Mayville Engineering Company, Inc.

Previous wording

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”.

Current wording

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

Previous wording

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.

Current wording

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, data center & critical power, agricultural, military and other products.

Previous wording

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 audit, accounting, legal and other consulting and professional services, travel, and insurance.

Current wording

Other Selling, General, and Administrative Expenses (SG&A). 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 audit, accounting, legal and other consulting and professional services, travel, and insurance.

Previous wording

Adjusted EBITDA represents EBITDA before stock-based compensation expense, legal costs due to former fitness customer, Chief Financial Officer (CFO) transition costs, natural disaster costs and acquisition related costs. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Current wording

Adjusted EBITDA represents EBITDA before stock-based compensation expense, legal costs due to former fitness customer, Chief Financial Officer (CFO) transition costs, natural disaster costs, acquisition related costs, restructuring and costs recognized on step-up of Accu-Fab acquired inventory. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Previous wording

Free cash flow for the six months ended June 30, 2025 was $17,899 as compared to $27,026 for the six months ended June 30, 2024, a decrease of $9,127 or 33.8%. The decrease in free cash flow was due to a decrease in cash provided by operating activities, offset by lower capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.

Current wording

Free cash flow for the nine months ended September 30, 2025 was $16,751 as compared to $42,094 for the nine months ended September 30, 2024, a decrease of $25,343 or 60.2%. The decrease in free cash flow was due to a decrease in cash provided by operating activities, offset by lower capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.

Previous wording

Manufacturing margin percentages were 10.3% for the three months ended June 30, 2025, as compared to 13.6% for the three months ended June 30, 2024, a decrease of 330 basis points. The decrease was attributable to reduced absorption of fixed costs as a result of lower sales and the items discussed in the preceding paragraph.

Current wording

Manufacturing margin percentages were 11.0% for the three months ended September 30, 2025, as compared to 12.6% for the three months ended September 30, 2024, a decrease of 160 basis points. The decrease was attributable to the items discussed in the preceding paragraph.

Previous wording

Amortization of Intangibles Assets. Amortization of intangible assets were $1,733 for the three months ended June 30, 2025 and 2024.

Current wording

Amortization of Intangibles Assets. Amortization of intangible assets were $3,125 for the three months ended September 30, 2025, as compared to $1,733 for the three months ended September 30, 2024, an increase of $1,392 or 80.3%. The increase was due to amortization expense associated with identifiable intangible assets from the Accu-Fab acquisition. Refer to Note 2 – Acquisition for additional information related to these identifiable intangible assets.

Previous wording

Interest Expense. Interest expense was $1,398 for the three months ended June 30, 2025 as compared to $2,969 for the three months ended June 30, 2024, a decrease of $1,571, or 52.9%. The decrease is due to a decrease in borrowings and lower interest rates relative to the prior year period.

Current wording

Interest Expense. Interest expense was $3,430 for the three months ended September 30, 2025 as compared to $2,653 for the three months ended September 30, 2024, an increase of $777, or 29.3%. The increase was due to an increase in borrowings associated with the Accu-Fab acquisition, partially offset by lower interest rates relative to the prior year period.

Previous wording

Provision (Benefit) for Income Taxes. Income tax benefit was $234 for the six months ended June 30, 2025 as compared to income tax expense of $2,433 for the six months ended June 30, 2024. The decrease of $2,667 is primarily due to a pre-tax loss in the current year period compared to pre-tax income in the prior year period. Refer to Note 7 – Income Taxes of the Condensed

Current wording

Provision (Benefit) for Income Taxes. Income tax benefit was $707 for the three months ended September 30, 2025 as compared to income tax expense of $100 for the three months ended September 30, 2024. The decrease of $807 is primarily due to a

Previous wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Current wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Previous wording

Net Sales. Net sales were $267,907 for the six months ended June 30, 2025 as compared to $324,905 for the six months ended June 30, 2024, a decrease of $56,998 or 17.5%. This decrease was driven by reduced customer demand across nearly all end markets and customer de-stocking channel inventory. This decline was partially offset by increased volume from new initiatives in our Other end market and increased after-market demand in our Military end market.

Current wording

Net Sales. Net sales were $412,217 for the nine months ended September 30, 2025 as compared to $460,298 for the nine months ended September 30, 2024, a decrease of $48,081 or 10.4%. This decrease was driven by reduced customer demand across nearly all end markets and customer de-stocking channel inventory. This decline was partially offset by increased after-market demand in our Military end market and the acquisition of Accu-Fab.

Previous wording

Manufacturing Margins. Manufacturing margins were $29,152 for the six months ended June 30, 2025 as compared to $43,209 for the six months ended June 30, 2024, a decrease of $14,057, or 32.5%. The decrease was primarily driven by the softening customer demand, partially offset by cost reduction actions.

Current wording

Manufacturing Margins. Manufacturing margins were $45,091 for the nine months ended September 30, 2025 as compared to $60,305 for the nine months ended September 30, 2024, a decrease of $15,214, or 25.2%. The decrease was primarily driven by the softening customer demand, non-recurring restructuring costs and inventory step-up expense associated with the Accu-Fab acquisition, partially offset by cost reduction actions and higher-margin net sales contribution from the Accu-Fab acquisition.

Previous wording

Manufacturing margin percentages were 10.9% for the six months ended June 30, 2025, as compared to 13.3% for the six months ended June 30, 2024, a decrease of 240 basis points. The decrease was attributable to reduced absorption of fixed costs as a result of lower sales and the items discussed in the preceding paragraph.

Current wording

Manufacturing margin percentages were 10.9% for the nine months ended September 30, 2025, as compared to 13.1% for the nine months ended September 30, 2024, a decrease of 220 basis points. The decrease was attributable to reduced absorption of fixed costs as a result of lower legacy MEC sales and the items discussed in the preceding paragraph.

Previous wording

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $1,525 for the three months ended June 30, 2025, as compared to $4,133 for the three months ended June 30, 2024, a decrease of $2,608, or 63.1%. The decrease was primarily driven by lower bonus accruals aligning with the Company financial performance.

Current wording

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $7,071 for the nine months ended September 30, 2025 as compared to $10,010 for the nine months ended September 30, 2024, a decrease of $2,939, or 29.4%. The decrease was primarily driven by lower bonus accruals and stock-based compensation expense aligning with the Company financial performance.

Previous wording

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $19,182 for the six months ended June 30, 2025 as compared to $16,030 for the six months ended June 30, 2024, an increase of $3,152, or 19.7%. The increase was attributable to non-recurring costs related to the Accu-Fab acquisition and CFO transition, and higher costs related to compliance requirements.

Current wording

or 26.0%. The increase was attributable to non-recurring costs related to the Accu-Fab acquisition and CFO transition, incremental SG&A expenses associated with Accu-Fab and higher costs related to compliance requirements.

Previous wording

Interest Expense. Interest expense was $2,965 for the six months ended June 30, 2025 as compared to $6,324 for the six months ended June 30, 2024, a decrease of $3,359, or 53.1%. The decrease is due to lower borrowings and reduced interest rates relative to the prior year period.

Current wording

Interest Expense. Interest expense was $6,395 for the nine months ended September 30, 2025 as compared to $8,977 for the nine months ended September 30, 2024, a decrease of $2,582, or 28.8%. The decrease was due to reduced interest rates relative to the prior year period, partially offset by an increase in borrowings associated with the recent Accu-Fab acquisition.

Previous wording

Provision (Benefit) for Income Taxes. Income tax benefit was $225 for the three months ended June 30, 2025 as compared to income tax expense of $1,399 for the three months ended June 30, 2024. The decrease of $1,624 is primarily due to a pre-tax loss in the current year period compared to pre-tax income in the prior year period. Refer to Note 7 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Current wording

Provision (Benefit) for Income Taxes. Income tax benefit was $941 for the nine months ended September 30, 2025 as compared to income tax expense of $2,532 for the nine months ended September 30, 2024. The decrease of $3,473 is primarily due to a pre-tax loss in the current year period compared to pre-tax income in the prior year period. The effective tax rate for the current period also reflects discrete tax benefits recognized during the nine months ended September 30, 2025. Refer to Note 8 – Income Taxes of the Condensed Consolidated Financial Statements for further details.

Previous wording

EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Current wording

Due to the factors described in the preceding paragraphs, net income (loss) and comprehensive income (loss), EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin decreased during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous wording

Operating Activities. Cash provided by operating activities was $23,307 for the six months ended June 30, 2025, as compared to $33,900 for the six months ended June 30, 2024. The decrease of $10,593 in cash provided by operating activities was due to lower net income (loss) adjusted for reconciling items and a higher use of cash driven by a decrease in accrued liabilities and a less of a decline in inventory as a result of continued lean inventory initiatives. This was partially offset by a decrease in cash used for accounts receivable as a result of higher sales in the prior year period.

Current wording

Operating Activities. Cash provided by operating activities was $25,181 for the nine months ended September 30, 2025, as compared to $51,847 for the nine months ended September 30, 2024. The decrease of $26,666 in cash provided by operating activities was primarily due to lower net income (loss) adjusted for reconciling items and a higher use of cash driven by an increase in accounts receivable due to timing of collections and stabilized inventory levels in the current year as compared to inventory reductions in the prior-year period. This was partially offset by an increase in accounts payable due to the timing of supplier payments.

Previous wording

Investing Activities. Cash used in investing activities was $5,402 for the six months ended June 30, 2025, as compared to $6,767 for the six months ended June 30, 2024. The $1,365 decrease in cash used in investing activities was driven by a decrease in capital expenditures as the Company focuses on leveraging recent investments and controlling spend in 2025 while continuing to prioritize investments in high-return, capital-light growth and automation.

Current wording

Investing Activities. Cash used in investing activities was $148,470 for the nine months ended September 30, 2025, as compared to $9,645 for the nine months ended September 30, 2024. The $138,825 increase in cash used in investing activities was driven by the acquisition of Accu-Fab, which was completed on July 1, 2025, slightly offset by lower capital investments in the current year period as the Company focuses on leveraging recent investments and controlling spend in 2025 while continuing to prioritize investments in high-return, capital-light growth and automation.

Previous wording

Financing Activities. Cash used in financing activities was $17,905 for the six months ended June 30, 2025, as compared to $27,491 for the six months ended June 30, 2024. The $9,586 decrease in cash used in financing activities was mainly due to lower debt repayments in excess of borrowings during the current year period in relation to the Company’s revolving credit facility and financing costs associated with executing the First Amendment to the Credit Agreement. Additionally, under the share repurchase plan, the Company purchased $4,607 of common stock in the first six months of 2025 as compared to $998 in the prior year period. The Company’s decision to repurchase additional shares in 2025 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.

Current wording

Financing Activities. Cash provided by financing activities was $124,300 for the nine months ended September 30, 2025, as compared to cash used of $42,696 for the nine months ended September 30, 2024. The $166,996 increase in cash provided by financing activities was mainly due to borrowings in excess of debt repayments during the current year period on the Company’s revolving credit facility. Additionally, under the share repurchase plan, the Company purchased $4,607 of common stock in the first nine months of 2025 as compared to $1,996 in the prior year period. The Company’s decision to repurchase additional shares in 2025 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.

Previous wording

At June 30, 2025, the interest rate on outstanding borrowings under the Revolving Loan was 5.66%. We had availability of $280,720 under the revolving credit facility at June 30, 2025. Based on the covenants of the Credit Agreement, this amount is reduced to $115,923 as of June 30, 2025, prior to the acquisition of Accu-Fab.

Current wording

At September 30, 2025, the interest rate on outstanding borrowings under the Revolving Loan was 5.39%. We had availability of $35,658 under the revolving credit facility at September 30, 2025.

Previous wording

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.

Current wording

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. At September 30, 2025, this fee was 0.30%. 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.

Previous wording

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 June 30, 2025, our interest coverage ratio was 5.59 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 June 30, 2025, our consolidated total leverage ratio was 1.36 to 1.00.

Current wording

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, 2025, our interest coverage ratio was 6.23 to 1.00. The Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 4.00 to 1.00. As of September 30, 2025, our consolidated total leverage ratio was 3.47 to 1.00 (which was modified as of July 1, 2025, from 3.50 to 1.00 in connection with the acquisition of Accu-Fab).

Previous wording

During the six months ended June 30, 2025 and 2024, our capital expenditures were $5,408 and $6,874 respectively. The decrease of $1,466 was driven by the Company’s focus on leveraging recent investments and controlling spend during 2025. Capital expenditures for the full year 2025 are expected to be between $13,000 and $17,000.

Current wording

During the nine months ended September 30, 2025 and 2024, our capital expenditures were $8,430 and $9,753 respectively. The decrease of $1,323 was driven by the Company’s focus on leveraging recent investments and controlling spend during 2025. Capital expenditures for the full year 2025 are expected to be between $13,000 and $17,000.

Previous wording

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 2025 and the foreseeable future.

Current wording

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, 2025, we had availability of $35,658 through our revolving credit facility. 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 2025 and the foreseeable future.

Previous wording

We believe that our operating cash flow and available borrowings under the Credit Agreement are sufficient to fund our operations for 2025 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.

Current wording

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.