The Shyft Group Reports Fourth Quarter and Full-Year 2024 Results

    --  Delivered double-digit Fleet Vehicles and Services (FVS) margins
        bolstered by operational improvements
    --  Strong Specialty Vehicles (SV) margins
    --  Successfully shipped Blue Arc(TM) Class 4 EV trucks to FedEx
    --  Provides full-year 2025 sales outlook of $870 to $970 million, up 17%
        year-over-year at the midpoint
    --  Entered into transformative merger agreement with Aebi Schmidt; remains
        on track to close by mid-2025

NOVI, Mich., Feb. 20, 2025 /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 reported operating results for the fourth quarter and full-year ended December 31, 2024.

Fourth Quarter 2024 Financial Highlights

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

    --  Sales of $201.4 million, a decrease of $0.9 million, or 0.4%, from
        $202.3 million
    --  Net loss of $3.4 million, or ($0.10) per share, compared to a loss of
        $4.4 million, or ($0.13) per share; 2024 results include $8.5 million of
        transaction expenses
    --  Adjusted EBITDA of $15.9 million, or 7.9% of sales, an increase of $13.6
        million, from $2.3 million, or 1.1% of sales; results include $5.8
        million of EV pre-production related costs versus $9.3 million in the
        prior year
    --  Adjusted net income of $5.0 million, or $0.15 per share, compared to a
        loss of $0.9 million, or ($0.03) per share
    --  Consolidated backlog(1) of $313.2 million as of December 31, 2024, down
        $96.0 million, or 23.5%, compared to $409.3 million as of December 31,
        2023

Full-Year 2024 Financial Highlights
For the full-year 2024 compared to the full-year 2023:

    --  Sales of $786.2 million, a decrease of $86.0 million, or 9.9%, from
        $872.2 million
    --  Net loss of $2.8 million, or ($0.08) per share, compared to net income
        of $6.5 million, or $0.19 per share
    --  Adjusted EBITDA of $48.8 million, or 6.2% of sales, an increase of $8.8
        million, from $40.0 million, or 4.6% of sales; results include $23.3
        million of EV pre-production related costs versus $32.6 million in the
        prior year
    --  Adjusted net income of $15.0 million, or $0.44 per share, compared to
        adjusted net income of $18.7 million, or $0.54 per share

"Our disciplined execution of Shyft's operational framework drove meaningful adjusted EBITDA growth and margin improvement," said John Dunn, President and CEO. "I am pleased with the team's relentless focus on operational excellence as SV sustained strong profitability, supported by steady infrastructure demand, while FVS achieved double-digit margins despite a challenging parcel market."

2025 Financial Outlook
"Building on our solid results this quarter, we expect continued improvement in our profitability in 2025. Blue Arc EV transitioning into production, together with the anticipated recovery of the parcel market in the second half of the year, are expected to support these improvements," said Scott Ocholik, Interim Chief Financial Officer.

Full-year 2025 outlook, notwithstanding further changes in the operating environment, is as follows:

    --  Sales of $870 to $970 million
    --  Adjusted EBITDA of $62 to $72 million
    --  Adjusted earnings per share of $0.69 to $0.92
    --  Free cash flow of $25 to $30 million

Dunn concluded, "As we move forward in 2025, our pending merger with Aebi Schmidt is accelerating our strategy, establishing the company as a global leader in specialty vehicles, with the scale and resources delivering growth, enhancing our customer-centric approach, and maximizing value for our shareholders. Our integration efforts are well underway, ensuring a seamless transition that leverages the strengths of both organizations. We are excited to unite our talented teams and build an even stronger platform for long-term success."



     
     Footnote: 
     1.)
     Consolidated backlog does not reflect Blue Arc order activity

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)

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(TM) and Shyft Specialty Vehicles(TM). Today, its family of brands include Utilimaster®, Blue Arc(TM) EV Solutions, Royal® Truck Body, DuraMag® and Magnum®, Strobes-R-Us, Spartan® RV Chassis, Builtmore Contract Manufacturing(TM), and Independent Truck Upfitters. 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 2,900 employees and contractors across campuses, and operates facilities in Arizona, California, Florida, Indiana, Iowa, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas, and Saltillo, Mexico. The Company reported sales of $786 million in 2024. Learn more at?TheShyftGroup.com.?

Forward Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements. In some cases, Shyft has identified forward-looking statements by such words or phrases as "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends" or similar expressions identifying "forward-looking statements", including the negative of those words and phrases. Such forward-looking statements are based on management's current views and assumptions regarding future events, future business conditions and the outlook for Shyft based on currently available information. These forward-looking statements may include projections of Shyft's future financial performance, Shyft's anticipated growth strategies and anticipated trends in Shyft's business. These statements are only predictions based on management's current expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement and may include statements regarding the expected timing and structure of the proposed transaction between Shyft and Aebi Schmidt; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of the combined company following completion of the proposed transaction; and anticipated growth strategies and anticipated trends in Shyft's, Aebi Schmidt's and, following the completion of the proposed transaction, the combined company's business.

Additional factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements include, among others, the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed transaction; the prohibition or delay of the consummation of the proposed transaction by a governmental entity; the risk that the proposed transaction may not be completed in the expected time frame; unexpected costs, charges or expenses resulting from the proposed transaction; uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integration; the ability of the combined company to implement its business strategy; difficulties and delays in achieving revenue and cost synergies of the combined company; inability to retain and hire key personnel; negative changes in the relationships with major customers and suppliers that adversely affect revenues and profits; disruptions to existing business operations; the occurrence of any event that could give rise to termination of the proposed transaction; potential litigation in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; risks related to ownership of Aebi Schmidt common stock; uncertainty as to the long-term value of the combined company's common stock; and the diversion of Shyft's and Aebi Schmidt's management's time on transaction-related matters. These risks, as well as other risks associated with the businesses of Shyft and Aebi Schmidt, will be more fully discussed in the combined proxy statement/prospectus. Although management believes the expectations reflected in the forward-looking statements are reasonable, Shyft cannot guarantee future results, level of activity, performance or achievements. Moreover, neither management, Shyft nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Shyft wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Shyft is under no duty to and specifically declines to undertake any obligation to publicly revise or update any of these forward-looking statements after the date of this communication to conform its prior statements to actual results, revised expectations or to reflect the occurrence of anticipated or unanticipated events.

Additional information concerning these and other factors that may impact Shyft's and Aebi Schmidt's expectations and projections can be found in Shyft's periodic filings with the SEC, including Shyft's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Shyft's SEC filings are available publicly on the SEC's website at www.sec.gov.

No offer or solicitation
This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended ("Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Participants in the Solicitation
Shyft, Aebi Schmidt and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the Securities and Exchange Commission ("SEC"), be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the combined proxy statement/prospectus and other relevant materials when it is filed with the SEC. Information regarding the directors and executive officers of Shyft is contained in the sections entitled "Election of Directors" and "Ownership of Securities" included in Shyft's proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on April 3, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/743238/000114036124017592/ny20010675x1_def14a.htm) and in the section entitled "Directors, Executive Officers and Corporate Governance" included in Shyft's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 20, 2025 (and which is available at https://www.sec.gov), and certain of its Current Reports filed on Form 8-K. These documents can be obtained free of charge from the sources indicated below.

Additional information and where to find it
Aebi Schmidt will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The Form S-4 will contain a combined proxy statement/prospectus of Shyft and Aebi Schmidt. Aebi Schmidt and Shyft will prepare and file the combined proxy statement/prospectus with the SEC and Shyft will mail the combined proxy statement/prospectus to its stockholders and file other documents regarding the proposed transaction with the SEC. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection with the proposed transaction. INVESTORS SHOULD READ THE COMBINED PROXY STATEMENT/PROSPECTUS WHEN AVAILABLE AND SUCH OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE COMBINED PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The Form S-4, the combined proxy statement/prospectus and all other documents filed with the SEC in connection with the transaction will be available when filed free of charge on the SEC's web site at www.sec.gov. Copies of documents filed with the SEC by Shyft will be made available free of charge on Shyft's investor relations website at https://theshyftgroup.com/investor-relations/.

CONTACTS
MEDIA
Sydney Machesky
Director, Corporate Communications
Sydney.Machesky@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)


                                                                                                                                     December 31, December 31,


                                                                                                                                             2024          2023



     
                ASSETS



     
                Current assets:



     Cash and cash equivalents                                                                                                           $15,780        $9,957



     Accounts receivable, less allowance of $533 and $276                                                                                 86,677        79,573



     Contract assets                                                                                                                      40,896        50,305



     Inventories                                                                                                                         109,859       105,135



     Other receivables - chassis pool agreements                                                                                          37,032        34,496



     Other current assets                                                                                                                  7,346         7,462



     
                Total current assets                                                                                                   297,590       286,928





     
                Property, plant and equipment, net                                                                                      81,067        83,437



     
                Right of use assets - operating leases                                                                                  41,101        45,827



     
                Goodwill                                                                                                                64,094        48,880



     
                Intangible assets, net                                                                                                  59,064        45,268



     
                Net deferred tax asset                                                                                                  23,545        17,300



     
                Other assets                                                                                                             2,287         2,409



     
                TOTAL ASSETS                                                                                                          $568,748      $530,049



     
                LIABILITIES AND SHAREHOLDERS' EQUITY



     
                Current liabilities:



     Accounts payable                                                                                                                    $95,128       $99,855



     Accrued warranty                                                                                                                      7,653         7,231



     Accrued compensation and related taxes                                                                                               16,198        13,526



     Contract liabilities                                                                                                                  3,553         4,756



     Operating lease liability                                                                                                             9,677        10,817



     Other current liabilities and accrued expenses                                                                                       12,798        11,965



     Short-term debt - chassis pool agreements                                                                                            37,032        34,496



     Current portion of long-term debt                                                                                                       235           185



     
                Total current liabilities                                                                                              182,274       182,831





     
                Other non-current liabilities                                                                                            9,772         8,184



     
                Long-term operating lease liability                                                                                     33,156        36,724



     
                Long-term debt, less current portion                                                                                    95,223        50,144



     
                Total liabilities                                                                                                      320,425       277,883



     
                Shareholders' equity:



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



     Common stock, no par value : 80,000 shares authorized; 34,917 and 34,303 outstanding                                                 99,752        93,705



     Retained earnings                                                                                                                   148,571       158,461



     
                Total shareholders' equity                                                                                             248,323       252,166



     
                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                            $568,748      $530,049


                                                                          
     
         The Shyft Group, Inc. and Subsidiaries


                                                                          
     
         Consolidated Statements of Operations


                                                                          
     
         (In thousands, except per share data)


                                                                              
              (Unaudited)




                                                                                                                   Three Months Ended                        Twelve Months Ended

                                                                                                                      December 31,                               December 31,


                                                                                                         2024                              2023              2024                        2023





     Sales                                                                                 $
              201,432                         $
      202,333       $
        786,176               $
          872,198



     Cost of products sold                                                                             158,498                             174,421             628,986                       721,840



     
                Gross profit                                                                          42,934                              27,912             157,190                       150,358





     Operating expenses:



     Research and development                                                                            3,894                               7,121              16,319                        25,185



     Selling, general and administrative                                                                42,060                              28,442             136,764                       118,420



     Total operating expenses                                                                           45,954                              35,563             153,083                       143,605





     
                Operating income (loss)                                                              (3,020)                            (7,651)              4,107                         6,753





     Other income (expense)



     Interest expense                                                                                  (2,342)                            (1,830)            (8,540)                      (6,527)



     Other income                                                                                        1,889                                 261               2,204                           470



     Total other expense                                                                                 (453)                            (1,569)            (6,336)                      (6,057)





     Income (loss) before income taxes                                                                 (3,473)                            (9,220)            (2,229)                          696



     Income tax expense (benefit)                                                                         (60)                            (4,803)                566                       (5,768)



     Net income (loss)                                                                                 (3,413)                            (4,417)            (2,795)                        6,464



     Less: net (loss) attributable to non-controlling interest                                                                                                                               (32)





     
                Net income (loss) attributable to The Shyft Group Inc.      $
              
                (3,413)                $
         
        (4,417)  $
     
          (2,795)            $
     
            6,496





     Basic earnings per share                                                               $
              (0.10)                         $
      (0.13)       $
        (0.08)                 $
          0.19



     Diluted earnings per share                                                             $
              (0.10)                         $
      (0.13)       $
        (0.08)                 $
          0.19





     Basic weighted average common shares outstanding                                                   34,511                              34,298              34,427                        34,721



     Diluted weighted average common shares outstanding                                                 34,511                              34,298              34,427                        34,861


                                                                  
              
                The Shyft Group, Inc. and Subsidiaries


                                                                  
              
                Consolidated Statements of Cash Flows


                                                                              
              
                (In thousands)


                                                                                      
              (Unaudited)




                                                                                                                                                 Year Ended December 31,


                                                                                                                                          2024                       2023



     
                Cash flows from operating activities:



     Net income (loss)                                                                                                          $
          (2,795)         $
              6,464



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



     Depreciation and amortization                                                                                                     20,252                     16,953



     Non-cash stock-based compensation expense                                                                                         10,250                      7,834



     Deferred income taxes                                                                                                            (6,245)                   (6,911)



     Loss on disposal of assets                                                                                                           677                        389



     Changes in accounts receivable and contract assets                                                                                11,372                     72,857



     Changes in inventories                                                                                                             5,988                    (4,975)



     Changes in accounts payable                                                                                                      (6,687)                  (27,963)



     Changes in accrued compensation and related taxes                                                                                  (586)                     (908)



     Changes in accrued warranty                                                                                                          422                         70



     Changes in other assets and liabilities                                                                                          (2,592)                   (7,566)



     
                Net cash provided by operating activities                                                                            30,056                     56,244





     
                Cash flows from investing activities:



     Purchases of property, plant and equipment                                                                                      (13,661)                  (20,733)



     Proceeds from sale of property, plant and equipment                                                                                   95                        119



     Acquisition of business, net of cash acquired                                                                                   (47,631)                     (500)





     
                Net cash used in investing activities                                                                              (61,197)                  (21,114)





     
                Cash flows from financing activities:



     Proceeds from long-term debt                                                                                                     150,000                    132,500



     Payments on long-term debt                                                                                                     (105,000)                 (138,500)



     Payments of dividends                                                                                                            (6,976)                   (7,109)



     Purchase and retirement of common stock                                                                                            (113)                  (19,083)



     Exercise and vesting of stock incentive awards                                                                                     (947)                   (4,460)



     Distribution to non-controlling interest owner                                                                                                                (69)



     
                Net cash provided by (used in) financing activities                                                                  36,964                   (36,721)





     Net increase (decrease) in cash and cash equivalents                                                                               5,823                    (1,591)



     Cash and cash equivalents at beginning of period                                                                                   9,957                     11,548



     Cash and cash equivalents at end of period                                                                                  $
          15,780          $
              9,957


                                                            
              
                The Shyft Group, Inc. and Subsidiaries


                                                   
              
                Sales and Other Financial Information by Business Segment


                                                                                
              (Unaudited)





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




                                                                                                     Business Segments


                                                       Fleet
                                                     Vehicles                                            Specialty                                 Eliminations &


                                                    & Services                                            Vehicles                                      Other           Consolidated


        Fleet vehicle sales                 $
              91,843            
              $                                            
            $                        $
           91,843


        Motorhome chassis sales                                                                                 14,984                                                           14,984


        Other specialty
         vehicles sales                                                                                         64,667                                       3,169                67,836


        Aftermarket parts and
         accessories sales                              18,891                                                    7,878                                                           26,769


        Total Sales                        $
              110,734                                     $
              87,529                         $
              3,169      $
           201,432





     Adjusted EBITDA                       $
              12,057        $
              16,622                                   $
            (12,735)    $
              15,944


                                                                      
            
              The Shyft Group, Inc. and Subsidiaries


                                                             
              
            Sales and Other Financial Information by Business Segment


                                                                                      
              (Unaudited)





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




                                                                                                      Business Segments


                                                        Fleet
                                                       Vehicles                                         Specialty                                Eliminations &


                                                    & Services                                             Vehicles                                     Other                   Consolidated


        Fleet vehicle sales                $
              106,011               
            $                                            
              $                             $
          106,011


        Motorhome chassis sales                                                                                  26,304                                                                  26,304


        Other specialty
         vehicles sales                                                                                          52,528                                        (3)                       52,525


        Aftermarket parts and
         accessories sales                              12,952                                                     4,541                                                                  17,493


        Total Sales                        $
              118,963                                      $
              83,373                          $
              (3)              $
          202,333





     Adjusted EBITDA                      $
              (2,592)            $
          18,979                                   $
              (14,062)                    $
     2,325


                                                                      
            
              The Shyft Group, Inc. and Subsidiaries


                                                             
              
            Sales and Other Financial Information by Business Segment


                                                                                      
              (Unaudited)





     
                Year Ended December 31, 2024 (in thousands of dollars)




                                                                                                      Business Segments


                                                        Fleet
                                                       Vehicles                                         Specialty                                   Eliminations &


                                                    & Services                                             Vehicles                                        Other                     Consolidated


        Fleet vehicle sales                $
              367,338               
            $                                            
              $                                 $
           367,338


        Motorhome chassis sales                                                                                  75,895                                                                       75,895


        Other specialty
         vehicles sales                                                                                         243,117                                         4,095                         247,212


        Aftermarket parts and
         accessories sales                              66,855                                                    28,876                                                                       95,731


        Total Sales                        $
              434,193                                     $
              347,888                           $
              4,095                $
           786,176





     Adjusted EBITDA                       $
              31,188            $
           67,290                                   $
              (49,630)                      $
     48,848


                                                                      
            
              The Shyft Group, Inc. and Subsidiaries


                                                             
              
            Sales and Other Financial Information by Business Segment


                                                                                      
              (Unaudited)





     
                Year Ended December 31, 2023 (in thousands of dollars)




                                                                                                      Business Segments


                                                        Fleet
                                                       Vehicles                                           Specialty                                 Eliminations &


                                                    & Services                                             Vehicles                                        Other                    Consolidated


        Fleet vehicle sales                $
              487,072               
            $                                            
              $                                 $
          487,072


        Motorhome chassis sales                                                                                 104,882                                                                     104,882


        Other specialty
         vehicles sales                                                                                         209,434                                       (4,183)                       205,251


        Aftermarket parts and
         accessories sales                              54,566                                                    20,427                                                                      74,993


        Total Sales                        $
              541,638                                     $
              334,743                           $
            (4,183)               $
          872,198





     Adjusted EBITDA                       $
              30,326            $
           66,186                                   $
              (56,544)                      $
     39,968


                                                        
              
                The Shyft Group, Inc. and Subsidiaries


                                               
              
                Sales and Other Financial Information by Business Segment


                                                                            
              (Unaudited)





     
                Period End Backlog (amounts in thousands of dollars)


                                                                        Dec. 31,                       Sept. 30,                  Jun. 30,          Mar. 31,         Dec. 31,
                                                                         2024                            2024                        2024               2024              2023



     Fleet Vehicles and Services                            $
              244,784              $
              267,952              $
          294,586   $
       356,089     $
             325,003



     Specialty Vehicles                                                  68,460                           77,456                         59,856           83,334                 84,269



     Total Backlog                                          $
              313,244              $
              345,408              $
          354,442   $
       439,423     $
             409,272

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, transaction 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 and long-term incentive compensation for certain members of 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.

The Company does not provide reconciliations of forward-looking non-GAAP financial measures, such as adjusted EPS, adjusted EBITDA, and free cash flow, to the most comparable GAAP financial measures on a forward-looking basis because the Company is unable to provide a meaningful or accurate calculation or estimation of reconciling items, and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, transaction and compensation costs related to the proposed transaction with Aebi Schmidt, and other non-routine costs. Each of such adjustments has not yet occurred, are out of the Company's control and/or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information.

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 December 31,                                  Twelve Months Ended December 31,



     
                The Shyft Group, Inc.                                      2024                            % of               2023                    % of        2024                  % of               2023           % of
                                                                                               sales                                           sales                      sales                                    sales



     Net income (loss)                                                   $(3,413)                        (1.7 %)           $(4,417)                 (2.2 %)   $(2,795)              (0.4 %)             $6,464          0.7 %



     Net loss attributable to non-controlling interest

                                                                                 -                                                                                                                           32



     Add (subtract):



     Restructuring and other related charges                                 (60)                                               368                               1,324                                    1,741



     Transaction related expenses and adjustments                           8,530                                                                                10,154                                      440



     Non-cash stock-based compensation expense                              4,578                                              2,647                              10,250                                    7,834



     Gain from insurance settlement                                       (1,737)                                                                              (1,737)



     Legacy legal matters                                                       -                                                                                2,000                                      956



     CEO transition                                                             -                                               107                                 147                                    2,629



     Loss from write-off of assets                                              -                                             1,872                                 147                                    1,872



     Non-recurring professional fees                                            -                                               128                                                                         288



     Tax effect of adjustments                                            (2,887)                                           (1,636)                            (4,515)                                 (3,565)



     
                Adjusted net income (loss)                               $5,011                           2.5 %             $(931)                 (0.5 %)    $14,975                 1.9 %            $18,691          2.1 %





     Net income (loss)                                                   $(3,413)                        (1.7 %)           $(4,417)                 (2.2 %)   $(2,795)              (0.4 %)             $6,464          0.7 %



     Net loss attributable to non-controlling interest

                                                                                 -                                                                                                                           32



     Add (subtract):



     Depreciation and amortization                                          5,764                                              4,593                              20,252                                   16,953



     Taxes on income                                                         (60)                                           (4,803)                                566                                  (5,768)



     Interest expense                                                       2,342                                              1,830                               8,540                                    6,527



     EBITDA                                                                $4,633                           2.3 %           $(2,797)                 (1.4 %)    $26,563                 3.4 %            $24,208          2.8 %





     Add (subtract):



     Restructuring and other related charges                                 (60)                                               368                               1,324                                    1,741



     Transaction related expenses and adjustments                           8,530                                                                                10,154                                      440



     Non-cash stock-based compensation expense                              4,578                                              2,647                              10,250                                    7,834



     Gain from insurance settlement                                       (1,737)                                                                              (1,737)



     Legacy legal matters                                                       -                                                                                2,000                                      956



     CEO transition                                                             -                                               107                                 147                                    2,629



     Loss from write-off of assets                                              -                                             1,872                                 147                                    1,872



     Non-recurring professional fees                                            -                                               128                                                                         288



     
                Adjusted EBITDA                                         $15,944                           7.9 %             $2,325                    1.1 %    $48,848                 6.2 %            $39,968          4.6 %





     Diluted net earnings (loss) per share                                $(0.10)                                           $(0.13)                            $(0.08)                                   $0.19



     Add (subtract):



     Restructuring and other related charges                                    -                                              0.01                                0.04                                     0.05



     Transaction related expenses and adjustments                            0.25                                                                                  0.30                                     0.01



     Non-cash stock-based compensation expense                               0.14                                               0.08                                0.30                                     0.22



     Gain from insurance settlement                                        (0.05)                                                                               (0.05)



     Legacy legal matters                                                       -                                                                                 0.06                                     0.03



     CEO transition                                                             -                                                                                                                         0.08



     Loss from write-off of assets                                              -                                              0.05                                                                        0.05



     Non-recurring professional fees                                            -                                                                                                                         0.01



     Tax effect of adjustments                                             (0.09)                                            (0.04)                             (0.13)                                  (0.10)



     
                Adjusted diluted net earnings (loss) per share            $0.15                                            $(0.03)                              $0.44                                    $0.54


                                                     
         
         The Shyft Group, Inc. and Subsidiaries


                                                    
         
         Consolidated Financial Summary (Non-GAAP)


                                                            
       
                (In thousands)


                                                              
             (Unaudited)




                                                                                                                         Year Ended December 31,



     
                The Shyft Group, Inc.                                                                          2024                                  2023



     Net cash provided by operating activities                                                            $
         30,056                        $
          56,244



     Purchases of property, plant and equipment                                                              (13,661)                             (20,733)



     Proceeds from sale of property, plant and equipment                                                           95                                   119



     
                Free cash flow                                                                $
           
           16,490           $
              
            35,630

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SOURCE The Shyft Group, Inc.