MEC Mayville Engineering Company Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(AMENDMENT NO.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2023

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)

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715 South Street, Mayville, Wisconsin 53050

(Address of principal executive offices, including zip code)

(920) 387-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

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On July 1, 2023, Mayville Engineering Company, Inc. (the “Company”) filed a Current Report on Form 8-K (the Original Form 8-K) to report the consummation of its previously announced acquisition of Mid-States Aluminum (MSA). This Amendment No. 1 to the Original Form 8-K amends and supplements Item 9.01 of the Original Form 8-K to provide the historical audited financial statements of MSA and the unaudited pro form condensed combined financial information of the Company pursuant to Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to such items. Except as noted in this paragraph, no other information contained in the Original Form 8-K is amended or supplemented.

Item 9.01.Financial Statements and Exhibits.

The financial statements for MSA required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2 to this Amendment No.1 and incorporated herein by reference.

The unaudited pro forma condensed financial information for MSA required by Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Amendment No. 1 to the Original Form 8-K and incorporated herein by reference.

EXHIBIT INDEX

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SIGNATURES

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

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Exhibit 23.1

Consent of Independent Auditors

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We consent to the incorporation by reference in the Registration Statement Nos. 333-260759, 333-234506 and 333-234505 on Form S-8 of Mayville Engineering Company, Inc. of our report dated March 15, 2023, relating to the financial statements of Mid-States Aluminum Corp. as of and for the year ended December 31, 2022 appearing in this Current Report on Form 8-K/A.

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/s/ Wipfli LLP

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Appleton, Wisconsin

September 12, 2023

Exhibit 99.1

Mid-States Aluminum Corp.

Financial Statements

Year Ended December 31, 2022

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Table of Contents

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Independent Auditor’s Report

Board of Directors

Mid-States Aluminum Corp.

Fond du Lac, Wisconsin

Opinion

We have audited the accompanying financial statements of Mid-States Aluminum Corp., which comprise the balance sheet as of December 31, 2022, and the related statements of income, stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mid-States Aluminum Corp. as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Mid-States Aluminum Corp. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with GAAP, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Mid-States Aluminum Corp.’s ability to continue as a going concern for one year after the date the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

/s/ Wipfli LLP

March 15, 2023

Appleton, Wisconsin

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Mid-States Aluminum Corp.

Balance Sheet

(in thousands)

See accompanying notes to financial statements.

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Mid-States Aluminum Corp.

Statement of Income

(in thousands)

See accompanying notes to financial statements.

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Mid-States Aluminum Corp.

Statement of Stockholders’ Equity

(in thousands, except share amounts)

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See accompanying notes to financial statements.

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Mid-States Aluminum Corp.

Statement of Cash Flows

(in thousands)

See accompanying notes to financial statements.

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Mid-States Aluminum Corp.

Notes to the Financial Statements

(in thousands)

Note 1. Summary of Significant Accounting Policies

Principal Business Activity

Mid-States Aluminum Corp. (the “Company”) custom manufactures extruded, fabricated, and anodized aluminum products. The Company grants unsecured credit to customers primarily in the Midwest.

Use of Estimates

The preparation of accompanying financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make certain estimates and assumptions regarding reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates.

The Company considers the reserve for self-funded health insurance claims to be a significant estimate. The reserve for health insurance claims is maintained at a level, which management believes is adequate to cover claims incurred during the year but not paid until after year-end. Management periodically evaluates the reserve using the Company’s past experience, known claims, and expected claim lag. It is reasonably possible the estimate will change in the near term, and the effect would be material to the financial statements.

Accounts Receivable and Credit Policy

Accounts receivable are uncollateralized customer obligations due on normal trade terms requiring payment within 30 days from the invoice date. Collections of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management reviews all accounts receivable balances and performs an assessment of current creditworthiness, including an estimate of the portion, if any, of the balance that will not be collected. The allowance for potential credit losses was $100 as of December 31, 2022, and is reflected as an offset to accounts receivable – net in the accompanying balance sheet. The Company had no bad debt expense in 2022.

Inventories

Inventories are valued at the lower of cost, determined on the first-in, first-out (FIFO) method, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company adjusts inventory to its net realizable value through a reserve that is an estimate of excess and obsolete inventory. An allowance for obsolete inventory of approximately $150 at December 31, 2022 has been recorded and is reflected as an offset to inventories – net in the accompanying balance sheet.

Property, Plant, Equipment and Depreciation

Property, plant and equipment are valued at cost. Maintenance and repair costs are charged to expense as incurred. Gains or losses on disposition of property, plant, and equipment are reflected in income. Depreciation and amortization is computed on the straight-line method for financial reporting purposes, based on the estimated useful lives of the assets or lease term, if applicable.

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ASC 842 Lease Accounting

The Company is a lessee in two noncancelable financing leases for a vehicle and office equipment. If the contract provides the Company the right to substantially all the economic benefits and the right to direct the use of the identified asset, it is considered to be or contain a lease. Right-of-use (ROU) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term. The ROU asset is also adjusted for any lease prepayments made, lease incentives received, and initial direct costs incurred.

The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. Increases (decreases) to variable lease payments due to subsequent changes in an index or rate are recorded as variable lease expense (income) in the future period in which they are incurred.

The discount rate used for the vehicle lease is the implicit rate in the lease contract, as it is readily determinable. For the office equipment lease, the Company has elected to use a risk-free rate for a term similar to the underlying lease as the discount rate, if the implicit rate in the lease contract is not readily determinable.

The ROU asset for finance leases is amortized on a straight-line basis over the lease term.

For all underlying classes of assets, the Company has elected to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Leases containing termination clauses in which either party may terminate the lease without cause and the notice period is less than 12 months are deemed short-term leases with lease costs included in short-term lease expense. The Company recognizes short-term lease cost on a straight-line basis over the lease term.

The Company made an accounting policy election for all classifications of leases to not separate the lease components of a contract and its associated non-lease components related to maintenance and license fees.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets being evaluated, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. During 2022, the Company determined that no evaluation of recoverability was necessary.

Debt Issuance Costs

Unamortized debt issuance costs have been recorded as a reduction to the related debt obligation. Debt issuance costs are being amortized to interest expense over the maximum term provided in the debt agreement using a straight-line method.

Revenue Recognition

The Company’s contract revenues are primarily generated from the sale of extruded, fabricated, and anodized aluminum products. The Company also generates revenue from the sale of scrap of their aluminum products. The Company’s contracts have one performance obligation, which is providing customers with the goods ordered. The Company recognizes revenue for financial reporting purposes at a point in time when the obligations under the terms of the contract with the customer are satisfied and the control is transferred to the customer. Control transfers to the customer at the time of shipment as all contracts are free on board shipping point.

The Company provides a general warranty regarding the condition of the product, which is deemed to be an assurance warranty. Management estimates any liability for warranty claims would not be material at year-end.

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The Company’s stable customer base results in relatively minimal variability in expected cash flows and the recognition of revenue among its customers. All customers are subject to a review of creditworthiness as further explained in the accounts receivable and credit policy. The most significant economic factors that impact the nature, amount, timing, and uncertainties of the Company’s revenues and cash flows is the aluminum commodity market, as well as the industries in which the Company’s customers operate.

Net sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods to the customer. The amount of consideration can vary, primarily because of return rights the Company offers to customers. These items are treated as a reduction to sales. An accrual for expected product returns is recorded at the time of sale based on the expected value of total consideration to which customers are likely to be entitled based on historical experience. Included in the estimate is an assessment as to whether any variable consideration is constrained. The reserve for product returns is $90 as of December 31, 2022 and is included in accrued expenses and other liabilities on the accompanying balance sheet.

When the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the performance obligation is satisfied and the date cash consideration is received. Accordingly, there is no financing component to the Company’s arrangement with customers.

The shipment of products to customers is considered a fulfillment activity and amounts billed to customers for shipping and handling are included in net sales and the related costs are included in cost of sales on the accompanying statement of income.

The Company presents taxes collected and remitted to governmental authorities on the net basis, excluding such amounts from revenue.

Contract liabilities include customer deposits. Some customers are required under the terms of the contract to prepay a specified amount of the total contract price. The Company records the customer deposit as a contract liability at inception. When transfer of control of the related product occurs, the Company reclassifies the liability and recognizes the revenue on the deposit.

Opening and closing balances for accounts receivable and the contract liability arising from contracts with customers include:

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code and comparable state regulations. Under these provisions, the Company does not pay federal or state corporate income taxes on its taxable income (nor is it allowed a net operating loss carryback or carryover as a deduction). Instead, the stockholders report on their personal income tax returns their proportionate share of the Company’s taxable income or loss and tax credits. The Company is committed to distribute funds sufficient to reimburse the stockholders for income taxes resulting from reporting the Company’s taxable income on their personal tax returns.

The federal and state income tax returns remain open to examination by taxing authorities through their statutory periods.

Future Accounting Pronouncement

Accounting Standards Update (ASU) No. 2016-13, Measurement of Credit Losses on Financial Instruments, will require the Company to present financial assets measured at amortized cost (including trade receivables) at the net amount expected to be collected over their remaining contractual lives. Estimated credit losses will be based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts issued for interim and annual periods beginning after December 15, 2022. The Company is evaluating what impact this new standard will have on its 2023 financial statements.

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Subsequent Events

Subsequent events have been evaluated through March 15, 2023, which is the date the financial statements were available to be issued.

Note 2. Accounting Pronouncement Adopted

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the balance sheet. This accounting update also requires additional disclosures surrounding the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this guidance for the year ended December 31, 2022 with modified retrospective application to January 1, 2022 through a cumulative-effect adjustment. The Company did not reassess service contracts evaluated for lease treatment under ASC 840 for embedded leases under ASC 842.

As a result of the adoption of the new lease accounting guidance, the Company recognized the following ROU assets and lease liabilities as of January 1, 2022:

This standard did not have a material impact on the Company’s equity or cash flows from operations and had an immaterial impact on the Company’s operating results. The most significant impact was the recognition of the ROU assets and lease obligations for finance leases.

Note 3. Inventories

Inventories consisted of the following at December 31, 2022:

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Note 4. Property, Plant, and Equipment

Property, plant, and equipment consisted of the following at December 31, 2022:

Depreciation expense on property, plant and equipment was $3,286 for 2022. Amortization expense on finance leases was $27 in 2022.

Note 5. Notes Receivable

Notes receivable consisted of the following at December 31, 2022:

The Company recorded interest income of $7 in 2022 on the related party note above. There was no interest receivable related to the related party note as of December 31, 2022.

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Required payments of principal on the notes receivable at December 31, 2022, including current maturities, are summarized as follows:

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Note 6. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at December 31, 2022:

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Note 7. Line of Credit

The Company has a $4,000 line of credit available with a bank. No advances were outstanding as of December 31, 2022. The line of credit bears interest at the one-month secured overnight financing rate (SOFR) plus 2.04% with a floor of 3.25% (6.34% at December 31, 2022). The line of credit is secured by a general business security agreement and specific equipment and expires in June 2023.

Note 8. Long-Term Notes Payable – Bank and Other

Long-term notes payable – bank and other consisted of the following at December 31, 2022:

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The Company had a bank term note, secured by a general business security agreement and specific equipment, payable in monthly installments of $40, including interest at 3.88%. Note was paid in full during 2022.

The line of credit in Note 7 and the bank term note are supported by a loan agreement that provides, among other matters, certain restrictive covenants, including a minimum net worth.

Required payments of principal on long-term notes payable – bank and other at December 31, 2022, including current maturities, are summarized as follows:

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Note 9: Leases

Lessee

The Company leases include leases for office equipment and a vehicle. The office equipment lease entered into includes an option to renew by unlimited one-month increments. The vehicle lease contains no renewal option language. The exercise of lease renewal options is at the Company’s sole discretion. Renewal option periods are included in the measurement of the ROU asset and lease liability when the exercise is reasonably certain to occur. The Company is not reasonably certain to exercise renewal options on the office equipment.

The depreciable life of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Payments due under the lease contracts include fixed payments plus variable payments. The Company’s leases require it to make variable payments for additional maintenance and mileage charges. These variable lease payments are not included in lease payments used to determine the lease liability and are recognized as variable costs when incurred.

Components of lease expense were as follows for the year ended December 31, 2022:

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Other Information is as follows for the year ended December 31, 2022:

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Maturities of lease liabilities are as follows as of December 31, 2022:

Lessor

In March 2022, the Company purchased a building and is leasing the building to a third party tenant under a noncancelable operating lease agreement. Payments on the lease are $8 per month through June 2023. The lease requires the lessee to make variable payments for the lessee’s proportionate share of property taxes, insurance, and utilities. Rental income was $101 in 2022. Future minimum rent to be received by the Company under the noncancelable operating lease agreement is $51 in 2023.

Note 10. Retirement Plan

The Company maintains a defined contribution 401(k) plan that covers substantially all employees. At discretion of the Board of Directors, the Company may elect to make annual matching and profit sharing contributions. For 2022, the Company matched 40% of employee contributions, subject to certain Internal Revenue Service limitations. The discretionary matching contributions to the plan were approximately $411 in 2022. The Company did not make any discretionary profit sharing contributions in 2022.

Note 11. Deferred Compensation

In 2005, the Company had entered into an Employee Equity Growth Plan agreement and a deferred compensation agreement with a key employee. The agreement provides for 60 monthly payments of $8, which began upon the key employee’s retirement date in October 2017. The Company made final payments of $75 in 2022 under this agreement.

There was no deferred compensation expense in 2022.

Note 12. Self-Insured Health Insurance

The Company has a self-funded health care plan which provides medical benefits to eligible employees and their dependents. The health care costs are expensed as incurred. The health care expense is based upon actual claims paid, premiums, reinsurance premiums, and administration fees, and estimated unpaid claims at year-end. The Company buys reinsurance to cover catastrophic individual claims over $100.

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Health care expense was approximately $2,971 for 2022. A liability has been recorded for claims outstanding in the amount of $619 at December 31, 2022. Management believes this liability is sufficient to cover estimated claims, including claims incurred but not yet reported.

Note 13. Stock Restriction Agreement

The Company has entered into agreements with two of its minority stockholders to purchase all of their respective shares of common stock upon their deaths. The agreement also provides for the right of first refusal by the Company, then its other stockholders, in the event of a sale of the respective shares of common stock by either minority stockholder.

Note 14. Major Customer

In 2022, one major customer accounted for 16% of net sales aggregating approximately $15,099. The Company did not have an outstanding balance in accounts receivable from this customer at December 31, 2022.

Note 15. Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts at a financial institution. The balances, at times, may exceed federally insured limits.

Note 16. Contingencies

In the ordinary course of conducting business, the Company occasionally becomes involved in legal proceedings relating to contracts, environmental issues, or other matters. While any proceeding or litigation has an element of uncertainty, management of the Company believes that the outcome of any pending or threatened actions will not have a material adverse effect on the business or financial condition of the Company.

The Company received full forgiveness from the SBA on its Paycheck Protection Program loan in the amount of $3,300 in June 2021. The SBA has the right to review funding eligibility and usage of funds for compliance within the program requirements for up to six years from the date the forgiveness was granted. The amount of the liability, if any, from potential noncompliance cannot be determined with certainty; however, management believes that any review will not have a material adverse impact on the Company’s financial position.

Note 17. Cash Flow Disclosures

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Exhibit 99.2

Mid-States Aluminum Corp.

Interim Financial Statements

Six months Ended June 30, 2023

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Table of Contents

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Mid-States Aluminum Corp.

Condensed Balance Sheet

(in thousands)

(unaudited)

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

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Mid-States Aluminum Corp.

Condensed Statement of Income

(in thousands)

(unaudited)

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

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Mid-States Aluminum Corp.

Condensed Statement of Cash Flows

(in thousands)

(unaudited)

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

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Mid-States Aluminum Corp.

Condensed Statement of Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)

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

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Mid-States Aluminum Corp.

Notes to the Unaudited Condensed Financial Statements

(in thousands except share amounts, years and ratios)

(unaudited)

Note 1. Basis of presentation

The interim unaudited condensed financial statements of Mid-States Aluminum Corp. (MSA, 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). They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations and financial position for the interim unaudited period presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These interim unaudited Condensed Financial Statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2022, included in the Current Form 8-K/A as Exhibit 99.1. A summary of the Company’s significant accounting policies is included in the Company’s 2022 financial statements in Exhibit 99.1 in the Current Form 8-K/A. The Company followed these policies in preparation of the interim unaudited Condensed Financial Statements except for new accounting pronouncements adopted as described below.

Nature of Operations

MSA custom manufactures extruded, fabricated, and anodized aluminum products.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016 13, Measurement of Credit Losses on Financial Instruments, which establishes Accounting Standards Codification (ASC) 326, Financial Instruments – Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The ASU affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash for interim and annual periods beginning after December 15, 2022. The Company adopted the new standard as of January 1, 2023. As our customer base is principally made of blue-chip OEMs with high credit ratings and our trade receivables are due within one year or less, the adoption of this standard did not have a material impact on our financial statements.

Note 2. Inventories

Inventories consisted of the following at June 30, 2023:

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Note 3. Property, Plant, and Equipment

Property, plant, and equipment consisted of the following at June 30, 2023:

Depreciation expense on property, plant, and equipment was $1,632 for the six months ended June 30, 2023. Amortization expense on finance leases was $22 for the six months ended June 30, 2023.

Note 4. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at June 30, 2023:

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Note 5. Line of Credit

The Company has a $4,000 line of credit available with a bank. No advances were outstanding as of June 30, 2023. The line of credit bears interest at the one-month Secured Overnight Financing Rate (SOFR) plus 2.04% with a floor of 3.25% (7.09% at June 30, 2023). The line of credit in is supported by a loan agreement that provides, among other matters, certain restrictive covenants, including a minimum net worth.

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Note 6. Long-Term Notes Payable – Bank and Other

Long-term notes payable – bank and other consisted of the following at June 30, 2023:

Required payments of principal on long-term notes payable – bank and other at June 30, 2023, including current maturities, are summarized as follows:

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Note 7. Leases

Lessee

The Company leases include leases for office equipment and a vehicle. The office equipment lease entered into includes an option to renew by unlimited one-month increments. The vehicle lease contains no renewal option language. The exercise of lease renewal options is at the Company’s sole discretion. Renewal option periods are included in the measurement of the ROU asset and lease liability when the exercise is reasonably certain to occur. The Company is not reasonably certain to exercise renewal options on the office equipment.

The depreciable life of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Payments due under the lease contracts include fixed payments plus variable payments. The Company’s leases require it to make variable payments for additional maintenance and mileage charges. These variable lease payments are not included in lease payments used to determine the lease liability and are recognized as variable costs when incurred.

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Components of lease expense were as follows for the six months ended June 30, 2023:

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Other information is as follows for the six months ended June 30, 2023:

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Maturities of lease liabilities is as follows for the six months ended June 30, 2023:

Lessor

In March 2022, the Company purchased a building and is leasing the building to a third party tenant under a noncancelable operating lease agreement. Payments on the lease are $8 per month through June 2023. The lease requires the lessee to make variable payments for the lessee’s proportionate share of property taxes, insurance, and utilities. Rental income was $30 for the six months ended June 30, 2023. The lease agreement was not renewed with the third party tenant moving out of the building at the end of June 2023.

Note 8. Retirement Plan

The Company maintains a defined contribution 401(k) plan that covers substantially all employees. At discretion of the Board of Directors, the Company may elect to make annual matching and profit sharing contributions. For 2023, the Company matched 40% of employee contributions, subject to certain Internal Revenue Service limitations. The discretionary matching contributions to the plan were approximately $235 for the six months ended June 30, 2023. The Company did not make any discretionary profit sharing contributions in 2023.

Note 9. Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code and comparable state regulations. Under these provisions, the Company does not pay federal or state corporate income taxes on its taxable income (nor is it allowed a net operating loss carryback or carryover as a deduction). Instead, the stockholders report on their personal income tax returns their proportionate share of the Company’s taxable income or loss and tax credits. The Company is committed to distribute funds

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sufficient to reimburse the stockholders for income taxes resulting from reporting the Company’s taxable income on their personal tax returns.

The federal and state income tax returns remain open to examination by taxing authorities through their statutory periods.

Note 10. Self-Insured Health Insurance

The Company has a self-funded health care plan which provides medical benefits to eligible employees and their dependents. The health care costs are expensed as incurred. The health care expense is based upon actual claims paid, premiums, reinsurance premiums, and administration fees, and estimated unpaid claims at June 30, 2023. The Company buys reinsurance to cover catastrophic individual claims over $100.

Health care expense was approximately $1,156 for the six months ended June 30, 2023. A liability has been recorded for claims outstanding in the amount of $554 at June 30, 2023. Management believes this liability is sufficient to cover estimated claims, including claims incurred but not yet reported.

Note 11. Stock Restriction Agreement

The Company has entered into agreements with two of its minority stockholders to purchase all of their respective shares of common stock upon their deaths. The agreement also provides for the right of first refusal by the Company, then its other stockholders, in the event of a sale of the respective shares of common stock by either minority stockholder.

Note 12. Revenue Recognition

The Company’s contract revenues are primarily generated from the sale of extruded, fabricated, and anodized aluminum products. The Company’s contracts have one performance obligation, which is providing customers with the goods ordered. The Company recognizes revenue for financial reporting purposes at a point in time when the obligations under the terms of the contract with the customer are satisfied and the control is transferred to the customer. Control transfers to the customer at the time of shipment as all contracts are free on board shipping point.

When the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the performance obligation is satisfied and the date cash consideration is received. Accordingly, there is no financing component to the Company’s arrangement with customers.

Contract liabilities include customer deposits. Some customers are required under the terms of the contract to prepay a specified amount of the total contract price. The Company records the customer deposit as a contract liability at inception. When transfer of control of the related product occurs, the Company reclassifies the liability and recognizes the revenue on the deposit.

Opening and closing balances for accounts receivable and the contract liability arising from contracts with customers include:

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Note 13. Major Customers

As of June 30, 2023, the Company did not have any single customer account for more than 10% of its net sales. One customer accounted for 10.3% of accounts receivable, or approximately $760.

Note 14. Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts at a financial institution. The balances, at times, may exceed federally insured limits.

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Note 15. Contingencies

In the ordinary course of conducting business, the Company occasionally becomes involved in legal proceedings relating to contracts, environmental issues, or other matters. While any proceeding or litigation has an element of uncertainty, management of the Company believes that the outcome of any pending or threatened actions will not have a material adverse effect on the business or financial condition of the Company.

The Company received full forgiveness from the SBA on its Paycheck Protection Program loan in the amount of $3,300 in June 2021. The SBA has the right to review funding eligibility and usage of funds for compliance with the program requirements for up to six years from the date the forgiveness was granted. The amount of the liability, if any, from potential noncompliance cannot be determined with certainty; however, management believes that any review will not have a material adverse impact on the Company’s financial position.

Note 16. Cash Flow Disclosures

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Note 17. Subsequent Events

The Company has evaluated subsequent events since June 30, 2023, the date of these financial statements. There were not material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements.

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Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On July 1, 2023, Mayville Engineering Company, Inc. (MEC, the Company, we, our, us or similar terms) completed its acquisition (the Acquisition) of Mid-States Aluminum (MSA) for $90.0 million in cash, which included estimated adjustments for the amount of cash, indebtedness, net working capital, and certain expenses of MSA as of the closing, pursuant to the Unit Purchase Agreement, dated June 19, 2023. Prior to the closing of the Acquisition, MSA conducted a reorganization from a corporation to a limited liability company. MSA is a leading manufacturer of custom aluminum extrusions and fabrications that also offers related services including design, engineering, anodizing and finishing, assembly and packaging.

The Company financed the Acquisition by borrowing under its amended and restated credit agreement, dated as of June 28, 2023. The Company filed the amended and restated credit agreement with the Securities and Exchange Commission on June 29, 2023 as Exhibit 10 on Form 8-K dated June 28, 2023.

The following Unaudited Pro Forma Condensed Combined Financial Information was prepared in accordance with Regulation S-X under the Securities Act using accounting policies in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). The Unaudited Pro Forma Condensed Combined Financial Information (1) was prepared using the acquisition method of accounting in accordance with the business combination accounting guidance as provided in Accounting Standards Codification (ASC) 805, Business Combinations, the Company being the acquiring entity and (2) is based on the Company’s historical consolidated financial statements and MSA’s historical financial statements. In the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023, it is assumed that the Acquisition occurred on June 30, 2023. In the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income for the six months ended June 30, 2023, and the twelve months ended December 31, 2022, it is assumed that the Acquisition occurred on January 1, 2022.

In accordance with ASC 805, we use our best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed, and the related income tax impacts as of the Acquisition date. The estimate of the excess purchase price over the fair value of net tangible assets acquired was allocated to identifiable intangible assets and goodwill. The fair values assigned to MSA’s tangible and identifiable intangible assets acquired and liabilities assumed are based on the Company’s estimates and assumptions. The estimated fair values of these assets acquired, and liabilities assumed are considered preliminary and are based on the information that was available as of the date of the Acquisition. In the opinion of the Company’s management, the Unaudited Pro Forma Condensed Combined Financial Information includes all material adjustments necessary to be in accordance with Article 11 of Regulation S-X under the Securities Act.

The Company’s historical financial statements have been adjusted in the Unaudited Pro Forma Condensed Combined Financial Information to give effect to Pro Forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results of the Company after the Acquisition. The purchase price allocation reflected in the following Unaudited Pro Forma Condensed Combined Financial Information is preliminary in nature as the final, actual purchase price and certain valuations have not been finalized. Accordingly, although these amounts represent Company management’s current best estimate of fair value, the final purchase price allocation may differ materially from the preliminary allocation utilized in the following Unaudited Pro Forma Condensed Combined Financial Information. In addition, the Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income Information includes various estimates which are subject to material change and may not be indicative of what may be expected to occur in the future. The Pro Forma adjustments are described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

The Unaudited Pro Forma Condensed Combined Financial Information is presented for informational purposes only. Such information is not necessarily indicative of the operating results or financial position that actually would have been achieved if the Acquisition had been consummated on the dates indicated or that the combined company may achieve in future periods. Further, the Unaudited Pro Forma Condensed Combined Financial Information does not reflect any revenue and operating synergies or cost savings that may result from the Acquisition.

Unaudited Pro Forma Condensed Combined Financial Information is based upon, and should be read in conjunction with:

Mayville Engineering Company, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Combined Balance Sheet

June 30, 2023

(in thousands)

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