Aebi Schmidt Holding AG
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
AEBI$11.17+0.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-06-27.
0001140361-25-023978
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001140361-25-031010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 95 previous paragraphs and 116 current paragraphs.
46 unchanged; 27 reworded; 42 added; 20 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (42)
Current report
On July 1, 2025 (“Acquisition Date”), Aebi Schmidt (“Acquirer”) acquired 100% of the outstanding equity interests of Shyft (“Acquiree”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through a merger (the “Merger”). The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance the Company’s product offerings in specialty vehicle solutions, develop the Company’s market share in North America, as well as to leverage Shyft’s innovative design and manufacturing capabilities.
Current report
Three months ended June 30, 2025 compared with three months ended June 30, 2024
Current report
Research and development expense increased by $0.8 million, or 17%, to $5.4 million in the three months ended June 30, 2025, from $4.6 million in the three months ended June 30, 2024 driven by slightly lower expenses incurred with respect to development of new products.
Current report
Selling, general and administrative expense increased by $3.8 million, or 13%, to $33.6 million in the three months ended June 30, 2025, from $29.8 million in the three months ended June 30, 2024. The increase in selling, general and administrative expense was primarily driven by increases in administrative costs related to management, human resources, finance, IT, and other functions of $3.0 million, partially due to additional costs incurred as a public company.
Current report
Other operating expense increased by $0.3 million, or 602%, to $0.4 million in the three months ended June 30, 2025, from other operating expense of $0.1 million in the three months ended June 30, 2024. The increase in other operating expense was primarily driven byan increase of foreign exchange losses of $0.5 million, and the increase was partially offset by a decrease of $0.2 million in other operating expense.
Current report
Interest expense increased by $0.8 million, or 10%, to $9.3 million in the three months ended June 30, 2025, from $8.5 million in the three months ended June 30, 2024. The increase in interest expense was primarily driven by an increase in costs due to refinancing of $2.9 million, partially offset by a decrease in interest of $2.1 million due to lower interest rates on our term loans compared to prior periods.
Current report
Income tax benefit increased by $4.0 million, or 128%, to $0.9 million in the three months ended June 30, 2025, from income tax expenses of $3.1 million in the three months ended June 30, 2024. The decrease in income tax expense was primarily driven by a decrease in current income taxes of $5.6 million due to lower taxable income in the three months ended June 30, 2025. The increase was partially offset by a lowered deferred tax benefit of $1.5 million.
Current report
Six months ended June 30, 2025 compared with six months ended June 30, 2024
Current report
Sales
Current report
Sales increased by $1.6 million, or 0.3%, to $526.9 million in the six months ended June 30, 2025, from $525.3 million in the six months ended June 30, 2024. The increase in sales was primarily driven by an increase in gross after sales of $9.1 million, net of sales deductions related to after sales of $4.6 million. The increase was partially offset by a decrease in gross new business sales of $5.7 million, net of sales deductions related to new business sales of $2.9 million.
Current report
Cost of products sold
Current report
Cost of products sold increased by $7.4 million, or 2%, to $416.8 million in the six months ended June 30, 2025, from $409.4 million in the six months ended June 30, 2024. The increase in cost of products sold was driven by an increase of $1.6 million in costs related to new business sales and an increase of $4.5 million in costs related to after sales. This was partially offset by a decrease of $2.0 million in under-absorption costs due to lower overhead costs during the six months ended June 30, 2025.
Current report
Research and development expense
Current report
Selling, general and administrative expense
Current report
Amortization of purchased intangibles
Current report
Amortization of purchased intangibles increased by $0.1 million, or 2%, to $7.1 million in the six months ended June 30, 2025, from $7.0 million in the six months ended June 30, 2024.
Current report
Other operating (income) expense
Current report
Interest expense
Current report
Other income (expense)
Current report
Other expense increased by $15.0 million, or 692%, to $12.8 million in the six months ended June 30, 2025, from other income of $2.2 million in the six months ended June 30, 2024. The increase in other expense was driven by an increase in net foreign exchange losses on financial positions of $5.7 million and an increase in other expenses of $10.5 million related to acquisition-related legal and other professional fees incurred as part of our acquisition of Shyft. The increase in other expense was partially offset by an increase of other income of $0.9 million related to unusual and non-recurring transactions.
Current report
Income tax expense (benefit)
Current report
Income tax expense decreased by $7.2 million, or 101%, to a benefit of $0.1 million in the six months ended June 30, 2025, from an expense of $7.1 million in the six months ended June 30, 2024. The decrease in income tax expense was primarily driven by a decrease in current income taxes of $10.5 million due to lower taxable income. The increase was partially offset by a lower deferred tax benefit of $3.5 million.
Current report
Three months ended June 30, 2025 compared with three months ended June 30, 2024
Current report
Sales for Aebi Schmidt’s North America segment decreased by $6.3 million, or 4.1%, to $146.2 million in the three months ended June 30, 2025, from $152.6 million in the three months ended June 30, 2024. The decrease in sales was primarily driven by lower sales of new products of $6.9 million, net of increases in after sales of $0.5 million.
Current report
Adjusted EBITDA for Aebi Schmidt’s North America segment decreased by $2.6 million, or 14.1%, to $16.0 million for the three months ended June 30, 2025, from $18.7 million for the three months ended June 30, 2024. The decrease in Adjusted EBITDA was primarily driven by an increase in sales and administrative expenses of $3.8 million which was offset by an increase of gross margin of $0.4 million and a decrease in other operating income and other expenses of $0.3 million.
Current report
Sales for Aebi Schmidt’s Europe and the Rest of the World segment increased by $17.6 million, or 15.4%, to $131.5 million in the three months ended June 30, 2025, from $113.9 million in the three months ended June 30, 2024. The increase in sales was driven by an increase in sales of new products of $14.0 million and an increase in after sales of $3.6 million.
Current report
Adjusted EBITDA for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $2.0 million, or 27.5%, to $5.3 million in the three months ended June 30, 2025, from $7.3 million in the three months ended June 30, 2024. The decrease in Adjusted EBITDA was driven by a decrease in gross margin of $1.0 million and an increase of R&D expenses of $1.0 million.
Current report
Six months ended June 30, 2025 compared with six months ended June 30, 2024
Current report
Sales for Aebi Schmidt’s North America segment decreased by $4.0 million, or 1.3%, to $293.5 in the six months ended June 30, 2025, from $297.5 million in the six months ended June 30, 2024. The decrease in sales was primarily driven by a decrease in sales of new products of $5.4 million which was offset by an increase in after sales of $1.3 million.
Current report
Adjusted EBITDA for Aebi Schmidt’s North America segment decreased by $1.3 million, or 3.4%, to $35.1 million for the six months ended June 30, 2025, from $36.3 million for the six months ended June 30, 2024. The decrease in Adjusted EBITDA was primarily driven by an increase in sales and administrative expenses of $3.8 million, which was offset by an increase in gross margin of $1.0 million and an increase of other items of $1.2 million.
Current report
Sales for Aebi Schmidt’s Europe and the Rest of the World segment increased by $5.6 million, or 2.5%, to $233.4 million in the six months ended June 30, 2025, from $227.8 million in the six months ended June 30, 2024. The increase in sales was driven by an increase in sales of new products of $2.5 million and an increase in after sales of 3.5 million.
Current report
Adjusted EBITDA for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $8.2 million, or 52.3%, to $7.5 million in the six months ended June 30, 2025, from $15.8 million in the six months ended June 30, 2024. The decrease in Adjusted EBITDA was driven by a decrease in gross margin of $6.9 million, an increase in sales and administrative expenses of $2.0 million, which were offset by a positive impact of other items of $0.6 million.
Current report
Net cash used in operating activities increased by $14.1 million, or 196%, to $21.2 million in the six months ended June 30, 2025, from $7.2 million in the six months ended June 30, 2024. The increase was primarily driven by a decrease in net income of $17.2 million, an increase of $16.6 million in inventory levels, and an increase of other assets and liabilities of $9.2 million. These increases were primarily offset by an increase in accounts payable of $23.4 million due to increased costs of productionand purchases of raw materials. The increase in net cash used in operating activities was partially offset by a decrease in accounts receivable of 5.7 million, adecrease in deferred taxes of $5.3 million, and an increase in contract liabilities of $1.7 million.
Current report
Index
Current report
Term Loan
Current report
Revolving Credit Facility Commitment
Current report
Bilateral credit lines
Current report
In addition to the syndicated loan agreement, Aebi Schmidt has bilateral credit lines with two banks with a total commitment of EUR 12.5 million ($14.7 million) each. The average interest margin has been 2.269% for the three months ended June 30, 2025, and 2.622% for the six months ended June 30, 2025.
Current report
As of June 30, 2025, and December 31, 2024, there were subordinated shareholder loans totaling CHF 13.6 million (2025: $17.0 million, 2024: $15.0 million) and EUR 15.0 million (2025: $17.6 million, 2024: $15.6 million) from PCS Holding AG, as well as CHF 10.0 million (2025: $12.5 million, 2024: $11.0 million) and EUR 10.0 million (2025: $11.7 million 2024: $10.4 million) from Gebuka AG. The loans are originally granted for a fixed term, but the term will be extended if the loan agreement is not terminated 90 days prior to the end date or if an extension agreement is signed. The change in the loan balance as of June 30, 2025, and December 31, 2024, is solely due to foreign exchange rate fluctuations. These shareholder loans have been renewed and amended in connection with the New Credit Facilities Agreement and survived the Closing.
Current report
Aebi Schmidt has mortgage loans related to the expansion of the plant in Chilton Wisconsin US of $10.2 million as of June 30, 2025 and $10.3 million as of December 31, 2024.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (20)
Previous report
North America
Previous report
On December 16, 2024, Aebi Schmidt entered into the Merger Agreement pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and as an indirect, wholly owned subsidiary of Aebi Schmidt.
Previous report
At the Effective Time, each share of Shyft Common Stock issued and outstanding as of immediately prior to the Effective Time (other than any shares of Shyft Common Stock that are held as of immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries) will automatically be converted into the right to receive 1.040166432 fully paid and nonassessable shares of Aebi Schmidt Common Stock, on the terms and subject to the conditions set forth in the Merger Agreement.
Previous report
On April 4, 2025, Aebi Schmidt filed the Registration Statement, which includes the Proxy Statement/Prospectus. The Registration Statement was declared effective on May 13, 2025. The Closing of the Merger is expected to occur on July 1, 2025. Agreement. Upon the consummation of the Merger, the Combined Company will be Aebi Schmidt Holding AG, and its shares will be listed and traded on the Nasdaq under the ticker symbol “AEBI”. Aebi Schmidt Holding AG, together with its subsidiaries, is generally referred to as “Aebi Schmidt Group.”
Previous report
As a result of the Merger, the holders of Shyft Common Stock as of immediately prior to the Effective Time will collectively own approximately 48% of the issued and outstanding shares of Aebi Schmidt Common Stock, and the holders of Aebi Schmidt Common Stock as of immediately prior to the Effective Time will collectively own approximately 52% of the issued and outstanding shares of Aebi Schmidt Common Stock, in each case, as of immediately following the Effective Time. Peter Spuhler, an existing shareholder of Aebi Schmidt, will beneficially own approximately 35% of Aebi Schmidt Common Stock immediately following the Effective Time.
Previous report
n.m. – not meaningful
Previous report
Income tax expense decreased by $3.2 million, or 80%, to $0.8 million in the three months ended March 31, 2025, from $4 million in the three months ended March 31, 2024. The decrease in income tax expense was primarily driven by a reduction in profit before tax from $8.7 million to $2.1 million.
Previous report
North America
Previous report
Sales for Aebi Schmidt’s North America segment increased by $2.3 million, or 1.6%, to $147.3 in the three months ended March 31, 2025, from $145 million in the three months ended March 31, 2024. The change was primarily driven by an increase of $2.5 million in sales to the Canadian market.
Previous report
Segment Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $1.4 million, or 7.9%, to $19.0 million in the three months ended March 31, 2025, from $17.6 million in the three months ended March 31, 2024. The increase in Segment Adjusted EBITDA was primarily driven by higher sales volumes and improved gross margins, each contributing $0.5 million.
Previous report
Sales for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $11.9 million, or 10.5%, to $101.9 million in the three months ended March 31, 2025, from $113.8 million in the three months ended March 31, 2024. The decrease in sales was primarily driven by stronger sales of electrified products in the three months ended March 31, 2024 compared to the three months ended March 31, 2025.
Previous report
Adjusted EBITDA for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $6.2 million, or 73.6%, to $2.2 million in the three months ended March 31, 2025, from $8.5 million in the three months ended March 31, 2024. The decrease in Adjusted EBITDA was primarily driven by the lower sales volume having a negative impact of $3.0 million and a change in the product mix having a negative impact of $3.2 million.
Previous report
Net cash used in operating activities increased by $21.1 million, or 386%, to $26.6 million in the three months ended March 31, 2025, from $5.5 million in the three months ended March 31, 2024. The increase was primarily driven by payment of expenses, which contributed to a decrease of accounts payable by $11.9 million. There was also a $7.1 million decrease in accounts receivable and contract assets in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. In addition, there was an increase of $12.9 million in changes of other assets and liabilities. Partially offsetting the increase was a $4.2 million decrease due to changes in inventory for the three months ended March 31, 2025 compared to the change for the three months ended March 31, 2024 and a decrease in changes in income tax payables and receivables of $5.5 million.
Previous report
Existing Credit Facilities Agreement
Previous report
Existing Revolving Credit Facility Commitment
Previous report
New Credit Facilities Agreement
Previous report
At March 31, 2025, Aebi Schmidt had subordinated shareholder loans with outstanding amounts of $15.4 million and $16.2 million from PCS Holding AG, as well as $11.3 million and $10.0 million from Gebuka AG. These shareholder loans will be renewed and amended in connection with the New Credit Facilities Agreement and will survive the Closing.
Previous report
Other Debts
Previous report
In connection with the expansion of the plant in Chilton/US mortgage loans, the outstanding amount is approximately $10.3 million as of March 31, 2025.
Previous report
Contractual Obligations
Reworded paragraphs (27)
Previous wording
The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Quarterly Report refers to Aebi Schmidt and its consolidated subsidiaries. The information presented herein is based on management’s perspective of Aebi Schmidt’s results of operations. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aebi Schmidt’s control. Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Registration Statement.
Current wording
The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Quarterly Report refer to Aebi Schmidt and its consolidated subsidiaries. The information presented herein is based on management’s perspective of Aebi Schmidt’s results of operations. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aebi Schmidt’s control. Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section entitled following the cover page to this Quarterly Report entitled “Forward-Looking Statements”, and Part II, Item 1A of this Quarterly Report (“Risk Factors”).
Previous wording
Aebi Schmidt operates in two reportable segments, which consist of (i) North America, and (ii) Europe including the rest of the world (collectively referred to as “Europe and the Rest of the World”). Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results we may achieve for the entire year ending December 31, 2025.
Current wording
Aebi Schmidt operates in two reportable segments, which consist of (i) North America, and (ii) Europe including the rest of the world (collectively referred to as “Europe and the Rest of the World”). Operating results for the three months ended and six months ended June 30, 2025 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2025.
Previous wording
The Merger will be accounted for as a business combination in accordance with U.S. GAAP, with Aebi Schmidt treated as the legal and accounting acquirer and Shyft as the legal and accounting acquiree for financial reporting purposes. Upon completion of the Transactions, the Combined Company will be a Swiss domiciled filer. The Merger is not expected to deliver additional proceeds to either party other than potential cash settlement for fractional shares.
Current wording
The Merger was accounted for as a business combination in accordance with U.S. GAAP, with Aebi Schmidt treated as the legal and accounting acquirer and Shyft as the legal and accounting acquiree for financial reporting purposes. As a result of the Shyft acquisition, Aebi Schmidt expects to benefit from continued operational efficiency and cash flow generation from the Combined Company’s full suite of offerings, scaled platform, and expanded portfolio. The acquisition will facilitate Aebi Schmidt’s growth plans, including strengthening its financial profile and delivering significant value for its shareholders by unlocking synergies between Shyft and Aebi Schmidt.
Previous wording
The following table presents a summary of Aebi Schmidt’s key performance indicators for the three months ended March 31, 2025, and March 31, 2024.
Current wording
The following table presents a summary of Aebi Schmidt’s key performance indicators for the six months ended June 30, 2025, and June 30, 2024.
Previous wording
Sales decreased by $9.6 million, or 4%, to $249.2 million in the three months ended March 31, 2025, from $258.8 million in the three months ended March 31, 2024. The decrease in sales was primarily driven by a decrease in gross new business sales of $15.7 million and an increase in sales deductions related to after sales of $1.0 million due to project related discounts. The decrease was partially offset by an increase of gross after sales of $1.4 million and decreases in sales deductions related to new business of $5.8 million.
Current wording
Sales increased by $11.3 million, or 4%, to $277.7 million in the three months ended June 30, 2025, from $266.5 million in the three months ended June 30, 2024. The increase in sales was primarily driven by an increase in gross new business sales of $10.0 million and an increase in gross after sales of $7.7 million. The increase in sales was partially offset by an increase in sales deductions related to new business sales and after sales of $2.9 million and $3.6 million, respectively.
Previous wording
Cost of products sold decreased by $4.4 million, or 2%, to $195.9 million in the three months ended March 31, 2025, from $200.3 million in the three months ended March 31, 2024. The decrease in cost of products sold was primarily driven by a decrease of $5.1 million in costs related to new business sales, a decrease in lease expenses of $1.1 million, and a decrease of $0.2 million in over-absorption and under-absorption costs. This was partially offset by an increase of $1.3 million in costs related to after sales, and an increase of $0.2 million in other costs.
Current wording
Cost of products sold increased by $11.8 million, or 6%, to $220.9 million in the three months ended June 30, 2025, from $209.1 million in the three months ended June 30, 2024. The increase in cost of products sold was driven by an increase of $7.6 million in costs related to new business sales, an increase of $3.2 million in costs related to after sales, and an increase of $1.1 million in other costs. This was partially offset by a decrease in under-absorption costs of $1.8 million due to lower overhead costs incurred compared to the prior period.
Previous wording
Other expense increased by $6.8 million, or 387%, to $5.0 million in the three months ended March 31, 2025, from other income of $1.8 million in the three months ended March 31, 2024. The increase in other expense was primarily driven by an increase in net foreign exchange losses on financial positions of $3.3 million and transaction related expenses of $4.6 million related to the Shyft Transaction. The increase in other expenses was partially offset by a $0.8 million decrease related to contingencies.
Current wording
Other expense increased by $8.2 million to $7.8 million in the three months ended June 30, 2025, from other income of $0.4 million in the three months ended June 30, 2024. The increase in other expense was driven by an increase in net foreign exchange losses on financial positions of $2.5 million and an increase in other expenses of $5.9 million related to acquisition-related legal and professional fees incurred as part of our acquisition of Shyft.
Previous wording
Research and development expense decreased by $1.1 million, or 19%, to $4.6 million in the three months ended March 31, 2025, from $5.7 million in the three months ended March 31, 2024. The decrease in research and development expense was primarily driven by an elevated level of project costs related to the development of new products in the three months ended March 31, 2024.
Current wording
Research and development expense decreased by $0.3 million, or 3%, to $10.1 million in the six months ended June 30, 2025, from $10.4 million in the six months ended June 30, 2024. The decrease in research and development expense was primarily driven by slightly lower expenses incurred with respect to development of new products.
Previous wording
Selling, general and administrative expense increased by $2.0 million, or 7%, to $30.7 million in the three months ended March 31, 2025, from $28.7 million in the three months ended March 31, 2024. The increase in selling, general and administrative expense was primarily driven by increases in finance expenses of $0.9 million, management expenses of $0.7 million, and other general and administrative costs of $0.5 million. The increase was partially offset by a decrease in information technology costs of $0.1 million.
Current wording
Selling, general and administrative expense increased by $5.8 million, or 10%, to $64.3 million in the six months ended June 30, 2025, from $58.5 million in the six months ended June 30, 2024. The increase in selling, general and administrative expense was driven by increases in finance expenses of $2.1 million, other general and administrative costs of $1.5 million and management costs of $1.1 million partially due to additional costs incurred as a public company. The increase was partially offset by a decrease in product management and purchasing costs of $0.4 million.
Previous wording
Other operating expense decreased by $0.5 million, or 100%, to operating income of $0.0 million in the three months ended March 31, 2025, from other operating expense of $0.5 million in the three months ended March 31, 2024. The decrease in other operating expense was primarily driven by an increase of $0.2 million of realized foreign exchange gains, net of realized foreign exchange losses, caused by changes in foreign exchange rates between contract award and contract fulfilment and an increase of $0.3 million in other operating income net other operating expense.
Current wording
Other operating expense decreased by $0.2 million, or 31%, to $0.4 million in the six months ended June 30, 2025, from other operating expense of $0.6 million in the six months ended June 30, 2024. The decrease in other operating expense was driven by an increase of $0.2 million of other operating income and a decrease of $0.1 million in other operating expense due toan increase of foreign exchange losses and changes in the balances of other provisions.
Previous wording
Interest expense decreased by $2.6 million, or 29%, to $6.5 million in the three months ended March 31, 2025, from $9.1 million in the three months ended March 31, 2024. The decrease in interest expense was primarily driven by a decrease in debt balances of $14.9 million.
Current wording
Interest expense decreased by $1.7 million, or 10%, to $15.8 million in the six months ended June 30, 2025, from $17.6 million in the six months ended June 30, 2024. The decrease in interest expense was primarily driven by a decrease in interest of $4.4 million due to lower interest rates on our term loans and partially offset by an increase in costs paid for refinancing of $2.9 million.
Previous wording
Aebi Schmidt operates its business as two reportable segments: (i) North America and (ii) Europe including the Rest of the World. Both segments operate separately with limited cross-selling activities. The information below includes Sales and Segment Adjusted EBITDA, consistent with information presented for financial reporting purposes in Note 11 to Aebi Schmidt’sunaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Costs that are not allocated to segment sales and expenses are immaterial and are included within the figures shown below.
Current wording
Aebi Schmidt operates its business as two reportable segments: (i) North America and (ii) Europe including the Rest of the World. Both segments operate separately with limited cross-selling activities. The information below includes Sales and Adjusted EBITDA by reportable segment, consistent with information presented for financial reporting purposes in Note 12 – Segments to Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Previous wording
Aebi Schmidt utilizes non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA margin, to complement its U.S. GAAP reporting and to assist stakeholders in evaluating and comparing its financial and operational performance over multiple periods, identifying trends affecting its business, formulating business plans, and making strategic decisions. There can be no assurance that Aebi Schmidt will not modify the presentation of its non-GAAP measures in the future, and any such modification may be material.
Current wording
Aebi Schmidt utilizes non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA margin, to complement its U.S. GAAP reporting and to assist stakeholders in evaluating and comparing its financial and operational performance over multiple periods, identifying trends affecting its business, formulating business plans, and making strategic decisions. There can be no assurance that Aebi Schmidt will not modify the presentation of its non-GAAP financial measures in the future, and any such modification may be material.
Previous wording
Aebi Schmidt defines Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted for foreign exchange gains and losses on external debt, restructuring and other related expenses, transaction related expenses, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service cost related pension expenses, legacy legal matters, sales executive transition costs, changes in provisions for contingencies, and other non-recurring items. Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales. Management uses Adjusted EBITDA to assess Aebi Schmidt’s financial performance because it allows management and stakeholders to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization) and other items (such as non-recurring costs) that impact the comparability of financial results from period to period.
Current wording
Aebi Schmidt defines Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted for foreign exchange gains and losses on external debt, restructuring and other related expenses, transaction related expenses, bargain purchase gains on acquisitions, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service cost related pension expenses, legacy legal matters, sales executive transition costs, changes in provisions for contingencies, and other non-recurring items. Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales. Management uses Adjusted EBITDA to assess Aebi Schmidt’s financial performance because it allows management and stakeholders to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization) and other items (such as non-recurring costs) that impact the comparability of financial results from period to period.
Previous wording
Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements. Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, the revolving credit facility and other debt issuances, and existing cash balances of $47.8 million as of March 31, 2025. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.
Current wording
Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements. Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, the Revolving Credit Facility and other debt issuances, and existing cash balances of $63.6 million as of June 30, 2025. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.
Previous wording
As of March 31, 2025, Aebi Schmidt had $278.3 million of net working capital (i.e., current assets minus current liabilities) compared to $260.4 million of net working capital as of March 31, 2024.
Current wording
As of June 30, 2025, Aebi Schmidt had $297.1 million of net working capital (i.e., current assets minus current liabilities) compared to $281.5 million of net working capital as of June 30, 2024.
Previous wording
Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Consolidated Statements of Cash Flows appearing in Item 1 of this Form 10-Q are summarized in the following table:
Current wording
Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Consolidated Statements of Cash Flows are summarized in the following table:
Previous wording
Net cash used in investing activities decreased by $0.9 million, or 24%, to $3.1 million in the three months ended March 31, 2025, from $4.1 million in the three months ended March 31, 2024. The decrease was primarily driven by a decrease in cash spent on purchases of property, plant and equipment.
Current wording
Net cash used in investing activities decreased by $1.8 million, or 29%, to $4.5 million in the six months ended June 30, 2025, from $6.4 million in the six months ended June 30, 2024. The decrease was primarily driven by a decrease in cash spent on purchases of property, plant, and equipment of $1.2 millionand an increase in proceeds from the sale of property, plant, and equipment of $0.6 million.
Previous wording
Net cash provided by financing activities increased by $4.5 million, or 64%, to $11.4 million in the three months ended March 31, 2025, from $7.0 million in the three months ended March 31, 2024. The increase was primarily driven by an increase of $9.2 million in proceeds from long term debt. The increase is partially offset by a decrease of $4.7 million in deferred payments related to Aebi Schmidt’s historical transactions.
Current wording
Net cash provided by financing activities increased by $1.3 million, or 6%, to $21.6 million in the six months ended June 30, 2025, from $20.3 million in the six months ended June 30, 2024. The increase was primarily driven by an increase of $12.4 million in proceeds from long-term debt. The increase was partially offset by a decrease of $6.3 million in dividend payments and a decrease of $4.7 million in deferred payments related to Aebi Schmidt’s historical transactions.
Previous wording
The average interest margin of Facility A and B was 2.200% and 2.200% for the periods ended March 31, 2025 and March 31, 2024, respectively. The average interest rate margin for Facility C was 2.700% and 2.700% for the periods ended March 31, 2025 and March 31, 2024, respectively.
Current wording
The interest rate is variable defined based on EURIBOR (EUR) compounded with SOFR (USD) plus a given interest margin. The average interest margin of Facility A and B was 2.134% and 2.200% for the three months ended June 30, 2025, and 2024, respectively, and 2.183% and 2.400% during the six months ended June 30, 2025, and 2024, respectively. The average interest rate margin for Facility C was 2.674% and 2.700% for three months ended June 30, 2025, and 2024, respectively, and 2.675% and 2.900% during the six months ended June 30, 2025, and 2024, respectively. Debt issuance costs of $1.4 million as of June 30, 2025, and $2.2 million as of December 31, 2024, are deferred and amortized based on the effective interest method. Aebi Schmidt is committed to fulfill certain financial covenants throughout the credit contract period. As of June 30, 2025, and December 31, 2024, Aebi Schmidt was in compliance with all covenants.
Previous wording
The aggregate of the Revolving Credit Facility Commitment under the Existing Credit Facilities Agreement is $178.5 million which is primarily used for refinancing existing debt obligations, excluding those related to Facility A. In addition, the Revolving Credit Facility supports the broader financial needs of Aebi Schmidt, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with Aebi Schmidt’s strategic objectives.
Current wording
The aggregate of the Revolving Credit Facility Commitment is EUR 165.0 million ($193.4 million) which is primarily used for refinancing existing debt obligations, excluding those related to Facility A. In addition, the Revolving Credit Facility supports the broader financial needs of Aebi Schmidt, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with Aebi Schmidt’s strategic objectives.
Previous wording
On March 20, 2025, the Company entered into a syndicated $600 million credit facilities agreement consisting of a multicurrency senior secured amortizing term loan facility in an aggregate amount of up to $350 million and a multicurrency senior secured revolving loan facility in an aggregate amount of up to $250 million. The proceeds of the New Credit Facilities shall be used to refinance existing interest-bearing financial indebtedness after the Transaction as well as pay costs and expenses incurred in connection with the Refinancing and the Transaction. The obligations of the lenders to consummate the debt financing under the new credit facilities agreement are subject to certain closing conditions, including the consummation of the merger. As of March 31, 2025, no debt financing has been obtained and fees incurred ($2,137) in connection with the new credit facilities agreement have been deferred until the issuance of debt.
Current wording
On March 10, 2025, Aebi Schmidt entered into a syndicated $600.0 million 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 $350.0 million (Facility A) and a multicurrency senior secured revolving loan facility in an aggregate principal amount of up to $250.0 million (Revolving Facility). With the closing of the Merger on July 1, 2025, the New Credit Facilities Agreement became effective. As of June 30, 2025, fees paid in advance of $2.4 million have been deferred as prepaid expenses upon the issuance of debt.
Previous wording
Aebi Schmidt’s long-term warranty provisions amounting to $1.8 million and $0.8 million for the periods ended March 31, 2025 and 2024, respectively, are included within other non-current liabilities on its balance sheet.
Current wording
Aebi Schmidt’s long-term warranty provisions amounting to $2.0 million and $0.8 million for the periods ended June 30, 2025 and 2024, respectively, are included within other non-current liabilities on its Condensed Consolidated Balance Sheet.
Previous wording
Aebi Schmidt is party to contractual obligations involving commitments to make payments to third parties, and such commitments require a material amount of cash. As part of its normal course of business, Aebi Schmidt enters into contracts with suppliers for purchases of certain raw materials, components, and services to facilitate adequate supply of these materials and services. These arrangements may contain fixed or minimum quantity purchase requirements.
Current wording
Aebi Schmidt is party to contractual and other material obligations (including any material cash obligations) involving commitments to make payments to third parties, and such commitments require a material amount of cash. As part of its normal course of business, Aebi Schmidt enters into contracts with suppliers for purchases of certain raw materials, components, and services to facilitate adequate supply of these materials and services. These arrangements may contain fixed or minimum quantity purchase requirements.
Previous wording
Refer to Note 7 to Aebi Schmidt’s unaudited condensed consolidated financial statements for details on its contractual obligations.
Current wording
Refer to Note 7 – Commitments and Contingent Liabilities to Aebi Schmidt’s unaudited condensed consolidated financial statements for details on its cash obligations.
Previous wording
In the normal course of bidding for and executing certain projects, Aebi Schmidt has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds in the event that Aebi Schmidt does not fulfil its contractual obligations. The Company would then have an obligation to reimburse the financial institution for amounts paid under the performance bonds. At March 31, 2025, the total outstanding performance bonds aggregated to $14.8 million. There were no significant amounts reimbursed to financial institutions under these types of arrangements in the three months ended March 31, 2025 and March 31, 2024.
Current wording
The contingent liabilities include guarantees (“performance bonds”) amounting to $15.2 million and $13.2 million as of June 30, 2025, and December 31, 2024, respectively. Through the normal course of bidding for and executing certain projects, Aebi Schmidt has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds if Aebi Schmidt does not fulfil its contractual obligations. If a performance bond is drawn, Aebi Schmidt would have an obligation to reimburse the financial institution for amounts paid. There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the six months ended June 30, 2025, and 2024.
Previous wording
There have been no changes to our critical accounting policies during the three months ended March 31, 2025. Refer to the Registration Statement on Form S-4 for a summary of our policies.
Current wording
There have been no changes to our critical accounting policies during the six months ended June 30, 2025. Refer to our audited consolidated financial statements and footnotes included in our Form S-4 for a summary of our policies.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Results for Aebi Schmidt for the six months ended June 30, 2025, compared to results for the six months ended June 30, 2024.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Europe and the Rest of the World
Previous report — wording carried elsewhere
Europe and the Rest of the World