8-K
Mayville Engineering Company, Inc. (MEC)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2026
Mayville Engineering Company, Inc.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38894 | 39-0944729 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
135 S. 84th Street, Suite 300
Milwaukee , Wisconsin **** 53214
(Address of principal executive offices, including zip code)
(414) **** 381-2860
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
| <br><br> | <br><br> | |
|---|---|---|
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
| Common Stock, no par value | MEC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 3, 2026, Mayville Engineering Company, Inc. issued a press release announcing financial results for its three and twelve months ended December 31, 2025. A copy of such press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
|---|---|
| (b) | Not applicable. |
| --- | --- |
| (c) | Not applicable. |
| --- | --- |
| (d) | Exhibits. The exhibit listed in the exhibit index below is being furnished herewith. |
| --- | --- |
EXHIBIT INDEX
| Exhibit<br>Number | | |
|---|---|---|
| 99 | | Press Release of Mayville Engineering Company, Inc., dated March 3, 2026 regarding financial results for its three and twelve months ended December 31, 2025. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MAYVILLE ENGINEERING COMPANY, INC. | |
|---|---|---|
| | | |
| Date: March 3, 2026 | By: | /s/ Rachele M. Lehr |
| | | Rachele M. Lehr |
| | | Chief Financial Officer |
Exhibit 99
MAYVILLE ENGINEERING COMPANY ANNOUNCES
FOURTH QUARTER AND FULL-YEAR 2025 RESULTS
MILWAUKEE, Wis., March 3, 2026 – Mayville Engineering Company (NYSE: MEC) (the “Company” or “MEC”), a leading value-added provider of design, prototyping and manufacturing solutions serving diverse end markets, today announced results for the three and twelve-months ended December 31, 2025.
FOURTH QUARTER 2025 RESULTS
(All comparisons versus the prior-year period)
| ● | Net sales of $134.3 million, or +10.7% y/y |
|---|---|
| ● | Net loss of $4.4 million, or ($0.22) per diluted share; Non-GAAP Adjusted Diluted EPS of ($0.08) |
| --- | --- |
| ● | Adjusted EBITDA of $6.3 million |
| --- | --- |
| ● | Adjusted EBITDA margin of 4.7% of net sales |
| --- | --- |
| ● | Quarterly Free Cash Flow of $10.2 million |
| --- | --- |
| ● | Ratio of net debt to trailing twelve-month Adjusted EBITDA of 3.7x as of December 31, 2025 |
| --- | --- |
FULL-YEAR 2025 RESULTS
(All comparisons versus the prior-year period)
| ● | Net sales of $546.5 million, or (6.0%) y/y |
|---|---|
| ● | Net loss of $8.1 million, or ($0.40) per diluted share; non-GAAP Adjusted Diluted EPS of $0.31 |
| --- | --- |
| ● | Adjusted EBITDA of $47.1 million |
| --- | --- |
| ● | Adjusted EBITDA margin of 8.6% of net sales |
| --- | --- |
| ● | Free Cash Flow of $26.9 million |
| --- | --- |
MANAGEMENT COMMENTARY
“We closed fiscal 2025 with strong momentum within our Data Center & Critical Power end market, securing $15 million of incremental project awards during the fourth quarter, strengthening our 2026 orderbook,” said Jag Reddy, President and Chief Executive Officer. “We also continued to expand our qualified opportunity pipeline in this end market, which now exceeds $125 million and includes multiple large opportunities with critical power OEMs and hyperscalers tied to data center infrastructure investments. Looking ahead to 2026, we expect Accu-Fab cross-selling synergies to generate approximately $40 to $50 million of revenue, positioning Data Center & Critical Power to represent more than 20% of MEC’s revenue. Our teams remain intensely focused on disciplined execution as these programs progress from award to launch.”
“While demand conditions across several legacy end markets remain soft, we remain focused on operational discipline, MBX-driven cost management, and working capital performance,” Reddy continued. “To provide investors with better visibility into business trends in light of the fast-moving Data Center & Critical Power environment and developing improvements within our legacy end markets, we are introducing quarterly guidance in addition to full-year guidance.”
“From a profitability perspective, our fourth quarter results reflect margin pressure associated with temporary launch-phase dynamics across projects in our Data Center & Critical Power and Commercial Vehicle end markets,” Reddy added. “We expect this margin pressure to persist in the near-term, ahead of initial Data Center & Critical Power program launches. As these programs ramp and volumes scale, we expect operating leverage and favorable mix to drive year-over-year profitability growth for full-year 2026.”
“Finally, we remain committed to disciplined capital allocation,” Reddy concluded. “With end market conditions still uneven, we are prioritizing debt reduction through free cash flow generation, supported by focused working capital management.”
PERFORMANCE SUMMARY
Net sales increased by 10.7% on a year-over-year basis in the fourth quarter of 2025, due to the recent acquisition of Accu-Fab, accelerating growth in the Data Center & Critical Power end market, and increased organic volumes in the Construction & Access and Powersports end markets, partially offset by lower demand in Commercial Vehicle and Military end markets.
Manufacturing margin was $8.9 million in the fourth quarter of 2025, or 6.6% of net sales, versus $10.8 million, or 8.9% of net sales, in the prior year period. The year-over-year decrease in manufacturing margin was primarily attributable to $1.2 million of project launch costs within the Data Center & Critical Power end market, $1.7 million of early-stage project inefficiencies on a Commercial Vehicle project and lower capacity utilization due to softer demand in legacy end markets.
Profit sharing, bonus and deferred compensation expense was $1.7 million in the fourth quarter of 2025 as compared to $3.6 million in the prior year period. Other selling, general and administrative expenses were $9.7 million in the fourth quarter of 2025 as compared to $7.9 million for the same prior year period. The increase in these expenses primarily reflects $0.2 million in non-recurring costs and $1.1 million in incremental SG&A expense, each associated with the Accu-Fab acquisition.
Interest expense was $3.8 million in the fourth quarter of 2025, as compared to $2.0 million in the prior year period, due to increased borrowings under the Company’s revolving credit facility, partly offset by lower SOFR base rates relative to the prior year period.
Net loss for the fourth quarter of 2025 was $4.4 million, or ($0.22) per diluted share, versus net income of $16.0 million, or $0.76 per diluted share, in the prior year period. Net income in the fourth quarter of 2024 reflects $25.5 million, or $0.92 per diluted share, gain on a lawsuit associated with the settlement of the Company’s litigation with the former fitness customer.
MEC reported Adjusted EBITDA of $6.3 million in the fourth quarter of 2025, or 4.7% of net sales, versus $9.2 million, or 7.6% of net sales, in the prior year period. The decrease in Adjusted EBITDA is primarily due to the early-stage project inefficiencies on a Commercial Vehicle project, new Data Center & Critical Power project launch costs, and lower customer demand, partially offset by the benefit of the Accu-Fab acquisition.
Fourth quarter Adjusted Net Loss was $1.4 million, or ($0.08) per diluted share, versus Adjusted Net Loss of $0.3 million, or ($0.01) per diluted share, in the prior year period. The increase in Adjusted Net Loss reflects lower income from operations, and higher interest expense.
Free cash flow during the fourth quarter of 2025 was $10.2 million as compared to $35.6 million in the prior year period. The decrease in cash flow was primarily attributable to the receipt of $25.5 million associated with the settlement of the Company’s litigation with the former fitness customer during the fourth quarter of 2024. When
excluding the impact of the settlement agreement, fourth quarter 2024 free cash flow would have been $10.1 million, relatively flat to the $10.2 million generated in fourth quarter 2025.
END MARKET UPDATE
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended | ||||
| | | December 31, | ||||
| | | 2025 | | 2024 | ||
| Commercial Vehicle | | $ | 38,442 | | $ | 47,215 |
| Construction & Access | | 19,190 | | | 16,971 | |
| Powersports | | 20,851 | | | 17,414 | |
| Data Center & Critical Power | | | 20,395 | | | 4,329 |
| Agriculture | | 7,675 | | | 7,660 | |
| Military | | | 6,674 | | | 7,407 |
| Other | | | 21,043 | | | 20,310 |
| Net Sales | | $ | 134,270 | | $ | 121,306 |
Commercial Vehicles
MEC is a Tier 1 supplier to many of the country’s top original equipment manufacturers (OEM) of commercial vehicles providing exhaust & aftertreatment, engine components, cooling, fuel and structural systems for both heavy- and medium-duty commercial vehicles.
Net sales to the Commercial Vehicle end market were $38.4 million in the fourth quarter of 2025, a decrease of 18.6% versus the prior year period. The decrease was attributable to an expected decline in customer demand driven by a 25.3% decrease in North American Class 8 commercial vehicle production compared to the fourth quarter of 2024.
Construction & Access
MEC manufactures components and sub-assemblies for OEMs within the construction & access market including fenders, hoods, supports, frames, platforms, frame structures, doors and tubular products such as exhaust & aftertreatment, engine components, cooling system components, handrails and full electro-mechanical assemblies.
Net sales to the Construction & Access end market were $19.2 million in the fourth quarter of 2025, an increase of 13.1% versus the prior year period. The increase in net sales was primarily due to improved non-residential construction demand and the Accu-Fab acquisition. Organic net sales growth in this end market was 10.8% in the fourth quarter of 2025 compared to the fourth quarter of 2024.
Powersports
MEC manufactures stampings and complex metal assemblies and coatings for OEMs within the marine propulsion, all-terrain vehicles (ATV), multi-utility vehicles (MUV) and motorcycle markets. MEC’s powersports expertise includes axle housings, steering columns, swing arms, fenders, suspension components, ATV/MUV racks, cowl assemblies and vehicle frames.
Net sales to the Powersports end market were $20.9 million in the fourth quarter of 2024, an increase of 19.7% versus the prior year period. The increase in net sales to the Powersports end market was primarily attributable to incremental volumes from new business wins and stabilized customer production schedules as dealer inventory levels are now in line with current demand, partly offset by a decrease in sales within the marine propulsion market.
Data Center & Critical Power
MEC manufactures precision metal enclosures, racks, frames, and sub-assemblies for OEMs that deliver reliable power distribution, backup energy systems, and intelligent power management solutions in mission-critical data center and electrical infrastructure environments.
Net sales to the Data Center & Critical Power end market were $20.4 million in the fourth quarter of 2025. The increase in sales reflects accelerating demand from legacy customers and revenues associated with the Accu-Fab acquisition. Organic net sales growth in this end market was 12.7% in the fourth quarter of 2025, when compared to the fourth quarter of 2024.
Agriculture
MEC is an integral partner in the supply chain of the world’s leading agriculture OEMs manufacturing components and sub-assemblies including fenders, hoods, supports, frames, platforms, frame structures, doors, and tubular products such as exhaust, engine components, cooling system components, handrails and full electro-mechanical assemblies.
Net sales to the Agriculture end market were $7.7 million in the fourth quarter of 2025, flat versus the prior year period.
Military
MEC holds the International Traffic in Arms Regulations (ITAR) certification and produces components for the United States military. Products include exhaust, engine components, cooling, fuel, suspension, structural systems, and chemical agent resistant coating (CARC) painting capabilities.
Net sales to the Military end market were $6.7 million in the fourth quarter of 2025, a decrease of 9.9% versus the prior year period. The decrease in net sales compared to the prior year was due to program transition delays.
Other
MEC also produces a wide variety of components and assemblies for customers in the industrial equipment & fixtures, consumer tools, mining, forestry, automotive, and medical market.
Net sales to Other end markets for the fourth quarter of 2025 were $21.0 million, an increase of 3.6% versus the prior year period. The increase in net sales compared to the prior year period was primarily associated with the Accu-Fab acquisition.
BALANCE SHEET UPDATE
As of December 31, 2025, MEC had net debt outstanding of $205.3 million and total cash and availability on its senior secured revolving credit facility of $223.0^1^ million. At the end of the fourth quarter, the ratio of net debt to trailing twelve-month Adjusted EBITDA was 3.7x.
FINANCIAL GUIDANCE
Today, the Company issued financial guidance for the first quarter and full-year of 2026. All guidance is current as of the time provided and is subject to change.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Q1 2025 | | Q1 2026 Forecast | | ||||||||
| (in Millions) | | Actual | | Low | | Mid | | High | | ||||
| Net Sales | | $ | 135.6 | | $ | 137 | | $ | 140 | | $ | 143 | |
| Adjusted EBITDA | | $ | 12.2 | | $ | 5 | | $ | 6 | | $ | 7 | |
The Company’s first quarter 2026 guidance reflects continued demand softness across legacy end markets, particularly Commercial Vehicle, Agriculture and Military. Adjusted EBITDA guidance for the quarter also incorporates ongoing project launch costs within the Data Center & Critical Power end market, supporting recently awarded programs as project activity is expected to ramp in the second quarter of 2026. Free cash flow for the first quarter of 2026 is expected to reflect normal seasonal working capital usage, incremental working capital investment to support the Data Center & Critical Power ramp up and planned capital expenditures of $3 million to $5 million.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | FY 2025 | | FY 2026 Forecast | ||||||||
| (in Millions) | | Actual | | Low | | Mid | | High | ||||
| Net Sales | | $ | 546.5 | | $ | 580 | | $ | 600 | | $ | 620 |
| Adjusted EBITDA | | $ | 47.1 | | $ | 50 | | $ | 55 | | $ | 60 |
| Free Cash Flow | | $ | 26.9 | | $ | 25 | | $ | 30 | | $ | 35 |
Full-year 2026 guidance assumes a full year of Accu-Fab ownership, $40 million to $50 million of incremental cross-selling revenue, and improvement in legacy end market demand, primarily in the second half of the year. Guidance for the year also incorporates Data Center & Critical Power launch costs associated with awarded programs. Free Cash Flow guidance reflects working capital efficiencies and planned capital expenditures of $15 and $20 million.
FOURTH QUARTER AND FULL-YEAR 2025 RESULTS CONFERENCE CALL
The Company will host a conference call on Wednesday, March 4, 2026 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).
For a live webcast of the conference call and to access the accompanying investor presentation, please visit www.mecinc.com and click on the link to the live webcast on the Investors page.
For telephone access to the conference, call (833) 470-1428 within the United States, or call (833) 950-0062 within Canada and please use the Access Code: 752735.
^1^ This amount is reduced to approximately $20.5 million after taking into account the $202.5 million of outstanding borrowings under the credit facility as of December 31, 2025.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements that reflect plans, estimates and beliefs. Such statements involve risk and uncertainties. Actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to: macroeconomic conditions, including inflation, elevated interest rates, labor availability, material cost pressures and inconsistent demand, have had, and may continue to have, a negative impact on our business, financial condition, cash flows and results of operations (including future uncertain impacts); risks relating to developments in the industries in which our customers operate; risks related to scheduling production accurately and maximizing efficiency; our ability to realize net sales represented by our awarded business; failure to compete successfully in our markets; our ability to maintain our manufacturing, engineering and technological expertise; the loss of any of our large customers or the loss of their respective market shares; volatility in the prices or availability of raw materials critical to our business; geopolitical and economic developments, including foreign trade relations and associated tariffs; risks related to entering new markets; our ability to recruit and retain our key executive officers, managers and trade-skilled personnel; manufacturing risks, including delays and technical problems, issues with third-party suppliers, environmental risks and applicable statutory and regulatory requirements; our ability to successfully identify or integrate acquisitions; our ability to develop new and innovative processes and gain customer acceptance of such processes; risks related to our information technology systems and infrastructure; results of legal disputes, including product liability, intellectual property infringement and other claims; risks associated with our capital-intensive industry; risks related to our treatment as an S Corporation prior to the consummation of our initial public offering; risks related to our employee stock ownership plan’s treatment as a tax-qualified retirement plan; our ability to maintain effective internal control over financial reporting; and other factors described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q. This discussion should be read in conjunction with our audited consolidated financial statements included in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
ABOUT MAYVILLE ENGINEERING COMPANY
Founded in 1945, MEC is a leading U.S.-based, vertically-integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, data center & critical power, agriculture, military and other end markets. Along with process engineering and development services, MEC maintains an extensive manufacturing infrastructure with 27 facilities, of which 26 are in use, across nine states. These facilities make it possible to offer conventional and CNC (computer numerical control) stamping, shearing, fiber laser cutting, forming, drilling, tapping, grinding, tube bending, machining, welding, assembly, and logistic services. MEC also possesses a broad range of finishing capabilities including shot blasting, e-coating, powder coating, wet spray and military grade chemical agent resistant coating (CARC) painting. For more information, please visit www.mecinc.com.
NON-GAAP FINANCIAL MEASURES
This press release contains financial information calculated in a manner other than in accordance with U.S. generally accepted accounting principles (“GAAP”).
The non-GAAP measures used in this press release are EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Diluted EPS and Free Cash Flow.
EBITDA represents net income (loss) before interest expense, provision (benefit) for income taxes, depreciation, and amortization. EBITDA Margin represents EBITDA as a percentage of net sales for each period. Adjusted EBITDA represents EBITDA before stock-based compensation expense, legal costs due to the former fitness customer, Chief Financial Officer (CFO) transition costs, natural disaster costs, acquisition related costs, restructuring, costs recognized on step-up of Accu-Fab acquired inventory and lawsuit settlement gain. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period. Adjusted Net Income (Loss) and Adjusted Diluted EPS represent net income (loss) before the aforementioned Adjusted EBITDA addback items and acquisition related amortization of intangible assets, which do not reflect our core operating performance. Free Cash Flow represents net cash provided by, or used in, operating activities, less cash flows used in the purchase of property, plant and equipment. We present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow as management uses these measures as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered as an alternative to net income (loss) or cash flow provided by, or used in, operating activities, or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. These measures may not be comparable to the similarly named measures reported by other companies and have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP.
Please reference our reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow and the calculation of EBITDA Margin and Adjusted EBITDA Margin included in this press release.
Mayville Engineering Company, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| ASSETS | | | | | ||
| Cash and cash equivalents | | $ | 1,502 | | $ | 206 |
| Receivables, net of allowances for doubtful accounts of $577 at December 31, 2025<br>and $248 at December 31, 2024 | | 57,551 | | 49,782 | ||
| Inventories, net | | 59,398 | | 54,756 | ||
| Tooling in progress | | 4,746 | | 4,761 | ||
| Prepaid expenses and other current assets | | 5,217 | | 3,439 | ||
| Total current assets | | 128,414 | | 112,944 | ||
| Property, plant and equipment, net | | 149,996 | | 156,528 | ||
| Assets held for sale | | | 1,402 | | | 1,402 |
| Goodwill | | 140,246 | | 92,650 | ||
| Intangible assets, net | | 111,280 | | 51,734 | ||
| Operating lease assets | | | 30,473 | | | 28,615 |
| Other long-term assets | | 1,829 | | 1,697 | ||
| Total assets | | $ | 563,640 | | $ | 445,570 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | ||
| Accounts payable | | $ | 52,377 | | $ | 39,119 |
| Current portion of operating lease obligation | | | 6,729 | | | 4,914 |
| Accrued liabilities: | | | | | ||
| Salaries, wages, and payroll taxes | | 2,753 | | 5,094 | ||
| Bonuses and deferred compensation | | 2,170 | | 4,626 | ||
| Other current liabilities | | 10,740 | | 10,839 | ||
| Total current liabilities | | | 74,769 | | | 64,592 |
| Bank revolving credit notes | | 202,525 | | 79,725 | ||
| Operating lease obligation, less current maturities | | | 25,572 | | | 25,412 |
| Deferred compensation, less current portion | | 5,240 | | 4,719 | ||
| Deferred income tax liability | | 11,298 | | 16,831 | ||
| Other long-term liabilities | | 3,499 | | 2,538 | ||
| Total liabilities | | $ | 322,903 | | $ | 193,817 |
| Commitments and contingencies | | | | | ||
| Common shares, no par value, 75,000,000 authorized, 22,505,704 shares issued at<br>December 31, 2025 and 22,300,106 at December 31, 2024 | | — | | — | ||
| Additional paid-in-capital | | 208,777 | | 207,076 | ||
| Retained earnings | | 51,976 | | 60,086 | ||
| Treasury shares at cost, 2,187,334 shares at December 31, 2025 and 1,883,198 at <br>December 31, 2024 | | (20,016) | | (15,409) | ||
| Total shareholders’ equity | | 240,737 | | 251,753 | ||
| Total liabilities and shareholders' equity | | $ | 563,640 | | $ | 445,570 |
Mayville Engineering Company, Inc.
Consolidated Statements of Net Income (Loss)
(in thousands, except share amounts and per share data)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | ||||||||
| | | December 31, | | December 31, | ||||||||
| | | 2025 | | 2024 | | 2025 | | 2024 | ||||
| Net sales | | $ | 134,270 | | $ | 121,306 | | $ | 546,487 | | $ | 581,604 |
| Cost of sales | | 125,352 | | 110,514 | | 492,478 | | 510,507 | ||||
| Amortization of intangible assets | | 3,125 | | 1,733 | | 9,716 | | 6,933 | ||||
| Bonuses and deferred compensation | | 1,653 | | 3,583 | | 8,724 | | 13,593 | ||||
| Other selling, general and administrative expenses | | 9,685 | | 7,930 | | 39,413 | | 31,518 | ||||
| Gain on lawsuit settlement | | | — | | | (25,500) | | | — | | | (25,500) |
| Income (loss) from operations | | **** | (5,545) | | **** | 23,046 | | **** | (3,844) | | **** | 44,553 |
| Interest expense | | (3,821) | | (2,011) | | (10,215) | | (10,989) | ||||
| Income (loss) before taxes | | (9,366) | | 21,035 | | (14,059) | | 33,564 | ||||
| Income tax expense (benefit) | | (5,008) | | 5,064 | | (5,949) | | 7,596 | ||||
| Net income (loss) and comprehensive income (loss) | | $ | (4,358) | | $ | 15,971 | | $ | (8,110) | | $ | 25,968 |
| | | | | | | | | | | | | |
| Earnings (loss) per share: | | | | | | | | | ||||
| Basic | | $ | (0.22) | | $ | 0.77 | | $ | (0.40) | | $ | 1.26 |
| Diluted | | $ | (0.22) | | $ | 0.76 | | $ | (0.40) | | $ | 1.24 |
| | | | | | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | | ||||
| Basic | | 20,427,916 | | 20,639,456 | | 20,471,356 | | 20,611,192 | ||||
| Diluted | | 20,427,916 | | 21,069,686 | | 20,471,356 | | 20,972,192 |
Mayville Engineering Company, Inc.
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year Ended | ||||
| | | December 31, | ||||
| | | 2025 | | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | ||
| Net income (loss) | | $ | (8,110) | | $ | 25,968 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | |
| Depreciation | | 31,570 | | 30,655 | ||
| Amortization | | 9,716 | | 6,933 | ||
| Allowance for doubtful accounts | | 305 | | (437) | ||
| Inventory excess and obsolescence reserve | | (110) | | (220) | ||
| Stock-based compensation expense | | 3,278 | | 5,186 | ||
| Gain on disposal of property, plant and equipment | | (12) | | (172) | ||
| Deferred compensation | | 1,272 | | 864 | ||
| Non-cash lease expense | | | 6,128 | | 5,367 | |
| Other non-cash adjustments | | | 469 | | | 291 |
| Changes in operating assets and liabilities: | | | | | ||
| Accounts receivable | | 6,042 | | 8,101 | ||
| Inventories | | 62 | | 13,246 | ||
| Tooling in progress | | 15 | | 696 | ||
| Prepaids and other current assets | | (1,049) | | (185) | ||
| Accounts payable | | 8,360 | | (7,994) | ||
| Deferred income taxes | | (5,533) | | | 4,225 | |
| Operating lease obligations | | | (5,997) | | | (5,092) |
| Accrued liabilities | | (7,844) | | 2,375 | ||
| Net cash provided by operating activities | | 38,562 | | 89,807 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | ||
| Purchases of property, plant and equipment | | (11,648) | | (12,098) | ||
| Proceeds from sale of property, plant and equipment | | 72 | | 386 | ||
| Payment for acquisition, net of cash acquired | | | (139,954) | | | — |
| Net cash used in investing activities | | (151,530) | | (11,712) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | ||
| Proceeds from bank revolving credit notes | | 1,558,613 | | 810,558 | ||
| Payments on bank revolving credit notes | | (1,435,813) | | (878,326) | ||
| Repayments of other long-term debt | | (500) | | (806) | ||
| Payments of financing costs | | | (817) | | | — |
| Shares withheld for employees' taxes | | (1,578) | | (3,829) | ||
| Purchase of treasury stock | | | (4,607) | | | (5,896) |
| Payments on finance leases | | (1,034) | | (607) | ||
| Proceeds from the exercise of stock options | | | — | | | 345 |
| Net cash provided by (used in) financing activities | | 114,264 | | (78,561) | ||
| Net increase (decrease) in cash and cash equivalents | | 1,296 | | (466) | ||
| Cash and cash equivalents at beginning of period | | 206 | | 672 | ||
| Cash and cash equivalents at end of period | | $ | 1,502 | | $ | 206 |
Mayville Engineering Company, Inc.
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
(in thousands)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | |||||||||
| | | December 31, | | December 31, | |||||||||
| | | 2025 | | 2024 | | 2025 | | 2024 | **** | ||||
| Net income (loss) and comprehensive income (loss) | | $ | (4,358) | | $ | 15,971 | | $ | (8,110) | | $ | 25,968 | |
| Interest expense | | 3,821 | | 2,011 | | 10,215 | | 10,989 | | ||||
| Provision (benefit) for income taxes | | (5,008) | | 5,064 | | (5,949) | | 7,596 | | ||||
| Depreciation and amortization | | 11,065 | | 9,461 | | 41,287 | | 37,588 | | ||||
| EBITDA | | 5,520 | | 32,507 | | 37,443 | | 82,141 | | ||||
| Stock-based compensation expense | | | 325 | | | 1,339 | | | 3,278 | | | 5,186 | |
| Legal costs due to former fitness customer | | | — | | | 347 | | | — | | | 2,088 | |
| CFO transition costs | | — | | — | | 1,148 | | — | | ||||
| Natural disaster costs | | | 3 | | | — | | | 310 | | | — | |
| Acquisition related costs | | | 158 | | | — | | | 3,423 | | | — | |
| Restructuring | | | 305 | | | 492 | | | 864 | | | 492 | |
| Costs recognized on step-up of Accu-Fab acquired inventory | | | — | | | — | | | 591 | | | — | |
| Gain on lawsuit settlement | | | — | | | (25,500) | | | — | | | (25,500) | |
| Adjusted EBITDA | | $ | 6,311 | | $ | 9,185 | | $ | 47,057 | | $ | 64,407 | |
| Net sales | | $ | 134,270 | | $ | 121,306 | | $ | 546,487 | | $ | 581,604 | |
| EBITDA Margin | | 4.1 | % | 26.8 | % | 6.9 | % | 14.1 | % | ||||
| Adjusted EBITDA Margin | | 4.7 | % | 7.6 | % | 8.6 | % | 11.1 | % |
Mayville Engineering Company, Inc.
Reconciliation of Net Income (Loss) and Diluted EPS to Adjusted Net Income and Diluted EPS
(in thousands, except share amounts and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | ||||||||||||||||||||||
| | | December 31, | | December 31, | ||||||||||||||||||||||
| | | 2025 | | | 2024 | | 2025 | | | 2024 | ||||||||||||||||
| | | Earnings | | Diluted EPS | | | Earnings | | Diluted EPS | | Earnings | | Diluted EPS | | | Earnings | | Diluted EPS | ||||||||
| Net income (loss) and comprehensive income (loss) | | $ | (4,358) | | $ | (0.22) | | | $ | 15,971 | | $ | 0.76 | | $ | (8,110) | | $ | (0.40) | | | $ | 25,968 | | $ | 1.24 |
| Stock-based compensation expense | | | 325 | | | 0.02 | | | | 1,339 | | | 0.06 | | | 3,278 | | | 0.16 | | | | 5,186 | | | 0.24 |
| Legal costs due to former fitness customer | | | — | | | — | | | | 347 | | | 0.02 | | | — | | | — | | | | 2,088 | | | 0.10 |
| CFO transition costs | | | — | | | — | | | | — | | | — | | | 1,148 | | | 0.06 | | | | — | | | — |
| Natural disaster costs | | | 3 | | | 0.00 | | | | — | | | — | | | 310 | | | 0.01 | | | | — | | | — |
| Acquisition related costs | | | 158 | | | 0.01 | | | | — | | | — | | | 3,423 | | | 0.15 | | | | — | | | — |
| Restructuring | | | 305 | | | 0.01 | | | | 492 | | | 0.02 | | | 864 | | | 0.04 | | | | 492 | | | 0.02 |
| Costs recognized on step-up of Accu-Fab acquired inventory | | | — | | | — | | | | — | | | — | | | 591 | | | 0.03 | | | | — | | | — |
| Acquisition related amortization of intangible assets | | | 3,125 | | | 0.15 | | | | 1,733 | | | 0.08 | | | 9,716 | | | 0.46 | | | | 6,933 | | | 0.32 |
| Gain on lawsuit settlement | | | — | | | — | | | | (25,500) | | | (1.21) | | | — | | | — | | | | (25,500) | | | (1.21) |
| Tax effect of above adjustments | | | (936) | | | (0.05) | | | | 5,362 | | | 0.25 | | | (4,253) | | | (0.20) | | | | 3,125 | | | 0.14 |
| Adjusted net income and comprehensive income | | $ | (1,378) | | $ | (0.08) | | | $ | (256) | | $ | (0.01) | | $ | 6,967 | | $ | 0.31 | | $ | 18,292 | | $ | 0.86 |
Mayville Engineering Company, Inc.
Reconciliation of Free Cash Flow
(in thousands)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | ||||||||
| | | December 31, | | December 31, | ||||||||
| | | 2025 | | 2024 | | 2025 | | 2024 | ||||
| Net cash provided by operating activities | | $ | 13,381 | | $ | 37,959 | | $ | 38,562 | | $ | 89,807 |
| Less: Capital expenditures | | | 3,218 | | | 2,345 | | | 11,648 | | | 12,098 |
| Free cash flow | | $ | 10,163 | | $ | 35,614 | | $ | 26,914 | | $ | 77,709 |