shyf20240424_8k.htm
false 0000743238 0000743238 2024-04-25 2024-04-25
 
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): April 25, 2024
 
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
The NASDAQ Stock Market LLC
 
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. ☐
 
 

 
 
Item 2.02     Results of Operations and Financial Condition
 
On April 25, 2024, The Shyft Group, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
 
The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
 
Item 9.01     Financial Statements and Exhibits
 
(d) Exhibits
 
99.1
 
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: April 25, 2024
By:
/s/ Jonathan C. Douyard
 
   
Jonathan C. Douyard
 
   
Chief Financial Officer
 
 
 
ex_660040.htm

Exhibit 99.1

 

 

The Shyft Group Reports First Quarter 2024 Results

 

 

First quarter sales of $198 million; Quarter end consolidated backlog of $439 million with FVS backlog up 10% sequentially

 

Maintains 2024 outlook with sales of $850 to $900 million and adjusted EBITDA of $40 to $50 million

 

Novi, Mich., April 25, 2024 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 first quarter ending March 31, 2024.

 

First Quarter 2024 Financial Highlights         

For the first quarter of 2024 compared to the first quarter of 2023:

Sales of $197.9 million, a decrease of $45.5 million, or 18.7%, from $243.4 million

Net loss of $4.7 million, or ($0.14) per share, compared to net income of $1.7 million, or $0.05 per share

Adjusted EBITDA of $6.1 million, or 3.1% of sales, a decrease of $4.7 million, from $10.8 million, or 4.4% of sales; Results include $5.5 million of EV program related costs versus $8.5 million in the prior year

Adjusted net loss of $1.4 million, or ($0.04) per share, compared to adjusted net income of $4.3 million, or $0.12 per share in the first quarter of 2023

Consolidated backlog of $439.4 million as of March 31, 2024, down $228.0 million, or 34.2%, compared to $667.4 million as of March 31, 2023; On a sequential quarter basis, consolidated backlog was up 7.4%

 

“We made progress implementing our operating framework, which includes high performing teams, operational excellence, and customer centricity,” said John Dunn, President and CEO. “Our sales team drove improved commercial activity in the quarter, which enabled a sequential improvement in order backlog. Our SV business continues to execute well and delivered solid results in the quarter.”

 

First Quarter 2024 Business Segment Financial Highlights

For the first quarter of 2024 compared to the first quarter of 2023:

 

Fleet Vehicles and Services (FVS)

Sales were $107.8 million for the first quarter of 2024, down 32.4%, or $51.6 million year over year

Adjusted EBITDA for the first quarter of 2024 was $0.9 million, or 0.9% of sales, a decrease of $11.6 million, from $12.5 million, or 7.8% of sales, a year ago

Segment backlog was $356.1 million as of March 31, 2024, down 39.1% compared to $584.9 million as of March 31, 2023

 

Specialty Vehicles (SV)

Sales were $90.1 million for the first quarter of 2024, up 3.4%, or $2.9 million year over year

Adjusted EBITDA for the first quarter of 2024 was $17.0 million, or 18.8% of sales, an increase of $3.1 million, from $13.9 million, or 15.9% of sales, a year ago

Segment backlog was $83.3 million as of March 31, 2024, up 1.0% compared to $82.5 million as of March 31, 2023

 

2024 Financial Outlook

“We are pleased with our start to the year considering the challenging end-markets,” said Jon Douyard, Chief Financial Officer. “While there was improvement in FVS order activity to start the year, the parcel market remains soft, and we remain cautious on near-term demand. Overall, our team is focused on driving operational efficiency and commercial growth initiatives, positioning us to affirm our prior outlook.”

 

 

 

Guidance for full-year 2024, notwithstanding further changes in the operating environment, is as follows:

 

Sales to be in the range of $850 million to $900 million; Assumes no Blue Arc EV revenue

 

Adjusted EBITDA of $40 to $50 million, including EV spending of $20 to $25 million

 

Net income of $2.5 to $10.5 million, with an income tax rate of approximately 20%

 

Earnings per share of $0.07 to $0.30

 

Adjusted earnings per share of $0.28 to $0.51

 

Capital expenditures of approximately $20 to $25 million

 

Free cash flow of $25 to $35 million

 

Dunn concluded, “Shyft has industry leading products and a highly engaged team, who are identifying opportunities to drive companywide synergies. Recently launched initiatives to enhance sales and procurement are beginning to deliver positive results. The Blue Arc team is making progress as production is targeted for late 2024. We remain confident in our team’s ability to manage through current market conditions and deliver for shareholders over the long term.”

 

Conference Call and Webcast Information

The Shyft Group will host a conference call at 8:30 a.m. ET today to discuss these results and current business trends. The conference call and webcast will be available via:

Webcast: https://theshyftgroup.com/investor-relations/webcasts/

Conference Call: 1-844-868-8845 (domestic) or 412-317-6591 (international); passcode: 10185321

 

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 and Services™ and Shyft Specialty Vehicles™. Today, its family of brands include Utilimaster®, Blue Arc™ EV Solutions, Royal® Truck Body, DuraMag® and Magnum®, Strobes-R-Us, Spartan® RV Chassis, Red Diamond™ Aftermarket Solutions, and Builtmore Contract Manufacturing™. 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 3,000 employees and contractors across campuses, and operates facilities in Arizona, California, Florida, Indiana, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas, and Saltillo, Mexico. The Company reported sales of $872 million in 2023. Learn more at TheShyftGroup.com

 

This release contains information, including our sales and earnings guidance, all other information provided with respect to our outlook for 2024 and future periods, and other statements concerning our business, strategic position, financial projections, financial strength, future plans, objectives, and the performance of our products and operations that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using words such as believe, expect, intend, potential, future, may, will, should, and similar expressions or by using future dates in connection with any discussion of, among other things, the construction or operation of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, changes in supply and demand conditions and prices for our products, trade duties and other aspects of trade policy, statements regarding our future strategies, products and innovations, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only the Companys beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Companys control. It is possible that the Companys actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Companys historical experience and our present expectations or projections. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Companys historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to the risks and uncertainties described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, and those described from time to time in our future reports filed 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.

 

CONTACTS

MEDIA

Sydney Lepora

Director, Corporate Communications

Sydney.Lepora@theshyftgroup.com

586.413.4112

 

INVESTORS

Randy Wilson 

Vice President, Investor Relations and Treasury 

Randy.Wilson@theshyftgroup.com

248.727.3755

 

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

   

March 31,

   

December 31,

 
   

2024

   

2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 13,251     $ 9,957  

Accounts receivable, less allowance of $277 and $276

    78,820       79,573  

Contract assets

    52,803       50,305  

Inventories

    97,931       105,135  

Other receivables - chassis pool agreements

    18,890       34,496  

Other current assets

    6,700       7,462  

Total current assets

    268,395       286,928  
                 

Property, plant and equipment, net

    80,905       83,437  

Right of use assets operating leases

    45,078       45,827  

Goodwill

    48,880       48,880  

Intangible assets, net

    44,399       45,268  

Net deferred tax asset

    17,300       17,300  

Other assets

    2,724       2,409  

TOTAL ASSETS

  $ 507,681     $ 530,049  

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 86,159     $ 99,855  

Accrued warranty

    8,212       7,231  

Accrued compensation and related taxes

    11,675       13,526  

Contract liabilities

    3,939       4,756  

Operating lease liability

    10,050       10,817  

Other current liabilities and accrued expenses

    12,605       11,965  

Short-term debt - chassis pool agreements

    18,890       34,496  

Current portion of long-term debt

    164       185  

Total current liabilities

    151,694       182,831  
                 

Other non-current liabilities

    7,265       8,184  

Long-term operating lease liability

    36,776       36,724  

Long-term debt, less current portion

    65,121       50,144  

Total liabilities

    260,856       277,883  

Shareholders' equity:

               

Preferred stock, no par value: 2,000 shares authorized (none issued)

    -       -  

Common stock, no par value : 80,000 shares authorized; 34,361 and 34,303 outstanding

    94,790       93,705  

Retained earnings

    152,035       158,461  

Total shareholders' equity

    246,825       252,166  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 507,681     $ 530,049  

 

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended

March 31,

 
   

2024

   

2023

 

Sales

  $ 197,889     $ 243,439  

Cost of products sold

    163,827       200,515  

Gross profit

    34,062       42,924  
                 

Operating expenses:

               

Research and development

    3,719       6,949  

Selling, general and administrative

    32,273       32,289  

Total operating expenses

    35,992       39,238  
                 

Operating income (loss)

    (1,930 )     3,686  
                 

Other income (expense)

               

Interest expense

    (2,053 )     (1,648 )

Other income

    97       70  

Total other expense

    (1,956 )     (1,578 )
                 

Income (loss) before income taxes

    (3,886 )     2,108  

Income tax expense

    783       430  

Net income (loss)

    (4,669 )     1,678  

Less: net loss attributable to non-controlling interest

    -       32  

Net income (loss) attributable to The Shyft Group, Inc.

  $ (4,669 )   $ 1,710  
                 

Basic earnings (loss) per share

  $ (0.14 )   $ 0.05  

Diluted earnings (loss) per share

  $ (0.14 )   $ 0.05  
                 

Basic weighted average common shares outstanding

    34,319       35,058  

Diluted weighted average common shares outstanding

    34,319       35,340  

 

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Three Months

Ended March 31,

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net income (loss)

  $ (4,669 )   $ 1,678  

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

               

Depreciation and amortization

    4,435       3,864  

Non-cash stock based compensation expense

    1,474       1,827  

Loss on disposal of assets

    66       -  

Changes in accounts receivable and contract assets

    (1,746 )     22,500  

Changes in inventories

    7,204       (9,147 )

Changes in accounts payable

    (10,119 )     (16,920 )

Changes in accrued compensation and related taxes

    (1,851 )     419  

Changes in accrued warranty

    981       (978 )

Changes in other assets and liabilities

    268       2,644  

Net cash provided by (used in) operating activities

    (3,957 )     5,887  
                 

Cash flows from investing activities:

               

Purchases of property, plant and equipment

    (5,719 )     (4,469 )

Proceeds from sale of property, plant and equipment

    75       25  

Acquisition of business, net of cash acquired

    -       (500 )

Net cash used in investing activities

    (5,644 )     (4,944 )
                 

Cash flows from financing activities:

               

Proceeds from long-term debt

    40,000       40,000  

Payments on long-term debt

    (25,000 )     (31,000 )

Payments of dividends

    (1,716 )     (1,878 )

Purchase and retirement of common stock

    -       (8,765 )

Exercise and vesting of stock incentive awards

    (389 )     (3,470 )

Net cash provided by (used in) financing activities

    12,895       (5,113 )
                 

Net increase (decrease) in cash and cash equivalents

    3,294       (4,170 )

Cash and cash equivalents at beginning of period

    9,957       11,548  

Cash and cash equivalents at end of period

  $ 13,251     $ 7,378  

 

 

 

 

 

The Shyft Group, Inc. and Subsidiaries

Sales and Other Financial Information by Business Segment

(Unaudited)

 

Quarter Ended March 31, 2024 (in thousands of dollars)


 

   

Business Segments

         
   

Fleet Vehicles

   

Specialty

   

Eliminations &

         
   

& Services

   

Vehicles

   

Other

   

Consolidated

 

Fleet vehicle sales

  $ 95,478     $ -     $ -     $ 95,478  

Motorhome chassis sales

    -       30,771       -       30,771  

Other specialty vehicles sales

    -       53,405       -       53,405  

Aftermarket parts and accessories sales

    12,281       5,954       -       18,235  

Total Sales

  $ 107,759     $ 90,130     $ -     $ 197,889  
                                 

Adjusted EBITDA

  $ 935     $ 16,973     $ (11,820 )   $ 6,088  

 

 

The Shyft Group, Inc. and Subsidiaries

Sales and Other Financial Information by Business Segment

(Unaudited)

 

Quarter Ended March 31, 2023 (in thousands of dollars)


 

   

Business Segments

         
   

Fleet Vehicles

   

Specialty

   

Eliminations &

         
   

& Services

   

Vehicles

   

Other

   

Consolidated

 

Fleet vehicle sales

  $ 147,279     $ -     $ -     $ 147,279  

Motorhome chassis sales

    -       27,960       -       27,960  

Other specialty vehicles sales

    -       54,697       (3,181 )     51,516  

Aftermarket parts and accessories sales

    12,154       4,530       -       16,684  

Total Sales

  $ 159,433     $ 87,187     $ (3,181 )   $ 243,439  
                                 

Adjusted EBITDA

  $ 12,473     $ 13,852     $ (15,537 )   $ 10,788  

 

 

 

The Shyft Group, Inc. and Subsidiaries

Sales and Other Financial Information by Business Segment

(Unaudited)

 

Period End Backlog (amounts in thousands of dollars)


   

Mar. 31, 2024

   

Dec. 31, 2023

   

Sept. 30, 2023

   

Jun. 30, 2023

   

Mar. 31, 2023

 

Fleet Vehicles and Services

  $ 356,089     $ 325,003     $ 383,448     $ 437,802     $ 584,933  

Specialty Vehicles

    83,334       84,269       80,983       72,402       82,478  

Total Backlog

  $ 439,423     $ 409,272     $ 464,431     $ 510,204     $ 667,411  

 

Reconciliation of Non-GAAP Financial Measures

 

This release presents Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted net income, adjusted earnings per share, and free cash flow, each of which is a non-GAAP financial measure.

 

We define Adjusted EBITDA as income before interest, income taxes, depreciation and amortization, as adjusted to eliminate the impact of restructuring charges, acquisition related expenses and adjustments, non-cash stock-based compensation expenses, and other gains and losses not reflective of our ongoing operations.

 

We present the non-GAAP measure Adjusted EBITDA because we consider it to be an important supplemental measure of our performance. The presentation of Adjusted EBITDA enables investors to better understand our operations by removing items that we believe are not representative of our continuing operations and may distort our longer-term operating trends. We believe this measure to be useful to improve the comparability of our results from period to period and with our competitors, as well as to show ongoing results from operations distinct from items that are infrequent or not indicative of our continuing operating performance. We believe that presenting this non-GAAP measure is useful to investors because it permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our historical performance.

 

Our management uses Adjusted EBITDA to evaluate the performance of and allocate resources to our segments. Adjusted EBITDA is also used, along with other financial and non-financial measures, for purposes of determining annual incentive compensation for our management team.

 

We define free cash flow as net cash provided by (used in) operating activities less purchases of property, plant and equipment and add proceeds from sale of property, plant and equipment. We believe this measure of free cash flow provides management and investors further useful information on cash generation or use in our operations.

 

We believe that the presentation of these non-GAAP measures, when considered together with the corresponding GAAP financial measures and the reconciliations to that measure, provides investors with additional understanding of the factors and trends affecting our business than could be obtained in the absence of this disclosure.

 

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Financial Summary (Non-GAAP)

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended March 31,

 

The Shyft Group, Inc.

 

2024

   

% of sales

   

2023

   

% of sales

 

Net income (loss)

  $ (4,669 )     (2.4% )   $ 1,678       0.7 %

Net loss attributable to non-controlling interest

    -               32          

Add (subtract):

                               

Restructuring and other related charges

    52               62          

Acquisition related expenses and adjustments

    -               291          

Non-cash stock-based compensation expense

    1,474               1,827          

Legacy legal matters

    1,850               956          

CEO transition

    110               -          

Tax effect of adjustments

    (258 )             (585 )        

Adjusted net income (loss)

  $ (1,441 )     (0.7% )   $ 4,261       1.8 %
                                 

Net income (loss)

  $ (4,669 )     (2.4% )   $ 1,678       0.7 %

Net loss attributable to non-controlling interest

    -               32          

Add (subtract):

                               

Depreciation and amortization

    4,435               3,864          

Income tax expense

    783               430          

Interest expense

    2,053               1,648          

EBITDA

  $ 2,602       1.3 %   $ 7,652       3.1 %

Add:

                               

Restructuring and other related charges

    52               62          

Acquisition related expenses and adjustments

    -               291          

Non-cash stock-based compensation expense

    1,474               1,827          

Legacy legal matters

    1,850               956          

CEO transition

    110               -          

Adjusted EBITDA

  $ 6,088       3.1 %   $ 10,788       4.4 %
                                 

Diluted net earnings (loss) per share

  $ (0.14 )           $ 0.05          

Add (subtract):

                               

Restructuring and other related charges

    -               -          

Acquisition related expenses and adjustments

    -               0.01          

Non-cash stock-based compensation expense

    0.05               0.05          

Legacy legal matters

    0.05               0.03          

CEO transition

    -               -          

Tax effect of adjustments

    -               (0.02 )        

Adjusted diluted net earnings (loss) per share

  $ (0.04 )           $ 0.12          

 

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Financial Summary (Non-GAAP)

(In thousands)

(Unaudited)

 

   

Three Months Ended

March 31,

 

The Shyft Group, Inc.

 

2024

   

2023

 

Net cash provided by (used in) operating activities

  $ (3,957 )   $ 5,887  

Purchases of property, plant and equipment

    (5,719 )     (4,469 )

Proceeds from sale of property, plant and equipment

    75       25  

Free cash flow

  $ (9,601 )   $ 1,443  

 

 

 

The Shyft Group, Inc. and Subsidiaries

Consolidated Financial Summary (Non-GAAP)

(In thousands, except per share data)

(Unaudited)

 

   

Outlook

 
   

Year Ended December 31, 2024

 

The Shyft Group, Inc.

 

Low

   

Mid

   

High

 

Net income

  $ 2,479     $ 6,481     $ 10,483  

Add:

                       

Depreciation and amortization

    20,500       20,500       20,500  

Interest expense

    7,500       7,500       7,500  

Taxes

    621       1,619       2,617  

EBITDA

  $ 31,100     $ 36,100     $ 41,100  

Add:

                       

Non-cash stock-based compensation and other charges

    8,900       8,900       8,900  

Adjusted EBITDA

  $ 40,000     $ 45,000     $ 50,000  
                         

Earnings per share

  $ 0.07     $ 0.19     $ 0.30  

Add:

                       

Non-cash stock-based compensation and other charges

    0.26       0.26       0.26  

Less: tax effect of adjustments

    (0.05 )     (0.05 )     (0.05 )

Adjusted earnings per share

  $ 0.28     $ 0.40     $ 0.51