EX-99.2 4 tmb-20250701xex99d2.htm EX-99.2

Accu-Fab LLC

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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Accu-Fab LLC

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

 

  

 

  

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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