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| PART I. | FINANCIAL INFORMATION | 5 |
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| Item 1. | Financial Statements (Unaudited) | 5 |
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| | Condensed Consolidated Balance Sheets | 5 |
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| | Condensed Consolidated Statements of Comprehensive Income (Loss) | 6 |
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| | Condensed Consolidated Statements of Cash Flows | 7 |
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| | Condensed Consolidated Statements of Shareholders’ Equity | 9 |
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| | Notes to Condensed Consolidated Financial Statements | 10 |
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
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| Item 4. | Controls and Procedures | 34 |
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| PART II. | OTHER INFORMATION | 36 |
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| Item 1. | Legal Proceedings | 36 |
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| Item 1A. | Risk Factors | 36 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
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| Item 5. | Other Information | 36 |
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| Item 6. | Exhibits | 37 |
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| Signatures | | 38 |
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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, 2024, filed with the Securities and Exchange Commission (the SEC) on March 6, 2025, 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, labor availability, material cost pressures and inconsistent customer demand, have had, and may continue to have, a negative impact on our business, financial condition, cash flows and results of operations (including future uncertain impacts); |
| ● | risks relating to developments in the industries in which our customers operate; |
| ● | risks related to scheduling production accurately and maximizing efficiency; |
| ● | our ability to realize net sales represented by our awarded business; |
| ● | failure to compete successfully in our markets; |
| ● | our ability to maintain our manufacturing, engineering and technological expertise; |
| ● | the loss of any of our large customers or the loss of their respective market shares; |
| ● | volatility in the prices or availability of raw materials critical to our business; |
| ● | geopolitical and economic developments, including foreign trade relations and associated tariffs; |
| ● | risks related to entering new markets; |
| ● | our ability to recruit and retain our key executive officers, managers and trade-skilled personnel; |
| ● | manufacturing risks, including delays and technical problems, issues with third-party suppliers, environmental risks and applicable statutory and regulatory requirements; |
| ● | our ability to successfully identify or integrate acquisitions; |
| ● | our ability to develop new and innovative processes and gain customer acceptance of such processes; |
| ● | risks related to our information technology systems and infrastructure; |
| ● | results of legal disputes, including product liability, intellectual property infringement and other claims; |
| ● | risks associated with our capital-intensive industry; |
| ● | risks related to our treatment as an S Corporation prior to the consummation of our initial public offering of common stock (IPO); |
| ● | risks related to our employee stock ownership plan’s treatment as a tax-qualified retirement plan; and |
| ● | our ability to remediate the material weakness in internal control over financial reporting identified in preparing our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, and to subsequently maintain effective internal control over financial reporting. |
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.
