8-K

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): July 27, 2023

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 July 27, 2023, The Shyft Group, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023, 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 July 27, 2023 regarding the financial results for the quarter ended June 30, 2023.

99.2 Investor presentation dated July 27, 2023 regarding the financial results for the quarter ended June 30, 2023.

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: July 27, 2023	By:	/s/ Jonathan C. Douyard
		Jonathan C. Douyard
		Chief Financial Officer

EX-99.1

Exhibit 99.1

The Shyft Group Reports Second Quarter 2023 Results

● Second quarter results in line with management expectations

● Solid operating cash flow performance in the quarter

● Revised full-year 2023 outlook primarily driven by softness in last-mile delivery and motorhome end markets

Novi, Mich., July 27, 2023 – 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 reports operating results for the second quarter ending June 30, 2023.

Second Quarter 2023 Highlights         

For the second quarter of 2023 compared to the second quarter of 2022:

● Sales of $225.1 million, a decrease of $7.1 million, or 3.1%, from $232.2 million

● Net income of $4.7 million, or $0.13 per share, compared to $5.3 million, or $0.15 per share

● Adjusted EBITDA of $15.9 million, or 7.0% of sales, an increase of $2.2 million, from $13.7 million, or 5.9% of sales; results include $7.4 million of EV program costs versus $7.3 million in the prior year

● Adjusted net income of $8.7 million, or $0.25 per share, compared to $7.5 million, or $0.21 per share in the prior year

● Consolidated backlog of $510.2 million as of June 30, 2023, down 55.1%, compared to $1.1 billion as of June 30, 2022

● Operating cash flow of $29.7 million, up $38.6 million, compared to an outflow of $8.9 million in the prior year

“We delivered second quarter results in line with our expectations led by strong Specialty Vehicles performance while also driving robust cash generation,” said Daryl Adams, President and Chief Executive Officer. “We experienced challenges in the Fleet Vehicles and Services business as market conditions deteriorated and operational inefficiencies remain. We continue to flex our operations while implementing additional cost reductions to reflect lower short-term demand.”

Second Quarter 2023 Business Segment Highlights

For the second quarter of 2023 compared to the second quarter of 2022:

Fleet Vehicles and Services (FVS)

● Sales of $139.0 million, an increase of $2.1 million, or up 1.5%, from $136.9 million

● Adjusted EBITDA of $12.5 million, or 9.0% of sales, a decrease of $2.0 million, from $14.5 million, or 10.6% of sales

● Segment quarter-end backlog of $437.8 million, down 56.2% compared to $1.0 billion in the prior year

Specialty Vehicles (SV)

● Sales of $87.6 million, a decrease of $7.7 million, or 8.1%, from $95.3 million

● Adjusted EBITDA of $17.4 million, or 19.8% of sales, an increase of $4.5 million, from $12.9 million, or 13.5% of sales

● Segment quarter-end backlog of $72.4 million as of June 30, 2023, down 46.4% compared to $135.2 million as of June 30, 2022

● Achieved significant milestone with the 100,000^th Isuzu N-Series gas-powered truck produced at Builtmore

Disciplined Capital Allocation

“Our balance sheet continues to be a strength and differentiator for the Company. We are confident in our long-term growth story and ability to generate cash, giving us the flexibility to efficiently deploy capital to maximize shareholder value,” said Jon Douyard, Chief Financial Officer.

The Company deployed $8.3 million of capital in the quarter with the following actions:

● Funded $6.5 million of capital expenditures, including investment in Blue Arc

● Paid regular dividends of $1.8 million reflecting a dividend of $0.05 per share

● $233 million remaining under our existing share repurchase authorization

2023 Financial Outlook

Douyard continued, “Our prior concerns surrounding a tougher demand environment materialized late in the quarter. As softness in the parcel market continued and dealer inventories remained high, last-mile customers deferred and cancelled orders leading to lower OEM chassis production. In addition, consistent with broader recreational vehicle markets, we are experiencing incremental weakness in our motorhome chassis business. These headwinds have negatively impacted our full-year outlook.”

Our revised full-year 2023 outlook, notwithstanding further changes in the operating environment, is as follows:

● Sales to be in the range of $850 million to $950 million compared to the previous outlook of $1.0 to $1.2 billion

● Adjusted EBITDA of $40 to $60 million compared to the previous outlook of $70 to $100 million

● Net Income of $1 to $16 million compared to the previous outlook of $28 to $50 million

● Earnings per share of $0.03 to $0.46 compared to the previous outlook of $0.77 to $1.39

● Adjusted earnings per share of $0.33 to $0.76 compared to the previous outlook of $0.98 to $1.60

● Blue Arc EV second half production remains on track; expect approximately 50 vehicles to be delivered in the fourth quarter

Adams concluded, “We remain confident in the long-term growth profile of the Company. Despite market and economic uncertainty, we expect earnings growth in 2024 as we drive operational improvements and ramp Blue Arc production.”

Conference Call and Webcast

The Shyft Group will host a conference call and webcast at 8:30 a.m. ET today.

The U.S. toll-free dial-in for the conference call is 1-844-868-8845, and the international dial-in number is 412-317-6591. The conference passcode is 10176292.

A live webcast of the conference will also be available on the investor relations page of the company’s website at www.the shyftgroup.com/webcasts.

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 4,200 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 $1.0 billion in 2022. Learn more at TheShyftGroup.com.

Forward Looking Statement

This release contains information, including our sales and earnings guidance, all other information provided with respect to our outlook for 2023 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, anticipated disruptions to our operations and industry due to the COVID-19 pandemic, 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 Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s 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 Company’s 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 Company’s 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, 2022, 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.

Contact

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)

	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	7,808	$	11,548
Accounts receivable, less allowance of $270 and $246		93,442		115,742
Contract assets		41,230		86,993
Inventories		101,303		100,161
Other receivables – chassis pool agreements		9,312		19,544
Other current assets		7,078		11,779
Total current assets		260,173		345,767
Property, plant and equipment, net		77,393		70,753
Right of use assets – operating leases		49,132		53,386
Goodwill		48,880		48,880
Intangible assets, net		47,173		49,078
Net deferred tax assets		10,390		10,390
Other assets		2,705		2,227
TOTAL ASSETS	$	495,846	$	580,481
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	85,733	$	124,309
Accrued warranty		6,018		7,161
Accrued compensation and related taxes		14,770		14,434
Contract liabilities		4,198		5,255
Operating lease liability		11,378		10,888
Other current liabilities and accrued expenses		8,549		19,452
Short-term debt – chassis pool agreements		9,312		19,544
Current portion of long-term debt		179		189
Total current liabilities		140,137		201,232
Other non-current liabilities		9,826		10,033
Long-term operating lease liability		39,501		44,256
Long-term debt, less current portion		45,184		56,266
Total liabilities		234,648		311,787
Commitments and contingent liabilities
Shareholders' equity:
Preferred stock, no par value: 2,000 shares authorized (none issued)		-		-
Common stock, no par value: 80,000 shares authorized; 34,956 and 35,066 outstanding		90,606		92,982
Retained earnings		170,523		175,611
Total Shyft Group, Inc. shareholders’ equity		261,129		268,593
Non-controlling interest		69		101
Total shareholders' equity		261,198		268,694
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	495,846	$	580,481

The Shyft Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Sales	$	225,101		$	232,195		$	468,540		$	439,078
Cost of products sold		182,347			190,077			382,862			371,029
Gross profit		42,754			42,118			85,678			68,049
Operating expenses:
Research and development		5,890			7,563			12,839			12,490
Selling, general and administrative		30,270			26,860			62,559			53,412
Total operating expenses		36,160			34,423			75,398			65,902
Operating income		6,594			7,695			10,280			2,147
Other income (expense)
Interest expense		(1,477	)		(463	)		(3,125	)		(617	)
Other income (expense)		124			(488	)		194			(523	)
Total other expense		(1,353	)		(951	)		(2,931	)		(1,140	)
Income before income taxes		5,241			6,744			7,349			1,007
Income tax expense (benefit)		556			1,461			986			(424	)
Net income		4,685			5,283			6,363			1,431
Less: net loss attributable to non-controlling interest		-			-			32			-
Net income attributable to The Shyft Group Inc.	$	4,685		$	5,283		$	6,395		$	1,431
Basic earnings per share	$	0.13		$	0.15		$	0.18		$	0.04
Diluted earnings per share	$	0.13		$	0.15		$	0.18		$	0.04
Basic weighted average common shares outstanding		34,935			35,049			34,995			35,078
Diluted weighted average common shares outstanding		34,991			35,243			35,161			35,437

The Shyft Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands, except par value)

(Unaudited)

	Six Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net income	$	6,363		$	1,431
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization		8,050			6,696
Non-cash stock based compensation expense		3,090			3,708
Deferred income taxes		-			(432	)
Loss on disposal of assets		128			481
Changes in accounts receivable and contract assets		68,064			(12,863	)
Changes in inventories		(1,142	)		(34,826	)
Changes in accounts payable		(38,567	)		7,333
Changes in accrued compensation and related taxes		303			(6,146	)
Changes in accrued warranty		(1,143	)		(379	)
Changes in other assets and liabilities		(9,525	)		(1,672	)
Net cash provided by (used in) operating activities		35,621			(36,669	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(10,963	)		(10,010	)
Proceeds from sale of property, plant and equipment		82			148
Acquisition of business, net of cash acquired		(500	)		-
Net cash used in investing activities		(11,381	)		(9,862	)
Cash flows from financing activities:
Proceeds from long-term debt		70,000			85,000
Payments on long-term debt		(81,000	)		(30,000	)
Payments of dividends		(3,653	)		(3,640	)
Purchase and retirement of common stock		(8,786	)		(26,789	)
Exercise and vesting of stock incentive awards		(4,541	)		(8,591	)
Net cash provided by (used in) financing activities		(27,980	)		15,980
Net decrease in cash and cash equivalents		(3,740	)		(30,551	)
Cash and cash equivalents at beginning of period		11,548			37,158
Cash and cash equivalents at end of period	$	7,808		$	6,607

The Shyft Group, Inc. and Subsidiaries

Sales and Other Financial Information by Business Segment

(Unaudited)

Quarter Ended June 30, 2023 (in thousands of dollars)

	Business Segments
	Fleet Vehicles		Specialty		Eliminations &
	& Services		Vehicles		Other			Consolidated
Fleet vehicle sales	$	125,291	$	-	$	-		$	125,291
Motorhome chassis sales		-		30,099		-			30,099
Other specialty vehicles sales		-		51,652		(1,443	)		50,209
Aftermarket parts and accessories sales		13,692		5,810		-			19,502
Total Sales	$	138,983	$	87,561	$	(1,443	)	$	225,101
Adjusted EBITDA	$	12,468	$	17,367	$	(13,968	)	$	15,867

The Shyft Group, Inc. and Subsidiaries

Sales and Other Financial Information by Business Segment

(Unaudited)

Quarter Ended June 30, 2022 (in thousands of dollars)

	Business Segments
	Fleet Vehicles		Specialty		Eliminations &
	& Services		Vehicles		Other			Consolidated
Fleet vehicle sales	$	126,181	$	-	$	-		$	126,181
Motorhome chassis sales		-		42,710		-			42,710
Other specialty vehicles sales		-		47,044		-			47,044
Aftermarket parts and accessories sales		10,716		5,544		-			16,260
Total Sales	$	136,897	$	95,298	$	-		$	232,195
Adjusted EBITDA	$	14,525	$	12,859	$	(13,695	)	$	13,689

The Shyft Group, Inc. and Subsidiaries

Sales and Other Financial Information by Business Segment

(Unaudited)

Period End Backlog (amounts in thousands of dollars)

	Jun. 30, 2023		Mar. 31, 2023		Dec. 31, 2022		Sept. 30, 2022		Jun. 30, 2022
Fleet Vehicles and Services	$	437,802	$	584,933	$	736,690	$	915,135	$	1,000,021
Total Specialty Vehicles		72,402		82,478		96,023		128,769		135,162
Motorhome Chassis		25,123		28,180		35,471		49,769		62,811
Other Specialty Vehicles		47,279		54,298		60,552		79,000		72,351
Total Backlog	$	510,204	$	667,411	$	832,713	$	1,043,904	$	1,135,183

Reconciliation of Non-GAAP Financial Measures

This release presents Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted net income, and adjusted earnings per share, each of which is a non-GAAP financial measure. These non-GAAP measures are calculated by excluding items that we believe to be infrequent or not indicative of our underlying operating performance, as well as certain non-cash expenses. We define Adjusted EBITDA as income from continuing operations 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. We believe that the presentation of this non-GAAP measure, 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.

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.

The Shyft Group, Inc. and Subsidiaries

Consolidated Financial Summary (Non-GAAP)

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,
The Shyft Group, Inc.	2023			% of sales			2022			% of sales
Net income	$	4,685			2.1	%	$	5,283			2.3	%
Add (subtract):
Restructuring and other related charges		1,253						354
Acquisition related expenses and adjustments		-						341
Non-cash stock-based compensation expense		1,263						2,060
CEO transition		2,287						-
Non-recurring professional fees		160						-
Tax effect of adjustments		(981	)					(496	)
Adjusted net income	$	8,667			3.9	%	$	7,542			3.2	%
Net income	$	4,685			2.1	%	$	5,283			2.3	%
Add (subtract):
Depreciation and amortization		4,186						3,727
Income tax expense		556						1,461
Interest expense		1,477						463
EBITDA	$	10,904			4.8	%	$	10,934			4.7	%
Add:
Restructuring and other related charges		1,253						354
Acquisition related expenses and adjustments		-						341
Non-cash stock-based compensation expense		1,263						2,060
CEO transition		2,287						-
Non-recurring professional fees		160						-
Adjusted EBITDA	$	15,867			7.0	%	$	13,689			5.9	%
Diluted net earnings per share	$	0.13					$	0.15
Add (subtract):
Restructuring and other related charges		0.04						0.01
Acquisition related expenses and adjustments		-						0.01
Non-cash stock-based compensation expense		0.04						0.05
CEO transition		0.07						-
Non-recurring professional fees		-						-
Tax effect of adjustments		(0.03	)					(0.01	)
Adjusted diluted net earnings per share	$	0.25					$	0.21

The Shyft Group, Inc. and Subsidiaries

Consolidated Financial Summary (Non-GAAP)

(In thousands, except per share data)

(Unaudited)

	Outlook
	Twelve Months Ended December 31, 2023
The Shyft Group, Inc.	Low			Mid			High
Net income	$	998		$	8,622		$	16,246
Add:
Depreciation and amortization		19,500			20,000			20,500
Interest expense		6,000			6,000			6,000
Taxes		250			2,155			4,061
EBITDA	$	26,748		$	36,777		$	46,807
Add:
Non-cash stock-based compensation and other charges		13,500			13,500			13,500
Adjusted EBITDA	$	40,248		$	50,277		$	60,307
Earnings per share	$	0.03		$	0.24		$	0.46
Add:
Non-cash stock-based compensation and other charges		0.38			0.38			0.38
Less tax effect of adjustments		(0.08	)		(0.08	)		(0.08	)
Adjusted earnings per share	$	0.33		$	0.55		$	0.76

*Table amounts may not add due to rounding

EX-99.2

Exhibit 99.2

XML

Document And Entity Information	Jul. 27, 2023
Document Information [Line Items]
Entity, Registrant Name	THE SHYFT GROUP, INC.
Document, Type	8-K
Document, Period End Date	Jul. 27, 2023
Entity, Incorporation, State or Country Code	MI
Entity, File Number	001-33582
Entity, Tax Identification Number	38-2078923
Entity, Address, Address Line One	41280 Bridge Street
Entity, Address, City or Town	Novi
Entity, Address, State or Province	MI
Entity, Address, Postal Zip Code	48375
City Area Code	517
Local Phone Number	543-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	SHYF
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000743238