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Accu-Fab, LLC
Interim Financial Statements
Three Months Ended March 31, 2025
Table of Contents
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2 | |
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Consolidated and Combined Statements of Comprehensive Income | 3 |
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4 | |
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5 | |
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6 | |
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Consolidated and Combined Balance Sheet
(in thousands)
|
| March 31, |
| December 31, | ||
| | 2025 | | 2024 | ||
ASSETS | |
| | |
| |
Cash and cash equivalents | | $ | 1,497 | | $ | 567 |
Receivables, net of allowances for doubtful accounts of $24 at March 31, 2024 and $32 at December 31, 2024 | |
| 13,409 | |
| 12,147 |
Inventories, net | |
| 3,943 | |
| 3,797 |
Prepaid expenses and other | |
| 269 | |
| 357 |
Total current assets | |
| 19,118 | |
| 16,868 |
Property, plant and equipment, net | |
| 8,932 | |
| 9,096 |
Goodwill | |
| 12,579 | |
| 12,579 |
Customer relationships | | | 18,357 | | | 18,965 |
Operating lease assets | |
| 4,341 | |
| 4,644 |
Notes receivable - related party | | | 6,200 | | | 6,200 |
Total assets | | $ | 69,527 | | $ | 68,352 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
|
| |
| |
Accounts payable | | $ | 3,966 | | $ | 3,195 |
Accrued liabilities | |
| 924 | |
| 882 |
Current portion of operating lease obligation | | | 1,130 | | | 1,096 |
Total current liabilities | | | 6,020 | | | 5,173 |
Notes payable - related party | | | 2,640 | | | 1,215 |
Operating lease obligation, less current maturities | | | 2,940 | | | 3,233 |
Other long-term liabilities | | | 226 | | | 240 |
Total liabilities | |
| 11,826 | |
| 9,861 |
Member's equity | | | 65,303 | | | 65,303 |
Retained earnings | | | (7,602) | | | (6,812) |
Total equity | |
| 57,701 | |
| 58,491 |
Total liabilities and equity | | $ | 69,527 | | $ | 68,352 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Consolidated and Combined Statements of Comprehensive Income
(in thousands)
| Three Months Ended | ||||
| March 31, | ||||
| 2025 |
| 2024 | ||
Net sales | $ | 16,286 | | $ | 14,791 |
Cost of sales | | 10,695 |
| | 9,763 |
Selling, general, and administrative expenses | | 2,496 |
| | 2,250 |
Intangible amortization | | 608 |
| | 608 |
Other expenses, net | | (13) |
| | (65) |
Interest expense, net | | 35 |
| | 4 |
Net income and comprehensive income | $ | 2,465 | | $ | 2,231 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Accu-Fab LLC
Consolidated and Combined Statement of Member’s Equity
(in thousands)
| | | Legacy | | | | | ||||
| Member's | | Member's | | Retained | | | ||||
| Equity | | Equity |
| Earnings |
| Total | ||||
Balance as of December 31, 2024 | $ | 65,303 | | $ | — | | $ | (6,812) | | $ | 58,491 |
Net income | | — | | | — | | | 2,465 | | | 2,465 |
Distributions | | | | | — | | | (3,255) | | | — |
Balance as of March 31, 2025 | $ | 65,303 | | | — | | $ | (7,602) | | $ | 57,701 |
| | | | | | | | | | | |
| | | Legacy | | | | | ||||
| Member's | | Member's | | Retained | | | ||||
| Equity | | Equity |
| Earnings |
| Total | ||||
Balance as of December 31, 2023 | $ | — | | $ | 62,283 | | $ | (2,419) | | $ | 59,864 |
Net income | | — | | | — | | | 2,231 | | | 2,231 |
Distributions |
| — | | | — | |
| (2,850) | |
| (2,850) |
Balance as of March 31, 2024 | $ | — | | | 62,283 | | $ | (3,038) | | $ | 59,245 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Accu-Fab LLC
Consolidated and Combined Statements of Cash Flows
(in thousands)
| Three Months Ended | ||||
| March 31, | ||||
| 2025 |
| 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net income | $ | 2,465 | | $ | 2,231 |
Adjustments to reconcile net income to net cash provided by operating activities: |
| | |
| |
Depreciation |
| 521 | | | 483 |
Amortization |
| 632 | | | 615 |
Allowance for doubtful accounts |
| — | | | (11) |
Inventory excess and obsolescence reserve |
| (53) | | | 55 |
Changes in operating assets and liabilities, net of acquired business: |
| | | | |
Accounts receivable |
| (1,262) | | | (2,866) |
Inventories |
| (93) | | | (249) |
Prepaid expenses and other current assets |
| 88 | | | 85 |
Operating lease assets | | 303 | | | 283 |
Accounts payable | | 771 | | | 492 |
Operating lease obligations |
| (259) | | | (229) |
Accrued liabilities | | 41 | | | 117 |
Net cash flows provided by operating activities | | 3,154 | | | 1,006 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| |
|
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Purchase of property, plant and equipment |
| (381) | | | (104) |
Net cash flows used in investing activities |
| (381) | |
| (104) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
| |
|
|
Proceeds from notes payables with related party |
| 1,425 | | | — |
Repayment/issuance of notes receivable with related party |
| — | | | 650 |
Distributions |
| (3,255) | | | (2,850) |
Payments on finance leases |
| (13) | | | (2) |
Net cash flows used in financing activities |
| (1,843) | |
| (2,202) |
Net increase (decrease) in cash and cash equivalents |
| 930 | |
| (1,300) |
Cash and cash equivalents at beginning of period |
| 567 | |
| 2,167 |
Cash and cash equivalents at end of period | $ | 1,497 | | $ | 867 |
The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
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Accu-Fab LLC
Notes to the Unaudited Consolidated and Combined Financial Statements
(in thousands except share amounts, years and ratios)
(unaudited)
Note 1. Nature of Business and Basis of Presentation
Accu-Fab, LLC (“Accu-Fab”) is a vertically integrated contract metal fabricator. Accu-Fab operates two main facilities in Wheeling (“Accu-Fab Illinois”), Illinois and Raleigh, North Carolina (“Accu-Fab North Carolina”). Accu-Fab serves Original Equipment Manufacturers (OEMs) across fast-growing end markets such as critical power, infrastructure, data centers, renewable energy, aerospace and defense, and industrial automation. Accu-Fab is an LLC and a disregarded entity for tax purposes, and therefore not a taxable entity.
The interim unaudited Consolidated and Combined Financial Statements of Accu-Fab, LLC (“Accu-Fab”, 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 of operations and financial 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 Consolidated and Combined Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2024. A summary of the Company’s significant accounting policies is included in the Company’s 2024 financial statements. The Company followed these policies in preparation of the interim unaudited Consolidated and Combined Financial Statements.
Note 2. Inventory
For Accu-Fab North Carolina, inventories are stated at cost determined on the first-in, first-out method. For Accu-Fab Illinois, costs are stated using the weighted average cost method. For both locations, inventory is stated at the lower of cost 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. Work-in-process and finished goods are valued at production costs consisting of material, labor, and overhead.
Inventories as of March 31, 2025, and December 31, 2024 consist of:
| | March 31, | | December 31, | ||
|
| 2025 |
| 2024 | ||
Finished goods and purchased parts | | $ | 1,640 | | $ | 1,757 |
Raw materials |
| | 1,364 |
| | 1,186 |
Work-in-process |
| | 1,007 |
| | 975 |
Inventory Reserve | | | (68) | | | (121) |
Total | | $ | 3,943 | | $ | 3,797 |
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Note 3. Property, Plant, and Equipment
Property, plant, and equipment as of March 31, 2025 and December 31, 2024 consist of:
|
| Useful Lives |
| March 31, | | December 31, | |||
| | Years | | 2025 | | 2024 | |||
Machinery and equipment | | | 3-10 Years | | $ | 12,310 | | $ | 11,883 |
Leasehold improvements | | | 15-39 Years | | | 319 | | | 314 |
Vehicles |
| | 5 Years |
| | 222 |
| | 221 |
Office furniture and fixtures |
| | 3-10 Years |
| | 199 |
| | 199 |
Construction in progress |
| | |
| | 44 |
| | 95 |
Finance leases |
| | |
| | 260 |
| | 285 |
Total property, plant and equipment, gross |
| | | | | 13,354 |
| | 12,997 |
Less accumulated depreciation |
| | | | | (4,422) |
| | (3,901) |
Total property, plant and equipment, net | | | | | $ | 8,932 | | $ | 9,096 |
Depreciation expense was $521 and $483 for the three months ended March 31, 2025 and March 31, 2024, respectively.
Note 4. Goodwill
There were no changes to the goodwill balance as of $12,579 between December 31, 2024 and March 31, 2025.
Note 5. Intangible Assets
Intangible assets consist of customer relationships through the acquisition of Accu-Fab Illinois in 2022 and Accu-Fab North Carolina in 2023, with useful lives of 10 years. The gross value and accumulated amortization of customer relationships amounts to $24,300 and $5,943 at March 31, 2025, and $24,300 and $5,335 at December 31, 2024.
The following table represents the changes to the customer relationship balances between December 31, 2024 and March 31, 2025:
Balance as of December 31, 2024 |
| $ | 18,965 |
Amortization expense |
| | (608) |
Balance as of March 31, 2025 | | $ | 18,357 |
For both the three months ended March 31, 2025 and 2024, amortization expense was $608.
Future amortization expense is expected to be as follows
Year ending December 31, |
| | |
2025 | | $ | 2,430 |
2026 | | $ | 2,430 |
2027 | | $ | 2,430 |
2028 | | $ | 2,430 |
2029 | | $ | 2,430 |
Thereafter | | $ | 6,815 |
Note 6. Leases
The Company has real property operating leases for office and manufacturing space. Operating leases for the Company’s personal property consist of leases for office equipment and storage tanks for bulk gases. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating leases based on the net present value of future minimum lease payments. Lease expense
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for the Company’s operating leases is recognized on a straight-line basis over the lease term, including renewal periods that are considered reasonably certain. The Company has not elected to recognize right-of-use assets or lease liabilities for leases with a term of twelve months or less.
The Company has finance leases for vehicles used throughout its office and manufacturing facilities. The Company recognizes an ROU asset and a lease liability for finance leases based on the net present value of future minimum lease payments. Lease expense for the Company’s finance leases is comprised of the amortization of the ROU asset and interest expense recognized based on the effective interest method.
The components of lease expense were as follows:
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 | | 2024 | ||
Finance lease cost: | | | | | | |
Amortization of finance lease assets | | $ | 25 | | $ | 7 |
Interest on finance lease liabilities | | | 6 | |
| 2 |
Total finance lease expense | | | 31 | | | 9 |
Operating lease expense | | | 385 | | | 385 |
Sublease income | | | (19) | | | (18) |
Total lease expense | | $ | 397 | | $ | 376 |
The lease related supplemental cash flow information is as follows:
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2025 |
| 2024 | ||
Cash paid for amounts included in the measurement of lease liabilities for finance leases: | | | | | | |
Operating cash flows | | $ | 6 | | $ | 2 |
Financing cash flows | | $ | 13 | | $ | 2 |
| | | | | | |
Cash paid for amounts included in the measurement of lease liabilities for operating leases: | | | | | | |
Operating cash flows | | $ | 342 | | $ | 440 |
| |
| | |
| |
Right-of-use assets obtained in exchange for recorded lease obligations: | | | | | | |
Operating leases | | $ | — | | $ | — |
Finance leases | | $ | — | | $ | — |
Note 7. Revenue Recognition
Disaggregated Revenue
The following tables represents a disaggregation of revenue by region of production:
| Three Months Ended | ||||
| March 31, | ||||
Region | 2025 | | 2024 | ||
North Carolina | $ | 10,015 | | $ | 7,818 |
Illinois | | 7,129 | | | 6,973 |
Total | | 17,144 | | | 14,791 |
Intercompany sales elimination | | 858 | | | — |
Total, net sales | $ | 16,286 | | $ | 14,791 |
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Note 8. Concentration of Major Customers
The following customers accounted for 10% or greater of the Company’s recorded net sales or net trade receivables:
| | Net Sales | | | Accounts Receivable | | ||||||
| | Three Months Ended | | | As of | | ||||||
| | March 31, | | | March 31, | | | December 31, | | |||
|
| 2025 |
| | 2024 |
| | 2025 |
| | 2024 |
|
Customer | | | | | | | | | | | | |
A |
| 10.8 | % | | 16 | % | | 14.9 | % | | 19.2 | % |
B |
| 15.7 | % | | 18.8 | % | | 10.7 | % | | 12.8 | % |
C |
| 14.3 | % | | 13.8 | % | | 21.4 | % | | 24.1 | % |
D |
| 7.7 | % | | — | % | | 10.4 | % | | 0.1 | % |
Note 9. Related Party
Certain related party transactions between Accu-Fab LLC and Tide Rock have been included in the Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024.
During the year ended December 31, 2023, the Company issued promissory notes to Tide Rock totaling $6,850. These notes are unsecured and do not bear any interest. The notes are due to mature in 2028. As of March 31, 2025, and December 31, 2024, the balance due was $6,200 and $6,200 respectively.
During the year ended December 31, 2024, the Company received capital loans amounting to $1,215. The company pays monthly interest on the loan. Interest expense on the activity was $38 as of March 31, 2025, and $4 as of December 31, 2024. As of March 31, 2025, the total capital loans balance due was $2,640, which is classified as long-term payables.
Note 10. Subsequent Event
Mayville Engineering Company, Inc. (“MEC”), a leading value-added provider of design, prototyping, and manufacturing solutions serving diverse end markets, announced the completion of the previously announced acquisition of Accu-Fab, LLC (“Accu-Fab”) from Tide Rock, effective July 1, 2025. Under the terms of the agreement, MEC paid total cash consideration of $140.5 million, subject to customary adjustments including a net working capital adjustment. The transaction was funded through availability on MEC’s existing $350 million credit facility. Through the acquisition of Accu-Fab, MEC enhances its strategic position by broadening its customer base and accelerating its entry into the rapidly growing critical power infrastructure and data center end markets. Leveraging MEC’s broader geographic footprint, the combined business platform is well-positioned to meet rising demand within these end markets and significantly expands MEC’s serviceable addressable market.
All notes’ receivables and notes payables were settled between Accu-Fab LLC and Tide Rock before the completion of acquisition by MEC.
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