What the changes say
- MEC added risks concerning exposure to data center demand through the Accu-Fab acquisition and ESOP qualification compliance.
- Tariff and trade policy impacts were expanded across macroeconomic and international supply risks.
- The revolving credit facility was increased from $250,000,000 to $350,000.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Macroeconomic conditions impacting data center & critical power end-market demand could have a material adverse impact on our business, financial condition, results of operations and cash flows
The acquisition of Accu-Fab, LLC increases exposure to the Data Center and Critical Power end market, making performance dependent on sustained capital investment and regulation in that sector.
- NewRisks Related to Our Business
purchase and maintain the property, plants and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness
Failure of the legacy ESOP to maintain tax-qualified retirement plan status under the Code and ERISA could subject the company to substantial penalties.
Dropped
- DroppedRisks Related to Our Business
cannot assure you that we will realize any or all of the future net sales represented by our awarded business. Any failure to realize these net sales could have a material adverse effect on our business, financial condition, results of operations and cash flows
- DroppedRisks Related to Our Business
Prior to our initial public offering, we were treated as an S Corporation, and claims of taxing authorities related to our prior status as an S Corporation could have an adverse effect on our business, financial condition and results of operations
Reworded
- 87% rewrittenRisks Related to Our Business
We may be unable to realize net sales represented by our awarded business, which could materially and adversely impact our business, financial condition, results of operations and cash flows
Expanded to explicitly state that the company cannot assure the realization of any or all future net sales from awarded business.
- 75% rewrittenRisks Related to Our Business
Macroeconomic conditions could have a material adverse impact on our business, financial condition, cash flows and results of operations
Added trade policy uncertainty, U.S. government tariff implementations, and the Supreme Court decision regarding the International Emergency Economic Powers Act.
- 37% rewrittenRisks Related to Our Indebtedness
Our Amended and Restated Credit Agreement, as amended, restricts our ability and the ability of our subsidiaries to engage in some business and financial transactions
Updated the revolving credit facility size from $250,000,000 to $350,000 and noted an amendment date of June 26, 2025.
Was: Our Amended and Restated Credit Agreement restricts our ability and the ability of our subsidiaries to engage in some business and financial transactions
- 27% rewrittenRisks Related to Our Business
Because our industry is capital intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume
Truncated the closing sentence regarding the potential requirement to reduce capital expenditures or incur additional indebtedness.
- 25% rewrittenRisks Related to Our Business
The impact of foreign trade relations and associated tariffs, as well as our reliance on international suppliers for certain raw materials, could adversely impact our business
Clarified that import tariffs and trade regulations have in the past and could in the future significantly increase prices for raw materials like steel and aluminum.
All 34 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Macroeconomic conditions could have a material adverse impact on our business, financial condition, cash flows and results of operations75% rewritten
- 02We are affected by developments in the industries in which our customers operate
- 03Most of our customers do not commit to long-term production schedules, which makes it difficult for us to schedule production accurately and achieve maximum efficiency of our manufacturing capacity
- 04We may be unable to realize net sales represented by our awarded business, which could materially and adversely impact our business, financial condition, results of operations and cash flows87% rewritten
- 05Failure to compete successfully in our markets could materially adversely affect our business, financial condition, results of operations or prospects
- 06We may not be able to maintain our manufacturing, engineering and technological expertise
- 07We are dependent on a limited number of large customers for current and future net sales. The loss of any of these customers or the loss of market share by these customers could materially adversely affect our business, financial condition, results of operations and cash flows
- 08Entering new markets, either organically or via acquisition, poses new competitive threats and commercial risks
- 09We depend on our key executive officers, managers, and trade-skilled personnel and may have difficulty retaining and recruiting qualified employees. Moreover, we operate in competitive labor markets, which may also impact our ability to hire and retain employees at our facilities
- 10Macroeconomic conditions impacting data center & critical power end-market demand could have a material adverse impact on our business, financial condition, results of operations and cash flowsNew
- 11Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations
- 12Our manufacturing operations are dependent upon third-party suppliers, making us vulnerable to supply shortages
- 13Our growth strategy includes acquisitions, and we may not be able to identify attractive acquisition targets or successfully integrate acquired targets without impacting our business
- 14The impact of foreign trade relations and associated tariffs, as well as our reliance on international suppliers for certain raw materials, could adversely impact our business25% rewritten
- 15Geopolitical and economic developments could adversely affect our business
- 16Increases in the cost of employee benefits could impact our financial results and cash flows
- 17If we fail to develop new and innovative processes or if customers in our market do not accept them, our results would be negatively affected
- 18We are dependent on information technology and our systems and infrastructure face certain risks, including cybersecurity risks and data leakage risks
- 19We may incur additional expenses and delays due to technical problems or other interruptions at our manufacturing facilities
- 20The risks associated with climate change, as well as climate change legislation and regulations, could adversely affect our operations and financial condition
- 21Our manufacturing, painting and coating operations are subject to environmental, health and safety laws and regulations that could result in liabilities to us
- 22If our manufacturing processes do not comply with applicable statutory and regulatory requirements, or if we manufacture components containing manufacturing defects, demand for our capabilities may decline and we may be subject to liability claims
- 23Adverse judgments or settlements in legal disputes, including product liability, intellectual property infringement and other claims, could result in materially adverse monetary damages or injunctive relief and damage our business and/or our reputation
- 24Any failure to protect our customers’ intellectual property that we use in the products we manufacture for them could harm our customer relationships and subject us to liability
- 25Compliance or the failure to comply with regulations and governmental policies could cause us to incur significant expense
- 26Because our industry is capital intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume27% rewritten
- 27purchase and maintain the property, plants and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtednessNew
Risks Related to Our Indebtedness
- 28Our Amended and Restated Credit Agreement, as amended, restricts our ability and the ability of our subsidiaries to engage in some business and financial transactions37% rewritten
- 29We are able to incur additional debt, which could reduce our ability to satisfy our current obligations under our existing indebtedness
Risks Related to Ownership of Our Common Stock
- 30Your ability to influence corporate matters may be limited because the ESOP and our 401(k) plan own a substantial amount of our stock and continue to have significant influence over us, which may limit your ability to influence the outcome of important transactions, including a change in control
- 31The Trustees of the ESOP and the 401(k) Plan may have the power to vote a large block of shares on matters presented to shareholders for approval
- 32The market price of our common stock may be volatile, and you could lose all or part of your investment
- 33We do not expect to declare any dividends in the foreseeable future
- 34Some provisions of Wisconsin law and our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock
Other Mayville Engineering 10-Ks
- FY2024 10-K risk factors34 risks
Customer concentration and lack of long-term purchase commitments dominate MEC's operating risks.
Filed Mar 06, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.