Mayville Engineering Company, Inc 8-K/A, filed Sep 15, 2025
Mayville Engineering Company, Inc. (MEC)
About this 8-K/A
Mayville Engineering Company, Inc filed this 8-K/A on September 15, 2025, reporting on events of July 1, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(AMENDMENT NO.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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).
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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. ☐
On July 1, 2025, Mayville Engineering Company, Inc. (the “Company”) filed a Current Report on Form 8-K (“the Original Form 8-K”) to report the consummation of its previously announced acquisition of Accu-Fab, LLC (“Accu-Fab”). This Amendment No. 1 to the Original Form 8-K amends and supplements Item 9.01 of the Original Form 8-K to provide the historical audited and unaudited financial statements of Accu-Fab and the unaudited pro form consolidated combined financial information of the Company pursuant to Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to such items. Except as noted in this paragraph, no other information contained in the Original Form 8-K is amended or supplemented.
Item 9.01.Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
The financial statements for Accu-Fab required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2 to this Amendment No.1 and incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma consolidated combined financial information required by Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Amendment No. 1 to the Original Form 8-K and incorporated herein by reference.
(c) | Not applicable. |
(d) | Exhibits. The exhibits listed in the exhibit index below are being filed herewith. |
EXHIBIT INDEX
Exhibit Number | Description | |
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23.1 | | Consent of RSM US LLP, Independent Auditor for Accu-Fab, LLC. |
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99.1 | | |
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99.2 | | |
| | |
99.3 | | |
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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 amendment to report to be signed on its behalf by the undersigned thereunto duly authorized.
MAYVILLE ENGINEERING COMPANY, INC. | |||
Date: September 15, 2025 |
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| By: | /s/ Rachele M. Lehr | |
| Rachele M. Lehr | ||
Chief Financial Officer | |||
Exhibit 23.1
Consent of Independent Auditor
We consent to the incorporation by reference in the Registration Statements (Nos. 333-260759, 333- 234506, and 333-234505) on Form S-8 and the Registration Statement (No. 333-277747) on Form S-3 of Mayville Engineering Company, Inc. of our report dated September 11, 2025, relating to the consolidated and combined financial statements of Accu-Fab, LLC, appearing in the Current Report on Form 8-K/A filed by Mayville Engineering Company, Inc. on September 15, 2025.
/s/ RSM US LLP
Milwaukee, Wisconsin
September 15, 2025
Exhibit 99.1
Accu-Fab, LLC
Financial Statements
Years Ended December 31, 2024 and 2023
Table of Contents
Board of Directors
Accu-Fab, LLC
Opinion
We have audited the consolidated and combined financial statements of Accu-Fab, LLC (the Company), which comprise the consolidated and combined balance sheets as of December 31, 2024 and 2023, the related consolidated and combined statements of comprehensive income, member’s equity and cash flows for the years then ended, and the related notes to the consolidated and combined financial statements (collectively, the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.
/s/ RSM US LLP
Milwaukee, Wisconsin
September 11, 2025
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Consolidated and Combined Balance Sheets
(in thousands)
|
| December 31, |
| December 31, | ||
| | 2024 | | 2023 | ||
ASSETS | |
| | |
| |
Cash and cash equivalents | | $ | 567 | | $ | 2,167 |
Receivables, net of allowances for doubtful accounts of $24 at December 31, 2024 and $32 at December 31, 2023 | |
| 12,147 | |
| 9,456 |
Inventories, net | |
| 3,797 | |
| 4,178 |
Prepaid expenses and other | |
| 357 | |
| 323 |
Total current assets | |
| 16,868 | |
| 16,124 |
Property, plant and equipment, net | |
| 9,096 | |
| 9,513 |
Goodwill | |
| 12,579 | |
| 12,579 |
Customer relationships | | | 18,965 | | | 21,395 |
Operating lease assets | |
| 4,644 | |
| 5,805 |
Notes receivable - related party | | | 6,200 | | | 6,850 |
Total assets | | $ | 68,352 | | $ | 72,266 |
LIABILITIES AND MEMBER'S EQUITY | |
|
| |
| |
Accounts payable | | $ | 3,195 | | $ | 3,191 |
Accrued liabilities | |
| 882 | |
| 837 |
Earnout liability | |
| — | |
| 2,000 |
Holdback liability | |
| — | |
| 1,000 |
Current portion of operating lease obligation | | | 1,096 | | | 967 |
Total current liabilities | | | 5,173 | | | 7,995 |
Notes payable - related party | | | 1,215 | | | — |
Operating lease obligation, less current maturities | | | 3,233 | | | 4,329 |
Other long-term liabilities | | | 240 | | | 78 |
Total liabilities | |
| 9,861 | |
| 12,402 |
Member's equity | | | 65,303 | | | 62,283 |
Accumulated deficit | | | (6,812) | | | (2,419) |
Total equity | |
| 58,491 | |
| 59,864 |
Total liabilities and equity | | $ | 68,352 | | $ | 72,266 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Consolidated and Combined Statements of Comprehensive Income
(in thousands)
| Twelve Months Ended | ||||
| December 31, | ||||
| 2024 |
| 2023 | ||
Net sales | $ | 61,046 | | $ | 36,095 |
Cost of sales | | 40,232 |
| | 25,644 |
Selling, general, and administrative expenses | | 9,284 |
| | 5,474 |
Intangible amortization | | 2,430 |
| | 1,995 |
Other expenses, net | | 21 |
| | 825 |
Interest expense, net | | 28 |
| | — |
Net income and comprehensive income | $ | 9,051 | | $ | 2,157 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Consolidated and Combined Statement of Member’s Equity
(in thousands, except share amounts)
| | | Legacy | | | | | ||||
| Member's | | Member's | | Accumulated | | Total Stockholders' | ||||
| Equity | | Equity |
| Deficit |
| Equity | ||||
Balance as of December 31, 2022 | $ | — | | $ | 35,416 | | $ | (151) | | $ | 35,265 |
Net income | | — | | | — | | | 2,157 | | | 2,157 |
Distributions | | | | | — | | | (4,425) | | | (4,425) |
Members contribution | | — | | | 26,867 | | | — |
| | 26,867 |
Balance as of December 31, 2023 | $ | — | | | 62,283 | | $ | (2,419) | | $ | 59,864 |
Net income | | | | | — | | | 9,051 | | | 9,051 |
Distributions |
| — | | | — | |
| (13,444) | |
| (13,444) |
Members contribution | | — | | | 3,020 | | | — | | | 3,020 |
Re-organization | | 65,303 | | | (65,303) | | | | | | — |
Balance at December 31, 2024 | $ | 65,303 | | | — | | $ | (6,812) | | $ | 58,491 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Consolidated and Combined Statements of Cash Flows
(in thousands)
| Twelve Months Ended | ||||
| December 31, | ||||
| 2024 |
| 2023 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net income | $ | 9,051 | | $ | 2,157 |
Adjustments to reconcile net income to net cash provided by operating activities: |
| | |
| |
Depreciation |
| 2,068 | | | 1,610 |
Amortization |
| 2,498 | | | 2,003 |
Allowance for doubtful accounts |
| (8) | | | 32 |
Inventory excess and obsolescence reserve |
| 100 | | | (22) |
Non-cash lease expense | | 1,161 | | | 782 |
Loss on disposal of property, plant and equipment |
| 85 | | | — |
Changes in operating assets and liabilities, net of acquired business: |
| | | | |
Accounts receivable |
| (2,682) | | | 520 |
Inventories |
| 280 | | | 1,398 |
Prepaid expenses and other current assets |
| (34) | | | (63) |
Accounts payable | | 5 | | | 502 |
Operating lease obligations |
| (967) | | | (650) |
Accrued liabilities | | (13) | | | (333) |
Net cash flows provided by operating activities | | 11,544 | | | 7,936 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| |
|
|
Purchase of property, plant and equipment |
| (1,598) | | | (266) |
Proceeds from sale of property, plant and equipment | | 55 | | | — |
Payment for acquisition, net of cash acquired |
| — | | | (18,904) |
Net cash flows from investing activities |
| (1,543) | |
| (19,170) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
| |
|
|
Proceeds from notes payables |
| 1,215 | | | — |
Issuance (repayment) of notes receivable with related party |
| 650 | | | (6,850) |
Capital contributions |
| 2,020 | | | 22,082 |
Payment of contingent consideration for acquisition |
| (2,000) | | | (1,900) |
Distributions | | (13,444) | | | (4,425) |
Payments on finance leases | | (42) | | | (12) |
Net cash flows from financing activities |
| (11,601) | |
| 8,895 |
Net increase (decrease) in cash and cash equivalents |
| (1,600) | |
| (2,339) |
Cash and cash equivalents at beginning of period |
| 2,167 | |
| 4,506 |
Cash and cash equivalents at end of period | $ | 567 | | $ | 2,167 |
Supplemental disclosure of cash flow information: | | | | | |
Finance lease right-of-use asset additions | $ | 262 | | $ | 98 |
Non-cash consideration and equity contribution for the acquisition of Accu-Fab, North Carolina | $ | — | | $ | 4,785 |
Non-cash consideration related to the earnout and holdback for the Acquisition of Accu-Fab, North Carolina | | | | | 3,000 |
Non-cash settlement and capital contribution related to the holdback liability for the acquisition of Accu-Fab, North Carolina | $ | 1,000 | | $ | — |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Notes to the Financial Statements
(in thousands)
Note 1. Nature of Business and Basis of Presentation
Accu-Fab, LLC (“Accu-Fab” or “the Company”) is a vertically integrated contract metal fabricator founded in 1977 in Wheeling, IL. Accu-Fab operates two main facilities in Wheeling, Illinois and Raleigh, North Carolina. The company specializes in precision sheet metal fabrication, offering services ranging from design and engineering, automated turret punching, laser cutting, computer-controlled machines forming, robotic welding, power coating, screen printing to full assembly. Accu-Fab serves Original Equipment Manufacturers (OEMs) across fast-growing end markets such as critical power, infrastructure, data centers, renewable energy, aerospace and defense, and industrial automation.
On June 1, 2022, Tide Rock, a private equity company, acquired Accu-Fab Inc., located in Wheeling, Illinois (“Accu-Fab Illinois”), through Accu-Fab Illinois, LLC, (previously named Accu-Fab LLC), a fully owned holding company. On June 30, 2023, Tide Rock acquired Accu-Fab, Inc., located in Raleigh, North Carolina (“Accu-Fab North Carolina”), through Accu-Fab Manufacturing, LLC, a fully owned holding company. On October 10, 2024, Tide Rock formed Accu-Fab; both Accu-Fab Illinois, LLC and Accu-Fab Manufacturing, LLC were contributed to Accu-Fab as a result of a legal reorganization between entities under common control.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). They reflect the combined financial statements of Accu-Fab Illinois, LLC and Accu-Fab Manufacturing prior to October 10, 2024 and the consolidated financial statements of Accu-Fab after the formation of the holding company on October 10, 2024. All intercompany transactions and balances have been eliminated in combination and consolidation. Accu-Fab is an LLC and a disregarded entity for tax purposes, and therefore not a taxable entity.
Note 2. Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with original maturities of 90 days or less to be cash and cash equivalents. Cash balances are maintained in operating accounts, and excess cash is periodically transferred to the parent entity.
Concentration of credit risk
Financial instruments that potentially subject the Company to credit risk consist principally of bank balances above the Federal Deposit Insurance Corporation insurability limits of $250 per official custodian. The Company has not experienced any losses on these accounts and management believes the Company is not exposed to any significant credit risk on cash.
Accounts receivable
The accounts receivable balance amounted to $2,540, $9,456 and $ 12,147 at January 1, 2023, December 31, 2023 and December 31, 2024, respectively.
Accounts receivable are generally uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 90 days from the invoice date. Management periodically reviews past due balances and established an allowance for doubtful accounts of $24 and $32 as of December 31, 2024 and 2023, respectively, for probable uncollectible amounts based on its assessment of the current status of individual accounts. The estimated valuation allowance results in a reduction to sales and the accounts are written-off through a charge to the valuation allowance and a credit to accounts receivable after the Company has used all reasonable collection efforts.
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As the Company's customer base is principally made up of blue-chip OEMs with high credit ratings and trade receivables are due within one year or less, the Company does not have a reserve for credit losses.
Inventories
For Accu-Fab North Carolina, inventories are stated at cost determined on the first-in, first-out method. For Accu-Fab Illinois, costs are stated using the weighted average cost method. For both locations, inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Work-in-process and finished goods are valued at production costs consisting of material, labor, and overhead.
The Company maintains a reserve for obsolete and slow-moving inventory of $121 and $34 as of December 31, 2024 and 2023, respectively, which is based upon the aging of current inventory over a year unused.
Property, plant and equipment
Property, plant and equipment are stated at cost. Expenditures for additions and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the useful lives of the respective assets are expensed as incurred. Properties that are sold or otherwise disposed of are removed from the property accounts, and any resulting gains or losses are recognized in the results of operations.
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, beginning when the asset is placed into service. The capitalized cost includes acquisition and installation costs.
Estimated useful lives of lives for property, plant and equipment are as follows:
Asset | Useful Life |
Leasehold Improvements | 15 - 39 Years |
Machinery and equipment | 3 - 10 Years |
Office furniture and fixtures | 3 - 10 Years |
Vehicles | 5 Years |
Business combinations
The Company accounts for all business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. In connection with a business combination, the acquiring company must allocate the cost of the acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Any excess or shortage of amounts assigned to assets and liabilities over or under the purchase price is recorded as goodwill or a gain on bargain purchase price, respectively. Transaction costs associated with acquisitions are expensed as incurred within selling, general and administrative expenses.
Goodwill
The Company evaluates goodwill whenever events or changes in circumstances indicate potential impairment. The Company performs this evaluation by assessing qualitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its respective carrying value. Factors considered in the qualitative assessments include, among other things, macroeconomic conditions, industry and market considerations, financial performance of the respective reporting unit and other relevant entity- and reporting-unit specific considerations. If based on the results of the qualitative assessment, the Corporation were to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment would be conducted.
For the quantitative assessment, the Company determines the fair value of the reporting unit using an income approach. Under the income approach, the fair value of the reporting unit is calculated based on the present value of estimated future cash flows. The income approach is dependent on several key management assumptions, including estimates of future sales, gross margins, operating
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costs, interest expense, income tax rates, capital expenditures, changes in working capital requirements and the weighted average cost of capital or the discount rate. Discount rate assumptions include an assessment of the risk inherent in the future cash flows of the reporting unit. Expected cash flows used under the income approach are developed in conjunction with the budgeting and forecasting process. Changes to management assumptions and estimates utilized in the income approach could negatively impact the fair value conclusions for the reporting unit resulting in goodwill impairment. All key assumptions and valuations are determined by and are the responsibility of management. The factors used in the impairment analysis are inherently subject to uncertainty. The Company believes that the estimates and assumptions are reasonable to determine the fair value of the reporting unit, however, if actual results are not consistent with these estimates and assumptions, goodwill and other intangible assets may be overstated which could result in an impairment charge.
Based on the results of the qualitative assessments of goodwill performed at December 31, 2023 and 2024, there were no indicators of potential impairment in goodwill. The goodwill includes $7,922 related to acquisition of Accu-Fab Illinois and $4,657 related to the acquisition of Accu-Fab North Carolina. There were no changes to the goodwill balance of $12,579 between December 31, 2023 and December 31, 2024.
Intangible assets, net
The Company’s primary intangible assets are customer relationships acquired in business combinations (Refer to Note 3 – Acquisitions). Intangible assets are initially valued using a methodology commensurate with the intended use of the asset. The costs of amortizable intangible assets are recognized over their expected useful lives using the straight-line method. Intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate long-lived assets described below. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset.
Lease
The Company leases certain building and storage facilities as well as vehicles. An arrangement is considered to contain a lease if it conveys the right to use and control an identified asset for a period of time in exchange for consideration. If it is determined at contract inception that an arrangement contains a lease, then a classification of a lease as operating or finance is determined when the lease commences by evaluating the five criteria outlined in the lease accounting guidance.
Certain leases include lessee options to renew or terminate the lease. Renewal and termination options are exercised at the discretion of the Company and vary based on the nature of each lease. The term of the lease includes renewal periods, or the period beyond a termination option, only if the Company is reasonably certain that it will extend the period of the lease by exercising the renewal option or not exercising the termination option, after considering any penalties and other relevant economic factors. Currently, there are no renewal options that the Company is reasonably certain to exercise or termination options that the Company is reasonably certain to exercise before the otherwise initial term of the lease. The Company’s lease agreements do not contain any residual value guarantees or any material restrictive covenants. As of December 31, 2024, the Company did not have any material leases that have been signed but not commenced.
The Company has entered contracts that contain both lease and non-lease components. In accordance with the applicable accounting standards, the total consideration in these contracts has been allocated between the lease and non-lease components based on their relative standalone prices.
Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments in exchange for that right of use. Finance lease ROU assets and operating lease ROU assets are included in the line items Property, plant and equipment, net and Operating lease assets, respectively, in the Consolidated and Combined Balance Sheets. The current portion and non-current portion of finance lease liabilities within Other current and noncurrent liabilities, and current and non-current operating lease liabilities are presented separately in the Consolidated and Combined Balance Sheets.
Because the discount rate implicit within the Company’s leases is generally not readily determined, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments used to measure its lease liabilities.
During 2023, the Company executed a sublease for a portion of a building to a supplier. The supplier is able to use the space to serve the Company, the supplier’s other customers, and for other administrative and similar purposes that do not conflict with the
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overall use of the building as a manufacturing location. The arrangement is month-to-month in nature with no specified renewal options and can be terminated for convenience by either party at any time. The Company has classified the sublease as an operating lease, with rental income of $75 and $37 for the years ended December 31, 2024 and 2023, respectively, recorded against rental expense.
Fair value of financial instruments
Financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable and notes payable. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates. Cash and cash equivalents, accounts receivable and accounts payable are classified as Level 1 fair value inputs as further described in Note 8 – Fair Value of Financial Instruments.
Impairment of long-lived assets
When events or conditions warrant, the Company evaluates the recoverability of long-lived assets and considers whether these assets are impaired. The Company assesses the recoverability of these assets based on several factors, including management’s intention with respect to these assets and their projected undiscounted cash flows. If projected undiscounted cash flows are less than the carrying amount of the respective assets, the Company adjusts the carrying amounts of such assets to their estimated fair value. To the extent that the carrying value of the net assets of an asset group is greater than the estimated fair value, the Company may be required to record impairment charges. The Company records intangible asset impairment charges as a reduction to intangible assets. The Company records other long-lived asset impairment charges as a reduction to property, plant and equipment in the Balance Sheets. The Company has not recorded any impairment of long-lived assets.
Revenue recognition
The Company recognizes revenue when control of the goods or services are transferred to a customer in an amount that reflects the consideration it expects to be entitled to in exchange for those goods. The Company enters into supply agreements and purchase orders that include free on board (FOB) origin shipping terms. The customer takes ownership at shipment, and this is when control transfers. The Company primarily sells fabricated metal products and assemblies to OEM customers under written supply agreements and purchase orders. Sales are supported by documentation such as supply agreements and purchase orders, which specify certain terms and conditions including product specifications, quantities, fixed prices, delivery dates and payments terms.
Revenue is recognized at a point in time, typically when the product leaves the facility, consistent with FOB origin shipping terms. Title and control transfer to the customer at shipment, as evidenced by packing slips and system entries that record cost of goods sold and sales at the time of dispatch.
The Company offers certain customers discounts for early payments. These discounts are recorded against net sales in the Consolidated and Combined Statement of Comprehensive Income and accounts receivable in the Consolidated and Combined Balance Sheets.
Shipping and handling
The shipping and handling costs incurred by the Company are included in cost of sales on the Consolidated and Combined Statements of Comprehensive Income. These costs are generally comprised of salaries and wages, shipping supplies and warehouse costs. Inbound freight costs, which mostly relate to raw materials, are included in cost of sales on the Statements of Comprehensive Income. Outbound freight costs, which mostly relate to sales, are included in net sales on the Statements of Comprehensive Income. The Company does not charge customers nor recognize revenue for shipping and handling.
Advertising
The Company expenses the costs of advertising when incurred. Advertising expense was $32 and $12 for the twelve months ended December 31, 2024 and 2023, respectively. Advertising costs are charged to selling, general and administrative expenses.
Retirement plans
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The Company’s 401(k) Plan (the 401(k) Plan) covers substantially all employees meeting certain eligibility requirements. The 401(k) Plan is a defined contribution plan and is intended for eligible employees to defer tax-free contributions to save for retirement. Employees may contribute up to 50% of their eligible compensation to the 401(k) Plan, subject to the limits of Section 401(k) of the Internal Revenue Code.
The Company provides a 50% match for employee contributions, up to 6% for Accu-Fab Illinois and up to 2% for Accu-Fab North Carolina. For the twelve months ended December 31, 2024 and 2023, the Company’s employer match expense was $123 and $79, respectively.
Capital contributions
The capital contributions relate primarily to the funding of the acquisition of Accu-Fab North Carolina and an initial cash infusion to this entity in 2023, and to the funding of the settlement of the holdback and earnout liabilities related to this acquisition in 2024.
Recent accounting pronouncements
In November 2024, the FASB issued Accounting Standards Updated (“ASU”) 2024-03, Expense Disaggregation Disclosures, amending ASC 220, Income Statement – Reporting Comprehensive Income. The amendment requires an entity to provide a disclosure within the financial statement footnotes showing the disaggregation of certain expenses included in relevant expense captions on the consolidated income statement, with a qualitative description of the amounts that are not separately disaggregated quantitatively. The guidance also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The guidance is applied on a prospective basis, with a retrospective option and allows for early adoption. The Company is evaluating the potential impact of this guidance on the financial statements.
Note 3. Acquisitions
On May 31, 2022, Accu-Fab Illinois was acquired by Tide Rock Holdings, purchasing 100% of the equity interests. The purchase price of the acquisition was $38,986. In June 2023, the final portion of the purchase price related to holdback liability amounting to $1,900 was paid.
On June 30, 2023, Accu-Fab Manufacturing LLC acquired 100% of the equity interests of Accu-Fab North Carolina. The purpose of the acquisition was to acquire a greater share of the power and data center market. The purchase price of the acquisition was $26,950, including the maximum amount of a potential earnout of $2,000, subject to adjustments for the amount of cash, indebtedness, net working capital and certain expenses of Accu-Fab Inc. (Raleigh, North Carolina) as of the closing. At the closing of the acquisition, the Company applied an estimate of the adjustments and paid total net consideration of $18,904 in cash, net of cash of $261, and $4,785 in units of Tide Rock YieldCo, LLC. In July 2024, Accu-Fab paid the remaining $1,000 holdback liability in units of Tide Rock YieldCo, LLC, and $2,000 earnout in cash. The transaction expenses amounted to $406, recorded partly in Other expenses, net.
The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The estimate of the excess purchase price over the estimated fair value of net tangible assets acquired was allocated to identifiable intangible assets and goodwill. The Company engaged an independent third party to assist with the identification and valuation of these intangible assets. Management makes significant estimates and assumptions when determining the fair value of assets acquired and liabilities assumed. These estimates include, but are not limited to, discount rates, projected future net sales, projected future expected cash flows, useful lives, attrition rates, and growth rates. These measures are based on significant Level 3 inputs (see Note 8) not observable in the market.
12
The following table is a summary of the assets acquired, liabilities assumed, and consideration paid for Accu-Fab North Carolina during 2023:
| Balance Sheet | |
| Allocation | |
Cash | $ | 261 |
Accounts receivable, net | | 6,626 |
Inventory | | 3,477 |
Prepaid expenses and other current assets | | 166 |
Transaction adjustments - Due from seller | | 39 |
Operating lease assets | | 3,588 |
Property, plant and equipment | | 5,174 |
Customer relationships | | 8,700 |
Total assets acquired | | 28,031 |
Accounts payable | | (1,782) |
Accrued expenses | | (1,033) |
Other liabilities | | (2,923) |
Total liabilities assumed | | (5,738) |
Goodwill | | 4,657 |
Total consideration | $ | 26,950 |
Inventory was valued at its estimated fair value, which is defined as expected sales price, less costs to sell, plus a reasonable margin for selling effort. The valuation resulted in an inventory fair value step-up of $699 and was fully expensed and reflected in cost of sales on the Statements of Comprehensive Income during the twelve months ended December 31, 2023.
Property, plant and equipment was valued at its estimated fair value using the cost, market and sales comparison approaches. The valuation resulted in a property, plant and equipment fair value step-up of $1,775. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the respective assets.
The Company recorded a ROU asset and a lease liability for operating leases of $2,918, calculated based on the net present value of future minimum lease payments. The valuation resulted in a step-up of $670 in the ROU asset for off-market leases. The lease expense is recognized on a straight-line basis over the lease term.
The Company also recorded $8,700 of customer relationships intangible assets with an estimated useful life of ten years. The purchase price allocated to these assets was based on management’s forecasted cash inflows and outflows and the multi-period excess earnings method for customer relationships. Amortization expense related to these intangible assets is recorded on a straight-line basis and reflected in amortization of intangible expenses on the Statements of Comprehensive Income.
The purchase price of Accu-Fab North Carolina exceeded the preliminary estimated fair value of identifiable net assets and accordingly, the difference was allocated to goodwill. Goodwill represents the residual intangible value not separately recognized, such as new customer relationships, assembled workforce, or proprietary processes. It also reflects future economic benefits that are not individually identifiable or measurable at the time of valuation. The goodwill balance is not tax deductible.
Pro Forma Financial Information (Unaudited)
In accordance with ASC 805, the following unaudited pro forma combined results of operations have been prepared and presented to give effect to the Accu-Fab North Carolina acquisition as if it had occurred on January 1, 2023, the beginning of the comparable period, applying certain assumptions and pro forma adjustments. These pro forma adjustments primarily relate to the estimated depreciation expense associated with the fair value of the acquired property, plant and equipment, and amortization of identifiable intangible assets. The unaudited pro forma consolidated results are provided for illustrative purposes only, are not indicative of the Company’s actual consolidated results of operations or consolidated financial position and do not reflect any revenue or cost savings that may result from the acquisition.
13
| | Twelve Months | |
| | Ended December 31, | |
|
| 2023 | |
Net sales |
| $ | 49,819 |
Net income |
| $ | 3,382 |
Note 4. Inventory, net
Inventories, net as of December 31, 2024 and December 31, 2023 consist of:
| | December 31, | ||||
|
| 2024 |
| 2023 | ||
Finished goods and purchased parts | | $ | 1,757 | | $ | 1,936 |
Raw materials |
| | 1,186 |
| | 1,622 |
Work-in-process |
| | 975 |
| | 654 |
Inventory Reserve | | | (121) | | | (34) |
Total | | $ | 3,797 | | $ | 4,178 |
Note 5. Property, Plant and Equipment
Property, plant and equipment as of December 31, 2024 and December 31, 2023 consist of:
|
| Useful Lives |
| December 31, | |||||
| | Years | | 2024 | | 2023 | |||
Machinery and equipment | | | 3-10 Years | | $ | 11,883 | | $ | 11,092 |
Leasehold improvements | | | 15-39 Years | | | 314 | | | 222 |
Vehicles |
| | 5 Years |
| | 221 |
| | 216 |
Office furniture and fixtures |
| | 3-10 Years |
| | 199 |
| | 150 |
Construction in progress |
| | |
| | 95 |
| | — |
Finance leases |
| | |
| | 285 |
| | 91 |
Total property, plant and equipment, gross |
| | | | | 12,997 |
| | 11,771 |
Less accumulated depreciation |
| | | | | (3,901) |
| | (2,258) |
Total property, plant and equipment, net | | | | | $ | 9,096 | | $ | 9,513 |
Depreciation expense was $2,068 and $1,610 for the twelve months ended December 31, 2024 and 2023, respectively.
Note 6. Intangible Assets
Intangible assets consist of customer relationships through the acquisition of Accu-Fab Illinois in 2022 and Accu-Fab North Carolina in 2023. The gross value and accumulated amortization of intangibles amounts to $24,300 and $5,335 at December 31, 2024 and $24,300 and $2,905 at December 31, 2023.
The following table represents the changes to the customer relationship balances in 2023 and 2024:
Balance as of December 31, 2022 | | $ | 14,690 |
Acquisition of Accu-Fab North Carolina | | | 8,700 |
Amortization expense | | | (1,995) |
Balance as of December 31, 2023 |
| $ | 21,395 |
Amortization expense |
| | (2,430) |
Balance as of December 31, 2024 | | $ | 18,965 |
14
Future amortization expense is expected to be as follows:
Year ending December 31, |
| | |
2025 | | $ | 2,430 |
2026 | | $ | 2,430 |
2027 | | $ | 2,430 |
2028 | | $ | 2,430 |
2029 | | $ | 2,430 |
Thereafter | | $ | 6,815 |
Note 7. Leases
The components of lease expense were as follows:
| | Twelve Months Ended | ||||
| | December 31, | ||||
|
| 2024 | | 2023 | ||
Finance lease cost: | | | | | | |
Amortization of finance lease assets | | $ | 68 | | $ | 7 |
Interest on finance lease liabilities | | | 16 | |
| 2 |
Total finance lease expense | | | 84 | | | 9 |
Operating lease expense | | | 1,541 | | | 1,116 |
Sublease income | | | (74) | | | (37) |
Total lease expense | | $ | 1,551 | | $ | 1,088 |
Supplemental information related to leases was as follows:
| | | | ||||
| | | December 31, | ||||
| Balance Sheet Classification |
| 2024 | | 2023 | ||
Assets: | | | | | | | |
Finance lease assets | Property, plant and equipment, net | | $ | 285 | | $ | 91 |
Operating lease assets | Operating lease assets | | | 4,644 | |
| 5,805 |
Total lease assets | | | | 4,929 | | | 5,896 |
Current liabilities: | | | | | | | |
Current finance lease liabilities | Accrued liabilities | | | 66 | | | 8 |
Current operating lease liabilities | Current portion of operating lease obligation | | | 1,096 | | | 967 |
Noncurrent liabilities: | | | | | |
| |
Long-term finance lease liabilities | Other long-term liabilities | | | 240 | | | 78 |
Long-term operating lease liabilities | Operating lease obligation, less current maturities | | | 3,233 | | | 4,329 |
Total lease expense | | | $ | 4,635 | | $ | 5,382 |
| December 31, | ||||||
| 2024 | | | 2023 | | ||
Weighted average remaining lease term (in years) | | | | | | | |
Finance leases | | 3.69 | | | | 3.00 | |
Operating leases | | 3.42 | | | | 4.42 | |
| | | | | | | |
Weighted average discount rate | | | | | | | |
Finance leases | | 8 | % | | | 8 | % |
Operating leases | | 8 | % | | | 8 | % |
15
The table below represents ROU asset balances by type of lease:
| December 31, | ||||
| 2024 | | 2023 | ||
Real estate leases | $ | 4,621 | | $ | 5,766 |
Equipment leases | | 23 | | | 39 |
Vehicle leases | | 285 | | | 91 |
Total lease assets | $ | 4,929 | | $ | 5,896 |
Maturities of lease liabilities at December 31, 2024 and minimum lease payments under ASC 842 having initial or remaining non-cancellable terms in excess of one year were as follows:
| | Operating | | Finance | | | |||
Year ending December 31, |
| Leases | | Leases | | Total | |||
2025 | |
| 1,393 | | | 88 | | | 1,481 |
2026 | | | 1,431 | | | 129 | | | 1,560 |
2027 | | | 1,474 | | | 55 | | | 1,529 |
2028 | | | 645 | | | 55 | | | 700 |
2029 | | | — | | | 30 | | | 30 |
Thereafter | | | — | | | — | | | — |
Total lease payments | | | 4,943 | | | 357 | | | 5,300 |
Less: imputed interest | | | 614 | | | 51 | | | 665 |
Total lease obligations | | $ | 4,329 | | $ | 306 | | $ | 4,635 |
Lease related supplemental cash flow information:
| | Twelve Months Ended | ||||
| | December 31, | ||||
| | 2024 |
| 2023 | ||
Cash paid for amounts included in the measurement of lease liabilities for finance leases: | | | | | | |
Operating cash flows | | $ | 16 | | $ | 2 |
Financing cash flows | | $ | 42 | | $ | 12 |
| | | | | | |
Cash paid for amounts included in the measurement of lease liabilities for operating leases: | | | | | | |
Operating cash flows | | $ | 1,347 | | $ | 983 |
| |
| | |
| |
Right-of-use assets obtained in exchange for recorded lease obligations: | | | | | | |
Operating leases | | $ | — | | $ | 2,918 |
Finance leases | | $ | 262 | | $ | 98 |
ROU assets are assessed for impairment in accordance with the Company’s long-lived asset policy. The Company reassesses lease classification and remeasures ROU assets and lease liabilities when a lease is modified, and that modification is not accounted for as a separate new lease or upon certain other events that require reassessment in accordance with ASC 842.
Note 8. Fair Value of Financial Instruments
Fair value provides information on what the Company may realize if certain assets were sold or might pay to transfer certain liabilities based upon an exit price. Financial assets and liabilities that are measured and reported at fair value are classified into a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:
16
The following table lists the Company’s financial assets and liabilities accounted for at fair value by the fair value hierarchy:
| | Balance at | | Fair Value Measurements at | ||||||||
| | December 31, | | Report Date Using | ||||||||
|
| 2023 |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Earnout Liability | | $ | 2,000 | | $ | — | | $ | — | | $ | 2,000 |
Total | | $ | 2,000 | | $ | — | | $ | — | | $ | 2,000 |
Fair value measurements for the Company’s cash and cash equivalents are classified based upon Level 1 measurements because such measurements are based upon quoted market prices in active markets for identical assets.
Accounts receivable, accounts payable, and accrued liabilities are recorded in the Balance Sheets at cost and approximate fair value.
The $2,000 earnout liability relates to an anticipated payment to be made related to the acquisition of Accu-Fab North Carolina by meeting certain targets. As of June 30, 2023, the nominal amount of $2,000 was estimated to be the approximate fair value and as such, is recorded based on fair value assumptions in line with the Level 3 hierarchy due to unobservable data inputs and Company judgement. During 2024, the earnout was paid out amounting to $2,000.
The Company’s non-financial assets such as goodwill, intangible assets and property, plant, and equipment are re- measured at fair value when there is an indication of impairment and adjusted only when an impairment charge is recognized. For the years ended December 31, 2024, and 2023, there was no impairment recognized for the year.
Note 9. Revenue Recognition
Disaggregated Revenue
The following table represents a disaggregation of revenue by region of production:
| Twelve Months Ended | ||||
| December 31, | ||||
Region | 2024 | | 2023 | ||
North Carolina | $ | 33,608 | | $ | 13,350 |
Illinois | | 27,855 | | | 22,745 |
Total | | 61,463 | | | 36,095 |
Intercompany sales elimination | | 417 | | | — |
Total, net sales | $ | 61,046 | | $ | 36,095 |
17
Note 10. Concentration of Major Customers
The following customers accounted for 10% or greater of the Company’s recorded net sales and net trade receivables:
| | Net Sales | | | Accounts Receivable | ||||||
| | Three Months Ended | | | As of | ||||||
| | December 31, | | | December 31, | ||||||
|
| 2024 |
| | 2023 |
| | 2024 |
| | 2023 |
Customer | | | | | | | | | | | |
A |
| 16.4 | % | | <10 | % | | 19.2 | % | | 13.5 |
B |
| 19.5 | % | | 24.1 | % | | 12.8 | % | | 13.0 |
C |
| 15.0 | % | | 11.1 | % | | 24.1 | % | | 25.7 |
Note 11. Related Party
Certain related party transactions between Accu-Fab LLC and Tide Rock have been included in the Consolidated and Combined Balance Sheets as of December 31, 2024, and 2023.
During the year ended December 31, 2023, the Company issued promissory notes to Tide Rock amounting to $6,850. These notes are unsecured and do not bear any interest. The notes are due to mature in 2028. As of December 31, 2024, and December 31, 2023, the balance due was $6,200 and $6,850 respectively, which is classified as Note receivable – related party in non-current assets.
During the year ended December 31, 2024, the Company received capital loans amounting to $1,215. The Company pays monthly interest on the loan. Interest expense on the activity with Tide Rock was $4 as of December 31, 2024 and are presented in the Consolidated and Combined Statement of Comprehensive Income. As of December 31, 2024, the balance due was $1,215, which is classified as Note payable – related party in non-current liabilities.
Note 12. Subsequent Event
Mayville Engineering Company, Inc. (“MEC”), a leading value-added provider of design, prototyping, and manufacturing solutions serving diverse end markets, completed the acquisition of Accu-Fab, LLC (“Accu-Fab”) from Tide Rock, effective July 1, 2025. Under the terms of the agreement, MEC paid total cash consideration of $140.5 million, subject to customary adjustments including a net working capital adjustment. The transaction was funded through availability on MEC’s existing $350 million credit facility. Through the acquisition of Accu-Fab, MEC enhances its strategic position by broadening its customer base and accelerating its entry into the rapidly growing critical power infrastructure and data center end markets. Leveraging MEC’s broader geographic footprint, the combined business platform is well-positioned to meet rising demand within these end markets and significantly expands MEC’s serviceable addressable market.
All related party note receivables and note payables were settled between Accu-Fab LLC and Tide Rock before the completion of the acquisition by MEC.
18
Exhibit 99.2
Accu-Fab, LLC
Interim Financial Statements
Three Months Ended March 31, 2025
Table of Contents
Page | |
|---|---|
2 | |
| |
Consolidated and Combined Statements of Comprehensive Income | 3 |
| |
4 | |
| |
5 | |
| |
6 | |
|
Consolidated and Combined Balance Sheet
(in thousands)
|
| March 31, |
| December 31, | ||
| | 2025 | | 2024 | ||
ASSETS | |
| | |
| |
Cash and cash equivalents | | $ | 1,497 | | $ | 567 |
Receivables, net of allowances for doubtful accounts of $24 at March 31, 2024 and $32 at December 31, 2024 | |
| 13,409 | |
| 12,147 |
Inventories, net | |
| 3,943 | |
| 3,797 |
Prepaid expenses and other | |
| 269 | |
| 357 |
Total current assets | |
| 19,118 | |
| 16,868 |
Property, plant and equipment, net | |
| 8,932 | |
| 9,096 |
Goodwill | |
| 12,579 | |
| 12,579 |
Customer relationships | | | 18,357 | | | 18,965 |
Operating lease assets | |
| 4,341 | |
| 4,644 |
Notes receivable - related party | | | 6,200 | | | 6,200 |
Total assets | | $ | 69,527 | | $ | 68,352 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
|
| |
| |
Accounts payable | | $ | 3,966 | | $ | 3,195 |
Accrued liabilities | |
| 924 | |
| 882 |
Current portion of operating lease obligation | | | 1,130 | | | 1,096 |
Total current liabilities | | | 6,020 | | | 5,173 |
Notes payable - related party | | | 2,640 | | | 1,215 |
Operating lease obligation, less current maturities | | | 2,940 | | | 3,233 |
Other long-term liabilities | | | 226 | | | 240 |
Total liabilities | |
| 11,826 | |
| 9,861 |
Member's equity | | | 65,303 | | | 65,303 |
Retained earnings | | | (7,602) | | | (6,812) |
Total equity | |
| 57,701 | |
| 58,491 |
Total liabilities and equity | | $ | 69,527 | | $ | 68,352 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
2
Consolidated and Combined Statements of Comprehensive Income
(in thousands)
| Three Months Ended | ||||
| March 31, | ||||
| 2025 |
| 2024 | ||
Net sales | $ | 16,286 | | $ | 14,791 |
Cost of sales | | 10,695 |
| | 9,763 |
Selling, general, and administrative expenses | | 2,496 |
| | 2,250 |
Intangible amortization | | 608 |
| | 608 |
Other expenses, net | | (13) |
| | (65) |
Interest expense, net | | 35 |
| | 4 |
Net income and comprehensive income | $ | 2,465 | | $ | 2,231 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
3
Accu-Fab LLC
Consolidated and Combined Statement of Member’s Equity
(in thousands)
| | | Legacy | | | | | ||||
| Member's | | Member's | | Retained | | | ||||
| Equity | | Equity |
| Earnings |
| Total | ||||
Balance as of December 31, 2024 | $ | 65,303 | | $ | — | | $ | (6,812) | | $ | 58,491 |
Net income | | — | | | — | | | 2,465 | | | 2,465 |
Distributions | | | | | — | | | (3,255) | | | — |
Balance as of March 31, 2025 | $ | 65,303 | | | — | | $ | (7,602) | | $ | 57,701 |
| | | | | | | | | | | |
| | | Legacy | | | | | ||||
| Member's | | Member's | | Retained | | | ||||
| Equity | | Equity |
| Earnings |
| Total | ||||
Balance as of December 31, 2023 | $ | — | | $ | 62,283 | | $ | (2,419) | | $ | 59,864 |
Net income | | — | | | — | | | 2,231 | | | 2,231 |
Distributions |
| — | | | — | |
| (2,850) | |
| (2,850) |
Balance as of March 31, 2024 | $ | — | | | 62,283 | | $ | (3,038) | | $ | 59,245 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
4
Accu-Fab LLC
Consolidated and Combined Statements of Cash Flows
(in thousands)
| Three Months Ended | ||||
| March 31, | ||||
| 2025 |
| 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net income | $ | 2,465 | | $ | 2,231 |
Adjustments to reconcile net income to net cash provided by operating activities: |
| | |
| |
Depreciation |
| 521 | | | 483 |
Amortization |
| 632 | | | 615 |
Allowance for doubtful accounts |
| — | | | (11) |
Inventory excess and obsolescence reserve |
| (53) | | | 55 |
Changes in operating assets and liabilities, net of acquired business: |
| | | | |
Accounts receivable |
| (1,262) | | | (2,866) |
Inventories |
| (93) | | | (249) |
Prepaid expenses and other current assets |
| 88 | | | 85 |
Operating lease assets | | 303 | | | 283 |
Accounts payable | | 771 | | | 492 |
Operating lease obligations |
| (259) | | | (229) |
Accrued liabilities | | 41 | | | 117 |
Net cash flows provided by operating activities | | 3,154 | | | 1,006 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| |
|
|
Purchase of property, plant and equipment |
| (381) | | | (104) |
Net cash flows used in investing activities |
| (381) | |
| (104) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
| |
|
|
Proceeds from notes payables with related party |
| 1,425 | | | — |
Repayment/issuance of notes receivable with related party |
| — | | | 650 |
Distributions |
| (3,255) | | | (2,850) |
Payments on finance leases |
| (13) | | | (2) |
Net cash flows used in financing activities |
| (1,843) | |
| (2,202) |
Net increase (decrease) in cash and cash equivalents |
| 930 | |
| (1,300) |
Cash and cash equivalents at beginning of period |
| 567 | |
| 2,167 |
Cash and cash equivalents at end of period | $ | 1,497 | | $ | 867 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
5
Accu-Fab LLC
Notes to the Unaudited Consolidated and Combined Financial Statements
(in thousands except share amounts, years and ratios)
(unaudited)
Note 1. Nature of Business and Basis of Presentation
Accu-Fab, LLC (“Accu-Fab”) is a vertically integrated contract metal fabricator. Accu-Fab operates two main facilities in Wheeling (“Accu-Fab Illinois”), Illinois and Raleigh, North Carolina (“Accu-Fab North Carolina”). Accu-Fab serves Original Equipment Manufacturers (OEMs) across fast-growing end markets such as critical power, infrastructure, data centers, renewable energy, aerospace and defense, and industrial automation. Accu-Fab is an LLC and a disregarded entity for tax purposes, and therefore not a taxable entity.
The interim unaudited Consolidated and Combined Financial Statements of Accu-Fab, LLC (“Accu-Fab”, we, our, us or similar terms) presented here have been prepared in accordance with the accounting principles generally accepted in the United States of America (GAAP) and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations and financial position for the interim unaudited periods presented. All intercompany balances and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These interim unaudited Consolidated and Combined Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2024. A summary of the Company’s significant accounting policies is included in the Company’s 2024 financial statements. The Company followed these policies in preparation of the interim unaudited Consolidated and Combined Financial Statements.
Note 2. Inventory
For Accu-Fab North Carolina, inventories are stated at cost determined on the first-in, first-out method. For Accu-Fab Illinois, costs are stated using the weighted average cost method. For both locations, inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Work-in-process and finished goods are valued at production costs consisting of material, labor, and overhead.
Inventories as of March 31, 2025, and December 31, 2024 consist of:
| | March 31, | | December 31, | ||
|
| 2025 |
| 2024 | ||
Finished goods and purchased parts | | $ | 1,640 | | $ | 1,757 |
Raw materials |
| | 1,364 |
| | 1,186 |
Work-in-process |
| | 1,007 |
| | 975 |
Inventory Reserve | | | (68) | | | (121) |
Total | | $ | 3,943 | | $ | 3,797 |
6
Note 3. Property, Plant, and Equipment
Property, plant, and equipment as of March 31, 2025 and December 31, 2024 consist of:
|
| Useful Lives |
| March 31, | | December 31, | |||
| | Years | | 2025 | | 2024 | |||
Machinery and equipment | | | 3-10 Years | | $ | 12,310 | | $ | 11,883 |
Leasehold improvements | | | 15-39 Years | | | 319 | | | 314 |
Vehicles |
| | 5 Years |
| | 222 |
| | 221 |
Office furniture and fixtures |
| | 3-10 Years |
| | 199 |
| | 199 |
Construction in progress |
| | |
| | 44 |
| | 95 |
Finance leases |
| | |
| | 260 |
| | 285 |
Total property, plant and equipment, gross |
| | | | | 13,354 |
| | 12,997 |
Less accumulated depreciation |
| | | | | (4,422) |
| | (3,901) |
Total property, plant and equipment, net | | | | | $ | 8,932 | | $ | 9,096 |
Depreciation expense was $521 and $483 for the three months ended March 31, 2025 and March 31, 2024, respectively.
Note 4. Goodwill
There were no changes to the goodwill balance as of $12,579 between December 31, 2024 and March 31, 2025.
Note 5. Intangible Assets
Intangible assets consist of customer relationships through the acquisition of Accu-Fab Illinois in 2022 and Accu-Fab North Carolina in 2023, with useful lives of 10 years. The gross value and accumulated amortization of customer relationships amounts to $24,300 and $5,943 at March 31, 2025, and $24,300 and $5,335 at December 31, 2024.
The following table represents the changes to the customer relationship balances between December 31, 2024 and March 31, 2025:
Balance as of December 31, 2024 |
| $ | 18,965 |
Amortization expense |
| | (608) |
Balance as of March 31, 2025 | | $ | 18,357 |
For both the three months ended March 31, 2025 and 2024, amortization expense was $608.
Future amortization expense is expected to be as follows
Year ending December 31, |
| | |
2025 | | $ | 2,430 |
2026 | | $ | 2,430 |
2027 | | $ | 2,430 |
2028 | | $ | 2,430 |
2029 | | $ | 2,430 |
Thereafter | | $ | 6,815 |
Note 6. Leases
The Company has real property operating leases for office and manufacturing space. Operating leases for the Company’s personal property consist of leases for office equipment and storage tanks for bulk gases. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating leases based on the net present value of future minimum lease payments. Lease expense
7
for the Company’s operating leases is recognized on a straight-line basis over the lease term, including renewal periods that are considered reasonably certain. The Company has not elected to recognize right-of-use assets or lease liabilities for leases with a term of twelve months or less.
The Company has finance leases for vehicles used throughout its office and manufacturing facilities. The Company recognizes an ROU asset and a lease liability for finance leases based on the net present value of future minimum lease payments. Lease expense for the Company’s finance leases is comprised of the amortization of the ROU asset and interest expense recognized based on the effective interest method.
The components of lease expense were as follows:
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 | | 2024 | ||
Finance lease cost: | | | | | | |
Amortization of finance lease assets | | $ | 25 | | $ | 7 |
Interest on finance lease liabilities | | | 6 | |
| 2 |
Total finance lease expense | | | 31 | | | 9 |
Operating lease expense | | | 385 | | | 385 |
Sublease income | | | (19) | | | (18) |
Total lease expense | | $ | 397 | | $ | 376 |
The lease related supplemental cash flow information is as follows:
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2025 |
| 2024 | ||
Cash paid for amounts included in the measurement of lease liabilities for finance leases: | | | | | | |
Operating cash flows | | $ | 6 | | $ | 2 |
Financing cash flows | | $ | 13 | | $ | 2 |
| | | | | | |
Cash paid for amounts included in the measurement of lease liabilities for operating leases: | | | | | | |
Operating cash flows | | $ | 342 | | $ | 440 |
| |
| | |
| |
Right-of-use assets obtained in exchange for recorded lease obligations: | | | | | | |
Operating leases | | $ | — | | $ | — |
Finance leases | | $ | — | | $ | — |
Note 7. Revenue Recognition
Disaggregated Revenue
The following tables represents a disaggregation of revenue by region of production:
| Three Months Ended | ||||
| March 31, | ||||
Region | 2025 | | 2024 | ||
North Carolina | $ | 10,015 | | $ | 7,818 |
Illinois | | 7,129 | | | 6,973 |
Total | | 17,144 | | | 14,791 |
Intercompany sales elimination | | 858 | | | — |
Total, net sales | $ | 16,286 | | $ | 14,791 |
8
Note 8. Concentration of Major Customers
The following customers accounted for 10% or greater of the Company’s recorded net sales or net trade receivables:
| | Net Sales | | | Accounts Receivable | | ||||||
| | Three Months Ended | | | As of | | ||||||
| | March 31, | | | March 31, | | | December 31, | | |||
|
| 2025 |
| | 2024 |
| | 2025 |
| | 2024 |
|
Customer | | | | | | | | | | | | |
A |
| 10.8 | % | | 16 | % | | 14.9 | % | | 19.2 | % |
B |
| 15.7 | % | | 18.8 | % | | 10.7 | % | | 12.8 | % |
C |
| 14.3 | % | | 13.8 | % | | 21.4 | % | | 24.1 | % |
D |
| 7.7 | % | | — | % | | 10.4 | % | | 0.1 | % |
Note 9. Related Party
Certain related party transactions between Accu-Fab LLC and Tide Rock have been included in the Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024.
During the year ended December 31, 2023, the Company issued promissory notes to Tide Rock totaling $6,850. These notes are unsecured and do not bear any interest. The notes are due to mature in 2028. As of March 31, 2025, and December 31, 2024, the balance due was $6,200 and $6,200 respectively.
During the year ended December 31, 2024, the Company received capital loans amounting to $1,215. The company pays monthly interest on the loan. Interest expense on the activity was $38 as of March 31, 2025, and $4 as of December 31, 2024. As of March 31, 2025, the total capital loans balance due was $2,640, which is classified as long-term payables.
Note 10. Subsequent Event
Mayville Engineering Company, Inc. (“MEC”), a leading value-added provider of design, prototyping, and manufacturing solutions serving diverse end markets, announced the completion of the previously announced acquisition of Accu-Fab, LLC (“Accu-Fab”) from Tide Rock, effective July 1, 2025. Under the terms of the agreement, MEC paid total cash consideration of $140.5 million, subject to customary adjustments including a net working capital adjustment. The transaction was funded through availability on MEC’s existing $350 million credit facility. Through the acquisition of Accu-Fab, MEC enhances its strategic position by broadening its customer base and accelerating its entry into the rapidly growing critical power infrastructure and data center end markets. Leveraging MEC’s broader geographic footprint, the combined business platform is well-positioned to meet rising demand within these end markets and significantly expands MEC’s serviceable addressable market.
All notes’ receivables and notes payables were settled between Accu-Fab LLC and Tide Rock before the completion of acquisition by MEC.
9
Exhibit 99.3
Table of Contents
UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL INFORMATION
On May 23, 2025, Mayville Engineering Company, Inc. (“MEC”, “the Company”, “we”, “our”, “us” or similar terms) entered into a Purchase Agreement (the "Agreement") with Tide Rock YieldCo, LLC (“Tide Rock”), a Delaware limited liability company (“Seller”), to purchase all the issued and outstanding equity interests of Accu-Fab, LLC (“Accu-Fab”), a Delaware limited liability company (the “Acquisition”). According to the terms of the Agreement, at closing on July 1, 2025, the Seller transferred all of its shares of Accu-Fab to the Company, and the Company acquired those shares for a total purchase consideration of $141.2 million.
The Company financed the Acquisition by borrowing under its existing credit arrangement. On June 26, 2025, the Company entered into the first amendment to its amended and restated credit agreement, dated as of June 28, 2023, to increase its borrowing capacity. However, the additional borrowing capacity was not needed to finance the Acquisition. The Company filed the amended and restated credit agreement with the Securities and Exchange Commission (“SEC”) on June 27, 2025, as Exhibit 10 to its Form 8-K dated June 26, 2025.
The following Unaudited Pro Forma Consolidated and Combined Financial Information presents the pro forma effects of the acquisition of Accu-Fab by the Company.
The following Unaudited Pro Forma Consolidated and Combined Financial Information was prepared in accordance with Article 11 of Regulation S-X using accounting policies in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Unaudited Pro Forma Consolidated and Combined Financial Information (1) was prepared using the acquisition method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), the Company being the acquiring entity and (2) is based on the Company’s historical Consolidated Financial Statements and Accu-Fab's historical Financial Statements, as adjusted to present the Pro Forma impact of the Acquisition.
In accordance with ASC 805, we use our best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed, and the related income tax impacts as of the Acquisition date. The estimate of the excess purchase price over the fair value of net tangible assets acquired was allocated to identifiable intangible assets and goodwill. The fair values assigned to Accu-Fab's tangible and identifiable intangible assets acquired and liabilities assumed are based on the Company’s estimates and assumptions. The estimated fair values of these assets acquired and liabilities assumed are considered preliminary and are based on the information that was available as of the date of the Acquisition. In the opinion of the Company’s management, the Unaudited Pro Forma Consolidated and Combined Financial Information includes all material adjustments necessary to be in accordance with Article 11 of Regulation S-X.
The purchase price allocation reflected in the following Unaudited Pro Forma Consolidated and Combined Financial Information is preliminary in nature as the final, actual purchase price and certain valuations have not been finalized. Accordingly, although these amounts represent Company management’s current best estimate of fair value, the final purchase price allocation may differ materially from the preliminary allocation utilized in the following Unaudited Pro Forma Consolidated and Combined Financial Information. In addition, the Unaudited Pro Forma Consolidated and Combined Statement of Comprehensive Income (Loss) Information includes various estimates which are subject to material change and may not be indicative of what may be expected to occur in the future. The Pro Forma adjustments are described in the accompanying Notes to the Unaudited Pro Forma Consolidated and Combined Financial Information.
The Unaudited Pro Forma Consolidated and Combined Financial Information is presented for informational purposes only. Such information is not necessarily indicative of the operating results or financial position that would have been achieved if the Acquisition had been consummated on the dates indicated or that the combined company may achieve in future periods. Further, the Unaudited Pro Forma Consolidated Combined Financial Information does not reflect any revenue and operating synergies or cost savings that may result from the Acquisition.
The Unaudited Pro Forma Consolidated Combined Financial Information gives effect to the accounting for the Acquisition, including the pro forma adjustments intended to illustrate the estimated effects of the Acquisition (the “Transaction Accounting Adjustments” or “Adjustments”).
The following Unaudited Pro Forma Consolidated Combined Financial Information as of and for the three months ended March 31, 2025, and for the year ended December 31, 2024, is derived from:
2
| ● | The historical Unaudited Consolidated and Combined Financial Statements and accompanying notes of MEC as of and for the three months ended March 31, 2025, included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 7, 2025. |
| ● | The historical Audited Consolidated and Combined Financial Statements and accompanying notes of MEC as of and for the year ended December 31, 2024, included in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 6, 2025. |
| ● | The historical Unaudited Consolidated and Combined Financial Statements and accompanying notes of Accu-Fab as of and for the three months ended March 31, 2025, included as Exhibit 99.2 to this Form 8-K/A. |
| ● | The historical Audited Consolidated and Combined Financial Statements and accompanying notes of Accu-Fab as of and for the year ended December 31, 2024, included as Exhibit 99.1 to this Form 8-K/A. |
All terms defined in this section of the report are used solely for the purposes of this section and do not apply to any other section of this Current Report on Form 8-K/A.
3
Unaudited Pro Forma Consolidated and Combined Balance Sheet
As of March 31, 2025
(in thousands, except share amounts and per share data)
| | Mayville Engineering | | | | | | | | | | | ||
| | Company, Inc. | | Accu-Fab, LLC. | | Transaction Accounting | | Note | | Pro Forma | ||||
| | (Historical) | | (Historical) | | Adjustments | | Ref. | | Combined | ||||
ASSETS | |
| | | | | | | | | | |||
Current assets: | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 183 | | $ | 1,497 | | $ | (141,185) | | 5(a) | | $ | 1,680 |
| | | | | | | | | 141,185 | | 5(b) | | | |
Receivables, net of allowances for doubtful accounts | |
| 57,927 | |
| 13,409 | |
| — | | | |
| 71,336 |
Inventories, net | |
| 55,834 | |
| 3,943 | |
| 307 | | 5(c) | |
| 60,084 |
Tooling in progress | |
| 4,432 | |
| — | |
| — | | | |
| 4,432 |
Prepaid expenses and other current assets | |
| 3,635 | |
| 269 | |
| — | | | |
| 3,904 |
Total current assets | |
| 122,011 | |
| 19,118 | |
| 307 | | | |
| 141,436 |
Non-current assets: | | | | | | | | | | | | | | |
Property, plant and equipment, net | |
| 152,724 | |
| 8,932 | |
| 1,193 | | 5(d) | |
| 162,849 |
Assets held for sale | | | 1,402 | | | — | | | — | | | | | 1,402 |
Goodwill | |
| 92,650 | |
| 12,579 | |
| 34,831 | | 5(e) | |
| 140,060 |
Intangible assets, net | |
| 50,001 | |
| 18,357 | |
| 50,343 | | 5(f) | |
| 118,701 |
Operating lease assets | | | 27,297 | | | 4,341 | | | 370 | | 5(g) | | | 32,008 |
Notes receivable - related party | | | — | | | 6,200 | | | (6,200) | | 5(h) | | | — |
Other long-term assets | |
| 1,617 | |
| — | |
| — | | | |
| 1,617 |
Total non-current assets | | | 325,691 | |
| 50,409 | |
| 80,537 | | | |
| 456,637 |
Total Assets | | $ | 447,702 | | $ | 69,527 | | $ | 80,844 | | | | $ | 598,073 |
LIABILITIES | |
|
| |
| | |
| | | | |
| |
Current liabilities: | | | | | | | | | | | | | | |
Accounts payable | | $ | 49,749 | | $ | 3,966 | | $ | — | | | | $ | 53,715 |
Current portion of operating lease obligation | | | 4,806 | | | 1,130 | | | — | | | | | 5,936 |
Accrued liabilities: | |
| | |
| | |
| | | | |
| |
Salaries, wages, and payroll taxes | | | 6,163 | | | 364 | | | | | | | | 6,527 |
Bonuses and deferred compensation | |
| 2,630 | |
| 411 | |
| — | | | |
| 3,041 |
Other current liabilities | |
| 9,589 | |
| 149 | |
| 1,854 | | 5(i) | |
| 11,592 |
Total current liabilities | |
| 72,937 | |
| 6,020 | |
| 1,854 | | | |
| 80,811 |
Non-current liabilities: | | | | | | | | | | | | | | |
Bank revolving credit notes | |
| 77,479 | |
| — | |
| 141,185 | | 5(b) | |
| 218,664 |
Operating lease obligation, less current maturities | | | 24,219 | | | 2,940 | | | — | | | | | 27,159 |
Deferred compensation, less current portion | | | 3,877 | | | — | | | — | | | | | 3,877 |
Deferred income tax liability | |
| 16,293 | |
| — | |
| — | | | |
| 16,293 |
Notes payable - related party | |
| — | |
| 2,640 | |
| (2,640) | | 5(h) | |
| — |
Other long-term liabilities | |
| 2,940 | |
| 226 | |
| — | | | |
| 3,166 |
Total non-current liabilities | | | 124,808 | | | 5,806 | | | 138,545 | | | | | 269,159 |
Total Liabilities | | $ | 197,745 | | $ | 11,826 | | $ | 140,399 | | | | $ | 349,970 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
4
EQUITY | | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | | |
Common shares | | | — | | | 65,303 | | | (65,303) | | 5(j) | | | — |
Additional paid-in-capital | | | 207,007 | | | — | | | — | | | | | 207,007 |
Retained earnings | | | 60,106 | | | (7,602) | | | 11,162 | | 5(j) | | | 58,252 |
| | | | | | | | | (1,854) | | 5(j) | | | |
| | | | | | | | | (3,560) | | 5(h) | | | |
Treasury shares at cost | | | (17,156) | | | — | | | — | | | | | (17,156) |
Total shareholders’ equity | |
| 249,957 | |
| 57,701 | |
| (59,555) | | | |
| 248,103 |
Total Equity | | $ | 249,957 | | $ | 57,701 | | $ | (59,555) | | | | $ | 248,103 |
Total liabilities and equity | | $ | 447,702 | | $ | 69,527 | | $ | 80,844 | | | | $ | 598,073 |
See the accompanying notes to Unaudited Pro Forma Consolidated and Combined Financial Information
5
Unaudited Pro Forma Consolidated and Combined Income (Loss) Statement
For the Three Months ended March 31, 2025
(in thousands, except share amounts and per share data)
| Mayville Engineering | | | | Transaction | | | | | | |||
| Company, Inc. | | Accu-Fab, LLC. | | Accounting | | Note | | Pro Forma | ||||
| (Historical) | | (Historical) | | Adjustments | | Ref. | | Combined | ||||
Net sales | $ | 135,579 |
| $ | 16,286 | | $ | — | | | | $ | 151,865 |
Cost of sales | | 120,255 |
| | 10,695 | | | (88) | | 6(a) | | | 130,894 |
| | |
| | | | | 32 | | 6(b) | | | |
Amortization of intangible assets | | 1,733 | | | 608 | | | 855 | | 6(c) | | | 3,196 |
Bonuses and deferred compensation | | 3,325 |
| | — | | | — | | | | | 3,325 |
Other selling, general and administrative expenses | | 8,689 | | | 2,496 | | | (22) | | 6(a) | | | 11,163 |
Total income from operations | | 1,577 | | | 2,487 | | | (777) | | | | | 3,287 |
Interest expense | | 1,567 | | | 35 | | | (38) | | 6(d) | | | 3,506 |
| | | | | | | | 1,942 | | 6(f) | | | |
Income before taxes | | 10 | | | 2,452 | | | (2,681) | | | | | (219) |
Other income, net | | — | | | 13 | | | — | | | | | 13 |
Income tax benefit | | (10) | | | — | | | (52) | | 6(h) | | | (62) |
Net income (loss) and comprehensive income (loss) | $ | 20 | | $ | 2,465 | | $ | (2,629) | | | | $ | (144) |
| | | | | | | | | | | | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic | $ | 0.00 | | | | | | | | | | $ | (0.01) |
Diluted | $ | 0.00 | | | | | | | | | | $ | (0.01) |
| | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | |
Basic | | 20,520,696 | | | | | | | | | | | 20,520,696 |
Diluted | | 20,750,938 | | | | | | | | | | | 20,750,938 |
See the accompanying notes to Unaudited Pro Forma Consolidated and Combined Financial Information
6
Unaudited Pro Forma Consolidated and Combined Income (Loss) Statement
For the Year Ended December 31, 2024
(in thousands, except share amounts and per share data)
| Mayville Engineering | | | | Transaction | | | | | | |||
| Company, Inc. | | Accu-Fab, LLC. | | Accounting | | Note | | Pro Forma | ||||
| (Historical) | | (Historical) | | Adjustments | | Ref. | | Combined | ||||
Net sales | $ | 581,604 |
| $ | 61,046 | | $ | — | | | | $ | 642,650 |
Cost of sales | | 510,507 |
| | 40,232 | | | (339) | | 6(a) | | | 550,834 |
| | | | | | | | 307 | | 6(e) | | | |
| | |
| | | | | 127 | | 6(b) | | | |
Amortization of intangible assets | | 6,933 |
| | 2,430 | | | 3,420 | | 6(c) | | | 12,783 |
Bonuses and deferred compensation | | 13,593 |
| | — | | | — | | | | | 13,593 |
Other selling, general and administrative expenses | | 31,518 | | | 9,284 | | | (85) | | 6(a) | | | 42,571 |
| | | | | | | | 1,854 | | 6(g) | | | |
Gain on lawsuit settlement | | (25,500) | | | — | | | — | | | | | (25,500) |
Total income from operations | | 44,553 | | | 9,100 | | | (5,284) | | | | | 48,369 |
Interest expense | | 10,989 | | | 28 | | | (12) | | 6(d) | | | 18,882 |
| | | | | | | | 7,877 | | 6(f) | | | |
Income before taxes | | 33,564 | | | 9,072 | | | (13,149) | | | | | 29,487 |
Other income, net | | — | | | (21) | | | — | | | | | (21) |
Income tax expense (benefit) | | 7,596 | | | — | | | (991) | | 6(h) | | | 6,605 |
Net income (loss) and comprehensive income (loss) | $ | 25,968 | | $ | 9,051 | | $ | (12,158) | | | | $ | 22,861 |
| | | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | | |
Basic | $ | 1.26 | | | | | | | | | | $ | 1.11 |
Diluted | $ | 1.24 | | | | | | | | | | $ | 1.09 |
| | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | |
Basic | | 20,611,192 | | | | | | | | | | | 20,611,192 |
Diluted | | 20,972,192 | | | | | | | | | | | 20,972,192 |
See the accompanying notes to Unaudited Pro Forma Consolidated and Combined Financial Information
7
Mayville Engineering Company, Inc. and Subsidiaries
Notes to the Unaudited Pro Forma Consolidated and Combined Financial Information
(in thousands, except share amounts, per share data and years)
Note 1. Basis of Presentation
The accompanying Pro Forma Financial Information was prepared in accordance with Article 11 of Regulation S-X. The Unaudited Pro Forma Consolidated and Combined Balance Sheet is presented as if the Acquisition had occurred on March 31, 2025, and the Unaudited Pro Forma Consolidated and Combined Statements of Operations for the three months ended March 31, 2025, and for the year ended December 31, 2024, give effect to the Acquisition as if it occurred on January 1, 2024.
The Unaudited Pro Forma Consolidated and Combined Financial Information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the integration costs that may be incurred. The pro forma adjustments represent MEC's best estimates and are based upon currently available information and certain assumptions that MEC believes are reasonable under the circumstances. There are no other material transactions or accounting policy differences between MEC and Accu-Fab during the periods presented, other than the adjustments being made in the Pro Forma Financial Information.
Note 2. Significant Accounting Policies
The accounting policies used in the preparation of the Unaudited Pro Forma Consolidated and Combined Financial Information are those set out in MEC’s Audited Financial Statements for the year ended December 31, 2024. Management performed a comprehensive review of the accounting policies between the two entities. Management is currently not aware of any significant accounting policy differences and therefore has not made any adjustments to the Pro Forma Consolidated and Combined Financial Information related to these potential differences.
Note 3. Reclassification Adjustments
Certain reclassifications are reflected in the pro forma adjustments to conform Accu-Fab's presentation to MEC's in the Unaudited Pro Forma Consolidated and Combined Balance Sheet. These reclassifications have no effect on previously reported shareholders’ equity, or income from continuing operations of MEC or Accu-Fab.
8
The following table presents Accu-Fab's Unaudited reclassified Consolidated Combined Balance Sheet as of March 31, 2025:
Unaudited Pro Forma Consolidated and Combined Balance Sheet
As of March 31, 2025
(in thousands)
| | | | Accu-Fab, LLC. | | Reclassification | | Note | | Accu-Fab, LLC. | |||
Mayville Engineering Company, Inc. | | Accu-Fab, LLC. | | (Historical) | | Adjustments | | Ref. | | Reclassified | |||
ASSETS | | | |
| | | | | | | | ||
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | Cash and cash equivalents | | $ | 1,497 | | $ | — | | | | $ | 1,497 |
Receivables, net of allowances for doubtful accounts | | Receivables, net of allowances for doubtful accounts | | | 13,409 | | | — | | | | | 13,409 |
Inventories, net | | Inventories, net | |
| 3,943 | |
| — | | | |
| 3,943 |
Prepaid expenses and other current assets | | Prepaid expenses and other current assets | |
| 269 | |
| — | | | |
| 269 |
Total current assets | | | |
| 19,118 | | | — | | | |
| 19,118 |
Non-current assets: | | | | | | | | | | | | | |
Property, plant and equipment, net | | Property, plant and equipment, net | |
| 8,932 | |
| — | | | |
| 8,932 |
Goodwill | | Goodwill | |
| 12,579 | |
| — | | | |
| 12,579 |
Intangible assets, net | | Customer relationships | |
| 18,357 | |
| — | | | |
| 18,357 |
Operating lease assets | | Operating lease assets | | | 4,341 | | | — | | | | | 4,341 |
Notes receivable - related party | | Notes receivable - related party | | | 6,200 | | | — | | | | | 6,200 |
Total non-current assets | | | | | 50,409 | |
| — | | | |
| 50,409 |
Total Assets | | | | $ | 69,527 | | $ | — | | | | $ | 69,527 |
LIABILITIES | | | |
|
| |
| | | | |
| |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | Accounts payable | | $ | 3,966 | | $ | — | | | | $ | 3,966 |
Current portion of operating lease obligation | | Current portion of operating lease obligation | | | 1,130 | | | — | | | | | 1,130 |
Accrued liabilities: | | | |
| | |
| | | | |
| |
Salaries, wages, and payroll taxes | | | | | — | | | 364 | | 3(a) | | | 364 |
Bonuses and deferred compensation | | | |
| — | |
| 411 | | 3(a) | |
| 411 |
Other current liabilities | | Accrued liabilities | |
| 924 | |
| (775) | | 3(a) | |
| 149 |
Total current liabilities | | | |
| 6,020 | |
| — | | | |
| 6,020 |
Non-current liabilities: | | | | | | | | | | | | | |
Operating lease obligation, less current maturities | | Operating lease obligation, less current maturities | |
| 2,940 | |
| — | | | |
| 2,940 |
Notes payable - related party | | Notes payable - related party | | | 2,640 | | | — | | | | | 2,640 |
Other long-term liabilities | | Other long-term liabilities | | | 226 | | | — | | | | | 226 |
Total non-current liabilities | | | | | 5,806 | | | — | | | | | 5,806 |
Total Liabilities | | | | $ | 11,826 | | $ | — | | | | $ | 11,826 |
EQUITY | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | |
Common shares | | Member's equity | | | 65,303 | | | — | | | | | 65,303 |
Retained earnings | | Retained earnings | | | (7,602) | | | — | | | | | (7,602) |
Total shareholders’ equity | | | |
| 57,701 | |
| — | | | |
| 57,701 |
Total Equity | | | | $ | 57,701 | | $ | — | | | | $ | 57,701 |
Total liabilities and equity | | | | $ | 69,527 | | $ | — | | | | $ | 69,527 |
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3(a) Adjustment to reclassify a portion of Accu-Fab's "Accrued liabilities" to "Salaries, wages, and payroll taxes" and "Bonuses and deferred compensation" Financial Statement line item.
Note 4. Calculation of Estimated Purchase Consideration and Preliminary Purchase Price Allocation
The accounting for the Acquisition is based on currently available information and is considered preliminary. The final accounting for the Acquisition may differ materially from that presented in this Unaudited Pro Forma Consolidated and Combined Financial Information.
Estimated Purchase Consideration
The Unaudited Pro Forma Consolidated and Combined Financial Information reflects the acquisition of Accu-Fab for consideration of $141,185. The estimated fair value of the consideration transferred on the closing date is the value of the cash consideration transferred to the Seller, including payment of Seller’s transaction costs by the Company. The Unaudited Pro Forma Consolidated and Combined Financial Information do not include equity awards that will, in the ordinary course, either vest and settle and/or be granted between signing and closing of the Acquisition.
Preliminary Purchase Price Allocation
Under the acquisition method of accounting, Accu-Fab’s identifiable assets acquired, and liabilities assumed by MEC will be recorded at the acquisition date fair values. The excess purchase price over the fair value of identifiable assets and liabilities is recorded as goodwill.
The following table sets forth a preliminary allocation of the purchase consideration to Accu-Fab’s identifiable tangible and intangible assets expected to be acquired and liabilities expected to be assumed by MEC based on the acquisition date fair value:
(In Thousands) | Fair Value | |
Cash and cash equivalents | $ | 1,497 |
Receivables | | 13,409 |
Inventories | | 4,250 |
Prepaid expenses and other current assets | | 269 |
Property, plant and equipment | | 10,125 |
Intangible assets | | 68,700 |
Operating lease assets | | 4,711 |
Goodwill | | 47,410 |
Total Assets | $ | 150,371 |
Accounts payable | | 3,966 |
Current portion of operating lease obligation | | 1,130 |
Salaries, wages and payroll taxes | | 364 |
Bonuses and deferred compensation | | 411 |
Other current liabilities | | 149 |
Operating lease obligation, less current maturities | | 2,940 |
Other long-term liabilities | | 226 |
Fair value of consideration transferred | $ | 141,185 |
The preliminary purchase accounting was based on certain valuation techniques dependent on the asset class of the acquired assets and liabilities assumed including intangible assets, inventory, property, plant and equipment, and leases. A final determination of the fair value of Accu-Fab’s assets and liabilities will be performed. The final acquisition consideration allocation may be materially different than that reflected in the preliminary acquisition consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the Unaudited Consolidated and Combined Pro Forma Financial Statements may change the amount of the total acquisition consideration allocated to goodwill and other assets and liabilities and may impact the Consolidated and Combined Company Statements of Income due to adjustments in the depreciation and amortization of the adjusted assets.
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Note 5. Adjustments to Unaudited Pro Forma Consolidated and Combined Balance Sheet
The Pro Forma adjustments included in the Unaudited Pro Forma Consolidated and Combined Balance Sheet are as follows:
(a) Reflects the recognition and payment of purchase consideration of $141,185 as determined in Note 4 above.
(b) Reflects the adjustment of $141,185 to cash and cash equivalents, representing the funding of the acquisition through the existing credit facility.
(c) Reflects the adjustment to Accu-Fab's inventory to step up to fair value using a combination of bottom-up (cost-plus) and top-down (selling price less costs) approaches under business combination fair value guidelines. The estimated fair value of inventory is preliminary and subject to change.
(d) Represents the preliminary estimated fair value adjustment to property, plant and equipment acquired. The preliminary fair value of property, plant and equipment was determined primarily using the cost approach, with the market approach applied to certain assets where an active secondary market exists.
The general categories of the acquired property, plant and equipment are the following:
(In Thousands) | Amount | |
Machinery and equipment | $ | 9,528 |
Vehicles | | 120 |
Leasehold improvements | | 120 |
Office furniture and fixtures | | 87 |
Construction in progress | | 10 |
Finance leases | | 260 |
Total fair value of property, plant and equipment | | 10,125 |
Less: carrying amount as of March 31, 2025 | | 8,932 |
Total Pro Forma adjustment | $ | 1,193 |
(e) Represents the adjustment to goodwill based on the purchase price allocation.
(In Thousands) | Amount | |
Goodwill resulting from the Acquisition | $ | 47,410 |
Less: Elimination of Accu-Fab's historical goodwill | | (12,579) |
Pro Forma adjustment | $ | 34,831 |
(f) Reflects the preliminary estimated fair value of the identifiable intangible assets acquired. The estimated fair values and useful lives of the intangible assets are preliminary and subject to change upon finalization of the purchase price allocation. The preliminary fair value of Customer Relationships was determined using the multi-period excess earnings method (“MPEEM”) and the fair value of non-compete agreements was determined using the With-and-Without Method (“Incremental Cash Flow Approach”), which estimates the present value of incremental after-tax cash flows.
The general categories of the acquired identified intangible assets are the following:
| Carrying Amount as | | | | | | | |
(In Thousands) | of March 31, 2025 |
| Step-up | | Fair Value | |||
Customer relationships | $ | 18,357 | | $ | 48,143 | | $ | 66,500 |
Non-compete agreements | | — | | | 2,200 | | | 2,200 |
Total identifiable intangible assets and Pro Forma adjustment | $ | 18,357 | | $ | 50,343 | | $ | 68,700 |
(g) Reflects the adjustment to recognize the net lease intangible asset of $370 that represents the off-market terms of the acquired lease agreements. This represents the fair value of lease contracts that are either favorable or unfavorable relative to current
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market terms, as assessed at the acquisition date. The net asset was measured as the present value of the difference between contractual lease payments and market-based lease rates over the remaining lease term. This adjustment results in the recognition of an off-market lease intangible.
(h) Reflects the write-off of the net notes receivable from the Seller at the time of the July 1, 2025 closing, which relates to financing arrangements between Accu-Fab and Tide Rock. During the year ended December 31, 2023, Accu-Fab issued unsecured, non-interest-bearing promissory notes to Tide Rock of $6,850, maturing in 2028. As of March 31, 2025, the outstanding balance was $6,200. In addition, during the year ended December 31, 2024, Accu-Fab received capital loans of $1,215. As of March 31, 2025, the total capital loans balance due was $2,640, which was classified as long-term payables. This adjustment records the write-off of these above-mentioned balances in the Pro Forma Balance Sheet as of March 31, 2025, with the corresponding decrease in equity.
(In Thousands) | Amount | |
Notes receivable - related party | $ | 6,200 |
Notes payable - related party | | (2,640) |
Pro Forma adjustment to equity | $ | 3,560 |
(i) Reflects an increase in other current liabilities for the accrual of estimated non-recurring transaction-related expenses of $1,854 incurred by MEC, including legal, accounting and regulatory fees directly associated with the Acquisition with a corresponding decrease to retained earnings.
(j) Reflects the elimination of Accu-Fab's historical equity as of the Closing Date and the equity impact of pre-closing settlement of net notes receivable from related party, as detailed in Note 5(h).
Note 6. Adjustments to Unaudited Pro Forma Consolidated and Combined Statement of Operations
The Pro Forma adjustments included in the Unaudited Pro Forma Consolidated and Combined Income (Loss) Statement are as follows:
| (a) | This represents a net decrease in depreciation expense on a straight-line basis of $110 for the three months ended March 31, 2025, and $423 for the year ended December 31, 2024. The decrease is based on the preliminary step-up in the fair value of property, plant, and equipment and the related estimated useful lives assigned. Depreciation expense is allocated based on the nature of activities associated with the use of the property, plant, and equipment. For the three months ended March 31, 2025, $88 is allocated to cost of sales and $22 to other selling, general, and administrative expenses. For the year ended December 31, 2024, $339 is allocated to cost of sales and $85 to other selling, general, and administrative expenses. |
| | | | | | Depreciation | | Depreciation | ||
| | | | | Expense for the | | Expense for the | |||
| | | | | Three Months Ended | | Twelve Months Ended | |||
(In Thousands) | Useful Life | | Fair Value |
| March 31, 2025 |
| December 31, 2024 | |||
Machinery and equipment | 6 | | $ | 9,528 | | $ | 397 | | $ | 1,588 |
Vehicles | 4 | | | 120 | | | 8 | | | 30 |
Leasehold improvements | 13 | | | 120 | | | 2 | | | 9 |
Office furniture and fixtures | 5 | | | 87 | | | 4 | | | 17 |
Construction in progress | N/A | | | 10 | | | — | | | — |
Finance leases | | | | 260 | | | — | | | — |
Total property and equipment acquired | | | | 10,125 | | $ | 411 | | $ | 1,644 |
Less: historical depreciation expense | | | | | | | 521 | | | 2,067 |
Pro Forma adjustment for decrease in depreciation expense | | | | | | $ | (110) | | $ | (423) |
(b) Represents the related amortization expense associated with the recognized off-market lease intangible of $32 for the three months ended March 31, 2025, and $127 for the year ended December 31, 2024.
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(c) Represents the Pro Forma adjustment to record incremental amortization expense of $855 for the three months ended March 31, 2025, and $3,420 for the year ended December 31, 2024. These amounts are based on the fair value of identified intangible assets, less historical amortization expense.
| | | | | | Amortization | | Amortization | ||
| | | | | Expense for the | | Expense for the | |||
| | | | | Three Months | | Twelve Months | |||
| | | | | | Ended March 31, | | Ended December 31, | ||
(In Thousands) | Useful Life | | Fair Value |
| 2025 |
| 2024 | |||
Customer relationships | 14 | | $ | 66,500 | | $ | 1,188 | | $ | 4,750 |
Non-compete agreements | 2 | | | 2,200 | | | 275 | | | 1,100 |
Total identifiable intangible assets | | | | 68,700 | | | 1,463 | | | 5,850 |
Less: historical amortization expense | | | | | | | 608 | | | 2,430 |
Pro Forma adjustment for incremental amortization expense | | | | | | $ | 855 | | $ | 3,420 |
(d) Reflects the adjustment to eliminate the interest expense on the related party net notes payable as described in Note 5(h) above.
(e) To record the increase to the cost of sales by the amount related to the inventory acquisition date fair value step up, which is described in Note 5(c) above and expected to be sold within one year.
(f) Represents the incremental interest expense of $1,942 related to financing the acquisition for the three months ended March 31, 2025, and $7,877 for the year ended December 31, 2024.
(g) Reflects estimated non-recurring transaction-related expenses of $1,854 incurred by MEC, including legal, accounting and regulatory fees directly associated with the Acquisition. These non-recurring expenses are not anticipated to affect the Unaudited Pro Forma Consolidated and Combined Statement of Operations beyond twelve months after the Closing Date.
(h) Reflects the estimated income tax impact related to the Pro Forma transaction accounting adjustments and pre acquisition net income of Accu-Fab. Tax-related adjustments are based upon a blended statutory tax rate of approximately 24.19%. The applicable blended statutory tax rates are based on the jurisdictions in which the assets are located and are not necessarily indicative of the effective tax rate of MEC following the Acquisition, which could be significantly different depending on post-acquisition activities, including the geographical mix of income.
Earnings (Loss) Per Share
The following table sets forth the computation of Pro Forma basic and diluted earnings per share for the three months ended March 31, 2025 and year ended December 31, 2024:
| | For the Three | | For the Twelve | ||
| | Months Ended | | Months Ended | ||
(In thousands, except per share price) | | March 31, 2025 |
| December 31, 2024 | ||
Numerator: | | | | | | |
Net income (loss) attributable to MEC | | $ | (144) | | $ | 22,861 |
Denominator | | | | | | |
Weighted average shares outstanding | | | | | | |
Basic | | | 20,520,696 | | | 20,611,192 |
| | | | | | |
Effect of dilutive stock-based compensation | | | 230,242 | | | 361,000 |
Diluted | | | 20,750,938 | | | 20,972,192 |
Earnings (loss) per share: | | | | | | |
Basic: | | $ | (0.01) | | $ | 1.11 |
Diluted: | | $ | (0.01) | | $ | 1.09 |
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