Core Viewpoint - The Shyft Group and Aebi Schmidt Group have announced an all-stock merger to form a leading specialty vehicles company, with Shyft shareholders owning 48% and Aebi Schmidt shareholders owning 52% of the new entity upon closing [1][2]. Group 1: Merger Details - The merger combines Aebi Schmidt's expertise in specialty vehicles with Shyft's manufacturing capabilities, creating a comprehensive suite of offerings for customers [2]. - The new company will derive approximately 75% of its revenues from the North American market, supported by Aebi Schmidt's European operations [3]. - The merger is expected to close by mid-2025, pending regulatory approvals and shareholder consent [7]. Group 2: Financial Projections - Pro forma revenues for 2024 are estimated at $1.95 billion, with adjusted EBITDA exceeding $200 million [5]. - The combined entity anticipates achieving annual cost savings of $20-$25 million and an additional $5 million in adjusted EBITDA from synergies [4]. - Pro forma net debt is projected to be approximately $485 million as of September 30, 2024 [5]. Group 3: Governance and Leadership - Barend Fruithof, Aebi Schmidt's CEO, will lead the new company, with Shyft's chairman James Sharman serving as chairman of the board [6]. - The board will consist of 11 members, including five from Shyft and six from Aebi Schmidt, along with seven independent directors [6]. - Aebi Schmidt's majority shareholder, Peter Spuhler, will own about 35% of the new company [6].

Core Viewpoint - Monteverde & Associates PC is investigating Shyft Group, Inc. regarding its proposed merger with Aebi Schmidt Group, where Shyft shareholders will own 48% of the combined entity and Aebi Schmidt shareholders will own 52% [1]. Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1]. - The firm is headquartered in the Empire State Building, New York City [1]. - The investigation pertains to the merger agreement between Shyft Group, Inc. and Aebi Schmidt Group [1].

Merger Overview - The Shyft Group and Aebi Schmidt Group announced a definitive agreement to combine in an all-stock merger, creating a leading specialty vehicles company [1] - The combined company is expected to generate 2024 pro forma revenue of approximately $1.95 billion and adjusted EBITDA of over $200 million, including synergies [1] - The transaction is expected to be EPS accretive in Year 1 and generate ROIC greater than the cost of capital by Year 3 post-close [1] Strategic Rationale - The merger combines Aebi Schmidt's specialty vehicle products and services with Shyft's manufacturing and upfit capabilities, creating a full-suite of offerings for customers [2] - The combined company will benefit from a scaled platform in the attractive North American market, representing approximately 75% of revenue, complemented by a strong European presence [4] - The merger brings together two highly complementary product suites, enhancing the ability to serve customers and drive outsized growth [4] Financial Benefits - The combined company expects to generate $20 to $25 million in annual run-rate cost synergies and an additional $5 million in adjusted EBITDA from near-term revenue synergies [4][5] - The transaction is expected to be accretive to EPS and generate ROIC above WACC by the first and third years post-close, respectively [5] - Pro forma net debt is expected to be approximately $485 million as of September 30, 2024 [5] Management and Governance - Barend Fruithof, current CEO of Aebi Schmidt, will serve as CEO of the combined company, while James Sharman, current Chairman of Shyft, will serve as Chairman [1][5] - The Board of Directors will consist of 11 directors, with five nominated by Shyft and six by Aebi Schmidt, seven of whom will be independent [6] - Aebi Schmidt majority shareholder Peter Spuhler will own approximately 35% of the combined company post-transaction [6] Transaction Details - The transaction is expected to close by mid-2025, subject to customary closing conditions and regulatory approvals [8] - The combined company will trade on NASDAQ and will be a Swiss-domiciled stock corporation with a strong presence in the US [7] - Shyft and Aebi Schmidt have secured fully-committed financing for the transaction [8] Company Backgrounds - The Shyft Group is a North American leader in specialty vehicle manufacturing, assembly, and upfit, with 2023 sales of $872 million and approximately 3,000 employees [12] - Aebi Schmidt Group is a global provider of smart solutions for clean and safe transportation surfaces, with 2023 net revenue of EUR 935 million and approximately 3,000 employees [13]

NOVI, Mich., Nov. 21, 2024 /PRNewswire/ -- The Shyft Group, Inc. (NASDAQ: SHYF) ("Shyft" or the "Company"), the North American leader in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets, today announced that Jon Douyard has resigned as Chief Financial Officer to pursue another professional opportunity outside the industry. He will continue to serve as CFO until December 31, 2024 to ensure a smooth transition."On behalf of our employees, e ...

Group 1 - The Shyft Group (SHYF) has shown strong year-to-date performance, returning 7% while the Auto-Tires-Trucks sector has returned an average of -6.8% [4] - The Zacks Consensus Estimate for SHYF's full-year earnings has increased by 6.9% over the past quarter, indicating improved analyst sentiment and a stronger earnings outlook [4] - The Shyft Group is ranked 15 in the Zacks Sector Rank among 102 companies in the Auto-Tires-Trucks group [2] Group 2 - The Shyft Group is part of the Automotive - Original Equipment industry, which consists of 51 companies and has an average loss of 25.1% this year, highlighting SHYF's relative outperformance [6] - Tesla (TSLA) is another notable stock in the Auto-Tires-Trucks sector, with a year-to-date return of 4.4% and a consensus EPS estimate increase of 12.4% over the past three months [5][6] - The Automotive - Domestic industry, to which Tesla belongs, is currently ranked 183 and has experienced a year-to-date decline of -4.1% [6]

NOVI, Mich., Oct. 28, 2024 /PRNewswire/ -- The Shyft Group, Inc. (NASDAQ: SHYF), the North American leader in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets, today announced strategic partnerships with Allegiance Trucks, LLC, and Ascendance Trucks, LLC, to establish dealer sales and service for the Blue Arc™ Class 4 all-electric truck. These agreements expand Blue Arc's dealer network in the Northeast region, enhancing its reach and acc ...

The Shyft Group (SHYF) came out with quarterly earnings of $0.18 per share, beating the Zacks Consensus Estimate of $0.13 per share. This compares to earnings of $0.19 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 38.46%. A quarter ago, it was expected that this maker of chassis for Last Mile Delivery, RVs and other vehicles would post earnings of $0.12 per share when it actually produced earnings of $0.16, delivering a surp ...

Financial Performance - Sales for Q3 2024 were $194.1 million, a decrease of 3.6% from $201.3 million in Q3 2023[59] - Gross margin improved to 20.4% in Q3 2024, compared to 18.3% in Q3 2023[59] - Operating income for Q3 2024 was $5.3 million, up from $4.1 million in Q3 2023[59] - Net income decreased to $3.1 million in Q3 2024 from $4.5 million in Q3 2023, with diluted earnings per share at $0.09 compared to $0.13[59][71] - Consolidated sales for the first nine months of 2024 were $584.7 million, a decrease of 12.7% from $669.9 million in the same period of 2023[72] - Net income for the first nine months of 2024 was $0.6 million, a decrease of $10.3 million from $10.9 million in the same period of 2023[78] - Adjusted EBITDA for Q3 2024 increased to $14.3 million, up from $11.0 million in Q3 2023[72] - Adjusted EBITDA for the first nine months of 2024 was $32.9 million, down $4.7 million from $37.6 million in the first nine months of 2023[79] Order Backlog and Sales Segments - Order backlog was $345.4 million as of September 30, 2024, a decrease of 25.6% from $464.4 million a year earlier[59] - Consolidated order backlog as of September 30, 2024, totaled $345.4 million, a decrease of $119.0 million or 25.6% compared to $464.4 million at the same date in 2023[80] - Fleet Vehicles and Services segment sales for the first nine months of 2024 were $323.5 million, a decrease of $99.2 million or 23.5% from $422.7 million in the first nine months of 2023[91] - Specialty Vehicles segment sales for the first nine months of 2024 were $260.4 million, an increase of $9.0 million or 3.6% from $251.4 million in the first nine months of 2023[95] Cash Flow and Investments - Cash and cash equivalents increased by $11.5 million to $21.4 million as of September 30, 2024[98] - Cash generated from operating activities during the first nine months of 2024 was $17.2 million, a decrease of $27.6 million from $44.8 million in the same period of 2023[98] - Cash used in investing activities increased by $43.5 million to $60.0 million for the nine months ended September 30, 2024, primarily due to a $48.1 million increase related to the acquisition of ITU[99] - Cash generated from financing activities increased by $84.2 million to $54.3 million for the nine months ended September 30, 2024, driven by $35.0 million in increased proceeds from long-term debt[100] Debt and Credit Facilities - The company has $110.0 million outstanding debt under its revolving credit facility as of September 30, 2024, with a potential increase in interest expense of $1.1 million for a 100 basis point rise in interest rates[111] - The revolving credit facility was reduced from $400.0 million to $300.0 million, with a maturity date of November 30, 2026[102] - Available borrowings under the Credit Agreement were $34.1 million as of September 30, 2024, down from $83.2 million at December 31, 2023[105] - The company reported compliance with all financial covenants in its Credit Agreement as of September 30, 2024[105] Acquisitions and Operations - The company acquired Independent Truck Upfitters for $50.9 million, enhancing service body product offerings and upfit capabilities[59] - The company is currently integrating operations following the acquisition of Independent Truck Upfitters (ITU) on July 24, 2024[116] Research and Development - Research and development expenses for Q3 2024 were $4.2 million, down from $5.2 million in Q3 2023, reflecting a shift towards production readiness for electric vehicle initiatives[68] Tax and Compliance - The effective tax rate for the first nine months of 2024 was 50.3%, compared to (9.7%) for the same period in 2023[77] Other Financial Metrics - Adjusted EBITDA in the Fleet Vehicles and Services segment for the first nine months of 2024 was $19.1 million, down $13.8 million from $32.9 million in the first nine months of 2023[92] - Adjusted EBITDA for the Specialty Vehicles segment for the first nine months of 2024 was $50.7 million, an increase of $3.5 million from $47.2 million in the first nine months of 2023[96] - The company has outstanding letters of credit totaling $1.9 million related to workers' compensation insurance as of September 30, 2024[104] - The company does not enter into derivative instruments to manage exposure to fluctuations in steel and aluminum prices, relying instead on pre-buys and active supply sourcing[112] - The company declared dividends of $0.05 per share on multiple occasions in 2024 and 2023, maintaining a consistent dividend policy[108]

[Performance Highlights and Outlook](index=1&type=section&id=Performance%20Highlights%20and%20Outlook) Q3 2024 saw decreased sales but improved margins and Adjusted EBITDA, with EV production commencing and full-year outlook maintained [Third Quarter 2024 Financial Highlights](index=1&type=section&id=Third%20Quarter%202024%20Financial%20Highlights) Q3 2024 sales fell 3.6% to $194.1 million, yet gross margin expanded by 210 bps and Adjusted EBITDA grew 30% | Financial Metric | Q3 2024 (Millions USD) | Q3 2023 (Millions USD) | Change | | :--- | :--- | :--- | :--- | | Sales | $194.1 | $201.3 | -3.6% | | Gross Margin | 20.4% | 18.3% | +210 bps | | Net Income | $3.1 | $4.5 | -31.1% | | Adjusted EBITDA | $14.3 | $11.0 | +30.0% | | Diluted EPS | $0.09 | $0.13 | -30.8% | | Adjusted EPS | $0.18 | $0.19 | -5.3% | | Consolidated Backlog | $345.4 | $464.4 | -25.6% | - The company's Blue Arc Class 4 electric vehicle is now in production, with the first customer deliveries anticipated in the fourth quarter of 2024[1](index=1&type=chunk) - Q3 2024 Adjusted EBITDA results included **$6.1 million** of EV program-related costs, compared to **$7.6 million** in the prior year's quarter[2](index=2&type=chunk) [2024 Financial Outlook](index=1&type=section&id=2024%20Financial%20Outlook) The company maintained its full-year 2024 Adjusted EBITDA outlook of $45-$50 million, with sales projected at $800 million | Full-Year 2024 Outlook | Value (Millions USD) | | :--- | :--- | | Sales | ~$800 | | Adjusted EBITDA | $45 - $50 | | EV Spending (included in Adj. EBITDA) | $20 - $25 | | Net Income | $2.6 - $6.9 | | Earnings per Share (EPS) | $0.07 - $0.20 | | Adjusted EPS | $0.35 - $0.50 | | Capital Expenditures | $15 - $20 | | Free Cash Flow | ~$30 | - The company's balance sheet remains solid with a net leverage of **2.2x**, which was better than expected for Q3, with further improvement anticipated in Q4, providing flexibility for future capital investments[3](index=3&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) Total assets increased to $569.4 million, with a decline in operating cash flow despite improved gross profit [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $569.4 million, driven by higher cash and goodwill, alongside a rise in total liabilities | Balance Sheet Item | Sept 30, 2024 (Thousands USD) | Dec 31, 2023 (Thousands USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $21,440 | $9,957 | | Total current assets | $299,819 | $286,928 | | Total assets | $569,434 | $530,049 | | Long-term debt, less current portion | $110,234 | $50,144 | | Total liabilities | $316,771 | $277,883 | | Total shareholders' equity | $252,663 | $252,166 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q3 2024 sales decreased to $194.1 million, but gross profit improved, while net income declined to $3.1 million | Income Statement | Q3 2024 (Thousands USD) | Q3 2023 (Thousands USD) | Nine Months 2024 (Thousands USD) | Nine Months 2023 (Thousands USD) | | :--- | :--- | :--- | :--- | :--- | | Sales | $194,075 | $201,325 | $584,744 | $669,865 | | Gross Profit | $39,607 | $36,768 | $114,256 | $122,446 | | Operating Income | $5,329 | $4,124 | $7,127 | $14,404 | | Net Income | $3,123 | $4,518 | $618 | $10,881 | | Diluted EPS | $0.09 | $0.13 | $0.02 | $0.31 | [Consolidated Statements of Cash Flows](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to $17.2 million, while investing activities increased due to acquisitions | Cash Flow | Nine Months Ended Sept 30, 2024 (Thousands USD) | Nine Months Ended Sept 30, 2023 (Thousands USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $17,216 | $44,818 | | Net cash used in investing activities | ($60,022) | ($16,543) | | Net cash provided by (used in) financing activities | $54,289 | ($29,947) | | Net increase (decrease) in cash | $11,483 | ($1,672) | | Cash and cash equivalents at end of period | $21,440 | $9,876 | [Segment Performance and Backlog](index=6&type=section&id=Segment%20Performance%20and%20Backlog) Q3 2024 saw mixed segment performance with declining backlog, as Fleet Vehicles sales decreased while Specialty Vehicles sales grew [Sales and Adjusted EBITDA by Business Segment](index=6&type=section&id=Sales%20and%20Adjusted%20EBITDA%20by%20Business%20Segment) Fleet Vehicles sales declined but Adjusted EBITDA improved, while Specialty Vehicles sales grew with stable Adjusted EBITDA | Q3 Performance by Segment | Q3 2024 (Thousands USD) | Q3 2023 (Thousands USD) | | :--- | :--- | :--- | | **Fleet Vehicles and Services** | | | | Total Sales | $105,860 | $124,259 | | Adjusted EBITDA | $9,828 | $7,977 | | **Specialty Vehicles** | | | | Total Sales | $87,365 | $76,622 | | Adjusted EBITDA | $16,146 | $15,988 | [Consolidated Backlog](index=7&type=section&id=Consolidated%20Backlog) Total backlog decreased by **25.6%** to **$345.4 million** as of September 30, 2024, primarily due to a decline in the Fleet Vehicles and Services segment | Period End Backlog | Sept 30, 2024 (Thousands USD) | Sept 30, 2023 (Thousands USD) | | :--- | :--- | :--- | | Fleet Vehicles and Services | $267,952 | $383,448 | | Specialty Vehicles | $77,456 | $80,983 | | **Total Backlog** | **$345,408** | **$464,431** | - The reported consolidated backlog does not include any order activity for the Blue Arc EV products[4](index=4&type=chunk) [Reconciliation of Non-GAAP Financial Measures](index=7&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) The company reconciles non-GAAP measures like Adjusted EBITDA and free cash flow to GAAP equivalents for Q3 2024 and the full-year outlook - The company uses non-GAAP measures such as Adjusted EBITDA, adjusted net income, adjusted EPS, and free cash flow to supplement its GAAP results, believing these measures provide a better understanding of ongoing operations by excluding items not representative of continuing performance, such as restructuring charges and acquisition-related expenses[14](index=14&type=chunk)[15](index=15&type=chunk) [Q3 2024 Reconciliation](index=8&type=section&id=Q3%202024%20Reconciliation) Q3 2024 GAAP Net Income of $3.1 million was reconciled to an Adjusted EBITDA of $14.3 million, with key adjustments | Reconciliation to Adjusted EBITDA (Q3) | 2024 (Thousands USD) | 2023 (Thousands USD) | | :--- | :--- | :--- | | Net income | $3,123 | $4,518 | | Depreciation and amortization | $5,278 | $4,310 | | Income tax (benefit) | ($48) | ($1,951) | | Interest expense | $2,392 | $1,572 | | **EBITDA** | **$10,745** | **$8,449** | | Non-cash stock-based compensation | $2,188 | $2,097 | | Acquisition related expenses | $1,225 | $149 | | Other adjustments | $186 | $293 | | **Adjusted EBITDA** | **$14,344** | **$10,988** | [Free Cash Flow and Outlook Reconciliation](index=9&type=section&id=Free%20Cash%20Flow%20and%20Outlook%20Reconciliation) Free cash flow for the first nine months of 2024 was $5.8 million, and the full-year outlook reconciles net income to Adjusted EBITDA | Free Cash Flow (Nine Months Ended) | 2024 (Thousands USD) | 2023 (Thousands USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $17,216 | $44,818 | | Purchases of property, plant and equipment | ($11,482) | ($16,143) | | Proceeds from sale of property, plant and equipment | $91 | $100 | | **Free cash flow** | **$5,825** | **$28,775** | | FY 2024 Outlook Reconciliation (Midpoint) | Value (Thousands USD) | | :--- | :--- | | Income from continuing operations | $4,750 | | Depreciation and amortization | $20,450 | | Interest expense | $8,400 | | Taxes | $1,195 | | **EBITDA** | **$34,795** | | Non-cash stock-based compensation and other | $12,705 | | **Adjusted EBITDA** | **$47,500** |

Core Insights - The Shyft Group reported a gross margin expansion to 20.4%, an increase of 210 basis points year-over-year, indicating improved profitability [1] - The company has commenced production of the Blue Arc Class 4 vehicle, with initial customer deliveries anticipated in the fourth quarter of 2024 [1] - The full-year 2024 adjusted EBITDA outlook is maintained at $45 to $50 million, with expectations for significant profit growth in 2025 [1][3] Financial Performance - For Q3 2024, sales were $194.1 million, a decrease of $7.2 million or 3.6% from $201.3 million in Q3 2023 [2] - Net income for Q3 2024 was $3.1 million, or $0.09 per share, compared to $4.5 million, or $0.13 per share in Q3 2023, which included a tax benefit of $2.0 million [2][7] - Adjusted EBITDA for Q3 2024 was $14.3 million, or 7.4% of sales, an increase of $3.3 million from $11.0 million, or 5.5% of sales in the prior year [2][7] Strategic Initiatives - The company is integrating Independent Truck Upfitters and expects to enhance its balance sheet and liquidity as it enters 2025 [3] - The consolidated backlog as of September 30, 2024, was $345.4 million, down $119.0 million or 25.6% from $464.4 million a year earlier [2][9] 2024 Financial Outlook - The company anticipates full-year 2024 sales of approximately $800 million, assuming no revenue from Blue Arc EV [3] - Expected adjusted EBITDA for 2024 is $45 to $50 million, which includes $20 to $25 million in EV-related spending [3] - Projected net income for 2024 is between $2.6 million and $6.9 million, with earnings per share expected to range from $0.07 to $0.20 [3][17]