# Mayville Engineering Company, Inc. (MEC)

Informational only - not investment advice.

CIK: 0001766368
SIC: 3460 Metal Forgings & Stampings
SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 34](/major-group/34/) > [SIC 3460 Metal Forgings & Stampings](/industry/3460/)
Latest 10-K filed: 2026-03-04
SEC page: https://www.sec.gov/edgar/browse/?CIK=1766368
Filing source: https://www.sec.gov/Archives/edgar/data/1766368/000110465926023496/tmb-20251231x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 546487000 | USD | 2025 | 2026-03-04 |
| Net income | -8110000 | USD | 2025 | 2026-03-04 |
| Assets | 563640000 | USD | 2025 | 2026-03-04 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001766368.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 313,331,000 | 354,526,000 | 519,704,000 | 357,606,000 | 454,826,000 | 539,392,000 | 588,425,000 | 581,604,000 | 546,487,000 |
| Net income | 5,246,000 | 17,935,000 | -4,753,000 | -7,092,000 | -7,451,000 | 18,727,000 | 7,844,000 | 25,968,000 | -8,110,000 |
| Operating income | 9,426,000 | 22,169,000 | -1,958,000 | -6,498,000 | -7,391,000 | 25,774,000 | 20,191,000 | 44,553,000 | -3,844,000 |
| Diluted EPS |  |  | -0.27 | -0.36 | -0.36 | 0.91 | 0.38 | 1.24 | -0.40 |
| Operating cash flow | 30,801,000 | 36,715,000 | 33,402,000 | 36,523,000 | 14,457,000 | 52,426,000 | 40,363,000 | 89,807,000 | 38,562,000 |
| Capital expenditures | 11,259,000 | 17,879,000 | 25,797,000 | 7,794,000 | 39,309,000 | 58,610,000 | 16,598,000 | 12,098,000 | 11,648,000 |
| Share buybacks | 8,713,000 | 7,833,000 | 2,591,000 | 2,509,000 | 2,153,000 | 4,947,000 | 2,661,000 | 5,896,000 | 4,607,000 |
| Assets |  | 391,725,000 | 363,582,000 | 338,533,000 | 379,473,000 | 440,581,000 | 496,661,000 | 445,570,000 | 563,640,000 |
| Liabilities |  | 288,736,000 | 162,687,000 | 137,676,000 | 181,202,000 | 222,714,000 | 266,683,000 | 193,817,000 | 322,903,000 |
| Stockholders' equity |  |  | 200,895,000 | 200,857,000 | 198,271,000 | 217,867,000 | 229,978,000 | 251,753,000 | 240,737,000 |
| Cash and cash equivalents |  | 3,089,000 | 1,000 | 121,000 | 118,000 | 127,000 | 672,000 | 206,000 | 1,502,000 |
| Free cash flow | 19,542,000 | 18,836,000 | 7,605,000 | 28,729,000 | -24,852,000 | -6,184,000 | 23,765,000 | 77,709,000 | 26,914,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin | 1.67% | 5.06% | -0.91% | -1.98% | -1.64% | 3.47% | 1.33% | 4.46% | -1.48% |
| Operating margin | 3.01% | 6.25% | -0.38% | -1.82% | -1.63% | 4.78% | 3.43% | 7.66% | -0.70% |
| Return on equity |  |  | -2.37% | -3.53% | -3.76% | 8.60% | 3.41% | 10.31% | -3.37% |
| Return on assets |  | 4.58% | -1.31% | -2.09% | -1.96% | 4.25% | 1.58% | 5.83% | -1.44% |
| Liabilities / equity |  |  | 0.81 | 0.69 | 0.91 | 1.02 | 1.16 | 0.77 | 1.34 |
| Current ratio |  | 1.36 | 1.88 | 1.69 | 1.71 | 1.38 | 1.88 | 1.75 | 1.72 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001766368.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.29 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.32 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.12 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | 2,571,000 |  | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 138,980,000 |  | 0.08 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | 1,614,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 158,217,000 |  | 0.07 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 148,582,000 | 2,227,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 161,269,000 | 3,241,000 | 0.16 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 |  | 3,241,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 163,636,000 |  | 0.18 | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | 3,782,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 135,392,000 |  | 0.14 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 121,306,000 | 15,971,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 135,579,000 | 20,000 | 0.00 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | 20,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 132,328,000 |  | -0.05 | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | -1,097,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 144,310,000 |  | -0.13 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 134,270,000 | -4,358,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 144,780,000 | -8,175,000 | -0.40 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1766368/000110465926056257/tmb-20260331x10q.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

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, 2025 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, 2025 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, datacenter & 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”.

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, datacenter & critical power, agricultural, military and other products.

Macroeconomic Conditions

The broader market dynamics over the past few years have resulted in impacts to the Company including: inflation, elevated interest rates, labor availability, material cost pressures, trade policy uncertainty and inconsistent customer demand. The Company expects some of these dynamics to continue in 2026 and could continue to have an impact on demand, material costs and labor.

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.

25

Table of Contents

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.

Other Key Performance Indicators

EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow

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

Adjusted EBITDA represents EBITDA before stock-based compensation expense, loss on extinguishment of debt and restructuring and impairment. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Free cash flow represents net cash provided by operating activities less cash flow used in the purchase of property, plant and equipment.

These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. We present EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow as management uses these measures as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These 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, Adjusted EBITDA Margin and Free Cash Flow 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.

​

26

Table of Contents

The following table presents a reconciliation of net income (loss) and comprehensive income (loss), 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

​

​

​

March 31, 

​

​

  ​ ​ ​

2026

  ​ ​ ​

​

2025

  ​ ​ ​

Net income (loss) and comprehensive income (loss)

​

$

(8,175)

​

​

$

20

​

Interest expense

​

3,661

​

​

1,567

Provision (benefit) for income taxes

​

(3,308)

​

​

(10)

Depreciation and amortization

​

10,950

​

​

9,483

EBITDA

​

3,128

​

​

11,060

Stock-based compensation expense (1)

​

795

​

​

1,101

Loss on extinguishment of debt (2)

​

​

134

​

​

​

—

​

Restructuring and impairment (3)

​

​

2,416

​

​

​

—

​

Adjusted EBITDA

​

$

6,473

​

​

$

12,161

​

Net sales

​

$

144,780

​

​

$

135,579

​

EBITDA Margin

​

2.2

%  

​

8.2

%  

Adjusted EBITDA Margin

​

4.5

%  

​

9.0

%  

(1)

Non-cash employee compensation based on the value of common stock issued pursuant to the 2019 Omnibus Incentive Plan.

(2)

Unamortized debt issuance costs written off as part of the execution of the Third Amendment, attributable to lenders that decreased their capacity in the Credit Agreement.

(3)

Restructuring and impairment costs related to the consolidation of four warehouses and one manufacturing facility into the Company’s existing facilities.

27

Table of Contents

The following table presents a reconciliation of net cash provided by (used in) operating activities, the most directly comparable measure calculated in accordance with GAAP, to free cash flow for each of the periods presented.

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Net cash provided by (used in) operating activities

​

$

(2,756)

​

$

8,333

Less: Capital expenditures

​

​

4,184

​

​

2,962

Free cash flow

​

$

(6,940)

​

$

5,371

Free Cash Flow Analysis Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

​

Free cash flow for the three months ended March 31, 2026 was ($6,940) as compared to $5,371 for the three months ended March 31, 2025, a decrease of $12,311 or 229.2%. The decrease in free cash flow was due to a decrease in cash provided by operating activities and higher capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.

28

Table of Contents

Consolidated Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 

​

​

​

​

​

​

​

​

2026

​

​

2025

​

​

Increase (Decrease)

​

​

​

​

% of Net 

​

​

​

​

% of Net 

​

​

Amount

​

​

​

  ​ ​ ​

Amount

  ​ ​ ​

Sales

  ​ ​ ​

​

Amount

  ​ ​ ​

Sales

  ​ ​ ​

​

Change

  ​ ​ ​

% Change

​

Net sales

​

$

144,780

​

100.0

%  

​

$

135,579

​

100.0

%  

​

$

9,201

​

6.8

%

Cost of sales

​

​

133,819

​

92.4

%  

​

​

120,255

​

88.7

%  

​

​

13,564

​

11.3

%

Manufacturing margin

​

​

10,961

​

7.6

%  

​

​

15,324

​

11.3

%  

​

​

(4,363)

​

(28.5)

%

Amortization of intangible assets

​

3,130

2.2

%  

​

​

1,733

1.3

%  

​

​

1,397

80.6

%

Bonuses and deferred compensation

​

​

4,804

3.6

%  

​

​

3,325

2.8

%  

​

​

1,479

44.5

%

Other selling, general and administrative expenses

​

9,171

6.3

%  

​

​

8,689

6.4

%  

​

​

482

5.5

%

Impairment of long-lived assets

​

​

1,544

​

1.2

%  

​

​

—

​

—

%  

​

​

1,544

NM

​

Income from operations

​

(7,688)

(5.3)

%  

​

​

1,577

1.2

%  

​

​

(9,265)

(587.5)

%

Interest expense

​

(3,661)

2.5

%  

​

​

(1,567)

1.2

%  

​

​

2,094

133.6

%

Loss on extinguishment of debt

​

(134)

0.1

%  

​

​

—

—

%  

​

​

134

NM

​

Provision (benefit) for income taxes

​

(3,308)

(2.3)

%  

​

​

(10)

(0.0)

%  

​

​

(3,298)

32,980.0

%

Net income (loss) and comprehensive income (loss)

​

$

(8,175)

(5.6)

%  

​

$

20

0.0

%  

​

$

(8,195)

(40,975.0)

%

EBITDA

​

$

3,129

2.2

%  

​

$

11,060

8.2

%  

​

$

(7,931)

(71.7)

%

Adjusted EBITDA

​

$

6,474

4.5

%  

​

$

12,161

9.0

%  

​

$

(5,687)

(46.8)

%

Net Sales. Net sales were $144,780 for the three months ended March 31, 2026 as compared to $135,579 for the three months ended March 31, 2025, an increase of $9,201, or 6.8%. This increase was driven by the recent acquisition of Accu-Fab and organic growth within the Datacenter & Critical Power, Construction & Access and Powersports end markets. This w

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Item 7. 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 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 and “Cautionary Statement Regarding Forward-Looking Statements” of this Annual Report on Form 10-K. This discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. In this discussion, we use certain financial measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Explanation of these non-GAAP financial measures and reconciliation to the most directly comparable GAAP financial measures are included in this Management’s 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, 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”.

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.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures. Therefore, these estimates and assumptions affect reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent liabilities. Critical accounting estimates are those estimates that, in management’s view, are most important in the portrayal of our financial condition and results of operations. Management evaluates these estimates on an ongoing basis, using historical experience, consultation with third parties, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position, or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known. The methods, estimates, and judgments that we use in applying our accounting estimates have a significant impact on the results that we report in our financial statements. These critical accounting estimates require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Those critical accounting estimates that require the most significant judgment or involve the selection or application of alternative accounting policies and are material to our consolidated financial statements are discussed further below.

Business Combinations

We record assets acquired and liabilities assumed in a business combination under the acquisition method of accounting where consideration is first assigned to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date.

Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies. For our recent acquisition, fair value estimates of acquired property and equipment were based on independent appraisals that gave consideration to the highest and best use of the assets. The land, buildings, and improvements; and

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other property and equipment appraisals used one, or a combination, of the cost, market or sales comparison approaches. Significant estimates and assumptions, including recent sales prices of similar equipment, asset condition, and current and anticipated market trends, were used in determining the fair values of these assets. The assistance of an independent third-party valuation firm was used to determine the fair values and useful lives of the finite-lived intangible assets, including customer relationships and non-compete agreements. Valuation methods used were 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. Assumptions used in the intangible valuations include forecasted revenue growth rates, discounted future cash flows and the weighted average cost of capital of a select peer group.

Goodwill, Intangible Assets and Other Long-Lived Assets

Our long-lived assets consist primarily of property, equipment, purchased intangible assets and goodwill. The valuation and the impairment testing of these long-lived assets involve significant judgments and assumptions, particularly as they relate to the identification of reporting units, asset groups and the determination of fair value.

We test our tangible and intangible long-lived assets subject to amortization for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. We test goodwill and indefinite lived intangible assets for impairment annually, or more frequently if triggering events occur indicating that there may be impairment.

We have recorded goodwill and performed testing for potential goodwill impairment at the reporting unit level. A reporting unit is an operating segment, or a business unit one level below an operating segment for which discrete financial information is available, and for which management regularly reviews the operating results. Additionally, components within an operating segment can be aggregated as a single reporting unit if they have similar economic characteristics. We have concluded we have one reporting unit.

We determine the fair value of our reporting unit using an income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. The income approach is dependent on several key management assumptions, including estimates of future sales, gross margins, operating costs, interest expense, income tax rates, capital expenditures, changes in working capital requirements and the weighted average cost of capital or the discount rate. Discount rate assumptions include an assessment of the risk inherent in the future cash flows of the reporting unit. Expected cash flows used under the income approach are developed in conjunction with our budgeting and forecasting process.

We test our goodwill for impairment on an annual basis, and more frequently if events or changes in circumstances indicate that it might be impaired. For the years ended December 31, 2025 and 2024, there were no events or changes in circumstances that would indicate an impairment of our goodwill.

Changes to management assumptions and estimates utilized in the income approach could negatively impact the fair value conclusions for our reporting unit resulting in goodwill impairment. All key assumptions and valuations are determined by and are the responsibility of management. The factors used in the impairment analysis are inherently subject to uncertainty. We believe that the estimates and assumptions are reasonable to determine the fair value of our reporting unit, however, if actual results are not consistent with these estimates and assumptions, goodwill and other intangible assets may be overstated which could trigger an impairment charge.

For impairment testing of long-lived assets, we identify asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flow expected to be generated by the assets. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset group. For the year ended December 31, 2025 and 2024, there were no events or changes in circumstances that indicated an impairment of our long-lived assets.

Determining the useful life of an intangible asset also requires judgment. Certain intangible assets are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands. Other acquired intangible assets such as customer relationships, trade names, and non-compete agreements are expected to have determinable useful lives. The costs of determinable-lived intangibles are amortized to expense over their estimated lives.

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Macroeconomic Conditions

The broader market dynamics over the past few years have resulted in impacts to the Company, elevated interest rates, inconsistent customer demand, material cost inflation and labor availability. The Company expects some of these dynamics to continue in 2026 and could continue to have an impact on demand, material costs and labor.

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.

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.

​

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Table of Contents

Other Key Performance Indicators

EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow

EBITDA represents net income (loss) before interest expense (benefit), 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, loss on extinguishment of debt, field replacement claim, legal costs due to former fitness customer, CFO transition costs, Chief Operating Officer (COO) restructuring costs, natural disaster costs, acquisition related costs, Wautoma and the restructuring plan (The Plan) restructuring charges, costs recognized on step-up of Mid-States Aluminum (MSA) and Accu-Fab acquired inventory and gain on lawsuit settlement. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period.

Free cash flow represents net cash provided by operating activities less cash flow used in the purchase of property, plant and equipment.

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, Adjusted EBITDA Margin and Free Cash Flow as management uses these measures as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These 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, Adjusted EBITDA Margin and Free Cash Flow 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.

​

33

Table of Contents

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.

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Net income (loss) and comprehensive income (loss)

​

$

(8,110)

​

$

25,968

​

$

7,844

Interest expense

​

10,215

​

​

10,989

​

​

11,092

Provision (benefit) for income taxes

​

(5,949)

​

​

7,596

​

​

1,039

Depreciation and amortization

​

41,287

​

​

37,588

​

​

35,080

EBITDA

​

37,443

​

82,141

​

55,055

Stock-based compensation expense (1)

​

3,278

​

​

5,186

​

​

4,485

Loss on extinguishment of debt (2)

​

​

—

​

​

—

​

​

216

Field replacement claim (3)

​

​

—

​

​

—

​

​

490

Legal costs due to former fitness customer (4)

​

​

—

​

​

2,088

​

​

2,650

CFO transition costs (5)

​

​

1,148

​

​

—

​

​

—

COO restructuring costs (6)

​

​

—

​

​

—

​

​

855

Natural disaster costs (7)

​

310

​

​

—

​

​

—

Acquisition related costs (8)

​

​

3,423

​

​

—

​

​

1,411

Restructuring (9)

​

​

864

​

​

492

​

​

—

Costs recognized on step-up of Accu-Fab & MSA acquired inventory (10)

​

​

591

​

​

—

​

​

891

Gain on lawsuit settlement (11)

​

​

—

​

​

(25,500)

​

​

—

Adjusted EBITDA

​

$

47,057

​

$

64,407

​

$

66,053

Net sales

​

$

546,487

​

$

581,604

​

$

588,425

EBITDA Margin

​

6.9

%  

14.1

%  

9.4

Adjusted EBITDA Margin

​

8.6

%  

11.1

%  

11.2

(1)

Non-cash employee compensation based on the value of common stock issued pursuant to the 2019 Omnibus Incentive Plan.

(2)

Unamortized debt issuance 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, as amended, or decreased their capacity in the amended and restated credit agreement, as amended.

(3)

Represents a one-time charge due 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.

(4)

Legal costs associated with the enforcement of the Company’s supply contract with the former fitness customer.

(5)

Costs associated with the separation of the former CFO.

(6)

Restructuring costs associated with the separation of the former COO.

(7)

Costs incurred for facility clean-up following tornado damage at one of the Company’s locations.

(8)

Transaction costs, primarily legal and professional services, related to the acquisition of Accu-Fab in 2025 and MSA in 2023.

(9)

Restructuring costs related to the consolidation of three warehouse and one manufacturing facility into the Company’s existing facilities and restructuring charges related to the closure of the Wautoma facility.

(10)

Expense associated with the recognized fair value step-up of inventory in correlation with the Accu-Fab and MSA acquisitions.

(11)

Payment received from the former fitness customer resolving a previously disclosed lawsuit. See Note 9 – Commitments and Contingencies within the Notes to Consolidated Financial Statements for additional detail.

​

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Table of Contents

The following table presents a reconciliation of net cash provided by operating activities, the most directly comparable measure calculated in accordance with GAAP, to free cash flow for each of the periods presented.

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Net cash provided by operating activities

​

$

38,562

​

$

89,807

​

$

40,363

Less: Capital expenditures

​

​

11,648

​

​

12,098

​

​

16,598

Free cash flow

​

$

26,914

​

$

77,709

​

$

23,765

​

Free Cash Flows Analysis Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

​

Free cash flow for the year ended December 31, 2025 was $26,914 as compared to $77,709 for the twelve months ended December 31, 2024, a decrease of $50,795 or 65.4%. The decrease in free cash flow was primarily due to a decrease in cash provided by operating activities, slightly offset by a decrease in capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.

Free Cash Flows Analysis Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023

​

Free cash flow for the year ended December 31, 2024 was $77,709 as compared to $23,765 for the twelve months ended December 31, 2023, an increase of $53,944 or 227.0%. The increase in free cash flow was primarily due to an increase in cash provided by operating activities and a decrease in capital expenditures. Please see the “Liquidity and Capital Resources” section below for further information.

​

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Table of Contents

Consolidated Results of Operations

A discussion regarding our financial condition and results of operations for the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024 is presented below. A discussion regarding our financial condition and results of operations for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 6, 2025 and is available on the SEC’s website at www.sec.gov, as well as our website at www.ir.mecinc.com.

Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended December 31,

​

​

2025

​

​

2024

​

​

Increase (Decrease)

​

​

​

​

% of Net 

​

​

​

​

% of Net 

​

​

Amount

​

​

​

  ​ ​ ​

Amount

  ​ ​ ​

Sales

  ​ ​ ​

​

Amount

  ​ ​ ​

Sales

  ​ ​ ​

​

Change

  ​ ​ ​

% Change

​

Net sales

​

$

546,487

​

100.0

%  

​

$

581,604

​

100.0

%  

​

$

(35,117)

​

(6.0)

%

Cost of sales

​

​

492,478

​

90.1

%  

​

​

510,507

​

87.8

%  

​

​

(18,029)

​

(3.5)

%

Manufacturing margins

​

​

54,009

​

9.9

%  

​

​

71,097

​

12.2

%  

​

​

(17,088)

​

(24.0)

%

Amortization of intangible assets

​

9,716

1.8

%  

​

​

6,933

1.2

%  

​

​

2,783

40.1

%

Bonuses and deferred compensation

​

8,724

1.6

%  

​

​

13,593

2.3

%  

​

​

(4,869)

(35.8)

%

Other selling, general and administrative expenses

​

39,413

7.2

%  

​

​

31,518

5.4

%  

​

​

7,895

25.0

%

Gain on lawsuit settlement

​

​

—

​

—

%  

​

​

(25,500)

​

(5.0)

%  

​

​

25,500

​

NM

​

Income from operations

​

(3,844)

(0.7)

%  

​

​

44,553

7.7

%  

​

​

(48,397)

(108.6)

%

Interest expense

​

(10,215)

1.9

%  

​

​

(10,989)

1.9

%  

​

​

(774)

(7.0)

%

Provision (benefit) for income taxes

​

(5,949)

(1.1)

%  

​

​

7,596

1.3

%  

​

​

(13,545)

(178.3)

%

Net income (loss) and comprehensive income (loss)

​

$

(8,110)

(1.5)

%  

​

$

25,968

4.5

%  

​

$

(34,078)

(131.2)

%

EBITDA

​

$

37,443

6.9

%  

​

$

82,141

14.1

%  

​

$

(44,698)

(54.4)

%

Adjusted EBITDA

​

$

47,057

8.6

%  

​

$

64,407

11.1

%  

​

$

(17,350)

(26.9)

%

Net Sales. Net sales were $546,487 for the twelve months ended December 31, 2025 as compared to $581,604 for the twelve months ended December 31, 2024, a decrease of $35,117, or 6.0%. 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 driving Data Center & Critical Power volumes.

Manufacturing Margins. Manufacturing margins were $54,009 for the twelve months ended December 31, 2025 as compared to $71,097 for the twelve months ended December 31, 2024, a decrease of $17,088, or 24.0%. The decrease was primarily driven by softening customer demand, non-recurring restructuring costs, inventory step-up expense associated with the Accu-Fab acquisition and temporal launch-phase dynamics across projects in our Data Center & Critical Power and Commercial Vehicle markets, partially offset by cost reduction actions and higher-margin net sales contribution from the Accu-Fab acquisition.

Manufacturing margin percentages were 9.9% for the twelve months ended December 31, 2025 as compared to 12.2% for the twelve months ended December 31, 2024, a decrease of 2.3%. The decrease was attributable to the items discussed in the preceding paragraph.

Amortization of Intangible Assets. Amortization of intangible assets were $9,716 for the twelve months ended December 31, 2025 as compared to $6,933 for the twelve months ended December 31, 2024, an increase of $2,783, or 40.1%. 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.

Bonuses and Deferred Compensation Expenses. Bonuses and deferred compensation expenses were $8,724 for the twelve months ended December 31, 2025 as compared to $13,593 for the twelve months ended December 31, 2024, a decrease of $4,869, or 35.8%. The decrease was primarily driven by lower bonus accruals and stock-based compensation expense aligning with the Company financial performance.

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Table of Contents

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $39,413 for the twelve months ended December 31, 2025 as compared to $31,518 for the twelve months ended December 31, 2024, an increase of $7,895, or 25.0%. The increase was attributable to non-recurring costs and incremental SG&A expenses, each associated with Accu-Fab and higher costs related to compliance requirements. This was partially offset by lower legacy MEC wages and benefits.

Gain on Lawsuit Settlement. On October 28, 2024, the Company and a former fitness customer entered into a formal Settlement Agreement (the “Agreement”) resolving a previously disclosed lawsuit. Under the terms of the Agreement, the Company and the former fitness customer agreed to dismiss the lawsuit and exchange mutual releases, and MEC received a gross payment of $25,500 from the former fitness customer in the fourth quarter of 2024.

Interest Expense. Interest expense was $10,215 for the twelve months ended December 31, 2025 as compared to $10,989 for the twelve months ended December 31, 2024, a decrease of $774, or 7.0%. 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.

Provision (benefit) for Income Taxes. Income tax benefit was $5,949 for the twelve months ended December 31, 2025 as compared to an expense of $7,596 for the twelve months ended December 31, 2024, a decrease of $13,545 or 178.3%. The decrease 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 twelve months ended December 31, 2025. Refer to Note 8 – Income Taxes of the Consolidated Financial Statements for further details.

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 2025.

Liquidity and Capital Resources

The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

​

December 31, 

​

  ​ ​ ​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Net cash provided by operating activities

​

​

$

38,562

​

$

89,807

​

$

40,363

Net cash used in investing activities

​

(151,530)

​

(11,712)

​

(104,132)

Net cash provided by (used in) financing activities

​

114,264

​

(78,561)

​

64,314

Net change in cash

​

​

$

1,296

​

$

(466)

​

$

545

​

Cash Flows Analysis Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Operating Activities. Cash provided by operating activities was $38,562 for the twelve months ended December 31, 2025 as compared to $89,807 for the twelve months ended December 31, 2024. The $51,245 decrease was driven in part by the $25,500 lawsuit settlement payment received in the fourth quarter of the prior year. The remaining $25,745 was primarily due to lower net income (loss) adjusted for reconciling items and a higher use of cash associated with stabilized inventory levels in the current year as compared to inventory reductions in the prior-year period. In addition, cash usage increased due to lower accrued liabilities due to reduced bonus accruals aligning with the Company’s financial performance. This was partially offset by an increase in accounts payable due to the timing of supplier payments.

Investing Activities. Cash used in investing activities was $151,530 for the twelve months ended December 31, 2025, as compared to $11,712 for the twelve months ended December 31, 2024. The $139,818 increase in cash used in investing activities was mainly due to the acquisition of Accu-Fab completed on July 1, 2025, partially offset by a decrease in capital expenditures.

Financing Activities. Cash provided by financing activities was $114,264 for the twelve months ended December 31, 2025, as compared to cash used in financing activities of $78,561 for the twelve months ended December 31, 2024. The change was primarily 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 during 2025 as compared to $5,896 in the prior-year period. The Company’s decision to repurchase additional shares in 2026 will depend on business conditions, free

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Table of Contents

cash flow generation, other cash requirements and stock price. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information regarding share repurchases.

Amended and Restated Credit Agreement

On June 28, 2023, and as amended on June 26, 2025, 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 $350,000 revolving credit facility, with a letter of credit sub-facility, and a swingline facility in an aggregate amount of $25,000. 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 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%.

At December 31, 2025, the interest rate on outstanding borrowings under the Revolving Loan was 5.98%. We had availability of $17,730 under the revolving credit facility at December 31, 2025.

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 December 31, 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.

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 December 31, 2025, our interest coverage ratio was 5.47 to 1.00. The Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 3.50 to 1.00. This ratio increases to 4.00 to 1.00 for the four quarters following an acquisition provided the acquisition meets certain agreed upon terms. The Accu-Fab acquisition on July 1, 2025 met these terms. As of December 31, 2025, our consolidated total leverage ratio was 3.68 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.

On February 25, 2026, we entered into an amendment to the Credit Agreement. The February 25, 2026, amendment lowered the amount of total allowable borrowings under the revolving credit facility to $275,000 from $350,000 and reduced our minimum consolidated interest coverage ratio to 2.75 to 1.00, through the fourth quarter of 2026. The February 25, 2026, amendment also increased our maximum consolidated leverage ratio to 5.25 to 1.00 for the first and second quarter of 2026, 5.00 to 1.00 for the third quarter of 2026, 4.00 to 1.00 for the fourth quarter of 2026 and 3.50 to 1.00 for 2027 and thereafter. As a result of these financial covenant changes, the interest pricing grid now includes additional interest rate tiers. All other material terms of the Credit Agreement remained unchanged.

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 December 31, 2025 was $1,375, with the short-

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term and long-term balance of $500 and $875, respectively, recorded in other current liabilities and other long-term liabilities in the Consolidated Balance Sheets.

Capital Requirements and Sources of Liquidity

During the twelve months ended December 31, 2025 and 2024, our capital expenditures were $11,648 and $12,098 respectively. The decrease of $450 was driven by the Company’s focus on leveraging recent investments and controlling spend during 2025. Capital expenditures for the full year 2026 are expected to be between $15,000 and $20,000.

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 December 31, 2025, we had availability of $17,730 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 financials covenants through 2026 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 2026 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 December 31, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Payments Due by Period

​

  ​ ​ ​

Total

  ​ ​ ​

2026

  ​ ​ ​

2027 – 2028

  ​ ​ ​

2029 – 2030

  ​ ​ ​

Thereafter

Long-term debt principal payment obligations (1)

​

$

203,900

​

$

500

​

$

203,400

​

$

—

​

$

—

Forecasted interest on debt payment obligations (2)

​

​

21,298

​

​

10,185

​

​

11,113

​

​

—

​

​

—

Finance lease obligations (3)

​

3,184

​

1,170

​

1,485

​

500

​

29

Operating lease obligations (3)

​

35,455

​

7,770

​

14,235

​

9,060

​

4,390

Total

​

$

264,143

​

$

19,931

​

$

230,233

​

$

9,560

​

$

4,419

(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 du Lac Term Note.

(3)

See Note 5 – Leases in the Notes to Consolidated Financial Statements for additional information.

Capital expenditures for the full year 2026 are expected to be between $15,000 and $20,000.