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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): February 24, 2022

 

THE SHYFT GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Michigan (State or Other Jurisdiction of Incorporation)	001-33582 (Commission File No.)	38-2078923 (IRS Employer Identification No.)
	41280 Bridge Street, Novi, Michigan (Address of Principal Executive Offices)	48375 (Zip Code)

 

517-543-6400

(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 Section 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	SHYF	NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

 

 

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Item 2.02     Results of Operations and Financial Condition

 

On February 24, 2022, The Shyft Group, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2021, along with an accompanying investor presentation. Copies of the press release and investor presentation are attached to this Current Report as Exhibits 99.1 and 99.2.

 

The information in this Item 2.02 and the attached Exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01     Financial Statements and Exhibits

 

(d) Exhibits

 

99.1     Press Release dated February 24, 2022 regarding the financial results for the quarter and year ended December 31, 2021.

 

99.2     Investor presentation dated February 24, 2022 regarding the financial results for the quarter and year ended December 31, 2021.

 

104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

 

	THE SHYFT GROUP, INC.
Dated: February 24, 2022	By:	/s/ Jonathan C. Douyard
		Jonathan C. Douyard
		Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

The Shyft Group Reports Fourth Quarter and Full-Year 2021 Results

 

Posts Record Full Year EPS of $1.91; Adjusted EPS of $2.08 on Sales of $992 Million

 

 

NOVI, Mich., February 24, 2022 – 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 reported operating results for the fourth quarter and full-year periods ending December 31, 2021.

 

Full-Year 2021 Highlights from Continuing Operations¹

 

For the full-year 2021 compared to the full-year 2020:

 

●	Sales of $991.8 million, an increase of $315.8 million, or 46.7%, from $676.0 million.

 

●	Gross margin of 20.1% of sales compared to 21.6%, reflecting higher material and labor costs and unfavorable product mix.

 

●	Income from continuing operations of $70.0 million, or $1.91 per share, compared to $38.3 million, or $1.05 per share. The current year results reflect an income tax rate of 17.0%, favorably impacted by credits earned in amended prior year tax returns.

 

●	Adjusted EBITDA of $108.1 million, or 10.9% of sales, an increase of $31.8 million, or 41.5%, from $76.3 million, or 11.3% of sales. The current year results include $6.5 million, or 66 basis points, in EV chassis development costs.

 

●	Adjusted net income of $75.0 million, or $2.08 per share, an increase of $26.8 million, or 55.5%, from $48.2 million, or $1.34 per share.

 

●	Generated $74.0 million of cash from operating activities, an increase of $9.7 million, or 15.0% from $64.3 million and reduced revolver debt from $22.4 million to zero.

 

●	Consolidated backlog at December 31, 2021, totaled $963.6 million, up $484.9 million, or 101.3%, compared to $478.7 million at December 31, 2020.

 

●	Increased borrowing capacity to $400 million under a new five-year secured revolving credit facility, including an incremental $200 million facility if needed.

 

●	Subsequent to December 31, 2021, repurchased 408,994 shares at an average price of $46.14 per share, or $18.9 million in the aggregate. Additionally, as previously announced, the Board of Directors approved a new authorization to repurchase up to $250 million of SHYF common stock.

 

●	Doubled the quarterly dividend to $0.05 per share from $0.025, beginning with the first quarter of 2022.

 

 

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¹ The Company divested its Emergency Response (ER) business effective February 1, 2020.  Accordingly, the financial results of ER have been classified as discontinued operations for all periods presented. Unless otherwise noted, financial results presented are based on continuing operations. 

 

 

Fourth Quarter 2021 Highlights from Continuing Operations

 

For the fourth quarter of 2021 compared to the fourth quarter of 2020:

 

●	Sales of $277.3 million, an increase of $105.7 million, or 61.6%, from $171.6 million.

 

●	Gross margin of 18.5% of sales compared to 20.5% of sales, reflecting the impact of product mix, higher material and labor costs partially offset by pricing actions.

 

●	Income from continuing operations of $20.5 million, or $0.56 per share, compared to $8.3 million, or $0.22 per share.

 

●	Adjusted EBITDA of $26.6 million, or 9.6% of sales, from $16.0 million, or 9.3% of sales. The fourth quarter 2021 results include $4.0 million, or 144 basis points, in EV chassis development costs.

 

●	Adjusted net income of $20.2 million, or $0.56 per share, compared to $10.1 million, or $0.27 per share.

 

“The fourth quarter capped off one of the most remarkable years at The Shyft Group, a year of record financial results and strong returns for our shareholders,” said Daryl Adams, President and Chief Executive Officer.  “Our team’s perseverance as we navigated against industry-wide challenges, customer-focused solutions and dedication to the safety and development of our team are what made the difference in our performance and position us for even greater success in the coming year.” 

 

Full-Year 2021 Segment Results from Continuing Operations²

 

For the full-year 2021 compared to the full-year 2020.

 

Fleet Vehicles and Services (FVS)

 

FVS segment sales totaled $659.4 million, an increase of 42.3% from $463.5 million, reflecting strong sales driven by demand for the Velocity walk-in van.

 

Adjusted EBITDA increased $25.3 million to $108.6 million, or 16.5% of sales, from $83.3 million, or 18.0% of sales, a year ago. The increase was primarily due to higher sales volumes, productivity and cost reductions, offset by higher material and labor costs, unfavorable pricing and mix, and Velocity development.

 

The segment backlog at December 31, 2021, totaled a record $859.4 million, up 103.9%, compared to $421.5 million at December 31, 2020. On a sequential basis, backlog increased $109.7 million, or 14.6% from $749.7 million in the third quarter of 2021.

 

Specialty Vehicles (SV)

 

SV segment sales were $332.4 million, an increase of 56.4% from $212.5 million, led by strong growth in luxury motor coach chassis sales and service bodies, as well as favorable pricing realization.

 

Adjusted EBITDA was $32.7 million, or 9.8% of sales, compared to $20.9 million, or 9.8% of sales, a year ago. The increase was due to higher sales volumes, favorable mix and pricing actions, partially offset by higher material and labor costs.

 

The segment backlog at December 31, 2021, totaled $104.1 million, up 82.3% compared to $57.1 million at December 31, 2020. On a sequential basis, backlog increased $1.3 million, or 1.3% from $102.8 million in the third quarter of 2021.

 

 

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² As of October 1, 2021, the composition of both reportable segments changed due to an internal reorganization as certain businesses previously managed and reported within FVS are now a part of SV. Corresponding items of segment information for earlier periods have been recast. 

 

 

Liquidity Update

 

The company strengthened its access to capital during the quarter by amending its revolving credit facility and increasing its borrowing capacity to $400 million, with a $200 million incremental facility. Total liquidity at December 31, 2021 was $414 million, including $37 million of cash and zero revolving debt. The leverage ratio currently stands at 0.1 times adjusted EBITDA and leaves the Company in a solid position to continue to pursue strategic opportunities.

 

2022 Outlook

 

“The Company remains committed to maximizing performance and returning value to its shareholders, most recently through the doubling of its quarterly cash dividend and $250 million share repurchase authorization, “said Jon Douyard, Chief Financial Officer. “As we look to 2022, we expect supply chain challenges to continue during the first half of the year and we remain cautious regarding our near-term outlook, particularly as it pertains to first quarter. However, with ongoing strength in demand, we will continue to invest in growth and are positioned to deliver another outstanding year for The Shyft Group.”

 

The Company’s 2022 guidance, notwithstanding further supply chain related deterioration, is as follows:

 

 

Assumes weighted average diluted shares outstanding of approximately 36.1 million and approximately $35 million for capital expenditures, including a $10 - $15 million investment in EV development.

 

“While we enjoyed the success of the past year, we remain driven to grow in our core business, as well as expand in the electric vehicle space,” said Adams. “The combination of our existing team and infrastructure, our rich 50-year heritage in both chassis production and last mile delivery, and sustainable innovation driven by our deep hands-on knowledge of fleet owner and driver expectations will undoubtedly enable a market leading position for The Shyft Group in the years ahead.”

 

Conference Call, Webcast, Investor Presentation and Investor Information

The Shyft Group will host a conference call for analysts and portfolio managers at 10 a.m. EST today to discuss these results and current business trends. The conference call and webcast will be available via:

 

Webcast: www.TheShyftGroup.com/investor-relations/webcasts

Conference Call: 1-877-317-6789 (domestic) or 412-317-6789 (international); passcode: 10155597

 

For more information about The Shyft Group, please visit www.TheShyftGroup.com.

 

 

About The Shyft Group

The Shyft Group is the North American leader in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets. Our customers include first-to-last mile delivery companies across vocations, federal, state, and local government entities; the trades; and utility and infrastructure segments. The Shyft Group is organized into two core business units: Shyft Fleet Vehicles & Services™ and Shyft Specialty Vehicles™. Today, its family of brands include Utilimaster®, Royal Truck Body™, DuraMag® and Magnum®, Strobes-R-Us™, Spartan RV Chassis™, Builtmore Contract Manufacturing™, and corresponding aftermarket provisions. The Shyft Group and its go-to-market brands are well known in their respective industries for quality, durability, and first-to-market innovation. The Company employs approximately 3,800 employees and contractors across campuses, and operates facilities in Michigan, Indiana, Maine, Pennsylvania, South Carolina, Florida, Missouri, California, Arizona, Texas, and Saltillo, Mexico. The Company reported sales of $992 million in 2021. Learn more about The Shyft Group at www.TheShyftGroup.com.

 

This release contains several forward-looking statements that are not historical facts, including statements concerning our business, strategic position, financial projections, financial strength, future plans, objectives, and the performance of our products and operations. These statements can be identified by words such as "believe," "expect," "intend," "potential," "future," "may," "will," "should," and similar expressions regarding future expectations. Furthermore, statements contained in this document relating to the global outbreak of the novel coronavirus disease (COVID-19), the impact of which remains inherently uncertain on our financial results, are forward-looking statements. These forward-looking statements involve various known and unknown risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, and likelihood. Therefore, actual performance and results may materially differ from what may be expressed or forecasted in such forward-looking statements. Factors that could contribute to these differences include future developments relating to the COVID-19 pandemic, including governmental responses, supply chain shortages, and potential labor issues; operational and other complications that may arise affecting the implementation of our plans and business objectives; continued pressures caused by economic conditions including weaknesses resulting from the COVID-19 pandemic; challenges that may arise in connection with the integration of new businesses or assets we acquire or the disposition of assets; restructuring of our operations, and/or our expansion into new geographic markets; issues unique to government contracting, such as competitive bidding processes, qualification requirements, and delays or changes in funding; disruptions within our dealer network; changes in our relationships with major customers, suppliers, or other business partners; changes in the demand or supply of products within our markets or raw materials needed to manufacture those products; and changes in laws and regulations affecting our business. Other factors that could affect outcomes are set forth in our Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission (SEC), which are available at www.sec.gov or our website. All forward-looking statements in this release are qualified by this paragraph. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to publicly update or revise any forward-looking statements in this release, whether as a result of new information, future events, or otherwise.

 

CONTACT:

 

Juris Pagrabs Group Treasurer The Shyft Group (517) 997-3862

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except par value)

(Unaudited)

 

		December 31,				December 31,
		2021				2020
ASSETS
Current assets:
Cash and cash equivalents		$	37,158			$	20,995
Accounts receivable, less allowance of $187 and $116			87,262				64,695
Contract assets			21,483				9,414
Inventories			67,184				46,428
Other receivables - chassis pool agreements			9,926				6,503
Other current assets			10,813				8,172
Total current assets			233,826				156,207
Property, plant and equipment, net			61,057				45,734
Right of use assets – operating leases			43,316				43,430
Goodwill			48,880				49,481
Intangible assets, net			52,981				56,386
Other assets			2,927				2,052
Net deferred tax asset			4,880				5,759
TOTAL ASSETS		$	447,867			$	359,049
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	82,442			$	47,487
Accrued warranty			5,975				5,633
Accrued compensation and related taxes			19,064				17,134
Deposits from customers			988				756
Operating lease liability			7,934				7,508
Other current liabilities and accrued expenses			9,256				8,121
Short-term debt - chassis pool agreements			9,926				6,503
Current portion of long-term debt			252				221
Total current liabilities			135,837				93,363
Other non-current liabilities			8,108				5,447
Long-term operating lease liability			36,329				36,662
Long-term debt, less current portion			738				23,418
Total liabilities			181,012				158,890
Shareholders' equity:
Preferred stock, no par value: 2,000 shares authorized (none issued)			-				-
Common stock, no par value: 80,000 shares authorized; 35,416 and 35,344 outstanding			95,375				91,044
Retained earnings			171,379				109,286
Total The Shyft Group, Inc. shareholders' equity			266,754				200,330
Non-controlling interest			101				(171	)
Total shareholders' equity			266,855				200,159
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	447,867			$	359,049

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2021				2020				2021				2020
Sales		$	277,300			$	171,582			$	991,792			$	675,973
Cost of products sold			225,985				136,361				792,527				529,696
Gross profit			51,315				35,221				199,265				146,277
Operating expenses:
Research and development			4,237				865				8,541				4,361
Selling, general and administrative			28,027				23,534				106,672				93,068
Total operating expenses			32,264				24,399				115,213				97,429
Operating income			19,051				10,822				84,052				48,848
Other income (expense):
Interest expense			(104	)			(91	)			(414	)			(1,293	)
Interest and other income			99				358				842				601
Total other income (expense)			(5	)			267				428				(692	)
Income from continuing operations before income taxes			19,046				11,089				84,480				48,156
Income tax expense (benefit)			(1,446	)			2,783				14,506				9,867
Income from continuing operations			20,492				8,306				69,974				38,289
Income (loss) from discontinued operations, net of income taxes			100				(176	)			181				(5,123	)
Net income			20,592				8,130				70,155				33,166
Less: net income attributable to non-controlling interest			128				169				1,230				347
Net income attributable to The Shyft Group, Inc.		$	20,464			$	7,961			$	68,925			$	32,819
Basic earnings (loss) per share
Continuing operations		$	0.58			$	0.22			$	1.94			$	1.07
Discontinued operations		$	-			$	-			$	0.01			$	(0.14	)
Basic earnings per share		$	0.58			$	0.22			$	1.95			$	0.93
Diluted net earnings (loss) per share
Continuing operations		$	0.56			$	0.22			$	1.91			$	1.05
Discontinued operations		$	-			$	-			$	-			$	(0.14	)
Diluted earnings per share		$	0.56			$	0.22			$	1.91			$	0.91
Basic weighted average common shares outstanding			35,341				35,445				35,333				35,479
Diluted weighted average common shares outstanding			36,185				36,226				36,097				36,039

 

Exhibit 99.2