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MEC Mayville Engineering Company Inc

16.21
0.02 (0.12%)
Last Updated: 14:40:20
Delayed by 15 minutes
Share Name Share Symbol Market Type
Mayville Engineering Company Inc NYSE:MEC NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.02 0.12% 16.21 16.405 16.003 16.12 5,907 14:40:20

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

06/11/2024 4:30pm

Edgar (US Regulatory)


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number: 001-38894

Mayville Engineering Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

Wisconsin

39-0944729

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

135 S. 84th Street, Suite 300

Milwaukee, Wisconsin

53214

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (414) 381-2860

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

Title of each class

   

Trading

Symbol(s)

   

Name of each exchange

on which registered

Common Stock, no par value

MEC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes      No  

As of November 1, 2024, the registrant had 20,644,333 shares of common stock, no par value per share, outstanding.

Table of Contents

Page

PART  I.

FINANCIAL INFORMATION

5

Item 1.

Financial Statements (Unaudited)

5

Condensed Consolidated Balance Sheets

5

Condensed Consolidated Statements of Comprehensive Income

6

Condensed Consolidated Statements of Cash Flows

7

Condensed Consolidated Statements of Shareholders’ Equity

9

Notes to Unaudited Condensed Consolidated Financial Statements

10

Item 2.

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

24

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30

Item 4.

Controls and Procedures

31

PART II.

OTHER INFORMATION

32

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32

Item 5.

Other Information

32

Item 6.

Exhibits

33

Signatures

34

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements related to future events, business strategy, future performance, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions or their negative. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the outcome and timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed in such forward-looking statements. Mayville Engineering Company, Inc. (MEC, the Company, we, our, us or similar terms) believes the expectations reflected in the forward-looking statements contained in this Quarterly Report on Form 10-Q are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements should not be unduly relied upon.

Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the SEC) on March 6, 2024, as such may be amended or supplemented in Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this report) and the following:

Macroeconomic conditions, including inflation, elevated interest rates and recessionary concerns, labor availability and material cost pressures, have had, and may continue to have, a negative impact on our business, financial condition, cash flows and results of operations (including future uncertain impacts);
risks relating to developments in the industries in which our customers operate;
risks related to scheduling production accurately and maximizing efficiency;
our ability to realize net sales represented by our awarded business;
failure to compete successfully in our markets;
our ability to maintain our manufacturing, engineering and technological expertise;
the loss of any of our large customers or the loss of their respective market shares;
risks related to entering new markets;
our ability to recruit and retain our key executive officers, managers and trade-skilled personnel;
volatility in the prices or availability of raw materials critical to our business;
manufacturing risks, including delays and technical problems, issues with third-party suppliers, environmental risks and applicable statutory and regulatory requirements;
our ability to successfully identify or integrate acquisitions;
our ability to develop new and innovative processes and gain customer acceptance of such processes;
risks related to our information technology systems and infrastructure, including cybersecurity risks and data leakage risks;
geopolitical and economic developments, including foreign trade relations and associated tariffs;

3

results of legal disputes, including product liability, intellectual property infringement and other claims;
risks associated with our capital-intensive industry;
risks related to our treatment as an S Corporation prior to the consummation of our initial public offering of common stock; and
risks related to our employee stock ownership plan’s treatment as a tax-qualified retirement plan.

These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events to differ materially from those expressed in the forward-looking statements. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

4

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

(unaudited)

    

September 30, 

    

December 31, 

2024

2023

ASSETS

  

  

Cash and cash equivalents

$

178

$

672

Receivables, net of allowances for doubtful accounts of $430 at September 30, 2024
and $685 at December 31, 2023

 

54,345

 

57,445

Inventories, net

 

61,173

 

67,782

Tooling in progress

 

5,626

 

5,457

Prepaid expenses and other current assets

 

4,932

 

3,267

Total current assets

 

126,254

 

134,623

Property, plant and equipment, net

 

163,713

 

175,745

Goodwill

 

92,650

 

92,650

Intangible assets, net

 

53,467

 

58,667

Operating lease assets

28,536

32,233

Other long-term assets

 

1,382

 

2,743

Total assets

$

466,002

$

496,661

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

Accounts payable

$

47,990

$

46,526

Current portion of operating lease obligation

4,646

5,064

Accrued liabilities:

 

 

Salaries, wages, and payroll taxes

 

6,042

 

6,368

Profit sharing and bonus

 

3,182

 

3,107

Other current liabilities

 

9,517

 

10,644

Total current liabilities

 

71,377

 

71,709

Bank revolving credit notes

 

111,045

 

147,493

Operating lease obligation, less current maturities

25,570

28,606

Deferred compensation, less current portion

 

4,603

 

3,816

Deferred income tax liability

 

12,847

 

12,606

Other long-term liabilities

 

2,204

 

2,453

Total liabilities

$

227,646

$

266,683

Commitments and contingencies (see Note 9)

 

  

 

  

Common shares, no par value, 75,000,000 authorized, 22,302,151 shares issued at
September 30, 2024 and 21,853,477 at December 31, 2023

 

 

Additional paid-in-capital

 

205,750

 

205,373

Retained earnings

 

44,115

 

34,118

Treasury shares at cost, 1,657,818 shares at September 30, 2024 and 1,542,893 at
December 31, 2023

 

(11,509)

 

(9,513)

Total shareholders’ equity

 

238,356

 

229,978

Total liabilities and shareholders' equity

$

466,002

$

496,661

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in thousands, except share amounts and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

    

Net sales

$

135,392

$

158,217

$

460,298

$

439,843

Cost of sales

 

118,297

 

139,197

 

399,993

 

388,351

 

Amortization of intangible assets

 

1,733

 

2,173

 

5,200

 

5,649

 

Profit sharing, bonuses, and deferred compensation

 

2,076

 

2,346

 

10,010

 

8,037

 

Other selling, general and administrative expenses

 

7,559

 

8,608

 

23,589

 

22,969

 

Income from operations

 

5,727

 

5,893

 

21,506

 

14,837

 

Interest expense

 

(2,653)

 

(3,907)

 

(8,977)

 

(7,533)

 

Loss on extinguishment of debt

(216)

Income before taxes

 

3,074

 

1,986

 

12,529

 

7,088

 

Income tax expense

 

100

 

554

 

2,532

 

1,471

Net income and comprehensive income

$

2,974

$

1,432

$

9,997

$

5,617

Earnings per share:

 

  

 

  

 

  

 

  

Basic

$

0.14

$

0.07

$

0.49

$

0.28

Diluted

$

0.14

$

0.07

$

0.48

$

0.27

Weighted average shares outstanding:

 

  

 

  

 

 

Basic

 

20,715,275

 

20,439,602

 

20,601,702

 

20,416,914

Diluted

 

21,123,494

 

20,622,864

 

20,893,316

 

20,644,915

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Nine Months Ended

September 30, 

    

2024

    

2023

    

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

9,997

$

5,617

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Depreciation

 

22,927

19,849

Amortization

 

5,200

5,649

Allowance for doubtful accounts

 

(255)

127

Inventory excess and obsolescence reserve

 

(30)

277

Stock-based compensation expense

 

3,847

3,755

Gain on disposal of property, plant and equipment

 

(177)

(342)

Deferred compensation

 

752

(17,433)

Loss on extinguishment of debt

216

Non-cash lease expense

4,034

3,348

Other non-cash adjustments

 

447

202

Changes in operating assets and liabilities:

 

 

Accounts receivable

 

3,355

(6,819)

Inventories

 

6,639

7,818

Tooling in progress

 

(169)

2,348

Prepaids and other current assets

 

(1,694)

(769)

Accounts payable

 

534

(4,134)

Deferred income taxes

 

1,454

1,017

Operating lease obligations

(3,792)

(3,119)

Accrued liabilities

 

(1,222)

(3,911)

Net cash provided by operating activities

 

51,847

 

13,696

CASH FLOWS FROM INVESTING ACTIVITIES

 

  

 

  

Purchase of property, plant and equipment

 

(9,753)

(9,814)

Proceeds from sale of property, plant and equipment

 

108

753

Payment for acquisition, net of cash acquired

(88,593)

Net cash used in investing activities

 

(9,645)

 

(97,654)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

  

Proceeds from bank revolving credit notes

 

514,466

454,587

Payments on bank revolving credit notes

 

(550,914)

(358,411)

Repayments of other long-term debt

 

(306)

(5,877)

Payments of financing costs

 

(1,206)

Shares withheld for employees' taxes

 

(3,816)

Purchase of treasury stock

(1,996)

(2,661)

Payments on finance leases

 

(475)

(296)

Proceeds from the exercise of stock options

 

345

Net cash provided by (used in) financing activities

 

(42,696)

 

86,136

Net increase (decrease) in cash and cash equivalents

 

(494)

 

2,178

Cash and cash equivalents at beginning of period

 

672

 

127

Cash and cash equivalents at end of period

$

178

$

2,305

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Nine Months Ended

September 30, 

    

2024

    

2023

    

Supplemental disclosure of cash flow information:

 

  

 

  

Cash paid for interest

$

8,032

$

7,209

Cash paid for taxes

$

1,205

$

508

Non-cash property, plant & equipment, net

$

1,376

$

1,981

Non-cash 401(k) contribution of treasury stock

$

$

2,500

In conjunction with the acquisition, assets acquired and liabilities assumed were as follows:

Fair value of assets acquired, net of cash acquired

$

$

102,356

Liabilities assumed

(13,763)

Cash paid for acquisition, net of cash acquired

$

$

88,593

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands)

(unaudited)

Shareholders' Equity

Additional 

Treasury 

Retained 

    

Paid-in-Capital

    

Shares

    

Earnings

    

Total

Balance as of December 31, 2023

$

205,373

$

(9,513)

$

34,118

$

229,978

Net income

3,241

3,241

Stock-based compensation

1,157

1,157

Stock options exercised net of employee tax withholding

185

185

Restricted stock units net of employee tax withholding

 

(524)

 

(524)

Balance as of March 31, 2024

$

206,191

$

(9,513)

$

37,359

$

234,037

Net income

 

 

 

3,782

 

3,782

Purchase of treasury stock

(998)

(998)

Stock-based compensation

 

1,338

 

 

 

1,338

Stock options exercised net of employee tax withholding

(75)

(75)

Balance as of June 30, 2024

$

207,454

$

(10,511)

$

41,141

$

238,084

Net income

 

 

 

2,974

 

2,974

Purchase of treasury stock

 

 

(998)

 

 

(998)

Stock-based compensation

 

1,352

 

 

 

1,352

Stock options exercised net of employee tax withholding

(2,771)

(2,771)

Restricted stock units net of employee tax withholding

(285)

(285)

Balance as of September 30, 2024

$

205,750

$

(11,509)

$

44,115

$

238,356

Shareholders' Equity

Additional 

Treasury 

Retained 

    

Paid-in-Capital

    

Shares

    

Earnings

    

Total

Balance as of December 31, 2022

$

200,945

$

(9,352)

$

26,274

$

217,867

Net income

2,571

2,571

401(k) plan contribution

2,500

 

2,500

Purchase of treasury stock

(661)

(661)

Stock-based compensation

 

1,066

 

1,066

Balance as of March 31, 2023

$

202,011

$

(7,513)

$

28,845

$

223,343

Net income

 

 

 

1,614

 

1,614

Purchase of treasury stock

(1,000)

(1,000)

Stock-based compensation

1,354

1,354

Stock options exercised net of employee tax withholding

 

58

 

 

 

58

Balance as of June 30, 2023

$

203,423

$

(8,513)

$

30,459

$

225,369

Net income

 

 

 

1,432

 

1,432

Purchase of treasury stock

 

(1,000)

 

(1,000)

Stock-based compensation

1,336

 

 

1,336

Restricted stock units net of employee tax withholding

(115)

 

 

(115)

Stock options exercised

 

20

 

 

 

20

Balance as of September 30, 2023

$

204,664

$

(9,513)

$

31,891

$

227,042

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

9

Mayville Engineering Company, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands except share amounts, per share data, years and ratios)

(unaudited)

Note 1. Basis of presentation

The interim unaudited Condensed Consolidated Financial Statements of Mayville Engineering Company, Inc. and subsidiaries (MEC, the Company, 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 Condensed Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K. A summary of the Company’s significant accounting policies is included in the Company’s 2023 financial statements in the Annual Report on Form 10-K. The Company followed these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements except for new accounting pronouncements adopted as described below.

Nature of Operations

MEC is a leading U.S.-based, vertically-integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military and other end markets. Founded in 1945 and headquartered in Milwaukee, Wisconsin, we are a leading Tier I U.S. supplier of highly engineered components to original equipment manufacturer (OEM) customers with leading positions in their respective markets. The Company operates 23 facilities located in Arkansas, Michigan, Mississippi, Ohio, Pennsylvania, Virginia, and Wisconsin. Our engineering expertise and technical know-how allow us to add value through every product redevelopment cycle (generally every three to five years for our customers).

Our one operating segment focuses on producing metal components that are used in a broad range of heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agricultural, military and other products.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, amending Accounting Standards Codification (ASC) 740, Income Taxes. The amendment is intended to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of adopting this guidance on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, amending ASC 280, Segment Reporting. The amendment is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods after December 15, 2024. The Company has evaluated the impact of the guidance and will adopt during the period ended December 31, 2024. The Company does not expect this adoption to have a material impact on its consolidated financial statements.

10

Note 2. Acquisition

On July 1, 2023, the Company completed its acquisition of Mid-States Aluminum (MSA). The acquisition was consummated in accordance with terms and conditions of the certain Unit Purchase Agreement, dated as of June 19, 2023, among the Company and shareholders of MSA. The purchase price of the acquisition was $95,945, subject to adjustments for the amount of cash, indebtedness, net working capital and certain expenses of MSA as of the closing. At the closing of the acquisition, the Company applied an estimate of the adjustments and paid total net consideration of $90,002. The Company financed the acquisition by borrowing under its amended and restated credit agreement, as described in Note 4 – Debt in the Notes to Condensed Consolidated Financial Statements.

Located in Fond du Lac, WI, MSA is an industry leading, vertically-integrated manufacturer of custom aluminum extrusions and fabrications that also offers related services including design, engineering, anodizing and finishing, assembly and packaging. The acquisition enables MEC to secure an attractive entry point within light-weight materials fabrication, while providing significant new cross-selling opportunities with both new and existing customers.

The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date. The estimate of the excess purchase price over the preliminary 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, royalty rates and growth rates. These measures are based on significant Level 3 inputs (see Note 13) not observable in the market.

The following table is a summary of the assets acquired, liabilities assumed and net cash consideration paid for MSA during 2023:

Opening Balance

Estimated

Sheet Allocation

Useful Life

Cash

$

324

Accounts receivable, net

7,381

Inventory

9,698

Property, plant and equipment

41,271

Other assets

291

Intangible assets

Developed technology

4,900

7 Years

Customer relationships

17,700

17 Years

Goodwill

21,115

Indefinite

Total assets acquired

102,680

Accounts payable

(2,386)

Accrued expenses

(1,509)

Other liabilities

(1,984)

Debt

(7,884)

Total consideration

$

88,917

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 $891 and was fully expensed and reflected in cost of sales on the Condensed Consolidated Statements of Comprehensive Income during the three months ended September 30, 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 $21,157. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the respective assets.

The Company also recorded $17,700 of customer relationships intangible assets with an estimated useful life of 17 years and $4,900 of developed technology intangible assets with an estimated useful life of 7 years. The purchase price allocated to these assets

11

was based on management’s forecasted cash inflows and outflows and using a relief from royalty method for developed technologies 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 Condensed Consolidated Statements of Comprehensive Income.

The purchase price of MSA exceeded the preliminary estimated fair value of identifiable net assets and accordingly, the difference was allocated to goodwill, which is not tax deductible.

As of December 31, 2023, the Company finalized the net working capital adjustment in conjunction with the fair value estimates for assets acquired, liabilities assumed, identifiable assets and the net income tax provision. Since its preliminary estimates, the Company adjusted the purchase price by ($1,084) related to working capital adjustments. The offsetting adjustment was primarily related to goodwill. As of June 30, 2024, the Company finalized the estimates of assets and acquired liabilities assumed.

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 MSA 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, amortization of identifiable intangible assets, interest expense related to additional debt needed to fund the acquisition, and the tax impact of these adjustments. Additionally, the pro forma adjustments include non-recurring expenses related to transaction costs and the sale of stepped-up inventory. 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 and operating synergies or cost savings that may result from the acquisition.

Nine Months Ended

September 30,

    

2023

Net sales

$

470,799

Net income

$

3,523

Note 3. Select balance sheet data

Inventory

Inventories are stated at the lower of cost, determined on the first-in, first-out method, 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 September 30, 2024 and December 31, 2023 consist of:

September 30, 

December 31, 

    

2024

    

2023

Finished goods and purchased parts

$

27,560

$

31,489

Raw materials

 

24,963

 

25,929

Work-in-process

 

8,650

 

10,363

Total

$

61,173

$

67,782

12

Property, plant and equipment

Property, plant and equipment as of September 30, 2024 and December 31, 2023 consist of:

    

Useful Lives

    

September 30, 

    

December 31, 

 Years

2024

2023

Land

Indefinite

$

2,587

$

2,640

Land improvements

15-39

4,291

4,378

Building and building improvements

 

15-39

 

82,207

 

79,682

Machinery, equipment and tooling

 

3-10

 

306,907

 

295,960

Vehicles

 

5

 

4,405

 

4,571

Office furniture and fixtures

 

3-7

 

22,846

 

21,325

Construction in progress

 

N/A

 

5,528

 

9,779

Total property, plant and equipment, gross

 

428,771

 

418,335

Less accumulated depreciation

 

265,058

 

242,590

Total property, plant and equipment, net

$

163,713

$

175,745

Depreciation expense was $7,748 and $7,434 for the three months ended September 30, 2024 and 2023, respectively, and $22,927 and $19,849 for the nine months ended September 30, 2024 and 2023, respectively.

Goodwill

There were no changes to the goodwill balance of $92,650 between December 31, 2023 and September 30, 2024.

Intangible Assets

The following is a listing of definite-lived intangible assets, the useful lives in years (amortization period) and accumulated amortization as of September 30, 2024 and December 31, 2023:

September 30, 2024

Useful Lives 

Gross Carrying

Accumulated

 

    

Years

    

Amount

    

Amortization

 

Net

Amortizable intangible assets:

Customer relationships and contracts

9-17

$

96,040

$

56,643

$

39,397

Trade name

 

10

 

14,780

 

8,555

6,225

Non-compete agreements

 

5

 

8,800

 

8,800

Developed technology

7

4,900

875

4,025

Patents

 

19

 

24

 

15

9

Total intangible assets, net

 

$

124,544

 

$

74,888

$

49,656

December 31, 2023

Useful Lives 

Gross Carrying

Accumulated

 

    

Years

    

Amount

    

Amortization

 

Net

Amortizable intangible assets:

Customer relationships and contracts

9-17

$

96,040

$

53,078

$

42,962

Trade name

 

10

 

14,780

 

7,446

7,334

Non-compete agreements

 

5

 

8,800

 

8,800

Developed technology

7

4,900

350

4,550

Patents

 

19

 

24

 

14

10

Total intangible assets, net

 

$

124,544

 

$

69,688

$

54,856

Additionally, the Company reported an indefinite lived non-amortizable brand name asset with a balance of $3,811 as of September 30, 2024 and December 31, 2023.

13

Changes in intangible assets between December 31, 2023 and September 30, 2024 consist of:

Balance as of December 31, 2023

    

$

58,667

Amortization expense

 

(5,200)

Balance as of September 30, 2024

$

53,467

Amortization expense was $1,733 and $2,173 for the three months ended September 30, 2024 and 2023, respectively, and $5,200 and $5,649 for the nine months ended September 30, 2024 and 2023, respectively.

Future amortization expense is expected to be as followed:

Year ending December 31, 

    

2024 (remainder)

$

1,733

2025

$

6,933

2026

$

6,933

2027

$

6,933

2028

$

6,877

Thereafter

$

20,247

Note 4. Debt

Bank Revolving Credit Notes

On June 28, 2023, we entered into an amended and restated credit agreement (the Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, as administrative agent (the Agent). The Credit Agreement provides for a $250,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. The Credit Agreement also provides the availability of incremental facilities to the greater of $100,000 and 125% of the Company’s twelve month trailing Consolidated EBITDA through an accordion feature. All amounts borrowed under the credit agreement mature on June 28, 2028.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 3.00 to 1.00 as well as a consolidated total leverage ratio not to exceed 3.50 to 1.00.

The Company incurred deferred financing costs of $1,248 associated with executing the Credit Agreement, which was recorded as an other long-term asset in the Condensed Consolidated Balance Sheets and will be amortized over the duration of the agreement.

At September 30, 2024, our consolidated total leverage ratio was 1.59 to 1.00 as compared to a covenant maximum of 3.50 to 1.00 under the Credit Agreement.

At September 30, 2024, our consolidated interest coverage ratio was 4.92 to 1.00 as compared to a covenant minimum of 3.00 to 1.00 under the Credit Agreement.

Under the Credit Agreement, interest is payable quarterly at the adjusted secured overnight financing rate (SOFR) plus an applicable margin based on the current consolidated total leverage ratio. The interest rate was 7.22% and 7.71% as of September 30, 2024 and December 31, 2023, respectively. Additionally, the agreement has a fee on the average daily unused portion of the aggregate unused revolving commitments. This fee was 0.25% as of September 30, 2024 and 0.30% as of December 31, 2023.

Prior to June 28, 2023, the Company maintained a credit agreement (Former Credit Agreement) with certain lenders and the Agent. The Former Credit Agreement provided for a $200,000 revolving credit facility, with a letter of credit sub-facility in an

14

aggregate amount not to exceed $5,000, and a swingline facility in an aggregate amount of $20,000. The Former Credit Agreement also provided for an additional $100,000 of debt capacity through an accordion feature.

The Company was in compliance with all financial covenants of its credit agreements as of September 30, 2024 and December 31, 2023. The amount borrowed on the revolving credit notes was $111,045 and $147,493 as of September 30, 2024 and December 31, 2023, respectively.

Other Debt

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of September 30, 2024 and December 31, 2023 was $2,375. The short-term and long-term balance of $500 and $1,875, respectively, are recorded in other current liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets.

Note 5. 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, vehicles, forklifts 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 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 finance leases for equipment 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.

Variable lease expense is related to certain of the Company’s real property leases and personal property leases, and it generally consists of property tax and insurance components that are for the benefit of the lessor (real property leases) and variable overage fees (personal property leases) that are remitted as part of the Company’s lease payments.

The components of lease expense were as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

2023

2024

2023

Finance lease cost:

Amortization of finance lease assets

$

130

$

122

$

353

$

310

Interest on finance lease liabilities

12

 

14

32

 

35

Total finance lease expense

142

136

385

345

Operating lease expense

1,332

1,310

4,025

3,917

Short-term lease expense

200

169

511

439

Variable lease expense

66

 

22

178

 

139

Lease income (1)

(547)

(513)

(1,616)

(1,548)

Total lease expense

$

1,193

$

1,124

$

3,483

$

3,292

(1)The Company subleases a portion of its Hazel Park, MI facility. Lease income for the three months ended September 30, 2024 and 2023 was $547 and $513, respectively, and $1,616 and $1,548 for the nine months ended September 30, 2024 and 2023, respectively.

15

The lease related supplemental cash flow information is as follows:

Nine Months Ended

September 30, 

2024

    

2023

Cash paid for amounts included in the measurement of lease liabilities for finance leases:

Operating cash flows

$

32

$

35

Financing cash flows

$

475

$

296

Cash paid for amounts included in the measurement of lease liabilities for operating leases:

Operating cash flows

$

4,459

$

4,348

 

 

Right-of-use assets obtained in exchange for recorded lease obligations:

Operating leases

$

337

$

455

Finance leases

$

377

$

2

Note 6. Employee stock ownership plan

Under the Mayville Engineering Company, Inc. Employee Stock Ownership Plan (ESOP), the Company can make annual discretionary contributions to the trust for the benefit of eligible employees in the form of cash or shares of common stock of the Company subject to the Board of Directors’ approval. The Company recorded no ESOP expense for the three and nine months ended September 30, 2024 and 2023.

As of January 1, 2023, the Company amended the plan reducing the distribution period from five years to three years.

At various times following death, disability, retirement, termination of employment or the exercise of diversification rights, an ESOP participant is entitled to receive their ESOP account balance in accordance with various distribution methods as permitted under the policies adopted by the ESOP.

As of September 30, 2024 and December 31, 2023, the ESOP shares consisted of 3,474,467 and 4,062,583 in allocated shares, respectively.

Note 7. Retirement plans

The Mayville Engineering Company, Inc. 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 the three months ended September 30, 2024 and 2023, the Company’s employer match expense was $609 and $933, respectively. Total employer match expense for the nine months ended September 30, 2024 and 2023 was $2,585 and $2,577, respectively. Additionally, the 401(k) Plan provides for employer discretionary profit-sharing contributions and the Board of Directors may authorize discretionary profit-sharing contributions (which are usually approved at the end of each calendar year). For the three and nine months ended September 30, 2024 and 2023, the Company’s estimated discretionary profit-sharing expense was $0.

Note 8. Income taxes

On a quarterly basis, the Company estimates its effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate and adjusted for discrete taxable events that may occur in the quarter. As the year progresses, the Company will refine its estimate based on facts and circumstances by each tax jurisdiction.

16

Income tax expense was $100 and $2,532, and the effective tax rate (ETR) was 3.24% and 20.21% for the three and nine months ended September 30, 2024, respectively. Our ETR is different from the expected tax rate due to state taxes, non-deductible items, research and development credits and excess tax benefit associated with stock-based compensation items.

For the three and nine months ended September 30, 2023, income tax expense was estimated at $554 and $1,471 and the ETR was 27.94% and 20.76%, respectively.

Uncertain Tax Positions

Based on the Company’s evaluation, it has been concluded that there is one unrecognized tax benefit requiring recognition in its financial statements as of September 30, 2024. The Company does not anticipate that there will be a material change in the balance of the unrecognized tax benefits in the next twelve months. Any interest and penalties related to uncertain tax positions are recorded in income tax expense.

The Company files income tax returns in the United States federal jurisdiction and in various state and local jurisdictions. Federal tax returns for tax years beginning January 1, 2020, and state tax returns beginning January 1, 2019, are open for examination.

Note 9. Commitments and contingencies

Litigation

On August 4, 2022, the Company filed a lawsuit against Peloton Interactive, Inc. (“Peloton”) in the Supreme Court of the State of New York, New York County. The lawsuit arises from a March 2021 Supply Agreement between the parties, pursuant to which MEC was to manufacture and supply custom component parts for Peloton’s exercise bikes (the “Manufacturing Project”). In the lawsuit, the Company originally asserted two claims (1) breach and anticipatory repudiation of contract and (2) breach of the duty of good faith and fair dealing (pleaded in the alternative). In January 2023, in response to Peloton’s motion to dismiss, the court allowed the first claim to proceed and dismissed the alternative claim. In the remaining claim, MEC asserts that Peloton breached and anticipatorily repudiated the Supply Agreement by unilaterally cancelling the Manufacturing Project, and refusing to pay MEC certain monthly fixed revenue payments owed under the terms of the Supply Agreement. The parties cross-appealed the court’s order on the motion to dismiss – Peloton appealed the portion of the order that denied the motion to dismiss the claim for breach and anticipatory repudiation of contract and MEC appealed the portion of the order that dismissed the claim for breach of duty of good faith and fair dealing. On April 11, 2024, the First Department, Appellate Division issued a decision and order affirming the court’s order on the motion to dismiss and affirming the court’s dismissal of the alternate claim of good faith and fair dealing. On November 3, 2023, Peloton filed a counterclaim alleging that Peloton was induced by fraud to enter into the Supply Agreement and seeking recission of the Supply Agreement and damages, among other forms of relief. On November 22, 2023, the Company answered Peloton’s counterclaim, denying the allegations in the counterclaim.

On October 28, 2024, the Company and Peloton entered into a formal Settlement Agreement (the “Agreement”) to resolve this lawsuit. Under the terms of the Agreement, MEC and Peloton have agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from Peloton in the fourth quarter of the current year, with no admission of liability by either party.

From time to time, the Company may be involved in various claims and lawsuits, both for and against the Company, arising in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, in management’s opinion, either the likelihood of loss is remote, or any reasonably possible loss associated with the resolution of such proceedings is not expected to have a material adverse impact on the consolidated financial statements.

Note 10. Deferred compensation

The Mayville Engineering Company Deferred Compensation Plan is available for certain employees designated to be eligible to participate by the Company and approved by the Board of Directors. Eligible employees may elect to defer a portion of their compensation for any plan year and the deferral cannot exceed 50% of the participant’s base salary and may include the participant’s annual short-term cash incentive up to 100%. The participant’s election must be made prior to the first day of the plan year.

17

An employer contribution will be made for each participant to reflect the amount of any reduced allocations to the ESOP and/or 401(k) employer contributions due solely to the participant’s deferral amounts, as applicable. In addition, a discretionary amount may be awarded to a participant by the Company.

Deferrals are assumed to be invested in an investment vehicle based on the options made available to the participant (which does not include Company stock).

The deferred compensation plan provides benefits payable upon separation of service or death. Payments are to be made 30 days after date of separation from service, either in a lump-sum payment or up to five annual installments as elected by the participant when the participant first elects to defer compensation.

The deferred compensation plan is non-funded, and all future contributions are unsecured in that the employees have the status of a general unsecured creditor of the Company and the agreements constitute a promise by the Company to make benefit payments in the future. During the three and nine months ended September 30, 2024, eligible employees elected to defer compensation of $96 and $544, respectively. Eligible employees elected to defer compensation of $94 and $410 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, the short-term portion accrued for all benefit years less than twelve months under this plan was $254 and $289, respectively. As of September 30, 2024 and December 31, 2023, the long-term portion accrued for all benefit years greater than twelve months under this plan was $4,603 and $3,816. These amounts include the initial deferral of compensation and were adjusted for changes in the value of investment options chosen by the participants. Total expense (credit) for the deferred compensation plan for the three months ended September 30, 2024 and 2023 was $204 and ($52), respectively. Total expense for the deferred compensation plan for the nine months ended September 30, 2024 and 2023 was $489 and $677, respectively. These expenses are included in profit-sharing, bonuses and deferred compensation on the Condensed Consolidated Statements of Comprehensive Income. Additionally, the Company made cash distributions of $286 and $18,520 for the nine months ended September 30, 2024 and 2023, respectively.

Note 11. Self-Funded insurance

The Company is self-funded for the medical benefits provided to its employees and their dependents. Healthcare costs are expensed as incurred and are based upon actual claims paid, reinsurance premiums, administration fees, and estimated unpaid claims. The Company has an aggregate stop loss limit to mitigate risk. Expenses related to self-funded insurance were $6,104 and $5,741 for the three months ended September 30, 2024 and 2023, respectively, and $18,655 and $15,508 for the nine months ended September 30, 2024 and 2023, respectively. An estimated accrued liability of $1,244 and $1,018 was recorded as of September 30, 2024 and December 31, 2023, respectively, for estimated unpaid claims and is included within other current liabilities on the Condensed Consolidated Balance Sheets.

Note 12. Segments

The Company applies the provisions of ASC 280, Segment Reporting. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker and for which discrete financial information is available. Based on the provisions of ASC 280, the Company has determined it has one operating segment. The Company does not earn revenues or have long-lived assets located in foreign countries.

Note 13. 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:

Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar

18

assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data. Long-term debt is classified as a Level 2 fair value input.
Level 3 – Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be the Company’s own data and judgements about assumptions that market participants would use in pricing the asset or liability.

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

September 30, 

Report Date Using

    

2024

    

(Level 1)

    

(Level 2)

    

(Level 3)

Deferred compensation liability

$

4,857

$

4,857

$

$

Total

$

4,857

$

4,857

$

$

Balance at

Fair Value Measurements at

December 31, 

Report Date Using

    

2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Deferred compensation liability

$

4,105

$

4,105

$

$

Total

$

4,105

$

4,105

$

$

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, long-term debt and accrued liabilities are recorded in the Condensed Consolidated Balance Sheets at cost and approximate fair value.

Deferred compensation liabilities are recorded at amounts due to participants at the time of deferral. Deferrals are invested in an investment vehicle based on the options made available to the participant, considered to be Level 1 or Level 2 on the fair value hierarchy, with the current balance all as Level 1. The change in fair value is recorded in the profit-sharing, bonuses, and deferred compensation line item on the Condensed Consolidated Statements of Comprehensive Income. The short-term and long-term balances due to participants are reflected on the other current liabilities and deferred compensation, less current portion, line items, respectively, on the Condensed Consolidated Balance Sheets.

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. As of September 30, 2024, there was no impairment recognized for the year.

Note 14. Earnings Per Share

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share. In accordance with ASC 260, outstanding options will be considered to have been exercised and outstanding as of the beginning of the period if the average market price of the common stock during the period exceeds the exercise price of the options (they are “in the money”), and the assumed exercise of the options do not have an anti-dilutive impact on earnings per share.

19

A reconciliation of basic and diluted net income per share attributable to the Company were as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2024

2023

2024

2023

Net income attributable to MEC

$

2,974

$

1,432

$

9,997

$

5,617

Average shares outstanding

20,715,275

20,439,602

20,601,702

20,416,914

Basic income per share

$

0.14

$

0.07

$

0.49

$

0.28

Average shares outstanding

20,715,275

20,439,602

20,601,702

20,416,914

Effect of dilutive stock-based compensation

408,219

183,262

291,614

228,001

Total potential shares outstanding

21,123,494

20,622,864

20,893,316

20,644,915

Diluted income per share

$

0.14

$

0.07

$

0.48

$

0.27

There were no options in the money that were excluded in the computation of diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 that had an anti-dilutive impact on earnings per share.

Note 15. Revenue Recognition

Contract Assets and Contract Liabilities

The Company has contract assets and contract liabilities, which are included in tooling in progress and other current liabilities on the Condensed Consolidated Balance Sheets, respectively. Contract assets include products where the Company has satisfied its performance obligation, but receipt of payment is contingent upon delivery. Contract liabilities include deferred tooling revenue, where the performance obligation was not met. The performance obligation is satisfied when the tooling is completed and the customer signs off through the Product Part Approval Process or other documented customer acceptance. Cost of goods sold is recognized and released from the balance sheet when control of the tooling promised under contract is transferred to the customer.

The Company’s contracts with customers are short-term in nature; therefore, revenue is typically recognized, billed and collected within a twelve-month period. The following table reflects the changes in our contract assets and liabilities during the nine months ended September 30, 2024:

Contract

Contract

    

Assets

    

Liabilities

As of December 31, 2023

$

5,457

$

3,635

Net activity

169

(1,302)

As of September 30, 2024

$

5,626

$

2,333

Disaggregated Revenue

The following tables represent a disaggregation of revenue by product category and end market:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

Product Category

    

2024

    

2023

    

2024

    

2023

Outdoor sports

$

1,824

$

2,155

$

6,188

$

6,839

Fabrication

67,284

89,372

245,400

260,545

Performance structures

42,645

41,541

136,209

95,063

Tube

16,140

19,096

55,061

58,916

Tank

10,684

11,660

34,385

33,849

Total

138,577

163,824

477,243

455,212

Intercompany sales elimination

(3,185)

(5,607)

(16,945)

(15,369)

Total, net sales

$

135,392

$

158,217

$

460,298

$

439,843

20

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

End Market

2024

2023

2024

2023

Commercial vehicle

$

51,612

$

57,264

$

172,696

$

172,494

Construction & access

 

20,110

26,296

75,786

79,326

Powersports

 

21,605

25,143

82,202

73,236

Agriculture

 

10,358

15,029

39,955

42,924

Military

6,968

10,960

21,499

28,439

Other

24,739

23,525

68,160

43,424

Total, net sales

$

135,392

$

158,217

$

460,298

$

439,843

Note 16. 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

Net Sales

Accounts Receivable

Three Months Ended

Nine Months Ended

As of

As of

September 30, 

September 30, 

September 30, 

December 31, 

    

2024

    

2023

    

2024

    

2023

    

2024

    

2023

Customer

A

 

16.8

%

14.3

%  

16.5

%

15.1

%  

12.2

%  

<10

%  

 

B

 

<10

%

13.4

%  

12.2

%

14.8

%  

<10

%  

12.6

%  

 

C

 

<10

%

10.1

%  

10.2

%

11.2

%  

<10

%  

<10

%  

 

D

 

<10

%

<10

%  

<10

%

<10

%  

14.1

%  

12.7

%  

 

Note 17. Stock-based compensation

The Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan provided the Company the ability to grant monetary payments based on the value of its common stock, up to 2,000,000 shares.

On April 20, 2021, shareholders of the Company approved an amendment to the 2019 Omnibus Incentive Plan increasing the number of shares of common stock authorized for issuance by 2,500,000 shares.

The Company recognizes stock-based compensation using the fair value provisions prescribed by ASC 718, Compensation – Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the stock-based instrument at the time of grant and are recognized as expense over the vesting period of the stock-based instrument. Our stock-based compensation consists of stock options, restricted stock units (RSUs) and performance stock units (PSUs). For all types of units, fair value is equivalent to the adjusted closing stock price at the date of the grant. The Black-Scholes option pricing model is utilized to determine fair value for options.

The actual number of PSUs, if any, to be earned by the award recipients is determined after the end of a performance measurement period. The performance measures include Adjusted EBITDA, which represents net income before interest expense, provision for income taxes, depreciation, amortization, stock-based compensation, legal costs due to the former fitness customer and adjusted for items to be determined unusual in nature or infrequent in occurrence, for the year ended December 31, 2026, and the average annual return on invested capital (ROIC), for the three-years ended December 31, 2024, 2025 and 2026, respectively. ROIC represents net operating profit after taxes divided by invested capital for an annual period. These performance targets are subject to adjustments or exclusions as deemed appropriate to account for extraordinary or unanticipated events that do not reflect the core business of the Company, and have been set for each of the minimum, target and maximum levels with the actual performance amount received determined by the Compensation Committee of the Board of Directors.

Cancellations and forfeitures are accounted for as incurred.

21

During the nine months ended September 30, 2024, 247,564 RSUs vested. For the same period, 206,524 options vested with a weighted average strike price of $13.54. During the nine months ended September 30, 2023, 254,169 RSUs vested. For the same period, 195,264 options vested with a strike price of $11.67.

During the nine months ended September 30, 2024, options exercised were 879,388 with a weighted average strike price of $9.85, which resulted in 264,247 of Company issued shares.

As of September 30, 2024, 433,918 options remained outstanding with a weighted average strike price of $13.71 and a weighted average contractual life of 9.24 years remaining.

The Company’s stock-based compensation expense by award type is summarized as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

RSU awards

$

973

$

856

$

2,725

$

2,445

PSU awards

119

257

Option awards

 

260

 

480

 

865

 

1,311

Stock-based compensation expense, net of tax

$

1,352

$

1,336

$

3,847

$

3,756

A roll-forward of unrecognized stock-based compensation expense is displayed in the table below. Unrecognized stock-based compensation expense as of September 30, 2024 will be expensed over the remaining requisite service period from which individual award values relate, up to August 20, 2027.

    

RSUs

PSUs

    

Options

    

Total

Balance as of December 31, 2023

$

2,304

$

$

1,513

$

3,817

Grants

4,423

1,423

5,846

Forfeitures

(32)

(32)

Expense

(789)

(20)

(348)

(1,157)

Balance as of March 31, 2024

$

5,906

$

1,403

$

1,165

$

8,474

Grants

1,115

1,115

Forfeitures

(283)

(33)

(316)

Expense

(962)

(119)

(257)

(1,338)

Balance as of June 30, 2024

$

5,776

1,284

$

875

$

7,935

Grants

80

80

Forfeitures

(58)

(58)

Expense

(973)

(119)

(260)

(1,352)

Balance as of September 30, 2024

$

4,825

1,165

$

615

$

6,605

Note 18. Common Equity

At September 30, 2024 the authorized stock of the Company consisted of 75,000,000 shares of common stock without par value.

22

Changes in outstanding common shares are summarized as follows:

Shares

Outstanding

Shares as of December 31, 2022

20,172,746

Treasury stock purchases

(184,964)

Common stock issued (including stock-based compensation impact)

320,574

Balance as of September 30, 2023

20,308,356

Shares

Outstanding

Balance as of December 31, 2023

20,310,584

Treasury stock purchases

(114,925)

Common stock issued (including stock-based compensation impact)

448,674

Balance as of September 30, 2024

20,644,333

Note 19. Subsequent events

The Company has evaluated events and transactions for potential recognition or disclosure in the consolidated financial statements through November 6, 2024, the date on which the consolidated financial statements were available to be issued, and there were no material events or transactions other than the following:

On October 28, 2024, the Company entered into the Agreement to resolve the lawsuit with Peloton. Under the terms of the Agreement, MEC and Peloton have agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from Peloton in the fourth quarter of the current year, with no admission of liability by either party.

23

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in the understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. This discussion includes forward-looking statements that reflect our plans, estimates and beliefs. Such statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors, including those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. This discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 and our unaudited Condensed Consolidated Financial Statements and the notes thereto included in Part I, Item I of this Quarterly Report on Form 10-Q. In this discussion, we use certain non-GAAP financial measures. Explanation of these non-GAAP financial measures and reconciliation to the most directly comparable GAAP financial measures are included in this Management Discussion and Analysis of Financial Condition and Results of Operations. Investors should not consider non-GAAP financial measures in isolation or as substitutes for financial information presented in compliance with GAAP.

All amounts are presented in thousands except share amounts, per share data, years and ratios.

Overview

MEC is a leading U.S.-based vertically-integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military and other end markets. We have developed long-standing relationships with our blue-chip customers based upon our commitment to “Unmatched Excellence”.

Our one operating segment focuses on producing metal components that are used in a broad range of heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agricultural, military and other products.

Macroeconomic Conditions

The broader market dynamics over the past few years have resulted in impacts to the Company, material cost inflation and inflationary pressures on wages and benefits due to labor availability. The Company expects some of these dynamics to continue in 2024 and could continue to have an impact on demand, material costs and labor. Specifically for the three months ended September 30, 2024, net sales reflected a significant decline in demand across all the Company’s key end markets as customers implemented channel inventory de-stocking activities to reduce from near historic high levels and is expected to continue for the remainder of 2024.

How We Assess Performance

Net Sales. Net sales reflect sales of our components and products net of allowances for returns and discounts. In addition to the current macroeconomic conditions, several factors affect our net sales in any given period, including weather, timing of acquisitions and the production schedules of our customers. Net sales are recognized at the time of shipment or at delivery to the customer.

Manufacturing Margins. Manufacturing margins represents net sales less cost of sales. Cost of sales consists of all direct and indirect costs used in the manufacturing process, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other directly related overhead costs. Our cost of sales is directly affected by the fluctuations in commodity prices, primarily sheet steel and aluminum, but these changes are largely mitigated by contractual agreements with our customers that allow us to pass through these price variations based upon certain market indexes.

Depreciation and Amortization. We carry property, plant and equipment on our balance sheet at cost, net of accumulated depreciation. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the asset. The periodic expense related to leasehold improvements and intangible assets is depreciation and amortization expense, respectively. Leasehold improvements are depreciated over the lesser of the life of the underlying asset or the remaining lease term. Our intangible assets were recognized as a result of certain acquisitions and are generally amortized on a straight-line basis over the estimated useful lives of the assets.

24

Other Selling, General, and Administrative Expenses. Other selling, general and administrative expenses consist primarily of salaries and personnel costs for our sales and marketing, finance, human resources, information systems, administration and certain other managerial employees and certain corporate level administrative expenses such as incentive compensation, audit, accounting, legal and other consulting and professional services, travel, and insurance.

Other Key Performance Indicators

EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA represents net income before interest expense, provision for income taxes, depreciation and amortization. EBITDA Margin represents EBITDA as a percentage of net sales for each period.

Adjusted EBITDA represents EBITDA before stock-based compensation expense, loss on extinguishment of debt, Mid-States Aluminum (MSA) acquisition related costs, field replacement claim, legal costs due to the former fitness customer and costs recognized on step-up of MSA acquired inventory. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. We present EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin as management uses these measures as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP.

Our calculation of EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to the similarly named measures reported by other companies. Potential differences between our measures of EBITDA and Adjusted EBITDA compared to other similar companies’ measures of EBITDA and Adjusted EBITDA may include differences in capital structure and tax positions.

The following table presents a reconciliation of net income and comprehensive income, the most directly comparable measure calculated in accordance with GAAP, to EBITDA and Adjusted EBITDA, and the calculation of EBITDA Margin and Adjusted EBITDA Margin for each of the periods presented.

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

    

2024

    

2023

    

Net income and comprehensive income

$

2,974

$

1,432

$

9,997

$

5,617

Interest expense

 

2,653

 

3,907

 

 

8,977

 

7,533

 

Provision for income taxes

 

100

 

554

 

 

2,532

 

1,471

 

Depreciation and amortization

 

9,482

 

9,608

 

 

28,127

 

25,498

 

EBITDA

 

15,209

 

15,501

 

 

49,633

 

40,119

 

Loss on extinguishment of debt (1)

 

 

 

 

 

216

 

MSA acquisition related costs (2)

 

 

499

 

 

 

1,398

 

Stock-based compensation expense (3)

 

1,352

 

1,336

 

 

3,847

 

3,756

 

Field replacement claim (4)

490

Legal costs due to former fitness customer (5)

 

501

 

984

 

 

1,740

 

1,479

 

Costs recognized on step-up of MSA acquired inventory (6)

891

891

Adjusted EBITDA

$

17,062

$

19,211

$

55,220

$

48,349

Net sales

$

135,392

$

158,217

$

460,298

$

439,843

EBITDA Margin

 

11.2

%  

 

9.8

%  

 

10.8

%  

 

9.1

%  

Adjusted EBITDA Margin

 

12.6

%  

 

12.1

%  

 

12.0

%  

 

11.0

%  

(1)Unamortized debt issue costs written off from the prior five-year credit agreement attributable to lenders that are no longer included in the amended and restated credit agreement or decreased their capacity in the amended and restated credit agreement.
(2)Transaction costs, primarily legal and professional services, related to the acquisition of MSA.
(3)Non-cash employee compensation based on the value of common stock issued pursuant to the 2019 Omnibus Incentive Plan.

25

(4)Represents a one-time charge related to a COVID related sourcing issue that caused the Company to change suppliers and ultimately lead to a product being produced outside of customer specifications. These costs are not expected to be incurred on an ongoing basis and therefore are not indicative of ongoing operations.
(5)Legal costs associated with the enforcement of the Company’s supply contract with the former fitness customer.
(6)Expense associated with the recognized fair value step-up of inventory in correlation with the MSA acquisition.

Consolidated Results of Operations

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Three Months Ended September 30, 

 

2024

2023

Increase (Decrease)

 

% of Net 

% of Net 

Amount

 

    

Amount

    

Sales

    

Amount

    

Sales

    

Change

    

% Change

Net sales

$

135,392

100.0

%  

$

158,217

100.0

%  

$

(22,825)

(14.4)

%

Cost of sales

118,297

87.4

%  

139,197

88.0

%  

(20,900)

(15.0)

%

Manufacturing margins

17,095

12.6

%  

19,020

12.0

%  

(1,925)

(10.1)

%

Amortization of intangible assets

 

1,733

 

1.3

%  

2,173

 

1.4

%  

(440)

 

(20.2)

%

Profit sharing, bonuses and deferred compensation

 

2,076

 

1.5

%  

2,346

 

1.5

%  

(270)

 

(11.5)

%

Other selling, general and administrative expenses

 

7,559

 

5.6

%  

8,608

 

5.4

%  

(1,049)

 

(12.2)

%

Income from operations

 

5,727

 

4.2

%  

5,893

 

3.7

%  

(166)

 

(2.8)

%

Interest expense

 

(2,653)

 

2.0

%  

(3,907)

 

2.5

%  

(1,254)

 

(32.1)

%

Provision for income taxes

 

100

 

0.1

%  

554

 

0.4

%  

(454)

 

(81.9)

%

Net income and comprehensive income

$

2,974

 

2.2

%  

$

1,432

 

0.9

%  

$

1,542

 

107.7

%

EBITDA

$

15,209

 

11.2

%  

$

15,501

 

9.8

%  

$

(292)

 

(1.9)

%

Adjusted EBITDA

$

17,062

 

12.6

%  

$

19,211

 

12.1

%  

$

(2,149)

 

(11.2)

%

Net Sales. Net sales were $135,392 for the three months ended September 30, 2024 as compared to $158,217 for the three months ended September 30, 2023, a decrease of $22,825, or 14.4%. This decrease was driven by a decrease in demand across all key end markets and customer de-stocking channel inventory, partly offset by incremental volumes associated with new project wins.

Manufacturing Margins. Manufacturing margins were $17,095 for the three months ended September 30, 2024 as compared to $19,020 for the three months ended September 30, 2023, a decrease of $1,925, or 10.1%. The decrease was primarily driven by the lower end market demand, partially offset by the Company’s MEC Business Excellence (MBX) initiatives, commercial pricing actions and cost reduction actions, most notably a 12% reduction in the Company’s labor force.

Manufacturing margin percentages were 12.6% for the three months ended September 30, 2024, as compared to 12.0% for the three months ended September 30, 2023, an increase of 0.6%. The increase was attributable to the offsetting items discussed in the preceding paragraph.

Amortization of Intangibles Assets. Amortization of intangible assets were $1,733 for the three months ended September 30, 2024 as compared to $2,173 for the three months ended September 30, 2023, a decrease of $440, or 20.2%. The decrease was due to the full amortization of certain intangible assets in prior periods.

Profit Sharing, Bonuses and Deferred Compensation Expenses. Profit-sharing, bonuses, and deferred compensation expenses were $2,076 for the three months ended September 30, 2024 as compared to $2,346 for the three months ended September 30, 2023, a decrease of $270, or 11.5%. The decrease was primarily driven by lower bonus accruals aligning with Company financial performance, slightly offset by deferred compensation expense during the current year period versus deferred compensation income during the prior year period due to fluctuations in the financial markets.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $7,559 for the three months ended September 30, 2024 as compared to $8,608 for the three months ended September 30, 2023, a decrease of $1,049, or 12.2%. The decrease was predominantly attributable to lower legal fees associated with the litigation against the former fitness customer and non-recurring professional fees related to the MSA acquisition during the prior year period.

26

Interest Expense. Interest expense was $2,653 for the three months ended September 30, 2024 as compared to $3,907 for the three months ended September 30, 2023, a decrease of $1,254, or 32.1%. The change is due to a decrease in borrowings and lower interest rates relative to the prior year period.

Provision for Income Taxes. Income tax expense was $100 for the three months ended September 30, 2024 as compared to $554 for the three months ended September 30, 2023. The decrease of $454 is primarily due to a lower effective tax rate in the current year period as a result of increased excess tax benefit associated with stock-based compensation items, partially offset by higher net income and comprehensive income in the current year period. Refer to Note 8 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Due to the factors described in the preceding paragraphs, net income and comprehensive income, EBITDA Margin and Adjusted EBITDA Margin increased during the three months ended September 30, 2024, while EBITDA and Adjusted EBITDA decreased, as compared to the three months ended September 30, 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Nine Months Ended September 30, 

 

2024

2023

Increase (Decrease)

 

% of Net 

% of Net 

Amount

 

    

Amount

    

Sales

    

Amount

    

Sales

    

Change

    

% Change

Net sales

$

460,298

100.0

%  

$

439,843

100.0

%  

$

20,455

4.7

%

Cost of sales

399,993

86.9

%  

388,351

88.3

%  

11,642

3.0

%

Manufacturing margins

60,305

13.1

%  

51,492

11.7

%  

8,813

17.1

%

Amortization of intangible assets

 

5,200

 

1.1

%  

5,649

 

1.3

%  

(449)

 

(7.9)

%

Profit sharing, bonuses and deferred compensation

 

10,010

 

2.2

%  

8,037

 

1.8

%  

1,973

 

24.5

%

Other selling, general and administrative expenses

 

23,589

 

5.1

%  

22,969

 

5.2

%  

620

 

2.7

%

Income from operations

 

21,506

 

4.7

%  

14,837

 

3.4

%  

6,669

 

44.9

%

Interest expense

 

(8,977)

 

2.0

%  

(7,533)

 

1.7

%  

1,444

 

19.2

%

Loss on extinguishment of debt

0.0

%  

(216)

0.1

%  

(216)

NM

Provision for income taxes

 

2,532

 

0.6

%  

1,471

 

0.3

%  

1,061

 

72.1

%

Net income and comprehensive income

$

9,997

 

2.2

%  

$

5,617

 

1.3

%  

$

4,380

 

78.0

%

EBITDA

$

49,633

 

10.8

%  

$

40,119

 

9.1

%  

$

9,514

 

23.7

%

Adjusted EBITDA

$

55,220

 

12.0

%  

$

48,349

 

11.0

%  

$

6,871

 

14.2

%

Net Sales. Net sales were $460,298 for the nine months ended September 30, 2024 as compared to $439,843 for the nine months ended September 30, 2023 for an increase of $20,455, or 4.7%. The increase was primarily driven by the acquisition of MSA in the third quarter of the prior year and incremental volumes from new program wins. These items were partially offset by softening demand within all key end markets, customer de-stocking channel inventory and the foreseen roll-off of certain military aftermarket programs at the end of 2023.

Manufacturing Margin. Manufacturing margins were $60,305 for the nine months ended September 30, 2024 as compared to $51,492 for the nine months ended September 30, 2023, an increase of $8,813, or 17.1%. The increase was primarily driven by increased sales volumes, MSA acquisition, MBX initiatives, commercial pricing actions and the 12% reduction in the Company’s labor force.

Manufacturing margin percentages were 13.1% for the nine months ended September 30, 2024 as compared to 11.7% for the nine months ended September 30, 2023, an increase of 1.4%. This increase was attributable to the items discussed in the preceding paragraph.

Amortization of Intangibles Assets. Amortization of intangible assets were $5,200 for the nine months ended September 30, 2024 as compared to $5,649 for the nine months ended September 30, 2023, a decrease of $449. The decrease was due to the full amortization of certain intangible assets in prior periods, slightly offset by the amortization expense associated with the identifiable intangible assets from the MSA acquisition.

27

Profit Sharing, Bonuses and Deferred Compensation Expenses. Profit-sharing, bonuses, and deferred compensation expenses were $10,010 for the nine months ended September 30, 2024 as compared to $8,037 for the nine months ended September 30, 2023, an increase of $1,973, or 24.5%. The increase was primarily due to higher bonus accruals aligning with Company financial performance in the current year period.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $23,589 for the nine months ended September 30, 2024 as compared to $22,969 for the nine months ended September 30, 2023, an increase of $620 or 2.7%. The increase was predominantly attributable to higher costs related to compliance requirements and annual wage inflation, partially offset by lower legal fees associated with the litigation against the former fitness customer and non-recurring professional fees related to the MSA acquisition during the prior year period.

Interest Expense. Interest expense was $8,977 for the nine months ended September 30, 2024 as compared to $7,533 for the nine months ended September 30, 2023, an increase of $1,444, or 19.2%. The change is due to higher average interest rates and debt levels as compared to the prior year period. The increase in debt level is due to the acquisition of MSA which closed during the third quarter of the prior year period.

Provision for Income Taxes. Income tax expense was $2,532 for the nine months ended September 30, 2024 as compared to $1,471 for the nine months ended September 30, 2023. The increase of $1,061 is primarily due to higher net income and comprehensive income in the current year period, partially offset by an increased tax benefit associated with stock-based compensation items. Refer to Note 8 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Due to the factors described in the preceding paragraphs, net income and comprehensive income, EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin increased during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Liquidity and Capital Resources

Cash Flows Analysis

Nine Months Ended

September 30, 

Increase (Decrease)

    

2024

    

2023

    

$ Change

    

% Change

    

Net cash provided by operating activities

$

51,847

$

13,696

38,151

279

%

Net cash used in investing activities

 

(9,645)

 

(97,654)

 

88,009

90

%

 

Net cash provided by (used in) financing activities

 

(42,696)

 

86,136

 

(128,832)

NM

 

Net change in cash

$

(494)

$

2,178

$

(2,672)

Operating Activities. Cash provided by operating activities was $51,847 for the nine months ended September 30, 2024, as compared to $13,696 for the nine months ended September 30, 2023. Of the $38,151 increase in operating cash flows, $17,562 is due to a payout of deferred compensation to a retired Company executive made in the prior year period. The remaining increase of $20,589 was primarily due to the favorable impact of higher earnings and changes in net working capital items. The primary favorable changes in working capital include a decrease in accounts receivable due to the Company’s ongoing collection efforts, an increase in accounts payable due to the timing of payments and improved inventory turns.

Investing Activities. Cash used in investing activities was $9,645 for the nine months ended September 30, 2024, as compared to $97,654 for the nine months ended September 30, 2023. The $88,009 decrease in cash used in investing activities was mainly driven by the acquisition of MSA, which was completed on July 1, 2023.

Financing Activities. Cash used in financing activities was $42,696 for the nine months ended September 30, 2024, as compared to cash provided by financing activities of $86,136 for the nine months ended September 30, 2023. The $128,832 decrease is mainly due to the debt repayments in excess of borrowings during the current year period and the withdrawal of funds used to purchase MSA in the prior year period. Additionally, the Company purchased $1,996 of common stock in the first nine months of 2024 as compared to $2,661 in the prior year period. The Company’s decision to repurchase additional shares in 2024 will depend on business conditions, free cash flow generation, other cash requirements and stock price. Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding share repurchases.

28

Amended and Restated Credit Agreement

On June 28, 2023, we entered into an amended and restated credit agreement (the Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, the Agent. The Credit Agreement provides for a $250,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. The Credit Agreement also provides for the availability of incremental facilities to the greater of $100,000 and 125% of the Company’s twelve month trailing Consolidated EBITDA through an accordion feature. All amounts borrowed under the credit agreement mature on June 28, 2028.

Borrowings under the Credit Agreement bear interest at a fluctuating secured overnight financing rate (SOFR) plus an applicable margin based on the current consolidated total leverage ratio (which may be adjusted for certain reserve requirements), plus 1.25% to 2.75% depending on the current Consolidated Total Leverage Ratio (as defined in the Credit Agreement). Under certain circumstances, we may not be able to pay interest based on SOFR. If that happens, we will be required to pay interest at the Base Rate, which is the sum of (a) the higher of (i) the Prime Rate (as publicly announced by the Agent from time to time), (ii) the Federal Funds Rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. The Credit Agreement also includes provisions for determining a replacement rate when SOFR is no longer available.

At September 30, 2024, the interest rate on outstanding borrowings under the Revolving Loan was 7.22%. We had availability of $138,955 under the revolving credit facility at September 30, 2024.

We must pay a commitment fee of 0.20% to 0.35% per annum on the average daily unused portion of the aggregate unused revolving commitments under the Credit Agreement. We must also pay fees as specified in the Fee Letter (as defined in the Credit Agreement) and with respect to any letters of credit issued under the Credit Agreement.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum interest coverage ratio of 3.00 to 1.00. At September 30, 2024, our interest coverage ratio was 4.92 to 1.00. The Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 3.50 to 1.00. As of September 30, 2024, our consolidated total leverage ratio was 1.59 to 1.00.

The Credit Agreement includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, material money judgments, and failure to maintain subsidiary guarantees. If an event of default occurs, the Agent will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, termination of the credit facility, and all other actions permitted to be taken by a secured creditor.

Other Debt

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of September 30, 2024 was $2,375, with the short-term and long-term balance of $500 and $1,875, respectively, recorded in other current liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets.

Capital Requirements and Sources of Liquidity

During the nine months ended September 30, 2024 and 2023, our capital expenditures were $9,753 and $9,814 respectively. The marginal decrease of $61 was driven by the Company controlling its spend due to the end market demand softening. In turn, capital expenditures for the full year 2024 are expected to be between $13,000 and $15,000.

We have historically relied upon cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth. At September 30, 2024, we had immediate availability of $138,955 through our revolving credit facility and the availability of incremental facilities to the greater of $100,000 and 125% of the Company’s twelve

29

month trailing Consolidated EBITDA through an accordion feature under our Credit Agreement, subject to the covenants under the Credit Agreement. We regularly monitor potential capital sources, including equity and debt financings, in an effort to meet our planned capital expenditures and liquidity requirements. Our future success will be highly dependent on our ability to access outside sources of capital. We will continue to have access to the availability currently provided under the Credit Agreement as long as we remain compliant with the financial covenants. Based on our estimates at this time, we expect to be in compliance with these financial covenants through 2024 and the foreseeable future.

We believe that our operating cash flow and available borrowings under the Credit Agreement are sufficient to fund our operations for 2024 and beyond. However, future cash flows are subject to a number of variables, and additional capital expenditures will be required to conduct our operations. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures. In the event we make one or more acquisitions and the amount of capital required is greater than the amount we have available for acquisitions at that time, we could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we seek additional capital, we may do so through borrowings under the Credit Agreement, joint ventures, asset sales, offerings of debt or equity securities or other means. We cannot guarantee that this additional capital will be available on acceptable terms or at all. If we are unable to obtain the funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to conduct our operations.

Contractual Obligations

The following table presents our obligations and commitments to make future payments under contracts and contingent commitments at September 30, 2024:

Payments Due by Period

    

Total

    

2024 (Remainder)

    

2025 – 2026

    

2027 – 2028

    

Thereafter

    

Long-term debt principal payment obligations (1)

$

113,420

$

500

$

1,000

$

111,920

$

Forecasted interest on debt payment obligations (2)

21,859

1,887

11,603

8,369

Finance lease obligations (3)

 

871

 

142

 

642

 

87

 

 

Operating lease obligations (3)

 

33,448

 

1,468

 

10,259

 

9,979

 

11,742

 

Total

$

169,598

$

3,997

$

23,504

$

130,355

$

11,742

(1)Principal payments under the Company’s Credit Agreement, which expires in 2028 and the Fond du Lac Term Note, which is due in full in December 2028.
(2)Forecasted interest on debt obligations are based on the debt balance, interest rate, and unused fee of the Company’s revolving credit facility and debt balance and interest rate of the Company’s Fond due Lac Term Note.
(3)See Note 5 – Leases in the Notes to Condensed Consolidated Financial Statements for additional information

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in customer forecasts, interest rates, and to a lesser extent, commodities. To reduce such risks, we selectively use financial instruments and other proactive management techniques.

Customer Forecasts

The use and consumption of our components, products and services fluctuates depending on order forecasts we receive from our customers. These order forecasts can change dramatically from quarter-to-quarter dependent upon the respective markets that our customers provide products in.

Interest Rate Risk

We are exposed to interest rate risk on certain of our short- and long-term debt obligations used to finance our operations and acquisitions. We have SOFR-based floating rate borrowings under the Credit Agreement, which exposes us to variability in interest payments due to changes in the referenced interest rates.

30

The amount borrowed under the revolving credit facility under the Credit Agreement was $111.0 million with an interest rate of 7.22% as of September 30, 2024. Please see “Liquidity and Capital Resources – Amended and Restated Credit Agreement” in Part I, Item 2 and Note 4 in the Notes to the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for more specifics.

A hypothetical 100-basis-point increase in interest rates would have resulted in an additional $1.0 million of interest expense based on our variable rate debt at September 30, 2024. We do not use derivative financial instruments to manage interest risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect our cash flow.

Commodity Risk

We source a wide variety of materials and components from a network of suppliers. Commodity raw materials, such as steel, aluminum, copper, paint and paint chemicals, and other production costs are subject to price fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion and in many cases utilize contracts with those customers to mitigate the impact of commodity raw material price fluctuations. As of September 30, 2024, we did not have any commodity hedging instruments in place.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

31

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See Note 9 – Commitments and contingencies in the Notes to the Condensed Consolidated Financial Statements for additional information.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 6, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The table below sets forth information with respect to purchases we made of shares of our common stock during the quarter ended September 30, 2024:

Total Number 

Dollar Value of 

of Shares 

Shares that 

Total 

Purchased as 

May Yet Be 

Number 

Part of Publicly 

Purchased 

of Shares 

Average Price 

Announced Plans 

Under the Plans 

Period

    

Purchased

    

Paid per Share

    

or Programs (1)

    

or Programs (1)

July 2024

$

$

24,002,119

August 2024

$

$

24,002,119

September 2024

53,728

$

18.58

53,728

$

23,004,056

Total

 

53,728

 

 

53,728

 

  

(1)On October 26, 2023, the Board of Directors approved a new share repurchase program of up to $25 million of shares through 2026. The new share repurchase program replaced the prior program.

Item 5. Other Information

During the three months ended September 30, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

32

Item 6. Exhibits.

The exhibits listed in the Exhibit Index below are filed as part of this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Exhibit

Number

Description

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MAYVILLE ENGINEERING COMPANY, INC.

Date: November 6, 2024

 

By:

/s/ Jagadeesh A. Reddy

 

Jagadeesh A. Reddy

 

President & Chief Executive Officer

 

By:

/s/ Todd M. Butz

 

Todd M. Butz

 

Chief Financial Officer

34

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jagadeesh A. Reddy, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Mayville Engineering Company, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2024

By:

/s/ Jagadeesh A. Reddy

Jagadeesh A. Reddy

President & Chief Executive Officer


Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd M. Butz, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Mayville Engineering Company, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2024

By:

/s/ Todd M. Butz

Todd M. Butz

Chief Financial Officer


Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Mayville Engineering Company, Inc. (the “Company”) for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jagadeesh A. Reddy, as President and Chief Executive Officer of the Company, and Todd M. Butz, as Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 6, 2024

By:

/s/ Jagadeesh A. Reddy

Jagadeesh A. Reddy

President & Chief Executive Officer

By:

/s/ Todd M. Butz

Todd M. Butz

Chief Financial Officer


v3.24.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-38894  
Entity Registrant Name Mayville Engineering Company, Inc.  
Entity Incorporation, State or Country Code WI  
Entity Tax Identification Number 39-0944729  
Entity Address, Address Line One 135 S. 84th Street, Suite 300  
Entity Address, City or Town Milwaukee  
Entity Address, State or Province WI  
Entity Address, Postal Zip Code 53214  
City Area Code 414  
Local Phone Number 381-2860  
Title of 12(b) Security Common Stock, no par value  
Trading Symbol MEC  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   20,644,333
Entity Central Index Key 0001766368  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents $ 178 $ 672
Receivables, net of allowances for doubtful accounts of $430 at September 30, 2024 and $685 at December 31, 2023 54,345 57,445
Inventories, net 61,173 67,782
Tooling in progress 5,626 5,457
Prepaid expenses and other current assets 4,932 3,267
Total current assets 126,254 134,623
Property, plant and equipment, net 163,713 175,745
Goodwill 92,650 92,650
Intangible assets, net 53,467 58,667
Operating lease assets 28,536 32,233
Other long-term assets 1,382 2,743
Total assets 466,002 496,661
LIABILITIES AND SHAREHOLDERS' EQUITY    
Accounts payable 47,990 46,526
Current portion of operating lease obligation 4,646 5,064
Accrued liabilities:    
Salaries, wages, and payroll taxes 6,042 6,368
Profit sharing and bonus 3,182 3,107
Other current liabilities 9,517 10,644
Total current liabilities 71,377 71,709
Bank revolving credit notes 111,045 147,493
Operating lease obligation, less current maturities 25,570 28,606
Deferred compensation, less current portion 4,603 3,816
Deferred income tax liability 12,847 12,606
Other long-term liabilities 2,204 2,453
Total liabilities 227,646 266,683
Commitments and contingencies (see Note 9)
Common shares, no par value, 75,000,000 authorized, 22,302,151 shares issued at September 30, 2024 and 21,853,477 at December 31, 2023
Additional paid-in-capital 205,750 205,373
Retained earnings 44,115 34,118
Treasury shares at cost, 1,657,818 shares at September 30, 2024 and 1,542,893 at December 31, 2023 (11,509) (9,513)
Total shareholders' equity 238,356 229,978
Total liabilities and shareholders' equity $ 466,002 $ 496,661
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Condensed Consolidated Balance Sheets    
Allowances for doubtful accounts $ 430 $ 685
Common shares, no par value $ 0 $ 0
Common shares, shares authorized 75,000,000 75,000,000
Common shares, Shares, issued 22,302,151 21,853,477
Treasury stock at cost 1,657,818 1,542,893
v3.24.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Condensed Consolidated Statements of Comprehensive Income        
Net sales $ 135,392 $ 158,217 $ 460,298 $ 439,843
Cost of sales 118,297 139,197 399,993 388,351
Amortization of intangible assets 1,733 2,173 5,200 5,649
Profit sharing, bonuses, and deferred compensation 2,076 2,346 10,010 8,037
Other selling, general and administrative expenses 7,559 8,608 23,589 22,969
Income from operations 5,727 5,893 21,506 14,837
Interest expense (2,653) (3,907) (8,977) (7,533)
Loss on extinguishment of debt       (216)
Income before taxes 3,074 1,986 12,529 7,088
Income tax expense 100 554 2,532 1,471
Net income and comprehensive income $ 2,974 $ 1,432 $ 9,997 $ 5,617
Earnings per share:        
Basic $ 0.14 $ 0.07 $ 0.49 $ 0.28
Diluted $ 0.14 $ 0.07 $ 0.48 $ 0.27
Weighted average shares outstanding:        
Basic 20,715,275 20,439,602 20,601,702 20,416,914
Diluted 21,123,494 20,622,864 20,893,316 20,644,915
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 9,997 $ 5,617
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 22,927 19,849
Amortization 5,200 5,649
Allowance for doubtful accounts (255) 127
Inventory excess and obsolescence reserve (30) 277
Stock-based compensation expense 3,847 3,755
Gain on disposal of property, plant and equipment (177) (342)
Deferred compensation 752 (17,433)
Loss on extinguishment of debt   216
Non-cash lease expense 4,034 3,348
Other non-cash adjustments 447 202
Changes in operating assets and liabilities:    
Accounts receivable 3,355 (6,819)
Inventories 6,639 7,818
Tooling in progress (169) 2,348
Prepaids and other current assets (1,694) (769)
Accounts payable 534 (4,134)
Deferred income taxes 1,454 1,017
Operating lease obligations (3,792) (3,119)
Accrued liabilities (1,222) (3,911)
Net cash provided by operating activities 51,847 13,696
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property, plant and equipment (9,753) (9,814)
Proceeds from sale of property, plant and equipment 108 753
Payment for acquisition, net of cash acquired   (88,593)
Net cash used in investing activities (9,645) (97,654)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from bank revolving credit notes 514,466 454,587
Payments on bank revolving credit notes (550,914) (358,411)
Repayments of other long-term debt (306) (5,877)
Payments of financing costs   (1,206)
Shares withheld for employees' taxes (3,816)  
Purchase of treasury stock (1,996) (2,661)
Payments on finance leases (475) (296)
Proceeds from the exercise of stock options 345  
Net cash provided by (used in) financing activities (42,696) 86,136
Net increase (decrease) in cash and cash equivalents (494) 2,178
Cash and cash equivalents at beginning of period 672 127
Cash and cash equivalents at end of period 178 2,305
Supplemental disclosure of cash flow information:    
Cash paid for interest 8,032 7,209
Cash paid for taxes 1,205 508
Non-cash property, plant & equipment, net $ 1,376 1,981
Non-cash 401(k) contribution of treasury stock   2,500
In conjunction with the acquisition, assets acquired and liabilities assumed were as follows:    
Fair value of assets acquired, net of cash acquired   102,356
Liabilities assumed   (13,763)
Cash paid for acquisition, net of cash acquired   $ 88,593
v3.24.3
Condensed Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands
Additional Paid-in Capital [Member]
Treasury Stock, Common [Member]
Retained Earnings [Member]
Total
Beginning, Balance at Dec. 31, 2022 $ 200,945 $ (9,352) $ 26,274 $ 217,867
Net income     2,571 2,571
401(k) plan contribution   2,500   2,500
Purchase of treasury stock   (661)   (661)
Stock-based compensation 1,066     1,066
Ending, Balance at Mar. 31, 2023 202,011 (7,513) 28,845 223,343
Beginning, Balance at Dec. 31, 2022 200,945 (9,352) 26,274 217,867
Net income       5,617
Ending, Balance at Sep. 30, 2023 204,664 (9,513) 31,891 227,042
Beginning, Balance at Mar. 31, 2023 202,011 (7,513) 28,845 223,343
Net income     1,614 1,614
Purchase of treasury stock   (1,000)   (1,000)
Stock-based compensation 1,354     1,354
Stock options exercised net of employee tax withholding 58     58
Ending, Balance at Jun. 30, 2023 203,423 (8,513) 30,459 225,369
Net income     1,432 1,432
Purchase of treasury stock   (1,000)   (1,000)
Stock-based compensation 1,336     1,336
Stock options exercised net of employee tax withholding 20     20
Restricted stock units net of employee tax withholding (115)     (115)
Ending, Balance at Sep. 30, 2023 204,664 (9,513) 31,891 227,042
Beginning, Balance at Dec. 31, 2023 205,373 (9,513) 34,118 229,978
Net income     3,241 3,241
Stock-based compensation 1,157     1,157
Stock options exercised net of employee tax withholding 185     185
Restricted stock units net of employee tax withholding (524)     (524)
Ending, Balance at Mar. 31, 2024 206,191 (9,513) 37,359 234,037
Beginning, Balance at Dec. 31, 2023 205,373 (9,513) 34,118 229,978
Net income       9,997
Ending, Balance at Sep. 30, 2024 205,750 (11,509) 44,115 238,356
Beginning, Balance at Mar. 31, 2024 206,191 (9,513) 37,359 234,037
Net income     3,782 3,782
Purchase of treasury stock   (998)   (998)
Stock-based compensation 1,338     1,338
Stock options exercised net of employee tax withholding (75)     (75)
Ending, Balance at Jun. 30, 2024 207,454 (10,511) 41,141 238,084
Net income     2,974 2,974
Purchase of treasury stock   (998)   (998)
Stock-based compensation 1,352     1,352
Stock options exercised net of employee tax withholding (285)     (285)
Restricted stock units net of employee tax withholding (2,771)     (2,771)
Ending, Balance at Sep. 30, 2024 $ 205,750 $ (11,509) $ 44,115 $ 238,356
v3.24.3
Basis of presentation
9 Months Ended
Sep. 30, 2024
Basis of presentation  
Basis of presentation

Note 1. Basis of presentation

The interim unaudited Condensed Consolidated Financial Statements of Mayville Engineering Company, Inc. and subsidiaries (MEC, the Company, 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 Condensed Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K. A summary of the Company’s significant accounting policies is included in the Company’s 2023 financial statements in the Annual Report on Form 10-K. The Company followed these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements except for new accounting pronouncements adopted as described below.

Nature of Operations

MEC is a leading U.S.-based, vertically-integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military and other end markets. Founded in 1945 and headquartered in Milwaukee, Wisconsin, we are a leading Tier I U.S. supplier of highly engineered components to original equipment manufacturer (OEM) customers with leading positions in their respective markets. The Company operates 23 facilities located in Arkansas, Michigan, Mississippi, Ohio, Pennsylvania, Virginia, and Wisconsin. Our engineering expertise and technical know-how allow us to add value through every product redevelopment cycle (generally every three to five years for our customers).

Our one operating segment focuses on producing metal components that are used in a broad range of heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agricultural, military and other products.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, amending Accounting Standards Codification (ASC) 740, Income Taxes. The amendment is intended to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of adopting this guidance on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, amending ASC 280, Segment Reporting. The amendment is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods after December 15, 2024. The Company has evaluated the impact of the guidance and will adopt during the period ended December 31, 2024. The Company does not expect this adoption to have a material impact on its consolidated financial statements.

v3.24.3
Acquisition
9 Months Ended
Sep. 30, 2024
Acquisition  
Acquisition

Note 2. Acquisition

On July 1, 2023, the Company completed its acquisition of Mid-States Aluminum (MSA). The acquisition was consummated in accordance with terms and conditions of the certain Unit Purchase Agreement, dated as of June 19, 2023, among the Company and shareholders of MSA. The purchase price of the acquisition was $95,945, subject to adjustments for the amount of cash, indebtedness, net working capital and certain expenses of MSA as of the closing. At the closing of the acquisition, the Company applied an estimate of the adjustments and paid total net consideration of $90,002. The Company financed the acquisition by borrowing under its amended and restated credit agreement, as described in Note 4 – Debt in the Notes to Condensed Consolidated Financial Statements.

Located in Fond du Lac, WI, MSA is an industry leading, vertically-integrated manufacturer of custom aluminum extrusions and fabrications that also offers related services including design, engineering, anodizing and finishing, assembly and packaging. The acquisition enables MEC to secure an attractive entry point within light-weight materials fabrication, while providing significant new cross-selling opportunities with both new and existing customers.

The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date. The estimate of the excess purchase price over the preliminary 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, royalty rates and growth rates. These measures are based on significant Level 3 inputs (see Note 13) not observable in the market.

The following table is a summary of the assets acquired, liabilities assumed and net cash consideration paid for MSA during 2023:

Opening Balance

Estimated

Sheet Allocation

Useful Life

Cash

$

324

Accounts receivable, net

7,381

Inventory

9,698

Property, plant and equipment

41,271

Other assets

291

Intangible assets

Developed technology

4,900

7 Years

Customer relationships

17,700

17 Years

Goodwill

21,115

Indefinite

Total assets acquired

102,680

Accounts payable

(2,386)

Accrued expenses

(1,509)

Other liabilities

(1,984)

Debt

(7,884)

Total consideration

$

88,917

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 $891 and was fully expensed and reflected in cost of sales on the Condensed Consolidated Statements of Comprehensive Income during the three months ended September 30, 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 $21,157. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the respective assets.

The Company also recorded $17,700 of customer relationships intangible assets with an estimated useful life of 17 years and $4,900 of developed technology intangible assets with an estimated useful life of 7 years. The purchase price allocated to these assets

was based on management’s forecasted cash inflows and outflows and using a relief from royalty method for developed technologies 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 Condensed Consolidated Statements of Comprehensive Income.

The purchase price of MSA exceeded the preliminary estimated fair value of identifiable net assets and accordingly, the difference was allocated to goodwill, which is not tax deductible.

As of December 31, 2023, the Company finalized the net working capital adjustment in conjunction with the fair value estimates for assets acquired, liabilities assumed, identifiable assets and the net income tax provision. Since its preliminary estimates, the Company adjusted the purchase price by ($1,084) related to working capital adjustments. The offsetting adjustment was primarily related to goodwill. As of June 30, 2024, the Company finalized the estimates of assets and acquired liabilities assumed.

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 MSA 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, amortization of identifiable intangible assets, interest expense related to additional debt needed to fund the acquisition, and the tax impact of these adjustments. Additionally, the pro forma adjustments include non-recurring expenses related to transaction costs and the sale of stepped-up inventory. 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 and operating synergies or cost savings that may result from the acquisition.

Nine Months Ended

September 30,

    

2023

Net sales

$

470,799

Net income

$

3,523

v3.24.3
Select balance sheet data
9 Months Ended
Sep. 30, 2024
Select balance sheet data  
Select balance sheet data

Note 3. Select balance sheet data

Inventory

Inventories are stated at the lower of cost, determined on the first-in, first-out method, 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 September 30, 2024 and December 31, 2023 consist of:

September 30, 

December 31, 

    

2024

    

2023

Finished goods and purchased parts

$

27,560

$

31,489

Raw materials

 

24,963

 

25,929

Work-in-process

 

8,650

 

10,363

Total

$

61,173

$

67,782

Property, plant and equipment

Property, plant and equipment as of September 30, 2024 and December 31, 2023 consist of:

    

Useful Lives

    

September 30, 

    

December 31, 

 Years

2024

2023

Land

Indefinite

$

2,587

$

2,640

Land improvements

15-39

4,291

4,378

Building and building improvements

 

15-39

 

82,207

 

79,682

Machinery, equipment and tooling

 

3-10

 

306,907

 

295,960

Vehicles

 

5

 

4,405

 

4,571

Office furniture and fixtures

 

3-7

 

22,846

 

21,325

Construction in progress

 

N/A

 

5,528

 

9,779

Total property, plant and equipment, gross

 

428,771

 

418,335

Less accumulated depreciation

 

265,058

 

242,590

Total property, plant and equipment, net

$

163,713

$

175,745

Depreciation expense was $7,748 and $7,434 for the three months ended September 30, 2024 and 2023, respectively, and $22,927 and $19,849 for the nine months ended September 30, 2024 and 2023, respectively.

Goodwill

There were no changes to the goodwill balance of $92,650 between December 31, 2023 and September 30, 2024.

Intangible Assets

The following is a listing of definite-lived intangible assets, the useful lives in years (amortization period) and accumulated amortization as of September 30, 2024 and December 31, 2023:

September 30, 2024

Useful Lives 

Gross Carrying

Accumulated

 

    

Years

    

Amount

    

Amortization

 

Net

Amortizable intangible assets:

Customer relationships and contracts

9-17

$

96,040

$

56,643

$

39,397

Trade name

 

10

 

14,780

 

8,555

6,225

Non-compete agreements

 

5

 

8,800

 

8,800

Developed technology

7

4,900

875

4,025

Patents

 

19

 

24

 

15

9

Total intangible assets, net

 

$

124,544

 

$

74,888

$

49,656

December 31, 2023

Useful Lives 

Gross Carrying

Accumulated

 

    

Years

    

Amount

    

Amortization

 

Net

Amortizable intangible assets:

Customer relationships and contracts

9-17

$

96,040

$

53,078

$

42,962

Trade name

 

10

 

14,780

 

7,446

7,334

Non-compete agreements

 

5

 

8,800

 

8,800

Developed technology

7

4,900

350

4,550

Patents

 

19

 

24

 

14

10

Total intangible assets, net

 

$

124,544

 

$

69,688

$

54,856

Additionally, the Company reported an indefinite lived non-amortizable brand name asset with a balance of $3,811 as of September 30, 2024 and December 31, 2023.

Changes in intangible assets between December 31, 2023 and September 30, 2024 consist of:

Balance as of December 31, 2023

    

$

58,667

Amortization expense

 

(5,200)

Balance as of September 30, 2024

$

53,467

Amortization expense was $1,733 and $2,173 for the three months ended September 30, 2024 and 2023, respectively, and $5,200 and $5,649 for the nine months ended September 30, 2024 and 2023, respectively.

Future amortization expense is expected to be as followed:

Year ending December 31, 

    

2024 (remainder)

$

1,733

2025

$

6,933

2026

$

6,933

2027

$

6,933

2028

$

6,877

Thereafter

$

20,247

v3.24.3
Debt
9 Months Ended
Sep. 30, 2024
Debt  
Debt

Note 4. Debt

Bank Revolving Credit Notes

On June 28, 2023, we entered into an amended and restated credit agreement (the Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, as administrative agent (the Agent). The Credit Agreement provides for a $250,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. The Credit Agreement also provides the availability of incremental facilities to the greater of $100,000 and 125% of the Company’s twelve month trailing Consolidated EBITDA through an accordion feature. All amounts borrowed under the credit agreement mature on June 28, 2028.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on our ability to, subject to certain exceptions, create, incur or assume indebtedness; create, incur, assume or suffer to exist liens; make certain investments; allow our subsidiaries to merge or consolidate with another entity; make certain asset dispositions; pay certain dividends or other distributions to shareholders; enter into transactions with affiliates; enter into sale leaseback transactions; and exceed the limits on annual capital expenditures. The Credit Agreement also requires us to satisfy certain financial covenants, including a minimum consolidated interest coverage ratio of 3.00 to 1.00 as well as a consolidated total leverage ratio not to exceed 3.50 to 1.00.

The Company incurred deferred financing costs of $1,248 associated with executing the Credit Agreement, which was recorded as an other long-term asset in the Condensed Consolidated Balance Sheets and will be amortized over the duration of the agreement.

At September 30, 2024, our consolidated total leverage ratio was 1.59 to 1.00 as compared to a covenant maximum of 3.50 to 1.00 under the Credit Agreement.

At September 30, 2024, our consolidated interest coverage ratio was 4.92 to 1.00 as compared to a covenant minimum of 3.00 to 1.00 under the Credit Agreement.

Under the Credit Agreement, interest is payable quarterly at the adjusted secured overnight financing rate (SOFR) plus an applicable margin based on the current consolidated total leverage ratio. The interest rate was 7.22% and 7.71% as of September 30, 2024 and December 31, 2023, respectively. Additionally, the agreement has a fee on the average daily unused portion of the aggregate unused revolving commitments. This fee was 0.25% as of September 30, 2024 and 0.30% as of December 31, 2023.

Prior to June 28, 2023, the Company maintained a credit agreement (Former Credit Agreement) with certain lenders and the Agent. The Former Credit Agreement provided for a $200,000 revolving credit facility, with a letter of credit sub-facility in an

aggregate amount not to exceed $5,000, and a swingline facility in an aggregate amount of $20,000. The Former Credit Agreement also provided for an additional $100,000 of debt capacity through an accordion feature.

The Company was in compliance with all financial covenants of its credit agreements as of September 30, 2024 and December 31, 2023. The amount borrowed on the revolving credit notes was $111,045 and $147,493 as of September 30, 2024 and December 31, 2023, respectively.

Other Debt

Additionally, the Company has a Fond du Lac County and Fond du Lac Economic Development Corporation term note (Fond du Lac Term Note). The Fond du Lac Term Note is secured by a security agreement, payable in annual installments of $500 plus interest at 2.00% and is due in full in December 2028. The balance outstanding as of September 30, 2024 and December 31, 2023 was $2,375. The short-term and long-term balance of $500 and $1,875, respectively, are recorded in other current liabilities and other long-term liabilities in the Condensed Consolidated Balance Sheets.

v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases  
Leases

Note 5. 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, vehicles, forklifts 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 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 finance leases for equipment 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.

Variable lease expense is related to certain of the Company’s real property leases and personal property leases, and it generally consists of property tax and insurance components that are for the benefit of the lessor (real property leases) and variable overage fees (personal property leases) that are remitted as part of the Company’s lease payments.

The components of lease expense were as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

2023

2024

2023

Finance lease cost:

Amortization of finance lease assets

$

130

$

122

$

353

$

310

Interest on finance lease liabilities

12

 

14

32

 

35

Total finance lease expense

142

136

385

345

Operating lease expense

1,332

1,310

4,025

3,917

Short-term lease expense

200

169

511

439

Variable lease expense

66

 

22

178

 

139

Lease income (1)

(547)

(513)

(1,616)

(1,548)

Total lease expense

$

1,193

$

1,124

$

3,483

$

3,292

(1)The Company subleases a portion of its Hazel Park, MI facility. Lease income for the three months ended September 30, 2024 and 2023 was $547 and $513, respectively, and $1,616 and $1,548 for the nine months ended September 30, 2024 and 2023, respectively.

The lease related supplemental cash flow information is as follows:

Nine Months Ended

September 30, 

2024

    

2023

Cash paid for amounts included in the measurement of lease liabilities for finance leases:

Operating cash flows

$

32

$

35

Financing cash flows

$

475

$

296

Cash paid for amounts included in the measurement of lease liabilities for operating leases:

Operating cash flows

$

4,459

$

4,348

 

 

Right-of-use assets obtained in exchange for recorded lease obligations:

Operating leases

$

337

$

455

Finance leases

$

377

$

2

v3.24.3
Employee stock ownership plan
9 Months Ended
Sep. 30, 2024
Employee stock ownership plan  
Employee stock ownership plan

Note 6. Employee stock ownership plan

Under the Mayville Engineering Company, Inc. Employee Stock Ownership Plan (ESOP), the Company can make annual discretionary contributions to the trust for the benefit of eligible employees in the form of cash or shares of common stock of the Company subject to the Board of Directors’ approval. The Company recorded no ESOP expense for the three and nine months ended September 30, 2024 and 2023.

As of January 1, 2023, the Company amended the plan reducing the distribution period from five years to three years.

At various times following death, disability, retirement, termination of employment or the exercise of diversification rights, an ESOP participant is entitled to receive their ESOP account balance in accordance with various distribution methods as permitted under the policies adopted by the ESOP.

As of September 30, 2024 and December 31, 2023, the ESOP shares consisted of 3,474,467 and 4,062,583 in allocated shares, respectively.

v3.24.3
Retirement plans
9 Months Ended
Sep. 30, 2024
Retirement plans  
Retirement plans

Note 7. Retirement plans

The Mayville Engineering Company, Inc. 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 the three months ended September 30, 2024 and 2023, the Company’s employer match expense was $609 and $933, respectively. Total employer match expense for the nine months ended September 30, 2024 and 2023 was $2,585 and $2,577, respectively. Additionally, the 401(k) Plan provides for employer discretionary profit-sharing contributions and the Board of Directors may authorize discretionary profit-sharing contributions (which are usually approved at the end of each calendar year). For the three and nine months ended September 30, 2024 and 2023, the Company’s estimated discretionary profit-sharing expense was $0.

v3.24.3
Income taxes
9 Months Ended
Sep. 30, 2024
Income taxes  
Income taxes

Note 8. Income taxes

On a quarterly basis, the Company estimates its effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate and adjusted for discrete taxable events that may occur in the quarter. As the year progresses, the Company will refine its estimate based on facts and circumstances by each tax jurisdiction.

Income tax expense was $100 and $2,532, and the effective tax rate (ETR) was 3.24% and 20.21% for the three and nine months ended September 30, 2024, respectively. Our ETR is different from the expected tax rate due to state taxes, non-deductible items, research and development credits and excess tax benefit associated with stock-based compensation items.

For the three and nine months ended September 30, 2023, income tax expense was estimated at $554 and $1,471 and the ETR was 27.94% and 20.76%, respectively.

Uncertain Tax Positions

Based on the Company’s evaluation, it has been concluded that there is one unrecognized tax benefit requiring recognition in its financial statements as of September 30, 2024. The Company does not anticipate that there will be a material change in the balance of the unrecognized tax benefits in the next twelve months. Any interest and penalties related to uncertain tax positions are recorded in income tax expense.

The Company files income tax returns in the United States federal jurisdiction and in various state and local jurisdictions. Federal tax returns for tax years beginning January 1, 2020, and state tax returns beginning January 1, 2019, are open for examination.

v3.24.3
Commitments and contingencies
9 Months Ended
Sep. 30, 2024
Commitments and contingencies  
Commitments and contingencies

Note 9. Commitments and contingencies

Litigation

On August 4, 2022, the Company filed a lawsuit against Peloton Interactive, Inc. (“Peloton”) in the Supreme Court of the State of New York, New York County. The lawsuit arises from a March 2021 Supply Agreement between the parties, pursuant to which MEC was to manufacture and supply custom component parts for Peloton’s exercise bikes (the “Manufacturing Project”). In the lawsuit, the Company originally asserted two claims (1) breach and anticipatory repudiation of contract and (2) breach of the duty of good faith and fair dealing (pleaded in the alternative). In January 2023, in response to Peloton’s motion to dismiss, the court allowed the first claim to proceed and dismissed the alternative claim. In the remaining claim, MEC asserts that Peloton breached and anticipatorily repudiated the Supply Agreement by unilaterally cancelling the Manufacturing Project, and refusing to pay MEC certain monthly fixed revenue payments owed under the terms of the Supply Agreement. The parties cross-appealed the court’s order on the motion to dismiss – Peloton appealed the portion of the order that denied the motion to dismiss the claim for breach and anticipatory repudiation of contract and MEC appealed the portion of the order that dismissed the claim for breach of duty of good faith and fair dealing. On April 11, 2024, the First Department, Appellate Division issued a decision and order affirming the court’s order on the motion to dismiss and affirming the court’s dismissal of the alternate claim of good faith and fair dealing. On November 3, 2023, Peloton filed a counterclaim alleging that Peloton was induced by fraud to enter into the Supply Agreement and seeking recission of the Supply Agreement and damages, among other forms of relief. On November 22, 2023, the Company answered Peloton’s counterclaim, denying the allegations in the counterclaim.

On October 28, 2024, the Company and Peloton entered into a formal Settlement Agreement (the “Agreement”) to resolve this lawsuit. Under the terms of the Agreement, MEC and Peloton have agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from Peloton in the fourth quarter of the current year, with no admission of liability by either party.

From time to time, the Company may be involved in various claims and lawsuits, both for and against the Company, arising in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, in management’s opinion, either the likelihood of loss is remote, or any reasonably possible loss associated with the resolution of such proceedings is not expected to have a material adverse impact on the consolidated financial statements.

v3.24.3
Deferred compensation
9 Months Ended
Sep. 30, 2024
Deferred compensation  
Deferred compensation

Note 10. Deferred compensation

The Mayville Engineering Company Deferred Compensation Plan is available for certain employees designated to be eligible to participate by the Company and approved by the Board of Directors. Eligible employees may elect to defer a portion of their compensation for any plan year and the deferral cannot exceed 50% of the participant’s base salary and may include the participant’s annual short-term cash incentive up to 100%. The participant’s election must be made prior to the first day of the plan year.

An employer contribution will be made for each participant to reflect the amount of any reduced allocations to the ESOP and/or 401(k) employer contributions due solely to the participant’s deferral amounts, as applicable. In addition, a discretionary amount may be awarded to a participant by the Company.

Deferrals are assumed to be invested in an investment vehicle based on the options made available to the participant (which does not include Company stock).

The deferred compensation plan provides benefits payable upon separation of service or death. Payments are to be made 30 days after date of separation from service, either in a lump-sum payment or up to five annual installments as elected by the participant when the participant first elects to defer compensation.

The deferred compensation plan is non-funded, and all future contributions are unsecured in that the employees have the status of a general unsecured creditor of the Company and the agreements constitute a promise by the Company to make benefit payments in the future. During the three and nine months ended September 30, 2024, eligible employees elected to defer compensation of $96 and $544, respectively. Eligible employees elected to defer compensation of $94 and $410 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, the short-term portion accrued for all benefit years less than twelve months under this plan was $254 and $289, respectively. As of September 30, 2024 and December 31, 2023, the long-term portion accrued for all benefit years greater than twelve months under this plan was $4,603 and $3,816. These amounts include the initial deferral of compensation and were adjusted for changes in the value of investment options chosen by the participants. Total expense (credit) for the deferred compensation plan for the three months ended September 30, 2024 and 2023 was $204 and ($52), respectively. Total expense for the deferred compensation plan for the nine months ended September 30, 2024 and 2023 was $489 and $677, respectively. These expenses are included in profit-sharing, bonuses and deferred compensation on the Condensed Consolidated Statements of Comprehensive Income. Additionally, the Company made cash distributions of $286 and $18,520 for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3
Self-Funded insurance
9 Months Ended
Sep. 30, 2024
Self-Funded insurance  
Self-Funded insurance

Note 11. Self-Funded insurance

The Company is self-funded for the medical benefits provided to its employees and their dependents. Healthcare costs are expensed as incurred and are based upon actual claims paid, reinsurance premiums, administration fees, and estimated unpaid claims. The Company has an aggregate stop loss limit to mitigate risk. Expenses related to self-funded insurance were $6,104 and $5,741 for the three months ended September 30, 2024 and 2023, respectively, and $18,655 and $15,508 for the nine months ended September 30, 2024 and 2023, respectively. An estimated accrued liability of $1,244 and $1,018 was recorded as of September 30, 2024 and December 31, 2023, respectively, for estimated unpaid claims and is included within other current liabilities on the Condensed Consolidated Balance Sheets.

v3.24.3
Segments
9 Months Ended
Sep. 30, 2024
Segments  
Segments

Note 12. Segments

The Company applies the provisions of ASC 280, Segment Reporting. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker and for which discrete financial information is available. Based on the provisions of ASC 280, the Company has determined it has one operating segment. The Company does not earn revenues or have long-lived assets located in foreign countries.

v3.24.3
Fair value of financial instruments
9 Months Ended
Sep. 30, 2024
Fair value of financial instruments  
Fair value of financial instruments

Note 13. 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:

Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar
assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data. Long-term debt is classified as a Level 2 fair value input.
Level 3 – Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be the Company’s own data and judgements about assumptions that market participants would use in pricing the asset or liability.

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

September 30, 

Report Date Using

    

2024

    

(Level 1)

    

(Level 2)

    

(Level 3)

Deferred compensation liability

$

4,857

$

4,857

$

$

Total

$

4,857

$

4,857

$

$

Balance at

Fair Value Measurements at

December 31, 

Report Date Using

    

2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Deferred compensation liability

$

4,105

$

4,105

$

$

Total

$

4,105

$

4,105

$

$

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, long-term debt and accrued liabilities are recorded in the Condensed Consolidated Balance Sheets at cost and approximate fair value.

Deferred compensation liabilities are recorded at amounts due to participants at the time of deferral. Deferrals are invested in an investment vehicle based on the options made available to the participant, considered to be Level 1 or Level 2 on the fair value hierarchy, with the current balance all as Level 1. The change in fair value is recorded in the profit-sharing, bonuses, and deferred compensation line item on the Condensed Consolidated Statements of Comprehensive Income. The short-term and long-term balances due to participants are reflected on the other current liabilities and deferred compensation, less current portion, line items, respectively, on the Condensed Consolidated Balance Sheets.

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. As of September 30, 2024, there was no impairment recognized for the year.

v3.24.3
Earnings Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share  
Earnings Per Share

Note 14. Earnings Per Share

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share. In accordance with ASC 260, outstanding options will be considered to have been exercised and outstanding as of the beginning of the period if the average market price of the common stock during the period exceeds the exercise price of the options (they are “in the money”), and the assumed exercise of the options do not have an anti-dilutive impact on earnings per share.

A reconciliation of basic and diluted net income per share attributable to the Company were as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2024

2023

2024

2023

Net income attributable to MEC

$

2,974

$

1,432

$

9,997

$

5,617

Average shares outstanding

20,715,275

20,439,602

20,601,702

20,416,914

Basic income per share

$

0.14

$

0.07

$

0.49

$

0.28

Average shares outstanding

20,715,275

20,439,602

20,601,702

20,416,914

Effect of dilutive stock-based compensation

408,219

183,262

291,614

228,001

Total potential shares outstanding

21,123,494

20,622,864

20,893,316

20,644,915

Diluted income per share

$

0.14

$

0.07

$

0.48

$

0.27

There were no options in the money that were excluded in the computation of diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 that had an anti-dilutive impact on earnings per share.

v3.24.3
Revenue Recognition
9 Months Ended
Sep. 30, 2024
Revenue Recognition  
Revenue Recognition

Note 15. Revenue Recognition

Contract Assets and Contract Liabilities

The Company has contract assets and contract liabilities, which are included in tooling in progress and other current liabilities on the Condensed Consolidated Balance Sheets, respectively. Contract assets include products where the Company has satisfied its performance obligation, but receipt of payment is contingent upon delivery. Contract liabilities include deferred tooling revenue, where the performance obligation was not met. The performance obligation is satisfied when the tooling is completed and the customer signs off through the Product Part Approval Process or other documented customer acceptance. Cost of goods sold is recognized and released from the balance sheet when control of the tooling promised under contract is transferred to the customer.

The Company’s contracts with customers are short-term in nature; therefore, revenue is typically recognized, billed and collected within a twelve-month period. The following table reflects the changes in our contract assets and liabilities during the nine months ended September 30, 2024:

Contract

Contract

    

Assets

    

Liabilities

As of December 31, 2023

$

5,457

$

3,635

Net activity

169

(1,302)

As of September 30, 2024

$

5,626

$

2,333

Disaggregated Revenue

The following tables represent a disaggregation of revenue by product category and end market:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

Product Category

    

2024

    

2023

    

2024

    

2023

Outdoor sports

$

1,824

$

2,155

$

6,188

$

6,839

Fabrication

67,284

89,372

245,400

260,545

Performance structures

42,645

41,541

136,209

95,063

Tube

16,140

19,096

55,061

58,916

Tank

10,684

11,660

34,385

33,849

Total

138,577

163,824

477,243

455,212

Intercompany sales elimination

(3,185)

(5,607)

(16,945)

(15,369)

Total, net sales

$

135,392

$

158,217

$

460,298

$

439,843

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

End Market

2024

2023

2024

2023

Commercial vehicle

$

51,612

$

57,264

$

172,696

$

172,494

Construction & access

 

20,110

26,296

75,786

79,326

Powersports

 

21,605

25,143

82,202

73,236

Agriculture

 

10,358

15,029

39,955

42,924

Military

6,968

10,960

21,499

28,439

Other

24,739

23,525

68,160

43,424

Total, net sales

$

135,392

$

158,217

$

460,298

$

439,843

v3.24.3
Concentration of major customers
9 Months Ended
Sep. 30, 2024
Concentration of major customers  
Concentration of major customers

Note 16. 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

Net Sales

Accounts Receivable

Three Months Ended

Nine Months Ended

As of

As of

September 30, 

September 30, 

September 30, 

December 31, 

    

2024

    

2023

    

2024

    

2023

    

2024

    

2023

Customer

A

 

16.8

%

14.3

%  

16.5

%

15.1

%  

12.2

%  

<10

%  

 

B

 

<10

%

13.4

%  

12.2

%

14.8

%  

<10

%  

12.6

%  

 

C

 

<10

%

10.1

%  

10.2

%

11.2

%  

<10

%  

<10

%  

 

D

 

<10

%

<10

%  

<10

%

<10

%  

14.1

%  

12.7

%  

 

v3.24.3
Stock-based compensation
9 Months Ended
Sep. 30, 2024
Stock-based compensation  
Stock-based compensation

Note 17. Stock-based compensation

The Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan provided the Company the ability to grant monetary payments based on the value of its common stock, up to 2,000,000 shares.

On April 20, 2021, shareholders of the Company approved an amendment to the 2019 Omnibus Incentive Plan increasing the number of shares of common stock authorized for issuance by 2,500,000 shares.

The Company recognizes stock-based compensation using the fair value provisions prescribed by ASC 718, Compensation – Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the stock-based instrument at the time of grant and are recognized as expense over the vesting period of the stock-based instrument. Our stock-based compensation consists of stock options, restricted stock units (RSUs) and performance stock units (PSUs). For all types of units, fair value is equivalent to the adjusted closing stock price at the date of the grant. The Black-Scholes option pricing model is utilized to determine fair value for options.

The actual number of PSUs, if any, to be earned by the award recipients is determined after the end of a performance measurement period. The performance measures include Adjusted EBITDA, which represents net income before interest expense, provision for income taxes, depreciation, amortization, stock-based compensation, legal costs due to the former fitness customer and adjusted for items to be determined unusual in nature or infrequent in occurrence, for the year ended December 31, 2026, and the average annual return on invested capital (ROIC), for the three-years ended December 31, 2024, 2025 and 2026, respectively. ROIC represents net operating profit after taxes divided by invested capital for an annual period. These performance targets are subject to adjustments or exclusions as deemed appropriate to account for extraordinary or unanticipated events that do not reflect the core business of the Company, and have been set for each of the minimum, target and maximum levels with the actual performance amount received determined by the Compensation Committee of the Board of Directors.

Cancellations and forfeitures are accounted for as incurred.

During the nine months ended September 30, 2024, 247,564 RSUs vested. For the same period, 206,524 options vested with a weighted average strike price of $13.54. During the nine months ended September 30, 2023, 254,169 RSUs vested. For the same period, 195,264 options vested with a strike price of $11.67.

During the nine months ended September 30, 2024, options exercised were 879,388 with a weighted average strike price of $9.85, which resulted in 264,247 of Company issued shares.

As of September 30, 2024, 433,918 options remained outstanding with a weighted average strike price of $13.71 and a weighted average contractual life of 9.24 years remaining.

The Company’s stock-based compensation expense by award type is summarized as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

RSU awards

$

973

$

856

$

2,725

$

2,445

PSU awards

119

257

Option awards

 

260

 

480

 

865

 

1,311

Stock-based compensation expense, net of tax

$

1,352

$

1,336

$

3,847

$

3,756

A roll-forward of unrecognized stock-based compensation expense is displayed in the table below. Unrecognized stock-based compensation expense as of September 30, 2024 will be expensed over the remaining requisite service period from which individual award values relate, up to August 20, 2027.

    

RSUs

PSUs

    

Options

    

Total

Balance as of December 31, 2023

$

2,304

$

$

1,513

$

3,817

Grants

4,423

1,423

5,846

Forfeitures

(32)

(32)

Expense

(789)

(20)

(348)

(1,157)

Balance as of March 31, 2024

$

5,906

$

1,403

$

1,165

$

8,474

Grants

1,115

1,115

Forfeitures

(283)

(33)

(316)

Expense

(962)

(119)

(257)

(1,338)

Balance as of June 30, 2024

$

5,776

1,284

$

875

$

7,935

Grants

80

80

Forfeitures

(58)

(58)

Expense

(973)

(119)

(260)

(1,352)

Balance as of September 30, 2024

$

4,825

1,165

$

615

$

6,605

v3.24.3
Common Equity
9 Months Ended
Sep. 30, 2024
Common Equity  
Common Equity

Note 18. Common Equity

At September 30, 2024 the authorized stock of the Company consisted of 75,000,000 shares of common stock without par value.

Changes in outstanding common shares are summarized as follows:

Shares

Outstanding

Shares as of December 31, 2022

20,172,746

Treasury stock purchases

(184,964)

Common stock issued (including stock-based compensation impact)

320,574

Balance as of September 30, 2023

20,308,356

Shares

Outstanding

Balance as of December 31, 2023

20,310,584

Treasury stock purchases

(114,925)

Common stock issued (including stock-based compensation impact)

448,674

Balance as of September 30, 2024

20,644,333

v3.24.3
Subsequent events
9 Months Ended
Sep. 30, 2024
Subsequent events  
Subsequent events

Note 19. Subsequent events

The Company has evaluated events and transactions for potential recognition or disclosure in the consolidated financial statements through November 6, 2024, the date on which the consolidated financial statements were available to be issued, and there were no material events or transactions other than the following:

On October 28, 2024, the Company entered into the Agreement to resolve the lawsuit with Peloton. Under the terms of the Agreement, MEC and Peloton have agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from Peloton in the fourth quarter of the current year, with no admission of liability by either party.

v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure                
Net Income (Loss) $ 2,974 $ 3,782 $ 3,241 $ 1,432 $ 1,614 $ 2,571 $ 9,997 $ 5,617
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of presentation (Policies)
9 Months Ended
Sep. 30, 2024
Basis of presentation  
Nature of Operations

Nature of Operations

MEC is a leading U.S.-based, vertically-integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military and other end markets. Founded in 1945 and headquartered in Milwaukee, Wisconsin, we are a leading Tier I U.S. supplier of highly engineered components to original equipment manufacturer (OEM) customers with leading positions in their respective markets. The Company operates 23 facilities located in Arkansas, Michigan, Mississippi, Ohio, Pennsylvania, Virginia, and Wisconsin. Our engineering expertise and technical know-how allow us to add value through every product redevelopment cycle (generally every three to five years for our customers).

Our one operating segment focuses on producing metal components that are used in a broad range of heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agricultural, military and other products.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, amending Accounting Standards Codification (ASC) 740, Income Taxes. The amendment is intended to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of adopting this guidance on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, amending ASC 280, Segment Reporting. The amendment is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods after December 15, 2024. The Company has evaluated the impact of the guidance and will adopt during the period ended December 31, 2024. The Company does not expect this adoption to have a material impact on its consolidated financial statements.

v3.24.3
Acquisition (Tables)
9 Months Ended
Sep. 30, 2024
Business Acquisition [Line Items]  
Schedule of Pro Forma Financial Information

Nine Months Ended

September 30,

    

2023

Net sales

$

470,799

Net income

$

3,523

Mid-States Aluminum [Member]  
Business Acquisition [Line Items]  
Schedule of assets acquired, liabilities assumed and net cash consideration paid

Opening Balance

Estimated

Sheet Allocation

Useful Life

Cash

$

324

Accounts receivable, net

7,381

Inventory

9,698

Property, plant and equipment

41,271

Other assets

291

Intangible assets

Developed technology

4,900

7 Years

Customer relationships

17,700

17 Years

Goodwill

21,115

Indefinite

Total assets acquired

102,680

Accounts payable

(2,386)

Accrued expenses

(1,509)

Other liabilities

(1,984)

Debt

(7,884)

Total consideration

$

88,917

v3.24.3
Select balance sheet data (Tables)
9 Months Ended
Sep. 30, 2024
Select balance sheet data  
Schedule of Inventories

September 30, 

December 31, 

    

2024

    

2023

Finished goods and purchased parts

$

27,560

$

31,489

Raw materials

 

24,963

 

25,929

Work-in-process

 

8,650

 

10,363

Total

$

61,173

$

67,782

Schedule of Property, Plant and Equipment

    

Useful Lives

    

September 30, 

    

December 31, 

 Years

2024

2023

Land

Indefinite

$

2,587

$

2,640

Land improvements

15-39

4,291

4,378

Building and building improvements

 

15-39

 

82,207

 

79,682

Machinery, equipment and tooling

 

3-10

 

306,907

 

295,960

Vehicles

 

5

 

4,405

 

4,571

Office furniture and fixtures

 

3-7

 

22,846

 

21,325

Construction in progress

 

N/A

 

5,528

 

9,779

Total property, plant and equipment, gross

 

428,771

 

418,335

Less accumulated depreciation

 

265,058

 

242,590

Total property, plant and equipment, net

$

163,713

$

175,745

Schedule of Listing of Intangible Assets

September 30, 2024

Useful Lives 

Gross Carrying

Accumulated

 

    

Years

    

Amount

    

Amortization

 

Net

Amortizable intangible assets:

Customer relationships and contracts

9-17

$

96,040

$

56,643

$

39,397

Trade name

 

10

 

14,780

 

8,555

6,225

Non-compete agreements

 

5

 

8,800

 

8,800

Developed technology

7

4,900

875

4,025

Patents

 

19

 

24

 

15

9

Total intangible assets, net

 

$

124,544

 

$

74,888

$

49,656

December 31, 2023

Useful Lives 

Gross Carrying

Accumulated

 

    

Years

    

Amount

    

Amortization

 

Net

Amortizable intangible assets:

Customer relationships and contracts

9-17

$

96,040

$

53,078

$

42,962

Trade name

 

10

 

14,780

 

7,446

7,334

Non-compete agreements

 

5

 

8,800

 

8,800

Developed technology

7

4,900

350

4,550

Patents

 

19

 

24

 

14

10

Total intangible assets, net

 

$

124,544

 

$

69,688

$

54,856

Schedule of Changes In Intangible Assets

Balance as of December 31, 2023

    

$

58,667

Amortization expense

 

(5,200)

Balance as of September 30, 2024

$

53,467

Schedule of Future Amortization Expense

Year ending December 31, 

    

2024 (remainder)

$

1,733

2025

$

6,933

2026

$

6,933

2027

$

6,933

2028

$

6,877

Thereafter

$

20,247

v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases  
Summary of components of lease expense

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

2023

2024

2023

Finance lease cost:

Amortization of finance lease assets

$

130

$

122

$

353

$

310

Interest on finance lease liabilities

12

 

14

32

 

35

Total finance lease expense

142

136

385

345

Operating lease expense

1,332

1,310

4,025

3,917

Short-term lease expense

200

169

511

439

Variable lease expense

66

 

22

178

 

139

Lease income (1)

(547)

(513)

(1,616)

(1,548)

Total lease expense

$

1,193

$

1,124

$

3,483

$

3,292

(1)The Company subleases a portion of its Hazel Park, MI facility. Lease income for the three months ended September 30, 2024 and 2023 was $547 and $513, respectively, and $1,616 and $1,548 for the nine months ended September 30, 2024 and 2023, respectively.

Schedule of Supplemental cash flow information

Nine Months Ended

September 30, 

2024

    

2023

Cash paid for amounts included in the measurement of lease liabilities for finance leases:

Operating cash flows

$

32

$

35

Financing cash flows

$

475

$

296

Cash paid for amounts included in the measurement of lease liabilities for operating leases:

Operating cash flows

$

4,459

$

4,348

 

 

Right-of-use assets obtained in exchange for recorded lease obligations:

Operating leases

$

337

$

455

Finance leases

$

377

$

2

v3.24.3
Fair value of financial instruments (Tables)
9 Months Ended
Sep. 30, 2024
Fair value of financial instruments  
Schedule of financial assets and liabilities accounted for at fair value by fair value hierarchy

Balance at

Fair Value Measurements at

September 30, 

Report Date Using

    

2024

    

(Level 1)

    

(Level 2)

    

(Level 3)

Deferred compensation liability

$

4,857

$

4,857

$

$

Total

$

4,857

$

4,857

$

$

Balance at

Fair Value Measurements at

December 31, 

Report Date Using

    

2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Deferred compensation liability

$

4,105

$

4,105

$

$

Total

$

4,105

$

4,105

$

$

v3.24.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share  
Schedule of earnings per share

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2024

2023

2024

2023

Net income attributable to MEC

$

2,974

$

1,432

$

9,997

$

5,617

Average shares outstanding

20,715,275

20,439,602

20,601,702

20,416,914

Basic income per share

$

0.14

$

0.07

$

0.49

$

0.28

Average shares outstanding

20,715,275

20,439,602

20,601,702

20,416,914

Effect of dilutive stock-based compensation

408,219

183,262

291,614

228,001

Total potential shares outstanding

21,123,494

20,622,864

20,893,316

20,644,915

Diluted income per share

$

0.14

$

0.07

$

0.48

$

0.27

v3.24.3
Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2024
Revenue Recognition  
Schedule of changes in contract assets and liabilities

Contract

Contract

    

Assets

    

Liabilities

As of December 31, 2023

$

5,457

$

3,635

Net activity

169

(1,302)

As of September 30, 2024

$

5,626

$

2,333

Schedule of disaggregation of revenue by product category and end market

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

Product Category

    

2024

    

2023

    

2024

    

2023

Outdoor sports

$

1,824

$

2,155

$

6,188

$

6,839

Fabrication

67,284

89,372

245,400

260,545

Performance structures

42,645

41,541

136,209

95,063

Tube

16,140

19,096

55,061

58,916

Tank

10,684

11,660

34,385

33,849

Total

138,577

163,824

477,243

455,212

Intercompany sales elimination

(3,185)

(5,607)

(16,945)

(15,369)

Total, net sales

$

135,392

$

158,217

$

460,298

$

439,843

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

End Market

2024

2023

2024

2023

Commercial vehicle

$

51,612

$

57,264

$

172,696

$

172,494

Construction & access

 

20,110

26,296

75,786

79,326

Powersports

 

21,605

25,143

82,202

73,236

Agriculture

 

10,358

15,029

39,955

42,924

Military

6,968

10,960

21,499

28,439

Other

24,739

23,525

68,160

43,424

Total, net sales

$

135,392

$

158,217

$

460,298

$

439,843

v3.24.3
Concentration of major customers (Tables)
9 Months Ended
Sep. 30, 2024
Concentration of major customers  
Schedules of major customer concentrations

Net Sales

Net Sales

Accounts Receivable

Three Months Ended

Nine Months Ended

As of

As of

September 30, 

September 30, 

September 30, 

December 31, 

    

2024

    

2023

    

2024

    

2023

    

2024

    

2023

Customer

A

 

16.8

%

14.3

%  

16.5

%

15.1

%  

12.2

%  

<10

%  

 

B

 

<10

%

13.4

%  

12.2

%

14.8

%  

<10

%  

12.6

%  

 

C

 

<10

%

10.1

%  

10.2

%

11.2

%  

<10

%  

<10

%  

 

D

 

<10

%

<10

%  

<10

%

<10

%  

14.1

%  

12.7

%  

 

v3.24.3
Stock-based compensation (Tables)
9 Months Ended
Sep. 30, 2024
Stock-based compensation  
Summary of Stock-based Compensation Expenses

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

RSU awards

$

973

$

856

$

2,725

$

2,445

PSU awards

119

257

Option awards

 

260

 

480

 

865

 

1,311

Stock-based compensation expense, net of tax

$

1,352

$

1,336

$

3,847

$

3,756

Schedule of Unrecognized Stock-based Compensation Expense

    

RSUs

PSUs

    

Options

    

Total

Balance as of December 31, 2023

$

2,304

$

$

1,513

$

3,817

Grants

4,423

1,423

5,846

Forfeitures

(32)

(32)

Expense

(789)

(20)

(348)

(1,157)

Balance as of March 31, 2024

$

5,906

$

1,403

$

1,165

$

8,474

Grants

1,115

1,115

Forfeitures

(283)

(33)

(316)

Expense

(962)

(119)

(257)

(1,338)

Balance as of June 30, 2024

$

5,776

1,284

$

875

$

7,935

Grants

80

80

Forfeitures

(58)

(58)

Expense

(973)

(119)

(260)

(1,352)

Balance as of September 30, 2024

$

4,825

1,165

$

615

$

6,605

v3.24.3
Common Equity (Tables)
9 Months Ended
Sep. 30, 2024
Common Equity  
Summary of changes in outstanding common shares

Shares

Outstanding

Shares as of December 31, 2022

20,172,746

Treasury stock purchases

(184,964)

Common stock issued (including stock-based compensation impact)

320,574

Balance as of September 30, 2023

20,308,356

Shares

Outstanding

Balance as of December 31, 2023

20,310,584

Treasury stock purchases

(114,925)

Common stock issued (including stock-based compensation impact)

448,674

Balance as of September 30, 2024

20,644,333

v3.24.3
Basis of presentation (Details)
9 Months Ended
Sep. 30, 2024
segment
facility
Basis Of Presentation [Line Items]  
Number of facilities operated | facility 23
Number of Operating Segments | segment 1
Maximum [Member]  
Basis Of Presentation [Line Items]  
The length of the product redevelopment cycle. 5 years
Minimum [Member]  
Basis Of Presentation [Line Items]  
The length of the product redevelopment cycle. 3 years
v3.24.3
Acquisition (Details) - Mid-States Aluminum [Member]
$ in Thousands
Jun. 19, 2023
USD ($)
Business Acquisition [Line Items]  
Purchase price of the acquisition $ 95,945
Total net consideration $ 90,002
v3.24.3
Acquisition - Assets acquired, liabilities assumed (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Jul. 01, 2023
Business Acquisition [Line Items]      
Goodwill $ 92,650 $ 92,650  
Developed Technology Rights [Member]      
Business Acquisition [Line Items]      
Estimated useful life 7 years 7 years 7 years
Customer Relationships [Member]      
Business Acquisition [Line Items]      
Estimated useful life     17 years
Mid-States Aluminum [Member]      
Business Acquisition [Line Items]      
Cash     $ 324
Accounts receivable, net     7,381
Inventory     9,698
Property, plant and equipment     41,271
Other assets     291
Goodwill     21,115
Total assets acquired     102,680
Accounts payable     (2,386)
Accrued expenses     (1,509)
Other liabilities     (1,984)
Debt     (7,884)
Total consideration     88,917
Mid-States Aluminum [Member] | Developed Technology Rights [Member]      
Business Acquisition [Line Items]      
Intangibles     $ 4,900
Estimated useful life     7 years
Mid-States Aluminum [Member] | Customer Relationships [Member]      
Business Acquisition [Line Items]      
Intangibles     $ 17,700
Estimated useful life     17 years
v3.24.3
Acquisition - Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jul. 01, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Business Acquisition [Line Items]            
Operating income   $ 5,727 $ 5,893 $ 21,506 $ 14,837  
Developed Technology Rights [Member]            
Business Acquisition [Line Items]            
Estimated useful life 7 years 7 years   7 years   7 years
Customer Relationships [Member]            
Business Acquisition [Line Items]            
Estimated useful life 17 years          
Mid-States Aluminum [Member]            
Business Acquisition [Line Items]            
Inventory fair value step-up $ 891          
Property, plant and equipment fair value step-up 21,157          
Purchase price adjustment           $ (1,084)
Mid-States Aluminum [Member] | Developed Technology Rights [Member]            
Business Acquisition [Line Items]            
Intangibles $ 4,900          
Estimated useful life 7 years          
Mid-States Aluminum [Member] | Customer Relationships [Member]            
Business Acquisition [Line Items]            
Intangibles $ 17,700          
Estimated useful life 17 years          
v3.24.3
Acquisition - Pro Forma Financial Information (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Acquisition  
Net sales $ 470,799
Net income $ 3,523
v3.24.3
Select balance sheet data - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Select balance sheet data    
Finished goods and purchased parts $ 27,560 $ 31,489
Raw materials 24,963 25,929
Work-in-process 8,650 10,363
Total $ 61,173 $ 67,782
v3.24.3
Select balance sheet data - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 428,771 $ 418,335
Less accumulated depreciation 265,058 242,590
Total property, plant and equipment, net 163,713 175,745
Land [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross 2,587 2,640
Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 4,291 4,378
Land Improvements [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 15 years  
Land Improvements [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 39 years  
Building and Building Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 82,207 79,682
Building and Building Improvements [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 15 years  
Building and Building Improvements [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 39 years  
Machinery Equipment And Tooling [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 306,907 295,960
Machinery Equipment And Tooling [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 3 years  
Machinery Equipment And Tooling [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 10 years  
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 4,405 4,571
Property, plant and equipment useful lives 5 years  
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 22,846 21,325
Furniture and Fixtures [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 3 years  
Furniture and Fixtures [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment useful lives 7 years  
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment, gross $ 5,528 $ 9,779
v3.24.3
Select balance sheet data - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Select balance sheet data        
Depreciation $ 7,748 $ 7,434 $ 22,927 $ 19,849
Amortization expense $ 1,733 $ 2,173 $ 5,200 $ 5,649
v3.24.3
Select balance sheet data - Schedule of Changes In Goodwill (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Select balance sheet data    
Change in goodwill carrying amount $ 0  
Goodwill $ 92,650 $ 92,650
v3.24.3
Select balance sheet data - Schedule of Listing of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Jul. 01, 2023
Amortizable intangible assets [Abstract]      
Amortizable intangible assets, gross $ 124,544 $ 124,544  
Accumulated amortization 74,888 69,688  
Total amortizable intangible assets, net 49,656 54,856  
Total intangible assets, net 53,467 58,667  
Customer Relationships And Contracts [Member]      
Amortizable intangible assets [Abstract]      
Amortizable intangible assets, gross 96,040 96,040  
Accumulated amortization 56,643 53,078  
Total amortizable intangible assets, net $ 39,397 $ 42,962  
Trade Names [Member]      
Amortizable intangible assets [Abstract]      
Intangible assets useful Lives 10 years 10 years  
Amortizable intangible assets, gross $ 14,780 $ 14,780  
Accumulated amortization 8,555 7,446  
Total amortizable intangible assets, net $ 6,225 $ 7,334  
Noncompete Agreements [Member]      
Amortizable intangible assets [Abstract]      
Intangible assets useful Lives 5 years 5 years  
Amortizable intangible assets, gross $ 8,800 $ 8,800  
Accumulated amortization $ 8,800 $ 8,800  
Developed Technology Rights [Member]      
Amortizable intangible assets [Abstract]      
Intangible assets useful Lives 7 years 7 years 7 years
Amortizable intangible assets, gross $ 4,900 $ 4,900  
Accumulated amortization 875 350  
Total amortizable intangible assets, net $ 4,025 $ 4,550  
Patents [Member]      
Amortizable intangible assets [Abstract]      
Intangible assets useful Lives 19 years 19 years  
Amortizable intangible assets, gross $ 24 $ 24  
Accumulated amortization 15 14  
Total amortizable intangible assets, net 9 10  
Non Amortizable Brand Name [Member]      
Amortizable intangible assets [Abstract]      
Total intangible assets, net $ 3,811 $ 3,811  
Minimum [Member] | Customer Relationships And Contracts [Member]      
Amortizable intangible assets [Abstract]      
Intangible assets useful Lives 9 years 9 years  
Maximum [Member] | Customer Relationships And Contracts [Member]      
Amortizable intangible assets [Abstract]      
Intangible assets useful Lives 17 years 17 years  
v3.24.3
Select balance sheet data - Schedule of Changes In Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Select balance sheet data        
Beginning balance     $ 58,667  
Amortization expense $ (1,733) $ (2,173) (5,200) $ (5,649)
Ending balance $ 53,467   $ 53,467  
v3.24.3
Select balance sheet data - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Select balance sheet data        
Amortization expense $ 1,733 $ 2,173 $ 5,200 $ 5,649
v3.24.3
Select balance sheet data - Schedule of Future Amortization Expense (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Select balance sheet data  
2024 (remainder) $ 1,733
2025 6,933
2026 6,933
2027 6,933
2028 6,877
Thereafter $ 20,247
v3.24.3
Debt - Credit Agreements (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Jun. 28, 2023
Sep. 30, 2024
Dec. 31, 2023
Jun. 27, 2023
Line Of Credit Facility [Line Items]        
Revolving credit notes   $ 111,045 $ 147,493  
Amended And Restated Credit Agreement [Member]        
Line Of Credit Facility [Line Items]        
Minimum interest coverage ratio   3.00%    
Maximum consolidated leverage ratio   3.50%    
Deferred financing costs   $ 1,248    
Consolidated leverage ratio   1.59%    
Interest coverage ratios   4.92%    
Interest rate at end of period   7.22% 7.71%  
Amended And Restated Credit Agreement [Member] | Lenders And Wells Fargo Bank National Association Administrative Agent [Member]        
Line Of Credit Facility [Line Items]        
Credit agreement additional borrowing capacity through accordion feature $ 100,000     $ 100,000
Line of credit facility additional borrowing capacity percentage through accordion feature 125.00%      
Line of credit facility additional borrowing capacity period through accordion feature 12 months      
Credit agreement maturity date Jun. 28, 2028      
Revolving Credit Facility [Member]        
Line Of Credit Facility [Line Items]        
Revolving credit notes   $ 111,045 $ 147,493  
Revolving Credit Facility [Member] | Amended And Restated Credit Agreement [Member]        
Line Of Credit Facility [Line Items]        
Revolving commitments fee percentage   0.25% 0.30%  
Revolving Credit Facility [Member] | Amended And Restated Credit Agreement [Member] | Lenders And Wells Fargo Bank National Association Administrative Agent [Member]        
Line Of Credit Facility [Line Items]        
Credit agreement borrowing capacity $ 250,000     200,000
Letter of Credit [Member]        
Line Of Credit Facility [Line Items]        
Credit agreement borrowing capacity       5,000
Swingline Facility [Member] | Amended And Restated Credit Agreement [Member] | Lenders And Wells Fargo Bank National Association Administrative Agent [Member]        
Line Of Credit Facility [Line Items]        
Credit agreement borrowing capacity $ 25,000     $ 20,000
v3.24.3
Debt - Other Debt (Details) - Mid-States Aluminum [Member] - Fond du Lac County and Fond du Lac Economic Development Corporation Term Note [Member] - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Line of Credit Facility [Line Items]    
Monthly installment $ 500  
Interest rate (as a percent) 2.00%  
Balance outstanding $ 2,375 $ 2,375
Other Current Liabilities [Member]    
Line of Credit Facility [Line Items]    
Short-term balance 500  
Other Noncurrent Liabilities [Member]    
Line of Credit Facility [Line Items]    
Long-term balance $ 1,875  
v3.24.3
Leases - Components of lease expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases        
Amortization of finance lease assets $ 130 $ 122 $ 353 $ 310
Interest on finance lease liabilities 12 14 32 35
Total finance lease expense 142 136 385 345
Operating lease expense 1,332 1,310 4,025 3,917
Short-term lease expense 200 169 511 439
Variable lease expense 66 22 178 139
Lease income (547) (513) (1,616) (1,548)
Total lease expense $ 1,193 $ 1,124 $ 3,483 $ 3,292
v3.24.3
Leases - Supplemental cash flow information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Leases    
Cash paid for amounts included in the measurement of lease liabilities for finance leases: Operating cash flows $ 32 $ 35
Cash paid for amounts included in the measurement of lease liabilities for finance leases: Financing cash flows 475 296
Cash paid for amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 4,459 4,348
Right-of-use assets obtained in exchange for recorded lease obligations: Operating leases 337 455
Right-of-use assets obtained in exchange for recorded lease obligations: Finance leases $ 377 $ 2
v3.24.3
Employee stock ownership plan - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jan. 01, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2023
Employee stock ownership plan              
Distribution period 3 years         5 years  
Shares in ESOP   3,474,467   3,474,467     4,062,583
Employee Stock Option [Member]              
Employee stock ownership plan              
Employee stock ownership plan (ESOP), (income) expense   $ 0 $ 0 $ 0 $ 0    
v3.24.3
Retirement plans - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Retirement plans        
Percentage of employee contribution of eligible compensation plan     50.00%  
Employer match percentage     50.00%  
Percent of employee contributions eligible for employer match     6.00%  
Employer match expense $ 609 $ 933 $ 2,585 $ 2,577
Profit sharing expense $ 0 $ 0 $ 0 $ 0
v3.24.3
Income taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income taxes        
Income tax expense $ 100 $ 554 $ 2,532 $ 1,471
Effective income tax rate 3.24% 27.94% 20.21% 20.76%
v3.24.3
Commitments and contingencies (Details)
$ in Thousands
Oct. 28, 2024
USD ($)
Aug. 04, 2022
claim
Litigation    
Number of claims | claim   2
Subsequent Event [Member]    
Litigation    
Gross payment | $ $ 25,500  
v3.24.3
Deferred compensation - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Deferred compensation          
Description of deferred compensation arrangements     The Mayville Engineering Company Deferred Compensation Plan is available for certain employees designated to be eligible to participate by the Company and approved by the Board of Directors.    
Deferred compensation arrangements     50.00%    
Annual short term cash incentive     100.00%    
Deferred compensation plan (Income) expense $ 2,076 $ 2,346 $ 10,010 $ 8,037  
Deferred compensation cash-based arrangements liability, Current 254   254   $ 289
Deferred compensation cash-based arrangements liability, Non current 4,603   4,603   $ 3,816
Deferred compensation, distributions paid     286 18,520  
Deferred Profit Sharing [Member]          
Deferred compensation          
Deferred compensation plan (Income) expense 204 (52) 489 677  
Employees [Member]          
Deferred compensation          
Deferred compensation plan (Income) expense $ 96 $ 94 $ 544 $ 410  
v3.24.3
Self-Funded insurance (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Self-Funded insurance          
Health care self-insurance expense $ 6,104 $ 5,741 $ 18,655 $ 15,508  
Estimated accrued liability $ 1,244   $ 1,244   $ 1,018
v3.24.3
Segments (Details)
9 Months Ended
Sep. 30, 2024
segment
Segments  
Number of operating segments 1
v3.24.3
Fair value of financial instruments - Assets and Liabilities at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair value of financial instruments    
Total $ 4,857 $ 4,105
Fair Value, Inputs, Level 1    
Fair value of financial instruments    
Total 4,857 4,105
Deferred compensation liability    
Fair value of financial instruments    
Total 4,857 4,105
Deferred compensation liability | Fair Value, Inputs, Level 1    
Fair value of financial instruments    
Total $ 4,857 $ 4,105
v3.24.3
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share, Basic [Abstract]                
Net Income (Loss) $ 2,974 $ 3,782 $ 3,241 $ 1,432 $ 1,614 $ 2,571 $ 9,997 $ 5,617
Average shares outstanding 20,715,275     20,439,602     20,601,702 20,416,914
Basic income per share $ 0.14     $ 0.07     $ 0.49 $ 0.28
Earnings Per Share, Diluted, Other Disclosure [Abstract]                
Average shares outstanding 20,715,275     20,439,602     20,601,702 20,416,914
Effect of dilutive stock-based compensation 408,219     183,262     291,614 228,001
Total potential shares outstanding 21,123,494     20,622,864     20,893,316 20,644,915
Diluted income per share $ 0.14     $ 0.07     $ 0.48 $ 0.27
v3.24.3
Earnings Per Share - Antidilutive Securities (Details) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share        
Antidilutive securities excluded from computation of diluted earnings per share 0 0 0 0
v3.24.3
Revenue Recognition - Schedule of Changes in Contract Assets and Liabilities (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Revenue Recognition  
Contract asset, beginning balance $ 5,457
Net activity 169
Contract asset, ending balance 5,626
Contract liability, beginning balance 3,635
Net activity (1,302)
Contract liability, ending balance $ 2,333
v3.24.3
Revenue Recognition - Schedule of Disaggregation of Revenue by Product Category (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue Recognition        
Total, net sales $ 135,392 $ 158,217 $ 460,298 $ 439,843
Operating segments        
Revenue Recognition        
Total, net sales 138,577 163,824 477,243 455,212
Intercompany sales elimination        
Revenue Recognition        
Total, net sales (3,185) (5,607) (16,945) (15,369)
Outdoor sports        
Revenue Recognition        
Total, net sales 1,824 2,155 6,188 6,839
Fabrication        
Revenue Recognition        
Total, net sales 67,284 89,372 245,400 260,545
Performance structures        
Revenue Recognition        
Total, net sales 42,645 41,541 136,209 95,063
Tube        
Revenue Recognition        
Total, net sales 16,140 19,096 55,061 58,916
Tank        
Revenue Recognition        
Total, net sales $ 10,684 $ 11,660 $ 34,385 $ 33,849
v3.24.3
Revenue Recognition - Schedule of Disaggregation of Revenue by End Market (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue Recognition        
Total, net sales $ 135,392 $ 158,217 $ 460,298 $ 439,843
Commercial vehicle        
Revenue Recognition        
Total, net sales 51,612 57,264 172,696 172,494
Construction & access        
Revenue Recognition        
Total, net sales 20,110 26,296 75,786 79,326
Powersports        
Revenue Recognition        
Total, net sales 21,605 25,143 82,202 73,236
Agriculture        
Revenue Recognition        
Total, net sales 10,358 15,029 39,955 42,924
Military        
Revenue Recognition        
Total, net sales 6,968 10,960 21,499 28,439
Other        
Revenue Recognition        
Total, net sales $ 24,739 $ 23,525 $ 68,160 $ 43,424
v3.24.3
Concentration of major customers - Schedule of Major Customer Concentrations (Details) - Customer Concentration Risk [Member]
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Customer A [Member] | Revenue Benchmark [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage 16.80% 14.30% 16.50% 15.10%  
Customer A [Member] | Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     12.20%    
Concentration risk percentage         <10
Customer B [Member] | Revenue Benchmark [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage   13.40% 12.20% 14.80%  
Concentration risk percentage <10        
Customer B [Member] | Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage         12.60%
Concentration risk percentage     <10    
Customer C [Member] | Revenue Benchmark [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage   10.10% 10.20% 11.20%  
Concentration risk percentage <10        
Customer C [Member] | Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     <10   <10
Customer D [Member] | Revenue Benchmark [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage <10 <10 <10 <10  
Customer D [Member] | Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage     14.10%   12.70%
v3.24.3
Stock-based compensation - Additional Information (Details) - $ / shares
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Apr. 20, 2021
Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Options exercised 879,388      
Shares issued 264,247      
Weighted average strike price $ 9.85      
Options, issued and outstanding number 433,918      
Options, issued and outstanding weighted average exercise price $ 13.71      
Weighted average contractual life remaining 9 years 2 months 26 days      
Unrecognized stock-based compensation recognition period Aug. 20, 2027      
Omnibus Incentives Plan [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Payments based on the value of its common stock       2,000,000
Number of shares authorized     2,500,000  
Restricted Stock Units (RSUs) [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Number of units, vested 247,564 254,169    
Employee Stock Option [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Options vested (in shares) 206,524 195,264    
Weighted average strike price $ 13.54 $ 11.67    
v3.24.3
Stock-based compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock based compensation expense, net of tax $ 1,352 $ 1,336 $ 3,847 $ 3,756
Restricted Stock Units (RSUs) [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock based compensation expense, net of tax 973 856 2,725 2,445
Performance Stock Units (PSUs) [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock based compensation expense, net of tax 119   257  
Option Award [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock based compensation expense, net of tax $ 260 $ 480 $ 865 $ 1,311
v3.24.3
Stock-based compensation - Schedule of Unrecognized Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Beginning Balance $ 7,935 $ 8,474 $ 3,817
Grants 80 1,115 5,846
Forfeitures (58) (316) (32)
Expense (1,352) (1,338) (1,157)
Ending Balance 6,605 7,935 8,474
Restricted Stock Units (RSUs) [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Beginning Balance 5,776 5,906 2,304
Grants 80 1,115 4,423
Forfeitures (58) (283) (32)
Expense (973) (962) (789)
Ending Balance 4,825 5,776 5,906
Performance Stock Units (PSUs) [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Beginning Balance 1,284 1,403 0
Grants     1,423
Expense (119) (119) (20)
Ending Balance 1,165 1,284 1,403
Employee Stock Option [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Beginning Balance 875 1,165 1,513
Forfeitures   (33)  
Expense (260) (257) (348)
Ending Balance $ 615 $ 875 $ 1,165
v3.24.3
Common Equity (Details) - shares
Sep. 30, 2024
Dec. 31, 2023
Common Equity    
Common shares, shares authorized 75,000,000 75,000,000
v3.24.3
Common Equity - Changes in outstanding common shares (Details) - Common Stock [Member] - shares
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Beginning balance 20,310,584 20,172,746
Treasury stock purchases (114,925) (184,964)
Common stock issued (including stock-based compensation impact) 448,674 320,574
Ending balance 20,644,333 20,308,356
v3.24.3
Subsequent events - (Details)
$ in Thousands
Oct. 28, 2024
USD ($)
Subsequent Event [Member]  
Subsequent Event [Line Items]  
Gross payment $ 25,500

1 Year Mayville Engineering Chart

1 Year Mayville Engineering Chart

1 Month Mayville Engineering Chart

1 Month Mayville Engineering Chart