in the United States, Mexico, and Canada. CoreMolding

Technologies’ manufacturingoperations havea significant fixedcost component.Accordingly, during periodsof changing

demand, theprofitability of CoreMolding Technologies’ operations may changeproportionately morethan revenues from

operations.

In 1996, CoreMolding Technologiesacquired substantially allof the assetsand assumed certain liabilitiesof Columbus Plastics,

a wholly owned operating unit of Navistar’s truck manufacturing division since its formation in late 1980. Columbus Plastics,

located in Columbus, Ohio, was a compounder and compression molderof SMC. In 1998, Core Molding Technologies began

operations at its secondfacility in Gaffney,South Carolina, and in2001, Core Molding Technologiesadded a production facility

in Matamoros, Mexicoby acquiringcertain assetsof Airshield Corporation.As aresult ofthis acquisition,Core Molding

Technologies expanded its fiberglass molding capabilities to include the spray up, hand-lay-up open mold processes and RTM

closed molding. In2005, Core MoldingTechnologies acquired certainassets of theCincinnati Fiberglass Divisionof Diversified

Glass, Inc.,a Batavia,Ohio-based, privatelyheld manufacturerand distributorof fiberglassreinforced plasticcomponents supplied

primarily tothe heavy-dutytruck market.In 2009,the Companycompleted constructionof anew productionfacility inMatamoros,

Mexico that replaced itsleased facility. InMarch 2015, the Companyacquired substantially allof the assets ofCPI Binani, Inc.,

a wholly ownedsubsidiary of BinaniIndustries Limited, located inWinona, Minnesota ("CPI"),which expanded theCompany's

process capabilities to include D-LFT and diversified the customer base. In January 2018, theCompany acquired substantially

all theassets ofHorizon Plastics,which hasmanufacturing operationsin Cobourg,Ontario andEscobedo, Mexico.This

acquisition expandedthe Company's customer base, geographicfootprint, and process capabilities toinclude structural foam

and structural web molding.

Business Overview

General

The Company’s businessand operating results aredirectly affected bychanges in overallcustomer demand, operational costsand

performance and leverage of our fixed costand selling, general and administrative ("SG&A") infrastructure.

Product sales fluctuate inresponse to severalfactors including manythat are beyondthe Company’s control,such as general

economic conditions, interestrates, government regulations,consumer spending, laboravailability, andour customers’ production

rates and inventorylevels. Product sales consistof demand fromcustomers in manydifferent markets with differentlevels of

cyclicality and seasonality. Product sales from the Company's largest market, the North Americantruck market, which is highly

cyclical, accounted for42% and 60%of the Company’s productrevenue for thenine months endedSeptember 30, 2020and

2019, respectively.

Operating performance is dependent on theCompany’s ability to manage changes in inputcosts for items such as rawmaterials,

labor, and overhead operating costs. Performanceis also affected by manufacturing efficiencies,including items such as on time

delivery, quality, scrap, and productivity.Market factors of supply and demandcan impact operating costs.In periods of rapid

increases or decreases in customer demand, theCompany is required to ramp operations activityup or down quickly which may

impact manufacturing efficiencies more thanin periods of steady demand.

Operating performance isalso dependenton the Company’sability to effectivelylaunch new customerprograms, which are

typically extremely complexin nature. Thestart of productionof a newprogram is theresult of aprocess of developingnew molds

and assembly equipment,validation testing, manufacturingprocess design, developmentand testing, alongwith trainingand often

hiring employees. Meeting thetargeted levels ofmanufacturing efficiency fornew programs usuallyoccurs overtime as the

29

Company gains experiencewith new toolsand processes. Therefore,during a newprogram launch period,start-up costs and

inefficiencies can affectoperating results.

Nine Months Ended September

30, 2020

Product sales for thenine months ended September30, 2020 decreased 29%compared to the sameperiod in 2019. Operating

income increased from a loss of $7,406,000 to income of $7,377,000 for the nine months ended September 30, 2020compared

to the same perioda year ago. Lower demandfrom our customersas a resultof a cyclicaldownturn in thetruck market and

the negativeeffect ofCOVID-19 on mostcustomer demand werethe primary driversof the salesdecrease. The increasein

operating income was largely dueto improved manufacturing efficienciesand cost savingsat several ofthe Company's facilities.

The Company also incurred lower operating and SG&A costs.

For the nine monthsended September 30, 2020,product sales to truckcustomers decreased by 45%compared to the sameperiod

in 2019, asa result of acyclical downturn inthe truck market anddemand deterioration related toCOVID-19. Accordingto ACT

Research, NorthAmerican heavy-duty truck productiondecreased approximately 47%for the nine monthsended September 30,

2020 compared to the same period in 2019.

For the nine months ended September30, 2020, the Company recorded net income of$9,032 ,000 or$1.07 per basic and diluted

share, comparedwith net loss of $9,761,000,or ($1.25) perbasic and diluted sharefor the nine monthsended September 30,

2019. Net income in2020 was favorably impactedby $5,638,000, or $0.69per share, as a result ofa tax valuation allowance

reversal and a tax rate benefitdue to tax law changes thatallow the Company to carryback net operating losses tooffset taxable

income in 2013 through2015 and the tax rate change of 21% to 34%.

Looking forward, the Company anticipates lower product sales for 2020 when compared to 2019, due to the negative impact of

customer shutdownsas aresult ofCOVID-19 andlower demandfrom truckcustomers. Basedon customerforecasts, the

Company anticipates product sales demand to be down slightly for the three months ended December 31, 2020 when compared

to the same period ended December 31, 2019

Results of Operations

Three Months Ended September

30, 2020, as Compared to Three Months Ended September

30, 2019

Net sales for the three months ended September 30, 2020and 2019 totaled $59,873,000 and $74,655,000, respectively. Included

in net sales weretooling project sales of$5,663,000 and $7,144,000for the three months endedSeptember 30, 2020 and2019,

respectively. These sales are sporadicin nature and fluctuate inregard to scope andrelated revenue on a period-to-period basis.

Product sales, excludingtooling project sales,for the threemonths ended September30, 2020were $54,240,000 comparedto

$67,511,000 for the same period in 2019. This decreasein sales isprimarily the resultof lower demandfrom truck and marine

customers partiallyoffset by higherdemand from customersin the constructionand all-terrainvehicle market.

Gross margin wasapproximately 18.1%of sales forthe three monthsended September 30,2020, compared with8.7% for the

three months ended September 30, 2019.The gross margin percentage increase was due to a favorable net change in product mix

and productivity efficiency of 11.9%, offset by an increase insales return of 2.0% and lower leverage of fixed costs of 1.0%.

Selling, general andadministrative expense (“SG&A”) was$6,517,000 for the threemonths ended September 30,2020, compared

to $7,041,000for thethree monthsended September30, 2019.Decreased SG&Aexpenses resultedprimarily fromlower

professional and outside service expenses of $272,000 andtravel expenses of $157,000.

The Company incurred a goodwill impairment of$4,100,000 associated with its Horizon Plasticsreporting unit during the three

months ended September 30, 2019.The Company incurred lower profit marginsin its Horizon Plastics reporting unitcaused by

selling price decreases that the Company had not been able tofully offset with material cost reductions.

30

Interest expense totaled$966,000 for thethree months endedSeptember 30, 2020,compared to interest expenseof $1,113,000

for the threemonths ended September30, 2019. The decreasein interest expense wasdue to alower average outstandingdebt

balance, offset by higher interest rates during the three months ended September 30, 2020, when compared to the same periodin

2019.

Income tax expense forthe three months endedSeptember 30, 2020 was1.0% of incomebefore income taxes,and income tax

for the three months ended September 30,2019 was 6.6% of loss before income taxes. The Company’s effective tax rates reflect

the effects of taxableincome andtaxable losses being generated in tax jurisdictions with different tax rates.The effective tax rate

for 2020 reflects recording netoperating losses in US jurisdictionsat the tax rate whichwill be applied whenthe Company carries

2020 losses back to previous tax years.

The Company recorded net income for the three months ended September 30,2020 of $3,343,000 or $0.39 per basic and diluted

share, compared witha net loss of$6,125,000, or $0.78per basic anddiluted share, forthe three months endedSeptember 30,

2019.

Comprehensive income totaled

$3,742,000 for the threemonths ended September 30,2020, compared to

comprehensive losses

of $6,462,000

for the same period ended September 30, 2019. The increase was primarily related to an increase in net income of

$9,468,000 and a change in unrealized foreign currency hedges of $523,000, net of tax.

Nine Months Ended September

30, 2020, as Compared to Nine Months Ended September

30, 2019

Net salesfor thenine monthsended September30, 2020and 2019totaled $161,705,000and $228,168,000,respectively.

Included in total sales were tooling project sales of $9,686,000 and $13,765,000 for the nine months ended September 30, 2020

and 2019, respectively.These sales are sporadicin nature and fluctuatein regard to scopeand related revenue ona period-to-

period basis. Product sales, excluding toolingproject sales, for the nine months endedSeptember 30, 2020 were $152,019,000

compared to $214,403,000for the same periodin 2019. This decreasein sales is primarily the result of lower cyclical demand

from truck customers as well as lower demand from most allcustomers as a result of COVID-19.

Gross margin wasapproximately 15.2%of sales forthe nine monthsended September 30,2020, compared with7.9% for the

nine months ended September30, 2019. The grossmargin percentage increasewas due to favorablenet change in productmix

and manufacturingefficiency of 8.9%and a favorablenet change inselling price andmaterial costs of1.1%, offset bylower

leverage of fixed costs of 2.1% and higher sales returns of 0.9%.

Selling, general andadministrative expense(“SG&A”) was$17,136,000 forthe ninemonths endedSeptember 30,2020,

compared to $21,431,000 for thenine months ended September 30, 2019.The decrease in SG&Aexpense primarily resulted from

lower professional and outside services of $1,417,000, government subsides enacted as a result of COVID-19 of $1,416,000and

lower travel expenses of $619,000.

The Company incurred agoodwill impairment of $4,100,000associated with its Horizon Plasticsreporting unit during the nine

months ended September 30, 2019.The Company incurred lower profit marginsin its Horizon Plastics reporting unitcaused by

selling price decreases that the Company had not been able tofully offset with material cost reductions.

Interest expense totaled $3,338,000 forthe nine months ended September 30, 2020,compared to interest expense of $2,878,000

for the nine months ended September30, 2019. The increase in interest expensewas due to higher interest ratesduring the nine

months ended September 30, 2020, when compared to the same periodin 2019.

Income tax benefit forthe nine months endedSeptember 30, 2020 was120.3% of the income beforeincome taxes, and incometax

benefit forthe nine months ended September30, 2019 was 4.4%of the loss before incometaxes. The Company’s effectivetax

rates reflect the effects oftaxable income andtaxable losses being generated in tax jurisdictions with different taxrates.

31

The Company recorded a net incomefor the nine months ended September30, 2020 of $9,032,000, or $1.07per basic and diluted

share, compared witha net lossof $9.761,000or $1.25 perbasic and dilutedshare, for thenine months endedSeptember 30,

2019.

Comprehensive income totaled

$8,063,000 for thenine months endedSeptember 30, 2020,compared to

comprehensive losses

of $10,215,000

for thesame periodended September30, 2019.The increasewas primarilyrelated tohigher netincome of

$18,793,000 and achange in unrealized foreigncurrency hedges of $753,000,net of tax, forthe nine months endedSeptember

30, 2020.

Liquidity and Capital Resources

Historically, the Company’s primary sourcesof funds have beencash generated from operatingactivities and borrowingsfrom

third parties. Primary cash requirements are foroperating expenses, increases in working capital, capital expenditures,repayment

of long-termdebt andbusiness acquisitions.The Companyfrom timeto timewill enterinto foreignexchange contractsand

interest rate swaps to mitigaterisk of foreign exchange andinterest rate volatility. As of September30, 2020, the Company had

outstanding foreignexchange contractswith notionalamounts totaling$51,000, comparedto $15,358,000outstanding asof

December 31,2019. As of September30, 2020,the Company alsohad outstanding interestrate swaps withnotional amounts

totaling $27,125,000, compared to $29,750,000 outstanding as of December31, 2019.

Cash providedby operatingactivities forthe ninemonths endedSeptember 30,2020 totaled$31,052,000. Netincome of

$9,032,000 positivelyimpacted operatingcash flows.Non-cash deductionsof depreciationand amortizationincluded innet

income amountedto $8,425,000.Changes in workingcapital increasedcash providedby operating activitiesby $11,816,000,

which primarily related to changes in accounts receivable, inventory andother accrued liabilities, offset by accounts payable.

At September 30, 2020, the Company had$14,809,000 cash on hand, and an availablebalance on the revolving line of creditof

$20,000,000. If amaterial adverse change inthe financial positionof the Company shouldoccur, or if actualsales or expenses

are substantially different thanwhat has been forecasted, theCompany's liquidity and ability toobtain further financing tofund

future operating and capital requirements could be negatively impacted.

Cash used in investingactivities for the ninemonths ended September 30,2020 was $2,716,000,which related to purchasesof

property, plant and equipment.The Company anticipatesspending up to $2,000,000during the remainder of2020 on property,

plant and equipment purchases for all of the Company's operations.

At September 30,2020, purchase commitmentsfor capital expendituresin progress were$338,000. The Companyanticipates

using cash from operations and its available revolving line of creditto fund capital investments.

Cash used in financing activities forthe nine months ended September 30,2020 totaled $15,383,000, which primarily consisted

of netrevolving loanpayments of$12,007,000 andnet scheduledrepayments ofprincipal onoutstanding termloans of

$3,391,000. The Companywas able tomake the repaymentsprimarily due tothe cash providedby operating activitiesof the

$15,399,000 for the nine months ended of September 30,2020.

On January 16, 2018, the Company entered into an Amended andRestated Credit Agreement (the "A/R Credit Agreement")with

KeyBank National Association as administrative agent and various financial institutions party thereto as lenders (the "Lenders").

Pursuant to the termsof the A/RCredit Agreement (i)the Company may borrowrevolving loans in theaggregate principal amount

of up to$40,000,000 (the “US Revolving Loans”)from the Lendersand term loansin the aggregateprincipal amount ofup to

$32,000,000 fromthe Lenders,(ii) the Company'swholly-owned subsidiary,Horizon PlasticsInternational, Inc.,(the

"Subsidiary") mayborrow revolvingloans inan aggregateprincipal amountof upto $10,000,000from theLenders (which

revolving loans shallreduce the availabilityof the USRevolving Loans tothe Company ona dollar-for-dollar basis) andterm

32

loans in anaggregate principalamount of upto $13,000,000from the Lenders,(iii) theCompany obtaineda Letter ofCredit

Commitment of $250,000, of which $160,000 has been issued and (iv) the Company repaid the outstanding term loan balance of

$6,750,000. The A/R Credit Agreement is secured by a guarantee of each U.S. and Canadian subsidiary of theCompany, and by

a lien on substantially all of the presentand future assets of the Company and itsU.S. and Canadian subsidiaries, except that only

65% of the stock issued by Corecomposites de Mexico, S. deR.L. de C.V. has been pledged.

Concurrent with theclosing ofthe A/R CreditAgreement the Companyborrowed the$32,000,000 termloan and$2,000,000

from the U.S. RevolvingLoan and the Subsidiary borrowedthe $13,000,000 term loanand $2,500,000 from revolvingloans to

provide $49,500,000 of funding forthe acquisition of Horizon Plastics.Interest is payable monthly atone month LIBOR plus a

basis point margin of 700 basis points with a LIBOR floor of 100basis points.

During 2019, the Company and the Lenders acknowledged and confirmed that an event of default occurred under the A/R Credit

Agreement resulting fromthe Borrowers failureto maintain therequired Fixed ChargeCoverage Ratio (asdefined in theA/R

Credit Agreement).On November 22,2019, the Company andthe Lenders enteredinto a forbearance agreement(the

"Forbearance Agreement"),which was amended twice, first on March13, 2020 agreement (the "Amended Forbearance

Agreement") and then on May 29, 2020 (the “Second Amended Forbearance Agreement”).

The Second Amended Forbearance Agreementprovided that the Company and the Lenders agreed to modify certain terms of the

Amended ForbearanceAgreement andextend theForbearance Agreementthrough September30, 2020.The modifications

include (1) that the Company will maintain liquidity of not less than $5,000,000, to be measured twice monthly, on every second

and fourth Friday of each monthduring the forbearance period, (2)the Company shall maintain minimum year-to-dateearnings

before incometax, depreciationand amortization(“YTD-EBITDA”) ofnot lessthan $5,000,000,measured upon deliveryof

Company’s July2020 financial statementsand also upon deliveryof Company’sAugust 2020 financialstatements, with YTD-

EBITDA determined based onconsolidated EBITDA,(3) a changeof interest rateto LIBOR rateplus 700 basispoints with a

LIBOR floor of100 basis points,(4) on orbefore July 15,2020 the Borrowersshall have obtainedexecuted term sheetsfrom

involved parties and/or lenders, (5) on or before September 30, 2020, the Borrowers shall have closed on a new capital structure,

(6) forbearing compliance with the leverage covenantand fixed charge covenant through September30, 2020, and (7)

implementation of a capital expenditure spend limit of $3,000,000for the nine months ended September 30, 2020.

The Company has unblockedmaximum availability of$20,000,000 of variablerate revolving loans ofwhich $0 is outstanding

as of September 30, 2020.

On April 24, 2020the Company enteredinto a financeagreement with LeafCapital Funding of$175,000 for equipment.The

parties agreed to a fixed interest rate of 550 basis point and a term of 60 months. The amount outstanding at September 30, 2020

was $160,000 of which, $127,000 was classified as long term debt.

On October 27, 2020, the Company entered intothe Refinancing Agreements, as defined inNote 2, “Critical Accounting Policies

and Estimates”, and repaidall of its obligations underthe A/R Credit Agreement. Management believes that existingcash, cash

flow fromoperating activitiesand availableborrowings underthe RefinancingAgreements willbe sufficientto meetthe

Company’s liquidityneeds forthe next 12months. Based onthe Company’s forecasts,which are basedon industry analysts’

estimates of heavy and medium-duty truck production volumes, customers' forecasts, as well as other assumptions,management

believes that the Company will be able to maintain compliance with its financial covenants forthe next 12 months.If a material

adverse change inthe financial positionof the Companyshould occur, orif actual sales orexpenses are substantiallydifferent

than what has been forecasted, theCompany’s liquidity and ability to obtain further financing tofund future operating and capital

requirements could be negatively impacted.

Off-Balance Sheet Arrangements

The Company did not have any significant off-balance sheetarrangements as of September 30, 2020 or December 31, 2019.

33

The Companydid nothave orexperience anymaterial changesoutside theordinary courseof businessas tocontractual

obligations, including long-termdebt obligations, capitallease obligations, operatinglease obligations, purchaseobligations or

other long- termliabilities reflected onthe Company’sbalance sheet underGAAP, as ofSeptember 30, 2020or December 31,

2019.

Critical Accounting Policies and Estimates

For information oncritical accounting policiesand estimates, seeNote 2, "CriticalAccounting Policies andEstimates," tothe

consolidated financial statements included herein.

Recent Accounting Pronouncements

For information on the impact of recentlyissued accounting pronouncements, see Note 3, "Recent AccountingPronouncements,"

to the consolidated financial statements included here

34

Part I — Financial Information

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Core Molding Technologies’primary market riskresults fromchanges inthe priceof commoditiesused in itsmanufacturing

operations. CoreMolding Technologiesis alsoexposed tofluctuations ininterest ratesand foreigncurrency fluctuations

associated withthe Mexicanpeso andCanadian Dollar.Core MoldingTechnologies doesnot holdany materialmarket risk

sensitive instrumentsfor tradingpurposes. TheCompany mayuse derivativefinancial instrumentsto hedgeexposure to

fluctuations in foreign exchange rates and interest rates.

Core Molding Technologies has the following three itemsthat are sensitive to market risks: (1)

Revolving Loans and Term Loans

under the Amended and Restated CreditAgreement, some of which beara variable interest rate;(2) foreign currency purchases

in which the Company purchases Mexican pesos and Canadian dollars withUnited States dollars to meet certain obligations; and

(3) raw material purchases in whichCore Molding Technologies purchases variousresins, fiberglass, and metal componentsfor

use in production.The pricesand availability ofthese materialsare affectedby the pricesof crudeoil, natural gasand other

feedstocks, tariffs, as well as processing capacity versus demand.

Assuming a hypothetical 10%change in short-term interestrates, interest paid on the TermLoan would have been impacted,as

the interest rate on these loans is based upon LIBOR. It wouldnot, however, have a material effect on earnings before tax.

Assuming ahypothetical 10%decrease inthe UnitedStates dollarto Mexicanpeso andCanadian dollarexchange rate,the

Company would be impacted by an increase in operating costs, which wouldhave an adverse effect on operating margins.

Assuming a hypothetical10% increase incommodity prices, CoreMolding Technologies wouldbe impacted byan increase in

raw material costs, which would have an adverse effect on operating margins.

35

Part I — Financial Information

Item 4.

Controls and Procedures

As of the end of the period covered by this report, the Company has carried out anevaluation, under the supervision and with the

participation of its management, including its Chief ExecutiveOfficer and its Chief Financial Officer, of the effectivenessof the

design and operationof its disclosurecontrols and procedures(as defined in Rule

13a-15(e) of theExchange Act). Based upon

this evaluation, theCompany’s management,including its ChiefExecutive Officerand its ChiefFinancial Officer,concluded

that the Company’s disclosurecontrols and procedureswere (i) effective toensure that informationrequired to bedisclosed in

the Company’s reportsfiled orsubmitted underthe ExchangeAct wasaccumulated andcommunicated tothe Company’s

management, including its ChiefExecutive Officer and ChiefFinancial Officer, as appropriateto allow timely decisionsregarding

required disclosure,and (ii)

effective toensure thatinformation requiredto bedisclosed inthe Company’s reportsfiled or

submitted underthe ExchangeAct is recorded,processed, summarizedand reportedwithin the timeperiods specifiedin the

Securities and Exchange Commission’s rules andforms.There were no changesin internal controlsover financial reporting (as

such term is defined in Exchange Act Rule

13a-15(f)) that occurred in the lastfiscal quarter that have materially affected,or are

reasonably likely to materially affect, our internal controls over financialreporting.

36

Part II — Other Information

Legal Proceedings

From time to time, the Company is involved in litigation incidentalto the conduct of its business. The Company is presently not

involved inany legalproceedings whichin theopinion ofmanagement arelikely tohave amaterial adverseeffect onthe

Company's consolidated financial position or results of operations.

Risk Factors

The following risk factor supplementsthe “Risk Factors” sectionin Part 1, Item1A, of our AnnualReport on Form 10-Kfor the

fiscal year endedDecember 31,2019 (our “Form10-K"). The followingrisk factor disclosureshould be readin conjunction with

the other risk factors set out in our Form 10-K.

The Recent Coronavirus(COVID-19) Outbreak HasAdversely Impacted our Businessand Could in theFuture Have aMaterial

Adverse Impact onour Business, Resultsof Operation, FinancialCondition and Liquidity,the Nature andExtent of Which

is HighlyUncertain

The global outbreak ofthe coronavirus (COVID-19) hassignificantly increased economic,demand and operational uncertainty.

We have global operations, customersand suppliers, including in countries mostimpacted by COVID-19. Authorities around

the worldhave taken a varietyof measures to slowthe spread of COVID-19,including travel bansor restrictions, increased

border controlsor closures,quarantines, shelter-in-placeorders andbusiness shutdowns andsuch authoritiesmay impose

additional restrictions.We have also taken actionsto protect our employees andto mitigate the spreadof COVID-19, including

embracing guidelines setby theWorld Health Organizationand theCenters forDisease Control andPrevention on social

distancing, good hygiene, restrictions on employee traveland in-person meetings, andchanges to employee workarrangements

including remote work arrangements where feasible. The actionstaken around the worldto slow the spreadof COVID-19 have

also impacted our customersand suppliers, andfuture developments could causefurther disruptions to theCompany due to the

interconnected nature of our business relationships.

The impact ofCOVID-19 on theglobal economy andour customers hasnegatively impacted demand forour products andcould

continue to doso inthe future. Itseffects could alsoresult in furtherdisruptions to ourmanufacturing operations, includinghigher

rates of employeeabsenteeism, and supplychain disruption, whichcould continue tonegatively impact ourability to meet

customer demand. Additionally, the potential deterioration and volatility of credit and financial markets could limit our ability

to obtain externalfinancing. The extent towhich COVID-19 willimpact our business, resultsof operations, financial condition

or liquidity is highly uncertain and willdepend on future developments,including the spreadand duration ofthe virus, potential

actions taken by governmental authorities, and how quickly economic conditions stabilize andrecover.

Unregistered Sales of Equity Securities and Use of Proceeds

Period

Total Number of

Shares Purchased

Average Price

Paid per Share

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

Maximum Number that

May Yetbe Purchased

Under the Plans or

Programs

July 1 to 30, 2020

3,788

4.61

—

—

August 1 to 31, 2020

—

—

—

—

September 1 to 30, 2020

—

—

—

—

Defaults Upon Senior Securities

None.

37

Mine Safety Disclosures

None.

Other Information

None.

Item 6.

Exhibits

See Index to Exhibits.

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its

behalf by the undersigned thereunto duly authorized.

CORE MOLDING TECHNOLOGIES, INC.

Date:

November

6, 2020

By:

/s/ David L. Duvall

David L. Duvall

President, Chief Executive Officer, and Director

Date:

November

6, 2020

By:

/s/ John P. Zimmer

John P. Zimmer

Executive Vice President, Secretary, Treasurer and Chief Financial Officer

39

INDEX TO EXHIBIT

Exhibit No.

Description

Location

2(a)(1)

Asset Purchase Agreementdated as ofSeptember

12,

1996, as amended October

31, 1996, between Navistar

and RYMAC Mortgage Investment Corporation

1

Incorporated by reference to Exhibit

2-A to

Registration Statement on Form

S-4 (Registration No.

333-15809)

2(a)(2)

Second Amendment toAsset PurchaseAgreement

dated December

16, 1996

1

Incorporated by reference to Exhibit

2(a)(2) to Annual

Report on Form

10-K for the year-ended

December

31, 2001

2(b)(1)

Agreement andPlan ofMerger datedas of

November

1, 1996,between CoreMolding

Technologies, Inc. and RYMAC Mortgage Investment

Corporation

Incorporated by reference to Exhibit

2-B to

Registration Statement on Form

S-4 (Registration No.

333-15809)

2(b)(2)

First Amendmentto Agreement andPlan ofMerger

dated as of December

27, 1996 between Core Molding

Technologies, Inc. and RYMAC Mortgage Investment

Corporation

Incorporated by reference to Exhibit

2(b)(2) to Annual

Report on Form

10-K for the year ended December

31,

2002

2(c)

Asset Purchase Agreementdated as of October

10,

2001, betweenCore MoldingTechnologies, Inc.and

Airshield Corporation

Incorporated by reference to Exhibit

1 to Current

Report on Form

8-K filed October

31, 2001

2(d)

Asset PurchaseAgreement datedas of March

20,

2015, betweenCore MoldingTechnologies, Incand

CPI Binani, Inc.

Incorporated by reference to Exhibit

2.1 to Current

Report on Form

8-K filed March

23, 2015

2(e)

Asset Purchase Agreementdated as of January

16,

2018 between1137952 B.C.Ltd., HorizonPlastics

International, Inc., 1541689Ontario Inc., 2551024

Ontario Inc., Horizon Plasticsde Mexico, S.A. deC.V.,

and Brian Read

Incorporate by reference to Exhibit 2.1 to Current

Report on Form 8-K filed January

19, 2018

3(a)(1)

Certificate of Incorporation of Core Molding

Technologies, Inc. asfiled with theSecretary of State

of Delaware on October

8, 1996

Incorporated by reference to Exhibit

4(a) to

Registration Statement on Form

S-8 (Registration No.

333-29203)

3(a)(2)

Certificate ofAmendment ofCertificate of

Incorporation ofCore MoldingTechnologies, Inc.as

filed with theSecretary ofState of Delawareon

November

6, 1996

Incorporated by reference to Exhibit

4(b) to

Registration Statement on Form

S-8 (Registration No.

333-29203)

3(a)(3)

Certificate ofAmendment ofCertificate of

Incorporation asfiled withthe Secretaryof Stateof

Delaware on August

28, 2002

Incorporated by reference to Exhibit

3(a)(4) to

Quarterly Report on Form 10-Q for the quarter ended

September

30, 2002

3(a)(4)

Certificate ofDesignation, Preferencesand Rightsof

Series

A Junior ParticipatingPreferred Stockas filed

with theSecretary ofState ofDelaware onJuly

18,

2007

Incorporated by reference to Exhibit

3.1 to Current

Report on Form

8-K filed July

19, 2007

3(a)(5)

Certificate ofElimination ofSeries A Junior

Participating Preferred Stock,as filed with the

Secretary of State of the State ofDelaware on April

2,

2015.

Incorporated by reference to Exhibit

3(a)(5) to Current

Report on Form

8-K filed April

2, 2015

3(b)

Amended and Restated By-Laws of CoreMolding

Technologies, Inc.

Incorporated by reference to Exhibit

3.1 to Current

Report on Form

8-K filed January

4, 2008

3(b)(1)

Amendment No. 1to the Amendedand Restated By-

Laws of Core Molding Technologies, Inc.

Incorporated by reference to Exhibit

3.1 to Current

Report on Form

8-K filed December

17, 2013

4(a)(1)

Certificate of Incorporation of Core Molding

Technologies, Inc. asfiled with theSecretary of State

of Delaware on October

8, 1996

Incorporated by reference to Exhibit

4(a) to

Registration Statement on Form S-8 (Registration

No.

333-29203)

40

Exhibit No.

Description

Location

4(a)(2)

Certificate ofAmendment ofCertificate of

Incorporation ofCore MoldingTechnologies, Inc.as

filed withthe Secretaryof Stateof Delawareon

November

6, 1996

Incorporated by reference to Exhibit

4(b) to

Registration Statement on Form S-8 (Registration

No.

333-29203)

4(a)(3)

Certificate ofAmendment ofCertificate of

Incorporation asfiled withthe Secretaryof Stateof

Delaware on August

28, 2002

Incorporated by reference to Exhibit

3(a)(4) to

Quarterly Report on Form

10-Q for the quarter ended

September

30, 2002

4(a)(4)

Certificate ofDesignation, Preferencesand Rightsof

Series A JuniorParticipating PreferredStock asfiled

with theSecretary ofState ofDelaware onJuly

18,

2007

Incorporated by reference to Exhibit

3.1 to Current

Report on Form 8-K filed July

19, 2007

4(a)(5)

Certificate ofElimination ofSeries A Junior

Participating PreferredStock, as filedwith the

Secretary of State ofthe State of Delawareon April

2,

2015

Incorporated by reference to Exhibit

3(a)(5) to Current

Report on Form 8-K filed April

2, 2015

4 (a) (6)

Certificate ofDesignation, Preferencesand Rightsof

Series B JuniorParticipating PreferredStock, as filed

with the Secretary of State of theState of Delaware on

April 21, 2020

Incorporated by reference to Exhibit 3.1 to Current

Report on Form 8-K filed April 22, 2020

4(a)(7)

Rights Agreement, datedas of April 21,2020, by and

between CoreMolding Technologies,Inc. and

American Stock Transfer &Trust Company, asRights

Agent

Incorporated by reference to Exhibit 4.1 to Current

Report on Form 8-K filed April 22, 2020

11

Computation of Net Income per Share

31(a)

Section

302 Certificationby DavidL. Duvall,

President, Chief Executive Officer, and Director

Filed Herein

31(b)

Section

302 Certification byJohn P. Zimmer,Vice

President, Secretary, Treasurer, andChief Financial

Officer

Filed Herein

32(a)

Certification ofDavid L.Duvall, ChiefExecutive

Officer of CoreMolding Technologies, Inc.,dated

November

6, 2020, pursuant to 18 U.S.C.Section

1350

Filed Herein

32(b)

Certification ofJohn P.Zimmer, ChiefFinancial

Officer of CoreMolding Technologies, Inc.,dated

November

6, 2020, pursuant to 18 U.S.C.Section

1350

Filed Herein

101.INS

XBRL Instance Document

Filed Herein

101.SCH

XBRL Taxonomy Extension Schema Document

Filed Herein

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Filed Herein

101.LAB

XBRL Taxonomy Extension Label Linkbase

Filed Herein

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Filed Herein

101.DEF

XBRL Taxonomy Extension Definition Linkbase

Filed Herein

The Asset Purchase Agreement, as filed with the Securities and Exchange Commission as Exhibit

2-A to Registration Statement

on FormS-4 (RegistrationNo.

333-15809), omitsthe exhibits(including theBuyer Note,Special WarrantyDeed, Supply

Agreement, Registration Rights Agreement and Transition Services Agreement identified in theAsset Purchase Agreement) and

schedules (includingthose identifiedin Sections

1, 3,4, 5,6, 8and 30of theAsset PurchaseAgreement). CoreMolding

Technologies, Inc. will provide any omitted exhibit or schedule tothe Securities and Exchange Commission upon request.