Mayville Engineering Company, Inc. (Form: 10-Q, Received: 06/18/2019 06:04:00)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2019

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

For the transition period from ___________ to ___________

Commission File Number: 001-38894

Mayville Engineering Company, Inc.

(Exact Name of Registrant as Specified in its Charter)


Wisconsin		39-0944729
( State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

715 South Street Mayville, Wisconsin		53050
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (920) 387-4500

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MEC	New York Stock Exchange

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

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

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

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

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

As of June 17, 2019, the registrant had 19,845,693 shares of common stock, no par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		1

	Condensed Consolidated Balance Sheets		1

	Condensed Consolidated Statements of Comprehensive Income (Loss)		2

	Condensed Consolidated Statements of Cash Flows		3

	Notes to Unaudited Condensed Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21

Item 4.	Controls and Procedures		21

PART II.	OTHER INFORMATION		22

Item 1.	Legal Proceedings		22

Item 1A.	Risk Factors		22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 6.	Exhibits		22

Signatures			23

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains 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. When evaluating forward-looking statements, you should consider the risk factors and other cautionary statements described in “Risk Factors” in our final prospectus, dated May 8, 2019 (the Prospectus), filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on May 10, 2019 (included as part of the Company’s Registration Statement on Form S-1, Registration No. 333-230840). We believe 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 our Prospectus and the following:

•

failure to compete successfully in our markets;

•

risks relating to developments in the industries in which our customers operate;

•

our ability to maintain our manufacturing, engineering and technological expertise;

•

the loss of any of our large customers or the loss of their respective market shares;

•

risks related to scheduling production accurately and maximizing efficiency;

•

our ability to realize net sales represented by our awarded business;

•

our ability to successfully identify or integrate acquisitions;

•

risks related to entering new markets;

•

our ability to develop new and innovative processes and gain customer acceptance of such processes;

•

our ability to recruit and retain our key executive officers, managers and trade-skilled personnel;

•

risks related to our information technology systems and infrastructure;

•

manufacturing risks, including delays and technical problems, issues with third-party suppliers, environmental risks and applicable statutory and regulatory requirements;

•

political and economic developments, including foreign trade relations and associated tariffs;

•

volatility in the prices or availability of raw materials critical to our business;

•

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;

•

our ability to remediate the material weaknesses in internal control over financial reporting identified in preparing our financial statements included in the Prospectus and to subsequently maintain effective internal control over financial reporting; and

•

other risks and factors listed under “Risk Factors” in our Prospectus.

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. Our future results will depend upon various other risks and uncertainties, including those described in “Risk Factors” in our Prospectus. 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.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands except shares)

(unaudited)


	March 31, 2019			December 31, 2018
ASSETS
Cash and cash equivalents	$	28		$	3,089
Receivables, net of allowances for doubtful accounts of $759 as of March 31, 2019 and $801 as of December 31, 2018		67,759			52,298
Inventories, net		53,480			53,405
Tooling in progress		2,672			2,318
Prepaid expenses and other current assets		2,563			1,649

Total current assets		126,502			112,759

Property, plant and equipment, net		125,577			123,883
Goodwill		70,534			69,437
Intangible assets-net		80,203			82,879
Capital lease, net		1,880			1,953
Other long-term assets		762			814

Total assets	$	405,459		$	391,725

LIABILITIES AND TEMPORARY EQUITY
Accounts payable	$	50,327		$	45,992
Current portion of capital lease obligation		275			281
Current portion of long-term debt		10,549			8,606
Accrued liabilities:
Salaries, wages, and payroll taxes		7,894			7,548
Profit sharing and bonus		3,563			6,124
Other current liabilities		14,840			14,610

Total current liabilities		87,449			83,161

Bank revolving credit notes		66,389			59,629
Capital lease obligation, less current maturities		1,630			1,697
Other long-term debt, less current maturities		109,669			111,675
Deferred compensation and long-term incentive, less current portion		14,498			13,351
Deferred income taxes		20,275			19,123
Other long-term liabilities		100			100

Total liabilities		300,010			288,736

Commitments and contingencies (see Note 9)
Redeemable common shares, no par value, stated at redemption value of outstanding shares, 60,045,300 authorized, 38,623,806 shares issued at March 31, 2019 and December 31, 2018		133,806			133,806
Retained earnings		29,301			26,842
Treasury stock at cost, 25,180,330 shares at March 31, 2019 and December 31, 2018		(57,659	)		(57,659	)

Total temporary equity		105,449			102,989

Total liabilities and temporary equity	$	405,459		$	391,725

Share counts give effect to the issuance of a stock dividend of approximately 1,334.34-for-1 related to the Company’s May 2019 IPO, as if the IPO occurred at the beginning of 2018. There were 45,000 shares authorized, 28,946 shares issued and 18,871 treasury shares at March 31, 2019 and December 31, 2018.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in thousands except shares and per share data)

(unaudited)


	Three Months Ended
	March 31,
	2019			2018
Net sales	$	143,732		$	87,221
Cost of sales		124,153			75,411
Amortization of intangibles		2,677			939
Profit sharing, bonuses, and deferred compensation		1,750			1,640
Employee Stock Ownership Plan expense		1,500			1,000
Other selling, general and administrative expenses		7,599			2,875

Income from operations		6,054			5,356

Interest expense		(2,832	)		(906	)
Other income		7			8
Income before taxes		3,229			4,458
Income tax expense		769			29

Net income and comprehensive income	$	2,459		$	4,430

Earnings per share – basic and diluted
Net income available to shareholders	$	2,459		$	4,430
Earnings per share	$	0.18		$	0.31
Weighted average shares outstanding		13,443,484			14,177,317
Tax-adjusted pro forma information
Net income available to shareholders	$	2,459		$	4,430
Pro forma provision for income taxes		70			1,130

Pro forma net income	$	2,389		$	3,300

Pro forma earnings per share	$	0.18		$	0.23
Weighted average shares outstanding		13,443,484			14,117,317

In accordance with Article 11 of Regulation S-X, weighted average shares give effect to the issuance of a stock dividend of approximately 1,334.34-for-1 related to the IPO, as if the IPO occurred at the beginning of 2018.

Tax adjusted pro forma amounts reflect income tax adjustments as if the Company was a taxable entity as of the beginning of 2018 using a 26% effective tax rate.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,459		$	4,430
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		7,650			4,992
Costs recognized on step-up of acquired inventory		395			—
Expense recognized on contingent consideration fair value adjustment		869			—
Gain on sale of property, plant and equipment		(10	)		—
Deferred compensation and long-term incentive		1,147			666
Non-cash adjustments		54			63
Changes in operating assets and liabilities – net of effects of acquisition:
Accounts receivable		(15,419	)		(7,552	)
Inventories		(470	)		(2,837	)
Tooling in progress		(354	)		129
Prepaids and other current assets		(914	)		(608	)
Accounts payable		5,892			3,795
Accrued liabilities, excluding long-term incentive		(2,799	)		(1,405	)

Net cash (used in) provided by operating activities		(1,500	)		1,673

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(8,151	)		(2,488	)
Proceeds from sale of property, plant and equipment		9			—

Net cash used in investing activities		(8,142	)		(2,488	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank revolving credit notes		117,666			38,951
Payments on bank revolving credit notes		(110,906	)		(36,195	)
Proceeds from issuance of other long-term debt		—			—
Repayments of other long-term debt		(107	)		(1,983	)
Payments on capital leases		(73	)		—

Net cash provided by financing activities		6,580			773

Net (decrease) in cash and cash equivalents		(3,061	)		(42	)
Cash and cash equivalents at beginning of period		3,089			76

Cash and cash equivalents at end of period	$	28		$	34


Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,966		$	992

The accompanying notes are an integral part of these condensed consolidated financial statements.

Mayville Engineering Company, Inc. and Subsidiaries

Condensed Consolidated Statement of Redeemable Common Shares, Treasury Stock and Retained Earnings

(in thousands)

(unaudited)


	Redeemable Common Shares		Treasury Stock			Retained Earnings
Balance as of January 1, 2018	$	125,042	$	(49,826	)	$	17,671
Net Income		—		—			4,430

Balance as of March 31, 2018	$	125,042	$	(49,826	)	$	22,101


	Redeemable Common Shares		Treasury Stock			Retained Earnings
Balance as of December 31, 2018	$	133,806	$	(57,659	)	$	26,842
Net Income		—		—			2,459

Balance as of March 31, 2019	$	133,806	$	(57,659	)	$	29,301

The accompanying notes are an integral part of these condensed consolidated financial statements.

Mayville Engineering Company, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands except shares and per share amounts)

(unaudited)

Note 1. Basis of presentation

The interim consolidated unaudited financial statements of Mayville Engineering Company, Inc. and subsidiaries (MEC, the Company, we, our, us or similar terms) presented here have been prepared in accordance with the accounting principles generally accepted in the United States of America (GAAP) and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results and position for the interim unaudited periods presented. All intercompany balances and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018, included in the Company’s Prospectus. A summary of the Company’s significant accounting policies is included in the Company’s 2018 financial statements in the Prospectus. The Company followed these policies in preparation of the interim unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) , which clarifies the principles for recognizing revenue. This guidance replaces most existing revenue recognition guidance. It provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. As amended, this new revenue guidance will be effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. For as long as the Company remains an Emerging Growth Company (EGC), the new guidance is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Early adoption is permitted for annual periods beginning after December 15, 2016. The Company has elected to adopt the standard using a modified retrospective approach and has determined that the standard does not have a material impact on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases , creating Topic 842, which requires lessees to record the assets and liabilities arising from all leases in the statement of financial position. Under ASU 2016-02, lessees will recognize a liability for lease payments and a right-of-use asset. When measuring assets and liabilities, a lessee should include amounts related to option terms, such as the option of extending or terminating the lease or purchasing the underlying asset, that are reasonably certain to be exercised. For leases with a term of 12 months or less, lessees are permitted to make an accounting policy election to not recognize lease assets and liabilities. This guidance retains the distinction between finance leases and operating leases and the classification criteria remains similar. For financing leases, a lessee will recognize the interest on a lease liability separate from amortization of the right-of-use asset. In addition, repayments of principal will be presented within financing activities, and interest payments will be presented within operating activities in the statement of cash flows. For operating leases, a lessee will recognize a single lease cost on a straight-line basis and classify all cash payments within operating activities in the statement of cash flows. For public companies, this guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For as long as the Company remains an emerging growth company, the new guidance is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on the consolidated financial statements.

A summary of the Company’s evaluation of other recent accounting pronouncements included in the Company’s 2018 financial statements in the Prospectus.

Note 2. Acquisitions

On December 14, 2018, the Company acquired Defiance Metal Products Co. (DMP), a full-service metal fabricator and contract manufacturer with two facilities in Defiance, OH, one in Heber Springs, AR, and one in Bedford, PA.

The Company acquired DMP for $114,700, net of cash received plus contingent consideration of up to $10,000. The Company will pay DMP’s previous shareholders $7,500 if DMP generates $19,748 of earnings before interest expense, income taxes, depreciation and amortization (EBITDA) over the twelve month period ended September 30, 2019. In addition, the Company will pay one dollar for each additional dollar of EBITDA in excess of $19,748 generated over this period; however, in no event shall the total payment exceed $10,000.

The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The excess purchase price over the estimated fair value of net tangible assets acquired was allocated to identifiable intangible assets and goodwill. The Company engaged a reputable independent third party to assist with the identification and valuation of the intangible assets. Management made significant estimates and assumptions when determining the fair value of assets acquired and liabilities assumed. These estimates include, but are not limited to, discount rates, projected future net sales, projected future expected cash flows, useful lives, attrition rates, royalty rates, and growth rates. These measures are based on significant Level 3 inputs not observable in the market.

The preliminary estimated fair values of assets acquired and liabilities assumed are as follows:


	Preliminary Opening Balance Sheet Allocation
Cash consideration, net of cash received	$	114,700
Contingent consideration		6,075

Total purchase price	$	120,775

Accounts receivable, net	$	26,900
Tooling in progress		1,318
Inventory, net		11,729
Property, plant and equipment, net		30,053
Other assets, net of cash		416
Intangible assets
Trade name		14,780
Customer relationships		44,550
Non-compete		8,800
Goodwill		30,332

Total assets acquired		168 878
Deferred income taxes		20,220
Other liabilities		27,883

Net assets acquired	$	120,775

In connection with the DMP acquisition, inventory was valued at its estimated fair value which is defined as expected sales price less costs to sell. The valuation resulted in an inventory fair value step-up of $978. This amount is amortized based on inventory turns, with the amortization resulting in a reduction of inventory and an expense reflected in cost of sales on the Condensed Consolidated Statement of Comprehensive Income. For the three months ended March 31, 2019 and the year ended December 31, 2018, the Company amortized $395 and $583 of the inventory fair value step-up, respectively. The inventory fair value step-up is fully amortized as of March 31, 2019.

The Company recorded $14,780 of trade name intangible assets with an estimated useful life of 10 years, $44,550 of customer relationship intangible assets with an estimated useful life of 12 years, and $8,800 of non-compete agreements with an estimated useful life of 5 years. These intangibles are amortized on a straight-line basis. The Company believes that the estimated useful lives and the straight-line amortization methodology most appropriately reflect when and how the Company expects to benefit from the identifiable intangible assets. Amortization expense related to these intangible assets is reflected in amortization of intangible expenses on the Condensed Consolidated Statement of Comprehensive Income.

The Company also estimated and recorded the fair value of the contingent consideration payable of $6,075 as of the acquisition date. The Company remeasures this liability utilizing a Monte Carlo valuation model through the conclusion of the earnout period, September 30, 2019, with the change in value resulting in a gain or loss reflected in other selling, general, and administrative expenses on the Condensed Consolidated Statement of Comprehensive Income. The primary inputs utilized in the Monte Carlo valuation model include actual and projected EBITDA along with a discount rate. Contingent consideration payable was revalued to $6,924 and $6,054 as of March 31, 2019 and December 31, 2018, respectively. The change of $869 between the balances for the periods ended March 31, 2019 and December 31, 2018 is recorded within the line item other selling, general, and administrative expenses on the Company’s Condensed Consolidated Statement of Comprehensive Income for the three months ended March 31, 2019.

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

The Company believes that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the purchase price allocations are preliminary. The Company is in the process of finalizing the net working capital true-up in conjunction with the fair value estimates for assets acquired, liabilities assumed, identifiable intangible assets, and the income tax provision. During the three months ended March 31, 2019, the Company adjusted the value of deferred income taxes on the opening balance sheet by $1,097. The offsetting adjustment was to goodwill.

The Company has recorded preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon finalization of the respective valuations. Such changes are not expected to be significant. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the applicable acquisition date.

The DMP acquired entities accounted for $50.2 million and $0.8 million of net sales and net income, respectively, for the three months ended March 31, 2019.

Pro Forma Financial Information (Unaudited): In accordance with Accounting Standard Codification 805, the following unaudited pro forma combined results of operations have been prepared and presented to give effect to the DMP acquisition as if it had occurred on January 1, 2018, the beginning of the comparable period, applying certain assumptions and proforma adjustments. These proforma adjustments primarily relate to the depreciation expense on stepped-up fixed assets, amortization of identifiable intangible assets, costs of goods sold expense on the sale of stepped inventory, interest expense related to additional debt needed to fund the acquisition, and the tax impact of these adjustments. The unaudited pro forma consolidated results are provided for illustrative purposes only and are not indicative of the Company’s actual consolidated results of operations or consolidated financial position.

The unaudited pro forma results of operations do not reflect any operating efficiencies or potential cost savings which may result from the acquisition.


	Three Months Ended March 31, 2018
Net sales	$	128,274
Net income		4,496

Note 3. Select balance sheet data

Inventory

Inventories as of March 31, 2019 and December 31, 2018 consist of :


	March 31,		December 31,
	2019		2018
Finished goods and purchased parts	$	32,040	$	32,589
Raw materials		13,664		12,329
Work-in-process		7,776		8,487

Total	$	53,480	$	53,405

The change in inventory from $53,405 as of December 31, 2018 to $53,480 as of March 31, 2019 includes a $395 reduction related to the amortization of the DMP inventory fair value step-up. The DMP inventory fair value step-up is fully amortized as of March 31, 2019.

Property, plant and equipment

Property, plant and equipment as of March 31, 2019 and December 31, 2018 consist of :


	Useful Lives		March 31,		December 31,
	Years*		2019		2018
Land		Indefinite	$	1,264	$	1,264
Land improvements		15-39		3,169		3,169
Building and building improvements		15-39		56,233		55,269
Machinery, equipment and tooling		3-7		187,220		182,045
Vehicles		5		3,627		3,613
Office furniture and fixtures		3-7		14,379		14,253
Construction in progress		N/A		7,102		6,786

Total property, plant and equipment, gross				272,994		266,399
Less accumulated depreciation				147,417		142,516

Total property, plant and equipment, net			$	125,577	$	123,883

Goodwill

Changes in goodwill between December 31, 2018 and March 31, 2019 consist of :


Balance as of December 31, 2018	$	69,437
Purchase accounting adjustment		1,097
Impairment		—

Balance as of March 31, 2019	$	70 534

Intangible Assets

The following is a listing of intangible assets, the useful lives in years (amortization period) and accumulated amortization as of March 31, 2019 and December 31, 2018:


	Useful Lives		March 31,			December 31,
	Years		2019			2018
Amortizable intangible assets:
Customer relationships and contracts		9-12	$	78,340		$	78,340
Trade name		10		14,780			14,780
Non-compete agreements		5		8,800			8,800
Patents		19		24			24
Accumulated amortization				(25,552	)		(22,876	)

Total amortizable intangible assets, net				76,392			79,068
Non-amortizable brand name				3,811			3,811

Total intangible assets, net			$	80,203		$	82,879

Non-amortizable brand name is tested annually for impairment.

Changes in intangible assets between December 31, 2018 and March 31, 2019 consist of:


Balance as of December 31, 2018	$	82,879
Amortization expense		(2,677	)

Balance as of March 31, 2019	$	80,203

Amortization expense was $2.7 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively.

Note 4. Bank revolving credit notes

The Company maintains a Credit Agreement providing for $90 million borrowing capacity through December 14, 2023. Interest is payable monthly at the adjusted London Interbank Offered Rate (LIBOR) plus an applicable margin based on the current funded indebtedness to adjusted EBITDA ratio. The interest rate was 4.75% and 4.69% as of March 31, 2019 and December 31, 2018, respectively. Additionally, the agreement has a fee on the average daily unused portion of the aggregate unused revolving commitments. This fee was 0.20% as of March 31, 2019 and December 31, 2018.

The Company was in compliance with all financial covenants of the credit agreements as of March 31, 2019 and December 31, 2018. The amount borrowed on the revolving credit notes was $66,389 and $59,629 as of March 31, 2019 and December 31, 2018, respectively.

Note 5. Other long-term debt

The Company maintains a facility financing package with borrowings of $95,000 and a maturity date of December 14, 2023, and a strategic capital loan with borrowings of $25,000 and a maturity date of June 14, 2024. Government loan balances include forgiveness clauses based upon capital spending and headcount increases at the noted manufacturing locations.

Other long-term debt as of March 31, 2019 and December 31, 2018 consisted of the following:


	March 31, 2019						December 31, 2018
	Interest Rate			Balance			Interest Rate			Balance
Term A loans – 2018 financing package		4.75	%	$	69,000			4.69	%	$	69,000
Real estate term loan – 2018 financing package		4.75	%		26,000			4.69	%		26,000
Strategic capital loan		11.59	%		25,000			11.78	%		25,000
Wisconsin Economic Development Corporate (Neillsville)		2.00	%		299			2.00	%		406
Smyth County, Virginia		0.00	%		700			0.00	%		700

Total principal outstanding					120,999						121,106
Less: Unamortized debt issuance costs					(781	)					(825	)
Less: Current maturities					(10,549	)					(8,606	)

Long-term debt, less current maturities, net				$	109,669					$	111,675

Scheduled principal payment of debt subsequent to March 31, 2019 are as follows:


Year ending December 31,
2019 (remainder)	$	8,499
2020		8,200
2021		8,200
2022		8,200
2023		62,900
Thereafter		25,000

Total	$	120,999

The Company was in compliance with all financial covenants of its long term debt agreements as of March 31, 2019.

Note 6. Capital lease obligation

Capital leases consist of equipment with a capitalized cost of $2,051 and accumulated depreciation of $171 at March 31, 2019. Depreciation of $73 was recognized on the capital lease assets during the three months ended March 31, 2019. There were no capital lease obligations during the three month period ended March 31, 2018. Future minimum lease payments required under the lease is as follows:


Year ending December 31,
2019 (remainder)	$	262
2020		335
2021		335
2022		335
2023		335
Thereafter		559

Total		2,161
Less payment amount allocated to interest		256

Present value of capital lease obligation	$	1,905

Current portion of capital lease obligation		275
Long-term portion of capital lease obligation		1,630

Total capital lease obligation	$	1,905

Note 7. Employee stock ownership plan

Under the Mayville Engineering Company, Inc. Employee Stock Ownership Plan (ESOP), the Company makes annual contributions to the trust for the benefit of eligible employees in the form of cash or treasury shares of the Company. The annual contribution is discretionary except that it must be at least 3% of the compensation for all safe harbor participants for the plan year. For each of the three months ended March 31, 2019 and 2018, the Company’s ESOP expense amounted to $1,500 and $1,000, respectively.

At various times following death, disability, retirement or termination of employment, an ESOP participant is entitled to receive their ESOP account balance in accordance with various distribution methods as permitted under the policies adopted by the ESOP. Historically, all distributions have been paid to participants in cash.

During the three months ended March 31, 2019 the ESOP did not acquire any shares from withdrawing participants.

As of March 31, 2019, and December 31, 2018, the ESOP shares consisted of 13,443,484 in allocated shares after giving effect to the issuance of a stock dividend of approximately 1,334.34-for-1 related to the Company’s May 2019 IPO. The Company is obligated to repurchase shares in the trust that are not distributed to ESOP participants as determined by the ESOP trustees, and thus the shares are mandatorily redeemable. Based on the mandatory redemption of these shares, they represent temporary equity on the consolidated balance sheets. The total estimated fair value of all allocated shares subject to this repurchase obligation approximated $133,806 as of March 31, 2019 and December 31, 2018. The estimated fair value as of March 31, 2019 and December 31, 2018 was based on the most recent available appraisals of the common stock which was approximately $9.95 per share after giving effect to the issuance of a stock dividend of approximately 1,334.34-for-1 related to the Company’s May 2019 IPO.

Note 8. Income taxes

On a quarterly basis, the Company estimates its effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate. As the year progresses, the Company will refine its estimate based on facts and circumstances by each tax jurisdiction.

Income tax expense was estimated at $769 and the effective tax rate (ETR) from continuing operations was 30.35% for the three months ended March 31, 2019. The following item caused the quarterly ETR to be significantly different from our expected annual ETR at statutory tax rates:

•

During the three months ended March 31, 2019, we recorded a discrete tax expense of approximately $84 as a result of a greater state tax expense than was originally estimated in our tax provision for our year ended December 31, 2018. This increased the effective tax rate by 3.71% for the quarter ended March 31, 2019.

The acquired DMP entities are subject to taxation in the United States and five state jurisdictions. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in these jurisdictions. ASC Topic 740, Income Taxes , states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements as of March 31, 2019.

Prior to the Company’s IPO, the Company’s legacy business was an S Corporation, where substantially all taxes were passed to the shareholders and the Company did not pay federal or state corporate income taxes on its taxable income. In connection with the IPO, the Company’s legacy business converted to a C Corporation. As a result, the consolidated business will be subject to paying federal and state corporate income taxes on its taxable income from May 12, 2019 forward.

The Company’s policy for recording interest and penalties associated with potential income tax audits is to record such expense as a component of income tax expense. There were no amounts for penalties or interest recorded as of March 31, 2019. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its positions.

Note 9. Contingencies

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

Note 10. Deferred compensation

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

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

All deferrals are deemed to have been invested in the Company stock at a price equal to the share value on the date of deferral and the value of the account will increase or decrease with the change in the value of the stock. Individual accounts are maintained for each participant. Each participant’s account is credited with the participant’s deferred compensation, the Company’s contributions, and investment income or loss, reduced for charges, if any.

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

The deferred compensation plan is non-funded and all future contributions are unsecured in that the employees have the status of a general unsecured creditor of the Company and the agreements constitute a promise by the Company to make benefit payments in the future. During the three months ended March 31, 2019 and 2018, eligible employees elected to defer compensation of $1,147 and $1,485, respectively. As of March 31, 2019, and December 31, 2018, the total amount accrued for all benefit years under this plan was $14,498 and $13,351, respectively, which is included within the deferred compensation and long-term incentive on the consolidated balance sheets. These amounts include the initial deferral of compensation as adjusted for subsequent changes in the share value of the Company stock. Total expense for the deferred compensation plan for the three months ended March 31, 2019 and 2018 amounted to $1,147 and $1,485 and is included in profit sharing, bonuses and deferred compensation on the Condensed Consolidated Statements of Comprehensive Income.

Note 11. Long-Term incentive plan

The Company’s Long-Term Incentive Plan is available for any employee who has been designated to be eligible to participate by the Compensation Committee of the Board of Directors. Annually, the plan provides for long-term cash incentive awards to eligible participants based on the Company’s performance over a three-year performance period.

The long-term incentive plan is non-funded and each participant in the plan is considered a general unsecured creditor of the Company and each agreement constitutes a promise by the Company to make benefit payments if the future conditions are met, or if the discretion is exercised in favor of a benefit payment.

The qualifying conditions for each award granted prior to December 31, 2015 under the plan include a minimum increase in the aggregate fair value of the Company of 24% during the three-year performance period and the eligible participants must be employed by the Company on the date of the cash payment or have retired after attaining age 65, died or become disabled during the period from the beginning of the performance period to the date of payment. As of January 1, 2016, all new awards granted under the plan include a minimum increase in the aggregate fair value of the Company of 12% during the three-year performance period. If the qualifying conditions are not attained, discretionary payments may be made, up to a maximum amount specified in each award agreement. Discretionary payments are determined by the Compensation Committee of the Board of Directors (for payment to the Chief Executive Officer of the Company) and by the Chief Executive Officer (for payments to other participants in the plan).

If a participant is not employed throughout the performance period due to retirement, death or disability, their maximum benefit will be prorated based on the number of days employed by the Company during the performance periods.

Based on the requirements of this plan, no awards were paid during the three months ended March 31, 2019 and 2018. The total amount accrued for all grant years under this plan was $562 and $1,846 as of March 31, 2019 and December 31, 2018, respectively. These amounts are included within deferred compensation and long-term incentive on the Condensed Consolidated Balance Sheets. Total expense for the long-term incentive plan for the three months ended March 31, 2019 and 2018 amounted to $79 and $111, respectively, and is included in profit sharing, bonuses and deferred compensation on the Condensed Consolidated Statements of Comprehensive Income.

Note 12. Self-Funded insurance

The Company is self-funded for the medical benefits provided to its employees and their dependents. Healthcare costs are expensed as incurred and are based upon actual claims paid, reinsurance premiums, administration fees, and estimated unpaid claims. The Company purchases reinsurance to limit the annual risk associated with their multiple medical plans. Under one plan, the Company purchases reinsurance to limit the annual risk per participant to $225 with no aggregate stop loss. Under another plan, the Company purchases reinsurance to limit the annual risk per participant to $200 and to limit the annual aggregate risk related to this contract which was approximately $5,163 and $4,467 for the three months ended March 31, 2019 and 2018, respectively. An estimated accrued liability of approximately $1,553 and $1,514 was recorded as of March 31, 2019 and December 31, 2018, respectively, for estimated unpaid claims and is included within other current liabilities on the Condensed Consolidated Balance Sheets.

Note 13. Segments

The Company applies the provisions of ASC Topic 280, Segment Reporting . An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker (CODM) and for which discrete financial information is available. Based on the provisions of ASC 280, the Company has determined it has one operating segment.

The Company does not earn revenues or have long-lived asset located in foreign countries. In accordance with the enterprise-wide disclosure requirements of ASC 280, the Company’s net sales from external customers by main product lines are as follows:


	Three Months Ended March 31,
	2019			2018
Outdoor sports	$	1,859		$	1,752
Fabrication		91,153			35,725
Performance structures		19,807			22,808
Tube		20,857			19,570
Tank		11,605			8,729

Total		145,281			88,584
Intercompany sales elimination		(1,549	)		(1,363	)

Total, net sales	$	143,732		$	87,221

Note 14. Fair value of financial instruments

Fair value provides information on what the Company may realize if certain assets were sold or might pay to transfer certain liabilities based upon an exit price. Financial assets and liabilities that are measured and reported at fair value are classified into a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

•

Level 3 – Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be the Company’s own data and judgements about assumptions that market participants would use in pricing the asset or liability.

The following table lists the Company’s financial assets and liabilities accounted for at fair value by the fair value hierarchy:


	Balance at March 31, 2019		Fair Value Measurements at Report Date Using
	Balance at March 31, 2019		(Level 1)		(Level 2)		(Level 3)
Deferred compensation	$	14,498	$	—	$	—	$	14,498
Contingent consideration payable		6,924		—		—		6,924

Total	$	21,422	$	—	$	—	$	21,422


	Balance at December 31, 2018		Fair Value Measurements at Report Date Using
	Balance at December 31, 2018		(Level 1)		(Level 2)		(Level 3)
Deferred compensation	$	13,351	$	—	$	—	$	13,351
Contingent consideration payable		6,054		—		—		6,054

Total	$	19,405	$	—	$	—	$	19,405

Changes in liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) between December 31, 2018 and March 31, 2019 consist of:


Balance as of December 31, 2018	$	19,405
Contingent consideration fair value adjustment		869
Deferred compensation contributions		1,043
Deferred compensation fair value adjustment		180
Payments		(75	)

Balance as of March 31, 2019	$	21,422

Fair value measurements for the Company’s cash and cash equivalents are classified based upon Level 1 measurements because such measurements are based upon quoted market prices in active markets for identical assets.

Accounts receivable, accounts payable, long-term debt and accrued liabilities are recorded in the financial statements at cost and approximate fair value.

Deferred compensation liabilities are recorded at amounts due to participants at the time of deferral. Deferrals are deemed to have been invested in the Company stock at a price equal to the share value on the deferral date. Subsequent fair value adjustments are made to the participants’ accounts for the change in the value of the Company’s stock on an annual basis. Considered Level 3 on the fair value hierarchy, the Company computes the fair value of its stock through the utilization of an independent third-party valuation specialist. The change in fair value is recorded in deferred compensation and long-term incentive liabilities on the Condensed Consolidated Balance Sheets and deferred compensation expense on the Condensed Consolidated Statements of Comprehensive Income.

On December 14, 2018, the Company acquired DMP for $114,700, net of cash received plus contingent consideration of up to $10,000. The Company will pay DMP’s previous shareholders an additional $7,500 if DMP generates $19,748 of EBITDA over the twelve-month period ended September 30, 2019. In addition, the Company will pay one dollar for each additional dollar of EBITDA in excess of $19,748 generated over this period; however, in no event shall the total payment exceed $10,000. The Company estimated and recorded the fair value of the contingent consideration payable of $6,075 as of the acquisition date. The Company remeasures this liability through the conclusion of the earnout period, September 30, 2019, with the change in value resulting in a gain or loss reflected in other selling, general, and administrative expenses on the Condensed Consolidated Statement of Comprehensive Income. Contingent consideration payable was revalued to $6,924 and $6,054 as of March 31, 2019 and December 31, 2018, respectively. The change of $869 between these periods was recorded as an expense within other selling, general, and administrative expenses on the Company’s Condensed Consolidated Statement of Comprehensive Income.

The Company does not have any financial assets or liabilities at the Level 2 fair value hierarchy.

The Company’s non-financial assets such as intangible assets and property, plant, and equipment are re-measured at fair value when there is an indication of impairment and adjusted only when an impairment charge is recognized.

Note 15 – Concentration of major customers

The following customers accounted for 10% or greater of the Company’s recorded net sales and net trade receivables:


	Net Sales						Accounts Receivable
	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018			As of March 31, 2019			As of December 31, 2018
Customers
A		17.0	%		24.1	%		<10	%		<10	%
B		14.1	%		19.0	%		<10	%		<10	%
C		<10	%		19.3	%		<10	%		<10	%
D		<10	%		<10	%		<10	%		12.6	%
E		11.6	%		<10	%		<10	%		<10	%

Note 16. Subsequent events

The Company has evaluated events and transactions for potential recognition or disclosure in the condensed consolidated financial statements through the date on which the Condensed Consolidated Financial Statements were available to be issued.

On April 8, 2019, the Company finalized the net working capital true-up associated with the DMP acquisition, resulting in an additional payout of $2,400 by the Company to the seller, bringing the Company’s acquisition of DMP to $117,100 in total cash paid, net of cash acquired.

On May 12, 2019, the Company’s legacy business converted from an S Corporation to a C Corporation. As a result, the consolidated business will be subject to federal and state corporate income taxes on its taxable income from this date forward.

On May 13, 2019, the Company completed its IPO and received $99,344 of proceeds net of underwriting discounts and commissions. These proceeds were used to pay down debt including the $43,000 pay down of the Term A loan, $25,000 pay off of the Strategic Capital loan, with the remainder used to pay down the revolver. In conjunction with the IPO, the Company issued a stock dividend specific to pre-IPO shares, of approximately 1,334.34-for-1, resulting in the conversion of 10,075 shares in the ESOP to 13,443,484 shares. As a result, and after considering the 6,250,000 shares sold through the IPO, 19,693,484 shares were outstanding at this date.

On May 16, 2019, underwriters of the Company’s IPO exercised their right to purchase 152,209 additional shares of common stock from the Company at the purchase price of $17 per share.

On May 20, 2019, the Company received $2,400 of proceeds, net of underwriter fees, for the delivery of an additional 152,209 shares to the underwriters.

On May 23, 2019, the Company completed the revaluation of its Long Term Incentive Compensation Program (LTIP) due to the IPO, resulting in a pay out of $10,483, ending the LTIP. Also due to the IPO, the deferred compensation liability was revalued resulting in an increase of $9,990 from the March 31, 2019 balance of $14,498.

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 statement 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 the Company’s Prospectus and “Cautionary Statement Regarding Forward-Looking Statements” above. This discussion should be read in conjunction with our audited consolidated financial statements included in the Company’s Prospectus. 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 GAAP.

Overview

MEC is a leading U.S.-based value-added manufacturing partner that provides a broad range of prototyping and tooling, production fabrication, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy-and medium-duty commercial vehicles, construction, powersports, agriculture, military and other end markets. We have developed long-standing relationships with our blue-chip customers based on upon a high level of experience, trust and confidence.

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

On December 14, 2018, we acquired DMP, a leading U.S. based manufacturer of component parts for the heavy-and medium-duty commercial vehicles, construction, and agriculture and military markets. At closing, we paid $114.7 million, net of cash acquired, and assumed certain liabilities. There is also an additional one-time earn-out of up to $10 million that could be paid in the fourth quarter of 2019 if DMP meets certain financial performance metrics (see Note 2 – Acquisitions, in the Notes to the Condensed Consolidated Financial Statements).

How We Assess Performance

Net Sales. Net sales reflect sales of our components and products net of allowances for returns and discounts. Several factors affect our net sales in any given period, including general economic conditions, weather, timing of acquisitions and the production schedules of our customers. Net sales are recognized at the time of shipment 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 changes based upon certain market indexes.

Depreciation and Amortization. We carry property, plant and equipment on our balance sheet at cost, net of accumulated depreciation and amortization. Depreciation on property, plant and equipment is computed on a straight-line basis over the estimated useful life of the asset. Amortization expense is the periodic expense related to leasehold improvements and intangible assets. Leasehold improvements are amortized 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 other certain managerial employees and certain corporate level administrative expenses such as incentive compensation, audit, accounting, legal and other consulting and professional services, travel, and insurance.

Other Key Performance Indicators

EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA represents net income before interest expense, provision (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 transaction fees incurred in connection with the DMP acquisition and the IPO, the loss on debt extinguishment relating to our December 2018 credit agreement, and non-cash purchase accounting charges including costs recognized on the step-up of acquired inventory and contingent consideration fair value adjustments. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of net sales for each period. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. We present Adjusted EBITDA and Adjusted EBITDA Margin as management uses these measures as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP.

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

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


	Three Months Ended March 31,
	2019		2018
(in thousands)
Net income	$	2,459	$	4,430
Interest expense		2,832		906
Provision (benefit) for income taxes		769		29
Depreciation and amortization		7,650		4,992

EBITDA		13,710		10,357
Costs recognized on step-up of acquired inventory		395		—
Contingent consideration fair value adjustment		869		—
IPO and DMP acquisition related expenses		1,814		—

Adjusted EBITDA	$	16,788	$	10,357

Net sales	$	143,732	$	87,221
EBITDA Margin		9.5%		11.9%
Adjusted EBITDA Margin		11.7%		11.9%

Consolidated Results of Operations

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018


	Three Months Ended March 31,										Increase (Decrease)
	2019					2018					Increase (Decrease)
	Amount		% of Net Sales			Amount		% of Net Sales			Amount Change			% Change
(in thousands)
Net sales	$	143,732		100.0	%	$	87,221		100.0	%	$	56,511			64.8	%
Cost of sales		124,153		86.4	%		75,411		86.5	%		48,742			64.6	%

Manufacturing margins		19,580		13.6	%		11,811		13.5	%		7,769			65.8	%
Amortization of intangibles		2,677		1.9	%		939		1.1	%		1,738			185.1	%
Profit sharing, bonuses and deferred compensation		1,750		1.2	%		1,640		1.9	%		110			6.7	%
Employee stock ownership plan expense		1,500		1.0	%		1,000		1.1	%		500			50.0	%
Other selling, general and administrative expenses		7,599		5.3	%		2,875		3.3	%		4,724			164.3	%

Income from operations		6,054		4.2	%		5,356		6.1	%		698			13.0	%
Interest expense		2,832		2.0	%		906		1.0	%		1,926			212.5	%
Other income (loss)		7		0.0	%		8		0.0	%		(2	)		-18.4	%
Provision (benefit) for income taxes		769		0.5	%		29		0.0	%		741			2,598.8	%

Net income and comprehensive income	$	2,459		1.7	%	$	4,430		5.1	%	$	(1,970	)		-44.5	%

EBITDA	$	13,710		9.5	%	$	10,357		11.9	%	$	3,354			32.4	%
Adjusted EBITDA	$	16,788		11.7	%	$	10,357		11.9	%	$	6,432			62.1	%

Net Sales. Net sales were $143.7 million for the three months ended March 31, 2019 as compared to $87.2 million for the three months ended March 31, 2018. The increase of $56.5 million, or 64.8%, was mostly due to our recent acquisition of DMP, which accounted for $50.2 million, or 57.5% of the increase. The remaining $6.3 million, or 7.3% of the increase, was due to organic growth of our legacy business mostly driven by volume increases.

Manufacturing Margins. Manufacturing margins were $19.6 million for the three months ended March 31, 2019 as compared to $11.8 million for the three months ended March 31, 2018. The increase of $7.8 million, or 65.8%, was mostly due to our recent acquisition of DMP, which accounted for $5.6 million, or 47.4% of the increase. The remaining $2.2 million of the increase was driven by improved utilization in our legacy business, generated by increased volumes and greater labor and production efficiencies from recent investments in new automation and technologies.

Amortization of Intangibles Expense. Amortization of intangibles expense was $2.7 million for the three months ended March 31, 2019 as compared to $0.9 million for the three months ended March 31, 2018. The increase of $1.7 million, or 185.1%, was due to the amortization expense associated with the identifiable intangible assets from the DMP acquisition. Please see Note 2 of the Condensed Consolidated Financial Statements for more information related to these identifiable intangible assets.

Profit Sharing, Bonuses and Deferred Compensation Expenses. Profit sharing, bonuses and deferred compensation expenses were $1.75 million for the three months ended March 31, 2019 as compared to $1.64 million for the three months ended March 31, 2018. The increase of $0.1 million, or 6.7%, was due to the performance of the DMP acquisition.

Employee Stock Ownership Plan Expense. Employee stock ownership plan expense was $1.5 million for the three months ended March 31, 2019 as compared to $1.0 million for the three months ended March 31, 2018. The increase of $0.5 million, or 50.0%, was primarily due to the addition of plan participants as a result of the DMP acquisition.

Other Selling, General and Administrative Expenses. Other selling, general and administrative expenses were $7.6 million for the three months ended March 31, 2019 as compared to $2.9 million for the three months ended March 31, 2018. The increase of $4.7 million, or 164.3%, was primarily driven by IPO activities and our acquisition of DMP. One-time expenses related to the Company’s IPO and the DMP acquisition accounted for $1.8 million of the increase. The DMP contingent consideration fair value adjustment accounted for $0.9 million of the increase. The DMP acquired entities accounted for another $1.5 million of the increase, with the remainder mostly attributable to personnel additions needed to enhance the company’s structure of being a publicly traded company and support future growth.

Interest Expense. Interest expense was $2.8 million for the three months ended March 31, 2019 as compared to $0.9 million for the three months ended March 31, 2018. The increase of $1.9 million, or 212.5%, is primarily due to additional debt used to fund the DMP acquisition.

Net Income and Comprehensive Income. Net income and comprehensive income was $2.5 million for the three months ended March 31, 2019 as compared to $4.4 million for the three months ended March 31, 2018. The decrease of $2.0 million, or -44.5%, was due to increased interest expense, income tax expense, amortization expense, and other one-time costs associated with the DMP acquisition and the IPO, partly offset by net income generated by DMP.

EBITDA and EBITDA Margin. EBITDA and EBITDA margin percent were $13.7 million and 9.5%, respectively, for the three months ended March 31, 2019, as compared to $10.4 million and 11.9%, respectively, for the three months ended March 31, 2018. The increase in EBITDA of $3.3 million was due to the acquisition of DMP and organic growth of our legacy business. The decline in EBITDA Margin from 11.9% to 9.5% was primarily due to costs incurred for the three month period ended March 31, 2019 not incurred in the same prior year period, including $0.4 million of costs related to the DMP inventory fair value step-up, $1.8 million of one-time expenses related to the IPO and DMP acquisition, and a $0.9 million expense related to the DMP contingent consideration fair value adjustment.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA margin percent were $16.8 million and 11.7%, respectively, for the three months ended March 31, 2019, as compared to $10.4 million and 11.9%, respectively, for the three months ended March 31, 2018. The increase in Adjusted EBITDA of $6.4 million was due to our recent acquisition of DMP and growth in our legacy business.

Liquidity and Capital Resources

Cash Flows Analysis


	Three Months Ended March 31,						Increase (Decrease)
	2019			2018			$Change			% Change
(in thousands)
Net cash (used in) provided by operating activities	$	(1,500	)	$	1,673		$	(3,173	)		-189.7	%
Net cash used in investing activities		(8,142	)		(2,488	)		(5,654	)		227.3	%
Net cash provided by financing activities		6,580			773			5,807			751.2	%

Net change in cash	$	(3,061	)	$	(42	)	$	(3,020	)		7,190.5	%

Operating Activities. Cash used in operating activities was $1.5 million for the three months ended March 31, 2019, as compared to cash provided by operating activities of $1.7 million for the three months ended March 31, 2018. The $3.2 million, or 189.7% decline in operating cash flows was partly due to a $2.0 million decline in net income in conjunction with changes to net working capital items. Cash flow used in operating activities due to changes in net working capital items was ($14.0) million for the three months ended March 31, 2019, as compared to ($8.5) million for the three months ended March 31, 2018. The ($5.6) million change was primarily driven by a ($7.9) million difference in accounts receivable changes due to sales growth, partly offset by a $2.4 million difference in changes to inventories and a $2.0 million difference in changes to accounts payable, both due to timing of purchases for the three months ended March 31, 2019 compared to the same prior year period. Changes to pricing, payment terms and credit terms did not have a significant impact on changes to working capital items, or any other element of the operating cash flow activities, for the periods presented.

Investing Activities. Cash used in investing activities was $8.1 million for the three months ended March 31, 2019, as compared to $2.5 million for the three months ended March 31, 2018. The $5.7 million, or 227.3% increase in cash used in investing activities was primarily driven by the continued investment in automation and new technology, including the addition of Horizontal Milling Machines, YLM CNC Bender, and an automated material handling system for two new 10k watt fiber lasers.

Financing Activities. Cash provided by financing activities was $6.6 million for the three months ended March 31, 2019, as compared to $0.8 million for the three months ended March 31, 2018. The $5.8 million increase in cash provided by financing activities was primarily due to increased net proceeds obtained through debt instruments in order to fund working capital requirements.

Senior Credit Agreement

On December 14, 2018, we entered into a credit agreement (the Senior Credit Agreement) with certain lenders and Wells Fargo Bank, National Association, as administrative agent (the Agent). The Senior Credit Agreement provides for (i) a $90.0 million revolving credit facility (the Revolving Loan), with a letter of credit sub-facility in an aggregate amount not to exceed $5.0 million, and a swingline facility in an aggregate amount of $15.0 million, and (ii) a $69.0 million term loan facility (Term Loan A), and a $26.0 million real estate term loan facility (the Real Estate Term Loan and, together with Term Loan A, the Term Loans). We are required to repay the aggregate outstanding principal amount of the Term Loan A in consecutive quarterly installments equal to $1,725,000 on the last business day of each of March, June, September and December commencing March 31, 2019. We are required to repay the aggregate outstanding principal amount of the Real Estate Term Loan in consecutive quarterly installments equal to $325,000 on the last business day of each of March, June, September and December commencing March 31, 2019. All amounts borrowed under the Senior Credit Agreement mature on December 14, 2023.

Our obligations under the Senior Credit Agreement are guaranteed by, and secured by first priority security interests in substantially all of the assets of, our direct and indirect subsidiaries: Center Manufacturing, Inc., Center Manufacturing Holdings, Inc., Center—Moeller Products LLC, DMP, Defiance Metal Products of Arkansas, Inc., Defiance Metal Products of PA., Inc. and Defiance Metal Products of WI, Inc.

Under the Senior Credit Agreement, borrowings under the Revolving Loan and the Term Loans can be designated as LIBOR Rate Loans or DBLR Loans. The interest rate for LIBOR Rate Loans fluctuates and is equal to LIBOR divided by 1.00 minus the Euro-Dollar Reserve Percentage (as defined in the Senior Credit Agreement) plus 1.00-2.25% depending on the current Consolidated Adjusted Total Leverage Ratio (as defined in the Senior Credit Agreement). The interest rate for DBLR Loans and Swingline Loans fluctuates and is equal to the one month LIBOR as determined at approximately 11:00 a.m., London time, two Business Days (as defined in the Senior Credit Agreement) prior to the first day of each month, for deposits in dollars, as published in the “Money Rates” section of the Wall Street Journal, plus 1.00-2.25% depending on the current Consolidated Adjusted Total Leverage Ratio (as defined in the Senior Credit Agreement). If the Agent determines that dollar deposits are not being offered to banks in the London interbank Eurodollar market, that reasonable and adequate means do not exist for ascertaining the LIBOR Rate, or the Required Lenders (as defined in the Senior Credit Agreement) determine that the LIBOR Rate does not adequately and fairly reflect the cost to such lenders of making or maintaining such loans, then we must either repay in full the outstanding principal amount of each LIBOR Rate Loan and DBLR Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan and DBLR Loan to a Base Rate Loan. If any change in applicable law occurs that makes it unlawful or impossible for any of the lenders under the Senior Credit Agreement to honor its obligations or make or maintain any LIBOR Rate Loan or DBLR Loan, then until such circumstances no longer exist, (i) any existing LIBOR Rate Loans or DBLR Loans shall be immediately converted into a Base Rate Loan and (ii) the obligation of the lenders to make LIBOR Rate Loans or DBLR Loans are suspended and we may select only Base Rate Loans. The interest rate for Base Rate Loans is equal to the highest of (x) the prime rate (as publicly announced by the Agent from time to time) and (y) the Federal Funds Rate plus 0.50%.

At March 31, 2019, the interest rate on outstanding borrowings under each of the Term Loans and Revolving Loan was 4.75%. At March 31, 2019, we had availability of $23.6 million under the Revolving Loan.

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

The Senior 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 or incur liens, make certain investments, merge or consolidate with another entity, sell our stock other than to the ESOP or pursuant to the IPO, make certain asset dispositions, pay any dividend or other distribution to shareholders, enter into transactions with affiliates, pay any subordinated indebtedness unless certain financial tests are met, enter into sale leaseback transactions, incur capital expenditures in excess of $25,000,000 in any fiscal year or permit any person or group other than the ESOP to own or control more than 20% of our equity interests or permit our board of directors to not be composed of a majority of our continuing directors (i.e., our directors as of December 14, 2018 and any additional or replacement directors that have been approved by at least 51% of the directors then in office) (a Change of Control).

The Senior Credit Agreement also requires us to satisfy certain financial covenants, including a minimum fixed charge coverage ratio of 1.20 to 1.00. At March 31, 2019, our fixed charge ratio was 2.50 to 1.00. The Senior Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 3.75 to 1.00 for the period from September 30, 2018 through September 30, 2019, and to be reduced periodically thereafter. At March 31, 2019, our consolidated total leverage ratio was 2.98 to 1.00.

The Senior 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, certain changes of control, 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 Senior Credit Agreement, termination of the credit facility and all other actions permitted to be taken by a secured creditor.

Our obligations under the Senior Credit Agreement and Subordinated Credit Agreement (as defined below) are subject to a subordination agreement (the Subordination Agreement) among us, the Agent, and the Subordinated Agent (as defined below), whereby any payment default under the Subordinated Credit Agreement constitutes a cross-default of the Senior Credit Agreement.

At March 31, 2019, we were in compliance with all covenants under the Senior Credit Agreement.

Subordinated Credit Agreement

On December 14, 2018, we also entered into a credit agreement (the Subordinated Credit Agreement and, together with the Senior Credit Agreement, the Credit Agreements) with certain lenders and Wells Fargo Strategic Capital Inc., as administrative agent (the Subordinated Agent). The Subordinated Credit Agreement provides for a $25.0 million term loan facility (the Subordinated Term Loan). We are required to repay the Subordinated Term Loan on June 14, 2024.

Our obligations under the Subordinated Credit Agreement are guaranteed by, and secured by subordinated security interests in substantially all of the assets of, our direct and indirect subsidiaries: Center Manufacturing, Inc., Center Manufacturing Holdings, Inc., Center – Moeller Products LLC, DMP, Defiance Metal Products of Arkansas, Inc., Defiance Metal Products of PA., Inc. and Defiance Metal Products of WI, Inc.

The interest rate for the Subordinated Term Loan fluctuates and is equal to 9.0% plus the higher of (i) 1.50% per annum and (ii) LIBOR divided by 1.00 minus the Euro-Dollar Reserve Percentage (as defined in the Subordinated Credit Agreement).

At March 31, 2019, the interest rate for the Subordinated Term Loan was 11.59%.

We must pay fees specified in the Fee Letter (as defined in the Subordinated Credit Agreement). Any prepayment of the Subordinated Term Loan (other than as a result of a Change in Control) is subject to: (i) prior to December 14, 2019, a make-whole premium in an amount equal to 3% of the amount to be prepaid plus the applicable make-whole payment premium amount (an amount in cash equal to the present value of all required interest payments due on the outstanding principal balance of the facility from the date of any prepayment to December 14, 2019); (ii) after December 14, 2019 but prior to December 14, 2020, a prepayment premium in an amount equal to 3% of the amount to be prepaid; (iii) after December 14, 2020 but prior to December 14, 2021, a prepayment premium in an amount equal to 2% of the amount to be prepaid; and (iv) thereafter, no prepayment premium. Any prepayment in connection with a Change of Control (as defined in the Subordinated Credit Agreement) is subject to: (x) prior to December 14, 2019, a prepayment premium in an amount equal to 3% of the amount to be prepaid; (y) after December 14, 2019 but prior to December 14, 2020, a prepayment premium in an amount equal to 2% of the amount to be prepaid; and (z) thereafter, no prepayment premium. Prepayments of the Subordinated Term Loan require consent from the senior lenders under the Subordination Agreement.

The Subordinated Credit Agreement contains usual and customary negative covenants for agreements of this type, which are substantially the same as the negative covenants in the Senior Credit Agreement (as set forth above).

The Subordinated Credit Agreement also requires us to satisfy certain financial covenants, including a minimum fixed charge coverage ratio of 1.10 to 1.00. At March 31, 2019, our fixed charge ratio was 2.50 to 1.00. The Subordinated Credit Agreement also requires us to maintain a consolidated total leverage ratio not to exceed 4.00 to 1.00 for the period from September 30, 2018 through September 30, 2019, and to be reduced periodically thereafter. At March 31, 2019, our consolidated total leverage ratio was 2.98 to 1.00.

The Subordinated 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, certain changes of control, material money judgments and failure to maintain subsidiary guarantees. Our obligations under the Senior Credit Agreement and Subordinated Credit Agreement are subject to the Subordination Agreement, whereby any payment default under the Senior Credit Agreement constitutes a cross-default of the Subordinated Credit Agreement. If an event of default occurs, subject to the Subordination Agreement, the Subordinated Agent will be entitled to take various actions, including the acceleration of amounts due under the Subordinated Credit Agreement, termination of the credit facility, and all other actions permitted to be taken by a secured creditor.

At March 31, 2019, we were in compliance with all covenants under the Subordinated Credit Agreement.

Capital Requirements and Sources of Liquidity

During the three months ended March 31, 2019 and 2018, our capital expenditures were approximately $8.1 million and $2.5 million, respectively. The increase of $5.7 million was primarily driven by the continued investment in automation and new technology, including the addition of Horizontal Milling Machines, YLM CNC Bender, and an automated material handling system for two new 10k watt fiber lasers.

Historically, we have had significant cash requirements in order to organically expand our business to meet the market related needs of our customers, continue our investment in new technologies and automation, as well as fund new projects. Additionally, prior to the Company’s IPO, we have been required to use cash to repurchase shares of our common stock from the ESOP in connection with legally required diversification and other distributions to eligible ESOP participants. Following the consummation of the Company’s IPO, this requirement terminated, which allows us to direct this previously allocated cash to operating- and growth-related purposes. Our cash requirements include costs related to capital expenditures, purchase of materials and production of materials and cash to fund these needs. Our working capital needs are driven by the growth of our business, with our cash requirements greater in periods of growth. Additional cash requirements resulting from our growth include the costs of additional personnel, production and distribution facilities, enhancing our information systems and, our integration of DMP and any future acquisitions and, in the future, our compliance with laws and rules applicable to being a public company. Following the completion of the Company’s IPO, our primary uses of cash are investing in flexible, re-deployable automation used to provide our components and products and funding organic and acquisitive growth initiatives.

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 March 31, 2019, we had availability of $23.6 million under our Credit Agreements. 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 believe that our operating cash flow and available borrowings under the Credit Agreements are sufficient to fund our operations for 2019. 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 Agreements, 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 March 31, 2019:


			Payments Due by Period
	Total		2019 (Remainder)		2020 – 2021		2022 – 2023		Thereafter
(in thousands)
Long-term debt principal payment obligations ⁽¹⁾	$	187,839	$	8,502	$	16,400	$	137,487	$	25,000
Forecasted interest on debt payment obligations ⁽²⁾		44,093		7,807		19,635		15,202		1,449
Capital lease obligations		2,161		262		670		670		559
Operating lease obligations		12,450		2,487		4,873		2,407		2,683
Purchase obligations		—		—		—		—		—
Other		—		—		—		—		—

Total	$	246,543	$	19,058	$	41,578	$	155,766	$	29,691

⁽¹⁾	The long-term amounts in the table include principal payments under the Company’s Term Loans of $121.0 million and $66.4 million outstanding under the Revolving Loan, which expires in 2023. Amounts which are or may become payable as interest are excluded from the table.

⁽²⁾	Forecasted interest on debt payment obligations based on interest rates as of March 31, 2019.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company has $28 thousand of cash and cash equivalents as of March 31, 2019. The entirety of this balance is in demand accounts with financial institutions. The primary market risks associated with this balance is liquidity risk.

The Company is party to bank revolving credit notes. The amount borrowed on the revolving credit notes was $66.4 million as of March 31, 2019. The interest rate was 4.75% as of March 31, 2019. Please see “Senior Credit Agreement” and “Subordinated Credit Agreement” above and Note 4 in the Notes to the Condensed Consolidated Financial Statements for more specifics.

The Company is also party to other long-term debt with total principal outstanding of $121.0 million as of March 31, 2019. The interest rates of the long-term debt instruments range from 0% to 11.59% as of March 31, 2019. Please see “Senior Credit Agreement” and “Subordinated Credit Agreement” above and Note 5 in the Notes to the Condensed Consolidated Financial Statements for more specifics.

A hypothetical 100-basis-point increase in interest rates would have resulted in an additional $0.5 million of interest expense for the quarter ended March 31, 2019. The Company does not use derivative financial instruments to manage interest risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the Company’s cash flow.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form-10-Q. As a result of the material weaknesses described below and previously disclosed in our Prospectus, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form-10-Q, our disclosure controls and procedures were not effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

As a newly public company, neither we nor our independent registered public accounting firm are required at this time to perform an evaluation of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and neither we nor our independent registered public accounting firm have performed such an evaluation.

In the course of preparing financial statements for the fiscal years ended December 31, 2018 and 2017, our management identified material weaknesses in our internal control over financial reporting which related to: (i) information technology general controls specific to segregation of duties, systems access and change management processes and (ii) a lack of consistently documented accounting policies and procedures, a lack of controls over the preparation and review of journal entries and a limited number of personnel with a level of GAAP accounting knowledge commensurate with our financial reporting requirements. The nature of these material weaknesses and our remediation actions are more fully described in the Prospectus.

We continue to implement actions to remediate these material weaknesses, including: (i) in January 2019, we hired additional accounting and finance staff members, including a senior accounting officer with public company reporting experience, to augment our current staff and to improve the effectiveness of our closing and financial reporting processes; (ii) we commenced an internal assessment of information technology controls specific to segregation of duties, systems access and change management processes and (iii) we commenced evaluations of third parties to assist us with formalizing our business processes, accounting policies and internal controls documentation, enhancing related internal controls and strengthening supervisory reviews by our management. Other than ongoing remediation actions described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material litigation proceedings. From time to time, however, we may be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

For a discussion of the risks and uncertainties that could materially adversely affect our business, financial condition, results of operations or prospects, see “Risk Factors” in our Prospectus. There have been no material changes from our risk factors previously disclosed in the Prospectus.

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

We consummated an IPO of our common stock on May 13, 2019 and, in connection therewith, issued an approximately 1,334.34-for-1 stock dividend. The stock dividend and use of proceeds from our IPO will be further described in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2019.

Item 6. Exhibits.

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

EXHIBIT INDEX


Exhibit Number		Description

10.1*		Mayville Engineering Company, Inc. Long-Term Incentive Plan, as amended and restated effective May 13, 2019.

10.2*		Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan.

10.3*		Form of Restricted Stock Unit Award Agreement (Employee) under the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan.

10.4		First Amendment to Credit Agreement, effective as of May 12, 2019, by and among Mayville Engineering Company, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on May 17, 2019).

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

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

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

SIGNATURES

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


	Company Name

Date: June 17, 2019	By:	/s/ Robert D. Kamphuis
		Robert D. Kamphuis
		Chairman, President & Chief Executive Officer

	By:	/s/ Todd M. Butz
		Todd M. Butz
		Chief Financial Officer

Exhibit 10.1

MAYVILLE ENGINEERING COMPANY, INC.

LONG-TERM INCENTIVE PLAN

As Amended and Restated Effective May 13, 2019

Table of Contents


		Page
ARTICLE 1 DEFINITIONS			1
1.1	Affiliate		1
1.2	Award Agreement		1
1.3	Code		1
1.4	Company		1
1.5	Company Value		1
1.6	Compensation Committee		2
1.7	Employer		2
1.8	ESOP		2
1.9	Incentive Compensation Plan		2
1.10	IPO		2
1.11	Participant		2
1.12	Performance Period		2
1.13	Plan or LTIP		2
1.14	Plan Administrator		2
1.15	Truncated Awards		2

ARTICLE 2 ADMINISTRATION			3
2.1	Powers and Duties		3
2.2	Delegation		3

ARTICLE 3 LTIP AWARDS			3
3.1	Nature of LTIP Awards		3
3.2	Conditions for an LTIP Payment		3
3.3	Amount of LTIP Payment		4

ARTICLE 4 AMENDMENT AND TERMINATION			5
4.1	Amendment or Termination		5

ARTICLE 5 GENERAL PROVISIONS			5
5.1	Status of Participants		5
5.2	No Guaranty of Employment		5
5.3	Delegation of Authority		6
5.4	Legal Actions		6
5.5	Applicable Law		6
5.6	Rules of Construction		6
5.7	Expenses of Administration		6
5.8	Indemnification		6
5.9	Facility of Payment		6

RECITALS

WHEREAS , the Company has maintained the Plan as a means to incentivize eligible management participants to create and maximize the value of the Company and its affiliates; and

WHEREAS , since 1985, the trust created under the ESOP has owned part or all of the Company’s issued and outstanding common stock; and

WHEREAS, the Company intends to issue common stock to the investing public in an IPO, following which the Company’s common stock will be publicly-traded; and

WHEREAS , following the IPO, the Company intends to provide incentive opportunities to eligible management participants through the Incentive Compensation Plan; and

WHEREAS , in connection with the IPO, it is desirable to amend and restate, and to provide for the termination of, the Plan;

NOW, THEREFORE, RESOLVED , that in light of, and contingent upon the completion of, the IPO, the Plan is amended and restated to read as follows:

ARTICLE 1

DEFINITIONS

When the following words or phrases are used herein, they shall have the meanings set forth below unless otherwise specifically provided:

1.1 Affiliate . A business organization that is under common control with the Company, as determined under Sections 414(b) and (c) of the Code.

1.2 Award Agreement . The individual agreement for a Participant for a particular Performance Period.

1.3 Code . The Internal Revenue Code of 1986, as from time to time amended.

1.4 Company . Mayville Engineering Company, Inc., and any successor or successors thereto.

1.5 Company Value . Company Value means:

(a) With respect to any determination other than the ending value under the Truncated Awards, the aggregate value of the Company as determined for the periodic valuation, conducted in accordance with Code Section 401(a)(28), of a share of Company stock as determined by an independent appraiser under the ESOP as of the last day of the calendar year coincident with or immediately preceding the first or last day of a Performance Period; and

(b) With respect to the ending value under the Truncated Awards, the aggregate value of the Company determined by multiplying the number of shares of Company stock outstanding immediately following the IPO multiplied by the price at which Company stock is sold in the IPO.

1.6 Compensation Committee . The Compensation Committee of the Board of Directors of the Company. Following the IPO, the Compensation Committee will satisfy the independent director requirements under applicable law.

1.7 Employer . The Company and each Affiliate of the Company with at least one employee who is a Participant.

1.8 ESOP . The Mayville Engineering Company, Inc. Employee Stock Ownership Plan, as from time to time amended and in effect.

1.9 Incentive Compensation Plan . The Mayville Engineering Company, Inc. Omnibus Incentive Compensation Plan as from time to time amended and in effect.

1.10 IPO . The Company’s sale of common stock to the investing public through one or more underwriters and the consequent listing of the Company’s common stock on the New York Stock Exchange.

1.11 Participant . The Chief Executive Officer of the Company and each other employee of an Employer who has been designated by the Plan Administrator as being eligible to participate in the Plan.

1.12 Performance Period . The period of three (3) calendar years [prior to January 1, 2013, two (2) calendar years] specified in the Award Agreement. The final awards issued under the Plan were issued in January, 2018 with respect to a Performance Period that began on January 1, 2018 and that, as originally granted, was scheduled to expire on December 31, 2020.

1.13 Plan or LTIP . The Mayville Engineering Company, Inc. Long-Term Incentive Plan, as set forth herein, and as amended from time to time.

1.14 Plan Administrator . With respect to periods prior to the IPO, the Compensation Committee, except as otherwise provided in Section 3.3, and with respect to periods on or after the IPO, the Compensation Committee.

1.15 Truncated Awards . The awards previously granted under the Plan that are outstanding as of the date of the IPO and for which the Performance Period associated with the Award is not complete as of the date of the IPO, i.e., the awards granted in January, 2017 for the Performance Period that began on January 1, 2017 and that was originally scheduled to end on December 31, 2019, and the awards granted in January, 2018 for the Performance Period that began on January 1, 2018 and that was originally scheduled to end on December 31, 2020.

ARTICLE 2

ADMINISTRATION

2.1 Powers and Duties . Full power and authority to construe, interpret, and administer this Plan is vested in the Plan Administrator. In particular, the Plan Administrator shall make each determination provided for in this Plan and may adopt such rules, regulations, and procedures, as it deems necessary or desirable to the efficient administration of the Plan. The Plan Administrator’s determinations need not be uniform, and may be made by it selectively among persons who may be eligible to participate in the Plan. The Plan Administrator shall have sole and exclusive discretion in the exercise of its powers and duties hereunder, and all determinations made by the Plan Administrator shall be final, conclusive, and binding unless they are found by a court of competent jurisdiction to have been arbitrary and capricious.

2.2 Delegation . Subject to Sections 3.3 and 4.1(b), the Plan Administrator may delegate part or all of its duties to any person(s) who is an employee of the Company or an Affiliate, and may from time to time revoke such authority and delegate it to another such person or persons. Any delegate’s duty will terminate upon revocation of such authority by the Plan Administrator, upon withdrawal of such person’s acceptance or upon the termination of such person’s employment with the Company or an Affiliate. Any person to whom administrative duties are delegated may, unless the delegation provides otherwise, similarly delegate part or all of such duties to another person.

ARTICLE 3

LTIP AWARDS

3.1 Nature of LTIP Awards . An LTIP award is an interest in a long-term cash incentive award with respect to a Performance Period. Actual payments are totally discretionary as described herein, and no Participant has any contractual right to a future payment at any time.

3.2 Conditions for an LTIP Payment . Subject to Section 4.1(b) with respect to the Truncated Awards, the minimum qualifying conditions for a payment with respect to an award covering any Performance Period are satisfaction of each of the following:

(a) Unless otherwise waived or modified by the Plan Administrator, the Company Value at the end of the Performance Period has increased a minimum of 12% (or such other amount specified by the Plan Administrator) from the Company Value immediately prior to the beginning of the Performance Period.

(b) The Participant must either (i) be employed with the Company or an Affiliate on the date of the applicable cash payment hereunder after the end of the Performance Period or (ii) have retired after attaining age 65, died while actively employed or terminated employment on account of disability during the period from the beginning of the Performance Period to the payment date for benefits hereunder. For this purpose, “disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Plan Administrator.

3.3 Amount of LTIP Payment . (a) Satisfaction of the qualifying condition under Section 3.2 does not entitle a Participant to a payment under the Plan. Payments remain subject to the Plan Administrator’s exercise of discretion under this Section 3.3. Subject to Section 4.1(b) with respect to the Truncated Awards, at the end of the applicable Performance Period, the Plan Administrator shall review the performance of each Participant who has satisfied the applicable conditions for an LTIP payment. The actual benefit shall be the discretionary amount selected by the Plan Administrator from a minimum of zero to a maximum of the amount specified in subsection (b) below and shall be based on such factors as the Plan Administrator deems appropriate for such Participant. For purposes of this Section 3.3, the Plan Administrator shall be the Compensation Committee with respect to the Chief Executive Officer of the Company as the Participant, but the Chief Executive Officer of the Company will be the Plan Administrator with respect to all other Participants; provided that with respect to the Truncated Awards, the Compensation Committee will be the Plan Administrator with respect to all Participants.

(b) For a qualifying Participant who is employed throughout the Performance Period, the amount of the maximum benefit shall be the percentage designated in the Participant’s Award Agreement of the increase in the Company Value from the beginning of the Performance Period. For a qualifying Participant who is not employed throughout the Performance Period due to retirement, death or disability as provided in Section 3.2(b), the maximum benefit shall be a fraction of the maximum benefit in the preceding sentence, the numerator of which shall be the number of days from the beginning of the Performance Period through the date of termination of employment with the Employer and the denominator shall be the number of days in the Performance Period.

(c) The date of payment shall be the date determined by the Plan Administrator which is as soon as practical after the amount has been determined hereunder (and in no event later than the date required for the payment to qualify as a short-term deferral exempt from Code Section 409A). All benefits shall be paid in cash, subject to applicable withholding requirements.

ARTICLE 4

AMENDMENT AND TERMINATION

4.1 Amendment or Termination . (a) In General . The Compensation Committee may amend or terminate this Plan at any time and for any reason, including the right to terminate any entitlement to a benefit that has not been paid with respect to an existing or completed Performance Period.

(b) Termination of Plan Upon Consummation of IPO . The Plan will be terminated upon consummation of the IPO, and no additional awards shall be granted under the Plan. Notwithstanding anything in the Plan to the contrary, the following rules shall apply with respect to the Truncated Awards:

(i) The date on which the IPO is consummated will be deemed to be the last day of the Performance Period applicable to the Truncated Awards.

(ii) The minimum qualifying conditions under Section 3.2 will apply, taking into account the provisions of subsection (b)(i) above that the date of the IPO will be deemed to be the last day of the Performance Period.

(iii) All determinations under Section 3.3 will be made by the Compensation Committee. The Compensation Committee will evaluate the performance of each Participant who has satisfied the applicable conditions for an LTIP payment (taking into account the modifications provided in this subsection). The actual benefit shall be the amount selected by the Compensation Committee (or calculated from a benefit formula approved by the Compensation Committee) from a minimum of zero to the maximum amount specified in Section 3.3(b).

ARTICLE 5

GENERAL PROVISIONS

5.1 Status of Participants . Each Participant shall be a general unsecured creditor of his or her Employer with respect to amounts payable hereunder, this Plan constituting a mere promise by the Employer to make benefit payments in the future if the conditions herein are satisfied and the discretion herein is exercised in favor of a benefit payment. A Participant’s right to receive payments under the Plan are not subject in any manner to anticipation, alienation, sale, assignment, pledge, encumbrance, attachment, or garnishment by the creditors of the Participant.

5.2 No Guaranty of Employment . The establishment of this Plan shall not give a Participant any legal or equitable right to be continued in the employ of an Employer, nor shall it interfere with an Employer’s right to terminate the employment of any of its employees, with or without cause.

5.3 Delegation of Authority . Whenever, under the terms of this Plan, an Employer is permitted or required to do or perform any act, it shall be done or performed by the Board of Directors of the Employer, by any duly authorized committee thereof, or by any officer of the Employer duly authorized by the articles of incorporation, bylaws, or Board of Directors of the Employer.

5.4 Legal Actions . No Participant or other person having or claiming to have an interest in this Plan shall be a necessary party to any action or proceeding involving the Plan, and no such person shall be entitled to any notice or process, except to the extent required by applicable law. Any final judgment which is not appealed or appealable that may be entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have any interest in this Plan.

5.5 Applicable Law . This Plan shall be construed and interpreted in accordance with the laws of the State of Wisconsin.

5.6 Rules of Construction . Wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections of this Plan are inserted for convenience of reference, are not a part of this Plan, and are not to be considered in the construction hereof. The words “hereof,” “herein,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, and not to any particular provision or section.

5.7 Expenses of Administration . All expenses and costs incurred in connection with the administration or operation of the Plan shall be paid by the Employer.

5.8 Indemnification . Each Employer shall, to the extent permitted by its articles of incorporation and bylaws, by the laws of the state in which it is incorporated, indemnify any employee or director of an Employer or an Affiliate providing services to the Plan against any and all liabilities arising by reason of any act or omission, made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.

5.9 Facility of Payment . An Employer may make payments due to a legally incompetent person in such of the following ways as the Plan Administrator shall determine:

(a) directly to such person;

(b) to the legal representative of such person; or

Any payment made in accordance with the provisions of this section shall be a complete discharge of the Employer’s liability for the making of such payment.

Exhibit 10.2

MAYVILLE ENGINEERING COMPANY, INC.

2019 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

(NON-EMPLOYEE DIRECTOR FORM)

[PARTICIPANTID]

[FIRSTNAME] [LASTNAME]

You have been granted an award of Restricted Stock Units (this “Award”) of Mayville Engineering Company, Inc. (the “Company”) under the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan (the “Plan”), effective as of the Grant Date, with the following terms and conditions:



Grant Date:		[___________], [____]

Vesting Commencement Date:		[___________], [____]

Number of Restricted Stock Units:		[SHARESGRANTED]

Vesting Schedule:		The Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date (or, if the Vesting Commencement Date is the date of the Company’s annual meeting of shareholders, on the earlier of the date of the Company’s annual meeting of shareholders in the following year or the first anniversary of the Vesting Commencement Date), provided that you continuously serve as a Director until the applicable vesting date. If you cease to be a Director as a result of your death or disability (as determined by the Administrator), then 100% of the Restricted Stock Units will vest in full on the date of such termination. Upon a Change of Control, Section 17(c) of the Plan will apply to this Award. Except as otherwise provided above, if you cease to be a Director prior to the date the Restricted Stock Units are vested, you will forfeit the unvested Restricted Stock Units.

Settlement of Restricted Stock Units:		As soon as practicable after your Restricted Stock Units vest (but no later than two-and-one-half months from the end of the fiscal year in which vesting occurs), unless you have elected deferred settlement and the box below is therefore checked, the Company will settle such vested Restricted Stock Units by issuing in your name certificate(s) or making an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested. ☐ Deferred Settlement Until Separation from Service If you have elected deferred settlement and the box above is therefore checked, the Company will settle any then-vested Restricted Stock Units upon your retirement from the Board or other “separation from service” within the meaning of Code Section 409A rather than as soon as practicable after they vest, subject to any six month delay required for compliance with Code Section 409A if you are then a “specified employee” within the meaning of Code Section 409A.



Transferability of Restricted Stock Units:		You may not sell, transfer or otherwise alienate or hypothecate this Award or any of your Restricted Stock Units until they are vested. In addition, by accepting this Award, you agree not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale. The Company also may require you to enter into a shareholder’s agreement that will include additional restrictions on the transfer of Shares acquired under this Award.

Rights as Shareholder:		You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Stock Units (including with respect to voting or dividends) unless and until a certificate for Shares is issued upon vesting of the Restricted Stock Units.

Market Stand-Off:		In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.

Taxes:		You understand that you (and not the Company or any Affiliate) shall be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or other event, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations.


		To the extent permitted by the Company at the time a tax withholding requirement arises, you may satisfy the withholding requirement in whole or in part, by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon settlement having an aggregate Fair Market Value on the date the tax is to be determined equal to the tax that the Company must withhold in connection with the vesting or settlement of such Restricted Stock Units; provided that the amount so withheld shall not exceed the maximum statutory rate to the extent necessary to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable vesting or settlement date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

Miscellaneous:		• The Plan and this Award constitute the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements between you and the Company with respect to the subject matter hereof. You expressly warrant that you are not accepting this Award in reliance on any promises, representations, or inducements other than those contained herein. • By accepting the grant of the Restricted Stock Units, you agree not to sell any Shares acquired in connection with the Restricted Stock Units other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale. • As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive. • Subject to the terms of the Plan, the Committee may modify or amend this Award without your consent as permitted by Section 15(c) of the Plan or: (i) to the extent such action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which Shares are then traded; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment of this Award for the Company; or (iii) to the extent the Committee determines that such action does not materially and adversely affect the value of this Award or that such action is in the best interest of you or any other person who may then have an interest in this Award. • This Award may be executed in counterparts.

This Award is granted under and governed by the terms and conditions of the Plan. The terms of the Plan to the extent not stated herein are expressly incorporated herein by reference and in the event of any conflict between this Award and the Plan, the terms of the Plan shall govern, control and supersede over the provisions of this Award. Capitalized terms used in this Award and not defined shall have the meanings given in the Plan.

BY ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.


MAYVILLE ENGINEERING COMPANY, INC.		PARTICIPANT

By:
	[EXECUTIVE]	[DIRECTOR]
	[POSITION]

Date:

Exhibit 10.3

MAYVILLE ENGINEERING COMPANY, INC.

2019 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

(EMPLOYEE FORM)

[PARTICIPANTID]

[FIRSTNAME] [LASTNAME]


Grant Date:		[___________], [____]

Vesting Commencement Date:		[___________], [____]

Number of Restricted Stock Units:		[SHARESGRANTED]

Vesting Schedule:		[______] ([___]) of the Restricted Stock Units will vest on each of the first [____] anniversaries of the Vesting Commencement Date, provided you are continuously employed by, or in service with, the Company or an Affiliate until the applicable vesting date. In the event of your termination of employment or service with the Company or its Affiliates as a result of your death or disability (as determined by the Administrator), then 100% of the Restricted Stock Units will vest in full on the date of such termination. Upon a Change of Control, Section 17(c) of the Plan will apply to this Award. Except as otherwise provided above, upon your termination of employment, or cessation of services to, the Company and its Affiliates prior to the date the Restricted Stock Units are vested, you will forfeit the unvested Restricted Stock Units.

Settlement of Restricted Stock Units:		As soon as practicable after your Restricted Stock Units vest (but no later than two-and-one-half months from the end of the fiscal year in which vesting occurs), the Company will settle such vested Restricted Stock Units by issuing in your name certificate(s) or making an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested.

Transferability of Restricted Stock Units:		You may not sell, transfer or otherwise alienate or hypothecate this Award or any of your Restricted Stock Units until they are vested. In addition, by accepting this Award, you agree not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale. The Company also may require you to enter into a shareholder’s agreement that will include additional restrictions on the transfer of Shares acquired under this Award.



Rights as Shareholder:		You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Stock Units (including with respect to voting or dividends) unless and until a certificate for Shares is issued upon vesting of the Restricted Stock Units.

Market Stand-Off:		In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.

Taxes:		You understand that you (and not the Company or any Affiliate) shall be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or other event, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. To the extent permitted by the Company at the time a tax withholding requirement arises, you may satisfy the withholding requirement in whole or in part, by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon settlement having an aggregate Fair Market Value on the date the tax is to be determined equal to the tax that the Company must withhold in connection with the vesting or settlement of such Restricted Stock Units; provided that the amount so withheld shall not exceed the maximum statutory rate to the extent necessary to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable vesting or settlement date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

Miscellaneous:

• Neither the Plan nor the grant of this Award shall constitute or be evidence of any agreement or understanding, express or implied, that you have a right to continue as an employee of the Company or any of its Affiliates for any period of time, or at any particular rate of compensation.

• The Plan and this Award constitute the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements between you and the Company with respect to the subject matter hereof. You expressly warrant that you are not accepting this Award in reliance on any promises, representations, or inducements other than those contained herein.

• By accepting the grant of the Restricted Stock Units, you agree not to sell any Shares acquired in connection with the Restricted Stock Units other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale.

• As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive.

• Subject to the terms of the Plan, the Committee may modify or amend this Award without your consent as permitted by Section 15(c) of the Plan or: (i) to the extent such action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which Shares are then traded; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment of this Award for the Company; or (iii) to the extent the Committee determines that such action does not materially and adversely affect the value of this Award or that such action is in the best interest of you or any other person who may then have an interest in this Award.

• This Award may be executed in counterparts.

BY ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.


MAYVILLE ENGINEERING COMPANY, INC.		PARTICIPANT

By:
	[EXECUTIVE]	[EMPLOYEE]
	[POSITION]

Date:

Exhibit 31.1

CERTIFICATION PURSUANT TO

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

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

I, Robert D. Kamphuis, certify that:

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

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

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

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

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

(b)

[Intentionally omitted];

(c)

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

(d)

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

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

(a)

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

(b)

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

Exhibit 31.2

CERTIFICATION PURSUANT TO

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

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

I, Todd M. Butz, certify that:

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

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

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

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

[Intentionally omitted];

(c)

(d)

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

(a)

(b)

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

Exhibit 32

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mayville Engineering Company, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert D. Kamphuis, as Chairman, President and Chief Executive Officer of the Company, and Todd M. Butz, as Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)

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

(2)

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


Date: June 17, 2019	By:	/s/ Robert D. Kamphuis
		Robert D. Kamphuis
		Chairman, President & Chief Executive Officer

	By:	/s/ Todd M. Butz
		Todd M. Butz
		Chief Financial Officer