Aebi Schmidt Holding AG 8-K/A, filed Aug 14, 2025
Aebi Schmidt Holding AG (AEBI)
8-K/A
2025-08-14
For: 2025-07-01
View Original
Added on
April 06, 2026
About this 8-K/A
Aebi Schmidt Holding AG filed this 8-K/A on August 14, 2025, reporting on events of July 1, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 1, 2025
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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CH-
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(Address of Principal Executive Offices)
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(Zip Code)
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+41 44-308-5800
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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. ☒
INTRODUCTORY NOTE
On July 1, 2025, Aebi Schmidt Holding AG, a Switzerland Aktiengesellschaft (the “Company”), completed
its acquisition of The Shyft Group, Inc., a Michigan corporation (the “Shyft”), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024 (as amended, restated or otherwise modified from time to time, the “Merger
Agreement”), by and among the Company, Shyft and the other parties named therein.
This Amendment No. 1 on Form 8-K/A is being filed to amend Item 9.01(a) and (b) of the Current Report on Form
8-K that the Company filed with the Securities and Exchange Commission (“SEC”) on July 1, 2025 regarding the completion of its acquisition of Shyft to include the historical financial statements of Shyft required by Item 9.01(a) of Form 8-K
and the pro forma financial information required by Item 9.01(b) of Form 8-K.
2
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Businesses Acquired
The audited financial statements of Shyft as of and for the year ended December 31, 2024, together with the notes related thereto and
the Report of Independent Registered Public Accounting Firm thereon, and unaudited financial statements of Shyft as of and for the three months ended March 31, 2025, are filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A and
incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma financial information for the Company, after giving effect to the acquisition of Shyft and adjustments described
in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits.
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Exhibit
No.
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Description
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Consent of Deloitte & Touche LLP (incorporated by reference to Exhibit 23.2 of the Company’s Registration Statement on Form S-8 (SEC File No.
333-288446), filed with the SEC on July 1, 2025).
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Audited consolidated financial statements of Shyft of December 31, 2024 and for the fiscal year ended December 31, 2024 and the notes related thereto and Report of Independent Registered Public Accounting
Firm thereon (incorporated by reference to pages 43 through 75 of Shyft’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (SEC File No. 001-33582), filed with the SEC on February 20, 2025).
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Unaudited condensed consolidated financial statements of Shyft as of March 31, 2025 and for the three months ended March 31, 2025 and the notes related thereto (incorporated by reference to pages 4 through 18
of Shyft’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (SEC File No. 001-33582), filed with the SEC on April 24, 2025).
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Unaudited pro forma condensed combined balance sheet as of March 31, 2025 and the unaudited pro forma condensed combined income statement for three months ended March 31, 2025 and the year ended December 31,
2024 and the notes related thereto, giving effect to the acquisition of Shyft.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Aebi Schmidt Holding AG has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 14, 2025
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AEBI SCHMIDT HOLDING AG
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By:
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/s/ Barend Fruithof
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Name:
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Barend Fruithof
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Title:
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Group CEO
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By:
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/s/ Marco Portmann
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Name:
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Marco Portmann
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Title:
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Group CFO
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Exhibit 99.3
The unaudited pro forma condensed combined financial information gives effect to the accounting for the Merger (see description
below), including the pro forma adjustments intended to illustrate the estimated effects of the Debt Financing (the “Financing Adjustments”) and the Merger and other related transactions (the “Transaction Accounting Adjustments” and, together with
the Financing Adjustments, collectively, the “Adjustments”).
The unaudited pro forma condensed combined financial information has been prepared by Aebi Schmidt Holding AG (the “Company”
or “Aebi Schmidt”) in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. The following unaudited pro forma condensed combined financial information as of and for the three months ended March 31, 2025, and for the year
ended December 31, 2024, is derived from:
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•
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the historical unaudited Consolidated Financial Statements and accompanying notes as of and for the three months ended March 31, 2025, as
included in Aebi Schmidt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025;
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•
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the historical audited Consolidated Financial Statements and accompanying notes as of and for the year ended December 31, 2024, as included
in Aebi Schmidt’s Registration Statement on Form S-4 (Commission File No. 333-286373) (the “Form S-4”);
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•
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the historical unaudited Consolidated Financial Statements and accompanying notes as of and for the three months ended March 31, 2025, as
included in Shyft’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025:
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•
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the historical audited Consolidated Financial Statements and accompanying notes as of and for the year ended December 31, 2024, as included
in Shyft’s 2024 Annual Report on Form 10-K for the year ended December 31, 2024.
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The historical financial statements of Aebi Schmidt and Shyft have been adjusted to depict in the accompanying unaudited pro forma
condensed combined financial information the accounting for the Transactions in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable
under the circumstances.
The Merger is accounted for as a business combination using the acquisition method with Aebi Schmidt as the accounting
acquirer in accordance with ASC 805. Under this method of accounting, the consideration transferred is allocated to Shyft’s assets acquired and liabilities assumed mostly based upon their estimated fair values at the closing date of the Merger
(the “Closing Date”). Any differences between the fair value of the consideration transferred and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The process of valuing the net assets of Shyft at the Closing
Date, the allocation of the consideration transferred as well as evaluating accounting policies for conformity, is preliminary but represents Aebi Schmidt’s current best estimate and is subject to revision.
The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and
do not purport to represent what the Combined Company’s actual results of operations or financial position would have been had the Transactions been completed on the dates indicated, nor are they necessarily indicative of the Combined Company’s
future results of operations or financial position for any future period. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. The final purchase
price allocation may differ from that reflected in the following unaudited pro forma condensed combined financial statements, and these differences may be material.
The Merger
On December 16, 2024, the Company entered into an Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger
Agreement’’), by and among The Shyft Group, Inc., a Michigan corporation (“Shyft”), the Company, ASH U.S. Group, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc.,
a Michigan corporation and direct, wholly owned subsidiary of Holdco (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Shyft (the “Merger”, and the time
at which the Merger is effective, the “Effective Time”), with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and as an indirect, wholly owned subsidiary of Aebi Schmidt (the transactions contemplated by the Merger
Agreement, the “Transactions”). “Combined Company” refers to Aebi Schmidt as of and following the Effective Time.
1
At the Effective Time (“July 1, 2025”), each share of common stock, no par value, of Shyft (“Shyft Common Stock”) that was issued
and outstanding as of immediately prior to the Effective Time (other than any shares of Shyft Common Stock that were held as of immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries)
automatically converted into the right to receive 1.040166432 (the “Exchange Ratio”) shares of fully paid and nonassessable shares of common stock, par value $1.00 per share, of Aebi Schmidt (“Aebi Schmidt Common Stock”), on the terms and subject
to the conditions set forth in the Merger Agreement.
Immediately following the Effective Time, the holders of shares of Shyft Common Stock as of immediately prior to the Effective Time
owned approximately 48% of the issued and outstanding shares of Aebi Schmidt Common Stock and the holders of shares of Aebi Schmidt Common Stock as of immediately prior to the Effective Time owned approximately 52% of the issued and outstanding
shares of Aebi Schmidt Common Stock.
Refinancing existing debt of Aebi Schmidt and Shyft
On March 10, 2025, the Company entered into a syndicated $600,000,000 credit facilities agreement (“New Credit Facilities
Agreement”) consisting of a multicurrency senior secured amortizing term loan facility in an aggregate principal amount of up to $350,000,000 (Facility A) and a multicurrency senior secured revolving loan facility in an aggregate principal amount
of up to $250,000,000 (Revolving Facility). With the closing of the Merger on July 1, 2025, the New Credit Facilities Agreement became effective.
On July 1, 2025, substantially concurrently with the consummation of the Merger, the Company repaid in full all
outstanding indebtedness, discharged and all other obligations (except those obligations that expressly survive termination) and terminated all credit commitments, security agreements and liens outstanding under that certain Amended and Restated
Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the lenders from time to time party thereto, Wells
Fargo Bank, National Association, as administrative agent, and certain other parties thereto. Upon such termination, all rights, obligations (except those obligations that expressly survive the termination of the Credit Agreement), liabilities and
security interests under the Credit Agreement were fully released and discharged.
Special Cash Retention and Restricted Stock Awards
The Human Resources and Compensation Committee (HRCC) of the Shyft’s Board believed that Jacob Farmer, the President of Fleet
Vehicles and Services, Joshua Sherbin, the Chief Legal, Administrative, and Compliance Officer, and Michael VanDieren, the Vice President of Corporate and Business Development, were essential for successfully integrating the business and creating
value for Aebi Schmidt after the Merger. To incentivize Messrs. Farmer, Sherbin, and VanDieren to remain employed with Aebi Schmidt, the HRCC and the Shyft’s Board approved special cash retention awards for these executives on December 15, 2024.
The total cash retention awards are $1,600,000 each for both Messrs. Farmer and Sherbin, and $400,000 for Mr. VanDieren. Messrs. Sherbin and VanDieren received their payments by December 31, 2024, and Mr. Farmer received his on June 27, 2025, but
they must repay the amounts to Shyft after taxes if they resign without good reason or if they are terminated for cause before the first anniversary of the Merger.
Additionally, the HRCC and the Shyft Board approved grants of restricted stock for Messrs. Farmer, Sherbin, and VanDieren on
December 15, 2024. The grant date fair value of these restricted stock awards is $2,000,000 each for both Messrs. Farmer and Sherbin, and $800,000 for Mr. VanDieren, based on the fair market value of Shyft Common Stock on the grant date. Each
restricted stock grant has two parts: one part fully vested upon grant, and the other part will vest in three equal annual installments on the first three anniversaries of the Closing Date.
As of June 30, 2025 and July 1, 2025, Messrs. VanDieren and Sherbin were both terminated from the Company, and
Messrs. Van Dieren and Sherbin forfeited their restricted stock awards described above. Mr. VanDieren was allowed to keep the cash retention bonus.
2
Aebi Schmidt’s Board granted additional bonus compensation in the form of 250,000 shares of Aebi Schmidt Common Stock
prior to the Closing Date (such numbers taking into effect the 1 to 7.5 stock split of the Aebi Schmidt Common Stock to be effected prior to the Closing) (the “Retention Awards”) to members of Aebi Schmidt’s executive board and other senior
executives of Aebi Schmidt and its group companies (collectively, “Aebi Schmidt Group”), as determined by Aebi Schmidt’s Board in its discretion. The Retention Awards are intended to reward the exceptional performance, help retain the services of
such executives by incentivizing them to continue to serve with the Combined Company following the Merger, and better align the interests to the Combined Company’s shareholders by increasing their equity stake in the Combined Company. The Retention
Awards will be subject to a lockup and clawback period which will expire on the third anniversary of the date of grant (the “Lock-up Release Date”). If a grantee’s employment with Aebi Schmidt Group terminates on or prior to the Lock-up Release
Date as the result of the grantee’s resignation for any reason or a termination by the Company for gross misconduct, or if the grantee fails to satisfy certain other conditions, the grantee’s Retention Award will be forfeited and the grantee will
be required to surrender the Aebi Schmidt Common Stock received under the Retention Award in full. If Aebi Schmidt Group terminates a grantee’s employment for a reason other than gross misconduct before the Lock-up Release Date, the grantee will
remain entitled to the Retention Award if all other conditions are met, and the shares of Aebi Schmidt Common Stock will vest upon the grantee’s termination of employment.
Equity Awards
At the Effective Time, Shyft’s outstanding equity awards were treated as follows:
| • |
Shyft Restricted Stock Units: At the
Effective Time, each Shyft restricted stock unit (“RSU”) that was held by an employee and did not vest on or prior to the Effective Time by its terms, was assumed by Aebi Schmidt and exchanged for
time-vesting Aebi Schmidt RSU of equivalent value and subject to substantially the same terms and conditions, including vesting and settlement terms, as applied to the corresponding Shyft RSU immediately prior to the Effective Time. The
number of shares of Aebi Schmidt Common Stock subject to such Aebi Schmidt RSU was equal to the product of (i) the total number of shares of Shyft Common Stock underlying such Shyft RSU prior to the Effective Time, multiplied by (ii) the
Exchange Ratio. Pursuant to ASC 805, the transaction date fair-value-based measured of the Shyft RSU being replaced was allocated to consideration transferred based on the ratio of pre-combination service over the greater of the total
service period or the original service period. Post-combination compensation expense, which will be recognized over the remaining requisite service period of the replacement awards following the Transactions, calculated as the difference
between the transaction date fair-value-based measure of the replacement Aebi Schmidt RSUs and the amount allocated to consideration transferred.
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Shyft Performance Stock Units: At the
Effective Time, each Shyft performance stock unit (“PSU”) that was held by an employee and did not vest on or prior to the Effective Time by its terms, was assumed by Aebi Schmidt and exchanged for
an Aebi Schmidt RSU (i) for the period prior to the date of the Merger Agreement, in respect of the number of shares of Aebi Schmidt Common Stock equal to the product of (x) the total number of shares of Shyft Common Stock subject to such
Shyft PSU immediately prior to the Effective Time, assuming performance goals are achieved based on the higher of target or actual performance as of immediately prior to the date of the Merger Agreement, multiplied by (y) the Exchange
Ratio and (ii) for the period commencing on the date of the Merger Agreement and ending on the Effective Time, in respect of the number of shares of Aebi Schmidt Common Stock equal to the product of (x) the total number of shares of Shyft
Common Stock subject to such Shyft PSU immediately prior to the Effective Time, assuming performance goals are achieved based on target performance, multiplied by (y) the Exchange Ratio. After the Effective Time, such Aebi Schmidt RSU
will only be subject to time-vesting and will vest at the end of the specified performance period. Pursuant to ASC 805, the transaction date fair-value-based measured of the Shyft PSU being replaced, considering the target level of
performance achievement as stipulated in the original award agreement, was allocated to consideration transferred based on the ratio of pre-combination service over the greater of the total service period or the original service period.
Post-combination compensation expense, which will be recognized over the remaining requisite service period of the awards following the Transactions, calculated as the difference between the transaction date fair-value-based measure of
the replacement Aebi Schmidt RSUs and the amount allocated to consideration transferred.
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3
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Shyft Director Restricted Stock Units: At the Effective Time, each Shyft Director RSU vested in full, and was cancelled in exchange for the right of the holder to receive the
number of shares of Aebi Schmidt Common Stock equal to the product of (i) the total number of shares of Shyft Common Stock underlying such Shyft Director RSU, multiplied by (ii) the Exchange Ratio. Pursuant to ASC 805, the entire
transaction date fair-value-based measure of the Shyft Director RSUs was recognized as consideration transferred as part of the Transactions due to the preexisting single-trigger provision requiring the acceleration of vesting in the event
of a change in control.
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All terms defined in this section of the report are used solely for the purposes of this section and do not apply to any other
section of this Current Report on Form 8-K/A.
4
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(USD in Thousands)
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||||||||||||||||||||||||||
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Aebi Schmidt
Group (Historical) -
USD
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The Shyft Group
(Historical) - USD
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Transaction Accounting Adjustments
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Notes
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Financing Adjustments
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Notes
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Pro Forma
Combined
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ASSETS
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Current assets
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Cash and cash equivalents
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$
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47,818
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$
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16,171
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$
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(6,830
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)
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2(g) |
$
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465,474
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2(p) |
$
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54,602
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|||||||||||||
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(2,555
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)
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2(j) |
(465,474
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)
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2(q) | |||||||||||||||||||||
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(2
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)
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2(c) | ||||||||||||||||||||||||
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Accounts receivable, net
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167,210
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102,148
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(354
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)
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2(i) |
-
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270,204
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|||||||||||||||||||
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1,200
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2(j) |
-
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||||||||||||||||||||||||
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Other receivables – chassis pool agreements
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-
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40,474
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(40,474
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)
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2(k) |
-
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-
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Contract assets
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31,068
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43,763
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-
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-
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74,831
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|||||||||||||||||||||
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Inventories
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260,393
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103,777
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4,123
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2(h) |
-
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368,293
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||||||||||||||||||||
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Prepaid expenses and other current assets
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29,934
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7,110
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-
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-
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37,044
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|||||||||||||||||||||
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Total current assets
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536,423
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313,443
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(44,892
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)
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-
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804,974
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Non-current assets
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Property, plant and equipment, net
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70,227
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81,114
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33,146
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2(d) |
-
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184,487
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Goodwill
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221,189
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64,142
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79,738
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2(a) |
-
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365,069
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||||||||||||||||||||
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Intangible assets, net
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171,779
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57,505
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105,695
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2(e) |
-
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334,979
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||||||||||||||||||||
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Deferred tax assets
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6,580
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23,545
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2,952
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2(n) |
-
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33,077
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||||||||||||||||||||
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Right of use assets operating leases
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67,986
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39,208
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3,780
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2(f) |
-
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110,974
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||||||||||||||||||||
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Other assets
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42,907
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2,126
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-
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(797
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)
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2(r) |
44,236
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|||||||||||||||||||
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Total Assets
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$
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1,117,091
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$
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581,083
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$
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180,419
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$
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(797
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)
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$
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1,877,796
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|||||||||||||||
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LIABILITIES AND SHAREHOLDERS'
EQUITY
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||||||||||||||||||||||||||
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Current liabilities
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||||||||||||||||||||||||||
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Accounts payable
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$
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92,848
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$
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88,287
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$
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(354
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)
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2(i) |
$
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-
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$
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180,781
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||||||||||||||
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Accrued warranty
|
9,398
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7,888
|
-
|
-
|
17,286
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|||||||||||||||||||||
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Accrued compensation and related taxes
|
18,946
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11,396
|
(955
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)
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2(j) |
-
|
41,241
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|||||||||||||||||||
|
|
11,854 |
2(l) |
-
|
|||||||||||||||||||||||
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Contract liabilities
|
19,534
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10,171
|
-
|
-
|
29,705
|
|||||||||||||||||||||
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Operating lease liabilities
|
9,703
|
9,463
|
-
|
-
|
19,166
|
|||||||||||||||||||||
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Other current liabilities and accrued expenses
|
83,505
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14,273
|
(13,734
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)
|
2(m) |
(18
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)
|
2(q) |
84,026
|
|||||||||||||||||
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Current portion of long-term debt
|
24,224
|
258
|
-
|
42,421
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2(p) |
43,416
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||||||||||||||||||||
|
|
-
|
(23,487
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)
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2(q) | ||||||||||||||||||||||
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Short-term debt – chassis pool agreements
|
-
|
40,474
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(40,474
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)
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2(k) |
-
|
-
|
|||||||||||||||||||
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Total current liabilities
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258,158
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182,210
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(43,663
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)
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18,916
|
415,621
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||||||||||||||||||||
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Non-current liabilities
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||||||||||||||||||||||||||
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Other non-current liabilities
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8,523
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9,674
|
-
|
-
|
18,197
|
|||||||||||||||||||||
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Long-term operating lease liabilities
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57,157
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31,546
|
-
|
-
|
88,703
|
|||||||||||||||||||||
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Long-term debt, less current portion
|
402,437
|
110,327
|
-
|
423,053
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2(p) |
495,864
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||||||||||||||||||||
|
-
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(441,969
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)
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2(q) | |||||||||||||||||||||||
5
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
|
||||||||||||||||||||||||||
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As of March 31, 2025
(USD in Thousands)
|
||||||||||||||||||||||||||
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Aebi Schmidt
Group (Historical) -
USD
|
The Shyft Group
(Historical) - USD
|
Transaction
Accounting
Adjustments
|
Notes
|
Financing Adjustments
|
Notes
|
Pro Forma
Combined
|
||||||||||||||||||||
|
-
|
2,016
|
2(r) | ||||||||||||||||||||||||
|
Deferred tax liabilities
|
19,412
|
-
|
34,300
|
2(n) |
-
|
53,712
|
||||||||||||||||||||
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Total Liabilities
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745,687
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333,757
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(9,363
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)
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2,016
|
1,072,097
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||||||||||||||||||||
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Commitments and contingent liabilities
|
||||||||||||||||||||||||||
|
Shareholders' equity:
|
||||||||||||||||||||||||||
|
Common stock, 10.00 CHF par value
|
50,794
|
101,944
|
(101,944
|
)
|
2(a) |
-
|
-
|
|||||||||||||||||||
|
(50,794
|
)
|
2(b) |
-
|
|||||||||||||||||||||||
|
Common stock, $ 1.00 par value
|
-
|
-
|
40,350
|
2(b) |
-
|
77,047
|
||||||||||||||||||||
|
|
36,351
|
2(c) |
-
|
|||||||||||||||||||||||
| 346 |
2(l)
|
|||||||||||||||||||||||||
|
Additional paid-in-capital
|
221,839
|
-
|
10,444
|
2(b) |
-
|
655,778
|
||||||||||||||||||||
|
406,107
|
2(c) |
-
|
||||||||||||||||||||||||
|
3,654
|
2(l) |
-
|
||||||||||||||||||||||||
|
13,734
|
2(m) |
-
|
||||||||||||||||||||||||
|
Treasury stock
|
(257
|
)
|
-
|
-
|
-
|
(257
|
)
|
|||||||||||||||||||
|
Retained earnings
|
63,322 |
145,382 |
(145,382 | ) |
2(a)
|
(2,813 | ) |
2(r)
|
37,425 |
|||||||||||||||||
| (6,830 | ) |
2(g)
|
- |
|||||||||||||||||||||||
| (15,854 | ) |
2(l)
|
- |
|||||||||||||||||||||||
| (400 | ) |
2(j)
|
||||||||||||||||||||||||
|
Accumulated other comprehensive (loss) income
|
35,636
|
-
|
-
|
-
|
35,636
|
|||||||||||||||||||||
|
Total Aebi Schmidt Holding AG shareholders’ equity
|
371,334
|
247,326
|
189,782
|
(2,813
|
)
|
805,629
|
||||||||||||||||||||
|
Non-controlling interest
|
70
|
-
|
-
|
-
|
70
|
|||||||||||||||||||||
|
Total shareholders' equity
|
371,404
|
247,326
|
189,782
|
(2,813
|
)
|
805,699
|
||||||||||||||||||||
|
Total Liabilities and shareholders' equity
|
$ |
1,117,091
|
$ |
581,083
|
$ |
180,419
|
$ |
(797
|
)
|
$ |
1,877,796
|
|||||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
6
|
(USD in Thousands)
|
||||||||||||||||||||||||||
|
Aebi Schmidt
Group
(Historical) - USD
|
The Shyft Group
(Historical) - USD
|
Transaction
Accounting
Adjustments
|
Notes
|
Financing Adjustments
|
Notes
|
Pro Forma Combined
|
||||||||||||||||||||
|
Sales
|
$
|
249,186
|
$
|
204,599
|
$
|
(1,263
|
)
|
3(f) |
-
|
$
|
452,522
|
|||||||||||||||
|
Cost of products sold
|
195,880
|
164,297
|
886
|
3(a) |
-
|
360,046
|
||||||||||||||||||||
|
246
|
3(c) |
-
|
||||||||||||||||||||||||
|
(1,263
|
)
|
3(f) |
-
|
|||||||||||||||||||||||
|
Gross profit
|
53,306
|
40,302
|
(1,132
|
)
|
-
|
92,476
|
||||||||||||||||||||
|
Operating expenses
|
||||||||||||||||||||||||||
|
Research and development
|
4,627
|
3,887
|
-
|
-
|
8,514
|
|||||||||||||||||||||
|
Selling, general and administrative
|
30,724
|
34,666
|
98
|
3(a) |
-
|
62,713
|
||||||||||||||||||||
|
73
|
3(c) |
-
|
||||||||||||||||||||||||
|
251
|
3(g) |
-
|
||||||||||||||||||||||||
|
(1,540
|
)
|
3(h) |
-
|
|||||||||||||||||||||||
|
(1,559
|
)
|
3(j) |
-
|
|||||||||||||||||||||||
|
Amortization of purchased intangibles
|
3,574
|
-
|
1,086
|
3(b) |
-
|
6,219
|
||||||||||||||||||||
|
1,559
|
3(j) |
-
|
||||||||||||||||||||||||
|
Other operating expense
|
(13
|
)
|
-
|
-
|
-
|
(13
|
)
|
|||||||||||||||||||
|
Total operating expenses
|
38,912
|
38,553
|
(32
|
)
|
-
|
77,433
|
||||||||||||||||||||
|
Operating income
|
14,394
|
1,749
|
(1,100
|
)
|
-
|
15,043
|
||||||||||||||||||||
|
Other income (expense)
|
||||||||||||||||||||||||||
|
Interest expense
|
(6,503
|
)
|
(2,661
|
)
|
-
|
(10,493
|
)
|
3(l) |
(12,443
|
)
|
||||||||||||||||
|
-
|
7,214
|
3(m) | ||||||||||||||||||||||||
|
Other income (expense)
|
(5,042
|
)
|
130
|
-
|
-
|
(4,912
|
)
|
|||||||||||||||||||
|
Total other expense
|
(11,545
|
)
|
(2,531
|
)
|
-
|
(3,279
|
)
|
(17,355
|
)
|
|||||||||||||||||
|
Income (loss) before income taxes
|
2,849
|
(782
|
)
|
(1,100
|
)
|
(3,279
|
)
|
(2,312
|
)
|
|||||||||||||||||
|
Income tax expense
|
787
|
654
|
(274
|
)
|
3(k) |
(816
|
)
|
3(o) |
351
|
|||||||||||||||||
|
Net income (loss)
|
2,062
|
(1,436
|
)
|
(826
|
)
|
(2,463
|
)
|
(2,663
|
)
|
|||||||||||||||||
|
Net income attributable to non-controlling interest
|
(13
|
)
|
-
|
-
|
-
|
(13
|
)
|
|||||||||||||||||||
|
Net income (loss) attributable to Aebi Schmidt Holding AG
|
$
|
2,075
|
$
|
(1,436
|
)
|
$
|
(826
|
)
|
$
|
(2,463
|
)
|
$
|
(2,650
|
)
|
||||||||||||
|
Weighted average shares outstanding
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Basic
|
40,350
|
-
|
-
|
77,047
|
||||||||||||||||||||||
|
Diluted
|
40,350
|
-
|
-
|
77,047
|
||||||||||||||||||||||
|
Earnings per share
|
-
|
-
|
||||||||||||||||||||||||
|
Basic
|
$
|
0.05
|
-
|
-
|
$
|
(0.03
|
)
|
|||||||||||||||||||
|
Diluted
|
$
|
0.05
|
-
|
-
|
$
|
(0.03
|
)
|
|||||||||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
7
|
(USD in Thousands)
|
||||||||||||||||||||||||||
|
Aebi Schmidt Group
(Historical) - USD
|
The Shyft Group
(Historical) - USD
|
Transaction
Accounting
Adjustments
|
Notes
|
Financing
Adjustments
|
Notes
|
Pro Forma Combined
|
||||||||||||||||||||
|
Sales
|
$
|
1,085,958
|
$
|
786,176
|
$
|
(4,095
|
)
|
3(f) | $ |
-
|
$
|
1,868,039
|
||||||||||||||
|
Cost of products sold
|
857,721
|
628,986
|
3,882
|
3(a) |
-
|
1,491,600
|
||||||||||||||||||||
|
983
|
3(c) |
-
|
||||||||||||||||||||||||
|
4,123
|
3(e) |
-
|
||||||||||||||||||||||||
|
(4,095
|
)
|
3(f) |
-
|
|||||||||||||||||||||||
|
Gross profit
|
228,237
|
157,190
|
(8,988
|
)
|
-
|
376,439
|
||||||||||||||||||||
|
Operating expenses
|
||||||||||||||||||||||||||
|
Research and development
|
19,556
|
16,319
|
-
|
-
|
35,875
|
|||||||||||||||||||||
|
Selling, general and administrative
|
124,660
|
136,764
|
431
|
3(a) |
-
|
276,207
|
||||||||||||||||||||
|
294
|
3(c) |
-
|
||||||||||||||||||||||||
|
6,830
|
3(d) |
-
|
||||||||||||||||||||||||
|
3,005
|
3(g) |
-
|
||||||||||||||||||||||||
|
(6,776
|
)
|
3(h) |
-
|
|||||||||||||||||||||||
|
15,854
|
3(i) |
-
|
||||||||||||||||||||||||
|
(4,855
|
)
|
3(j) |
-
|
|||||||||||||||||||||||
|
Amortization of purchased intangibles
|
14,088
|
-
|
7,623
|
3(b) |
-
|
26,566
|
||||||||||||||||||||
|
4,855
|
3(j) |
-
|
||||||||||||||||||||||||
|
Other operating expense
|
1,441
|
-
|
-
|
-
|
1,441
|
|||||||||||||||||||||
|
Total operating expenses
|
159,745
|
153,083
|
27,261
|
-
|
340,089
|
|||||||||||||||||||||
|
Operating income
|
68,492
|
4,107
|
(36,249
|
)
|
-
|
36,350
|
||||||||||||||||||||
|
Other income (expense)
|
||||||||||||||||||||||||||
|
Interest expense
|
(34,106
|
)
|
(8,540
|
)
|
-
|
(42,347
|
)
|
3(l) |
(54,309
|
)
|
||||||||||||||||
|
-
|
33,497
|
3(m) | ||||||||||||||||||||||||
|
-
|
(2,813
|
)
|
3(n) | |||||||||||||||||||||||
|
Other income (expense)
|
7,278
|
2,204
|
-
|
(2,463
|
)
|
3(l) |
7,019
|
|||||||||||||||||||
|
Total other expense
|
(26,828
|
)
|
(6,336
|
)
|
-
|
(14,126
|
)
|
(47,290
|
)
|
|||||||||||||||||
|
Income (loss) before income taxes
|
41,664
|
(2,229
|
)
|
(36,249
|
)
|
(14,126
|
)
|
(10,940
|
)
|
|||||||||||||||||
|
Income tax expense
|
10,927
|
566
|
(8,628
|
)
|
3(k) |
(3,517
|
)
|
3(o) |
(652
|
) | ||||||||||||||||
|
Net income (loss)
|
30,737
|
(2,795
|
)
|
(27,621
|
)
|
(10,609
|
)
|
(10,288
|
)
|
|||||||||||||||||
|
Net income attributable to non-controlling interest
|
55
|
-
|
-
|
-
|
55
|
|||||||||||||||||||||
|
Net income (loss) attributable to Aebi Schmidt Holding AG
|
$
|
30,682
|
$
|
(2,795
|
)
|
$
|
(27,621
|
)
|
$
|
(10,609
|
)
|
$
|
(10,343
|
)
|
||||||||||||
|
Weighted average shares outstanding
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Basic
|
40,350
|
-
|
-
|
77,047
|
||||||||||||||||||||||
|
Diluted
|
40,350
|
-
|
-
|
77,047
|
||||||||||||||||||||||
|
Earnings per share
|
||||||||||||||||||||||||||
|
Basic
|
$
|
0.76
|
-
|
-
|
$
|
(0.13
|
)
|
|||||||||||||||||||
|
Diluted
|
$
|
0.76
|
-
|
-
|
$
|
(0.13
|
)
|
|||||||||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
8
The accompanying pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited
pro forma condensed combined balance sheet was prepared using the historical balance sheets of Aebi Schmidt and Shyft as of March 31, 2025.
The unaudited pro forma condensed combined balance sheet is presented as if the Transactions had occurred on March 31, 2025,
and the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025, and for the year ended December 31, 2024, give effect to the Transactions as if they occurred on January 1, 2024.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies,
operating efficiencies or cost savings that may result from the integration costs that may be incurred. The pro forma adjustments represent Aebi Schmidt’s best estimates and are based upon currently available information and certain assumptions
that Aebi Schmidt believes are reasonable under the circumstances. There are no other material transactions or accounting policy differences between Aebi Schmidt and Shyft during the periods presented, other than the adjustments being made in the
pro forma financial information.
The Merger is accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other
things, that the assets acquired, and liabilities assumed be recognized at their Closing Date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired, if any, recorded as
goodwill.
|
(a)
|
Reflects the elimination of Shyft’s historical equity upon Closing Date.
|
|
(b)
|
On July 1, 2025, Aebi Schmidt effected a forward stock split of its issued and outstanding common stock, par value $1.00 per share, at a ratio of 1 to 7.5
(the “Forward Stock Split”). Shares of common stock were proportionately increased. The Forward Stock Split has been presented in the pro forma balance sheet as an elimination of the common stock, par value 10.00 CHF and recording the
after-split common stock, $1.00 par value with the corresponding impact to additional paid-in capital.
|
|
(c)
|
The accounting for the Merger is based on currently available information and is considered preliminary. The final accounting for the Merger may differ
materially from that presented in this unaudited pro forma condensed combined financial information.
|
The stock price of Shyft Common Stock as of June 30, 2025, the last trading day prior to delisting, is used to measure the
consideration transferred as it is more reliably measurable than the stock price of Aebi Schmidt Common Stock on the Closing date.
The following table presents the calculation of preliminary consideration transferred:
|
(In thousands, except share count and per share data)
|
||||
|
Aebi shares issued to Shyft shareholders on July 01, 2025 (1)
|
36,350,634
|
|||
|
Shyft stock price on June 30, 2025 (2)
|
$
|
12.54
|
||
|
Exchange ratio
|
1.04
|
|||
|
Fair value of share consideration
|
$
|
438,234
|
||
|
Add: Fair value of Shyft equity awards allocated to pre-acquisition period (3)
|
4,224
|
|||
|
Add: Cash paid for fractional shares
|
2
|
|||
|
Fair value of purchase consideration transferred
|
$
|
442,460
|
||
9
(1) Includes vested Shyft Director RSU awards.
(2) The fair value of the share consideration and the replacement awards issued to Shyft employees was determined using Shyft’s stock price, as it
was considered more reliably measurable than the stock price of Aebi Schmidt. The measurement was based on Shyft’s stock price as of June 30, 2025, the last trading day prior to delisting, which occurred on the Closing Date of July 1, 2025.
(3) Represents the estimated fair value of Shyft RSUs (other than Shyft Director RSUs) and Shyft PSUs attributable to pre-combination services.
See Description of the Transactions, Equity awards in the Introduction section. $4.2 million of Shyft RSUs are attributed to pre-combination service, and $4.2 million of Shyft PSUs are attributed to pre-combination service.
This is recorded as follows:
|
(In thousands)
|
As of March 31, 2025
|
|||
|
Common stock
|
$
|
36,351
|
||
|
Additional paid-in-capital
|
406,107
|
|||
|
Cash and cash equivalents
|
2
|
|||
|
Fair value of consideration transferred
|
$
|
442,460
|
||
|
Preliminary allocation of consideration transferred
|
||||
|
(In thousands)
|
Fair value
|
|||
|
Cash and cash equivalents
|
$
|
16,171
|
||
|
Accounts receivable
|
102,148
|
|||
|
Contract assets
|
43,763
|
|||
|
Inventories
|
107,900
|
|||
|
Other current assets
|
7,110
|
|||
|
Property, plant and equipment, net
|
114,260
|
|||
|
Right of use assets operating leases
|
42,988
|
|||
|
Intangible assets, net
|
163,200
|
|||
|
Other assets
|
2,126
|
|||
|
Total assets
|
599,666
|
|||
|
Accounts payable
|
88,287
|
|||
|
Accrued warranty
|
7,888
|
|||
|
Accrued compensation and related taxes
|
11,396
|
|||
|
Contract liabilities
|
10,171
|
|||
|
Operating lease liabilities
|
9,463
|
|||
|
Other current liabilities and accrued expenses
|
14,273
|
|||
|
Current portion of long-term debt
|
258
|
|||
|
Other non-current liabilities
|
9,674
|
|||
|
Long-term operating lease liabilities
|
31,546
|
|||
|
Long-term debt, less current portion
|
110,327
|
|||
|
Net deferred tax liabilities
|
7,803
|
|||
|
Net assets acquired
|
298,580
|
|||
|
Goodwill
|
143,880
|
|||
|
Fair value of consideration transferred
|
$
|
442,460
|
||
The preliminary purchase accounting was based on certain valuation techniques dependent on the asset class of the acquired
assets and liabilities assumed including intangible assets, inventory, property, plant and equipment, and leases. A final determination of the fair value of Shyft’s assets and liabilities will be performed. The final acquisition consideration
allocation may be materially different than that reflected in the preliminary acquisition consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the unaudited condensed combined pro
forma financial statements may change the amount of the total acquisition consideration allocated to goodwill and other assets and liabilities and may impact the Combined Company statements of income due to adjustments in the depreciation and
amortization of the adjusted assets.
10
|
(d)
|
Represents the preliminary estimated fair value adjustment to property, plant and equipment acquired. The preliminary fair value of personal property was
determined primarily using the cost approach, with the market approach applied to certain assets where an active secondary market exists. The fair value of real property was determined using the cost and sales comparison approach. Fair
values were developed by comparing asset-specific cost data, market benchmarks, and industry trends.
|
The general categories of the acquired identified tangible assets are the following:
|
(In thousands)
|
Carrying value as
of March 31, 2025
|
Step-up
|
Fair value
|
|||||||||
|
Land and improvements
|
$
|
9,926
|
$
|
6,564
|
$
|
16,490
|
||||||
|
Buildings and improvements
|
31,435
|
13,435
|
44,870
|
|||||||||
|
Plant machinery and equipment & Vehicles
|
34,741
|
11,559
|
46,300
|
|||||||||
|
Furniture and fixtures
|
4,180
|
1,920
|
6,100
|
|||||||||
|
Construction in process
|
832
|
(332
|
)
|
500
|
||||||||
|
Total property, plant and equipment acquired and pro forma adjustment
|
$
|
81,114
|
$
|
33,146
|
$
|
114,260
|
||||||
|
(e)
|
Reflects the preliminary estimated fair value of the identifiable intangible assets acquired. The estimated fair values and useful lives of the intangible
assets are preliminary and subject to change upon finalization of the purchase price allocation. The preliminary fair values of trade name and technology were determined using the relief-from-royalty method, while customer relationships
and backlog were valued using the multi-period excess earnings method (MPEEM).
|
The general categories of the acquired identified intangible assets are the following:
|
(In thousands)
|
Carrying value as
of March 31, 2025
|
Step-up
|
Fair value
|
|||||||||
|
Trade name
|
$
|
20,807
|
$
|
45,293
|
$
|
66,100
|
||||||
|
Customer relationships
|
31,747
|
35,653
|
67,400
|
|||||||||
|
Technology
|
4,124
|
23,676
|
27,800
|
|||||||||
|
Non-compete agreements
|
324
|
(324
|
)
|
-
|
||||||||
|
Backlog
|
503
|
1,397
|
1,900
|
|||||||||
|
Total identifiable intangible assets and pro forma adjustment
|
$
|
57,505
|
$
|
105,695
|
$
|
163,200
|
||||||
|
(f)
|
Reflects the adjustment to recognize the net lease intangible asset of $3.8 million that represents the off-market terms of the acquired lease agreements.
This represents the fair value of lease contracts that are either favorable or unfavorable relative to current market terms, as assessed at the acquisition date. The net asset was measured as the present value of the difference between
contractual lease payments and market-based lease rates over the remaining lease term. This adjustment results in the recognition of an off-market lease intangible.
|
|
(g)
|
Reflects nonrecurring transaction-related expenses of $6.8 million incurred by Aebi Schmidt, including legal, accounting and regulatory fees directly
associated with the Merger paid at the Closing Date.
|
|
(h)
|
Reflects the adjustment to Shyft’s inventory to step up to fair value using the net realizable value method. The estimated fair value of inventory is
preliminary and subject to change.
|
|
(i)
|
Represents the elimination of accounts receivable and accounts payable, in the unaudited pro forma condensed combined balance sheet arising from intercompany
sales and purchases of products between Aebi Schmidt and Shyft.
|
11
|
(j)
|
Represents the Shyft cash retention bonus payment of $1.6 million paid to Mr. Farmer at the time of the Merger and corresponding receivable recorded, and the
removal of the receivable of $0.4 million related to Mr. VanDieren that was recorded in the historical balance sheet. The receivable for the retention bonus payment to Messrs. Sherbin and VanDieren is reflected in Shyft’s historical
balance sheet, as Shyft paid them in December 2024. Mr. VanDieren was terminated on June 30, 2025, and was allowed to keep his cash retention bonus thus the receivable is removed from the historical balance sheet. See Description of the
Transactions, Special cash retention and restricted stock awards in the Introduction section.
|
|
In addition, an adjustment of $1.0 million has been recorded to reflect the payment of Aebi Schmidt transaction bonuses to certain
employees in connection with the closing of the Merger. This amount was accrued in Aebi Schmidt's historical financials and has been eliminated to reflect the payment in the pro forma balance sheet as of March 31, 2025.
|
|
(k)
|
During the preparation of this unaudited pro forma condensed combined financial information, management performed an analysis of Shyft’s financial
information to identify differences in accounting policies compared to those of Aebi Schmidt. Adjustment represents the alignment of Shyft’s policies on chassis pool arrangements to Aebi Schmidt’s policies.
|
|
(l)
|
Represents the adjustment to retained earnings to record a one-time post-combination expense related to severance costs of Shyft executives made after the
Merger under the Shyft Executive Severance Plan. The severance benefits total $15.9 million, including cash severance and bonus, health benefits, and the acceleration of unvested Shyft RSU and Shyft PSU equity awards. Because these awards
are vested at closing and require no further service, the entire post-combination portion of such awards is recognized as compensation expense immediately after the closing of the Merger. See below for the adjustments to be made to
accrued compensation, common stock and additional paid-in-capital as results of the severance benefits.
|
|
(In thousands)
|
As of March 31, 2025
|
|||
|
Cash severance
|
$
|
11,720
|
||
|
Health benefits
|
134
|
|||
|
Pro forma adjustment to accrued compensation and related taxes
|
$
|
11,854
|
||
|
(In thousands)
|
As of March 31, 2025
|
|||
|
RSUs and PSUs accelerated as part of the Executive Severance Plan
|
$
|
4,000
|
||
|
Pro forma adjustment to common stock, $ 1.00 par value
|
$ |
346
|
||
|
Pro forma adjustment to additional paid-in-capital
|
$
|
3,654
|
||
|
(m)
|
Reflects the reclassification of the repurchase liability of Aebi Schmidt employee shares as a result of the Merger. Under the Employee Share Plan, Aebi
Schmidt has the obligation to repurchase all shares held by the plan participants using the last fair value calculated prior to termination if a participant terminates for any reason other than death or retirement. Therefore, Aebi Schmidt
historically recognized a liability based on the repurchase provisions of the award and remeasured this liability at each balance sheet date based on the then-current cash redemption value. In accordance with the terms of the Employee
Share Plan, this repurchase obligation is waived once Aebi Schmidt’s shares are successfully listed on an active stock exchange as a result of an IPO or Merger. After the Merger, the participants may freely dispose of all shares once the
lock-up periods are lifted. Therefore, Aebi Schmidt no longer has an obligation to buy back shares from plan participants. The liability is reclassified to equity accordingly.
|
|
(n)
|
Reflects estimated deferred taxes related to the purchase price allocation and income tax impact related to the pro forma adjustments. Tax-related
adjustments are based upon a blended statutory tax rate of approximately 24.9% which represents the adjustment to the deferred tax balances associated with the incremental differences in the book and tax basis created from the purchase
price allocation, primarily resulting from the preliminary fair value of intangible assets and property, plant and equipment. The effective tax rate of Aebi Schmidt following the Transactions could be significantly different (either
higher or lower) depending on post-acquisition activities, including the geographical mix of income.
|
12
|
(o)
|
Represents the adjustment to goodwill based on the purchase price allocation.
|
|
(In thousands)
|
Amounts
|
|||
|
Goodwill resulting from the Merger (Note 2b)
|
$
|
143,880
|
||
|
Less: Elimination of Shyft’s historical goodwill
|
(64,142
|
)
|
||
|
Pro forma adjustment
|
$
|
79,738
|
||
|
(p)
|
Adjustments included in the Financing Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2025, are
as follows:
|
Reflects adjustments to cash and cash equivalents related to the refinancing:
|
(In thousands)
|
As of March 31, 2025
|
|||
|
Proceeds from the Term loan facility (1)
|
$
|
350,000
|
||
|
Proceeds from the Revolving facility (2)
|
124,605
|
|||
|
Payment of financing costs (3)
|
(9,131
|
)
|
||
|
Pro forma adjustment
|
$
|
465,474
|
||
Reflects the impact to the current portion of long-term debt and non-current portion of long-term related to the refinancing:
|
(In thousands)
|
Current portion of
long-term debt |
Long-term
debt |
Total
|
|||||||||
|
Term loan facility (1)
|
$
|
17,500
|
$
|
332,500
|
$
|
350,000
|
||||||
|
Revolving facility (2)
|
24,921
|
99,684
|
124,605
|
|||||||||
|
Payment of financing costs (3)
|
(9,131
|
)
|
(9,131
|
)
|
||||||||
|
Pro forma adjustment
|
$
|
42,421
|
$
|
423,053
|
$
|
465,474
|
||||||
(1) Relates to the New Term Loan Credit Facility issued by Aebi Schmidt in contemplation of the Merger. See Description of the Transactions,
Refinancing existing debt of Aebi Schmidt and Shyft in the Introduction section.
(2) Estimated total proceeds received by Aebi Schmidt from drawing upon the New Revolving Credit Facility. See Description of the Transactions,
Refinancing existing debt of Aebi Schmidt and Shyft in the Introduction section.
(3) Consists of the commitment fee, structuring fee, and other debt issuance costs.
|
(q)
|
Reflects the repayment of existing debt and accrued interest of Shyft and Aebi Schmidt as of March 31, 2025. The Company used the net proceeds from the new
debt to fully repay the Aebi and Shyft existing debt and to pay related accrued interest and fees. See Description of the Transactions, Refinancing existing debt of Aebi Schmidt and Shyft in the Introduction section. The refinancing of
the existing indebtedness of Aebi Schmidt and Shyft will be accounted for as a debt extinguishment. This presentation is preliminary and subject to change as additional information becomes available to finalize the accounting treatment.
|
The details of historical debt of Shyft and Aebi Schmidt and amount of debt repaid are as follows. This table excludes accrued
interest payable of $0.1 million which was recorded separately within other current liabilities and accrued expenses.
|
(In thousands)
|
Aebi Schmidt
(Historical)
|
Shyft
(Historical)
|
Existing debt repaid
|
|||||||||
|
Revolving credit facility & Term loan
|
$
|
355,456
|
$
|
110,000
|
$
|
465,456
|
||||||
|
Shareholder loan
|
53,775
|
-
|
-
|
|||||||||
|
Mortgage loan
|
10,266
|
-
|
-
|
|||||||||
|
Finance lease obligations
|
2,089
|
585
|
-
|
|||||||||
|
Other local credit lines
|
7,091
|
-
|
-
|
|||||||||
|
Deferred financing costs
|
(2,016
|
)
|
-
|
-
|
||||||||
|
Total debt
|
$
|
426,661
|
$
|
110,585
|
$
|
465,456
|
||||||
|
Less: current portion of long-term debt
|
(23,229
|
)
|
(258
|
)
|
(23,487
|
)
|
||||||
|
Less: current portion of finance lease obligations
|
(995
|
)
|
||||||||||
|
Total long-term debt
|
$
|
402,437
|
$
|
110,327
|
$
|
441,969
|
||||||
13
|
(r)
|
Reflects the write-off of $2.8 million of deferred financing costs relating to historical Shyft and Aebi Schmidt of $2.0 million and $0.8 million,
respectively.
|
|
(a)
|
This represents a net increase in depreciation expense on a straight-line basis of $0.9 million for the three months ended March 31, 2025, and $4.3 million
for the year ended December 31, 2024. The increase is based on the preliminary step-up in the fair value of property, plant, and equipment and the related estimated useful lives assigned. Depreciation expense is allocated based on the
nature of activities associated with the use of the property, plant, and equipment. For the three months ended March 31, 2025, $0.8 million is allocated to cost of products sold and $0.1 million to selling, general, and administrative
expenses. For the year ended December 31, 2024, $3.9 million is allocated to cost of products sold and $0.4 million to selling, general, and administrative expenses.
|
|
(In thousands)
|
Useful life
|
Fair value
|
Depreciation
expense for the
three months
ended March 31,
2025
|
Depreciation
expense for the
year ended
December 31,
2024
|
||||||||||||
|
Land and improvements
|
N/A
|
$ |
16,490
|
$ | - | $ | - | |||||||||
|
Buildings and improvements
|
20
|
44,870
|
561
|
2,244
|
||||||||||||
|
Plant machinery and equipment & Vehicles
|
3
|
46,300
|
3,858
|
15,433
|
||||||||||||
|
Furniture and fixtures
|
3
|
6,100
|
508
|
2,033
|
||||||||||||
|
Construction in process
|
N/A
|
500
|
- |
-
|
||||||||||||
|
Total property and equipment acquired
|
114,260
|
4,927
|
19,710
|
|||||||||||||
|
Less: Historical depreciation expense
|
3,943
|
15,397
|
||||||||||||||
|
Pro forma adjustment for increase in depreciation expense
|
$ |
984
|
$ |
4,313
|
||||||||||||
|
(b)
|
Represents the pro forma adjustment to record amortization expense of $1.1 million for the three months ended March 31, 2025, and $7.6 million for the year
ended December 31, 2024. These amounts are based on the fair value of identified intangible assets, less historical amortization expense of $1.6 million for the three months ended March 31, 2025, and $4.9 million for the year ended
December 31, 2024.
|
|
(In thousands)
|
Useful life
|
Fair value
|
Amortization
expense for the
three months
ended March 31,
2025
|
Amortization
expense for the
year ended
December 31,
2024
|
||||||||||||
|
Trade name
|
20
|
$
|
66,100
|
$
|
826
|
$
|
3,305
|
|||||||||
|
Customer relationship
|
15
|
67,400
|
1,124
|
4,493
|
||||||||||||
|
Technology
|
10
|
27,800
|
695
|
2,780
|
||||||||||||
|
Backlog
|
1
|
1,900
|
-
|
1,900
|
||||||||||||
|
Total identifiable intangible assets
|
163,200
|
2,645
|
12,478
|
|||||||||||||
|
Less: Historical Amortization expense
|
1,559
|
4,855
|
||||||||||||||
|
Pro forma adjustment for incremental amortization expense
|
$
|
1,086
|
$
|
7,623
|
||||||||||||
14
|
(c)
|
Represents the related amortization expense associated with the recognized off-market lease intangible of $0.3 million for the three months ended March 31,
2025, and $1.3 million for the year ended December 31, 2024. The amortization expense is allocated between cost of products sold and selling, general and administrative expenses based on the functional use of the leased properties. For
the three months ended March 31, 2025, $0.2 million is allocated to cost of products sold, and $0.1 million to selling, general, and administrative expenses. For the year ended December 31, 2024, $1.0 million is allocated to cost of
products sold, and $0.3 million to selling, general, and administrative expenses.
|
|
(d)
|
Reflects estimated nonrecurring transaction-related expenses of $6.8 million incurred by Aebi Schmidt, including legal, accounting and regulatory fees
directly associated with the Merger. These nonrecurring expenses are not anticipated to affect the unaudited pro forma condensed combined statement of operations beyond twelve months after the Closing Date.
|
|
(e)
|
To record the increase to the cost of products sold by the amount related to the inventory fair value step up, which is further described in Note 2(h) and
expected to be sold within one year.
|
|
(f)
|
Represents the elimination of sales and cost of products sold in the unaudited pro forma condensed combined statement of operations arising from intercompany
transactions between Aebi Schmidt and Shyft.
|
|
(g)
|
Represents the pro forma adjustment to record Shyft’s cash retention award expenses related to Messrs. Farmer and VanDieren and Aebi Schmidt’s retention
award expenses related to restricted stock awards granted to Aebi Schmidt employees. The adjustment includes $2.0 million of compensation expense related to the Shyft cash retention awards, which are expected to vest within the first year
after the Closing, and $1.25 million of stock-based compensation expense related to the Aebi Schmidt restricted stock awards, which vest over a three year service period. Aebi granted 250,000 restricted stock awards to employees in
connection with the Merger. Of the $1.25 million of stock-based compensation expense, $0.25 million of expense is recognized in the three months ended March 31, 2025 and $1.0 million is recognized in the year ended December 31, 2024. See
Description of the Special Cash Retention and Restricted Stock Awards in the Introduction section for further detail.
|
|
(h)
|
Represents the net pro forma adjustment to record the elimination of Shyft’s historical stock-based compensation expense of $2.3 million and $10.3 million
for the three months ended March 31, 2025 and for the year ended December 31, 2024 respectively, and recognition of new stock-based compensation expense of $0.7 million and $3.5 million and for the post-combination portion of the Shyft
RSUs and Shyft PSUs for the three months ended March 31, 2025 and for the year ended December 31, 2024, respectively.
|
|
(In thousands)
|
For the three months
ended March 31, 2025
|
For the year ended
December 31, 2024
|
||||||
|
Post-combination stock-based compensation expense
|
$
|
773
|
$
|
3,474
|
||||
|
Less: Historical stock-based compensation expense
|
2,313
|
10,250
|
||||||
|
Pro forma adjustment for increase/(decrease) in stock-based compensation expense
|
$
|
(1,540
|
)
|
$
|
(6,776
|
)
|
||
|
(i)
|
Represents the adjustment to Aebi Schmidt’s selling, general, and administrative to record one-time post-combination expense related to assumed severance
costs of Shyft executives made after the Merger under the Shyft Executive Severance Plan for the severance benefits totalling $15.9 million for the year ended December 31, 2024, including cash severance and bonus, health benefits, and the
acceleration of unvested Shyft RSUs and Shyft PSUs.
|
15
|
(j)
|
Represents the reclassification of amounts related to amortization of purchased intangibles included under “selling, general and administrative” to
amortization of purchased intangibles.
|
|
(k)
|
Reflects the estimated income tax impact related to the pro forma transaction accounting adjustments. Tax-related adjustments are based upon a blended
statutory tax rate of approximately 24.9% for the amortization of intangible assets and other pro forma adjustments. The applicable blended statutory tax rates are based on the jurisdictions in which the assets are located and are not
necessarily indicative of the effective tax rate of Aebi Schmidt following the Transactions, which could be significantly different depending on post-acquisition activities, including the geographical mix of income.
|
|
(l)
|
Adjustments included in the Financing Adjustments column in the accompanying unaudited pro forma condensed combined statement of income (loss) for the three
months March 31, 2025, and the year ended December 31, 2024, are as follows:
|
Reflects the interest expense related to the financing, amortization of issuance costs recorded in interest expense as shown in the table below and
expense of ticking fees of $2.5 million recorded in other expense:
|
(In thousands)
|
For the three months
ended March 31, 2025 |
For the year ended
December 31, 2024
|
||||||
|
Interest expense related to the New Credit Facilities Agreement (1)
|
$
|
10,029
|
$
|
40,563
|
||||
|
Amortization of debt issuance costs related to Aebi Schmidt’s
financing |
464
|
1,784
|
||||||
|
Pro forma adjustment
|
$
|
10,493
|
$
|
42,347
|
||||
(1) Represents the additional interest expense and amortization of debt issuance costs on the Facility A (as defined above) and the Revolving
Facility (as defined above), calculated using the effective interest rate method, with an interest rate of 7.99%.
|
(m)
|
Reflects the reversal of historical interest expense on existing debt for the three months March 31, 2025, and for year ended December 31, 2024, which was
settled as documented in Note 2(q).
|
|
(n)
|
Reflects the write-off of the remaining deferred financing costs on Shyft and Aebi Schmidt existing debt in connection with the repayment, which was
discussed in Note 2(r).
|
|
(o)
|
To record the income tax impact of the financing adjustments utilizing an estimated statutory income tax rate in effect of 24.9% for the three months ended
March 31, 2025, and for the year ended December 31, 2024. The effective tax rate of the Combined Company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical
mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended rate will likely vary from the actual effective rate in periods after completion of the Merger. This
determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.
|
|
(a)
|
In connection with the Transaction but prior to the Effective Time, each issued and outstanding share of historical Aebi Schmidt common stock was converted
into 7.5 of shares of Aebi Schmidt Common Stock in connection with the Merger ("Forward Stock Split" as described in Note 2(b))
|
16
The table below gives pro forma effect of this conversion to Aebi Schmidt’s historical earnings per share (“EPS”) information by retroactively applying the conversion to Aebi Schmidt’s historical weighted average shares outstanding:
|
(In thousands, except per share data)
|
For the three months ended
March 31, 2025
|
For the year ended
December 31, 2024
|
||||||
|
Numerator:
|
||||||||
|
Historical Aebi Schmidt net income attributable to common shares
|
$
|
2,075
|
$
|
30,682
|
||||
|
Denominator:
|
||||||||
|
Historical Aebi Schmidt weighted average shares outstanding
|
5,380
|
5,380
|
||||||
|
Stock conversion ratio
|
7.5
|
7.5
|
||||||
|
Pro forma Aebi Schmidt weighted average shares outstanding (after conversion)
|
40,350
|
40,350
|
||||||
|
Total weighted average common shares outstanding:
|
||||||||
|
Basic
|
40,350
|
40,350
|
||||||
|
Diluted
|
40,350
|
40,350
|
||||||
|
Earnings per share:
|
||||||||
|
Basic:
|
$
|
0.05
|
$
|
0.76
|
||||
|
Diluted:
|
$
|
0.05
|
$
|
0.76
|
||||
|
(b)
|
Represents pro forma EPS calculated using Aebi Schmidt’s historical weighted average shares outstanding and the issuance of additional shares in connection
with the Transactions. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding used to calculate basic and diluted earnings per share
assumes that the shares issuable related to the Transactions have been outstanding for the entire period presented.
|
As a result of the Transactions, each issued and outstanding share of Shyft Common Stock has been converted into a number of shares
of Aebi Schmidt Common Stock based on the Exchange Ratio (1.040166432) as per the Merger Agreement. Accordingly, each outstanding share of Shyft Common Stock at the Closing Date has been converted into 1.040166432 shares of Aebi Schmidt Common
Stock. Furthermore, the holders of Shyft Common Stock immediately prior to the Closing Date collectively own approximately 48% of the issued and outstanding shares of the Combined Company's common stock on a pro forma basis, while the holders of
Aebi Schmidt Common Stock immediately prior to the Closing Date collectively own approximately 52% of the issued and outstanding shares of the Combined Company's common stock on a pro forma basis.
17
The following table sets forth the computation of pro forma basic and diluted earnings per share for the three months ended March 31, 2025, and for
year ended December 31, 2024:
|
For the three months ended
March 31, 2025
|
For the year ended
December 31, 2024
|
|||||||
|
(In thousands, except per share data)
|
||||||||
|
Basic - Numerator:
|
||||||||
|
Pro forma net income attributable to common stockholders
|
(2,650
|
)
|
(10,343
|
)
|
||||
|
Basic - Denominator:
|
||||||||
|
Historical Aebi Schmidt weighted average shares outstanding (basic) (after conversion)
|
40,350
|
40,350
|
||||||
|
Shares of Aebi Schmidt common stock as consideration transferred including vested director RSUs
|
36,351
|
36,351
|
||||||
|
Shares of Shyft's RSUs and PSUs accelerated as part of the Executive Severance Plan
|
346
|
346
|
||||||
|
Total weighted average common shares outstanding (basic):
|
77,047
|
77,047
|
||||||
|
Diluted - Numerator:
|
||||||||
|
Pro forma net income attributable to common stockholders
|
$
|
(2,650
|
)
|
$
|
(10,343
|
)
|
||
|
Diluted - Denominator:
|
||||||||
|
Historical Aebi Schmidt weighted average shares outstanding (diluted) (after conversion)
|
40,350
|
40,350
|
||||||
|
Shares of Aebi Schmidt common stock as consideration transferred including vested director RSUs
|
36,351
|
36,351
|
||||||
|
Shares of Shyft's RSUs and PSUs accelerated as part of the Executive Severance Plan
|
346
|
346
|
||||||
|
Total weighted average common shares outstanding (diluted):
|
77,047
|
77,047
|
||||||
|
Pro forma total weighted average common shares
outstanding:
|
||||||||
|
Basic
|
77,047
|
77,047
|
||||||
|
Diluted
|
77,047
|
77,047
|
||||||
|
Pro forma earnings per share:
|
||||||||
|
Basic:
|
$
|
(0.03
|
)
|
$
|
(0.13
|
)
|
||
|
Diluted:
|
$
|
(0.03
|
)
|
$
|
(0.13
|
)
|
||
18