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SHYFT GROUP, INC. Form 10-Q Quarterly Report Filed 2021-08-05

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SHYFT GROUP, INC. Form 10-Q Quarterly Report Filed 2021-08-05 SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Quarterly report pursuant to sections 13 or 15(d) Filing Date: 2021-08-05 | Period of Report: 2021-06-30 SEC Accession No. 0001437749-21-018772 (HTML Version on secdatabase.com) FILER SHYFT GROUP, INC. Mailing Address Business Address 41280 BRIDGE STREET 41280 BRIDGE STREET CIK:743238| IRS No.: 382078923 | State of Incorp.:MI | Fiscal Year End: 1231 NOVI MI 48375 NOVI MI 48375 Type: 10-Q | Act: 34 | File No.: 001-33582 | Film No.: 211148862 5175436400 SIC: 3711 Motor vehicles & passenger car bodies Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2021. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from to Commission File Number 001-33582 THE SHYFT GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Michigan 38-2078923 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 41280 Bridge Street Novi, Michigan 48375 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (517) 543-6400 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock SHYF NASDAQ Global Select Market Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller Reporting Company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at July 30, 2021 Common Stock 35,350,265 shares Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents THE SHYFT GROUP, INC. INDEX Page FORWARD-LOOKING STATEMENTS 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets – June 30, 2021 and December 31, 2020 (Unaudited) 4 Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2021 and 5 2020 (Unaudited) Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2021 and 6 2020 (Unaudited) Condensed Consolidated Statement of Shareholders’ Equity – Three and Six Months Ended June 30, 7 2021 and 2020 (Unaudited) Notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 33 Item 4. Controls and Procedures 33 PART II. OTHER INFORMATION Item 1A. Risk Factors 35 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 35 Item 6. Exhibits 36 SIGNATURES 37 2 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents FORWARD-LOOKING STATEMENTS This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking words such as “estimate,” “anticipate,” “believe,” “project,” “expect,” “intend,”, “predict,” “potential,” “future,” “may,” “will,” “should,” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. The Shyft Group, Inc.’s (the “Company”, “we”, “us”, or “our”) future results, performance or achievements may differ materially from the results, performance or achievements discussed in the forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Risk Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Risk Factors include the risk factors listed and more fully described in Part I, Item 1A – Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 25, 2021, subject to any changes and updates disclosed in Part II, Item 1A – Risk Factors below. Those risk factors include the primary risks our management believes could materially affect the potential results described by forward-looking statements contained in this Form 10-Q. However, these risks may not be the only risks we face. Our business, operations, and financial performance could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. In addition, new Risk Factors may emerge from time to time that may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, although we believe that the forward-looking statements contained in this Form 10-Q are reasonable, we cannot provide you with any guarantee that the results described in those forward-looking statements will be achieved. All forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements contained in this section, and investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date this Form 10-Q is filed with the Securities and Exchange Commission. 3 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Item 1. Financial Statements THE SHYFT GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) June 30, December 31, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 4,178 $ 20,995 Accounts receivable, less allowance of $136 and $116 101,879 64,695 Contract assets 15,370 9,414 Inventories, net 68,420 46,428 Other receivables – chassis pool agreements 13,983 6,503 Other current assets 8,859 8,172 Total current assets 212,689 156,207 Property, plant and equipment, net 54,335 45,734 Right of use assets – operating leases 41,905 43,430 Goodwill 48,677 49,481 Intangible assets, net 54,684 56,386 Other assets 1,162 2,052 Net deferred tax asset 5,625 5,759 TOTAL ASSETS $ 419,077 $ 359,049 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 74,749 $ 47,487 Accrued warranty 6,623 5,633 Accrued compensation and related taxes 17,799 17,134 Deposits from customers 377 756 Operating lease liability 7,495 7,508 Other current liabilities and accrued expenses 9,774 8,121 Short-term debt – chassis pool agreements 13,983 6,503 Current portion of long-term debt 253 221 Total current liabilities 131,053 93,363 Other non-current liabilities 4,628 5,447 Long-term operating lease liability 35,182 36,662 Long-term debt, less current portion 23,198 23,418 Total liabilities 194,061 158,890 Commitments and contingent liabilities Shareholders’ equity: Preferred stock; 2,000 shares authorized (none issued) - - Common stock; 80,000 shares authorized; 35,346 and 35,344 outstanding 92,309 91,044 Retained earnings 131,853 109,286 Total The Shyft Group, Inc. shareholders’ equity 224,162 200,330 Non-controlling interest 854 (171) Total shareholders’ equity 225,016 200,159 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 419,077 $ 359,049 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This
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