FISCAL SECOND QUARTER 2021 RESULTS JUNE 8, 2021 CAUTIONARY STATEMENT & NON-GAAP MEASURES Disclaimers Note Regarding Non-GAAP Measures REV Group reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, management believes that the evaluation of REV Group's ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted Net Income, Free Cash Flow and Return on Invested Capital, which are non-GAAP financial measures. Adjusted EBI ...

WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-37999 REV Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 26-3013415 (State or other jurisdiction of incorporation or organization) (I. ...

REV Group, Inc. (NYSE:REVG) Q1 2021 Earnings Conference Call March 10, 2021 10:00 AM ET Company Participants Drew Konop - Vice President of Investor Relations Rod Rushing - President & Chief Executive Officer Mark Skonieczny - Chief Financial Officer Conference Call Participants Mig Dobre - Robert W. Baird Stephen Volkmann - Jefferies Jerry Revich - Goldman Sachs Courtney Yakavonis - Morgan Stanley Joel Tiss - BMO Capital Markets Operator Greetings. Welcome to the REV Group Incorporated First Quarter 2021 E ...

Financial Performance - REV Group's net sales increased by 4.1% to $554.0 million compared to the prior year quarter[6,7] - Adjusted EBITDA increased by 105% to $23.2 million compared to the prior year quarter[6,7] - Adjusted EBITDA margin increased by 210 basis points to 4.2% compared to the prior year quarter[6,7] Segment Results - Fire & Emergency segment revenue was $280.6 million[11] - Commercial segment organic backlog was $234.0 million[14] - Recreation segment net sales were $190.2 million[17] and backlog was $754.3 million[17] Fiscal Year 2021 Guidance - Net sales are projected to be between $2.45 billion and $2.6 billion[22] compared to $2.3 billion in 2020[22] - Adjusted EBITDA is expected to be between $125 million and $135 million[22] compared to $67.5 million in 2020[22] - Adjusted net income is projected to be between $56 million and $70 million[22] compared to $9.5 million in 2020[22]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial information for REV Group, Inc., including financial statements, management's discussion and analysis, and disclosures on market risk and controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents REV Group, Inc.'s unaudited condensed consolidated financial statements for Q1 2021, including balance sheets, operations, cash flows, and detailed notes [Condensed Unaudited Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Unaudited%20Consolidated%20Balance%20Sheets) As of January 31, 2021, total assets decreased to $1,259.1 million, total liabilities decreased to $783.8 million, and shareholders' equity slightly increased to $475.3 million Consolidated Balance Sheet Highlights (in millions) | Account | Jan 31, 2021 | Oct 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $777.3 | $812.0 | | **Total Assets** | $1,259.1 | $1,312.3 | | **Total Current Liabilities** | $403.1 | $447.3 | | **Total Liabilities** | $783.8 | $840.0 | | **Total Shareholders' Equity** | $475.3 | $472.3 | [Condensed Unaudited Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Unaudited%20Consolidated%20Statements%20of%20Operations) For Q1 2021, net sales increased to $554.0 million, gross profit rose to $61.7 million, and the company achieved breakeven net income, a significant improvement from a prior-year loss Statement of Operations Summary (in millions) | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | **Net Sales** | $554.0 | $532.1 | | **Gross Profit** | $61.7 | $47.4 | | **Operating Income (Loss)** | $9.7 | $(4.7) | | **Net Income (Loss)** | $0.0 | $(9.4) | | **Diluted EPS** | $0.00 | $(0.15) | [Condensed Unaudited Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities turned positive at $1.9 million in Q1 2021, investing activities provided $7.1 million, and financing activities used $11.3 million, leading to a $2.3 million net decrease in cash Cash Flow Summary (in millions) | Cash Flow Activity | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | **Net cash from operating activities** | $1.9 | $(13.3) | | **Net cash from investing activities** | $7.1 | $(1.3) | | **Net cash from financing activities** | $(11.3) | $78.6 | | **Net (decrease) increase in cash** | $(2.3) | $64.0 | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail the Spartan ER acquisition, the divestiture of REV Brazil resulting in a $3.8 million loss, and the company's debt structure, confirming compliance with all covenants - On February 1, 2020, the company acquired Spartan Emergency Response (Spartan ER) for an adjusted purchase price of **$47.3 million**, funded via its ABL credit facility, resulting in an **$8.2 million gain**[32](index=32&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk) - In Q1 2021, the company decided to divest its REV Brazil business, classifying it as held for sale and recognizing a **$3.8 million loss**[41](index=41&type=chunk) - As of January 31, 2021, total debt was **$332.1 million**, with **$165.0 million** under the ABL facility and **$167.1 million** under the Term Loan, and **$230.0 million** availability under the ABL Facility[43](index=43&type=chunk)[49](index=49&type=chunk) - The company is involved in pending putative securities class actions and derivative actions related to its 2017 IPO and secondary offering, with an undetermined outcome[73](index=73&type=chunk)[74](index=74&type=chunk) [Management's Discussion and Analysis (MD&A)](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 performance, highlighting a **4.1% increase** in consolidated net sales to **$554.0 million**, improved gross profit margin to **11.1%**, and a doubling of Adjusted EBITDA to **$23.2 million**, with total backlog exceeding **$2.0 billion** Q1 2021 vs Q1 2020 Performance Highlights (in millions) | Metric | Q1 2021 | Q1 2020 | Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $554.0 | $532.1 | +4.1% | | **Gross Profit** | $61.7 | $47.4 | +30.2% | | **Net Income (Loss)** | $0.0 | $(9.4) | +100.0% | | **Adjusted EBITDA** | $23.2 | $11.3 | +105.3% | - The company is in the process of refinancing its term loan and ABL credit facility, with completion expected by the end of Q2 fiscal year 2021[126](index=126&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Consolidated net sales growth was driven by the Spartan ER acquisition and Recreation segment performance, while Commercial sales declined due to divestitures and market softness, leading to expanded gross profit margin and varied Adjusted EBITDA across segments - Consolidated net sales increased by **$21.9 million (4.1%)** year-over-year, primarily due to the Spartan ER acquisition and favorable mix in the Recreation segment[103](index=103&type=chunk)[104](index=104&type=chunk) - Gross profit margin improved to **11.1%** from **8.9%** year-over-year, driven by increased net sales, lower sales discounts, and operational enhancements[105](index=105&type=chunk) [Segment Performance](index=24&type=section&id=Segment%20Performance) Fire & Emergency net sales grew **35.9%** due to the Spartan ER acquisition, Commercial net sales fell **47.5%** due to divestitures, and Recreation net sales increased **14.0%** from favorable product mix Segment Net Sales (in millions) | Segment | Q1 2021 | Q1 2020 | % Change | | :--- | :--- | :--- | :--- | | **Fire & Emergency** | $280.6 | $206.5 | +35.9% | | **Commercial** | $83.1 | $158.2 | -47.5% | | **Recreation** | $190.2 | $166.8 | +14.0% | Segment Adjusted EBITDA (in millions) | Segment | Q1 2021 | Q1 2020 | % Change | | :--- | :--- | :--- | :--- | | **Fire & Emergency** | $10.2 | $1.7 | +500.0% | | **Commercial** | $7.1 | $10.8 | -34.3% | | **Recreation** | $15.1 | $7.0 | +115.7% | [Backlog](index=25&type=section&id=Backlog) Total company backlog significantly increased to **$2,006.2 million** as of January 31, 2021, driven by strong growth in Recreation and Fire & Emergency segments, while Commercial backlog decreased Backlog by Segment (in millions) | Segment | Jan 31, 2021 | Jan 31, 2020 | | :--- | :--- | :--- | | **Fire & Emergency** | $1,017.9 | $807.3 | | **Commercial** | $234.0 | $455.6 | | **Recreation** | $754.3 | $158.3 | | **Total Backlog** | **$2,006.2** | **$1,421.2** | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources are cash from operations and the ABL credit facility, with net cash from operations improving to **$1.9 million** in Q1 2021, and **$230.0 million** availability under the ABL Facility - The company suspended its quarterly dividend starting in Q2 fiscal year 2020, with future reassessment[132](index=132&type=chunk) - As of January 31, 2021, the company had **$230.0 million** in availability under its ABL Facility and was in compliance with all financial covenants[135](index=135&type=chunk)[137](index=137&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes occurred in the company's exposure to market risks, including interest rate, foreign exchange, and commodity price risks, since the last annual report - There have been no material changes in the company's exposure to interest rate, foreign exchange, and commodity price risks since the last annual report[152](index=152&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of January 31, 2021, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of January 31, 2021, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[153](index=153&type=chunk) - There were no material changes in the company's internal control over financial reporting during the quarter ended January 31, 2021[154](index=154&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information, including details on legal proceedings, risk factors, and a list of exhibits filed with the report [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 13 for details on pending consolidated federal and state putative securities class actions related to the company's 2017 IPO and secondary offering - The company is facing pending securities class action lawsuits related to its 2017 IPO and secondary offering, which it intends to vigorously defend[73](index=73&type=chunk)[74](index=74&type=chunk)[155](index=155&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended October 31, 2020 - There have been no material changes to the business's risk factors since the last Annual Report on Form 10-K[156](index=156&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents containing financial data - Exhibits filed include CEO and CFO certifications under Sarbanes-Oxley Act Sections 302 and 906, and Inline XBRL data files[158](index=158&type=chunk)

R E V G R O U P, I N C . Financial Report Fiscal Fourth Quarter 2020 N Y S E : R E V G January 7, 2021 Cautionary Statement & Non-GAAP Measures Disclaimers Note Regarding Non-GAAP Measures REV Group reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, management believes that the evaluation of REV Group's ongoing operating results may be enhanced by a presentation of Adjusted EBITDA and Adjusted Net Income, which are non-GAAP financial measures. A ...

REV Group, Inc. (NYSE:REVG) Q4 2020 Earnings Conference Call January 7, 2021 10:00 AM ET Company Participants Drew Konop - VP of IR Rod Rushing - President & CEO Mark Skonieczny - CFO Conference Call Participants Jerry Revich - Goldman Sachs Jamie Cook - Credit Suisse Courtney Yakavonis - Morgan Stanley Raj Patel - Jefferies Mig Dobre - Baird Operator Greetings, and welcome to REV Group 2020 Fiscal Fourth Quarter and Full Year Earnings Conference Call. At this time, all participants are in a listen-only mod ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) REV Group designs, manufactures, and distributes specialty vehicles, holding top market shares and driving growth via acquisitions - REV Group is a leading designer, manufacturer, and distributor of specialty vehicles and related parts, operating in three segments: Fire & Emergency, Commercial, and Recreation[17](index=17&type=chunk) - The company believes it holds the **1 or 2 market share** position for products representing approximately **62%** of its fiscal year 2020 **net sales**[17](index=17&type=chunk) - The company's top **10 customers** represented about **21%** of **net sales** in fiscal year 2020, with no single customer exceeding **5%**[19](index=19&type=chunk) - REV Group operates **22 manufacturing facilities**, **9 Regional Technical Centers (RTCs)**, and **4 aftermarket parts warehouses**, leveraging its scale for competitive advantage[20](index=20&type=chunk) [Products and Markets](index=6&type=section&id=Item%201.%20Business%23Products%20and%20Markets) The company's product portfolio is diversified across its three main segments, primarily serving the U.S. market - The Fire & Emergency segment manufactures fire apparatus (E-ONE, KME, Ferrara, Spartan ER) and ambulances (AEV, Horton, Wheeled Coach) The company acquired Spartan ER in Q2 2020 and is sunsetting the Marque, McCoy Miller, and Frontline ambulance brands[25](index=25&type=chunk) - The Commercial segment produces small Type A school buses (Collins Bus), transit buses (ENC), terminal trucks (Capacity), and sweepers (Lay-Mor) The company sold its shuttle bus businesses in Q3 2020[27](index=27&type=chunk) - The Recreation segment serves the RV market with brands like American Coach, Fleetwood RV, and Lance, offering Class A, B, and C motorized RVs and towable trailers[30](index=30&type=chunk) - The U.S. market is the primary focus, representing approximately **94%** of overall **net sales** for fiscal year 2020 International sales, including Canada, were **$132 million**[35](index=35&type=chunk) [Strengths and Strategies](index=12&type=section&id=Item%201.%20Business%23Strengths%20and%20Strategies) REV Group's competitive strengths include market leadership, a large installed base, and scale, with growth strategies focused on margin expansion, innovation, and acquisitions - Key strengths include **market leadership**, a large installed base of **~227,000 vehicles** with an estimated replacement value of **$36 billion**, a broad portfolio of recognized brands, centralized sourcing, and a unique scale and business model[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Growth strategies include driving **margin expansion** via operational initiatives, developing innovative products, enhancing the sales/distribution model, accelerating aftermarket growth, and pursuing synergistic acquisitions[57](index=57&type=chunk)[58](index=58&type=chunk)[62](index=62&type=chunk) [Operations](index=14&type=section&id=Item%201.%20Business%23Operations) The company distributes products through dealers and direct sales, manufactures across 22 facilities, and relies on OEM chassis for a significant portion of material purchases - Distribution is handled through a direct sales force and a network of approximately **500 dealers**[64](index=64&type=chunk) R&D Expenses (Fiscal Years 2018-2020) | Fiscal Year | R&D Expense (in millions) | | :--- | :--- | | 2020 | $5.8 | | 2019 | $4.8 | | 2018 | $6.5 | - In fiscal 2020, the company purchased **$1.45 billion** in materials, with vehicle chassis from major OEMs accounting for **30%** of this total[80](index=80&type=chunk) - As of October 31, 2020, the company had approximately **7,060 employees**, with none currently represented by a labor union[91](index=91&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from COVID-19, supply chain, competition, debt, legal issues, and majority shareholder influence [Business and Operational Risks](index=20&type=section&id=Item%201A.%20Risk%20Factors%23Business%20and%20Operational%20Risks) Operational risks are significant, including COVID-19 impacts, supply chain dependencies, intense competition, and reliance on dealer performance - The COVID-19 pandemic has disrupted operations, supply chains, and customer demand, and its full impact remains uncertain The company suspended production at its RV facilities in March 2020, which restarted in May 2020[97](index=97&type=chunk)[99](index=99&type=chunk) - The business is highly dependent on the supply of vehicle chassis from major OEMs Disruptions, delays, or quality issues from these suppliers could materially harm **sales** and manufacturing processes[108](index=108&type=chunk)[109](index=109&type=chunk) - The company faces intense competition from both large, well-resourced companies and smaller, more flexible regional players, which could lead to price pressure or loss of customers[112](index=112&type=chunk) - The business relies on a network of independent dealers Disruption to this network, dealer consolidation, or lack of available financing for dealers could negatively affect **sales**[123](index=123&type=chunk)[125](index=125&type=chunk) [Financial and Strategic Risks](index=29&type=section&id=Item%201A.%20Risk%20Factors%23Financial%20and%20Strategic%20Risks) Financial and strategic risks include acquisition integration challenges, significant working capital needs, restrictive debt covenants, and potential goodwill impairment - Acquisitions are a key growth strategy but involve risks such as difficult integration, assumption of unanticipated liabilities, and potential failure to achieve expected financial benefits[157](index=157&type=chunk) - The company has significant working capital requirements and outstanding debt The ABL Facility and Term Loan Agreement mature on April 25, 2022, and contain restrictive covenants that could impair operational flexibility[161](index=161&type=chunk)[162](index=162&type=chunk)[165](index=165&type=chunk) - Contingent obligations, including repurchase agreements with lending institutions, expose the company to potential financial losses if it must repurchase vehicles[164](index=164&type=chunk) - A substantial amount of **goodwill** and other intangible assets on the balance sheet is subject to **impairment risk**, which could lead to significant write-downs and negatively affect operating results[168](index=168&type=chunk) [Legal, Regulatory, and Governance Risks](index=32&type=section&id=Item%201A.%20Risk%20Factors%23Legal%2C%20Regulatory%2C%20and%20Governance%20Risks) The company is exposed to legal and regulatory risks, including vehicle safety standards, product liability, environmental liabilities, and securities class actions, with its majority shareholder influencing governance - The company is subject to numerous regulations, including NTMVSA safety standards, and faces risks of costly vehicle recalls and product liability claims[172](index=172&type=chunk)[173](index=173&type=chunk) - The company may face significant costs related to environmental laws, including a potential liability from an EPA information request regarding the San Fernando Valley Area 2 Superfund Site[175](index=175&type=chunk)[176](index=176&type=chunk) - The company is a defendant in consolidated putative securities class actions and a related derivative action, which could result in significant legal costs and potential damages[191](index=191&type=chunk) - AIP owns **53.3%** of the company's common stock, giving it significant influence This qualifies the company as a "controlled company" under NYSE rules, exempting it from certain corporate governance requirements like having a majority-independent board[196](index=196&type=chunk)[200](index=200&type=chunk) [Properties](index=37&type=section&id=Item%202.%20Properties) The company operates a corporate office and **22 manufacturing facilities**, **9 RTCs**, and **4 aftermarket parts warehouses** Company Facilities Overview | Facility Type | Count | Total Square Feet (Approx.) | | :--- | :--- | :--- | | Manufacturing Facilities | 22 | 5,266,000 | | RTCs & Aftermarket Parts Warehouses | 13 | 546,500 | [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) REV Group is involved in legal proceedings, defending against consolidated securities class actions related to its 2017 IPO - The company is defending against consolidated federal and state putative securities class actions related to its January 2017 IPO and October 2017 secondary offering[207](index=207&type=chunk) - The lawsuits allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 A related derivative action is also pending[207](index=207&type=chunk)[208](index=208&type=chunk) - The company is unable to predict the outcome or potential loss from these lawsuits but intends to defend them vigorously[208](index=208&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) REV Group's common stock trades on NYSE; its **stock repurchase program** expired, and quarterly **dividends** were suspended - The company's **stock repurchase program** expired on September 4, 2020 No repurchases were made in fiscal year 2020 In fiscal year 2019, **717,597 shares** were repurchased for **$8.3 million**[215](index=215&type=chunk) - The company paid **cash dividends** of **$9.5 million** (**$0.10 per share**) in fiscal year 2020 However, it suspended its quarterly **dividend** beginning in the second quarter of fiscal year 2020[216](index=216&type=chunk) [Selected Financial Data](index=40&type=section&id=Item%206.%20Selected%20Financial%20Data) This section summarizes five years of historical financial data, including fiscal 2020 **net sales** and **net loss** figures Selected Financial Data (in millions, except per share data) | Fiscal Year Ended Oct 31 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net sales | $2,277.6 | $2,403.7 | $2,381.3 | | Gross profit | $228.1 | $251.8 | $278.0 | | Net (loss) income | $(30.5) | $(12.3) | $13.0 | | Diluted EPS | $(0.48) | $(0.20) | $0.20 | | Total assets (at year-end) | $1,312.3 | $1,347.1 | $1,408.1 | | Long-term debt (at year-end) | $340.5 | $376.6 | $420.6 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2020 **net sales** decreased **5.2%**, leading to a wider **net loss** and lower **Adjusted EBITDA**, offset by a **35%** **total backlog** increase [Results of Operations](index=44&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Results%20of%20Operations) For fiscal year 2020, consolidated **net sales** decreased **5.2%** to **$2.28 billion**, **gross profit** fell **9.4%**, and the company reported a **net loss** of **$30.5 million**, while **total backlog** increased **35.0%** Consolidated Results of Operations (FY2020 vs. FY2019) | Metric (in millions) | FY 2020 | FY 2019 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $2,277.6 | $2,403.7 | $(126.1) | -5.2% | | Gross Profit | $228.1 | $251.8 | $(23.7) | -9.4% | | Net (Loss) Income | $(30.5) | $(12.3) | $(18.2) | 148.0% | | Adjusted EBITDA | $67.5 | $102.1 | $(34.6) | -33.9% | - The decrease in FY2020 **net sales** was primarily due to the divestiture of two shuttle bus businesses and organic **sales** declines in all segments, partially offset by the acquisition of Spartan ER[246](index=246&type=chunk) Backlog by Segment (as of Oct 31, 2020 vs. Oct 31, 2019) | Segment (in millions) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Fire & Emergency | $965.8 | $832.7 | 16.0% | | Commercial | $273.8 | $317.3 | (13.7)% | | Recreation | $538.9 | $167.0 | 222.7% | | **Total Backlog** | **$1,778.5** | **$1,317.0** | **35.0%** | [Segment Performance](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Segment%20Performance) In fiscal 2020, Fire & Emergency **net sales** grew **17.0%** due to acquisition, while Commercial and Recreation segments experienced **net sales** and **Adjusted EBITDA** declines Fire & Emergency Segment Performance (FY2020) | Metric | Amount (in millions) | % Change YoY | | :--- | :--- | :--- | | Net Sales | $1,132.0 | 17.0% | | Adjusted EBITDA | $39.9 | -7.6% | Commercial Segment Performance (FY2020) | Metric | Amount (in millions) | % Change YoY | | :--- | :--- | :--- | | Net Sales | $484.8 | -32.7% | | Adjusted EBITDA | $34.5 | -38.4% | Recreation Segment Performance (FY2020) | Metric | Amount (in millions) | % Change YoY | | :--- | :--- | :--- | | Net Sales | $657.8 | -8.2% | | Adjusted EBITDA | $38.4 | -17.9% | [Liquidity and Capital Resources](index=51&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by cash from operations and credit facilities, with debt covenants amended for flexibility, and significant contractual obligations maturing in 2022 Cash Flow Summary (in millions) | Fiscal Year Ended Oct 31 | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $55.7 | $52.5 | | Net cash provided by investing activities | $1.7 | $0.2 | | Net cash used in financing activities | $(49.3) | $(61.3) | - The company amended its Term Loan agreement on April 29, 2020, to eliminate the maximum leverage ratio covenant and replace it with a fixed charge coverage ratio test through Q4 2020, enhancing financial flexibility[306](index=306&type=chunk) - As of October 31, 2020, availability under the April 2017 ABL Facility was **$283.4 million**[312](index=312&type=chunk) Contractual Obligations as of Oct 31, 2020 (in millions) | Obligation | Total | Due in 2021 | Due in 2022 | | :--- | :--- | :--- | :--- | | Debt | $343.9 | $1.7 | $342.2 | | Interest | $18.0 | $12.0 | $6.0 | | Operating leases | $28.0 | $9.4 | $7.6 | | Purchasing obligations | $53.5 | $20.0 | $9.5 | | **Total** | **$443.4** | **$43.1** | **$365.3** | [Critical Accounting Policies and Estimates](index=57&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant estimates for inventory valuation, **goodwill** and intangible asset impairment, and warranty reserves - Inventory is valued at the lower of cost (FIFO) or net realizable value, with reserves recorded based on forecasts, market conditions, and potential obsolescence[329](index=329&type=chunk) - **Goodwill** and indefinite-lived intangible assets are tested for **impairment** annually (or more frequently if needed) using qualitative assessments and quantitative valuation models (income and market approaches), which involve significant management assumptions[332](index=332&type=chunk)[333](index=333&type=chunk) - Warranty provisions are recorded based on management's best estimate of future costs, considering historical experience, number of units, and cost per claim[335](index=335&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces **market risks** from **interest rate** and **commodity price** fluctuations, mitigated by fixed-price vendor contracts - The company is exposed to **interest rate risk** from its floating-rate debt A **100-basis point** increase in floating rates would increase annualized **interest expense** by an estimated **$2.1 million**[339](index=339&type=chunk) - The company faces **commodity price risk** as a purchaser of aluminum, steel, and other materials It mitigates this risk by fixing prices through vendor contracts for up to **24 months**, but rarely uses financial hedging instruments[340](index=340&type=chunk) [Financial Statements and Supplementary Data](index=60&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements and the independent auditor's unqualified report [Financial Statements](index=62&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data%23Financial%20Statements) The consolidated financial statements present the company's financial position and performance, including **total assets** of **$1.31 billion** and a **net loss** of **$30.5 million** in fiscal 2020 Consolidated Balance Sheet Data (as of Oct 31, 2020) | Account (in millions) | Amount | | :--- | :--- | | Total Current Assets | $812.0 | | Total Assets | $1,312.3 | | Total Current Liabilities | $447.3 | | Total Liabilities | $840.0 | | Total Shareholders' Equity | $472.3 | Consolidated Statement of Operations Data (FY 2020) | Account (in millions) | Amount | | :--- | :--- | | Net Sales | $2,277.6 | | Gross Profit | $228.1 | | Operating Loss | $(17.9) | | Net Loss | $(30.5) | [Notes to Financial Statements](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data%23Notes%20to%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, acquisitions, divestitures, debt, and contingent liabilities, including the Spartan ER acquisition and shuttle bus divestiture - On February 1, 2020, the company acquired Spartan ER for net consideration of **$47.3 million**, resulting in a preliminary **gain on acquisition** of **$8.6 million**[415](index=415&type=chunk)[416](index=416&type=chunk) - In Q3 2020, the company sold its shuttle bus businesses, recognizing a **loss of $11.1 million** on the transaction[424](index=424&type=chunk) - In fiscal 2020, the company recorded **$9.9 million** in **restructuring charges** and **$12.1 million** in **impairment charges**, related to exiting its rental program, sunsetting certain brands, and other cost-reduction efforts[426](index=426&type=chunk) - As of October 31, 2020, the company had **outstanding obligations** of **$191.5 million** under vehicle repurchase agreements with lending institutions[479](index=479&type=chunk) [Controls and Procedures](index=90&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded **disclosure controls** and **internal control over financial reporting** were effective, with an unqualified auditor's opinion - Management concluded that the company's **disclosure controls and procedures** were effective as of October 31, 2020[499](index=499&type=chunk) - Management's assessment of **internal control over financial reporting** concluded that controls were effective as of October 31, 2020 This assessment excluded the newly acquired Spartan Emergency Response (Spartan ER) business[498](index=498&type=chunk)[502](index=502&type=chunk) - The independent registered public accounting firm issued an unqualified attestation report on the company's **internal control over financial reporting**[503](index=503&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=91&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's upcoming Proxy Statement[506](index=506&type=chunk) [Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive and director compensation is incorporated by reference from the company's definitive proxy statement - Information regarding executive compensation is incorporated by reference from the company's upcoming Proxy Statement[507](index=507&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=91&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the company's definitive proxy statement - Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the company's upcoming Proxy Statement[509](index=509&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's upcoming Proxy Statement[511](index=511&type=chunk) [Principal Accounting Fees and Services](index=91&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's definitive proxy statement - Information regarding principal accounting fees and services is incorporated by reference from the company's upcoming Proxy Statement[511](index=511&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=92&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K report, with all financial statement schedules omitted - This section lists all financial statements and exhibits filed with the Form 10-K All financial statement schedules have been omitted[514](index=514&type=chunk)

REV Group, Inc. (NYSE:REVG) Q3 2020 Earnings Conference Call September 9, 2020 10:00 AM ET Company Participants Drew Konop - VP of IR Rod Rushing - President & CEO Mark Skonieczny - CFO Conference Call Participants Courtney Yakavonis - Morgan Stanley Stephen Volkmann - Jefferies Mig Dobre - Robert W. Baird Jerry Revich - Goldman Sachs Andy Casey - Wells Fargo Securities Operator Greetings, and welcome to the REV Group Inc Third Quarter 2020 Earnings Conference Call. At this time, all participants are in a l ...

R E V G R O U P, I N C . Financial Report Fiscal Third Quarter 2020 N Y S E : R E V G September 9, 2020 Cautionary Statement & Non-GAAP Measures Disclaimers Note Regarding Non-GAAP Measures REV Group reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, management believes that the evaluation of REV Group's ongoing operating results may be enhanced by a presentation of Adjusted EBITDA and Adjusted Net Income, which are non-GAAP financial measures. ...