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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2020

 

 

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin   001-38894   39-0944729

(State or other

jurisdiction of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On August 4, 2020, Mayville Engineering Company, Inc. issued a press release announcing its earnings for its second quarter ended June 30, 2020. A copy of such press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (a)

Not applicable.

 

  (b)

Not applicable.

 

  (c)

Not applicable.

 

  (d)

Exhibits. The exhibit listed in the exhibit index below is being furnished herewith.

EXHIBIT INDEX

 

Exhibit
Number
    
99   

Press Release of Mayville Engineering Company, Inc., dated August  4, 2020 regarding financial results for its second quarter ended June 30, 2020.

 

2


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 hereunto duly authorized.

 

    MAYVILLE ENGINEERING COMPANY, INC.

Date: August 4, 2020

    By:  

/s/ Todd M. Butz

     

Todd M. Butz

     

Chief Financial Officer

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Section 2: EX-99 (EX-99)

EX-99

Exhibit 99

 

LOGO

MAYVILLE ENGINEERING COMPANY, INC. ANNOUNCES

SECOND QUARTER 2020 RESULTS

Effectively Managing Cost Structure to Enhance Long-Term Profitability

Mayville, WI/August 4, 2020/Mayville Engineering Company (NYSE: MEC) (the “Company” or “MEC”), a leading U.S.-based value added manufacturing partner that provides a broad range of prototyping and tooling, production fabrication, coating, assembly and aftermarket services, today announced results for the second quarter ended June 30, 2020.

Second Quarter Highlights:

 

 

Produced net sales of $62.6 million

 

 

Recorded a net loss of $7.0 million and Adjusted EBITDA of $2.3 million

 

 

Amended credit agreement to provide increased liquidity and flexibility

 

 

Total net debt of $76.7 million and a debt leverage ratio of 2.4x

 

 

Improved performance profile through facility and process optimization

“Our top-line results reflect the significant disruption we encountered during the quarter associated primarily with customer shutdowns, pandemic related demand changes, and continued destocking,” stated Robert D. Kamphuis, Chairman, President and CEO. “While end markets have started to stabilize, we have improved our near and long term cost structure through facility and process optimization and are actively working with our customers to grow our partnerships while pursuing incremental revenues through a wide range of new customer and market opportunities.”

Second Quarter 2020 Results

Net sales were $62.6 million for the second quarter of 2020 as compared to $145.1 million for the same prior year period. The 57% decline is due to manufacturing volume reductions driven by the COVID-19 pandemic and the continuation of customer destocking activities which were most apparent in the Commercial Vehicle, Agriculture and Construction & Access Equipment end markets served. Despite MEC and its customer base carrying the essential business designation, customer production facilities shut down 5 – 6 weeks on average during the quarter due to the COVID-19 pandemic. As a result, MEC temporarily halted production at some of its facilities. Customer manufacturing facilities gradually reopened toward the end of the quarter, but MEC production volumes remained below pre-pandemic levels as of quarter end. Despite the decline in volumes for the second quarter, all existing customer relationships and manufacturing programs remain intact.

Manufacturing margins marked a loss of $1.2 million for the second quarter of 2020, as compared to a $20.5 million of income for the same prior year period. The decline was primarily driven by the aforementioned lower sales volumes resulting in significant under-absorbed overhead costs, plus one-time costs associated with the consolidation of the Greenwood, SC facility.

Profit sharing, bonuses, and deferred compensation expenses were $1.2 million for the second quarter of 2020, as compared to $22.8 million for the same prior year period which included one-time IPO charges of $20.1 million related to deferred compensation and the long-term incentive plan. Excluding the one-time IPO-related charges, these expenses decreased $1.5 million due to the eliminations of executive bonus and discretionary gain sharing accruals driven by the adverse impacts of COVID-19.


Other selling, general and administrative expenses were $4.6 million for the second quarter of 2020 as compared to $7.5 million for the same prior year period, which includes $2.6 million of one-time IPO and Defiance Metal Products (DMP) acquisition related expenses. Excluding the one-time items, these expenses decreased $0.3 million driven by synergies achieved through the integration of DMP, lower travel expenses in the current period due to COVID-19 restrictions, and other cost saving initiatives.

Interest expense was $0.6 million for the second quarter of 2020, as compared to $2.0 million for the same prior year period. The decrease is due to the company maintaining lower debt levels as compared to 2019 and securing a lower interest rate as a result of the recent Amended and Restated Credit Agreement.

Income tax benefit was $2.5 million for the second quarter of 2020 due to the $9.5 million pretax loss incurred, increasing our federal net operating loss carryforward to approximately $23.6 million. Future pre-tax income will be offset against our federal net operating loss carryforward until fully utilized.

Greenwood, SC Facility Consolidation

The Company’s investments in technology and automation have resulted in a smaller footprint requirement to maintain current manufacturing capacity. During the second quarter, MEC implemented the closure and consolidation of its Greenwood, SC manufacturing facility. All components previously manufactured at the facility will now be produced at five other MEC manufacturing facilities, maintaining overall capacity with a smaller footprint, lower overhead costs and slightly lower working capital requirements. Based on lower manufacturing volumes and customer shutdowns, the second quarter was the optimal timeframe to implement this change. The Company incurred $1.8 million of costs associated with the consolidation during the quarter included in cost of sales, which negatively impact manufacturing margins. The Company expects to incur an additional $0.7 million of costs during the third quarter to finalize the shift in production to other facilities.

Balance Sheet and Liquidity

As previously announced, the Company amended its credit agreement during the quarter, increasing its maximum leverage ratio from 3.25 to 4.25 through the fourth quarter of 2020, adjusting quarterly thereafter until returning to the original 3.25 threshold during the fourth quarter of 2021. The debt capacity and maturity date of the credit facility were unaffected by the amendment. As of June 30, 2020, total net debt was $76.7 million resulting in a leverage ratio of 2.4x as compared to a covenant maximum of 4.25x.

Capital expenditures were $3.7 million during the first half of 2020, as compared to $16.6 million for the same prior year period as the Company completes the investment cycle initiated in 2019 and focuses on leveraging previous investments. Overall, capital expenditures for 2020 are expected to be in the range of $10 to $13 million.

“We are effectively controlling and improving our cost structure and managing through the impacts of the pandemic, ending the second quarter in a strong financial position, which we expect to maintain during 2020,” noted Todd M. Butz, CFO. “The added level of insurance against future macroeconomic events provided by the amendment to our credit facility allows us to remain focused on delivering for our customers.”


Outlook

Based on the ongoing uncertainty of the pandemic and related economic and social impact, and consistent with most of our customers, the Company is not in a position to provide a financial outlook at this time.

Kamphuis explained, “As it stands today, we believe the second quarter will be the low point for the year based on the extended shutdowns and continued de-stocking from many customers. We expect to see a stabilization and then gradual improvement in business conditions during the second half of the year, assuming we don’t see additional extended shutdowns at our customers facilities, and that the economic situation does not deteriorate significantly.”

“We remain focused on the factors within our control, effectively improving our performance profile and providing exceptional value for our customers. Our strong financial standing and market leading position means we are well placed to manage through the pandemic and related economic disruption. We are exploring a wide range of opportunities with both new and existing customers, and see potential for project expansion, takeover business and new prospects in a variety of end markets,” Kamphuis added.

Conference Call

The Company will host a conference call on Wednesday morning August 5th, 2020 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

For a live Internet webcast of the conference call, visit www.mecinc.com and click on the link to the live webcast on the Investors page.

For telephone access to the conference, call (888) 349-0091 within the United States, call (855)-669-9657 within Canada, or +1 (412) 317-0780 from outside the United States and Canada.

Forward Looking Statements

This press-release includes forward-looking statements that reflect plans, estimates and beliefs. Such statements involve risk and uncertainties. Actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors. 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: the negative impacts the coronavirus (COVID-19) have had and will continue to have on our business, financial condition, cash flows and results of operations (including future uncertain impacts); 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; 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 audited consolidated financial statements and to subsequently maintain effective internal control over financial reporting; and other factors described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019, as such were previously supplemented and amended in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and which may be further amended or supplemented by subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission. This discussion should be read in conjunction with our audited consolidated financial statements included in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2019. 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.

About Mayville Engineering Company

Founded in 1945, 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 component. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicle, construction, powersports, agriculture, military and other end markets. Along with process engineering and development services, MEC maintains an extensive manufacturing infrastructure with 20 facilities across eight states. These facilities make it possible to offer conventional and CNC (computer numerical control) stamping, shearing, fiber laser cutting, forming, drilling, tapping, grinding, tube bending, machining, welding, assembly and logistic services. MEC also possesses a broad range of finishing capabilities including shot blasting, e-coating, powder coating, wet spray and military grade chemical agent resistant coating (CARC) painting.

Use of Non-GAAP Financial Measures

This press release contains financial information calculated in a manner other than in accordance with U.S generally accepted accounting principles (“GAAP”).

The non-GAAP measures used in this press release are 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 our initial public offering, the loss on debt extinguishment relating to our December 2018 credit agreement, non-cash purchase accounting charges including costs recognized on the step-up of acquired inventory and contingent consideration fair value adjustments, one-time increases in deferred compensation and long term incentive plan expenses related to the initial public offering, stock-based compensation and restructuring expenses related to the closure of the Greenwood facility. 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 EBIDTA 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.

Please reference our reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to EBITDA and Adjusted EBITDA, and the calculation of EBITDA Margin and Adjusted EBITDA Margin included in this press release.


Mayville Engineering Company, Inc.

Consolidated Balance Sheet

(in thousands, except share amounts)

(unaudited)

 

     June 30,
2020
     December 31,
2019
 

ASSETS

     

Cash and cash equivalents

   $ 120      $ 1  

Receivables, net of allowances for doubtful accounts of $1,117 at June 30, 2020 and $526 at December 31, 2019

     39,632        40,188  

Inventories, net

     40,343        45,692  

Tooling in progress

     3,052        1,589  

Prepaid expenses and other current assets

     3,275        3,007  
  

 

 

    

 

 

 

Total current assets

     86,422        90,477  
  

 

 

    

 

 

 

Property, plant and equipment, net

     115,082        125,063  

Goodwill

     71,535        71,535  

Intangible assets-net

     66,820        72,173  

Capital lease, net

     2,903        3,227  

Other long-term assets

     1,095        1,107  
  

 

 

    

 

 

 

Total

   $ 343,857      $ 363,582  
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Accounts payable

   $ 17,330      $ 32,173  

Current portion of capital lease obligation

     612        598  

Accrued liabilities:

     

Salaries, wages, and payroll taxes

     7,967        5,752  

Profit sharing and bonus

     325        6,229  

Other current liabilities

     4,523        3,439  
  

 

 

    

 

 

 

Total current liabilities

     30,757        48,191  
  

 

 

    

 

 

 

Bank revolving credit notes

     74,472        72,572  

Capital lease obligation, less current maturities

     2,377        2,687  

Deferred compensation and long-term incentive, less current portion

     24,863        24,949  

Deferred income tax liability

     12,294        14,188  

Other long-term liabilities

     100        100  
  

 

 

    

 

 

 

Total liabilities

     144,863        162,687  
  

 

 

    

 

 

 

Common shares, no par value, 75,000,000 authorized, 21,093,035 shares issued at June 30, 2020 and 20,845,693 at December 31, 2019

     —          —    

Additional paid-in-capital

     188,802        183,687  

Retained earnings

     15,126        22,090  

Treasury shares at cost, 1,033,645 shares at June 30, 2020 and 1,213,482 at

December 31, 2019

     (4,934)        (4,882)  
  

 

 

    

 

 

 

Total shareholders’ equity

     198,994        200,895  
  

 

 

    

 

 

 

Total

   $ 343,857      $ 363,582  
  

 

 

    

 

 

 


Mayville Engineering Company, Inc.

Consolidated Statement of Loss

(in thousands, except share amounts and per share data)

(unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2020     2019     2020     2019  

Net sales

   $ 62,582     $ 145,130     $ 171,187     $ 288,862  

Cost of sales

     63,736       124,595       160,497       248,748  

Amortization of intangibles

     2,677       2,677       5,353       5,353  

Profit sharing, bonuses, and deferred compensation

     1,194       22,830       2,519       24,580  

Employee stock ownership plan (income) expense

     (675     1,500       —         3,000  

Other selling, general and administrative expenses

     4,552       7,506       10,153       14,228  

Contingent consideration revaluation

     —         2,674       —         3,544  

Loss from operations

     (8,902     (16,652     (7,335     (10,591

Interest expense

     (637     (1,991     (1,463     (4,824

Loss on extinguishment of debt

     —         (154     —         (154

Loss before taxes

     (9,539     (18,797     (8,798     (15,569

Income tax benefit

     (2,525     (3,513     (1,834     (2,744
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss and comprehensive loss

   $ (7,014   $ (15,284   $ (6,964   $ (12,825
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Net loss available to shareholders

   $ (7,014   $ (15,284   $ (6,964   $ (12,825

Basic and diluted loss per share

   $ (0.35   $ (0.91   $ (0.35   $ (0.85

Basic and diluted weighted average shares outstanding

     19,902,912       16,799,915       19,718,222       15,131,012  

Tax-adjusted pro forma information

        

Net loss available to shareholders

   $ (7,014   $ (15,284   $ (6,964   $ (12,825

Pro forma provision for income taxes

     —         103       —         173  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss

   $ (7,014   $ (15,387   $ (6,964   $ (12,998
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma basic and diluted loss per share

   $ (0.35   $ (0.92   $ (0.35   $ (0.86

Basic and diluted weighted average shares outstanding

     19,902,912       16,799,915       19,718,222       15,131,012  

Weighted average shares give effect to the issuance of a stock dividend of approximately 1,334.34-for-1 related to the IPO.

Tax adjusted pro forma amounts reflect income tax adjustments as if the Company was a taxable entity as of the beginning of 2019 using a 26% effective tax rate.


Mayville Engineering Company, Inc.

Consolidated Statement of Cash Flows

(in thousands)

(unaudited)

 

     Six Months Ended
June 30,
 
     2020     2019  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (6,964   $ (12,825

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation

     11,086       11,002  

Amortization

     5,353       5,353  

Stock-based compensation expense

     2,741       797  

Allowance for doubtful accounts

     591       (33

Inventory excess and obsolescence reserve

     1,413       132  

Costs recognized on step-up of acquired inventory

     —         395  

Contingent consideration revaluation

     —         3,544  

Loss (gain) on disposal of property, plant and equipment

     618       (24

Deferred compensation and long-term incentive

     (86     11,251  

Other non-cash adjustments

     168       191  

Gain on extinguishment or forgiveness of debt

     —         (367

Changes in operating assets and liabilities – net of effects of acquisition:

    

Accounts receivable

     (35     (12,417

Inventories

     3,936       2,296  

Tooling in progress

     (1,463     (221

Prepaids and other current assets

     (222     (1,744

Accounts payable

     (14,356     4,363  

Deferred income taxes

     (1,895     (4,730

Accrued liabilities, excluding long-term incentive

     2,226       (504
  

 

 

   

 

 

 

Net cash provided by operating activities

     3,111       6,459  
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchase of property, plant and equipment

     (3,652     (16,637

Proceeds from sale of property, plant and equipment

     1,766       24  

Acquisitions, net of cash acquired

     —         (2,368
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,886     (18,981
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from bank revolving credit notes

     158,643       223,835  

Payments on bank revolving credit notes

     (156,743     (241,979

Repayments of other long-term debt

     —         (72,446

Deferred financing costs

     (200     —    

Proceeds from IPO, net

     —         101,763  

Purchase of treasury stock

     (2,510     (1,592

Payments on capital leases

     (296     (147
  

 

 

   

 

 

 

Net cash provided (used in) by financing activities

     (1,106     9,434  
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     119       (3,088

Cash and cash equivalents at beginning of period

     1       3,089  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 120     $ 1  
  

 

 

   

 

 

 


Mayville Engineering Company, Inc.

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

(in thousands)

(unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2020     2019     2020     2019  

Net loss

   $ (7,014   $ (15,284   $ (6,964   $ (12,825

Interest expense

     637       1,991       1,463       4,824  

Benefit for income taxes

     (2,525)       (3,513)       (1,834)       (2,744)  

Depreciation and amortization

     8,159       8,704       16,439       16,355  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     (743     (8,102     9,104       5,610  

Loss on the extinguishment of debt

     —         154       —         154  

Costs recognized on step-up of acquired inventory

     —         —         —         395  

Contingent consideration revaluation

     —         2,674       —         3,544  

Deferred compensation expense specific to IPO

     —         10,159       —         10,159  

Long term incentive plan expense specific to IPO

     —         9,921       —         9,921  

Other IPO and DMP acquisition related expenses

     —         2,576       —         4,388  

IPO stock-based compensation expense

     304       421       1,029       421  

Stock based compensation expense

     855       376       1,712       376  

Greenwood restructuring charges

     1,838       —         1,838       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 2,254     $ 18,179     $ 13,683     $ 34,968  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net sales

   $ 62,582     $ 145,130     $ 171,187     $ 288,862  

EBITDA Margin

     -1.2     -5.6     5.3     1.9

Adjusted EBITDA Margin

     3.6     12.5     8.0     12.1
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