Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March ~~8, 2021,~~7, 2022, the registrant had ~~64,519,781~~62,941,894 shares of common stock, $0.001 par value per share, outstanding.

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “aim” and other similar expressions, and include our segment net sales and other expectations described under “Overview” below, although not all forward-looking statements contain these identifying words. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements, including, but not limited to increases in interest rates, availability of credit, low consumer confidence, availability of labor, significant increases in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions, integration of operations relating to mergers and acquisitions activities and the overall impact of the novel coronavirus, known as "COVID-19", pandemic on the Company’s business, results of operations and financial condition. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission (“SEC”). We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this Form 10-Q or to reflect any changes in expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based, except as required by law.

We use our website (www.revgroup.com) and corporate Twitter account (@revgroupinc) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under SEC Regulation FD. Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

				(Audited)					(Audited)
	January 31, 2021			October 31, 2020			January 31, 2022		October 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	9.1		$	11.4		$	13.9	$	13.3
Accounts receivable, net		207.7			229.3			249.8		213.3
Inventories, net		533.2			537.2			527.6		481.7
Other current assets		17.6			34.1			25.6		52.7
Assets held for sale		9.7			—
Total current assets		777.3			812.0			816.9		761.0
Property, plant and equipment, net		155.9			168.4			154.9		157.6
Goodwill		157.3			157.3			157.3		157.3
Intangible assets, net		133.6			136.1			123.9		126.3
Right of use assets		19.6			23.2			22.4		19.1
Other long-term assets		15.4			15.3			16.9		17.0
Total assets	$	1,259.1		$	1,312.3		$	1,292.3	$	1,238.3
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	1.7		$	1.7
Accounts payable		128.7			169.5		$	137.1	$	116.2
Customer advances		167.6			170.1			252.7		210.6
Accrued warranty		22.3			24.1			21.7		22.3
Short-term lease obligations		7.6			8.4			7.9		7.1
Liabilities held for sale		9.3			—
Other current liabilities		65.9			73.5			66.0		80.8
Total current liabilities		403.1			447.3			485.4		437.0
Long-term debt, less current maturities		330.4			340.5
Long-term debt								256.0		215.0
Deferred income taxes		4.1			2.9			23.1		21.4
Long-term lease obligations		13.5			16.9			15.5		12.8
Other long-term liabilities		32.7			32.4			24.2		33.3
Total liabilities		783.8			840.0			804.2		719.5
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; NaN issued or outstanding)		—			—			—		—
Common stock ($.001 par value, 605,000,000 shares authorized; 64,479,781 and 63,403,326 shares issued and outstanding, respectively)		0.1			0.1
Common stock ($.001 par value, 605,000,000 shares authorized; 63,124,016 and 64,584,291 shares issued and outstanding, respectively)								0.1		0.1
Additional paid-in capital		499.1			496.1			475.3		502.1
Retained deficit		(21.1	)		(21.1	)
Retained earnings								12.7		16.7
Accumulated other comprehensive loss		(2.8	)		(2.8	)		—		(0.1	)
Total shareholders' equity		475.3			472.3			488.1		518.8
Total liabilities and shareholders' equity	$	1,259.1		$	1,312.3		$	1,292.3	$	1,238.3

Condensed Unaudited Consolidated Statements of Operations and Comprehensive ~~Income (Loss)~~Loss

	Three Months Ended January 31,					Three Months Ended January 31,
	2021		2020			2022			2021
Net sales	$	554.0	$	532.1		$	537.0		$	554.0
Cost of sales		492.3		484.7			481.2			492.3
Gross profit		61.7		47.4			55.8			61.7
Operating expenses:
Selling, general and administrative		47.1		46.3			47.6			47.1
Research and development costs		1.3		1.2			1.2			1.3
Amortization of intangible assets		2.6		4.0			2.4			2.6
Restructuring		1.0		0.6			3.7			1.0
Total operating expenses		52.0		52.1			54.9			52.0
Operating income (loss)		9.7		(4.7	)
Operating income							0.9			9.7
Interest expense, net		5.5		7.3			3.4			5.5
Loss on business held for sale		3.8		—			—			3.8
Loss on acquisition of business		0.4		—			—			0.4
Income (loss) before benefit for income taxes		—		(12.0	)
Loss before benefit for income taxes							(2.5	)		—
Benefit for income taxes		—		(2.6	)		(1.8	)		—
Net income (loss)	$	—	$	(9.4	)
Net loss						$	(0.7	)	$	—

Other comprehensive income (loss), net of tax		—		—
Comprehensive income (loss)	$	—	$	(9.4	)
Other comprehensive income, net of tax							0.1			—
Comprehensive loss						$	(0.6	)	$	—

Net income (loss) per common share:
Net loss per common share:
Basic	$	—	$	(0.15	)	$	(0.01	)	$	—
Diluted	$	—	$	(0.15	)	$	(0.01	)	$	—
Dividends declared per common share	$	—	$	0.05		$	0.05		$	—

	Three Months Ended January 31,						Three Months Ended January 31,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income (loss)	$	—		$	(9.4	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net loss							$	(0.7	)	$	—
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		8.6			10.8			9.6			8.6
Amortization of debt issuance costs		0.6			0.5			0.4			0.6
Stock-based compensation expense		1.9			2.6			2.3			1.9
Deferred income taxes		1.3			1.8			1.7			1.3
Gain on sale of assets		(1.5	)		(0.5	)		(0.1	)		(1.5	)
Loss on business held for sale		3.8			—			—			3.8
Loss on acquisition of business		0.4			—			—			0.4
Changes in operating assets and liabilities, net		(13.2	)		(19.1	)		(16.9	)		(13.2	)
Net cash provided by (used in) operating activities		1.9			(13.3	)
Net cash (used in) provided by operating activities								(3.7	)		1.9
Cash flows from investing activities:
Purchase of property, plant and equipment		(2.9	)		(3.2	)		(4.5	)		(2.9	)
Purchase of rental and used vehicles		—			(2.7	)
Proceeds from sale of assets		10.0			3.5			0.1			10.0
Proceeds from sale of business		—			1.1
Net cash provided by (used in) provided by investing activities		7.1			(1.3	)
Net cash (used in) provided by investing activities								(4.4	)		7.1
Cash flows from financing activities:
Net (repayments) proceeds from borrowings under ABL Facility		(10.0	)		82.0
Net proceeds (repayments) from borrowings on revolving credit facility								41.0			(10.0	)
Repayment of long-term debt		(0.4	)		—			—			(0.4	)
Payment of dividends		—			(3.1	)		(3.3	)		—
Repurchase and retirement of common stock								(24.4	)		—
Other financing activities		(0.9	)		(0.3	)		(4.6	)		(0.9	)
Net cash (used in) provided by financing activities		(11.3	)		78.6
Net (decrease) increase in cash and cash equivalents		(2.3	)		64.0
Net cash provided by (used in) financing activities								8.7			(11.3	)
Net increase (decrease) in cash and cash equivalents								0.6			(2.3	)
Cash and cash equivalents, beginning of period		11.4			3.3			13.3			11.4
Cash and cash equivalents, end of period	$	9.1		$	67.3		$	13.9		$	9.1

Supplemental disclosures of cash flow information:
Cash paid (received) for:
Interest							$	2.8		$	4.7
Income taxes, net of refunds							$	(16.3	)	$	(11.5	)

Common Stock

Additional Paid-in

Retained

Accumulated
Other
Comprehensive

Total
Shareholders'

Amount

# Shares

Capital

Deficit

Loss

Equity

Balance, October 31, 2020

$
0.1

63,403,326 Sh.

$
496.1

$
(21.1
)

$
(2.8
)

$
472.3

Net income (loss)

—

—

Stock-based compensation expense

1.9

1.9

Exercise of common stock options

—

6,000 Sh.

0.2

0.2

Vesting and issuance of restricted stock units and awards, net of forfeitures and employee tax withholdings

—

901,313 Sh.

(1.1
)

(1.1
)
Settlement of liability classified award

—

169,142 Sh.

2.0

2.0

Balance, January 31, 2021

$
0.1

64,479,781 Sh.

$
499.1

$
(21.1
)

$
(2.8
)

$
475.3

	Common Stock				Additional Paid-in		Retained			Non-controlling			Accumulated Other Comprehensive			Total Shareholders'			Common Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
	Amount		# Shares		Capital		Earnings			Interest			Loss			Equity			Amount		# Shares			Capital			Earnings			Loss			Equity
Balance, October 31, 2019	$	0.1		62,217,486 Sh.	$	490.8	$	15.8		$	0.2		$	(1.7	)	$	505.2
Balance, October 31, 2021																			$	0.1		64,584,291 Sh.		$	502.1		$	16.7		$	(0.1	)	$	518.8
Net loss								(9.4	)								(9.4	)										(0.7	)					(0.7	)
Sale of business											(0.2	)					(0.2	)
Stock-based compensation expense						2.6											2.6								2.3									2.3
Exercise of common stock options		—		102,000 Sh.		0.8											0.8			—		2,400 Sh.			—									-
Vesting of restricted and performance stock, net of employee tax withholdings		—		360,986 Sh.		—											—
Vesting of restricted and performance stock units, net of forfeitures and employee tax withholdings																				—		274,485 Sh.			(2.1	)								(2.1	)
Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards																						242,999 Sh.			(2.6	)								(2.6	)
Other comprehensive gain, net of tax																															0.1			0.1
Repurchase and retirement of common stock																				—		(1,980,159 Sh.	)		(24.4	)								(24.4	)
Dividends declared on common stock								(3.1	)								(3.1	)										(3.3	)					(3.3	)
Balance, January 31, 2020	$	0.1		62,680,472 Sh.	$	494.2	$	3.3		$	—		$	(1.7	)	$	495.9
Balance, January 31, 2022																			$	0.1		63,124,016 Sh.		$	475.3		$	12.7		$	—		$	488.1

																			Common Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
																			Amount		# Shares			Capital			Deficit			Loss			Equity
Balance, October 31, 2020																			$	0.1		63,403,326 Sh.		$	496.1		$	(21.1	)	$	(2.8	)	$	472.3
Net income (loss)																												—						—
Stock-based compensation expense																									1.9									1.9
Exercise of common stock options																				—		6,000 Sh.			0.2									0.2
Vesting and issuance of restricted stock units and awards, net of forfeitures and employee tax withholdings																				—		901,313 Sh.			(1.1	)								(1.1	)
Settlement of liability classified award																				—		169,142 Sh.			2.0									2.0
Balance, January 31, 2021																			$	0.1		64,479,781 Sh.		$	499.1		$	(21.1	)	$	(2.8	)	$	475.3

The unaudited Condensed Consolidated Financial Statements include the accounts of REV Group, Inc. (“REV” or “the Company”) and all its subsidiaries. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the year ended October 31, ~~2020.~~2021. The interim results are not necessarily indicative of results for the full year.

Equity Sponsor: The Company’s primary equity holders are funds and an investment vehicle associated with AIP CF IV, LLC, which the Company collectively refers to as “American Industrial Partners,” “AIP” or “Sponsor” and which indirectly own approximately ~~52.4%~~43.7% of REV Group’s voting equity as of January 31, ~~2021.~~2022. AIP is an operations and engineering-focused private equity firm headquartered in New York, New York.

Related Party Transactions: During the three months ended January 31, ~~2021 and January 31, 2020,~~2022, the Company reimbursed expenses of its primary equity holder inof $0.1 million. During the ~~amount~~three months ended January 31, 2021, the Company reimbursed expenses of its primary equity holder of $0.2 ~~million and $0.1 million, respectively.~~million. These expenses are included in selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive ~~Income (Loss).~~Loss.

Certain production facilities and offices of the Company’s subsidiaries are or were leased from certain members of management. Rent expense under these arrangements totaled $0.1 million and $0.5 million for the three months ended January 31, 2021, and January 31, 2020, respectively.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), “Simplifying the Accounting for Income Taxes”. The ~~following~~standard simplifies the accounting ~~pronouncement did not have~~for income taxes by removing certain exceptions to the general principles in ASC 740 such as recognizing deferred taxes for equity investments, the incremental approach to performing intra-period tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under U.S. GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a ~~material impact on~~consolidated group and requiring that an entity reflect the ~~Company’s consolidated financial statements:~~

Substantially all of the Company’s revenue is recognized from contracts with customers with product shipment destinations in the United States and Canada. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. The Company determines the transaction price for each contract at inception based on the consideration that it expects to receive for the goods and services promised under the contract. The transaction price excludes sales and usage-based taxes and certain “pass-through” amounts collected on behalf of third parties. The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.

The Company’s primary source of revenue is generated from the manufacture and sale of specialty vehicles through its direct sales force or dealer network. The Company also generates revenue through separate contracts that relate to the sale of aftermarket parts and services. Revenue is typically recognized at a point-in-time, when control is transferred, which generally occurs when the product has been shipped to the customer or when it has been picked-up from the Company’s manufacturing facilities. Shipping and handling costs that occur after the transfer of control are fulfillment costs that are recorded in “Cost of Sales” in the Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss when incurred or when the related product revenue is recognized, whichever is earlier. Periodically, certain customers request bill and hold transactions. In such cases, revenue is not recognized until

after control has transferred which is generally when the customer has requested such transaction and has been notified that the product (i) has been completed according to customer specifications, (ii) has passed our quality control inspections, and (iii) has been separated from our inventory and is ready for physical transfer to the customer. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract.

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, and payment is usually received shortly after billing. Payments for certain contracts are received in advance of satisfying the related performance obligations. Such payments are recorded as customer advances in the Company’s Condensed Unaudited Consolidated Balance ~~Sheets.~~Sheets when received. The corresponding performance obligations are generally satisfied within one year of the contract inception. During the three months ended January 31, ~~2021~~2022 and January 31, ~~2020,~~2021, the Company recognized ~~$51.4~~$31.1 million and ~~$54.4~~$51.4 million, respectively, of revenue that was included in the customer advance balances of ~~$170.1~~$210.6 million and ~~$129.9~~$170.1 million as of October 31, ~~2020~~2021 and October 31, ~~2019,~~2020, respectively. The Company’s payment terms do not include a significant financing component and the Company does not have significant contract assets.

During the three months ended January 31, ~~2021,~~2022 and January 31, ~~2020,~~2021, the Company recognized total operating lease costs of ~~$2.3~~$2.0 million and $2.3 million, respectively, and paid cash of ~~$2.4~~$2.3 million and ~~$2.2~~$2.4 million, respectively, for amounts included in the measurement of lease liabilities.

At January 31, ~~2021,~~2022, future minimum operating lease payments due under ASC 842 are summarized by fiscal year in the table below:

Remaining nine months of fiscal year 2021	$	6.9
2022		7.7
Remaining nine months of fiscal year 2022				$	6.9
2023		4.8			6.0
2024		2.8			3.8
2025		1.0			2.4
2026					1.3
Thereafter		2.4			6.7
Total undiscounted lease payments		25.6			27.1
Less: imputed interest		(2.5	)		(3.7	)
Total lease liabilities		23.1			23.4
Less: lease liabilities held for sale		(2.0	)
Total lease liabilities excluding held for sale	$	21.1

As of January 31, 2022, the weighted average remaining lease term and the weighted average discount rate for operating leases was 5.6 years and 5.1%, respectively.

As of January 31, 2021, the weighted average remaining lease term and the weighted average discount rate for operating leases was 4.4 years and 5.0%, respectively. ~~As of January 31, 2020, the weighted average remaining lease term and the weighted average discount rate for operating leases was 3.3 years and 5.1%, respectively.~~

On February 1, 2020, the Company acquired substantially all of the assets and liabilities of Spartan Emergency Response (“Spartan ER”), a leading designer, manufacturer and distributor of custom emergency response vehicles, cabs and chassis for the emergency response market, and its brands, from The Shyft Group (NASDAQ: SHYF). Spartan ER is reported as part of the Fire & Emergency segment. The acquisition increases the Company’s market share in several key product categories and provides access to several large new municipalities and regional markets. The initial purchase price for Spartan ER was $54.8 million. The initial purchase price was adjusted to $47.3 million in connection with the post close net working capital adjustments that were finalized in the fourth quarter of fiscal year 2020 and subsequent receipt of $7.5 million from the seller. The net cash consideration paid at closing was funded through the Company’s ABL credit facility.

During the first quarter of fiscal year 2021, the purchase price allocation was updated to reflect immaterial measurement period adjustments made to inventories and warranty, and certain other assets acquired and liabilities assumed. These updates resulted in a decrease to the cumulative gain on acquisition of $0.4 million, from $8.6 million to $8.2 million, which is included in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2021. The measurement period adjustments did not have a material impact on the Company’s results of operations during the three months ended January 31, 2021.

~~The following table summarizes the final fair values of the assets acquired and liabilities assumed for Spartan ER:~~

	January 31, 2021			October 31, 2020			January 31, 2022			October 31, 2021
Chassis	$	67.0		$	61.1		$	62.7		$	33.5
Raw materials		191.9			193.2
Raw materials & parts								206.8			188.0
Work in process		228.2			230.3			244.4			231.0
Finished products		63.6			72.4			23.5			39.4
		550.7			557.0			537.4			491.9
Less: reserves		(17.5	)		(19.8	)		(9.8	)		(10.2	)
Total inventories, net	$	533.2		$	537.2		$	527.6		$	481.7

	January 31, 2021			October 31, 2020			January 31, 2022			October 31, 2021
Land & land improvements	$	19.5		$	27.0		$	19.5		$	19.1
Buildings & improvements		103.9			103.9			109.0			107.5
Machinery & equipment		95.1			95.2			91.2			88.6
Rental & used vehicles		4.1			4.9			2.5			2.5
Computer hardware & software		51.0			47.5			59.1			58.9
Office furniture & fixtures		4.9			5.1			4.3			4.3
Construction in process		5.3			8.1			7.5			7.8
		283.8			291.7			293.1			288.7
Less: accumulated depreciation		(127.9	)		(123.3	)		(138.2	)		(131.1	)
Total property, plant and equipment, net	$	155.9		$	168.4		$	154.9		$	157.6

Depreciation expense was ~~$6.1~~$7.2 million and ~~$6.8~~$6.1 million for the three months ended January 31, ~~2021,~~2022, and January 31, ~~2020,~~2021, respectively.

	January 31, 2021		October 31, 2020		January 31, 2022		October 31, 2021
Fire & Emergency	$	88.6	$	88.6	$	88.6	$	88.6
Commercial		26.2		26.2		26.2		26.2
Recreation		42.5		42.5		42.5		42.5
Total goodwill	$	157.3	$	157.3	$	157.3	$	157.3

~~The~~There was 0 change in the net carrying value ~~amount~~ of goodwill ~~consisted of~~for the ~~following:~~three months ended January 31, 2022 and January 31, 2021.

January 31, 2021

Weighted-
Average Life

Gross

Accumulated
Amortization

Net

Finite-lived intangible assets:

Customer relationships

8.0

$
66.2

$
(40.1
)

$
26.1

Non-compete agreements

5.0

2.0

(1.9
)

0.1

68.2

(42.0
)

26.2

Indefinite-lived trade names

107.4

—

107.4

Total intangible assets, net

$
175.6

$
(42.0
)

$
133.6

	January 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8.0	$	58.4	$	(41.9	)	$	16.5
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	165.8	$	(41.9	)	$	123.9

	October 31, 2020									October 31, 2021
	Weighted- Average Life		Gross		Accumulated Amortization			Net		Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived intangible assets:
Customer relationships		8.0	$	66.2	$	(37.8	)	$	28.4		8.0	$	66.2	$	(47.3	)	$	18.9
Non-compete agreements		5.0		2.0		(1.7	)		0.3		5.0		2.0		(2.0	)		—
Trade names		7.0		1.3		(1.3	)		—
				69.5		(40.8	)		28.7				68.2		(49.3	)		18.9
Indefinite-lived trade names				107.4		—			107.4				107.4		—			107.4
Total intangible assets, net			$	176.9	$	(40.8	)	$	136.1			$	175.6	$	(49.3	)	$	126.3

Amortization expense was ~~$2.5~~$2.4 million and ~~$4.0~~$2.5 million for the three months ended January 31, ~~2021,~~2022, and January 31, ~~2020,~~2021, respectively. As of January 31, ~~2021,~~2022, fully amortized intangible assets and the related accumulated amortization related to ~~trade names~~Customer Relationships and Non-compete agreements were written off.

In the first quarter of fiscal year 2020, the Company completed the sale of REV Coach. The Company received cash proceeds of $1.1 million in the first quarter of fiscal year 2020, and the remaining $0.9 million in the second quarter of fiscal year 2020.

In the first quarter of fiscal year 2021, in connection with a strategic review of the product portfolio, the Company made the decision to divest of its REV Brazil business. The assets and liabilities to be disposed of in connection with this transaction met the held for sale criteria as of January 31, 2021. The carrying value of the net assets held for sale, inclusive of the cumulative translation adjustment balance attributable to this business, was greater than their fair value, less costs to sell, resulting in a loss of $3.8 million, which is included in the Condensed Unaudited Consolidated Statements of Operations and Comprehensive ~~Income (Loss)~~Loss for the three months ended January 31, 2021. The REV Brazil business is reported as part of the Fire & Emergency segment.

AsThe Company previously made an initial investment in its China joint venture, Anhui Chery REV Specialty Vehicle Technology Co., Ltd (“China JV”), in exchange for 10% equity interest in its China JV. The Company recorded this investment under the equity method of ~~January 31,~~accounting. The Company’s investment in the China JV also includes an interest-bearing loan.

During the fourth quarter of fiscal year 2021, ~~assets~~the Company made the strategic decision to exit its interests in the China JV and ~~liabilities held for sale consisted~~began soliciting offers to sell the investment and settle the loan. In connection with this decision, the Company recorded a loss of $6.2 million, which represents the difference between the carrying value of the ~~following balances~~investment and loan and the estimated proceeds to be received upon sale and settlement, respectively. This amount was recorded as a non-operating loss within our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2021. The Company expects to complete the sale of the investment during the second quarter of fiscal year 2022.

In September 2021, the Company announced that it would close its Kovatch Mobile Equipment (“KME”) production facilities located in Nesquehoning, PA and Roanoke, VA and relocate the production to other existing Fire and Emergency (“F&E”) segment facilities within the U.S. The production facilities are being closed to better align our manufacturing footprint, to access our broad operational expertise and resources, enhance quality and improve delivery times by leveraging the advanced manufacturing capabilities that we have throughout the F&E segment. The Company plans to fully shift operations within fiscal year 2022. In the first quarter of fiscal year 2022, the Company recorded restructuring charges of $3.7 million. In the first quarter of fiscal year 2022, the Company incurred additional charges of $2.1 million related to this restructuring action consisting of $1.4 million of accelerated depreciation and $0.7 million of other restructuring related charges.

The Company expects to incur additional restructuring costs between $2.0 to $5.0 million and restructuring related and other charges of $2.0 and $3.0 million related to this activity.

Changes in the Company’s restructuring reserves related to the sale of REV Brazil: Property, plant and equipment, net—$0.9 million, Inventories, net—$1.8 million, Accounts receivable, net—$5.6 million, Other current and long-term assets—$1.4 million, Accounts payable—$4.8 million and Other current and long-term liabilities—$4.5 million.initiatives announced during fiscal year 2021 were as follows:

On ~~January 31, 2020,~~April 13, 2021, the Company entered into a ~~Second Amended and Restated~~$550.0 million revolving credit ~~and guaranty~~ agreement (the ~~“ABL~~“2021 ABL Facility” or ~~“ABL~~“2021 ABL Agreement”) with a syndicate of lenders. The 2021 ABL Facility ~~consists of: (i) Revolving Loans, (ii) Swing Line Loans,~~provides for revolving loans and ~~(iii) Letters~~letters of ~~Credit, aggregating~~credit in an aggregate amount of up to ~~a combined maximum of $500.0~~$550.0 million. The total ~~amount borrowed under the ABL Facility~~credit facility is subject to a $30.0 million sublimit for ~~Swing Line~~swing line loans and a $35.0 million sublimit for ~~Letters~~letters of ~~Credit,~~credit (plus up to an additional $20.0 million of letters of credit at issuing bank’s discretion), along with certain borrowing base and other customary restrictions as defined in the 2021 ABL Agreement. The 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. The debt issuance costs capitalized in connection with the ~~initial agreement and subsequent amendments~~2021 ABL Facility less accumulated amortization are included in other long-term assets in the Company’s Condensed Unaudited Consolidated Balance Sheets.

The 2021 ABL Facility matures on April ~~25, 2022.~~13, 2026. The Company may prepay principal, in whole or in part, at any time without penalty.

All revolving loans under the 2021 ABL Facility bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a Eurodollar rate plus an applicable margin. Applicable interest rate margins are initially 0.75% for all base rate loans and 1.75% for all Eurodollar rate loans (with the Eurodollar rate having a floor of 0%0.25%), subject to adjustment based on ~~utilization~~the Company’s fixed charge coverage ratio in accordance with the 2021 ABL Agreement. ~~The weighted-average interest rate on borrowings outstanding under the ABL Facility was 1.91% as of January 31, 2021.~~ Interest is payable quarterly for all base rate loans and is payable ~~monthly~~the last day of any interest period or ~~quarterly~~every three months for all Eurodollar rate loans.The weighted-average interest rate on borrowings outstanding under the 2021 ABL Facility was 1.81% as of January 31, 2022.

The lenders under the 2021 ABL Facility have a first priority security interest in substantially all ~~accounts receivable~~personal property assets and ~~inventory of the Company, and a second priority security interest in substantially all other~~certain real property assets of the Company. The 2021 ABL Facility’s borrowing base is comprised of eligible receivables and eligible inventory, plus a fixed asset sublimit of certain eligible real property and eligible equipment, which fixed asset sublimit reduces by quarterly amortization as specified in the 2021 ABL Agreement.

The 2021 ABL ~~Facility~~Agreement contains customary representations and warranties, affirmative and negative covenants, subject in certain cases to customary limitations, exceptions and exclusions. The 2021 ABL ~~Facility~~Agreement also contains certain customary events of default. The occurrence of an event of default ~~which should such events occur,~~under the 2021 ABL Agreement could result in the termination of the commitments under the 2021 ABL Facility and the acceleration of all outstanding borrowings under it. The 2021 ABL ~~Facility contains a financial covenant restricting~~Agreement requires the Company ~~from allowing its~~to maintain a minimum fixed charge coverage ratio ~~to drop below 1.00~~of 1.10 to 1.00 during acertain compliance ~~period, which is triggered when the availability under the ABL Facility falls below a threshold set forth~~periods as specified in the ~~credit agreement.~~2021 ABL Agreement.

The Company was in compliance with all financial covenants under the 2021 ABL ~~Facility~~Agreement as of January 31, ~~2021.~~2022. As of January 31, ~~2021,~~2022, the Company’s availability under the 2021 ABL Facility was ~~$230.0~~$258.3 million.

The fair value of the 2021 ABL Facility approximated book value ~~at both~~on January 31, ~~2021~~2022 and October 31, ~~2020.~~

On April 29, 2020, the Company entered into a Fifth Amended and Restated $175.0 million term loan agreement (“Term Loan” and “Term Loan Agreement”), as Borrower with certain subsidiaries of the Company, acting as guarantors of debt. Principal may be prepaid at any time during the term of the Term Loan without penalty.

~~The Term Loan agreement requires quarterly payments of 0.25% of the original principal balance, with remaining principal payable at maturity, April 25, 2022.~~

~~The lenders under the Term Loan have a second priority security interest in substantially all accounts receivable and inventory of the Company.~~

Applicable interest rate margins for the Term Loan are 3.25% for base rate loans and 4.25% for Eurodollar rate loans (with the Eurodollar rate having a floor of 1.00%). Interest is payable quarterly for all base rate loans and is payable monthly or quarterly for all Eurodollar rate loans. The weighted-average interest rate on borrowings outstanding under the Term Loan was 5.25% as of January 31, 2021.

The Term Loan Agreement contains customary representations and warranties, affirmative and negative covenants, in each case, subject to customary limitations, exceptions and exclusions. The Term Loan Agreement also contains certain customary events of default. The Term Loan Agreement contains a financial covenant restricting the Company from allowing its maximum leverage ratio to be above 5.25 to 1.00. This ratio will decline by 25 basis points each subsequent quarter, to a final level of 4.25 to 1.00 in first quarter of fiscal 2022.

~~The Company was in compliance with all financial covenants under the Term Loan as of January 31, 2021.~~

~~The fair value of the Term Loan approximated book value at both January 31, 2021 and October 31, 2020.~~

The Company’s products generally carry explicit warranties that extend from several months to several years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include warranties from original equipment manufacturers (“OEM”). These OEM warranties are passed on to the end customer of the Company’s products, and the customer deals directly with the applicable OEM for any issues encountered on those components.

	Three Months Ended January 31,						Three Months Ended January 31,
	2021			2020			2022			2021
Balance at beginning of period	$	37.0		$	22.6		$	37.6		$	37.0
Warranty provisions		8.3			5.6			5.5			8.3
Settlements made		(8.6	)		(7.6	)		(6.6	)		(8.6	)
Warranties for prior year acquisition		1.2			—			—			1.2
Balance at end of period	$	37.9		$	20.6		$	36.5		$	37.9

Accrued warranty is classified in the Company’s ~~Condensed Unaudited Consolidated Balance Sheets~~consolidated balance sheets as follows:

	January 31, 2021		October 31, 2020		January 31, 2022		October 31, 2021
Current liabilities	$	22.3	$	24.1	$	21.7	$	22.3
Other long-term liabilities		15.6		12.9		14.8		15.3
Total warranty liability	$	37.9	$	37.0	$	36.5	$	37.6

Basic earnings per common share (“EPS”) is computed by dividing net ~~income (loss)~~loss by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income, ~~(loss)~~if applicable, by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of the dilutive effect of outstanding stock options, performance stock units and restricted stock ~~units.~~units and awards. The ~~table below reconciles~~reconciliation of basic weighted-average ~~common~~ shares outstanding to diluted weighted-average shares outstanding ~~for the three months ended January 31, 2021 and January 31, 2020:~~was as follows:

	Three Months Ended January 31,				Three Months Ended January 31,
	2021		2020		2022		2021
Basic weighted-average common shares outstanding		63,445,973		62,783,080		62,803,784		63,445,973
Dilutive stock options		0		0		0		0
Dilutive restricted stock awards		0		0		0		0
Dilutive restricted stock units		0		0		0		0
Dilutive performance stock units		0		0		0		0
Diluted weighted-average common shares outstanding		63,445,973		62,783,080		62,803,784		63,445,973

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding ~~assuming dilution due to the anti-dilutive effect of the common stock equivalents for the three months ended January 31, 2021 and January 31, 2020:~~ because they would have been anti-dilutive:

	Three Months Ended January 31,				Three Months Ended January 31,
	2021		2020		2022		2021
Anti-dilutive stock options		266,800		779,600		48,500		266,800
Anti-dilutive restricted stock awards		1,117,553		0		1,195,144		1,117,553
Anti-dilutive restricted stock units		791,857		2,447,696		789,952		791,857
Anti-dilutive performance stock units		763,326		0		0		763,326
Anti-dilutive common stock equivalents		2,939,536		3,227,296		2,033,596		2,939,536

For interim financial reporting, the Company estimates its annual effective tax rate based on the projected income for its entire fiscal year and records a provision ~~(benefit)~~or benefit for income taxes on a quarterly basis based on the estimated annual effective income tax rate, adjusted for any discrete tax items.

The Company recorded an income tax ~~expense~~benefit of $1.8 million for the three months ended January 31, 2022, or 71.9% of pre-tax loss, compared to $0.0 million, for the three months ended January 31, ~~2021, compared to $2.6 million of benefit, or 22.0% of pre-tax loss, for the three months ended January 31, 2020.~~2021. Results for the three months ended January 31, ~~2020~~2022 were ~~unfavorably~~favorably impacted by ~~$0.2~~$1.2 million of net discrete tax ~~expenses~~benefits primarily related to stock-based compensation tax ~~deductions~~.deductions.

The Company periodically evaluates its valuation allowance requirements as facts and circumstances change and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s effective income tax rate.

The Company’s liability for unrecognized tax benefits, including interest and penalties, was ~~$3.1~~$4.1 million as of January 31, ~~2021~~2022 and ~~$3.1~~$4.0 million as of October 31, ~~2020.~~2021. The unrecognized tax benefits are presented in other long-term liabilities in the Company’s Condensed Unaudited Consolidated Balance Sheets ~~for~~as of January 31, 2022 and the ~~period ended January~~Consolidated Balance Sheets as of October 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in its Condensed Unaudited Consolidated ~~Statements~~Statement of Operations and Comprehensive ~~Income (Loss).~~Loss.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of January 31, ~~2021,~~2022, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and income tax liabilities and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments related to income tax examinations.

Personal Injury Actions and Other: Product and general liability claims arise against the Company from time to time in the ordinary course of business. These claims are generally covered by third-party ~~insurance. There~~insurance, which for some insurance policies is ~~inherent uncertainty as~~subject to a retention for which the ~~eventual resolution of unsettled claims.~~Company is responsible. Management, however, believes that any losses will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Market Risks: The Company is contingently liable under bid, performance and specialty bonds and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:

	January 31, 2021		October 31, 2020		January 31, 2022		October 31, 2021
Performance, bid and specialty bonds	$	382.9	$	328.6	$	473.3	$	480.0
Open standby letters of credit		21.3		11.0		13.4		23.6
Total	$	404.2	$	339.6	$	486.7	$	503.6

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company ~~and, accordingly,~~upon delivery. Accordingly, the chassis are ~~treated as consigned inventory of~~not owned by the ~~automobile manufacturer.~~Company when delivered, therefore, are excluded from the Company’s inventory. Upon being put into production, the Company owns the inventory and becomes obligated to pay the manufacturer for the chassis. Chassis are typically ~~converted and delivered to customers~~placed into production within 90 to 120 days of ~~receipt.~~delivery to the Company. If the chassis are not ~~converted~~placed into production within this timeframe, ~~of delivery,~~ the Company generally purchases the chassis and records inventory, or the Company is obligated to begin paying an interest charge on this inventory until purchased. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the value of the vehicle chassis that would be resold to mitigate any losses. The Company’s contingent liability under such agreements was ~~$32.7~~$7.6 million and ~~$40.4~~$13.9 million as of January 31, ~~2021~~2022 and October 31, ~~2020,~~2021, respectively.

Repurchase Commitments: The Company has repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years. The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company’s ~~outstanding obligations~~maximum contingent liability under such agreements were ~~$197.0~~$195.9 million and ~~$191.5~~$185.8 million as of January 31, ~~2021,~~2022, and October 31, ~~2020, respectively. This value~~2021, respectively, which represents the gross value of all vehicles under repurchase ~~agreements and does not take into consideration proceeds that would be received upon resale of repossessed vehicles, which would be used to reduce the Company’s ultimate net liability.~~agreements. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the ~~potential loss on the~~ resale value of the ~~inventory~~units which is required to be repurchased. Losses incurred under such arrangements have not been significant and the Company expects this pattern to continue. The reserve for losses included in other liabilities on contracts outstanding at January 31, ~~2021~~2022 and October 31, ~~2020~~2021 is immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guarantees indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was ~~$19.3~~$13.3 million and ~~$21.1~~$14.8 million at January 31, ~~2021~~2022 and October 31, ~~2020,~~2021, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. ~~If the financial condition of the customers and dealers were to deteriorate and result in their inability to make payments, then additional accruals may be required.~~ While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations.

~~In the event that third parties are unable to meet obligations under these agreements,~~ Additionally, the Company cannot guarantee that the collateral underlying the agreements will be available or sufficient to avoid losses materially in excess of the ~~amounts~~amount reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, primarily financed vehicles, and are generally subject to the finance company’s ability to provide the Company clear title to foreclosed equipment and other conditions. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Other Matters: The Company is, from time to time, party to various legal proceedings arising out of ordinary course of business. The amount of alleged liability, if any, from these proceedings cannot be determined with certainty; however, the Company believes that its ultimate liability, if any, arising from pending legal proceedings, as well as from asserted legal claims and known potential legal

claims, which are probable of assertion, taking into account established accruals for estimated liabilities, should not be material to the business, financial condition or results of operations.

A consolidated federal putative securities class action and a consolidated state putative securities class action ~~are~~that had been pending against the Company and certain of its officers and ~~directors.~~directors have each been settled. These actions collectively ~~purport~~purported to assert claims on behalf of putative classes of purchasers of the Company’s common stock in or traceable to its January 2017 IPO, purchasers in its secondary offering of common stock in October 2017, and purchasers from October 10, 2017 through June 7, 2018. The state action also ~~names~~named certain of the underwriters for the Company’s IPO or secondary offering as defendants. The federal and state courts

each consolidated multiple separate actions pending before them, the first of which was filed on June 8, 2018. The actions ~~have~~ alleged certain violations of the Securities Act of 1933 and, for the federal action, the Securities Exchange Act of 1934. ~~The consolidated state action is currently stayed in favor of the consolidated federal action.~~

Collectively, the actions ~~seek~~sought certification of the putative classes asserted and compensatory damages and attorneys’ fees and costs. The ~~underwriter defendants have notified~~consolidated state action was stayed in favor of the ~~Company of their intent to seek indemnification from~~consolidated federal action. On May 19, 2021, the ~~Company pursuant~~parties to the ~~IPO underwriting agreement regarding~~consolidated federal and state putative securities class actions executed a stipulation of settlement for a class settlement with the ~~claims asserted with respect~~court and moved for preliminary approval of the settlement. The settlement payment is being fully covered by the Company’s insurers. The settlement payment and the related insurance proceeds were recorded in other current liabilities and other current assets, respectively, in the Company’s Consolidated Balance Sheets as of October 31, 2021. On August 24, 2021, the court preliminarily approved the settlement. Notice was then given to the ~~IPO,~~classes certified for settlement, and the ~~Company expects~~court entered a final judgment approving the ~~underwriters to do~~settlement on December 9, 2021. During the ~~same~~first quarter of fiscal year 2022, the Company’s insurers made the final settlement payment. As of January 31, 2022, there are no further amounts recorded in ~~regard to~~ the ~~claims asserted with respect to the October 2017 offering.~~ Condensed Unaudited Consolidated Balance Sheets.

Two purported derivative actions, which have since been consolidated, were also filed ~~in federal court in Delaware~~ in 2019 against the Company’s directors (with the Company as a nominal defendant), premised on allegations similar to those asserted in the consolidated federal securities litigation. The ~~Company~~parties to the consolidated derivative actions reached a settlement in principle on all issues other than plaintiffs’ counsel’s attorneys’ fees on or about February 17, 2021, and an agreement with respect to plaintiffs’ counsel’s attorneys’ fees on or about November 3, 2021. The plaintiffs filed a stipulation of settlement for the ~~other defendants intend to defend these lawsuits vigorously. Additional lawsuits may be filed~~derivative actions with the court and ~~at this time, the Company is unable to predict the outcome~~moved for preliminary approval of the ~~lawsuits, the possible loss or range of loss, if any, associated with the resolution of the lawsuits, or any potential effect that it may have~~settlement on ~~the Company or its operations.~~January 14, 2022.

The Company is organized into 3 reportable segments based on management’s process for making operating decisions, allocating capital and measuring performance, and based on the similarity of products, customers served, common use of facilities, and economic characteristics. The Company’s segments are as follows:

Fire & Emergency: This segment includes Emergency One (“E-ONE”), KME, ~~E-One,~~ Ferrara, and Spartan ~~ER,~~Emergency Response (“Spartan ER”), American Emergency Vehicles, Leader Emergency Vehicles, Horton Emergency Vehicles ~~REV Ambulance Orlando~~ and REV ~~Brazil.~~Group Orlando. These business units manufacture, market and ~~market~~distribute commercial and custom fire and emergency vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries.

Commercial: This segment includes Collins Bus, ENC, Capacity and Lay-Mor. Collins Bus manufactures, markets and distributes school buses, normally referred to as Type A school buses. ENC manufactures, markets and distributes municipal transit buses, primarily used for public transportation. Capacity manufactures, markets and distributes trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports. Lay-Mor manufactures, markets and distributes industrial sweepers for both the commercial and rental markets.

Recreation: This segment includes REV Recreation Group (“RRG”), Goldshield Fiberglass, Inc. (“Goldshield”), Renegade, Midwest and Lance, and their respective manufacturing facilities, service and parts divisions. RRG primarily manufactures, markets and distributes Class A RVs in both gas and diesel models. Renegade primarily manufacturers, markets and distributes Class C and “Super C” RVs. Midwest manufactures, markets and distributes Class B RVs and luxury vans. Lance manufactures, markets and distributes truck campers and towable campers. Goldshield manufactures, markets and distributes fiberglass reinforced molded parts to a diverse cross section of original equipment manufacturers and other commercial and industrial customers, including various components for RRG, which is one of Goldshield’s primary customers.

For purposes of measuring financial performance of its business segments, the Company does not allocate to individual business segments costs or items that are of a corporate nature. The caption “Corporate, Other & Elims” includes corporate office expenses, results of insignificant operations, intersegment eliminations and income and expense not allocated to reportable segments.

Total assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate and other centralized activities.

Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated in consolidation.

In considering the financial performance of the business, the chief operating decision maker analyzes the primary financial performance measure of Adjusted EBITDA. Adjusted EBITDA is defined as net income for the relevant period before depreciation and amortization, interest expense, ~~and~~ income taxes and loss on early extinguishment of debt, as adjusted for items management believes are not indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a measure defined by U.S. GAAP but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of this performance measure to net ~~income (loss)~~loss is included below.

The Company believes Adjusted EBITDA is useful to investors and used by management for measuring profitability because the measure excludes the impact of certain items which management believes have less bearing on the Company’s core operating performance, and allows for a more meaningful comparison of operating fundamentals between companies within its industries by eliminating the impact of capital structure and taxation differences between the companies. Additionally, Adjusted EBITDA is used by management to measure and report the Company’s financial performance to the Company’s Board of Directors, assists in providing a meaningful analysis of the Company’s operating performance and is used as a measurement in incentive compensation for management.

Provided below is a reconciliation of segment Adjusted EBITDA to net ~~income (loss):~~loss:

	Three Months Ended January 31,						Three Months Ended January 31,
	2021			2020			2022			2021
Fire & Emergency Adjusted EBITDA	$	10.2		$	1.7		$	1.8		$	10.2
Commercial Adjusted EBITDA		7.1			10.8			7.8			7.1
Recreation Adjusted EBITDA		15.1			7.0			17.1			15.1
Corporate and Other Adjusted EBITDA		(9.2	)		(8.2	)		(8.4	)		(9.2	)
Depreciation and amortization		(8.6	)		(10.8	)		(9.6	)		(8.6	)
Interest expense, net		(5.5	)		(7.3	)		(3.4	)		(5.5	)
Benefit for income taxes		—			2.6			1.8			—
Transaction expenses		(2.3	)		(1.1	)		(0.2	)		(2.3	)
Sponsor expense reimbursement		(0.2	)		(0.1	)		(0.1	)		(0.2	)
Restructuring costs		(1.0	)		(0.6	)		(3.7	)		(1.0	)
Restructuring related charges								(0.7	)		—
Stock-based compensation expense		(1.9	)		(2.6	)		(2.3	)		(1.9	)
Legal matters		(0.4	)		(0.1	)		(0.8	)		(0.4	)
Net loss on sale of assets and business held for sale		(2.7	)		—			—			(2.7	)
Loss on acquisition of business		(0.4	)		—			—			(0.4	)
Losses attributable to assets held for sale		(0.2	)		(0.6	)		—			(0.2	)
Deferred purchase price payment		—			(0.1	)
Net income (loss)	$	—		$	(9.4	)
Net loss							$	(0.7	)	$	—

On September 2, 2021, the Company’s Board of Directors approved the authorization of a new share repurchase program that allowed the repurchase of up to $150.0 million of the Company’s outstanding common stock. The share repurchase authorization expires in 24 months and gives management the flexibility to determine conditions under which shares may be purchased. During the first quarter of fiscal year 2022, the Company repurchased 1,980,159 shares under this repurchase program at a total cost of $24.4 million at an average price of $12.29 per share.

On March 3, 2022, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.05 per share of common stock, which equates to a rate of $0.20 per share of common stock on an annualized basis, payable on April 15, 2022 to shareholders of record on March 31, 2022.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This management’s discussion and analysis should be read in conjunction with the Condensed Unaudited Consolidated Financial Statements and risk factors contained in this Form 10-Q as well as the Management’s Discussion and Analysis and Risk Factors and audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K filed on ~~January 7,~~December 15, 2021.

REV ~~is a~~Group companies are leading ~~designer, manufacturer,~~designers, manufacturers and ~~distributor~~distributors of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in the United States, through three segments: Fire &and Emergency (“F&E”), Commercial, and Recreation. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances, fire apparatus, school buses, and transit buses), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (recreational vehicles). Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years. We believe that we hold the first, second and third market share positions, and approximately ~~88%~~87% of our net sales during the first quarter of fiscal year ~~2021~~2022 came from products where we believe we hold such share position.

We serve a diversified customer base primarily in the United States and Canada through the following segments:

Fire & Emergency – The ~~Fire & Emergency~~F&E segment sells and distributes fire apparatus equipment under the Emergency One (“E-ONE”), Kovatch Mobile Equipment (“KME”), Ferrara, and Spartan Emergency Response (“Spartan ER”), which consists of Spartan Emergency Response, Smeal, and Ladder Tower brands, and ambulances under the American Emergency Vehicles (“AEV”), Horton Emergency Vehicles (“Horton”), Leader Emergency Vehicles (“Leader”), Road Rescue and Wheeled Coach ~~and Frontline~~ brands. We believe we are the largest manufacturer by unit volume of fire and emergency vehicles in the United States and have one of the industry’s broadest portfolios of products including Type I ambulances (aluminum body mounted on a heavy truck-style chassis), Type II ambulances (van conversion ambulance), Type III ambulances (aluminum body mounted on a van-style chassis), pumpers (fire apparatus on a custom or commercial chassis with a water pump and water tank to extinguish fires), ladder trucks (fire apparatus with stainless steel or aluminum ladders), tanker trucks and rescue, aircraft rescue firefighting (“ARFF”), custom cabs & chassis and other vehicles. Each of our individual brands is distinctly positioned and targets certain price and feature points in the market such that dealers often carry, and customers often buy more than one REV ~~Fire & Emergency~~F&E product line.

Commercial – Our Commercial segment serves the bus market through the Collins Bus and ENC brands. We serve the terminal truck market through the Capacity brand and the sweeper market through the Lay-Mor brand. Our products in the Commercial segment include transit buses (large municipal buses where we build our own chassis and body), Type A school buses (small school bus built on commercial chassis), sweepers (three- and four-wheel versions used in road construction activities), and terminal trucks (specialized vehicles which move freight in warehouses, intermodal yards, distribution and fulfillment centers and ports). Within each market, we produce many customized configurations to address the diverse needs of our customers.

Recreation – Our Recreation segment serves the RV market through the following principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade, Midwest and Lance. We believe our brand portfolio contains some of the longest standing, most recognized brands in the RV industry. Under these brands, REV provides a variety of highly recognized motorized and towable RV models such as: American Eagle, Bounder, Pace Arrow, Discovery LXE, Verona, Weekender and Lance, among others. Our products in the Recreation segment include Class A motorized RVs (motorhomes built on a heavy-duty chassis with either diesel or gas engine configurations), Class C and “Super C” motorized RVs (motorhomes built on a commercial truck or van chassis), Class B RVs (motorhomes built out within a van chassis and high-end luxury van conversions), and towable travel trailers and truck campers. The Recreation segment also includes Goldshield Fiberglass, which produces a wide range of custom molded fiberglass products for the heavy-duty truck, RV and broader industrial markets.

Our business is impacted by the U.S. economic environment, employment levels, consumer confidence, municipal spending, municipal tax receipts, changes in interest rates and instability in securities markets around the world, among other factors. In particular, changes in the U.S. economic climate can impact demand in key end markets. In addition, we are susceptible to supply chain disruptions resulting from the impact of tariffs and global macro-economic factors (refer to “Impact of COVID-19” section below), which can have a dramatic effect, either directly or indirectly, on the availability, lead-times and costs associated with raw materials and parts.

RV purchases are discretionary in nature and therefore sensitive to the availability of financing, consumer confidence, unemployment levels, levels of disposable income and changing levels of consumer home equity, among other factors. RV markets are affected by general U.S. and global economic conditions, which create risks that future economic downturns will further reduce consumer demand and negatively impact our sales.

While less economically sensitive than the Recreation segment, the ~~Fire & Emergency~~F&E segment and the Commercial ~~segments~~segment are also impacted by the overall economic environment. Local tax revenues are an important source of funding for fire and emergency response departments. Fire and emergency products and buses are typically a larger cost item for municipalities and their service life is relatively long, making the purchase more deferrable, which can result in reduced demand for our products. In addition to commercial demand, local, state and federal tax revenues can be an important source of funding for many of our bus products including Type A school buses and transit buses. Volatility in tax revenues or availability of funds via budgetary appropriation can have a negative impact on the demand for these products.

A decrease in employment levels, consumer confidence or the availability of financing, or other adverse economic events, or the failure of actual demand for our products to meet our estimates, could negatively affect the demand for our products. Any decline in overall customer demand in markets in which we operate could have a material adverse effect on our operating performance.

In a typical year, our operating results are impacted by seasonality. Historically, the slowest sales volume quarter has been the first fiscal quarter when the purchasing seasons and production days for vehicles, such as school buses, RVs and sweepers are the lowest due to the colder weather and the relatively long time until the summer vacation season, and the fact that the school year is underway with municipalities and school bus contractors utilizing their existing fleets to transport student ~~populations.~~populations and the holiday plant shutdowns. Sales of our products have typically been higher in the second, third and fourth fiscal quarters (with the fourth fiscal quarter typically being the strongest) due to better weather, the vacation season, buying habits of RV dealers and end-users, timing of government/municipal customer fiscal years, and the beginning of a new school year. Our quarterly results of operations, cash flows, and liquidity are likely to be impacted by these seasonal patterns. Sales and earnings for other vehicles that we produce, such as essential emergency vehicles and commercial bus fleets, are less seasonal, but fluctuations in sales of these vehicles can also be impacted by timing surrounding the fiscal years of municipalities and commercial customers, as well as the timing and amounts of multi-unit orders.

We actively evaluate opportunities to improve and expand our business through targeted acquisitions that are consistent with our strategy. We also may dispose of certain components of our business that no longer fit within our overall strategy. Historically, a significant component of our growth has been through acquisitions of businesses. We typically incur upfront costs as we integrate acquired businesses and implement our operating philosophy at newly acquired companies, including consolidation of supplies and materials, purchases, improvements to production processes, and other restructuring initiatives. The benefits of these integration efforts and divestiture activities may not positively impact our financial results until subsequent periods.

We recognize acquired assets and liabilities at fair value. This includes the recognition of identified intangible assets and goodwill which, in the case of definite-life intangible assets, are then amortized over their expected useful lives, which typically results in an

increase in amortization expense. In addition, assets acquired and liabilities assumed generally include tangible assets as well as contingent assets and liabilities.

During our second quarter of fiscal year 2020, the novel coronavirus known as "COVID-19" spread throughout the world creating a global pandemic. The pandemic triggered a significant downturn in global commerce and these challenging market conditions may continue for an extended period of time. As a result of the spread of COVID-19, we have also experienced disruption and delays in our supply chain, availability of labor, customer demand changes, and logistics challenges, including our customers’ ability to inspect and take delivery of vehicles.

~~Many~~As the global economy continues to recover from COVID-19 related disruption, labor and significant supply chain challenges, such as shortages in semiconductors, subcomponents and increased prices of raw materials, such as steel and aluminum, have impacted operations of companies on a global scale. Such supply chain disruptions during the vehicles and parts we supply are vital to serving communities across our nation. The Cybersecurity and Infrastructure Security Agency (CISA), which implements the Secretary of Homeland Security’s responsibilities, has designated our fire trucks, ambulances, transit and school buses and terminal trucks (representing roughly 70% of the vehicles we produce) as essential to the nation’s health and safety, and are critical to the emergency service and transportation infrastructure.

~~Our Recreation vehicles dealer network was significantly impacted by the pandemic and many of them closed temporarily before reopening in the third~~first quarter of fiscal year ~~2020 when consumer demand for recreation vehicles began~~2022 impacted our ability to ~~accelerate due~~obtain certain raw materials and purchased components that are necessary to ~~an increase in consumer preference~~our production processes, including the ability to ~~vacation in~~obtain chassis from third party suppliers. We continue to monitor these disruptions and take measures to mitigate the associated risks.

In certain geographies there has been a ~~safe and socially distant manner. As of January 31, 2021, backlog levels were significantly higher than the same period in the prior year.~~

~~When necessary, we have taken a number of precautionary steps to safeguard our employees and our business from the effects of the outbreak~~resurgence of COVID-19 ~~including closing Recreation vehicle manufacturing locations for 3-6 weeks~~variant cases and shuttle bus manufacturing locations for 2 weeks (during the second quarter of fiscal year 2020), substantially limiting the presence of personnel in our offices and manufacturing locations, implementing travel restrictions and withdrawing from various industry events. We have requested that office employees work from home and implemented business continuity plansgovernmental authorities continue to implement numerous measures in an ~~effort~~attempt to ~~minimize further business disruption~~contain and ~~to protect our employees~~mitigate the spread of COVID-19 and ~~operations. At times, we have limited discretionary spending, furloughed salaried employees, deferred capital investments and temporarily lowered the salaries of our leadership team.~~

its variants. While the global market ~~downturn,~~impacts, closures and limitations on movement are expected to be temporary, the duration of any demand changes, production and supply chain disruptions, and related financial impacts, cannot be reliably estimated at this time.

Three Months Ended
January 31,

($ in millions)

2021

2020

Net sales

$
554.0

$
532.1

Gross profit

61.7

47.4

Selling, general and administrative

47.1

46.3

Restructuring

1.0

0.6

Loss on business held for sale

3.8

—

Loss on acquisition of business

0.4

—

Benefit for income taxes

—

(2.6
)
Net income (loss)

—

(9.4
)

Net income (loss) per common share

Basic

$
—

$
(0.15
)
Diluted

$
—

$
(0.15
)
Dividends declared per common share

$
—

$
0.05

Adjusted EBITDA

$
23.2

$
11.3

Adjusted Net Income (Loss)

$
8.8

$
(2.7
)

Net Sales

Three Months Ended

(in millions)

January 31,
2021

Change

January 31,
2020

Net sales

$
554.0

4.1
%

$
532.1

	Three Months Ended January 31,
($ in millions)	2022			2021
Net sales	$	537.0		$	554.0
Gross profit		55.8			61.7
Selling, general and administrative		47.6			47.1
Restructuring		3.7			1.0
Loss on business held for sale		—			3.8
Loss on acquisition of business		—			0.4
Benefit for income taxes		(1.8	)		—
Net loss		(0.7	)		—

Net loss per common share
Basic	$	(0.01	)	$	—
Diluted	$	(0.01	)	$	—
Dividends declared per common share	$	0.05		$	—

Adjusted EBITDA	$	18.3		$	23.2
Adjusted Net Income	$	8.0		$	8.8

Net Sales:Consolidated net sales ~~increased $21.9~~decreased $17.0 million for the three months ended January 31, ~~2021~~2022 compared to the prior year quarter, primarily due to a decrease in net sales within the F&E segment, partially offset by an increase in net sales inwithin the ~~Fire & Emergency~~Commercial and Recreation ~~segments, partially offset by a~~segments. The decrease in ~~net~~ sales in the ~~Commercial segment. The increase in net sales in the Fire & Emergency~~F&E segment was primarily due to ~~the acquisition of Spartan ER, the realization of price increases in legacy fire businesses and favorable unit mix within the Ambulance division. The~~

~~increase in the Recreation segment net sales was primarily due to favorable mix in Class A, increased~~decreased unit shipments ~~in Class B~~of fire apparatus and ~~Class C products,~~ambulance units resulting from supply chain and labor constraints compared to the prior year quarter, partially offset by ~~a decrease~~price realization. The increase in ~~shipments in Class A and non-motorized units due to lingering COVID-19 related disruptions. The decrease in net~~ sales in the Commercial segment was primarily the result of ~~the sale of two shuttle bus businesses and a decrease in~~increased shipments of school buses, ~~due to end market softness, and lower municipal transit bus unit shipments due to COVID-19 production disruptions, partially offset by an increase in shipments of~~ terminal trucks and street ~~sweepers.~~sweepers, and price realization, partially offset by decreased shipments of municipal transit buses compared to the prior year quarter. The increase in sales in the Recreation segment was primarily the result of price realization, partially offset

by lower line rates and decreased unit shipments related to supply chain disruption and labor constraints compared to the prior year quarter.

Gross Profit	Three Months Ended									Three Months Ended
(in millions)	January 31, 2021			Change			January 31, 2020
($ in millions)										January 31, 2022			Change			January 31, 2021
Gross profit	$	61.7			30.2	%	$	47.4		$	55.8			-9.6	%	$	61.7
% of net sales		11.1	%					8.9	%		10.4	%					11.1	%

Gross Profit: Consolidated gross profit ~~increased $14.3~~decreased $5.9 million for the three months ended January 31, ~~2021~~2022 compared to the prior year quarter. ~~Consolidated gross profit as a percentage of consolidated net sales was 11.1% for the three months ended January 31, 2021, an increase compared to 8.9% for the three months ended January 31, 2020.~~ The ~~increase~~decrease in gross profit was primarily ~~due~~attributable to ~~increased net sales,~~ lower sales ~~discounts~~ and ~~operational performance improvements compared~~inefficiencies related to supply chain and labor constraints within the ~~prior year quarter.~~F&E segment, and inflationary pressures across all segments, partially offset by increased sales in the Commercial and Recreation segments and price realization.

Selling, General and Administrative	Three Months Ended							Three Months Ended
(in millions)	January 31, 2021		Change			January 31, 2020
($ in millions)								January 31, 2022		Change			January 31, 2021
Selling, general and administrative	$	47.1		1.7	%	$	46.3	$	47.6		1.1	%	$	47.1

Selling, General and Administrative: Consolidated selling, general and administrative (“SG&A”) costs increased ~~$0.8~~$0.5 million for the three months ended January 31, ~~2021~~2022 compared to the prior year ~~quarter,~~quarter. The increase in SG&A costs for the three months ended January 31, 2022 was primarily due to ~~the Spartan ER acquisition, partially offset by reduced~~an increase in travel and ~~marketing related costs.~~tradeshow costs as compared to the prior year quarter.

Restructuring	Three Months Ended							Three Months Ended
(in millions)	January 31, 2021		Change			January 31, 2020
($ in millions)								January 31, 2022		Change			January 31, 2021
Restructuring	$	1.0		66.7	%	$	0.6	$	3.7		270.0	%	$	1.0

Restructuring:Consolidated restructuring costs increased ~~$0.4~~$2.7 million for the three months ended January 31, ~~2021~~2022 compared to the prior year quarter. ~~The increase in restructuring~~Restructuring costs ~~was primarily~~for the three months ended January 31, 2022 were related to ~~reductions in workforce in Corporate.~~the transition of KME branded fire apparatus production to other REV fire group facilities within the F&E segment. Refer to Note 8, Restructuring, of the Notes to Condensed Unaudited Consolidated Financial Statements.

Loss on Business Held for Sale: In the first quarter of fiscal year 2021, in connection with a strategic review of the product portfolio, we made the decision to divest our REV Brazil business. As a result, a loss of $3.8 million was recorded during the three months ended January 31, 2021. Refer to Note 8,7, Divestiture Activities, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

Loss on Acquisition of Business: During the first quarter of fiscal year 2021, the preliminary purchase price allocation of the Spartan ER acquisition was updated to reflect immaterial measurement period adjustments made to inventories, ~~and~~ warranty, and certain other assets acquired and liabilities assumed. These updates resulted in a decrease to the cumulative gain on acquisition of $0.4 million. ~~Refer to Note 4, Acquisition, of the Notes to Condensed Unaudited Consolidated Financial Statements~~

Income Taxes: Consolidated income tax ~~expense~~benefit was $1.8 million for the three months ended January 31, 2022, or 71.9% of pre-tax loss, compared to $0.0 million, for the three months ended January 31, ~~2021, compared to $2.6 million of benefit, or 22.0% of pre-tax loss, for the three months ended January 31, 2020.~~2021. Results for the three months ended January 31, ~~2020~~2022 were ~~unfavorably~~favorably impacted by ~~$0.2~~$1.2 million of net discrete tax ~~expenses~~benefits primarily related to stock-based compensation tax deductions.

Net Loss: Consolidated net ~~income~~loss increased ~~$9.4~~$0.7 million for the three months ended January 31, ~~2021~~2022 compared to the prior year quarter primarily due to ~~increased gross profit, lower amortization of intangible assets and interest expense.~~the factors detailed above.

Adjusted EBITDA	Three Months Ended							Three Months Ended
(in millions)	January 31, 2021		Change			January 31, 2020
($ in millions)								January 31, 2022		Change			January 31, 2021
Adjusted EBITDA	$	23.2		105.3	%	$	11.3	$	18.3		-21.1	%	$	23.2

Consolidated Adjusted EBITDA ~~increased $11.9~~decreased $4.9 million for the three months ended January 31, ~~2021~~2022 compared to the prior year quarter, primarily due to ~~an increase~~a decrease in Adjusted EBITDA in the ~~Fire & Emergency and Recreation segments,~~F&E segment, partially offset by ~~lower~~higher Adjusted EBITDA in the Commercial ~~segment. Refer to the “Adjusted EBITDA~~ and ~~Adjusted Net Income” section below for a reconciliation of Net Income (Loss) to Adjusted EBITDA tables~~Recreation segments, and ~~related footnotes.~~lower corporate expense.

Refer to Adjusted EBITDA and Adjusted Net Income section of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q for a reconciliation of Net Loss to Adjusted EBITDA tables and related footnotes.

Refer to Adjusted EBITDA and Adjusted Net Income ~~(Loss)~~section of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q for a reconciliation of Net Loss to Adjusted EBITDA tables and related footnotes.

	Three Months Ended January 31,									Three Months Ended
($ in millions)	2021			Change			2020			January 31, 2022			Change			January 31, 2021
Net sales	$	280.6			35.9	%	$	206.5		$	237.4			-15.4	%	$	280.6
Adjusted EBITDA	$	10.2			500.0	%	$	1.7			1.8			-82.4	%		10.2
Adjusted EBITDA % of net sales		3.6	%					0.8	%		0.8	%					3.6	%

~~Fire &~~ ~~Emergency~~F&E segment net sales ~~increased $74.1~~decreased $43.2 million for the three months ended January 31, ~~2021~~ ~~compared to the prior year quarter,~~ primarily due to the acquisition of Spartan ER, which was acquired on February 1, 2020, the realization of price increases in legacy fire businesses and favorable unit mix within the Ambulance division. Both legacy fire and ambulance units experienced increased throughput as a result of productivity improvements which resulted in higher unit shipments compared to the prior year period.

Fire & Emergency segment Adjusted EBITDA increased $8.5 million for the three months ended January 31, 2021 compared to the prior year quarter, primarily due to the higher sales volume, pricing realization and operational performance improvements including direct labor efficiencies, lower overhead and SG&A costs partially offset by lingering disruptions related to ~~COVID-19.~~

Commercial segment net sales decreased $75.1 million for the three months ended January 31, 2021 compared to the prior year quarter, primarily due to the divestiture of two shuttle bus businesses in May 2020, lower shipments of school buses due to end market softness and lower municipal transit bus unit shipments due to ~~COVID-19~~ ~~production disruptions, partially offset by an increase in shipments of terminal trucks and street sweepers.~~

~~Commercial segment Adjusted EBITDA decreased $3.7 million for the three months ended January 31, 2021~~2022 compared to the prior year quarter. The decrease in net sales was primarily due to decreased shipments of fire apparatus and ambulance units resulting from supply chain disruption and labor constraints, partially offset by price realization.

F&E segment Adjusted EBITDA decreased $8.4 million for the three months ended January 31, 2022 compared to the prior year quarter. The decrease was primarily due to lower sales volume, inefficiencies related to supply chain disruption and labor constraints, and inflationary pressures, partially offset by price realization.

Commercial segment net sales increased $14.4 million for the three months ended January 31, 2022 compared to the prior year quarter. The increase in net sales compared to the prior year quarter was primarily due to ~~lower sales volume~~increased shipments of school buses, terminal trucks and ~~production disruptions within the Bus division,~~street sweepers, and price realization, partially offset by decreased shipments of municipal transit buses.

Commercial segment Adjusted EBITDA increased ~~shipments and operational improvements in the terminal truck and street sweeper businesses as well as SG&A spend reductions across all businesses.~~

~~Recreation segment net sales increased $23.4~~$0.7 million for the three months ended January 31, ~~2021~~2022 compared to the prior year ~~quarter,~~quarter. The increase was primarily due to ~~favorable mix in Class A, increased unit~~higher shipments ~~in Class B~~of school bus and ~~Class C products,~~terminal trucks and price realization, partially offset by ~~a decrease in shipments in Class A~~inflationary pressures, an unfavorable mix of school buses and ~~non-motorized units due to lingering disruptions related to~~ municipal transit buses, and greater sales contribution of lower margin terminal trucks and street sweepers.

Recreation segment ~~Adjusted EBITDA~~net sales increased ~~$8.1~~$12.4 million for the three months ended January 31, ~~2021~~2022 compared to the prior year ~~quarter,~~quarter. The increase was primarily due to strong price realization and favorable mix, partially offset by lower line rates and unit shipments related to supply chain disruption and labor constraints in certain businesses.

Recreation segment Adjusted EBITDA increased $2.0 million for the three months ended January 31, 2022 compared to the prior year quarter. The increase was primarily due to strong price realization and favorable mix, partially offset by inefficiencies resulting from ~~increased sales volume, pricing realization from lower discounting,~~supply chain disruption and ~~improved productivity improvements across all categories despite the~~ ~~COVID-19~~ ~~disruptions experienced in Class A~~labor constraints, and ~~non-motorized units.~~inflationary pressures.

Backlog represents firm orders received from dealers or directly from end customers. The following table presents a summary of our backlog by segment:


($ in millions)	January 31, 2021		January 31, 2020		January 31, 2022		January 31, 2021
Fire & Emergency	$	1,017.9	$	807.3	$	1,655.1	$	1,017.9
Commercial		234.0		455.6		459.8		234.0
Recreation		754.3		158.3		1,282.6		754.3
Total Backlog	$	2,006.2	$	1,421.2	$	3,397.5	$	2,006.2

Each of our three segments has a backlog of new vehicle orders that generally extends out from two to twelve months in duration.

Orders from our dealers and end customers are evidenced by a contract, firm purchase order or reserved production slot for delivery of one or many vehicles. These orders are reported in our backlog at the aggregate selling prices, net of discounts or allowances.

As of January 31, ~~2021,~~2022, our backlog was ~~$2,006.2~~$3,397.5 million compared to ~~$1,421.2~~$2,006.2 million as of January 31, ~~2020.~~2021. The increase in ~~total~~consolidated backlog was primarily due to ~~increases in~~strong order intake within the ~~Fire & Emergency~~F&E, Commercial and Recreation ~~segments, partially offset by a decrease in the Commercial segment.~~segments. The increase in ~~Fire & Emergency~~F&E segment backlog was primarily the result of strong orders for fire apparatus and ambulance units. The increase in Commercial segment backlog ~~acquired in~~was primarily the ~~Spartan ER acquisition~~result of increased orders for school buses, terminal trucks and ~~strong ambulance unit orders,~~street sweepers, partially offset by a ~~decrease~~decline in ~~backlog at legacy fire businesses due to soft order intake during COVID-19 related disruptions.~~orders for municipal transit buses. The increase in Recreation segment backlog was primarily the result of strong order intake across all product categories. The decrease in Commercial segment backlog was primarily the result of a decrease in orders for school buses and timing of a large municipal transit order partially offset by strong order intake in the Specialty division.

Our primary requirements for liquidity and capital are working capital, the improvement and expansion of existing manufacturing facilities, debt service payments and general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities, cash and cash equivalents and borrowings under our term loan and ABL credit facility.

We believe that our sources of liquidity and capital will be sufficient to finance our continued operations, including working capital requirements, dividends, share repurchases and growth strategy ~~and additional expenses we expect to continue to incur as a public company.~~for at least twelve months. However, we cannot assure you that cash provided by operating activities and borrowings under the current ~~revolving credit~~ABL facility will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under the current ~~revolving credit~~ABL facility is not sufficient due to the size of our borrowing base or other external factors, we may have to obtain additional financing. If additional capital is obtained by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain financial and other covenants that may significantly restrict our operations or may involve higher overall interest rates. We are in the process of refinancing our term loan and ABL credit facility. We expect the refinancing to be completed by the end of the second quarter of fiscal year 2021. However, we cannot assure you that we will be able to obtain refinancing or additional financing on favorable terms or at all.

The following table shows summary cash flows for the three months ended January 31, ~~2021~~2022 and January 31, ~~2020:~~2021:

Net cash ~~provided by~~used in operating activities for the three months ended January 31, ~~2021~~2022 was ~~$1.9~~$3.7 million ~~compared~~and was primarily related to decreases from the timing of accounts receivable collections and inventory receipts as well as incentive compensation payments, partially offset by increases from the timing of payables payments and customer advances, and a ~~use of cash of $13.3 million for~~tax refund related to the ~~three months ended January 31, 2020.~~CARES Act received during the quarter. The generation of positive cash from operating activities for the three months ended January 31, 2021, was related to ~~higher net income and a receipt of~~ a tax refund related to the CARES Act, partially offset by decreases from the timing of payables.

Net cash used in investing activities for the three months ended January 31, 2022 was $4.4 million and was related to the cash paid for capital expenditures. Net cash provided by investing activities for the three months ended January 31, 2021 was $7.1 million and was primarily related to the proceeds from the sale of land ~~($8.7 million) and a decrease in~~$8.7 million partially offset by cash paid for capital expenditures.

Net cash ~~used in investing~~provided by financing activities for the three months ended January 31, ~~2020~~2022 was ~~$1.3~~$8.7 million, which primarily consisted of net proceeds from our 2021 ABL Facility for $41.0 million offset by share repurchases of $24.4 million, dividends paid of $3.3 million and the payment of taxes on vested awards and other financing activities of $4.6 million.

Net cash used in financing activities for the three months ended January 31, 2021 was $11.3 million, which primarily consisted of repayment of long-term debt. ~~Net cash provided by financing activities for the three months ended January 31, 2020 was $78.6 million.~~

Subject to legally available funds and the discretion of our board of directors, we ~~may or may not~~expect to pay a quarterly cash dividend inat the ~~future~~rate of $0.05 per share on our common stock. Our ~~ability~~dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. We cannot assure you that we will declare dividends or have sufficient funds to pay dividends ~~is limited under~~on our ~~Term Loan agreement, as amended~~common stock in the future. A quarterly cash dividend was declared in the amount of $.05 per share of common stock payable on April ~~29, 2020. In order~~15, 2022, to ~~pay dividends, we must have a leverage ratio, including~~shareholders of record on March 31, 2022. During the ~~impact of the dividend, not to exceed 3.5 to 1.0. We announced the suspension of our quarterly dividend beginning the second~~first quarter of fiscal year ~~2020 and will reassess at a future date. In the three months ended January 31, 2020,~~2022, we paid cash dividends of ~~$3.1~~$3.3 million.

On April ~~29, 2020,~~13, 2021, the Company entered into a ~~Fifth Amended and Restated $175.0~~$550.0 million ~~term loan agreement (“Term Loan” and “Term Loan Agreement”), as Borrower with certain subsidiaries of the Company, acting as guarantors of debt.~~

We may voluntarily prepay principal, in whole or in part, at any time, without penalty. We are obligated to prepay certain minimum amounts based on our excess cash flow, as defined in the Term Loan Agreement. We were required to make a $1.6 million excess cash flow payment in fiscal year 2020. The Term Loan is also subject to mandatory prepayment if we or any of our restricted subsidiaries receives proceeds from certain events, including certain asset sales and casualty events, and the issuance of certain debt and equity interests. The Term Loan matures on April 25, 2022.

~~The Term Loan Agreement contains certain financial covenants. We were in compliance with all financial covenants under the Term Loan as of January 31, 2021.~~

~~On January 31, 2020, the Company entered into a Second Amended and Restated~~ revolving credit ~~and guaranty~~ agreement (the ~~“ABL~~“2021 ABL Facility” or ~~“ABL~~“2021 ABL Agreement”) with a syndicate of lenders. The 2021 ABL Facility ~~consists of: (i) Revolving Loans, (ii) Swing Line Loans,~~provides for revolving loans and ~~(iii) Letters~~letters of ~~Credit, aggregating~~credit in an aggregate amount of up to ~~a combined maximum of $500.0~~$550.0 million. The total ~~amount borrowed under the ABL Facility~~credit facility is subject to a $30.0 million sublimit for ~~Swing Line~~swing line loans and a $35.0 million sublimit for ~~Letters~~letters of ~~Credit,~~credit (plus up to an additional $20.0 million of letters of credit at issuing bank’s discretion), along with certain borrowing base and other customary restrictions as defined in the 2021 ABL Agreement. The 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions.

~~Principal~~13, 2026. We may ~~be repaid~~prepay principal, in whole or in part, at any time ~~during the term of the ABL Facility~~ without penalty. ~~The ABL Facility contains certain financial covenants.~~

We were in compliance with all financial covenants under the 2021 ABL ~~Facility~~Agreement as of January 31, ~~2021.~~2022. As of January 31, ~~2021, our~~2022, the Company’s availability under the 2021 ABL Facility was ~~$230.0~~$258.3 million.

Refer to Note 9, Long-Term Debt, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

In considering the financial performance of the business, management analyzes the primary financial performance measures of Adjusted EBITDA and Adjusted Net Income. Adjusted EBITDA is defined as net ~~income~~loss for the relevant period before depreciation and amortization, interest expense, ~~and provision for~~ income taxes and loss on early extinguishment of debt, as adjusted for certain items described below that we believe are not indicative of our ongoing operating performance. Adjusted Net Income is defined as net ~~income,~~loss, as adjusted for certain items described below that we believe are not indicative of our ongoing operating performance.

We believe Adjusted EBITDA and Adjusted Net Income are useful to investors because these performance measures are used by our management and our Board of Directors for measuring and reporting our financial performance and as a measurement in incentive compensation for management. These measures exclude the impact of certain items which we believe have less bearing on our core operating performance because they are items that are not needed or available to our managers in the daily activities of their businesses. We believe that the core operations of our business are those which can be affected by our management in a particular period through their resource allocation decisions that affect the underlying performance of our operations conducted during that period. We also believe that decisions utilizing Adjusted EBITDA and Adjusted Net Income allow for a more meaningful comparison of operating fundamentals between companies within our markets by eliminating the impact of capital structure and taxation differences between the companies.

To determine Adjusted EBITDA, we adjust Net Income for the following items: non-cash depreciation and amortization, interest expense, income taxes, loss on early extinguishment of debt and other items as described below. Stock-based compensation expense and sponsor expense reimbursement is excluded from both Adjusted Net Income and Adjusted EBITDA because it is an expense, which cannot be impacted by our business managers. Stock-based compensation expense also reflects a cost which may obscure trends in our underlying vehicle businesses for a given period, due to the timing and nature of the equity awards. We also adjust for exceptional items, which are determined to be those that in management’s judgment are not indicative of our ongoing operating performance and need to be disclosed by virtue of their size, nature or incidence, and include non-cash items and items

settled in cash. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.

Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools. These are not presentations made in accordance with U.S. GAAP, are not measures of financial condition and should not be considered as an alternative to net income or net loss for the period determined in accordance with U.S. GAAP. The most directly comparable U.S. GAAP measure to Adjusted EBITDA and Adjusted Net Income is Net Income for the relevant period. Adjusted EBITDA and Adjusted Net Income are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this performance measure in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with U.S. GAAP. Moreover, such measures do not reflect:

The following table reconciles Net ~~Income (Loss)~~Loss to Adjusted EBITDA for the periods presented:

	Three Months Ended January 31,					Three Months Ended January 31,
($ in millions)	2021		2020			2022			2021
Net income (loss)	$	—	$	(9.4	)
Net loss						$	(0.7	)	$	—
Depreciation and amortization		8.6		10.8			9.6			8.6
Interest expense, net		5.5		7.3			3.4			5.5
Benefit for income taxes		—		(2.6	)		(1.8	)		—
EBITDA		14.1		6.1			10.5			14.1
Transaction expenses(a)		2.3		1.1			0.2			2.3
Sponsor expense reimbursement(b)		0.2		0.1			0.1			0.2
Restructuring costs(c)		1.0		0.6			3.7			1.0
Stock-based compensation expense(d)		1.9		2.6
Legal matters(e)		0.4		0.1
Net loss on sale of assets and business held for sale(f)		2.7		—
Loss on acquisition of business(g)		0.4		—
Losses attributable to assets held for sale(h)		0.2		0.6
Deferred purchase price payment(i)		—		0.1
Restructuring related charges(d)							0.7			—
Stock-based compensation expense(e)							2.3			1.9
Legal matters(f)							0.8			0.4
Net loss on sale of assets and business held for sale(g)							—			2.7
Loss on acquisition of business(h)							—			0.4
Losses attributable to assets held for sale(i)							—			0.2
Adjusted EBITDA	$	23.2	$	11.3		$	18.3		$	23.2

The following table reconciles Net ~~Income (Loss)~~Loss to Adjusted Net Income ~~(Loss)~~ for the periods presented:

Three Months Ended
January 31,

($ in millions)

2021

2020

Net income (loss)

$
—

$
(9.4
)
Amortization of intangible assets

2.6

4.0

Transaction expenses(a)

2.3

1.1

Sponsor expense reimbursement(b)

0.2

0.1

Restructuring costs(c)

1.0

0.6

Stock-based compensation expense(d)

1.9

2.6

Legal matters(e)

0.4

0.1

Net loss on sale of assets and business held for sale(f)

2.7

—

Loss on acquisition of business(g)

0.4

—

Losses attributable to assets held for sale(h)

0.2

0.6

Deferred purchase price payment(i)

—

0.1

Income tax effect of adjustments(j)

(2.9
)

(2.5
)
Adjusted Net Income (Loss)

$
8.8

$
(2.7
)

	Three Months Ended January 31,
($ in millions)	2022			2021
Net loss	$	(0.7	)	$	—
Amortization of intangible assets		2.4			2.6
Transaction expenses(a)		0.2			2.3
Sponsor expense reimbursement(b)		0.1			0.2
Restructuring costs(c)		3.7			1.0
Restructuring related charges(d)		0.7			—
Stock-based compensation expense(e)		2.3			1.9
Legal matters(f)		0.8			0.4
Net loss on sale of assets and business held for sale(g)		—			2.7
Loss on acquisition of business(h)		—			0.4
Losses attributable to assets held for sale(i)		—			0.2
Accelerated depreciation on certain property, plant, and equipment (j)		1.4			—
Income tax effect of adjustments(k)		(2.9	)		(2.9	)
Adjusted Net Income	$	8.0		$	8.8

Restructuring expenses in the prior fiscal year ~~period~~quarter consisted of personnel costs, including severance, vacation and other employee benefit payments ~~as well as costs related to disposal activities.~~associated with headcount reductions in Corporate.

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. ~~With the exception of operating lease obligations, we~~We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into or disclosed in our consolidated financial statements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures and capital resources. In addition, we do not engage in trading activities involving non-exchange traded contracts. ~~See~~Refer to Note 13, Commitments and Contingencies, of the Notes to Condensed Unaudited Consolidated Financial Statements for additional discussion.

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect amounts reported in the consolidated financial statements and accompanying notes. Our disclosures of critical accounting policies are reported in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021. In the first quarter of fiscal year ~~2021,~~2022, we adopted ASU ~~2016-13~~2019-12 relating to ~~measurement of credit losses on financial instruments,~~Simplifying the Accounting for Income Taxes, as discussed in Note 1 of the Notes to Condensed Unaudited Consolidated Financial Statements.

~~See~~Refer to Note 1 of the Notes to Condensed Unaudited Consolidated Financial Statements for a discussion of the impact on our financial statements of new accounting standards.

There have been no material changes in our exposure to interest rate risk, foreign exchange risk and commodity price risk from the information provided in our Annual Report on Form 10-K filed on ~~January 7,~~December 15, 2021.

We maintain “disclosure controls and procedures”, as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, ~~2021.~~2022.

During the quarter ended January 31, ~~2021,~~2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For a description of our legal proceedings, ~~see~~refer to Note 13, Commitments and Contingencies, of the Notes to Condensed Unaudited Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.

~~There have been no material changes to the~~Information about our risk factors ~~associated with our business previously~~is disclosed in “Item 1A. Risk ~~Factors,”~~Factors”, in our Annual Report on Form ~~10-K for~~10-K. There are no other material changes in our risk factors from those disclosed in the Form 10-K.

The following table sets forth information with respect to purchases of common stock made by the Company during the first quarter of fiscal year ~~ended October 31, 2020.~~2022 (in millions, except share and per share amounts):

Subject to legally available funds and the discretion of our board of directors, we may or may not pay a quarterly cash dividend in the future on our common stock. During first quarter of fiscal year 2022, the Company paid cash dividends of $3.3 million. Our ability to pay dividends is dependent on our ABL loan and board of directors approval. See our Annual Report on Form 10-K on “Item 1A. Risk Factors—Risks Related to Legal, Regulatory and Compliance Matters—We cannot assure you that we will continue to declare dividends or have sufficient funds to pay dividends on our common stock.”

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware	26-3013415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

245 South Executive Drive, Suite 100 Brookfield, WI	53005
(Address of principal executive offices)	(Zip Code)

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($0.001 Par Value)	REVG	New York Stock Exchange

		Page
Cautionary Statement About Forward-Looking Statements		3
Website and Social Media Disclosure		3
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Unaudited Consolidated Balance Sheets	4
	Condensed Unaudited Consolidated Statements of Operations and Comprehensive ~~Income (Loss)~~Loss	5
	Condensed Unaudited Consolidated Statements of Cash Flows	6
	Condensed Unaudited Consolidated Statements of Shareholders’ Equity	7
	Notes to Condensed Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3029
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION	3130
Item 1.	Legal Proceedings	3130
Item 1A.	Risk Factors	3130
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6.	Exhibits	3231
Signatures		3332

Period	Total Number of Shares Purchased for the period		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 (1)
November 1 - November 30, 2021		—		—		—	$	146.1
December 1 - December 31, 2021		1,625,920	$	12.17		1,875,920	$	126.3
January 1 - January 31, 2022		354,239	$	12.84		2,230,159	$	121.8
Total		1,980,159

Exhibit Number		Description

31.1*		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in iXBRL and contained within Exhibit 101)

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Small reporting company	☐
Emerging growth company	☐

Assets:
Accounts receivable, net	$	22.9
Inventories, net		83.2
Other current assets		0.7
Property, plant and equipment		13.4
Right of use assets		6.0
Total assets acquired		126.2
Liabilities:
Accounts payable		5.3
Customer advances		35.3
Accrued warranty		2.1
Other current liabilities		7.8
Short-term lease obligations		0.8
Deferred income taxes		2.7
Long-term lease obligations		5.4
Other long-term liabilities		11.3
Total liabilities assumed		70.7
Net assets acquired		55.5
Consideration paid		47.3
Gain on acquisition of business	$	(8.2	)

	January 31, 2021
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived intangible assets:
Customer relationships		8.0	$	66.2	$	(40.1	)	$	26.1
Non-compete agreements		5.0		2.0		(1.9	)		0.1
				68.2		(42.0	)		26.2
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	175.6	$	(42.0	)	$	133.6

	Employee Severance and Termination Benefits			Contract termination and other costs			Asset Impairment		Total
Balance at beginning of the period	$	1.0		$	—		$	—	$	1.0
Restructuring provision		2.8			0.9			—		3.7
Utilized - cash		(0.4	)		(0.6	)		—		(1.0	)
Utilized - noncash					(0.3	)		—		(0.3	)
Balance at end of the period	$	3.4		$	—		$	—	$	3.4

	January 31, 2021			October 31, 2020
ABL facility	$	165.0		$	175.0
Term Loan, net of debt issuance costs ($1.4 and $1.7)		167.1			167.2
		332.1			342.2
Less: current maturities		(1.7	)		(1.7	)
Long-term debt, less current maturities	$	330.4		$	340.5

	Three Months Ended January 31, 2022
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	237.4	$	97.5	$	202.6	$	(0.5	)	$	537.0
Depreciation and amortization	$	4.4	$	0.8	$	3.9	$	0.5		$	9.6
Capital expenditures	$	2.4	$	0.6	$	1.1	$	0.4		$	4.5
Total assets	$	680.6	$	220.0	$	331.1	$	60.6		$	1,292.3
Adjusted EBITDA	$	1.8	$	7.8	$	17.1	$	(8.4	)

	Three Months Ended January 31, 2021
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	280.6	$	83.1	$	190.2	$	0.1		$	554.0
Depreciation and amortization	$	3.1	$	0.7	$	3.6	$	1.2		$	8.6
Capital expenditures	$	1.3	$	0.8	$	0.4	$	0.4		$	2.9
Total assets	$	692.0	$	205.7	$	319.1	$	42.3		$	1,259.1
Adjusted EBITDA	$	10.2	$	7.1	$	15.1	$	(9.2	)

	Three Months Ended January 31, 2020
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	206.5	$	158.2	$	166.8	$	0.6		$	532.1
Depreciation and amortization	$	3.5	$	1.9	$	3.5	$	1.9		$	10.8
Capital expenditures	$	1.7	$	0.6	$	0.8	$	0.1		$	3.2
Total assets	$	632.0	$	272.8	$	330.3	$	170.9		$	1,406.0
Adjusted EBITDA	$	1.7	$	10.8	$	7.0	$	(8.2	)

	REV GROUP, INC.

Date: March ~~10, 2021~~9, 2022	By:	/s/ Rodney N. Rushing
		Rodney N. Rushing
		Chief Executive Officer

Date: March ~~10, 2021~~9, 2022	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Chief Financial Officer