Company Overview - The merger between Shyft Group, Inc. and Aebi Schmidt Holding AG has been completed, resulting in the formation of Aebi Schmidt Group, a leader in the specialty vehicles sector [1][2] - The combined company reported a pro forma revenue of $1.9 billion and adjusted EBITDA of $148 million for 2024 [4] Leadership and Governance - Barend Fruithof has been appointed as the Group Chief Executive Officer, while James Sharman serves as the Chairman of the Board of Directors [5] - The leadership team combines expertise from both legacy organizations to ensure effective integration and performance [5] Market Position and Strategy - Aebi Schmidt Group is positioned as a differentiated global leader with expanded reach across North America and Europe, complemented by enhanced operational capabilities [2][3] - The merger aims to accelerate innovation and enhance global market leadership, focusing on delivering customer-driven solutions [3] Stock and Trading Information - Shares of Aebi Schmidt Group are set to begin trading on NASDAQ under the ticker symbols "AEBIV" on a "when-issued" basis and "AEBI" on a "regular-way" basis starting July 1 and July 2, 2025, respectively [2] - Shyft's common stock has been delisted from NASDAQ as part of the merger process [6][7]

Financial Data and Key Metrics Changes - The company reported sales of $204.6 million for Q1 2025, a 3% increase from $197.9 million in the prior year [15] - Adjusted EBITDA for the quarter was $12.3 million, representing 6% of sales, up from $6.1 million or 3.1% of sales in Q1 2024 [16] - GAAP net loss was $1.4 million or negative $0.04 per share, compared to a net loss of $4.7 million or negative $0.14 per share in the previous year [15][16] Business Line Data and Key Metrics Changes - Fleet Vehicles and Services segment achieved sales of $96.1 million, down 11% from $107.8 million a year ago, reflecting softness in parcel end markets [17] - Specialty Vehicles segment delivered sales of $82.2 million, a 9% decrease from $90.1 million in the prior year, with adjusted EBITDA margins remaining in the high teens [18] Market Data and Key Metrics Changes - The FES backlog was $245.3 million at quarter end, down 31% versus the prior year and flat compared to year-end 2024 [18] - Specialty Vehicles backlog was $90 million at quarter end, up 8% versus the prior year and up 31% versus year-end, driven primarily by high content service truck bodies [19] Company Strategy and Development Direction - The company is focused on customer-centric innovation and expanding its product portfolio, particularly in electric vehicles and service trucks [6][10] - The proposed merger with Abbe Schmidt is expected to create a leading global force in the specialty vehicles industry, driving growth in high-margin markets [23][24] Management's Comments on Operating Environment and Future Outlook - Management remains cautious about the timing of recovery in the parcel and motorhome markets but expects approximately 70% of full-year adjusted EBITDA to be delivered in the second half of the year [21] - The company is affirming its 2025 outlook with sales projected between $870 million to $970 million and adjusted EBITDA of $62 million to $72 million [20][21] Other Important Information - The company incurred $2.2 million in transaction costs related to the proposed merger with Abbe Schmidt [16] - The merger is anticipated to be approved in a special meeting of shareholders in mid-2025 [24] Q&A Session Summary Question: Update on BlueArc vehicle orders and revenue - Management confirmed that the order for 150 vehicles for FedEx is in process, with some revenue carryover expected into Q2 [29] Question: Impact of tariffs on guidance - Management stated that they are closely monitoring tariffs and have implemented pricing strategies to mitigate risks, which is reflected in their unchanged guidance [31][34] Question: Trends in Abbe Schmidt's business - Management refrained from commenting on Abbe Schmidt's financials as the S-four filing is still with the SEC [37] Question: Customer order timing related to tariffs - Management indicated that there was no significant pull-forward of orders due to tariff concerns [41] Question: Outlook for parcel and final mile vehicles - Management noted an increase in quoting activity from parcel customers, suggesting a potentially better second half of the year [43] Question: Update on battery supply chain - Management expressed confidence in the battery supply chain, stating that performance is meeting expectations and there are no issues in the field [49]

The registration statement includes combined company pro forma U.S. GAAP revenues of $1.9 billion and adjusted EBITDA of $148 million in 2024 Upon the closing of the proposed merger, the combined company will be named "Aebi Schmidt Group" and listed and traded on Nasdaq under the symbol "AEBI" NOVI, Mich., April 4, 2025 /PRNewswire/ -- The Shyft Group, Inc. (NASDAQ: SHYF) ("Shyft"), the North American leader in specialty vehicle manufacturing, assembly and upfit for the commercial, retail and service spec ...