REV Group(REVG) - 2021 Q4 - Annual Report

Cautionary Statement About Forward-Looking Statements Forward-looking statements are inherently uncertain and actual results may differ materially due to various factors - Forward-looking statements are inherently uncertain and actual results may differ materially due to various factors[10] - Key risk factors include the impact of the COVID-19 pandemic, economic conditions, seasonal markets, supply chain disruptions (chassis, materials, labor), competition, technological innovations, and acquisition integration[11] Website and Social Media Disclosure The company uses its website and corporate Twitter for routine information distribution, but this information is not incorporated into the Annual Report on Form 10-K - The company uses its website (www.revgroup.com) and corporate Twitter (@revgroupinc) as routine channels for distributing company information, including news releases, analyst presentations, and supplemental financial information, to comply with SEC Regulation FD[13] - Information provided on the company's website, press releases, public conference calls, or social media channels is not incorporated into, or deemed to be a part of, the Annual Report on Form 10-K[14] PART I This section details the company's business operations, market presence, competitive strengths, growth strategies, and associated risk factors Item 1. Business REV Group, Inc. is a leading designer, manufacturer, and distributor of specialty vehicles and aftermarket parts across three segments: Fire & Emergency, Commercial, and Recreation. The company holds significant market share in its niche markets, focusing on customized solutions, operational improvements, and strategic acquisitions to drive growth - REV Group designs, manufactures, and distributes specialty vehicles and aftermarket parts, serving public services (ambulances, fire apparatus, buses), commercial infrastructure (terminal trucks, sweepers), and consumer leisure (RVs) primarily in the U.S. and Canada[18] - The company holds first, second, or third market share positions in most of its markets, with approximately 88% of FY2021 net sales coming from products where it holds such share positions[18] - REV Group's business model leverages its unique scale to drive profitable organic and acquisitive growth, focusing on manufacturing best practices, supply chain management, product innovation, and a network of 21 manufacturing facilities, 9 Regional Technical Centers, and 2 aftermarket parts warehouses[19][21] Our Products and Markets REV Group primarily sells new specialty vehicles and aftermarket parts, with sales driven by replacement of in-service vehicles, fleet expansions, and new product introductions. The company operates in Fire & Emergency, Commercial, and Recreation markets, with 94.3% of FY2021 net sales from the U.S - The company's primary business is new specialty vehicle sales and aftermarket parts, with most new vehicle sales replacing end-of-life vehicles[25] - In fiscal year 2021, 94.3% of net sales were from U.S. markets, with international sales (including Canada) amounting to $136 million, representing 5.7% of overall net sales[36] - The Fire & Emergency segment is the largest U.S. manufacturer of fire and emergency vehicles, offering a broad portfolio including fire apparatus (E-ONE, KME, Ferrara, Spartan ER) and ambulances (AEV, Horton, Leader, Road Rescue, Wheeled Coach)[26][215] Fire & Emergency Product Prices | Product | Price Range | | :--- | :--- | | Pumper trucks | $200,000 - $650,000 | | Aerial fire trucks | $500,000 - $1,400,000 | | Ambulances | $70,000 - $400,000 | - Demand for Fire & Emergency products is driven by fleet replacement (fire trucks 10-30 years, ambulances 5-7 years), growing aged and overall populations, new real estate developments, and municipal funding levels[37][38] - The Commercial segment produces Type A school buses (Collins Bus), transit buses (ENC), terminal trucks (Capacity), and sweepers (LayMor), serving municipal and industrial/commercial markets[29][216] Commercial Product Prices & Useful Lives | Product | Price Range | Useful Life | | :--- | :--- | :--- | | Type A school buses | $45,000 - $80,000 | 8-10 years | | Transit buses | $200,000 - $600,000 | 10-12 years | | Other specialty vehicles | $25,000 - $165,000 | 5-7 years | - Demand for Commercial products is influenced by urbanization, government transportation spending, replacement cycles, and growth in trade and infrastructure[39][40][41][42] - The Recreation segment manufactures Class A, B, C, and Super C motorized RVs, and towable travel trailers/truck campers under brands such as American Coach, Fleetwood RV, Holiday Rambler, Renegade RV, Midwest, and Lance[31][217] - RV sales prices vary from $30,000 to $575,000, with estimated useful lives of 8-15 years[45] - Demand for RVs is sensitive to consumer wealth, confidence, financing availability, disposable income, and lifestyle trends, with an aging 'baby boomer' population and growing interest from Generation X[44] Customers and End Markets REV Group serves diverse end markets including municipal (51% of FY2021 net sales), consumer (33%), private contractor (3%), and industrial/commercial (13%). The top 10 customers represent 23% of net sales, with no single customer exceeding 5% - The company's end markets include municipal, private contractor, consumer, and industrial/commercial, with an estimated combined annual addressable market size of approximately 82,000 vehicles[46] FY2021 Net Sales by End Market | End Market | % of Net Sales (FY2021) | | :--- | :--- | | Government | 51% | | Consumer | 33% | | Private Contractor | 3% | | Industrial/Commercial | 13% | - The top 10 customers combined accounted for approximately 23% of net sales for fiscal year 2021, with no single customer representing more than 5% of net sales[47] Our Strengths REV Group's competitive strengths include market leadership across all segments, a broad product portfolio with well-recognized brands, centralized sourcing for cost efficiency, presence in attractive and growing end markets, unique scale and business model, attractive financial characteristics, and proven ability to integrate acquisitions - REV Group is a market leader in each of its segments: the largest manufacturer by unit volume of fire and emergency vehicles in the U.S., the 1 producer of Type A school buses, and a top producer of Class A diesel and gas motorized RVs[50] - The company has an estimated installed base of approximately 209,000 vehicles with a replacement value of $39.3 billion, which drives replacement unit sales and aftermarket parts/service[51] - A centralized sourcing model leverages the company's scale to achieve competitive pricing and ensure availability of materials, integrating acquired companies to lower their costs[53] - The business model features a variable cost structure (approximately 82% of cost of goods sold is direct materials and labor), low capital expenditures, and strong revenue visibility in certain product categories with longer backlogs[56] - The company has a proven ability to integrate acquisitions, having completed 17 acquisitions in the past 15 years, leveraging its scale and network for synergistic growth[57] Our Growth Strategies The company plans to expand earnings and market share through initiatives such as driving margin expansion via operational improvements, developing innovative new customer offerings, enhancing its sales and distribution model, accelerating aftermarket growth, and pursuing value-enhancing acquisitions - Focuses on driving margin expansion through controllable operational initiatives, including reviewing the product portfolio, improving brand management, developing new products, and leveraging centralized procurement[23][59] - Seeks to expand its addressable market by developing innovative products and services with varied features and capabilities, leveraging existing procurement relationships and ease of manufacturability[60] - Intends to enhance its distribution network by selectively adding dealers in new territories, strengthening existing ones, expanding direct sales/service capabilities, and evaluating global expansion opportunities[61] - Accelerates aftermarket growth by leveraging its large installed vehicle base, e-commerce capabilities, and an invested service network infrastructure (Salesforce Service Cloud)[62] - Pursues value-enhancing acquisitions that complement existing market positions, facilitate entry into new product categories/markets, and provide strong synergies with the existing business[63] Our Equity Sponsor American Industrial Partners (AIP), an operations and engineering-focused private equity firm, is the Company's primary equity holder, indirectly owning approximately 42.7% of REV Group's voting equity as of October 31, 2021. AIP has significant influence over the company, including contractual rights to nominate a majority of directors and approve certain corporate actions - American Industrial Partners (AIP) indirectly owns approximately 42.7% of REV Group's voting equity as of October 31, 2021[64][191] - AIP has significant influence, including the contractual right to nominate a majority of directors and approve certain corporate actions such as voluntary dissolution, non-pro rata share capital reductions, major mergers/acquisitions, and significant asset sales[191] Distribution REV Group distributes products through a direct sales force and an independent dealer network of approximately 700 dealers, with most dealers having long-term relationships and selling multiple REV brands. The distribution strategy is optimized based on product line, customer base, and regulations, with ongoing efforts to expand into underserved areas and international markets - The company distributes products through a direct sales force and a well-established independent dealer network consisting of approximately 700 dealers[65] - Distribution strategy varies by product line and customer, with dealers often carrying multiple REV brands and benefiting from long-term customer relationships[66] - The Fire & Emergency segment utilizes 86 North American dealers and 30 international dealers, along with a direct sales force. The Commercial segment uses dealers and direct national accounts, while the Recreation segment sells through a national independent dealer network[68][70][71][72][73][74] Manufacturing and Service Capabilities REV Group operates 21 manufacturing facilities, 9 Regional Technical Centers (RTCs), and 2 aftermarket parts warehouses across the U.S., totaling 5.9 million square feet. The company leverages a centralized sourcing model, common engineering/manufacturing processes, and its proprietary REV Business System to drive efficiency and provide comprehensive aftermarket support - Operates 21 manufacturing facilities, 9 Regional Technical Centers (RTCs), and 2 aftermarket parts warehouses across the United States, with approximately 5.9 million square feet of manufacturing and service space[75] - Employs a manufacturing culture of continuous improvement through its proprietary REV Business System, sharing best practices in chassis production/preparation, product assembly, and body/apparatus design across segments[76] - RTCs support an installed base of approximately 209,000 vehicles by providing normal maintenance, damage repair, and rebuilding services, including manufacturer-certified repair and apparatus remounting processes[77] Engineering, Research and Development REV Group's R&D capabilities are crucial for competitiveness, focusing on new product development, enhancement, and customization to meet customer specifications and evolving industry standards across all segments. R&D costs are expensed as incurred - Engineering, research, and development (R&D) capabilities are essential for competitiveness, focusing on new product development, enhancement, and testing to improve existing products and develop new vehicles and components[78][79] R&D Costs (Fiscal Years) | Fiscal Year | R&D Costs (Millions USD) | | :--- | :--- | | 2021 | $4.4 | | 2020 | $5.8 | | 2019 | $4.8 | Suppliers and Materials In FY2021, REV Group purchased $1.58 billion in chassis, direct materials, and components, with vehicle chassis being the largest component (28%). The company relies on major automotive OEMs for chassis and other suppliers for various materials, utilizing a centralized sourcing model to manage costs and availability - In fiscal year 2021, the company purchased $1.58 billion of chassis, direct materials, and other components from outside suppliers, with vehicle chassis representing 28% of the total purchase amount[81] - Vehicle chassis are sourced from major automotive manufacturers (e.g., Ford, Freightliner, General Motors, Mercedes) under approved 'authorized converter' agreements, making consistent supply critical[81] - A centralized sourcing model is utilized to leverage scale for competitive pricing and ensure availability of materials such as steel, aluminum, plastics, engines, and drivetrain components[83][84] Intellectual Property REV Group owns a portfolio of intellectual property, including 53 patents, 12 pending patent applications, and 254 registered trademarks, with trade names being the most valuable component. The company actively manages its IP rights to maintain a competitive advantage - The company owns approximately 53 patents, 12 pending patent applications, and 254 registered trademarks in the United States, with trade names considered the most valuable component of its intellectual property[87] - Well-respected and widely recognized proprietary trade names include E-ONE, KME, Ferrara, Spartan, Wheeled Coach, Collins, Capacity, Fleetwood RV, Renegade, Midwest, and Lance[87] Environmental, Health and Safety Laws and Regulations The company's operations are subject to extensive federal, state, local, and foreign environmental, health, and safety laws and regulations. Compliance is a significant factor, and potential non-compliance or remediation liabilities (e.g., San Fernando Valley Superfund Site) could materially impact the business - Ongoing global operations are subject to a wide range of federal, state, local, and foreign environmental, health, and safety laws and regulations, requiring permits and approvals[89] - The company may be responsible for investigation, remediation, and monitoring costs, as well as third-party damages, relating to past or present releases of hazardous substances, with liability potentially imposed without regard to fault and on a joint and several basis[90] - The company received a request for information from the EPA regarding the San Fernando Valley Area 2 Superfund Site, where it could potentially be compelled to contribute to investigation and remediation costs[90] Competition REV Group operates in highly competitive markets, competing with both large diversified companies and smaller niche producers. The company competes on product quality, reliability, total cost of ownership, breadth of offerings, customization, and customer service, leveraging its scale as a competitive advantage - The company operates in highly competitive markets, competing with both divisions of large, diversified companies (e.g., Pierce Manufacturing, Thor Industries) and private and public companies[91][92] - Competition is based on product quality and reliability, total cost of ownership, breadth of product offerings, manufacturing capability and flexibility, client-specific customization, price, technical capability, product innovation, customer service, and delivery times[91] - The company's growing scope and scale across its three segments provide a competitive advantage against a large portion of its competition[91] Employees As of October 31, 2021, REV Group had approximately 6,800 employees, with about 80% in production roles. The company focuses on human capital management through training, engagement, diversity & inclusion, and health & safety initiatives - As of October 31, 2021, the company had approximately 6,800 employees, with approximately 80% working in production roles[93][94] - Employees are not currently represented by a labor union or collective bargaining agreement, and the company believes its relationship with employees is good[93][98] Human Capital Management REV Group's human capital strategy, overseen by the leadership team and CHRO, focuses on talent acquisition, development, and retention. Key areas include training, employee engagement (Roundtable discussions), diversity & inclusion (20% women, 33% ethnic/racial minorities), and health & safety, particularly in response to the COVID-19 pandemic - The human capital strategy focuses on talent acquisition, development, and retention, with annual strategic talent reviews and various training programs (technical, professional, and leadership)[94][98] - Employee engagement is fostered through structured, quarterly employee Roundtable discussions at all business units, with concerns documented and actions taken[98] - The workforce comprises 20% women (approximately 1,400) and 33% ethnic/racial minorities (approximately 1,800), with ongoing efforts to improve diversity, equity, and inclusion[98] - A Health and Safety Management System provides a consistent approach to workplace safety, guided by an executive committee, with focused actions taken to protect employees during the COVID-19 pandemic[96][98] Corporate Information REV Group, Inc. is a Delaware corporation with principal executive offices in Brookfield, Wisconsin. The company makes its SEC filings available on its website - REV Group, Inc. is a Delaware corporation with principal executive offices located at 245 South Executive Drive, Suite 100, Brookfield, Wisconsin 53005[2][97] - The company makes its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments available through its website (www.revgroup.com)[97](index=97&type=chunk) Item 1A. Risk Factors This section details significant risks that could materially and adversely affect REV Group's business, financial condition, and operating results. Key risks include the ongoing impact of the COVID-19 pandemic, economic downturns, supply chain disruptions, intense competition, commodity price volatility, IT system failures, reliance on dealers, and various legal and regulatory challenges - The COVID-19 pandemic has impacted and could continue to impact operations, including supply chain disruptions, changes in customer demand, and workforce illness, with uncertain long-term financial effects[99][100][101][105] - Economic factors such as employment levels, consumer confidence, interest rates, and municipal spending significantly affect demand for the company's discretionary products (RVs) and deferrable purchases (fire apparatus, buses)[108][109] - Disruptions in the supply of vehicle chassis and other critical components from third-party OEMs (e.g., due to chip shortages, production delays) could materially affect sales and manufacturing processes[111][112][113] - Intense competition from both smaller and larger companies, including those developing zero-emissions vehicles, could harm financial performance and growth prospects[115][117] - Increases in commodity prices (aluminum, steel, plastics) and tariffs could impact product costs and profitability, as the company generally cannot pass along these increased costs to customers[118][333] - Failure of IT systems or cybersecurity breaches could disrupt business operations, lead to data loss, and result in reputational, financial, and legal harm[119][122][123][143][146][147] - Reliance on independent dealer networks for product sales, including their access to financing, poses risks if relationships are disrupted or financing terms become unfavorable[124][126] - The company faces risks related to attracting and retaining qualified personnel, potential unionization, product defects, recall campaigns, increased warranty costs, and cancellations or delays in customer orders[128][130][131][133][134] - Operations are subject to extensive environmental, health, and safety laws, product compliance regulations (e.g., emissions standards), and various litigation risks, including product liability claims and securities class actions[170][173][176][179][187] - AIP, as the largest shareholder, has significant influence over the company's decisions, which may not always align with the interests of other equity investors[191][193] Item 1B. Unresolved Staff Comments This item states that there are no unresolved staff comments - There are no unresolved staff comments[194] Item 2. Properties REV Group maintains its corporate office in Brookfield, Wisconsin, and operates 21 manufacturing facilities, 9 Regional Technical Centers (RTCs), and 2 aftermarket parts warehouses across the U.S. The facilities are deemed suitable and adequately maintained for their purposes - The company's corporate office is located in Brookfield, Wisconsin[195] RTCs & Aftermarket Parts Warehouses (as of October 31, 2021) | Location | Approximate Square Feet | Segment | Owned or Leased | | :--- | :--- | :--- | :--- | | Ocala, Florida | 63,000 | Fire & Emergency | Owned | | Little Ferry, New Jersey | 22,000 | Fire & Emergency | Leased | | Fort Lauderdale, Florida | 15,000 | Fire & Emergency | Leased | | Riverside, California | 18,000 | Fire & Emergency | Leased | | San Francisco, California | 3,000 | Fire & Emergency | Leased | | Tallahassee, Florida | 3,000 | Fire & Emergency | Leased | | Pipersville, Pennsylvania | 12,500 | Fire & Emergency | Leased | | Decatur, Indiana | 85,000 | Recreation | Owned | | Coburg, Oregon | 36,000 | Recreation | Leased | | Jefferson, North Carolina | 92,000 | Aftermarket parts warehouse | Owned | | Decatur, Indiana | 90,000 | Aftermarket parts warehouse | Owned | | Total | 439,500 | | | Manufacturing Facility Locations (as of October 31, 2021) | Location | Approximate Square Feet | Brand(s) Produced | Owned or Leased | | :--- | :--- | :--- | :--- | | Ocala, Florida | 524,000 | E-ONE | Owned/Leased | | Hamburg, New York | 87,000 | E-ONE | Leased | | Nesquehoning, Pennsylvania | 629,000 | KME | Owned | | Roanoke, Virginia | 60,000 | KME | Owned | | Holden, Louisiana | 232,000 | Ferrara Fire Apparatus | Owned | | Charlotte, Michigan | 283,000 | Spartan Emergency Response | Owned | | Brandon, South Dakota | 88,000 | Spartan Emergency Response | Owned/Leased | | Ephrata, Pennsylvania | 60,000 | Ladder Tower | Owned/Leased | | Snyder, Nebraska | 400,000 | Smeal | Owned | | Winter Park, Florida | 223,000 | Wheeled Coach, Road Rescue | Owned | | Columbus, Ohio | 240,000 | Horton Emergency Vehicles | Owned/Leased | | South ElMonte, California | 34,000 | Leader Emergency Vehicles | Leased | | Jefferson, North Carolina | 257,000 | American Emergency Vehicles | Owned/Leased | | South Hutchinson, Kansas | 262,000 | Collins Bus | Owned | | Riverside, California | 227,000 | ENC | Owned | | Longview, Texas | 155,000 | Capacity of Texas and Lay-Mor | Owned | | Decatur, Indiana | 830,000 | Fleetwood RV, American Coach, Holiday Rambler | Owned | | Decatur, Indiana | 254,000 | Goldshield | Owned | | Elkhart, Indiana | 189,000 | Midwest Automotive Division | Owned/Leased | | Bristol, Indiana | 200,000 | Renegade RV | Leased | | Lancaster, California | 220,000 | Lance Camper / Avery Transportation | Leased | | Total | 5,454,000 | | | Item 3. Legal Proceedings The company is involved in various legal proceedings in the ordinary course of business, with ultimate liability not expected to be material. Notably, consolidated federal and state putative securities class actions and a related derivative action were pending, but settlements for both were preliminarily approved in 2021, with the securities class action settlement fully covered by insurers - The company is party to various legal proceedings arising out of the ordinary course of business, with management believing ultimate liability will not have a material adverse effect[197][201] - Consolidated federal and state putative securities class actions, and a related derivative action, were pending against the company and certain officers/directors, alleging violations of the Securities Act of 1933 and Securities Exchange Act of 1934[198][200] - A stipulation of settlement for the consolidated federal and state putative securities class actions was preliminarily approved on May 19, 2021, with the settlement payment fully covered by the company's insurers, and court approval granted on December 9, 2021[199] - A settlement in principle was reached for the consolidated derivative actions on February 17, 2021, with an agreement on plaintiffs' counsel's attorneys' fees on November 3, 2021, pending court approval[200] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable[202] PART II This section covers the company's market for common equity, financial performance analysis, liquidity, capital resources, and market risk disclosures Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities REV Group's common stock began trading on the NYSE on January 27, 2017, under "REVG." As of December 13, 2021, there were approximately 106 holders of record. The company authorized a new $150.0 million share repurchase program in September 2021, under which it repurchased $3.9 million in shares during FY2021. A quarterly cash dividend of $0.05 per share was reinstated in June 2021 - Shares of common stock began trading on the New York Stock Exchange on January 27, 2017, under the trading symbol "REVG"[205] - As of December 13, 2021, there were approximately 106 holders of record of the company's common stock[206] Common Stock Repurchases (Q4 Fiscal Year 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | October 1 - October 31 | 250,000 | $15.45 | 250,000 | $146.1 | | Total | 250,000 | | 250,000 | | - On September 2, 2021, the Board of Directors approved a new share repurchase program authorizing up to $150.0 million of outstanding common stock, effective immediately and expiring in 24 months[207] - On June 3, 2021, the Board of Directors reinstated a quarterly cash dividend of $0.05 per share of common stock, equating to an annualized rate of $0.20 per share[281] Item 6. Reserved This item is reserved and contains no information - This item is reserved[211] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of REV Group's financial performance, including net sales, gross profit, and net income, for fiscal years 2021, 2020, and 2019. It discusses factors affecting performance such as economic conditions, seasonality, acquisitions, and the impact of COVID-19, along with liquidity, capital resources, and critical accounting policies - REV Group is a leading designer, manufacturer, and distributor of specialty vehicles and aftermarket parts across Fire & Emergency, Commercial, and Recreation segments, holding top market share positions in most markets[214] Factors Affecting Our Performance Key factors influencing REV Group's performance include general economic conditions (consumer confidence, municipal spending), seasonality (Q1 typically slowest, Q4 strongest), and the impact of acquisitions and divestitures. The COVID-19 pandemic significantly disrupted supply chains and customer demand, particularly for RVs, but also led to increased backlog - Performance is impacted by U.S. economic conditions, including employment levels, consumer confidence, municipal spending, and interest rates, which affect demand for discretionary (RVs) and deferrable (fire apparatus, buses) purchases[218][219][220] - The business experiences seasonality, with the first fiscal quarter typically having the slowest sales volumes due to colder weather and school year timing, while the second, third, and fourth fiscal quarters are generally stronger[222] - Acquisitions (e.g., Spartan ER in FY2020) and divestitures (e.g., shuttle bus businesses in FY2020) significantly impact financial results, often involving upfront integration costs and subsequent benefits[223][224] - The COVID-19 pandemic caused supply chain disruptions, customer demand changes, and logistics challenges, but also led to a significant increase in Recreation vehicle demand and backlog levels by October 31, 2021[225][226][227] Results of Operations In fiscal year 2021, consolidated net sales increased by 4.5% to $2,380.8 million, and net income significantly improved to $44.4 million from a loss of $30.5 million in FY2020. This was driven by increased Recreation segment sales and the Spartan ER acquisition, alongside operational efficiencies, despite supply chain and labor constraints in Fire & Emergency and Commercial segments Consolidated Financial Highlights (FY2019-FY2021) | Metric (in millions USD, except per share) | FY2021 | FY2020 | FY2019 | | :--- | :--- | :--- | :--- | | Net sales | $2,380.8 | $2,277.6 | $2,403.7 | | Gross profit | $291.0 | $228.1 | $251.8 | | % of net sales | 12.2% | 10.0% | 10.5% | | Selling, general and administrative | $189.0 | $204.9 | $199.3 | | Restructuring | $2.5 | $9.9 | $5.7 | | Impairment charges | $1.5 | $12.1 | $8.9 | | Loss on early extinguishment of debt | $1.4 | — | — | | Loss on sale of business | $2.8 | $11.1 | — | | Loss on investment in China JV | $6.2 | — | — | | Loss (gain) on acquisition of business | $0.4 | $(8.6) | — | | Provision (benefit) for income taxes | $11.3 | $(15.6) | $(3.5) | | Net income (loss) | $44.4 | $(30.5) | $(12.3) | | Basic EPS | $0.70 | $(0.48) | $(0.20) | | Diluted EPS | $0.69 | $(0.48) | $(0.20) | | Dividends declared per common share | $0.10 | $0.10 | $0.20 | | Adjusted EBITDA | $141.5 | $67.5 | $102.1 | | Adjusted Net Income | $76.9 | $9.5 | $30.0 | - Consolidated net sales increased by $103.2 million (4.5%) in fiscal year 2021, primarily due to increased Recreation segment net sales and the acquisition of Spartan Emergency Response, partially offset by organic declines in the Fire & Emergency and Commercial segments[229][230] - Consolidated gross profit increased by $62.9 million (27.6%) in fiscal year 2021, primarily due to increased gross profit in the F&E and Recreation segments, partially offset by decreased gross profit in the Commercial segment[232] - Consolidated net income increased by $74.9 million in fiscal year 2021, moving from a net loss of $30.5 million in FY2020 to a net income of $44.4 million, driven by increased gross profit, lower restructuring charges, and reduced interest expense[250] Fire & Emergency Segment Performance | Metric (in millions USD) | FY2021 | FY2020 | FY2019 | | :--- | :--- | :--- | :--- | | Net sales | $1,135.1 | $1,132.0 | $967.9 | | Adjusted EBITDA | $57.7 | $39.9 | $43.2 | | Adjusted EBITDA % of net sales | 5.1% | 3.5% | 4.5% | - F&E segment net sales increased $3.1 million (0.3%) in FY2021, primarily due to the Spartan ER acquisition; however, organic net sales decreased by $46.4 million (5.0%) due to supply chain, chassis, and labor constraints[255] - F&E segment Adjusted EBITDA increased $17.8 million (44.6%) in FY2021, driven by increased efficiencies from productivity improvement initiatives and strong price realization[257] Commercial Segment Performance | Metric (in millions USD) | FY2021 | FY2020 | FY2019 | | :--- | :--- | :--- | :--- | | Net sales | $387.3 | $484.8 | $720.0 | | Adjusted EBITDA | $31.0 | $34.5 | $56.0 | | Adjusted EBITDA % of net sales | 8.0% | 7.1% | 7.8% | - Commercial segment net sales decreased $97.5 million (20.1%) in FY2021, primarily due to the divestiture of two shuttle bus businesses in FY2020. Excluding this, net sales decreased by $3.9 million (1.0%) due to lower school bus and municipal transit bus shipments[260] - Commercial segment Adjusted EBITDA decreased $3.5 million (10.1%) in FY2021, primarily due to lower production volumes and shipments of school buses and municipal transit buses, and inefficiencies from production suspensions[262] Recreation Segment Performance | Metric (in millions USD) | FY2021 | FY2020 | FY2019 | | :--- | :--- | :--- | :--- | | Net sales | $858.5 | $657.8 | $716.3 | | Adjusted EBITDA | $86.0 | $38.4 | $46.8 | | Adjusted EBITDA % of net sales | 10.0% | 5.8% | 6.5% | - Recreation segment net sales increased $200.7 million (30.5%) in FY2021, primarily due to increased wholesale shipments across all categories related to increased retail demand and improved pricing[264] - Recreation segment Adjusted EBITDA increased $47.6 million (124.0%) in FY2021, primarily due to increased production volumes and shipments, strong price realization, and lower discounts[265] Backlog Total backlog significantly increased by 75.9% to $3,127.8 million at the end of fiscal year 2021, up from $1,778.5 million in FY2020. This growth was observed across all three segments, driven by strong demand for fire apparatus, ambulance units, school buses, terminal trucks, street sweepers, and RVs Backlog by Segment (FY2020 vs. FY2021) | Segment | October 31, 2021 (Millions USD) | October 31, 2020 (Millions USD) | Increase (Millions USD) | Increase (%) | | :--- | :--- | :--- | :--- | :--- | | Fire & Emergency | $1,498.6 | $965.8 | $532.8 | 55.2% | | Commercial | $394.7 | $273.8 | $120.9 | 44.2% | | Recreation | $1,234.5 | $538.9 | $695.6 | 129.1% | | Total Backlog | $3,127.8 | $1,778.5 | $1,349.3 | 75.9% | - The increase in total backlog was due to strong demand and orders for fire apparatus and ambulance units in F&E, increased orders for Type A school buses, terminal trucks, and street sweepers in Commercial, and increased orders across all product categories in Recreation[269] - Each segment has a backlog of new vehicle orders generally extending from two to twenty-four months in duration[267] Liquidity and Capital Resources The company's liquidity and capital requirements are primarily for working capital, facility improvements, debt service, and general corporate needs, historically met by operating cash flows, cash, and credit facilities. In April 2021, the company refinanced its debt with a new $550.0 million 2021 ABL Facility, repaying previous loans and incurring $1.4 million loss on early extinguishment of debt - Primary requirements for liquidity and capital include working capital, improvement and expansion of manufacturing facilities, debt service payments, and general corporate needs, historically met through cash from operating activities, cash equivalents, and borrowings under credit facilities[270] Summary Cash Flows (Fiscal Years) | (in millions USD) | October 31, 2021 | October 31, 2020 | October 31, 2019 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $158.3 | $55.7 | $52.5 | | Net cash (used in) provided by investing activities | $(10.2) | $1.7 | $0.2 | | Net cash used in financing activities | $(146.2) | $(49.3) | $(61.3) | | Net increase (decrease) in cash and cash equivalents | $1.9 | $8.1 | $(8.6) | - Net cash provided by operating activities increased to $158.3 million in fiscal year 2021 from $55.7 million in fiscal year 2020, driven by increased net income and improved net working capital efficiency[274] - On April 13, 2021, the company entered into a new $550.0 million revolving credit agreement (2021 ABL Facility), refinancing its 2017 ABL Facility and Term Loan, repaying $303.4 million of existing principal and recognizing a $1.4 million loss on early extinguishment of debt[285] - As of October 31, 2021, the company had $215.0 million of principal outstanding under the 2021 ABL Facility (maturing April 13, 2026) at a weighted-average interest rate of 1.75%, with $290.0 million in availability[160][287][290] Contractual Obligations As of October 31, 2021, the company's total contractual commitments were $270.7 million, primarily consisting of debt obligations ($215.0 million due in 2026), interest payments, operating lease obligations, and purchasing obligations Contractual Commitments (as of October 31, 2021, in millions USD) | (in millions) | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Debt | $— | $— | $— | $— | $215.0 | $— | $215.0 | | Interest | $3.8 | $3.8 | $3.8 | $3.8 | $1.9 | $— | $17.1 | | Operating leases | $7.7 | $5.0 | $2.9 | $1.5 | $0.7 | $4.8 | $22.6 | | Purchasing obligations | $7.2 | $7.2 | $1.6 | $— | $— | $— | $16.0 | | Total commitments | $18.7 | $16.0 | $8.3 | $5.3 | $217.6 | $4.8 | $270.7 | Adjusted EBITDA and Adjusted Net Income Management uses Adjusted EBITDA and Adjusted Net Income as non-GAAP financial measures to assess performance, excluding non-recurring or non-operational items like depreciation, interest, taxes, restructuring, impairment, and stock-based compensation. These metrics are used for internal reporting, incentive compensation, and comparing operating fundamentals - Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures used by management and the Board of Directors for measuring and reporting financial performance and as a measurement in incentive compensation[303][304] - These measures exclude items such as non-cash depreciation and amortization, interest expense, loss on early extinguishment of debt, income taxes, stock-based compensation expense, and exceptional items not indicative of ongoing operating performance[305] Reconciliation of Net Income (Loss) to Adjusted EBITDA (Fiscal Years) | (in millions USD) | October 31, 2021 | October 31, 2020 | October 31, 2019 | | :--- | :--- | :--- | :--- | | Net income (loss) | $44.4 | $(30.5) | $(12.3) | | Depreciation and amortization | $32.0 | $40.2 | $45.4 | | Interest expense, net | $17.3 | $25.7 | $32.4 | | Loss on early extinguishment of debt | $1.4 | — | — | | Provision (benefit) for income taxes | $11.3 | $(15.6) | $(3.5) | | EBITDA | $106.4 | $19.8 | $62.0 | | Transaction expenses(a) | $3.2 | $3.3 | $1.0 | | Sponsor expense reimbursement(b) | $0.4 | $0.5 | $1.4 | | Restructuring (c) | $2.5 | $9.9 | $5.7 | | Restructuring related charges(d) | $0.3 | $10.5 | — | | Impairment charges(e) | $1.5 | $12.1 | $8.9 | | Stock-based compensation expense(f) | $7.8 | $7.8 | $7.2 | | Legal matters(g) | $4.0 | $1.8 | $7.7 | | Net loss on sale of business and assets(h) | $7.9 | $11.1 | — | | Loss (gain) on acquisition of business(i) | $0.4 | $(8.6) | — | | Other items (j) | $6.1 | — | — | | Losses (earnings) attributable to assets held for sale(k) | $1.0 | $(0.8) | $4.7 | | Deferred purchase price payment(l) | — | $0.1 | $3.5 | | Adjusted EBITDA | $141.5 | $67.5 | $102.1 | Reconciliation of Net Income (Loss) to Adjusted Net Income (Fiscal Years) | (in millions USD) | October 31, 2021 | October 31, 2020 | October 31, 2019 | | :--- | :--- | :--- | :--- | | Net income (loss) | $44.4 | $(30.5) | $(12.3) | | Amortization of intangible assets | $9.8 | $13.3 | $17.4 | | Transaction expenses(a) | $3.2 | $3.3 | $1.0 | | Sponsor expense reimbursement(b) | $0.4 | $0.5 | $1.4 | | Restructuring (c) | $2.5 | $9.9 | $5.7 | | Restructuring related charges(d) | $0.3 | $10.5 | — | | Impairment charges(e) | $1.5 | $12.1 | $8.9 | | Stock-based compensation expense(f) | $7.8 | $7.8 | $7.2 | | Legal matters(g) | $4.0 | $1.8 | $7.7 | | Net Loss on sale of business and assets(h) | $7.9 | $11.1 | — | | Loss (gain) on acquisition of business(i) | $0.4 | $(8.6) | — | | Other Items(j) | $6.1 | — | — | | Losses (earnings) attributable to assets held for sale(k) | $1.0 | $(0.8) | $4.7 | | Deferred purchase price payment(l) | — | $0.1 | $3.5 | | Loss on early extinguishment of debt(m) | $1.4 | — | — | | Impact of tax rate change(n) | $(4.2) | $(3.5) | — | | Income tax effect of adjustments(o) | $(9.6) | $(17.5) | $(15.2) | | Adjusted Net Income | $76.9 | $9.5 | $30.0 | Off-Balance Sheet Arrangements The company does not have any material off-balance sheet arrangements or relationships with unconsolidated entities for capital raising, debt, or operations - The company has not created, and is not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt, or operating its business that would have a material current or future effect on its financial condition[315] Critical Accounting Policies and Estimates This section outlines critical accounting policies and estimates, including inventories (lower of cost or net realizable value, FIFO method), goodwill and indefinite-lived intangible assets (annual impairment testing using income and market approaches), and warranty provisions (estimated based on historical experience) - Inventories are stated at the lower of aggregate cost or net realizable value, determined using the first-in, first-out (FIFO) method, with reserves recorded for obsolescence or excess quantities based on various factors including sales history and forecasts[318][381] - Goodwill and indefinite-lived intangible assets (tradenames) are reviewed for impairment at least annually, or more often if circumstances indicate, using qualitative and quantitative assessments, primarily the income approach (discounting future cash flows) and market approach[319][320][321][323][325][385] - Provisions for estimated warranty and other related costs are recorded in cost of sales and periodically adjusted, reflecting management's best estimate of expected future costs based on historical experience, unit numbers, and cost per claim[328][394] Item 7A. Quantitative and Qualitative Disclosures About Market Risk REV Group is exposed to market risks from fluctuations in interest rates and commodity prices. The company's floating-rate debt exposes it to interest rate risk, while purchases of raw materials like aluminum and steel expose it to commodity price risk, which it rarely hedges with financial instruments - The company is exposed to market risk based on fluctuations in market interest rates and certain commodity market prices for key raw material inputs[331] - Interest rate risk arises from $215.0 million of floating rate debt under the 2021 ABL Facility (average rate of 1.75% as of October 31, 2021); a 100-basis point increase would increase interest expense by $1.8 million annually[332] - Commodity price risk stems from significant purchases of aluminum, raw steel, and components containing various commodities; the company rarely uses commodity financial instruments to hedge and typically cannot pass increased costs due to economic fluctuations to customers[333] Item 8. Financial Statements and Supplementary Data This item includes the audited consolidated financial statements of REV Group, Inc. and its subsidiaries for the fiscal years ended October 31, 2021, 2020, and 2019, along with the Report of Independent Registered Public Accounting Firm, which expressed an unqualified opinion on the financial statements and the effectiveness of internal control over financial reporting. Critical audit matters related to goodwill and indefinite-lived intangible asset valuations are also discussed - The independent registered public accounting firm (RSM US LLP) issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of October 31, 2021[337][338][351] - Critical audit matters included the valuation of reporting units for goodwill impairment testing and the valuation of indefinite-lived intangible assets (trade names), due to significant management estimates and assumptions[343][344][345][347] Report of Independent Registered Public Accounting Firm The independent registered public accounting firm, RSM US LLP, issued an unqualified opinion on REV Group's consolidated financial statements and the effectiveness of its internal control over financial reporting as of October 31, 2021. Critical audit matters included the valuation of reporting units for goodwill impairment testing and indefinite-lived intangible assets, due to significant management estimates - RSM US LLP issued an unqualified opinion on the consolidated financial statements of REV Group, Inc. and its subsidiaries as of October 31, 2021 and 2020, and for the three years ended October 31, 2021[337] - The firm also expressed an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of October 31, 2021[338] - Critical audit matters included the valuation of reporting units for goodwill impairment testing and the valuation of indefinite-lived intangible assets (trade names), due to significant management estimates and assumptions (revenue growth rates, projected operating margins, discount rates, comparable market data, royalty rates)[343][344][345][347] Consolidated Balance Sheets The consolidated balance sheets show the financial position of REV Group, Inc. and its subsidiaries as of October 31, 2021, and 2020, detailing assets, liabilities, and shareholders' equity. Total assets decreased from $1,312.3 million in 2020 to $1,238.3 million in 2021, while total liabilities decreased from $840.0 million to $719.5 million, and total shareholders' equity increased from $472.3 million to $518.8 million Consolidated Balance Sheet Highlights (in millions USD) | Metric | October 31, 2021 | October 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $13.3 | $11.4 | | Accounts receivable, net | $213.3 | $229.3 | | Inventories, net | $481.7 | $537.2 | | Other current assets | $52.7 | $34.1 | | Total current assets | $761.0 | $812.0 | | Property, plant and equipment, net | $157.6 | $168.4 | | Goodwill | $157.3 | $157.3 | | Intangible assets, net | $126.3 | $136.1 | | Right of use assets | $19.1 | $23.2 | | Other long-term assets | $17.0 | $15.3 | | Total assets | $1,238.3 | $1,312.3 | | Current portion of long-term debt | $— | $1.7 | | Accounts payable | $116.2 | $169.5 | | Customer advances | $210.6 | $170.1 | | Accrued warranty | $22.3 | $24.1 | | Short-term lease obligations | $7.1 | $8.4 | | Other current liabilities | $80.8 | $73.5 | | Total current liabilities | $437.0 | $447.3 | | Long-term debt, less current maturities | $215.0 | $340.5 | | Deferred income taxes | $21.4 | $2.9 | | Long-term lease obligations | $12.8 | $16.9 | | Other long-term liabilities | $33.3 | $32.4 | | Total liabilities | $719.5 | $840.0 | | Common stock (shares issued and outstanding) | 64,584,291 | 63,403,326 | | Additional paid-in capital | $502.1 | $496.1 | | Retained earnings (deficit) | $16.7 | $(21.1) | | Accumulated other comprehensive loss | $(0.1) | $(2.8) | | Total shareholders' equity | $518.8 | $472.3 | | Total liabilities and shareholders' equity | $1,238.3 | $1,312.3 | - Total assets decreased by $74.0 million from $1,312.3 million in FY2020 to $1,238.3 million in FY2021, primarily due to decreases in inventories and accounts receivable[358] - Total liabilities decreased by $120.5 million from $840.0 million in FY2020 to $719.5 million in FY2021, largely due to a significant reduction in long-term debt and accounts payable[358] - Total shareholders' equity increased by $46.5 million from $472.3 million in FY2020 to $518.8 million in FY2021, driven by net income and additional paid-in capital[358] Consolidated Statements of Operations and Comprehensive Income (Loss) The consolidated statements of operations show a significant turnaround from a net loss of $30.5 million in FY2020 to a net income of $44.4 million in FY2021. Net sales increased by 4.5%, gross profit improved by 27.6%, and operating income recovered from a loss to a profit Consolidated Statements of Operations Highlights (in millions USD, except per share) | Metric | FY2021 | FY2020 | FY2019 | | :--- | :--- | :--- | :--- | | Net sales | $2,380.8 | $2,277.6 | $2,403.7 | | Cost of sales | $2,089.8 | $2,049.5 | $2,151.9 | | Gross profit | $291.0 | $228.1 | $251.8 | | Operating expenses | $207.2 | $246.0 | $235.9 | | Operating income (loss) | $83.8 | $(17.9) | $15.9 | | Interest expense, net | $17.3 | $25.7 | $32.5 | | Loss on early extinguishment of debt | $1.4 | — | — | | Loss on sale of business | $2.8 | $11.1 | — | | Loss on investment in China JV | $6.2 | — | — | | Loss (gain) on acquisition of business | $0.4 | $(8.6) | — | | Income (loss) before provision (benefit) for income taxes and non-controlling interest | $55.7 | $(46.1) | $(16.6) | | Provision (benefit) for income taxes | $11.3 | $(15.6) | $(3.5) | | Net income (loss) | $44.4 | $(30.5) | $(12.3) | | Basic EPS | $0.70 | $(0.48) | $(0.20) | | Diluted EPS | $0.69 | $(0.48) | $(0.20) | | Dividends declared per common share | $0.10 | $0.10 | $0.20 | - Net sales increased by $103.2 million (4.5%) in fiscal year 2021 compared to fiscal year 2020[360] - Gross profit increased by $62.9 million (27.6%) in fiscal year 2021, and gross profit margin improved from 10.0% in FY2020 to 12.2% in FY2021[360] - The company achieved a net income of $44.4 million in fiscal year 2021, a significant improvement from a net loss of $30.5 million in fiscal year 2020[360] Consolidated Statements of Cash Flows The consolidated statements of cash flows show that net cash provided by operating activities significantly increased to $158.3 million in FY2021 from $55.7 million in FY2020. Investing activities used $10.2 million, while financing activities used $146.2 million, primarily for debt repayment and share repurchases Consolidated Statements of Cash Flows Highlights (in millions USD) | Metric | FY2021 | FY2020 | FY2019 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $158.3 | $55.7 | $52.5 | | Net cash (used in) provided by investing activities | $(10.2) | $1.7 | $0.2 | | Net cash used in financing activities | $(146.2) | $(49.3) | $(61.3) | | Net increase (decrease) in cash and cash equivalents | $1.9 | $8.1 | $(8.6) | | Cash and cash equivalents, end of year | $13.3 | $11.4 | $3.3 | - Net cash provided by operating activities increased by $102.6 million in fiscal year 2021, primarily due to higher net income and improved net working capital efficiency[274][362] - Net cash used in investing activities was $10.2 million in fiscal year 2021, primarily due to increased purchases of property, plant, and equipment, partially offset by proceeds from asset sales[276][362] - Net cash used in financing activities increased to $146.2 million in fiscal year 2021, driven by net proceeds from the 2021 ABL Facility offset by repayment of the 2017 ABL Facility and Term Loan, payments for debt issuance costs, share repurchases, and dividend payments[278][362] Consolidated Statement of Shareholders' Equity The consolidated statement of shareholders' equity shows an increase in total shareholders' equity from $472.3 million in FY2020 to $518.8 million in FY2021. This was primarily driven by net income, stock-based compensation expense, and exercise of common stock options, partially offset by dividends declared and common stock repurchases Consolidated Shareholders' Equity Highlights (in millions USD, except shares) | Metric | October 31, 2021 | October 31, 2020 | October 31, 2019 | | :--- | :--- | :--- | :--- | | Common Stock ( Shares) | 64,584,291 | 63,403,326 | 62,217,486 | | Additional Paid-in Capital | $502.1 | $496.1 | $490.8 | | Retained Earnings (Deficit) | $16.7 | $(21.1) | $15.8 | | Accumulated Other Comprehensive Loss | $(0.1) | $(2.8) | $(1.7) | | Total Shareholders' Equity | $518.8 | $472.3 | $505.2 | - Total shareholders' equity increased by $46.5 million in fiscal year 2021, primarily due to net income of $44.4 million, stock-based compensation expense of $7.8 million, and $2.0 million from the exercise of common stock options[364] - Dividends declared on common stock totaled $6.6 million in fiscal year 2021, and the company repurchased $3.9 million of common stock[364] Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering the nature of operations, equity sponsor, related party transactions, basis of presentation, significant accounting policies (e.g., business combinations, cash, receivables, inventories, PPE, goodwill, revenue recognition, warranty, fair value, income taxes, stock-based compensation), recent accounting pronouncements, acquisitions, divestitures, restructuring, impairments, and other financial details - REV Group operates in Fire & Emergency, Commercial, and Recreation segments, with American Industrial Partners (AIP) as its primary equity holder, indirectly owning approximately 42.7% of voting equity as of October 31, 2021[366][367] - The company adopted ASU 2016-13 (Credit Losses) on November 1, 2020, with no material impact, and expects no material impact from ASU 2019-12 (Income Taxes) to be adopted on November 1, 2021[403][404] - On February 1, 2020, the company acquired Spartan Emergency Response for $47.3 million, which contributed $212.4 million in net sales and $10.0 million in operating income for fiscal year 2020[405][407][409] - In FY2021, the company sold REV Brazil for $4.0 million and made a strategic decision to exit its China JV, recording losses of $2.8 million and $6.2 million, respectively. In FY2020, it sold its shuttle bus businesses for $50.5 million, incurring an $11.1 million loss[413][415][416] - In September 2021, the company announced the closure of KME production facilities in Nesquehoning, PA, and Roanoke, VA, incurring $2.5 million in restructuring and $1.5 million in impairment charges, with an expected additional $7.0 to $10 million in restructuring costs[419][420] - Goodwill balance remained at $157.3 million in FY2021, with no impairments identified for goodwill or indefinite-lived trade names[326][327][424] - Total warranty liability increased slightly to $37.6 million in FY2021 from $37.0 million in FY2020, with warranty provisions of $31.1 million and settlements of $31.6 million[441] - Contingent liabilities as of October 31, 2021, included $13.9 million for chassis under converter pool agreements and a maximum of $185.8 million for repurchase agreements with lending institutions[471][472] - On December 9, 2021, the Board of Directors declared a quarterly cash dividend of $0.05 per share of common stock, payable on January 14, 2022[490] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure This item states that there have been no changes in or disagreements with accountants on accounting and financial disclosure - There have been no changes in or disagreements with accountants on accounting and financial disclosure[491] Item 9A. Controls and Procedures Management, with the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of October 31, 2021, concluding they were effective. The company also assessed and confirmed the effectiveness of its internal control over financial reporting based on the COSO framework. No material changes in internal control over financial reporting occurred in FY2021 - Management, with the participation of the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of October 31, 2021[492] - Management assessed and believes that the company's internal control over financial reporting is effective as of October 31, 2021, based on the criteria set forth in Internal Control — Integrated Framework (2013) issued by COSO[495] - No change in internal control over financial reporting occurred during fiscal year 2021 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting[496] Item 9B. Other Information This item states that there is no other information to report - No other information is reported under this item[497](index