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00:00:00 - [GNDK] Open topics. 00:00:03 - [SCOTT_WARNER] So this spreadsheet I'm getting ready to show is located in the team that Shawn created for us. So if you want to look further or at your own copy, please feel free. Should be popping up any second now. 00:00:18 - [PASCAL_JEHL] There it is. 00:00:20 - [SCOTT_WARNER] Okey dokey. I have no idea how I have this sorted, so just kind of ignore that first. Actually, let's do this sort permit for area and then status. Okay. So what I did is I used our good friend Copilot for those of you who've been in the AI training, and I asked that you kinda look through the AdoptX project, find open items, look at meeting notes, look at everything else, and try to decide what was, yeah, red, yellow, green, things like that. I've since involved Shawn and Casey to kinda help me back test where we think things are. So as of right now, here's a pretty current list of major concerns that I have, and I think Casey and Shawn share as well. So we kinda wanted to start looking at this as a team to decide we need to start assigning people to these things and knocking them off the list, because we're this is coming up way faster than people really think, I think. So I don't know the best way to do it other than we can go line by line and kinda look and see if someone sees something differently. Casey, for the asset valuation method, any major moves there or thoughts or topics that you wanna update? We have you as the owner with Patrick, so I just didn't sorry. That was kinda Yeah. 00:01:48 - [SHAWN_REMICK] Out of Yeah. 00:01:49 - [CASEY_CAVANAUGH] Quick update. Morning, team. How's everyone doing? Sorry. My audio wasn't working if you guys already did the pleasantries. 00:01:57 - [PASCAL_JEHL] No problem. 00:01:58 - [CASEY_CAVANAUGH] Good to see some new faces. I met with, Patrick, on Wednesday, and we aligned on him and that the finance team being the control point for all of the resale estimates. Currently, we have a a fairly complete list of all the assets with a financial valuation against them, that are tracked in a Google Doc, and the department heads, for the most part, have determined a disposition methodology for those assets. And for the assets that are third party sale, there is mostly complete estimates that the department heads from Shaper who are most familiar with the specific assets for their department have input. For the areas where we don't have those, Patrick is on vacation, but a representative from his team, Christina, will be taking over over the next three days to try to make that relatively complete, hopefully, by the end of the week. We're meeting again with Greg on that topic tomorrow. And then I think from that point, I'll just do one more kinda probably quick control point with you and Shawn and I or someone just to give a sanity check against some of those estimates to spot check a couple and make sure we're good with it. And then from that point, should be good to go. Cool. So that one feeling better about moving from red to yellow. 00:03:35 - [SCOTT_WARNER] More of a yellow. That's what was wondering. Okay. Great. Thank you for that. The next is, more about corporate structure. So net operating losses versus tax treatment. Who's on this call? So, Barb, you'd probably be caring about this a little bit. So, the current plan is is to revert to a merger plan. So we would look to preserve the NOLs up into TTS USA Holdings and then change Shaper into an LLC and merge intellectual property stuff over into the Festool USA entity. So kind of a a dual level merge there. I'm working on the back end stuff of that. And then there is a colleague in Germany who's just or really looking into the tax treatment and making sure that that aligns and that that goes well. I'll start finding a timeline on that. It's yellow just because the plan was not well developed, and I still am not comfortable really changing it away from yellow. There is a plan. It's just not solid enough for me to say it's on point. So questions on that one for you, Barb? 00:04:47 - [BARBARA_BEMENT] No. We just have to decide what it is. Yeah. And, this is kind of a question from my the asset valuation. What kind of document if we go to the merger, what kind of documentation would we need? 00:05:05 - [SCOTT_WARNER] Yeah. I know Casey and Amity have discussed some of that a little bit, and I think she was kinda working through it with Mike as well. So, yeah, I agree with that, Barb. 00:05:13 - [CASEY_CAVANAUGH] Okay. Good question, Barb. We would plan to put together just a very simple kind of bill of sale and invoice and our valuation method for any assets that are gonna be transferring that have existing book value that they be transferred at book value. And for all assets that are transferring with no book value, we will likely just transfer those at no book value just to literally transfer. No no gain on asset sale would need to be considered for Shapr in those cases. 00:05:56 - [SCOTT_WARNER] Okay. Oh, Mike is here. I didn't see him. Sorry, Mike. I need to ignore you earlier. 00:06:00 - [MICHAEL_CARLSON] Oh, no worries. 00:06:01 - [CASEY_CAVANAUGH] The the main assets where we're going to have probably open questions with that valuation method where the book value might be above the actual fair value is with production tooling. And out of all of the assets that we're holding, Shaper has around 800,000 in in book value against these assets. Probably around 600,000 of that 8 is related to those production tools, which were held offshore, and I do not know the condition or the future use of those assets. And that is the main question where we're following up with Stefan someone named Stefan from TTS manufacturing team to determine next steps on those. But relatively confident with the last 200,000, anything that transfers over should be at book value. And, Michael, that's how you come up with me. 00:07:06 - [MICHAEL_CARLSON] That was just probably a bit like, if we if we do say that they're valued at zero as part of the valuation, we'll have to transact those in to SAP at zero. So that's where I think that's probably, I think, Barb's question of how to value these assets. So we'll have to get a breakdown of, alright, what is what is being allocated or a value versus what is being transacted or or purchased or brought back in to the SAP at at zero. 00:07:34 - [CASEY_CAVANAUGH] Yeah. And with the if the bill of sale is zero on the transfer, is that enough supporting documentation for bringing those into SAP? 00:07:46 - [MICHAEL_CARLSON] It would be assuming that the auditors kind of sign off on the valuation methodology because they'll ultimately test it. 00:07:55 - [CASEY_CAVANAUGH] Okay. Yeah. They're fully depreciated. So I would assume that if they're if Shapr has fallen a useful life methodology up to this point, then the auditor shouldn't have any problem with it. Yeah. They should 00:08:11 - [MICHAEL_CARLSON] have zero problem with that. 00:08:12 - [SHAWN_REMICK] Cool. 00:08:16 - [SCOTT_WARNER] Great. Okay. Staffing offer acceptance, we're working on that. So that is Lisa, and Shaper is Jen. So, I think as I am aware, one or two are outstanding still. Everything else has been resolved. I don't know how much this group cares about that part, so we'll skip it. H t HQIT coordination, this is something that Shawn and Gage will work on. Yeah. Shawn and I have been meeting with Bercow from time to time to talk about just data privacy and and the way the North American needs to operate, and and this has kind of been pulled into all that. Unfortunately, Bernd pulled in an outside person to help manage this. Her name is Catherine Earhart. We have attempted to meet with her, but she has been on PTO, and has moved our meeting to next week. So we will meet with her and try to get, a better idea of what IT alignment looks like. There's a lot to that one. You'll kinda see as we go through this, but it's it's probably something I'm pretty worried about. So okay. General I t employee IT 00:09:35 - [MICHAEL_BELSCHNER] 100. Very it's on the background. Well 00:09:38 - [SCOTT_WARNER] Yeah. General employee IT continuity, no real concerns. Most of their systems are cloud based. Move really shouldn't cause issues. Of course, there's some some things like, the sessions and stuff that we're working through, but general employee can continuity is fine. Back off back end systems continuity. Shawn, you wanna talk about that for me? 00:10:03 - [SHAWN_REMICK] Is this Which systems? Are we talking 00:10:10 - [SCOTT_WARNER] I think it was 00:10:11 - [SHAWN_REMICK] I think this is the one that is we're really waiting on to understand the how we're gonna sell the product before we can figure out what needs changed. But so it's maybe dependent on the sales component, but that's things a number of tools as well as the Huddl probably falls into this. We're in the loop testing. The the I imagine this is also the general things they use just to do day to day. This is everything but nonfinancials. Is that right? 00:10:40 - [SCOTT_WARNER] Yeah. I think so. 00:10:42 - [SHAWN_REMICK] Yeah. Yes. We just have a number of systems that we don't know. Like, are they keeps? Are they moves? Are they transitions? Obviously, the customer service stuff is pretty straightforward. The the marketing stuff is and how they sell the product. The sales stuff is dependent on the decisions we make, and then they have just a large number of other things, I'll call it, that we're just not sure. Are they dependent on things? We're working through dependencies on that. I think that'll come with number five, the HQ coordination. I added those to that agenda. 00:11:16 - [CASEY_CAVANAUGH] Great. Okay. 00:11:18 - [SCOTT_WARNER] And then cloud infrastructure migration, I think we're still working on that pretty hardcore. Shawn, I'm still working to try to get us access to those systems. Philip should be back in The US now, so hopefully, I get some answers. And I'll I'll update this from this meeting with what we talk about and put in. I just don't wanna try to do it on the fly. So alright. Those are those pieces. Developer server environment transition, Shawn, that's been underway. Gage, I think I actually don't know which of you kinda has led it so far. Either one of you wanna talk to that real quick? 00:11:56 - [SHAWN_REMICK] Yeah. That I'll give a quick overview. We've ordered everything. Everything's in and established. The network has been stood up. Gage is waiting on the server to come in, which is the final key component. Once that's done, it'll be released to Shapr to do the their end of the build. And we're shooting to get all that done by April 13 still. And the big gotcha is gonna be whether the server shows up on a timeline that's gonna be supportive of that. And if not, we we have some backup plans in our head. So going well, there's no issues. I would keep it yellow until the the server actually physically shows up here, and then it can probably go green. 00:12:34 - [SCOTT_WARNER] Till we see the whites of it dies? Yeah. Okay. Oracle licensing areas. Sorry, Casey. I didn't see your message this morning. Apologies for that. But so I did Shawn and I had a meeting with Oracle yesterday. They seem amenable to coming up with a solution for us. He actually proposed something that Shawn and I, at face value, think looks pretty valuable. We'll see when it comes back. You know, sales no offense to any salespeople on the call, but salespeople kinda come up with solutions that generate money for them. And, you know, so I need to validate it and see what see what that means for us. But right now, I'm I'm hopeful that that gets resolved pretty quick. So and, Casey, I'd rather update you on a different call, you know, on the details of that if that's okay. 00:13:18 - [CASEY_CAVANAUGH] Yeah. No. Sounds good. K. Thanks, Scott. No worries at all. Yeah. I just knew we had that offer out there that was gonna expire soon. So Yeah. We can catch up later. 00:13:27 - [SCOTT_WARNER] Employee purchase of assets. Shawn and Casey, myself, Amity, I pretty much everyone, I think, has talked about this at some point. But, basically, no direct transfer of assets will go from Shapr to an employee, especially things that are data bound. So anything like that will need to be, controlled and wiped, of sensitive data by a TTS employee. And at that point, depending on the asset distribution plan from Casey, we would decide whether or not we sold that to an employee or not. Things that aren't data bound kind of revert back to our asset list that we've all worked on, I think, in meeting number one of this group. So, we're we're still working through that, but, really, I that one's green. It's going. We understand the plan. So, IT asset disposition is really the same. 00:14:17 - [CASEY_CAVANAUGH] Great, Scott. Good to know on that. So you are we okay to kinda communicate that direction now? 00:14:22 - [SCOTT_WARNER] So this is where I'm trying to get ahold of Philip and talk 00:14:25 - [CASEY_CAVANAUGH] to him. Okay. 00:14:27 - [SCOTT_WARNER] So he he was in the area yesterday, and I couldn't catch him before he left. And I've I had pinged him previous to that. So, I'm gonna just start calling him every fifteen minutes till he answers. And Okay. Let's figure it out. 00:14:39 - [CASEY_CAVANAUGH] So Okay. Yeah. Sounds good. 00:14:41 - [SCOTT_WARNER] We just 00:14:42 - [CASEY_CAVANAUGH] We're aligned on the direction now. 00:14:43 - [SCOTT_WARNER] Yeah. Sean and I don't wanna start a war over this with Jeremy and the IT team because 100. Both. 00:14:49 - [CASEY_CAVANAUGH] Yeah. That's a sensitive piece. 00:14:52 - [SCOTT_WARNER] Cool. Line 12 is the same thing. So sorry. This is, Angela and Scott topic. So use of Shape Shaper's customer data by Festool. Obviously, there's a treasure trove of marketing data that if we don't handle appropriately, we'll get lost. I believe we have a very good structure now of being able to to control that. Talking about the merger plan, I have many discussions with HQ's legal team. And as usual, they don't really understand US law, so I'm trying to educate them, make sure they understand what that looks like. There are two things on here. So line 15 is the same thing. But really, the the reason it's two items is we're gonna have to take the data because Shaper is one company, we're gonna split the EU and, US date or North American data prior to any ingestion and then handle it from there. But there is a plan, and I I very much think we can get it done. I wanna leave it red because it's such a high priority topic. And if we mess it up, it's a one and done plan. So, Angela, looks did she bounce maybe? 00:15:55 - [SHAWN_REMICK] She she she did. She texted me. She had to jump. 00:15:58 - [PASCAL_JEHL] Right. So John, you can speak 00:16:01 - [MICHAEL_BELSCHNER] to it if you need to. 00:16:06 - [SCOTT_WARNER] You're muted, buddy. 00:16:09 - [JON_BUCK] Real quick. Yeah. Angela kept me up to date. One thing I'll mention, I think that the average purchase cycle, so when a consumer first shop in starts shopping for this and then purchases, is twelve plus months. So the folks that are shopping today, the data they're collecting today are gonna be the sales in 2027. 00:16:28 - [SCOTT_WARNER] Yeah. For sure. 00:16:29 - [JON_BUCK] Just means that marketing data is is valuable to marketing. 00:16:32 - [SCOTT_WARNER] Super valuable. And, Sean, what was the conversion rate they told you when you were out there? Wasn't that crazy? 00:16:37 - [SHAWN_REMICK] It was high. I don't I don't know it solid, but it was it's up there. And they they're pretty good, as John knows, they have pretty good details on what it takes to get somebody to convert and what each widget causes for conversion. A lot of connected data here. 00:16:55 - [GNDK] K. 00:16:59 - [SCOTT_WARNER] Great. Any questions, John, on that from your your side? 00:17:02 - [JON_BUCK] K. No. Good. 00:17:05 - [SCOTT_WARNER] Trade show kit booth assets. Anybody from marketing have any updates for this? 00:17:11 - [MICHAEL_BELSCHNER] I received a slide detailing the movements of some of the assets here and what's going on to the trade shows and how we're handling it. It looks fairly straightforward at this point. 00:17:22 - [SHAWN_REMICK] Will you 00:17:23 - [SCOTT_WARNER] be the owner for that, or who's gonna be the owner? 00:17:25 - [MICHAEL_BELSCHNER] I will be the owner for that. 00:17:29 - [SHAWN_REMICK] And, Scott, I did send Angela a a message when she said she was leaving just to let her know this is the only update topic we really had deeply for her, and that was that we are working on some of the the larger ones may end up going LTL, but and she's aware of that. There's nothing nothing crazy there. 00:17:47 - [CASEY_CAVANAUGH] Okay. 00:17:48 - [SHAWN_REMICK] And I stuck in the chat one other marketing item that she had that she'd like to have added to this if it's not on there already. 00:17:55 - [CASEY_CAVANAUGH] K. 00:17:58 - [MICHAEL_BELSCHNER] Cool. 00:18:01 - [SCOTT_WARNER] So this came up yesterday in a my one on one with Angela, so we kinda talked about it a little bit. But the plan is to merge Shaper IDs into my Festool accounts. John, is that you, or who's owning that on the marketing side? 00:18:18 - [JON_BUCK] Yeah. I mean, myself or Angela. But, yeah, again, that that customer data is important. Existing customers make up a significant percentage of revenue by buying accessories in later years. So our ability to market to the existing base is important. But then a lot of the functionality of the tool requires them logging in and being able to download different assets and do things. And that's all based upon, you know, access to to Festool and those assets behind that authentication wall. 00:18:47 - [CASEY_CAVANAUGH] Okay. Perfect. 00:18:50 - [PASCAL_JEHL] Maybe may sorry. Maybe a quick comment to that too. From the repair perspective, but also, like, for the My Festool slash slash my my Shaper or Shaper account perspective, HQ is currently working on creating a mapping of Shaper, like, the serial numbers. So, like, you know, they have the s o two dash and then and then, like, the actual serial number. They're doing a mapping that create for all different shaper origin models and country versions. They're gonna have a basic item number. So it will be able to, one, most likely add to your toolbox, but also we will be able down the road to facilitate the repair form that is pulling all the data on the back end for it. So that's just as a side note. Not technically anything to do with the account, but, like, the tools that are gonna be registered to an account. 00:19:53 - [SCOTT_WARNER] Okay. Perfect. What do you guys think about status on that one? I had it yellow. Is that still accurate? 00:20:05 - [JON_BUCK] Yeah. I mean, I I think the importance is very high. I I I'm not close to how what the developer team is doing and how that's looking, so I I I don't know. Okay. 00:20:18 - [SCOTT_WARNER] Cool. Alright. I changed it to high, and we'll leave it yellow for now. And then sorry. My Belshaner is I I had the trade kit assets red. Shawn, I know you were also involved with that. Anybody feel that that's lower issue now? 00:20:31 - [SHAWN_REMICK] I think it's I think we've answered all of our questions unless Michael has questions. But on the move side, I think we're good. 00:20:39 - [MICHAEL_BELSCHNER] Correct. Yes. I've I've got a detailed plan from Shaper and Zach about how they wanna move some things around and where it's gonna be stored and when. It'll be just the executing some of those details of the warehouse, it should be pretty straightforward. Okay. The only other question I have or need that I have in the short term, is I was able to have about a five minute look at some, sales data history that was just shared with us. We were looking for something that was on a dealer level. And at this point, I've just got four documents, which I'll I'll show high level and per SKU, but, just for United States or, online versus dealer channels, not necessarily Rockler and Castleton sold 33 of these things or anything like that. I don't know if there's any other documentation floating around. 00:21:26 - [PASCAL_JEHL] I do I mean, I do have a full list from all dealers with, like, sales, but it's not quantity. It's dollars. Does that help? 00:21:34 - [MICHAEL_BELSCHNER] It's certainly something. And then, yeah, the other thing we're looking for was a a list of dealers. I would assume, in most cases, this if they're selling, they also have a shaper display, but there are three Shaper displays, varieties, and, looking to find the list somewhere where, those are deployed and which one is in which location. 00:22:00 - [PASCAL_JEHL] I'll send you the list with the sales data that I can provide for now. 00:22:04 - [MICHAEL_BELSCHNER] Thank you, sir. 00:22:06 - [MICHAEL_CARLSON] Okay. 00:22:10 - [SCOTT_WARNER] Video equipment sessions, marketing assets, I don't know who that would fall to here. Has there been any changes, any thoughts, any 00:22:20 - [SHAWN_REMICK] We have some items being moved. We have some items not. I think that list is settled, and marketing is on both sides has accepted it. It's just a matter of getting it moved, and, of course, the shape or sessions equipment would be a q three topic. 00:22:35 - [SCOTT_WARNER] Is that I think Is that Angela leading that? 00:22:39 - [SHAWN_REMICK] Chip and Angela. I've been talking to Chip about it for the move part. Angela's been working on the shape recessions part. 00:22:45 - [SCOTT_WARNER] K. Alright. 00:22:48 - [SHAWN_REMICK] But I think I think it's settled at this point. It's just a matter of someone following up later in the year from the assets perspective and flagging which ones stay Casey and which ones so that we make sure towards the October that we dispose get the disposition on those back to to let them. 00:23:08 - [SCOTT_WARNER] My least favorite and exciting topic, but probably the most critical on the list is how the heck are we gonna sell these pieces and parts after after 1031, pre one one, post one one, three separate topics, same idea. There's a lot going on here. Casey, did you fill Sasha's name in, or did I do that? I can't remember. 00:23:32 - [CASEY_CAVANAUGH] I filled that one in. 00:23:33 - [BARBARA_BEMENT] Okay. What do you what do you 00:23:35 - [SCOTT_WARNER] know as of today, I guess, if you don't mind? 00:23:38 - [CASEY_CAVANAUGH] Well, I was just thinking as we're talking here that probably is getting to a point of escalation 00:23:43 - [GNDK] Yeah. 00:23:43 - [CASEY_CAVANAUGH] For Matt and the steering committee on the need for clear direction on all of them. So I'll ping him again today. When is the next tier code? 00:23:57 - [SCOTT_WARNER] I actually don't know because I'm not on it. Well, I'll have to ask Amity kinda what's going on there and see what she thinks. 00:24:05 - [CASEY_CAVANAUGH] Okay. I will I'll ping Matt today and just see what's going on in the background. I know I think he was giving them around two weeks, and that was about a week and a half ago. 00:24:20 - [SCOTT_WARNER] K. 00:24:21 - [PASCAL_JEHL] For clarification, is that the tool itself or any accessory and spare part? 00:24:30 - [CASEY_CAVANAUGH] From my maybe, Scott, you go first. But 00:24:34 - [SCOTT_WARNER] So I I'll be real honest. I kinda get confused because I've just had so many conversations. I I think what I've been told is from shutdown, you know, after 1031, we will not sell the tool until it goes live with Festool, but that we would still need to sell tape and and maybe other accessories or or something along those lines. So that's why I kinda have it broken up into three categories there. Anybody see it differently or or wanna discuss it differently? 00:25:06 - [PASCAL_JEHL] No. That is that is my understanding. And on the part side of it, like accessories, consumables, spare parts, The current status is that they're all being established at HQ. Philip Generis, so Stefan's brother, is working on this with the IT team and the SAP team to to to make that happen. He's also working with the factory to get all those parts then available at Wendlingen. So not just, you know, in the factories, but also Wendlingen. That we're gonna be able to order them from Wendlingen to here to, you know, Lebanon warehouse. And from what I understood and from last information I have from Matt is that the goal is by one one, we're able to sell and ship spare parts, accessories, and consumables out of Lebanon. The open topic and my understanding was that we're not selling gen two between one one and the end of the year. But what is open is there's still that hot swap program and tools that need to be replaced for repair purposes. So, technically, it's not a sale, but we have to ship products either out of here or from somewhere to replace those items. And this was on no agenda point as of last week. It was just a given that we have to, you know, hot swap products, but not how. I don't see a big issue to be fair because technically there is no cash flow behind it, but and and the items will be set up in SAP. It's just we have to figure it down down the road where the stock from the three PL goes and what's happening with those gen two units itself. 00:27:11 - [CASEY_CAVANAUGH] Does that make sense? 00:27:13 - [SCOTT_WARNER] Yes. K. 00:27:15 - [CASEY_CAVANAUGH] I think that makes sense. Do you is there, like, a document that has that laid out, Festool? Because I think what you laid out is more focused on the on The US business. Yep. But there's the same open question for GmbH. 00:27:32 - [PASCAL_JEHL] Correct. Correct. There is a document that is in Philip's hands. I can probably pull that and also either link it or set a copy in our side. But that's not just a it's not a timeline. It's generally just a complete overview on which items are gonna be sellable and not sellable, and what the shaper item number, the shaper cost, what hour cost, what the future like, that that exists or it exists, and it's about, like, 80 complete. They're working on it. And I can definitely throw a throw a copy on on our channel as well. 00:28:10 - [CASEY_CAVANAUGH] Okay. Good. I think that would just be helpful for my understanding. I mean, I get what you're saying, but I'd just love to read through it. 00:28:16 - [PASCAL_JEHL] Yeah. Yeah. Absolutely. 00:28:18 - [CASEY_CAVANAUGH] Awesome. Thank you. K. 00:28:22 - [SCOTT_WARNER] Master Asset List Control, we've talked about it. Casey, you have that. So we're kinda working through you for assets. Shop equipment, workshop tools, kinda same thing. It's on the list in negotiation mode with all that. Oversight for the move, I think John oh, wait. I had a question. Kaushal, any input on, like, kind of what Pascal was saying there as far as getting these products from HQ or anything? Is is is the process been made it to your level yet? 00:28:55 - [GNDK] For these parts, no. Not yet. We have to still set up the parts in the system, so that'll take some time. So but that's all, like, long term 00:29:02 - [SCOTT_WARNER] Okay. 00:29:03 - [GNDK] Is what I was told. 00:29:04 - [SCOTT_WARNER] Okay. Sorry. I just Yeah. 00:29:06 - [GNDK] Know parts of let me rephrase. The the second gen parts are in the system, but we still need to, like, understand and start placing orders. But that won't happen till late August, September when we start getting these orders. 00:29:19 - [PASCAL_JEHL] Yeah. Okay. Kaushal, let's let's take this off and talk through it. We'll take a list and look through it. The just to be clear, there there's no new process. It will be handled through SAP. It's just a matter when are the items. Like, one one is system availability, two is actually physical availability because that is two different timelines. Because right now, everything that is gen two related is in the in the consignment warehouse in Beilheim. It's not in Bentlingen. So they're working on the process of extending and creating the items, which are, you know, not yet in the Festool world. And then they have two, like, physical streams from the suppliers to Wenlingen and actually from the consignment warehouse to Wenlingen. And they fill those those stock levels, and we will be able then to place orders as with any other item. There's no new process. It's an it's an SAP item. Okay. We just have to have the timeline in mind because let's say, if we wanna have those by November 1, cautiously, you know, the current situation with getting containers is not the best. So let's let's review that offline and go through the list. I have a pretty good idea when we would be able to after the conversations I have weekly with the repair and the team from the the factory. And then let's just see what the deadline would be. Hey. This is the last moment when we would have to place an order to get it That sounds 00:30:47 - [SHAWN_REMICK] like here in time. 00:30:49 - [GNDK] Yep. Fair enough. 00:30:51 - [SCOTT_WARNER] Okay. 00:30:51 - [GNDK] Scott and Pascal and I will take it offline and place the orders that needed or set it up in the system. Wonderful. What what are the needs needed to get it make it happen. 00:30:59 - [SCOTT_WARNER] Thank you. 00:31:00 - [PASCAL_JEHL] It's not critical right now, but, you know, like, if we wait till July, August, it's probably gonna be an issue. 00:31:06 - [GNDK] Yep. Yep. Fair enough. 00:31:08 - [MICHAEL_CARLSON] Kind of a tangent to to that question. Do we know the volume of SKUs or inventory stock levels that are coming over just for warehouse planning purposes? 00:31:16 - [PASCAL_JEHL] Yes. I do have I do have that list from the repair side of it. The one list that obviously is fluctuating will be the the actual inventory and the four, five items that are repair spare parts at the three p l. One note on that as well is since gen one has not been sold in the same amounts as in The United States, the repair facility at Germany decided to not offer any repair or support for gen one. Here in The US, it's different. We have about 50 of the repairs or 40 to 50 of the repairs are gen one. So we're gonna grab whatever is left there as repair parts or spare parts. The benefit here is we're actually also gonna get the German spare parts shipped over to us. They're gonna be booked, you know, like, under those dummy numbers. I think, Mike, we talked about that, like, a couple weeks ago. But we're actually getting more spare parts for that. So most likely, it's not half a year We're probably talking one, two years availability of still supporting gen one for the North American shaper customers, which is good news. 00:32:34 - [MICHAEL_CARLSON] So we're only gonna stock repair parts in Lebanon, and then sales stock will basically ship directly from Germany? Or are we gonna be stocking safety stock here in The US as well? 00:32:45 - [PASCAL_JEHL] That that is the other point. That's what I was asking. Are we talking, like, the tool itself and all that? That I don't know. Where, like, this is this I don't think there is a decision yet where the tools go. But the spare parts, accessory, and consumables, that was a definitely yes from my understanding in Met's goal to having to being able to ship it out of here one one. Therefore, we would need that here. And, obviously, I need the spare parts, you know, to support repairs in five weeks. Yeah. 00:33:17 - [SHAWN_REMICK] I like that you threw in five weeks. 00:33:21 - [JON_BUCK] Yeah. 00:33:23 - [PASCAL_JEHL] Well, we'll get to the update later. I don't wanna add too much information to that list and extend your list, Scott. 00:33:29 - [CASEY_CAVANAUGH] But 00:33:29 - [SCOTT_WARNER] Yeah. Right. Okay. Assets, I'm gonna skip over assets. We've kinda discussed that. Really, there's a plan. So on onsite oversight for the move, I think, Casey, you've fallen been voluntold that you're going or or something like that. Or Yeah. And I think I think on our 00:33:50 - [CASEY_CAVANAUGH] side Yeah. Voluntold. 00:33:52 - [SCOTT_WARNER] Yeah. I think on our side, I wanna talk to Gage and Shawn and myself and kinda just see between us, like, what what it looks like. Anybody else feel an overwhelming desire that they need to be onsite for the move out day? 00:34:06 - [PASCAL_JEHL] You really want an answer? 00:34:10 - [SCOTT_WARNER] Yeah. 00:34:11 - [CASEY_CAVANAUGH] It's gonna be a party. You know, I'll be there. Who would like 00:34:17 - [SHAWN_REMICK] True. 00:34:18 - [SCOTT_WARNER] Yeah. Casey's gonna be the that he's the he's the mean guy there, and then we'll send some other people who can help. But, yeah, we'll discuss it. So at this point, Shawn, Gage, you and I, three of us need to get together at some point and kinda chitchat. And if anybody else as you're going through this has feelings or or or strong thoughts about it, please let me know. 00:34:38 - [SHAWN_REMICK] This is also a topic, Scott. We I threw this to Greg last night for our Friday meeting just so that he's aware that we need to get a good meter from him if he feels good about resources on his side just to make sure that our thoughts are matching. 00:34:52 - [CASEY_CAVANAUGH] Great. Okay. And I do, in all seriousness, need to put some additional thought into the kind of financial control checkpoint, getting that asset list in a more clear state, probably even doing some tagging. So on the receiving end, it's gonna make things a lot easier. 00:35:12 - [SCOTT_WARNER] Okay. As always, Casey, let us know if we can help or do anything for you. Like, I you know, because on the IT side, I think we're gonna have a lot of the same kinda questions and challenges and things like that. So 00:35:23 - [CASEY_CAVANAUGH] Do you guys have a test already? 00:35:26 - [SHAWN_REMICK] Well, Casey, I was gonna say, I I think we've got some technology that might help you for this. But We one thing I wanna throw out, and we can dig deeper into this on Friday. It might be a good idea. Some of this stuff I don't know how soon you're gonna get there, but some of this stuff's already going to be packed by the time Friday and Monday roll around. And so I don't know if you need to be there starting the Monday prior. I mean, I'm not trying to, you know, hose your week, but just something to think about. You know, the intent is for this to all be pretty palletized by the time Monday rolls around. 00:35:57 - [PASCAL_JEHL] Yeah. I We at least 00:35:58 - [CASEY_CAVANAUGH] have to have a plan of attack for Yeah. 00:36:01 - [PASCAL_JEHL] Yeah. I have a confirmed date by Craig that on the sixth, they start that nothing will be touched again in repair or anywhere around, and they start packing 00:36:13 - [SHAWN_REMICK] on the sixth. Yeah. Casey, I think it's something we ought to beat up with with Yeah. Greg a little bit. 00:36:20 - [CASEY_CAVANAUGH] Okay. Sounds good. 00:36:20 - [SHAWN_REMICK] And then we we can talk technology to help you as well. 00:36:24 - [CASEY_CAVANAUGH] Amazing. Thank you. 00:36:26 - [SCOTT_WARNER] Okay. Operating model after merger is kinda just everybody. You know, obviously, we've gotta operate the shape of business. That's what we're doing. So you could just say that's the title of this list, really, but I just wanna make sure it's there. I like putting things on list twice evidently, so the move again. And then we have EE lab equipment and then critical r and d. Are these the same thing, Pascal, Shawn? Okay. 00:36:52 - [SHAWN_REMICK] I I unless Casey feels differently, I think these are the same thing. And this is what equipment will software engineers or developers need access to in The United States, and we should store in some capacity until then. And I think we're letting the team there, led by Ren, to come up with that list and then bring that back. I think next week is the meeting for them. 00:37:20 - [SCOTT_WARNER] Perfect. Okay. And then this is a new one that I just added. So, Mike, Barb, I'm looking at you guys. I don't know if you know anything about it. Your name was kinda thrown out there, but financing Klarna. Shawn, maybe you have more because you're the one who told me to add it. So 00:37:33 - [SHAWN_REMICK] Yeah. No. What I heard is, that Angela and Amity had had a conversation about continuing Klarna or continuing financing. And, they currently use a different product, but Klarna is the one that we use, in North America. So some thought and planning for that. I you now know what I know. 00:37:51 - [JON_BUCK] K. Hey. Quick quick note on that. So using round numbers, I believe 50 of sales are made direct to consumer via digital checkout, and then something like 75 or 80 of those are financed. So without the financing option, that likely leads to fewer sales or certainly lower average ticket value. 00:38:12 - [BARBARA_BEMENT] Okay. It's good to know. And I 00:38:15 - [SCOTT_WARNER] I think that's why it had to be solved because we had identified that as a problem. So 00:38:20 - [JON_BUCK] And then, Scott, one one quick question kinda related to that. I I heard you guys talk through ecommerce continuity a minute ago, and maybe I'm taking that too literal. But what about the website functionality that allows a direct to consumer checkout? Is that listed somewhere on here, or does that not deserve a spot? 00:38:40 - [SHAWN_REMICK] I think that is the ecommerce got noticed. 00:38:42 - [CASEY_CAVANAUGH] I see it as part of that line item. 00:38:44 - [SCOTT_WARNER] It's kinda in there. I think I need to do a better job with kinda describing it, but it it's kinda start to finish. How does a customer buy a tool or or or Okay. Any item. So 00:38:54 - [JON_BUCK] That's fine. I just wanted to make sure that was part of it. Thanks. 00:38:56 - [SCOTT_WARNER] Yeah. The the reason I'm looking for this is because it's it's something Festool doesn't really do or do well, you know, in historically. So, like, what does this look like going forward? K. That was my list. 00:39:10 - [JON_BUCK] Half of the sales. 00:39:11 - [SCOTT_WARNER] Anybody have anything else you think needs to be on here? You want it to be on here? 00:39:17 - [CASEY_CAVANAUGH] One that I think we need to probably add to the list is the subscription services for 00:39:26 - [SHAWN_REMICK] SheetLab studio. 00:39:27 - [CASEY_CAVANAUGH] The software subscription services, and it's kinda maybe in the same bucket as this Klarna that we have third party vendors that that manage that subscription service that we need continuity against. It's probably, I don't know, 10 of the revenue stream. 00:39:46 - [SCOTT_WARNER] John or Mike or anybody, has anyone talked about this much that that you'd have an update? 00:39:51 - [JON_BUCK] Yeah. I mean, it it it's it's a core part of the the product and the experience both for existing consumers and the new purchasers. They sell a perpetual license or an annual license. And, again, it's, you know, it's on my list of core functionality that's needed for the tool to work. 00:40:10 - [SCOTT_WARNER] K. 00:40:10 - [SHAWN_REMICK] Yeah. Mike and I had a conversation. This also if you wanna put in your notes, this also has impact to our tax processing. Mike, what was this? Asana? Not a Avalara. Thank you. 00:40:23 - [CASEY_CAVANAUGH] Avalara. Oh, yeah. 00:40:24 - [SHAWN_REMICK] And so we're gonna need to retain that as well as a part of it. 00:40:30 - [CASEY_CAVANAUGH] And, John, if you're helping out with that, I think one of the main open questions that we have, we have two different vendors that are providing that software service, one that is US based and one that is based in Australia. Currently, Shapr US is managing all the relationships and recognizing all the revenue here in The US. There is an open question on who manages the relationship with the SaaS provider from Australia going forward if it is the GmbH team that takes over that relationship. And on The US side, outside of the Avalara issue, we think we have it mainly resolved and can take on that relationship with the with the vendor. But still, who manages the the one in Australia is an open question. K. Cool. 00:41:26 - [MICHAEL_CARLSON] And then and then, Scott, one thing that we'll have to make sure we update before that is we'll have to update all of our banking information so that the automatic deposits flow through correctly subsequent to the to the merge. 00:41:38 - [SHAWN_REMICK] K. 00:41:40 - [SCOTT_WARNER] Perfect. Anything else we missed? 00:41:46 - [MICHAEL_CARLSON] If you wanna put on it only relates to Barb, unless I it's probably only relates to me. Year end reporting is something we'll probably have to make sure that we are on the same page with corporate related to, especially in terms of TTS and how we account for the merger within our financials. And so if we push it through SAP or if we have it as a external off balance sheet schedule and and kinda merge those two reports into TTS. 00:42:20 - [CASEY_CAVANAUGH] And also the timing of that. Correct. Is it like, we do we just closeup 2026 as is current state and then 2027 account for that merger? 00:42:38 - [SHAWN_REMICK] K. 00:42:39 - [CASEY_CAVANAUGH] So that that is a good one to have on the list. And until we have the legal entity clarity 00:42:44 - [SCOTT_WARNER] Yeah. 00:42:45 - [CASEY_CAVANAUGH] Still a lot dependent on that one. So that legal entity feels like another point of escalation that we really need to push on. 00:42:53 - [SCOTT_WARNER] Yeah. I think it was due by the end of this week. So I'll I'll nudge and see if hear back from Lauren. So Cool. John Rosenberger, you and I haven't had a whole ton of time to catch up lately. Anything from the logistics team that you wanna capture or any concerns as far as these things showing up at our door and us having to put them somewhere? 00:43:15 - [JONATHON_ROSENBERGER] Yeah. I mean, that's that's the biggest thing. Right? It's just what kind of quantity of SKUs that we're gonna have here. So, I know we've been working with Greg from Shaper on SKU counts, quantities of SKUs inventory, all that good stuff. So I think that's the biggest thing. Right? And then as we get as we get closer to this later this year, right, then we'll evaluate that and look to see if we need to contact, you know, an offsite storage facility or something if depending on how we're sitting with inventory positioning here, at that time. So 00:43:50 - [SCOTT_WARNER] Okay. Perfect. So I'll get with you, and then maybe, Sean, you and I both can talk to John a little I know you guys have had discussions in the past, but just kinda what the what the plan is and things like that. So Yeah. Sorry, John. Who were you working with? Greg, you said? 00:44:05 - [BARBARA_BEMENT] No. Yeah. Greg. Greg. Cool. 00:44:10 - [SCOTT_WARNER] Kaushal, anything from your side, criticality that you need to capture that we did already talk about? 00:44:16 - [GNDK] No. I think I'm good out here right now. Once I do meet with Pascal, mainly for me, it's gonna be the list of part numbers, what we need for ordering, and when we need to start placing the orders and go from there. So once that's done, then I think 00:44:29 - [CASEY_CAVANAUGH] it should be good. 00:44:31 - [SCOTT_WARNER] Okay. Anybody 00:44:33 - [GNDK] One 00:44:33 - [CASEY_CAVANAUGH] Go ahead. 00:44:34 - [GNDK] Sorry. Just Pascal, quick question. I I believe this was confirmed, but all the parts from China and Middle East, everywhere else is going to go to Germany first, and we are gonna buy the parts from Germany. Is that correct? 00:44:48 - [PASCAL_JEHL] That is my current understanding. Yes. 00:44:50 - [GNDK] Okay. Fair. So then we don't need to worry about any other routes other than from Germany to US? 00:44:56 - [PASCAL_JEHL] No. Not not not as of now. And even, let's say, if we would have to, all the vendors and everything will be set up. So in any case, they will have it in Bentlingen for 100. So I would not see the need at any point to order direct from the vendor. But if that would be the case, we would have the vendor set up. 00:45:19 - [GNDK] Okay. Alright. Sounds like a plan. Mainly, it'll be for not necessarily just vendor set up, but also about movement from that country or from that part of the world to US. So okay. 00:45:32 - [BARBARA_BEMENT] Before Side note on vendor set up, they're set up in Venlingen. They are not set up in The US. 00:45:39 - [GNDK] Okay. Thanks, Robert. 00:45:40 - [BARBARA_BEMENT] They are separate companies. 00:45:42 - [SHAWN_REMICK] Okay. So I put the rest of the topics. Before we go on to that, I would suggest that, Scott, if you're open to it, maybe put a column in your spreadsheet that says we need to talk about it on this meeting so that the next one we can just hit the ones that we need to hit. That way, if if anybody on the call has something to add or change, and, of course, Scott may have a majority of those, we can have, like, a flag that we need to chat about it. Pascal, repair updates? 00:46:11 - [PASCAL_JEHL] Yep. Okay. For the local updates, local meaning here in Lebanon, we aligned on a timeline and on a plan and layout for the service department. Actually, by now, probably, most of Brad and Alicia's office are is gonna be empty. They're gonna move into that back corner office. Next week, we have confirmed that there's a guy who's looking at the flooring just due to a fire hazard. It has wood flooring, and if we start repairing and testing tools in there that needs to go, that's all planned and aligned. So we're fairly confident that, like, we will have a one, two week window even prior of arrival of the truck to have this change made happen here onsite. Travel arrangements for the move have been made as well. I got the confirmed dates from the shaper team. They already have their flights. So with the truck coming here, most likely on that Friday, the team is aware and prepared so that we can start setting everything up the following Tuesday after when the first people from Shapr will arrive here. The spare parts side of it, I mean, I touched base earlier in this meeting on on that topic. I don't have any concerns that we're missing something here. HQ is in the lead on creating, extending, making them available for us. And for the spare parts coming from Shaper, I also asked Greg, and he confirmed that we're gonna have sufficient stocks that there's no need to reorder immediately. If so, prior to November 1, they would be able to order as their usual business through NetSuite and from their system to the new storage location, which will be, you know, Festool Lebanon as a as an as a just a a different storage location on on their system. And I think that's pretty pretty much it on on the repair update. 00:48:25 - [SHAWN_REMICK] Cool. So IT items, we have a cabling company that is doing Gage has been working with them to get the repair cabled and office changes and all of that. So that's moving forward. That should happen the April. For the second phase, which would be the office move, I believe the first part of that is already now completed. It was done this week. If 00:48:48 - [PASCAL_JEHL] you were go ahead. Update on that, Sean. I got a picture last night on the wall we discussed where we need data outlets. There was a hidden one behind the shelf. So there's already data data. So there's no need to pull cables. It's just add another socket, like another box. It's already there. So it might be a lot of easier. There's no no need of dropping date the walking dropping data from the ceiling behind the wall. It's already there. 00:49:17 - [SHAWN_REMICK] Okay. Well, I'll we'll walk by today and gauge is here as well. We'll take a quick peek just to make sure there's enough, and we need to look at that left side too. I think we needed some there. Yeah. That's where where we found them. Oh, okay. But the right, we still need? The right, 00:49:32 - [PASCAL_JEHL] we still need, but I'll send you the picture of where they found it. 00:49:37 - [SHAWN_REMICK] Oh, well, I'm here. I'll walk by. No big deal. I appreciate the info, though. If you weren't here last time, there is a wireless access for Shaper devices. If somebody has a Shaper device that they need access, let us know. Gage, do you wanna provide a Teams update before he does that? There is an ongoing conversation about how to get access natively to some of these folks, especially the ones who are staying. There was a meeting at HQ yesterday. We expect, either tomorrow or Monday to learn more about next steps on that. So that is a, a challenge that's being worked through so that folks can get access before day one. There's also an ongoing Teams issue with guest users, Gage. 00:50:19 - [GLLR] Yeah. So we we are working through some issues with with guest access. So just to kind of explain it at a high level, they had onboarded dummy accounts for Shapr in the past as a way to connect to their Shaper tools, domain for creating distribution lists. So that way, internally, we could still communicate with them using DLs and things like that, for communications. That has presented some challenges now that we are trying to put them in our system, as guests for Teams. So, we have been, working with HQ on that. We the the solution the proposed solution is that they are untying, removing the Shapr tools connection from our TTS environment. That way, they can be onboarded as true guests in the system. So just awareness there. We are working through that, but we should be getting most of those folks should actually be in the system or in our team's environment now and working. There's a handful of users that are still having some trouble. But for the most part, most most of those Shaper folks should be added as guests now and able to communicate over Teams. 00:51:41 - [SHAWN_REMICK] And the last topic I have on the current agenda, unless others have topics, is move update. Things are progressing well. Contracting, we have a call with Greg to talk through a few last items, and then we'll provide a more comprehensive timeline and overview of that whole thing next week in this meeting. So, things are going well. We'll get, the final items buttoned up and then and get that shared out next week. Does anyone else have other topics that were missed that should be included? Just a question for 00:52:12 - [PASCAL_JEHL] the move. And, hopefully, John, you you you're you're in loop. Like, not everything on there is obviously repair. Do we know where it's gonna go? 00:52:28 - [GNDK] Not yet. 00:52:30 - [BARBARA_BEMENT] Okay. I think that was I think that 00:52:32 - [SHAWN_REMICK] was Scott's Scott's call out that next week, John and I need to talk about what's what is getting stored, and we need to get that handed off to him. 00:52:40 - [JONATHON_ROSENBERGER] Right. Yeah. 00:52:41 - [PASCAL_JEHL] Just as a as an FYI for every like, for for you, Sean, and then probably for you, John, like, there's that big laugh rack on there. This, we will set up immediately. That's why we're also doing a flooring right from the get go. So this will be the first thing we will set up before we put anything else in there. And I think that's a pretty big item on the truck. Also, all the workbenches will be used. So, Shawn, if we get all four from the requested, like, two for sure, but if we get all four, we do have a spot and a space for them already assigned. If not, I mean, it's what it is, but if we get them. So everything that we requested should have a spot. We discussed through that. So I 00:53:23 - [SHAWN_REMICK] I think I think the holdover will be pretty minimal. I think the bigger topic for John, just to think about is where we're gonna put all of this stuff for the week or so that we're, you know, sorting out all the things that came. But sorry. I didn't mean to interrupt you. Go ahead, John. 00:53:39 - [JONATHON_ROSENBERGER] Right. No. Yeah. You're fine. I mean, for the most part, you know, it'll it'll be divided up. Right? Any of the marketing items, we can go through and put in marketing's area in Aisle 25. Any of the facility items, they can go up in the mezzanine. Right? The ladders, the chairs, generators, whatever those you know, whatever's coming back there. And then, obviously, we can we can identify a spot for any of the repair stuff that's not being utilized right away. So 00:54:09 - [PASCAL_JEHL] It so it should be utilized fairly quickly. Right. One one note, if there's any chance that we can unload it in the area where you stage pure later or somewhere around there, that would be yeah. Yeah. Okay. That would be appreciated just because there's a bulky parts and it's just right or kinda around the corner from service center. Yeah. And then anything that we okay. Perfect. 00:54:31 - [JONATHON_ROSENBERGER] We would unload it there in door 1, two, or three. So 00:54:34 - [PASCAL_JEHL] Yeah. And my team was aware, and Brad and Russell also blocked the Saturday after the arrival. If there's any need and help or help needed, we're we're happy to assist here and make sure we're moving the repair stuff as quickly as possible. And whatever is left over will be probably most likely marketing or smaller items that then can go to Aisle 25. 00:54:56 - [GNDK] Right. Yep. 00:54:59 - [SHAWN_REMICK] Cool. We'll get some time on your calendar, John. I see you're out next week, so maybe I'll see if we can We can. Steal steal some time later today. Yeah. 00:55:07 - [JONATHON_ROSENBERGER] Today or tomorrow. 00:55:08 - [SHAWN_REMICK] Yep. Cool. Anyone else? 00:55:13 - [SCOTT_WARNER] Thanks all. 00:55:16 - [CASEY_CAVANAUGH] Did you guys get your brackets in? 00:55:18 - [JONATHON_ROSENBERGER] I did. Late. 00:55:20 - [CASEY_CAVANAUGH] Let's go 00:55:22 - [PASCAL_JEHL] Purdue. Let's go boil. 00:55:23 - [CASEY_CAVANAUGH] I I knew you got Purdue. Alright. Well, good luck. 00:55:29 - [SCOTT_WARNER] See you guys. Take care. 00:55:29 - [PASCAL_JEHL] Thank thanks, everyone. 00:55:31 - [SCOTT_WARNER] Take care. Bye.
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