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 June 3, ~~2021,~~2022, the registrant had ~~64,741,896~~60,973,366 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)~~(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.~~website (investors.revgroup.com). 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.

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

Note 1. Basis of Presentation

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. ~~Certain reclassifications have been made to the fiscal year 2020 financial statements to conform to the fiscal year 2021 presentation.~~

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 ~~52.2%~~44.9% of REV Group’s voting equity as of April 30, ~~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 April 30, ~~2021~~2022 and April 30, ~~2020,~~2021, the Company did ~~not~~0t incur expenses associated with its primary equity holder. During the six months ended April 30, ~~2021~~2022 and April 30, ~~2020,~~2021, the Company reimbursed expenses of its primary equity holder ~~in the amount~~ of ~~$0.2~~$0.1 million and ~~$0.1~~$0.2 million, respectively. These expenses are included in selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss). Income.

Recent Accounting Pronouncements

Accounting Pronouncement Recently Adopted

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~~ 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 consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company adopted ASU 2019-12 as of November 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial ~~statements:~~statements.

•

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), “Measurement of Credit Losses on Financial Instruments”. The standard requires a change in the measurement approach for credit losses on financial assets measured on an amortized cost basis from an incurred loss method to an expected loss method, thereby eliminating the requirement that a credit loss be considered probable to impact the valuation of a financial asset measured on an amortized cost basis. The standard requires the measurement of expected credit losses to be based on relevant information about past events, including historical experience, current conditions, and a reasonable and supportable forecast that affects the collectability of the related financial asset. The Company adopted the new standard on November 1, 2020~~following the modified retrospective method of transition. The adoption did not have a material impact on 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) Income 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 April 30, ~~2021~~2022 and April 30, ~~2020,~~2021, the Company recognized ~~$33.7~~$26.7 million and ~~$26.2~~$33.7 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. During the six months ended April 30, ~~2021~~2022 and April 30, ~~2020,~~2021, the Company recognized ~~$85.1~~$57.8 million and ~~$80.6~~$85.1 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.

Note 4. ~~Acquisition~~Inventories

~~Spartan Emergency Response~~

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 of cash, which was funded through the Company’s 2017 ABL credit facility. The preliminary purchase price allocation, which was based on a $54.8 million purchase price, resulted in a gain of $11.9 million, which is included in the Company’s Condensed Unaudited Consolidated Statement of Operations for the three and six months ended April 30, 2020.

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. These updates resulted in a decrease to the cumulative gain on acquisition of $3.3 million, from $11.9 million to $8.6 million.

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 reflected in the final purchase price allocation shown in the table below. The measurement period adjustments did not have a material impact on the Company’s results of operations during that period.

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

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
)

~~Note 5. Inventories~~

Inventories consisted of the following:


	April 30, 2021			October 31, 2020			April 30, 2022			October 31, 2021
Chassis	$	50.8		$	61.1		$	46.3		$	33.5
Raw materials & parts		197.9			195.6			215.4			188.0
Work in process		246.1			230.3			282.9			231.0
Finished products		53.4			70.0			29.7			39.4
		548.2			557.0			574.3			491.9
Less: reserves		(15.3	)		(19.8	)		(11.4	)		(10.2	)
Total inventories, net	$	532.9		$	537.2		$	562.9		$	481.7

Property, plant and equipment consisted of the following:


	April 30, 2021			October 31, 2020			April 30, 2022			October 31, 2021
Land & land improvements	$	18.9		$	27.0		$	18.5		$	19.1
Buildings & improvements		103.8			103.9			99.0			107.5
Machinery & equipment		87.6			90.8			88.7			88.6
Rental & used vehicles		2.6			4.9			2.1			2.5
Computer hardware & software		56.9			51.9			58.7			58.9
Office furniture & fixtures		4.4			5.1			3.9			4.3
Construction in process		7.1			8.1			8.5			7.8
		281.3			291.7			279.4			288.7
Less: accumulated depreciation		(126.8	)		(123.3	)		(135.0	)		(131.1	)
Total property, plant and equipment, net	$	154.5		$	168.4		$	144.4		$	157.6

Depreciation expense was ~~$5.5~~$6.7 million and ~~$7.5~~$5.5 million for the three months ended April 30, ~~2021,~~2022, and April 30, ~~2020,~~2021, respectively, and ~~$11.6~~$13.9 million and ~~$14.3~~$11.6 million for the six months ended April 30, ~~2021,~~2022, and April 30, ~~2020,~~2021, respectively.

Note 7.6. Goodwill and Intangible Assets

The table below represents goodwill by segment:


	April 30, 2021		October 31, 2020		April 30, 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~~9

There was 0 change in the net carrying value ~~amount~~ of goodwill ~~consisted of~~for the ~~following:~~three and six months ended April 30, 2022 and April 30, 2021.

Six Months Ended
April 30,

2021

2020

Balance at beginning of period

$
157.3

$
159.8

Activity during the period:

Divestitures

—

(2.5
)
Balance at end of period

$
157.3

$
157.3

Intangible assets (excluding goodwill) consisted of the following:

April 30, 2021

Weighted-
Average Life

Gross

Accumulated
Amortization

Net

Finite-lived intangible assets:

Customer relationships

8.0

$
66.2

$
(42.5
)

$
23.7

Non-compete agreements

5.0

2.0

(2.0
)

—

68.2

(44.5
)

23.7

Indefinite-lived trade names

107.4

—

107.4

Total intangible assets, net

$
175.6

$
(44.5
)

$
131.1


	April 30, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived customer relationships		8.0	$	43.7	$	(29.2	)	$	14.5
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(29.2	)	$	121.9


	October 31, 2021
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived intangible assets:
Customer relationships		8.0	$	66.2	$	(47.3	)	$	18.9
Non-compete agreements		5.0		2.0		(2.0	)		—
				68.2		(49.3	)		18.9
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	175.6	$	(49.3	)	$	126.3

October 31, 2020

Weighted-
Average Life

Gross

Accumulated
Amortization

Net

Finite-lived intangible assets:

Customer relationships

8.0

$
66.2

$
(37.8
)

$
28.4

Non-compete agreements

5.0

2.0

(1.7
)

0.3

Trade names

7.0

1.3

(1.3
)

—

69.5

(40.8
)

28.7

Indefinite-lived trade names

107.4

—

107.4

Total intangible assets, net

$
176.9

$
(40.8
)

$
136.1

Amortization expense was ~~$2.5~~$2.0 million and ~~$3.4~~$2.5 million for the three months ended April 30, ~~2021,~~2022, and April 30, ~~2020,~~2021, respectively, and ~~$5.1~~$4.4 million and ~~$7.4~~$5.1 million for the six months ended April 30, ~~2021,~~2022 and April 30, ~~2020,~~2021, respectively. As of April 30, 2022 and April 30, 2021, fully amortized intangible assets and the related accumulated amortization related to customer relationships and non-compete agreements and trade names, were written ~~off.~~off, respectively.

Note 8.7. Divestiture Activities

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.

Effective May 8, 2020, and in connection with a strategic review of the product portfolio, the Company completed the sale of its shuttle bus businesses for approximately $49.0 million in cash. The Company used the proceeds from the disposition to reduce outstanding borrowings. The shuttle bus businesses were reported as part of the Commercial segment. The assets and liabilities disposed of in connection with this transaction met the held for sale criteria as of April 30, 2020. The carrying value of the assets held for sale was greater than the fair value, less costs to sell, resulting in a loss of $8.8 million, which is included in the Condensed Unaudited Consolidated Statement of Operations for the three and six months ended April 30, 2020. The loss included $2.5 million related to goodwill that was allocated to the shuttle bus businesses and the costs to sell of $1.8 million.

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 April 30, 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~~$3.8 million, which is included in the Condensed Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income ~~(Loss)~~ for the six months ended April 30, 2021. The REV Brazil business is reported as part of the Fire & Emergency segment.

The 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 accounting. The Company’s investment in the China JV also includes an interest-bearing loan.

During the fourth quarter of fiscal year 2021, the Company made the strategic decision to exit its interests in the China JV and 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 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.

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 and six months ended April 30, 2021 and April 30, 2020:~~

Three Months Ended
April 30,

Six Months Ended
April 30,

2021

2020

2021

2020

Basic weighted-average common shares outstanding

64,024,379

63,108,468

63,730,382

62,941,904

Dilutive stock options

89,993

0

89,115

0

Dilutive restricted stock awards

587,750

0

347,630

0

Dilutive restricted stock units

509,398

0

455,164

0

Dilutive performance stock units

506,633

0

373,900

0

Diluted weighted-average common shares outstanding

65,718,153

63,108,468

64,996,191

62,941,904


	Three Months Ended April 30,				Six Months Ended April 30,
	2022		2021		2022		2021
Basic weighted-average common shares outstanding		61,667,009		64,024,379		62,244,817		63,730,382
Dilutive stock options		0		89,993		0		89,115
Dilutive restricted stock awards		0		587,750		0		347,630
Dilutive restricted stock units		0		509,398		0		455,164
Dilutive performance stock units		0		506,633		0		373,900
Diluted weighted-average common shares outstanding		61,667,009		65,718,153		62,244,817		64,996,191

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 and six months ended April 30, 2021 and April 30, 2020:~~ because they would have been anti-dilutive:

Note 12. Income Taxes

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) 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 ~~$7.2~~$0.4 million for the three months ended April 30, ~~2021,~~2022, or ~~25.8%~~14.8% of pre-tax ~~income,~~loss, compared to ~~$10.1~~$7.2 million of ~~benefit,~~expense, or ~~56.1%~~25.8% of ~~pre-tax loss,~~pretax income, for the three months ended April 30, ~~2020.~~2021. Results for the three months ended April 30, 2022 were unfavorably impacted by $0.3 million of net discrete tax expense related to the loss of a tax attribute. Results for the three months ended April 30, 2021 were favorably impacted by ~~$0.1~~$0.1 million of net discrete tax ~~benefits~~benefit primarily related to stock-based compensation tax deductions. Results for the three months ended April 30, 2020 were favorably impacted by $5.7 million of net discrete tax benefits primarily related to net operating loss carrybacks allowable under the CARES Act and the nontaxable gain on the acquisition of Spartan ER.

The Company recorded an income tax ~~expense~~benefit of ~~$7.2~~$2.2 million for the six months ended April 30, ~~2021,~~2022, or ~~25.9%~~42.3% of pre-tax ~~income,~~loss, compared to ~~$12.7~~$7.2 million of ~~benefit,~~expense, or ~~42.5%~~25.9% of ~~pre-tax loss,~~pretax income, for the six months ended April 30, ~~2020.~~2021. Results for the six months ended April 30, 2022 were favorably impacted by $0.9 million of net discrete tax benefit primarily related to stock-based compensation tax deductions. Results for the six months ended April 30, 2021 were favorably impacted by ~~$1.2~~$1.2 million of net discrete tax ~~benefits~~benefit related primarily to the recognition of deferred taxes on assets classified as held for sale and stock-based compensation tax deductions. Results for the six months ended April 30, 2020 were favorably impacted by $5.4 million of net discrete tax benefits primarily related to net operating loss carrybacks allowable under the CARES Act and the nontaxable gain on the acquisition of Spartan ER.

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 ~~$3.2~~$4.1 million as of April 30, ~~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 April 30, 2022 and the ~~period ended April 30,~~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 Statement of Operations and Comprehensive ~~Income~~ (Loss). Income.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of April 30, ~~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.

Note 14. Business Segment Information

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, 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.

Selected financial information of the Company’s segments is as follows:


	Three Months Ended April 30, 2021											Three Months Ended April 30, 2022
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated		Fire & Emergency			Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	307.6	$	98.4	$	237.9	$	(0.3	)	$	643.6	$	245.0		$	90.7	$	241.0	$	(0.4	)	$	576.3
Depreciation and amortization	$	3.0	$	0.7	$	3.5	$	0.8		$	8.0	$	4.0		$	0.8	$	3.4	$	0.5		$	8.7
Capital expenditures	$	3.6	$	0.3	$	0.9	$	0.9		$	5.7	$	1.8		$	0.4	$	1.6	$	0.2		$	4.0
Total assets	$	694.4	$	208.1	$	330.7	$	59.7		$	1,292.9	$	657.8		$	228.8	$	347.2	$	52.0		$	1,285.8
Adjusted EBITDA	$	21.7	$	8.3	$	25.1	$	(9.6	)			$	(2.2	)	$	4.4	$	28.7	$	(7.1	)


	Three Months Ended April 30, 2021
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	307.6	$	98.4	$	237.9	$	(0.3	)	$	643.6
Depreciation and amortization	$	3.0	$	0.7	$	3.5	$	0.8		$	8.0
Capital expenditures	$	3.6	$	0.3	$	0.9	$	0.9		$	5.7
Total assets	$	694.4	$	208.1	$	330.7	$	59.7		$	1,292.9
Adjusted EBITDA	$	21.7	$	8.3	$	25.1	$	(9.6	)


	Six Months Ended April 30, 2022
	Fire & Emergency			Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	482.4		$	188.3	$	443.6	$	(1.0	)	$	1,113.3
Depreciation and amortization	$	8.4		$	1.5	$	7.3	$	1.1		$	18.3
Capital expenditures	$	4.2		$	1.0	$	2.7	$	0.6		$	8.5
Total assets	$	657.8		$	228.8	$	347.2	$	52.0		$	1,285.8
Adjusted EBITDA	$	(0.4	)	$	12.2	$	45.8	$	(15.5	)


	Six Months Ended April 30, 2021
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	588.2	$	181.5	$	428.0	$	(0.1	)	$	1,197.6
Depreciation and amortization	$	6.1	$	1.5	$	7.1	$	2.0		$	16.7
Capital expenditures	$	4.9	$	1.1	$	1.3	$	1.3		$	8.6
Total assets	$	694.4	$	208.1	$	330.7	$	59.7		$	1,292.9
Adjusted EBITDA	$	31.9	$	15.5	$	40.2	$	(18.7	)

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, 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): income:


	Three Months Ended April 30,						Six Months Ended April 30,
	2022			2021			2022			2021
Fire & Emergency Adjusted EBITDA	$	(2.2	)	$	21.7		$	(0.4	)	$	31.9
Commercial Adjusted EBITDA		4.4			8.3			12.2			15.5
Recreation Adjusted EBITDA		28.7			25.1			45.8			40.2
Corporate and Other Adjusted EBITDA		(7.1	)		(9.6	)		(15.5	)		(18.7	)
Depreciation and amortization		(8.7	)		(8.0	)		(18.3	)		(16.7	)
Interest expense, net		(3.5	)		(5.5	)		(6.9	)		(11.0	)
Benefit (provision) for income taxes		0.4			(7.2	)		2.2			(7.2	)
Transaction expenses		(0.3	)		(0.3	)		(0.5	)		(2.7	)
Sponsor expense reimbursement		—			—			(0.1	)		(0.2	)
Restructuring costs		(2.9	)		—			(6.6	)		(1.0	)
Restructuring related charges		(4.4	)		(0.3	)		(5.1	)		(0.3	)
Stock-based compensation expense		(2.2	)		(1.7	)		(4.5	)		(3.6	)
Legal matters		(4.4	)		—			(5.2	)		(0.4	)
Loss on early extinguishment of debt		—			(1.4	)		—			(1.4	)
Net loss on sale of assets and business held for sale		(0.1	)		—			(0.1	)		(2.7	)
Loss on acquisition of business		—			—			—			(0.4	)
Losses attributable to assets held for sale		—			(0.5	)		—			(0.7	)
Net (loss) income	$	(2.3	)	$	20.6		$	(3.0	)	$	20.6

Three Months Ended
April 30,

Six Months Ended
April 30,

2021

2020

2021

2020

Fire & Emergency Adjusted EBITDA

$
21.7

$
10.2

$
31.9

$
12.1

Commercial Adjusted EBITDA

8.3

8.0

15.5

17.9

Recreation Adjusted EBITDA

25.1

(1.1
)

40.2

5.9

Corporate and Other Adjusted EBITDA

(9.6
)

(9.5
)

(18.7
)

(17.5
)
Depreciation and amortization

(8.0
)

(10.9
)

(16.7
)

(21.7
)
Interest expense, net

(5.5
)

(7.3
)

(11.0
)

(14.6
)
(Provision) benefit for income taxes

(7.2
)

10.1

(7.2
)

12.7

Transaction expenses

(0.3
)

(0.9
)

(2.7
)

(2.0
)
Sponsor expense reimbursement

—

—

(0.2
)

(0.1
)
Restructuring costs

—

(2.9
)

(1.0
)

(3.5
)
Restructuring related charges

(0.3
)

(3.2
)

(0.3
)

(3.2
)
Stock-based compensation expense

(1.7
)

(2.9
)

(3.6
)

(5.5
)
Legal matters

—

(1.4
)

(0.4
)

(1.5
)
Loss on early extinguishment of debt

(1.4
)

—

(1.4
)

—

Net loss on sale of assets and business held for sale

—

—

(2.7
)

—

Loss on sale of business

—

(8.8
)

—

(8.8
)
Gain (loss) on acquisition of business

—

11.9

(0.4
)

11.9

(Losses) earnings attributable to assets held for sale

(0.5
)

1.1

(0.7
)

1.3

Deferred purchase price payment

—

—

—

(0.1
)
Net income (loss)

$
20.6

$
(7.6
)

$
20.6

$
(16.7
)

Note 15. Stock Repurchase Program

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 three and six months ended April 30, 2022, the Company repurchased and retired 1,676,122 and 3,656,281 shares under this repurchase program at a total cost of $21.5 million and $45.9 million and at an average price of $12.84 per share and $12.54 per share, respectively.

Note ~~15.~~16. Subsequent ~~Event~~Events

Quarterly Dividend

On June ~~3, 2021,~~2, 2022, the Company’s Board of Directors ~~reinstated~~declared a quarterly cash dividend in the amount of ~~$0.05~~$0.05 per share of common stock, which equates to a rate of ~~$0.20~~$0.20 per share of common stock on an annualized basis, ~~and declared the initial regular dividend for the three months ended April 30, 2021,~~ payable on July 15, ~~2021,~~2022 to shareholders of record on June 30, ~~2021.~~2022.

On March 23, 2020, the board of directors granted Mr. Rodney Rushing a one-time performance stock unit award under the REV Group, Inc. 2016 Omnibus Incentive Plan. On June 2, 2022, the board of directors approved an extension of the performance period of the award by one year until October 31, 2024.

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.

Overview

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 89% of our net sales during the second quarter of fiscal year ~~2021~~2022 came from products where we believe we hold such share position.

Segments

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.

Factors Affecting Our Performance

The primary factors affecting our results of operations include:

General Economic Conditions

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.

Seasonality

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~~season. Additionally, 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.

Impact of Acquisitions

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.

~~On-Going~~

Impact of COVID-19

During our second quarter of fiscal year 2020, the novel coronavirus known as ~~COVID-19~~"COVID-19" spread throughout the world creating a global pandemic. The ~~impact~~pandemic triggered a significant downturn in global commerce and these challenging market conditions may continue for an extended period of COVID-19, and related mutations, continues to be present throughout the world, including in all global and regional markets served by us, and our manufacturing facilities are located in areas that continue to be affected by the pandemic.time. As a result of the spread of COVID-19, we have also experienced ~~labor disruptions,~~ 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 of 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 as essential to the nation’s health and safety, and are critical to the emergency service and transportation infrastructure.

When necessary, we have taken a number of precautionary steps to safeguard our employees and our business from the effects of the outbreak of COVID-19, including closing Recreation vehicle manufacturing locations for 3-6 weeks 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 from time to time, and implemented business continuity plans in an effort to minimize further business disruption and to protect our employees and operations. At times, we have limited discretionary spending, furloughed salaried employees, deferred capital investments and temporarily lowered the salaries of our leadership team.

Our Recreation vehicles dealer network was significantly impacted by the pandemic and many of them suspended normal production activity temporarily before reopening in the third quarter of fiscal year 2020 when consumer demand for recreation vehicles began to accelerate due to an increase in consumer preference to vacation in a safe and socially distant manner. As of April 30, 2021, Recreation segment backlog was significantly higher than the same period in the prior year.

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 first and second ~~quarter~~quarters of fiscal year ~~2021~~2022 impacted our ability to obtain certain raw materials and purchased components that are necessary to our production processes, including the ability to obtain chassis from third party suppliers. We continue to monitor these disruptions and take measures to mitigate the associated risks. ~~However, the impact of possible disruption remains largely out of our control and the risk of unfavorable impact on production at our facilities will likely continue throughout fiscal year 2021.~~

In certain geographies ~~around the globe~~ there has been a resurgence of COVID-19 variant cases and governmental authorities continue to implement numerous measures in an attempt to contain and mitigate the spread of ~~COVID-19.~~COVID-19 and its variants. While the global market 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.

Russia-Ukraine War

In late February 2022, Russia invaded Ukraine. As military activity proceeds and sanctions, export controls and other measures are imposed against Russia, Belarus and specific areas of Ukraine, the war is increasingly affecting the global economy and financial markets, as well as exacerbating ongoing economic challenges, including rising inflation and global supply-chain disruption. Although we do not have direct suppliers based in Russia or Ukraine, additional supply delays and possible shortages of critical components may arise as the conflict progresses and if certain suppliers’ operations and/or subcomponent supply from affected countries are disrupted further. We will continue to monitor and assess the impacts of the Russia-Ukraine war on macroeconomic conditions, our suppliers’ ability to deliver products and cybersecurity risks. See “Risk Factors” below.

Results of Operations


	Three Months Ended April 30,						Six Months Ended April 30,					Three Months Ended April 30,					Six Months Ended April 30,
($ in millions)	2021			2020			2021		2020			2022			2021		2022			2021
Net sales	$	643.6		$	547.0		$	1,197.6	$	1,079.1		$	576.3		$	643.6	$	1,113.3		$	1,197.6
Gross profit		87.4	��		52.4			149.1		99.8			57.1			87.4		112.9			149.1
Selling, general and administrative		48.7			58.1			95.8		104.1			50.5			48.7		98.1			95.8
Restructuring		—			2.9			1.0		3.5			2.9			—		6.6			1.0
Loss on early extinguishment of debt		1.4			—			1.4		—			—			1.4		—			1.4
Loss on business held for sale		—			—			3.8		—
Loss on sale of business		—			8.8			—		8.8
(Gain) loss on acquisition of business		—			(11.9	)		0.4		(11.9	)
Provision (benefit) for income taxes		7.2			(10.1	)		7.2		(12.7	)
Net income (loss)		20.6			(7.6	)		20.6		(16.7	)
Loss on sale of business or business held for sale													0.1			—		0.1			3.8
Loss on acquisition of business													—			—		—			0.4
(Benefit) provision for income taxes													(0.4	)		7.2		(2.2	)		7.2
Net (loss) income													(2.3	)		20.6		(3.0	)		20.6

Net income (loss) per common share
Net (loss) income per common share
Basic	$	0.32		$	(0.12	)	$	0.32	$	(0.27	)	$	(0.04	)	$	0.32	$	(0.05	)	$	0.32
Diluted	$	0.31		$	(0.12	)	$	0.32	$	(0.27	)	$	(0.04	)	$	0.31	$	(0.05	)	$	0.32
Dividends declared per common share	$	—		$	0.05		$	—	$	0.10		$	0.05		$	—	$	0.10		$	—

Adjusted EBITDA	$	45.5		$	7.6		$	68.9	$	18.4		$	23.8		$	45.5	$	42.1		$	68.9
Adjusted Net Income (Loss)	$	25.7		$	(5.8	)	$	34.6	$	(8.8	)
Adjusted Net Income												$	10.6		$	25.7	$	18.6		$	34.6

Net Sales

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Net sales

$
643.6

17.7
%

$
547.0

$
1,197.6

11.0
%

$
1,079.1


Net Sales	Three Months Ended							Six Months Ended
($ in millions)	April 30, 2022		Change			April 30, 2021		April 30, 2022		Change			April 30, 2021
Net sales	$	576.3		-10.5	%	$	643.6	$	1,113.3		-7.0	%	$	1,197.6

Net ~~Sales~~Sales:. Consolidated net sales ~~increased $96.6~~decreased $67.3 million for the three months ended April 30, 2021 compared to the prior year quarter, which included $43.8 million of revenue attributable to two shuttle bus businesses in the Commercial segment that were sold on May 8, 2020. Refer to Note 8, Divestiture Activities, of the Notes to the Condensed Unaudited Consolidated Financial Statements for further details. Excluding the impact of the shuttle bus divestiture, net sales increased $140.4 million for the three months ended April 30, 20212022 compared to the prior year quarter, primarily due to ~~increased~~a decrease in net sales within the F&E and ~~Recreation segments. The~~Commercial segments, partially offset by an increase in net sales ~~volume~~within the Recreation segment. The decrease in net sales in the F&E segment was primarily due to ~~increased~~decreased unit shipments of fire apparatus and ~~price realization within the~~ambulance units resulting from supply chain constraints and an unfavorable mix of fire ~~group~~apparatus, partially offset by ~~decreased shipments of ambulance units.~~price realization. The ~~increase~~decrease in net sales ~~volume~~ in the ~~Recreation~~Commercial segment was primarily the result of increased unit shipments within all product categories driven by retail demand for RVs, and lower discounts and allowances compared to the prior year quarter which was impacted by COVID-19 related disruptions.

Consolidated net sales increased $118.5 million for the six months ended April 30, 2021 compared to the prior year period. Net sales for the prior year period included $96.7 million of revenue attributable to the shuttle bus businesses and $62.6 million of revenue attributable to Spartan ER. Excluding the impact of the shuttle bus divestiture and Spartan ER acquisition, organic net sales increased by $143.9 million for the six months ended April 30, 2021 compared to the prior year period which was impacted by COVID-19 related disruptions, primarily within the second quarter of fiscal year 2020. The increase in organic net sales was primarily due to ~~increased sales within the F&E and Recreation segments, partially offset by a decrease in the Commercial segment sales due to lower~~decreased shipments of ~~school buses and~~ municipal transit buses, ~~due to market softness and production disruptions,~~ partially offset by increased shipments of terminal trucks and street ~~sweepers.~~sweepers, and price realization. The increase in net sales in the Recreation segment was primarily the result of price realization and favorable mix, partially offset by lower line rates and decreased unit shipments related to supply chain disruption and labor constraints in certain businesses.

Gross Profit

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Gross profit

$
87.4

66.8
%

$
52.4

$
149.1

49.4
%

$
99.8

% of net sales

13.6
%

9.6
%

12.4
%

9.3
%

Consolidated net sales decreased $84.3 million for the six months ended April 30, 2022 compared to the prior year period, primarily due to a decrease in net sales within the F&E segment, partially offset by an increase in net sales within the Commercial and Recreation segments. The decrease in sales in the F&E segment was primarily due to decreased unit shipments of fire apparatus and ambulance units resulting from supply chain and labor constraints, and an unfavorable mix of fire apparatus, partially offset by price realization. The increase in the Commercial segment net sales compared to the prior year period was primarily due to increased shipments of school buses, terminal trucks and street sweepers, and price realization, partially offset by decreased shipments of municipal transit buses. The increase in Recreation segment net sales was primarily the result of price realization and favorable mix, partially offset by lower line rates and decreased unit shipments related to supply chain disruption and labor constraints in certain businesses.


Gross Profit	Three Months Ended									Six Months Ended
($ in millions)	April 30, 2022			Change			April 30, 2021			April 30, 2022			Change			April 30, 2021
Gross profit	$	57.1			-34.7	%	$	87.4		$	112.9			-24.3	%	$	149.1
% of net sales		9.9	%					13.6	%		10.1	%					12.4	%

Gross Profit.: Consolidated gross profit ~~increased $35.0~~decreased $30.3 million for the three months ended April 30, ~~2021~~2022 compared to the prior year quarter. ~~Consolidated gross profit, as a percentage of consolidated net sales, was 13.6% for the three months ended April 30, 2021, an increase compared to 9.6% for the three months ended April 30, 2020.~~ The ~~increase~~decrease in gross profit was primarily attributable

to ~~greater~~lower net sales, inefficiencies related to supply chain constraints and costs associated with relocating production of KME branded fire apparatus to other F&E segment facilities within the F&E segment, inflationary pressures, and an unfavorable mix within the F&E and Commercial segments, partially offset by price realization ~~lower discounting~~ and ~~allowances and improved operating leverage as~~ a ~~result of higher sales volumes and productivity initiatives.~~favorable mix in the Recreation segment.

Consolidated gross profit ~~increased $49.3~~decreased $36.2 million for the six months ended April 30, ~~2021~~2022 compared to the prior year period. ~~Consolidated gross profit, as a percentage of consolidated~~ ~~net sales, was 12.4% for the six months ended April 30, 2021, an increase compared to 9.3% for the six months ended April 30, 2020.~~ The ~~increase~~decrease in gross profit was primarily attributable to ~~greater~~lower net sales within the F&E segment, inefficiencies related to supply chain, labor constraints, and relocating production of KME branded fire apparatus to other F&E segment facilities within the F&E segment, inflationary pressures, and unfavorable mix within the F&E and Commercial segments, partially offset by price realization ~~lower discounting~~ and ~~allowances and improved operating leverage as~~ a ~~result of higher sales volumes and productivity initiatives.~~favorable mix in the Recreation segment.

Selling, General and Administrative

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Selling, general and administrative

$
48.7

-16.2
%

$
58.1

$
95.8

-8.0
%

$
104.1


Selling, General and Administrative	Three Months Ended							Six Months Ended
($ in millions)	April 30, 2022		Change			April 30, 2021		April 30, 2022		Change			April 30, 2021
Selling, general and administrative	$	50.5		3.7	%	$	48.7	$	98.1		2.4	%	$	95.8

Selling, General and Administrative.: Consolidated selling, general and administrative (“SG&A”) costs ~~decreased $9.4~~increased $1.8 million for the three months ended April 30, ~~2021~~2022 compared to the prior year quarter. The ~~decrease~~increase in SG&A costs for the three months ended April 30, ~~2021~~2022 was primarily due to ~~reduced restructuring related charges,~~an increase in travel and ~~marketing costs as well as lower depreciation expense.~~legal settlement costs.

Consolidated SG&A costs ~~decreased $8.3~~increased $2.3 million for the six months ended April 30, ~~2021~~2022 compared to the prior year period.The ~~decrease~~increase in SG&A costs for the six months ended April 30, ~~2021,~~2022, was primarily due to ~~reduced restructuring related charges,~~an increase in travel and ~~marketing costs as well as lower depreciation expense.~~legal settlement costs.

Restructuring

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Restructuring

$
—

-100.0
%

$
2.9

$
1.0

-71.4
%

$
3.5

~~Restructuring~~


Restructuring	Three Months Ended					Six Months Ended
($ in millions)	April 30, 2022		Change	April 30, 2021		April 30, 2022		Change			April 30, 2021
Restructuring	$	2.9	n/m	$	—	$	6.6		560.0	%	$	1.0

Restructuring:. Consolidated restructuring costs ~~decreased~~increased $2.9 million for the three months ended April 30, ~~2021~~2022 compared to the prior year quarter. ~~The restructuring~~Restructuring costs for the three months ended April 30, ~~2020,~~2022 were ~~primarily related to headcount reductions in Corporate and the Fire division, as well as lease termination costs~~ related to the ~~closure~~transition of ~~a Spartan ER facility.~~KME branded fire apparatus production to other REV fire group facilities within the F&E segment. Refer to Note 8, Restructuring and Other Related Charges, of the Notes to Condensed Unaudited Consolidated Financial Statements.

Consolidated restructuring costs ~~decreased $2.5~~increased $5.6 million for the six months ended April 30, ~~2021~~2022 compared to the prior ~~year period.~~ ~~The restructuring~~year. Restructuring costs for the six months ended April 30, ~~2021,~~2022 were ~~primarily related to~~ ~~reductions in workforce in Corporate. The restructuring costs for the six months ended April 30, 2020, were primarily related to headcount reductions in Corporate and the Fire division, as well as lease termination costs~~ related to the ~~closure~~transition of ~~a Spartan ER facility.~~KME branded fire apparatus production to other REV fire group facilities within the F&E segment. Refer to Note 8, Restructuring and Other Related Charges, of the Notes to Condensed Unaudited Consolidated Financial Statements.

Loss on Early Extinguishment of Debt

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Loss on early extinguishment of debt

$
1.4

n/m

$
—

$
1.4

n/m

$
—


Loss on Early Extinguishment of Debt	Three Months Ended							Six Months Ended
($ in millions)	April 30, 2022		Change			April 30, 2021		April 30, 2022		Change			April 30, 2021
Loss on early extinguishment of debt	$	—		-100.0	%	$	1.4	$	—		-100.0	%	$	1.4

Loss on Early Extinguishment of ~~Debt~~Debt:. Reflects losses recognized upon extinguishment of our 2017 ABL Facility and Term Loan. The loss is entirely comprised of unamortized debt issuance costs that were written off in connection with this extinguishment.

Loss on Business Held for Sale

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Loss on business held for sale

$
—

n/m

$
—

$
3.8

n/m

$
—


Loss on Sale of Business or Business Held for Sale	Three Months Ended					Six Months Ended
($ in millions)	April 30, 2022		Change	April 30, 2021		April 30, 2022		Change			April 30, 2021
Loss on sale of business or business held for sale	$	0.1	n/m	$	—	$	0.1		-97.4	%	$	3.8

Loss on Sale of Business or Business Held for Sale.: Consolidated losses on sale of business or business held for sale increased by $0.1 million for the three months ended April 30, 2022 compared to the prior year quarter. This was related to the restructuring activities noted within Note 8, Restructuring and Other Related Charges.

Consolidated losses on sale of business or business held for sale decreased by $3.7 million for the six months ended April 30, 2022 compared to the prior year period. 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 six months ended April 30, 2021. Refer to Note 8,7, Divestiture Activities, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

Loss on Sale of Business

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Loss on sale of business

$
—

n/m

$
8.8

$
—

n/m

$
8.8

~~Loss on Sale of Business~~. Effective May 8, 2020, we completed the sale of our shuttle bus businesses for $49.0 million in cash. As a result, we recorded a loss on sale of $8.8 million during the three and six months ended April 30, 2020. Refer to Note 8, Divestiture Activities, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

(Gain) Loss on Acquisition of Business

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

(Gain) loss on acquisition of business

$
—

-100.0
%

$
(11.9
)

$
0.4

-103.4
%

$
(11.9
)


Loss on Acquisition of Business	Three Months Ended					Six Months Ended
($ in millions)	April 30, 2022		Change	April 30, 2021		April 30, 2022		Change			April 30, 2021
Loss on acquisition of business	$	—	n/m	$	—	$	—		-100.0	%	$	0.4

~~(Gain)~~ 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, 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 for further details.~~

During the second quarter of fiscal year 2020, we recorded the preliminary purchase accounting for the acquisition of Spartan ER, which resulted in a gain on acquisition of $11.9 million. Refer to Note 4, Acquisition, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

Provision (Benefit) for Income Taxes

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Provision (benefit) for income taxes

$
7.2

171.3
%

$
(10.1
)

$
7.2

156.7
%

$
(12.7
)


(Benefit) Provision for Income Taxes	Three Months Ended								Six Months Ended
($ in millions)	April 30, 2022			Change			April 30, 2021		April 30, 2022			Change			April 30, 2021
(Benefit) provision for income taxes	$	(0.4	)		-105.6	%	$	7.2	$	(2.2	)		-130.6	%	$	7.2

(Benefit) Provision ~~(Benefit)~~ for Income Taxes.: Consolidated income tax ~~expense~~benefit was ~~$7.2~~$0.4 million for the three months ended April 30, ~~2021,~~2022, or 14.8% of pre-tax loss, compared to $7.2 million of expense, or 25.8% of ~~pre-tax~~pretax income, ~~compared to $10.1 million of benefit, or 56.1% of pre-tax loss,~~ for the three months ended April 30, ~~2020.~~2021. Results for the three months ended April 30, 2022 were unfavorably impacted by $0.3 million of net discrete tax expense related to the loss of a tax attribute. Results for the three months ended April 30, 2021 were favorably impacted by $0.1 million of net discrete tax ~~benefits~~benefit primarily related to stock-based compensation tax deductions. Results for the three months ended April 30, 2020 were favorably impacted by $5.7 million of net discrete tax benefits primarily related to net operating loss carrybacks allowable under the CARES Act and the nontaxable gain on the acquisition of Spartan ER.

Consolidated income tax ~~expense~~benefit was ~~$7.2~~$2.2 million for the six months ended April 30, ~~2021,~~2022, or 42.3% of pre-tax loss, compared to $7.2 million of expense, or 25.9% of ~~pre-tax~~pretax income, ~~compared to $12.7 million of benefit, or 42.5% of pre-tax loss,~~ for the six months ended April 30, ~~2020.~~2021. Results for the six months ended April 30, 2022 were favorably impacted by $0.9 million of net discrete tax benefit primarily related to stock-based compensation tax deductions. Results for the six months ended April 30, 2021 were favorably impacted by $1.2 million of net discrete tax ~~benefits~~benefit related primarily ~~related~~ to the recognition of deferred taxes on assets classified as held for sale and stock-based compensation tax deductions. Results for the six months ended April 30, 2020 were favorably impacted by $5.4 million of net discrete tax benefits primarily related to net operating loss carrybacks allowable under the CARES act and the nontaxable gain on the acquisition of Spartan ER.

Net Income (Loss)

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Net income (loss)

$
20.6

371.1
%

$
(7.6
)

$
20.6

223.4
%

$
(16.7
)


Net (loss) income	Three Months Ended								Six Months Ended
($ in millions)	April 30, 2022			Change			April 30, 2021		April 30, 2022			Change			April 30, 2021
Net (loss) income	$	(2.3	)		-111.2	%	$	20.6	$	(3.0	)		-114.6	%	$	20.6

Net (Loss) Income ~~(Loss)~~.: Consolidated net (loss) income ~~increased $28.2~~decreased $22.9 million for the three months ended April 30, ~~2021~~2022 compared to the prior year quarter primarily due to the factors detailed above.

Consolidated net (loss) income ~~increased $37.3~~decreased $23.6 million for the six months ended April 30, ~~2021~~2022 compared to the prior year period primarily due to the factors detailed above.

Adjusted EBITDA

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Adjusted EBITDA

$
45.5

498.7
%

$
7.6

$
68.9

274.5
%

$
18.4


Adjusted EBITDA	Three Months Ended							Six Months Ended
($ in millions)	April 30, 2022		Change			April 30, 2021		April 30, 2022		Change			April 30, 2021
Adjusted EBITDA	$	23.8		-47.7	%	$	45.5	$	42.1		-38.9	%	$	68.9

Consolidated Adjusted EBITDA ~~increased $37.9~~decreased $21.7 million for the three months ended April 30, ~~2021~~2022 compared to the prior year quarter, primarily due to ~~an increase~~a decrease in Adjusted EBITDA in the F&E and ~~Recreation~~Commercial segments, partially offset by ~~lower~~higher Adjusted EBITDA in the ~~Commercial~~Recreation segment.

Consolidated Adjusted EBITDA ~~increased $50.5~~decreased $26.8 million for the six months ended April 30, ~~2021~~2022 compared to the prior year period, due to ~~an increase~~a decrease in Adjusted EBITDA in the ~~Fire & Emergency~~F&E and ~~Recreation~~Commercial segments, partially offset by ~~lower~~higher Adjusted EBITDA in the ~~Commercial~~Recreation segment.

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) Income ~~(Loss)~~ to Adjusted EBITDA and Adjusted Net Incomes tables and related footnotes.

Adjusted Net Income (Loss)

Three Months Ended

Six Months Ended

($ in millions)

April 30,
2021

Change

April 30,
2020

April 30,
2021

Change

April 30,
2020

Adjusted Net Income (Loss)

$
25.7

543.1
%

$
(5.8
)

$
34.6

493.2
%

$
(8.8
)


Adjusted Net Income	Three Months Ended							Six Months Ended
($ in millions)	April 30, 2022		Change			April 30, 2021		April 30, 2022		Change			April 30, 2021
Adjusted Net Income	$	10.6		-58.8	%	$	25.7	$	18.6		-46.2	%	$	34.6

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) Income ~~(Loss)~~ to Adjusted EBITDA and Adjusted Net Incomes tables and related footnotes.

Fire & Emergency Segment

Three Months Ended
April 30,

Six Months Ended
April 30,

($ in millions)

2021

Change

2020

2021

Change

2020

Net sales

$
307.6

6.3
%

$
289.3

$
588.2

18.6
%

$
495.8

Adjusted EBITDA

21.7

112.7
%

10.2

31.9

163.6
%

12.1

Adjusted EBITDA % of net sales

7.1
%

3.5
%

5.4
%

2.4
%


	Three Months Ended									Six Months Ended
($ in millions)	April 30, 2022			Change			April 30, 2021			April 30, 2022			Change			April 30, 2021
Net sales	$	245.0			-20.4	%	$	307.6		$	482.4			-18.0	%	$	588.2
Adjusted EBITDA		(2.2	)		-110.1	%		21.7			(0.4	)		-101.3	%		31.9
Adjusted EBITDA % of net sales		-0.9	%					7.1	%		-0.1	%					5.4	%

~~Fire & Emergency~~F&E segment net sales ~~increased $18.3~~decreased $62.6 million for the three months ended April 30, 2021 compared to the prior year quarter primarily due to increased unit shipments of fire apparatus and the realization of price increases in fire businesses, partially offset by decreased shipments of ambulances units.

Fire & Emergency segment net sales increased $92.4 million for the six months ended April 30, 2021 compared to the prior year period. Net sales for the prior year period included $62.6 million of revenue attributable to Spartan ER. Excluding the impact of the Spartan ER acquisition, organic net sales increased by $21.1 million for the six months ended April 30, 2021 compared to the prior year period which was primarily due to increased unit shipments of fire apparatus and the realization of price increases in fire businesses, partially offset by decreased shipments of ambulances units.

Fire & Emergency segment Adjusted EBITDA increased $11.5 million for the three months ended April 30, 2021 compared to the prior year quarter primarily due to higher sales volume within the fire group and productivity initiatives that resulted in performance improvements including direct labor efficiencies and lower operating expense within both the fire and ambulance businesses, partially offset by lingering disruptions related to COVID-19.

Fire & Emergency segment Adjusted EBITDA increased $19.8 million for the six months ended April 30, 2021 compared to the prior year period. Spartan ER contributed $3.4 million of Adjusted EBITDA during the prior year period. Excluding the impact of Spartan ER, Fire & Emergency Adjusted EBITDA increased $17.8 million for the six months ended April 30, 2021 compared to the prior year period which was primarily due to higher sales volume within the fire group and productivity initiatives that resulted in performance improvements, including direct labor efficiencies and lower operating expense, within both the fire and ambulance businesses.

~~Commercial Segment~~

Three Months Ended
April 30,

Six Months Ended
April 30,

($ in millions)

2021

Change

2020

2021

Change

2020

Net sales

$
98.4

(31.3
)%

$
143.2

$
181.5

(39.8
)%

$
301.3

Adjusted EBITDA

8.3

3.8
%

8.0

15.5

(13.4
)%

17.9

Adjusted EBITDA % of net sales

8.4
%

5.6
%

8.5
%

5.9
%

Commercial segment net sales decreased $44.8 million for the three months ended April 30, 2021 compared to the prior year quarter. The decrease in net sales compared to the prior year quarter was primarily due to net sales of our shuttle bus businesses, which were sold on May 8, 2020. Excluding the impact of the shuttle bus divestiture, net sales decreased by $1.0 million for the three months ended April 30, 20212022 compared to the prior year quarter. The decrease in net sales was primarily due to ~~lower~~decreased shipments of ~~school buses~~fire apparatus and ~~municipal transit buses due to COVID-19 related market softness~~ambulance units resulting from supply chain disruptions and ~~production disruptions,~~an unfavorable mix of fire apparatus, partially offset by ~~increased shipments of terminal trucks and street sweepers.~~price realization.

~~Commercial~~

F&E segment net sales decreased ~~$119.8~~$105.8 million for the six months ended April 30, 2021 compared to the prior year period. The decrease in net sales compared to the prior year period was primarily due to net sales of our shuttle bus businesses, which were sold on May 8, 2020. Excluding the impact of the shuttle bus divestiture, net sales decreased by $23.1 million for the six months ended April 30, 20212022 compared to the prior year period. The decrease in net sales was primarily due to ~~lower~~decreased shipments of ~~school buses~~fire apparatus and ambulance units resulting from supply chain disruption and labor constraints and an unfavorable mix of fire apparatus, partially offset by price realization.

F&E segment Adjusted EBITDA decreased $23.9 million for the three months ended April 30, 2022 compared to the prior year quarter. The decrease was primarily due to lower sales volume, an unfavorable mix of fire apparatus, inefficiencies related to supply chain disruptions, and inflationary pressures, partially offset by price realization.

F&E segment Adjusted EBITDA decreased $32.3 million for the six months ended April 30, 2022 compared to the prior year period. The decrease was primarily due to lower sales volume, and inefficiencies related to supply chain disruption and labor constraints, partially offset by price realization.

Commercial Segment


	Three Months Ended									Six Months Ended
($ in millions)	April 30, 2022			Change			April 30, 2021			April 30, 2022			Change			April 30, 2021
Net sales	$	90.7			-7.8	%	$	98.4		$	188.3			3.7	%	$	181.5
Adjusted EBITDA		4.4			-47.0	%		8.3			12.2			-21.3	%		15.5
Adjusted EBITDA % of net sales		4.9	%					8.4	%		6.5	%					8.5	%

Commercial segment net sales decreased $7.7 million for the three months ended April 30, 2022 compared to the prior year quarter. The decrease in net sales was primarily due to decreased shipments of municipal transit buses, ~~due to COVID-19 related market softness and production disruptions,~~ partially offset by increased shipments of terminal trucks and street ~~sweepers.~~sweepers, and price realization.

Commercial segment net sales increased $6.8 million for the six months ended April 30, 2022 compared to the prior year period. The increase in net sales was primarily due to increased shipments of school buses, terminal trucks and street sweepers, and price realization, partially offset by decreased shipments of municipal transit buses.

Commercial segment Adjusted EBITDA ~~increased $0.3~~decreased $3.9 million for the three months ended April 30, ~~2021~~2022 compared to the prior year ~~quarter~~quarter. The decrease was primarily due to ~~improved profitability as a result~~an unfavorable mix of ~~increased sales volumes~~school buses, lower shipments and ~~productivity initiatives in the terminal truck~~an unfavorable mix of municipal transit buses, inefficiencies related to supply chain disruptions, and ~~street sweeper businesses as well as SG&A spend reductions across all businesses,~~inflationary pressures, partially offset by ~~lower sales volume~~increased shipments and ~~production disruptions within the bus group.~~improved profitability of terminal trucks and price realization.

Commercial segment Adjusted EBITDA decreased ~~$2.4~~$3.3 million for the six months ended April 30, ~~2021~~2022 compared to the prior year ~~period~~period. The decrease was primarily due to an unfavorable mix of school buses, lower ~~sales volume within the Bus group,~~shipments and an unfavorable mix of municipal transit buses, inefficiencies related to supply chain disruptions, and inflationary pressures, partially offset by increased shipments of street sweepers, increased shipments and improved profitability ~~as a result~~ of ~~increased sales volume~~terminal trucks, and ~~productivity initiatives in the terminal truck and street sweeper businesses as well as SG&A spend reductions across all businesses.~~price realization.

Recreation Segment


	Three Months Ended April 30,									Six Months Ended April 30,									Three Months Ended									Six Months Ended
($ in millions)	2021			Change			2020			2021			Change			2020			April 30, 2022			Change			April 30, 2021			April 30, 2022			Change			April 30, 2021
Net sales	$	237.9			108.7	%	$	114.0		$	428.0			52.4	%	$	280.9		$	241.0			1.3	%	$	237.9		$	443.6			3.6	%	$	428.0
Adjusted EBITDA		25.1			2381.8	%		(1.1	)		40.2			581.4	%		5.9			28.7			14.3	%		25.1			45.8			13.9	%		40.2
Adjusted EBITDA % of net sales		10.6	%					-1.0	%		9.4	%					2.1	%		11.9	%					10.6	%		10.3	%					9.4	%

Recreation segment net sales increased ~~$123.9~~$3.1 million for the three months ended April 30, ~~2021~~2022 compared to the prior year ~~quarter~~quarter. The increase was primarily due to ~~increased~~strong price realization and favorable mix, partially offset by lower line rates and unit ~~sales~~shipments related to supply chain disruption and labor constraints in all product categories as well as lower discounting and allowances versus the prior year quarter which was impacted by COVID-19 related disruptions, including the suspension of normal production activities at allcertain businesses.

Recreation segment net sales increased ~~$147.1~~$15.6 million for the six months ended April 30, ~~2021~~2022 compared to the prior year ~~period~~period. The increase was primarily due to ~~increased~~strong price realization and favorable mix, partially offset by lower line rates and unit ~~sales~~shipments related to supply chain disruption and labor constraints in all product categories as well as lower discounting and allowances versus the prior year period which was impacted by COVID-19 related disruptions, including the suspension of normal production activities at all businesses, primarily within the second quarter of fiscal year 2020.certain businesses.

Recreation segment Adjusted EBITDA increased ~~$26.2~~$3.6 million for the three months ended April 30, ~~2021~~2022 compared to the prior year ~~quarter~~quarter. The increase was primarily due to ~~increased sales volume, lower discounting~~strong price realization and ~~allowances~~favorable mix, partially offset by inefficiencies resulting from supply chain disruption and ~~productivity initiatives that resulted~~labor constraints in ~~improved performance~~certain businesses, and ~~lower operating expense across all businesses.~~inflationary pressures.

Recreation segment Adjusted EBITDA increased ~~$34.3~~$5.6 million for the six months ended April 30, ~~2021~~2022 compared to the prior year ~~period~~period. The increase was primarily due to ~~increased sales volume, lower discounting~~strong price realization and ~~allowances~~favorable mix, partially offset by inefficiencies resulting from supply chain disruption and ~~productivity initiatives that resulted~~labor constraints in ~~improved performance~~certain businesses, and ~~lower operating expense across all businesses.~~inflationary pressures.

Backlog

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)	April 30, 2022		January 31, 2022		April 30, 2021
Fire & Emergency	$	1,788.3	$	1,655.1	$	1,099.0
Commercial		531.1		459.8		303.1
Recreation		1,302.7		1,282.6		940.5
Total Backlog	$	3,622.1	$	3,397.5	$	2,342.6

($ in millions)

April 30,
2021

January 31,
2021

April 30,
2020

Fire & Emergency

$
1,099.0

$
1,017.9

$
1,111.7

Commercial

303.1

234.0

413.2

Recreation

940.5

754.3

122.9

Total Backlog

$
2,342.6

$
2,006.2

$
1,647.8

Each of our three segments has a backlog of new vehicle orders that generally extends out from ~~two~~nine to ~~twelve~~eighteen 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 April 30, ~~2021,~~2022, our backlog was ~~$2,342.6~~$3,622.1 million compared to ~~$1,647.8~~$2,342.6 million as of April 30, ~~2020.~~2021. The increase in ~~total~~consolidated backlog was primarily due to ~~a significant~~strong order intake within the segments, and lower throughput related to supply chain and labor constraints in certain businesses. The increase in F&E segment backlog was primarily the ~~Recreation~~result of strong orders for fire apparatus and ambulance units. The increase in Commercial segment backlog was primarily the result of increased orders for school buses, municipal transit buses, terminal trucks and street sweepers, partially offset by a ~~decrease~~decline in ~~the Fire & Emergency and Commercial segments.~~orders for municipal transit buses. The increase in Recreation segment backlog was primarily the result of strong order intake ~~across all~~in several product ~~categories. The decrease in Fire & Emergency segment backlog was primarily the result of increased throughput within the fire group~~categories and a decrease in orders for legacy fire apparatus related to end market softness throughout the latter half of fiscal year 2020, partially offset by an increase of orders for ambulance units. The decrease in Commercial segment backlog was primarily the result of the divestiture of two shuttle bus businesses, a decrease in orders for school buses related to COVID-19 disruptions and timing of a large municipal transit order partially offset by strong order intake in the terminal trucks and street sweepers.pricing actions.

Liquidity and Capital Resources

General

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.~~strategy for at least twelve months. However, we cannot assure you that cash provided by operating activities and borrowings under the current 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 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.

Cash Flow

The following table shows summary cash flows for the six months ended April 30, ~~2021~~2022 and April 30, ~~2020:~~2021:

Six Months Ended
April 30,

($ in millions)

2021

2020

Net cash provided by operating activities

$
37.1

$
22.0

Net cash provided by (used in) investing activities

3.3

(58.5
)
Net cash (used in) provided by financing activities

(44.1
)

54.7

Net (decrease) increase in cash and cash equivalents

$
(3.7
)

$
18.2


	Six Months Ended April 30,
($ in millions)	2022			2021
Net cash provided by operating activities	$	27.4		$	37.1
Net cash (used in) provided by investing activities		(5.9	)		3.3
Net cash used in financing activities		(28.9	)		(44.1	)
Net decrease in cash and cash equivalents	$	(7.4	)	$	(3.7	)

Net Cash Provided by Operating Activities

Net cash provided by operating activities for the six months ended April 30, ~~2021~~2022 was ~~$37.1~~$27.4 million ~~compared~~and was primarily related to ~~$22.0 million for~~ the ~~six months ended April 30, 2020.~~increase of customer advances and timing of payable payments, partially offset by a decrease in accounts receivable receipts, an increase in inventory, and a net loss recognized during the period. The generation of positive cash from operating activities for the six months ended April 30, 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) Provided by ~~(Used in)~~ Investing Activities

Net cash used in investing activities for the six months ended April 30, 2022 was $5.9 million and was related to the cash paid for capital expenditures, partially offset by cash received in connection with the sales of certain assets. Net cash provided by investing activities for the six months ended April 30, 2021 was $3.3 million and was primarily related to the proceeds from the sale of land ~~($8.7 million)~~for $8.7 million and other assets, partially offset by cash paid for capital expenditures.

Net Cash Used in Financing Activities

Net cash used in ~~investing~~financing activities for the six months ended April 30, ~~2020~~2022 was ~~$58.5~~$28.9 million, which primarily consisted of share repurchases of $45.9 million, dividends paid of $6.4 million and ~~was primarily related to~~ the ~~acquisition~~payment of ~~Spartan ER~~taxes on ~~February 1, 2020.~~

~~Net Cash (Used in) Provided~~vested share based payment awards and other financing activities of $4.6 million, partially offset by ~~Financing Activities~~

net proceeds from our 2021 ABL Facility for $28.0 million. Net cash used in financing activities for the six months ended April 30, 2021 was $44.1 million, which primarily consisted of net proceeds from our 2021 ABL Facility offset by the use of those proceeds to repay the 2017 ABL Facility and Term Loan, and payments for debt issuance costs. Net cash provided by financing activities for the six months ended April 30, 2020 was $54.7 million, which primarily consisted of net borrowings to fund the acquisition of Spartan ER and to pay quarterly dividends.

Dividends

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 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 ~~announced~~cannot assure you that we will declare dividends or have sufficient funds to pay dividends on our common stock in the ~~suspension of our quarterly dividend beginning the second quarter of fiscal year 2020. In the six months ended April 30, 2020, we paid cash dividends of $6.3 million.~~

~~On June 3, 2021, our Board of Directors reinstated a~~future. A quarterly cash dividend was declared in the amount of ~~$0.05~~$.05 per share of common stock ~~which equates to a rate of $0.20 per share of common stock on an annualized basis and declared the initial regular dividend for the three months ended April 30, 2021,~~ payable on July 15, ~~2021,~~2022, to shareholders of record on June 30, ~~2021.~~2022. During the second quarter of fiscal year 2022, we paid cash dividends of $3.1 million. To date during fiscal year 2022, we have paid cash dividends of $6.4 million.

2021 ABL Facility

On April 13, 2021, wethe Company entered into a $550.0 million revolving credit agreement (the “2021 ABL Facility” or “2021 ABL Agreement”) with a syndicate of lenders. The 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $550.0 million. The total credit facility is subject to a $30.0 million sublimit for swing line loans and a $35.0 million sublimit for letters of 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 ~~Credit~~2021 ABL Agreement. The ~~Credit~~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 2021 ABL Agreement serves as refinancing of indebtedness and terminates the Company’s 2017 ABL Facility and Term Loan.~~

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

We were in compliance with all financial covenants under the 2021 ABL Agreement as of April 30, ~~2021.~~2022. As of April 30, ~~2021,~~2022, the Company’s availability under the 2021 ABL Facility was ~~$223.1~~$293.6 million.

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

Adjusted EBITDA and Adjusted Net Income

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~~Net Income (Loss) for the relevant period before depreciation and amortization, interest expense, 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,~~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 (Loss) 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 (Loss) 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:

•

our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•

changes in, or cash requirements for, our working capital needs;

•

the cash requirements necessary to service interest or principal payments on our debt;

•

the cash requirements to pay our taxes.

•

~~our cash expenditures, or future requirements for capital expenditures or contractual commitments;~~

•

~~changes in, or cash requirements for, our working capital needs;~~

•

~~the cash requirements necessary to service interest or principal payments on our debt;~~

•

~~the cash requirements to pay our taxes.~~

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


	Three Months Ended April 30,					Six Months Ended April 30,					Three Months Ended April 30,					Six Months Ended April 30,
($ in millions)	2021		2020			2021		2020			2022			2021		2022			2021
Net income (loss)	$	20.6	$	(7.6	)	$	20.6	$	(16.7	)
Net (loss) income											$	(2.3	)	$	20.6	$	(3.0	)	$	20.6
Depreciation and amortization		8.0		10.9			16.7		21.7			8.7			8.0		18.3			16.7
Interest expense, net		5.5		7.3			11.0		14.6			3.5			5.5		6.9			11.0
Loss on early extinguishment of debt		1.4		—			1.4		—			—			1.4		—			1.4
Provision (benefit) for income taxes		7.2		(10.1	)		7.2		(12.7	)
(Benefit) provision for income taxes												(0.4	)		7.2		(2.2	)		7.2
EBITDA		42.7		0.5			56.9		6.9			9.5			42.7		20.0			56.9
Transaction expenses(a)		0.3		0.9			2.7		2.0			0.3			0.3		0.5			2.7
Sponsor expense reimbursement(b)		—		—			0.2		0.1			—			—		0.1			0.2
Restructuring costs(c)		—		2.9			1.0		3.5			2.9			—		6.6			1.0
Restructuring related charges(d)		0.3		3.2			0.3		3.2			4.4			0.3		5.1			0.3
Stock-based compensation expense(e)		1.7		2.9			3.6		5.5			2.2			1.7		4.5			3.6
Legal matters(f)		—		1.4			0.4		1.5			4.4			—		5.2			0.4
Net loss on sale of assets and business held for sale(g)		—		—			2.7		—			0.1			—		0.1			2.7
Loss on sale of business(h)		—		8.8			—		8.8
(Gain) loss on acquisition of business(i)		—		(11.9	)		0.4		(11.9	)
Losses (earnings) attributable to assets held for sale(j)		0.5		(1.1	)		0.7		(1.3	)
Deferred purchase price payment(k)		—		—			—		0.1
Loss on acquisition of business(h)												—			—		—			0.4
Losses attributable to assets held for sale(i)												—			0.5		—			0.7
Adjusted EBITDA	$	45.5	$	7.6		$	68.9	$	18.4		$	23.8		$	45.5	$	42.1		$	68.9

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


	Three Months Ended April 30,						Six Months Ended April 30,
($ in millions)	2022			2021			2022			2021
Net (loss) income	$	(2.3	)	$	20.6		$	(3.0	)	$	20.6
Amortization of intangible assets		2.0			2.5			4.4			5.1
Transaction expenses(a)		0.3			0.3			0.5			2.7
Sponsor expense reimbursement(b)		—			—			0.1			0.2
Restructuring costs(c)		2.9			—			6.6			1.0
Restructuring related charges(d)		4.4			0.3			5.1			0.3
Stock-based compensation expense(e)		2.2			1.7			4.5			3.6
Legal matters(f)		4.4			—			5.2			0.4
Net loss on sale of assets and business held for sale(g)		0.1			—			0.1			2.7
Loss on acquisition of business(h)		—			—			—			0.4
Losses attributable to assets held for sale(i)		—			0.5			—			0.7
Loss on early extinguishment of debt(j)		—			1.4			—			1.4
Accelerated depreciation on certain property, plant, and equipment (k)		0.9			—			2.3			—
Income tax effect of adjustments(l)		(4.3	)		(1.6	)		(7.2	)		(4.5	)
Adjusted Net Income	$	10.6		$	25.7		$	18.6		$	34.6

Three Months Ended
April 30,

Six Months Ended
April 30,

($ in millions)

2021

2020

2021

2020

Net income (loss)

$
20.6

$
(7.6
)

$
20.6

$
(16.7
)
Amortization of intangible assets

2.5

3.4

5.1

7.4

Transaction expenses(a)

0.3

0.9

2.7

2.0

Sponsor expense reimbursement(b)

—

—

0.2

0.1

Restructuring costs(c)

—

2.9

1.0

3.5

Restructuring related charges(d)

0.3

3.2

0.3

3.2

Stock-based compensation expense(e)

1.7

2.9

3.6

5.5

Legal matters(f)

—

1.4

0.4

1.5

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

—

—

2.7

—

Loss on sale of business(h)

—

8.8

—

8.8

(Gain) loss on acquisition of business(i)

—

(11.9
)

0.4

(11.9
)
Losses (earnings) attributable to assets held for sale(j)

0.5

(1.1
)

0.7

(1.3
)
Deferred purchase price payment(k)

—

—

—

0.1

Loss on early extinguishment of debt(l)

1.4

—

1.4

—

Impact of tax rate change(m)

—

(3.5
)

—

(3.5
)
Income tax effect of adjustments(n)

(1.6
)

(5.2
)

(4.5
)

(7.5
)
Adjusted Net Income (Loss)

$
25.7

$
(5.8
)

$
34.6

$
(8.8
)
(a)

Reflects costs incurred in connection with business acquisitions, dispositions, and capital market transactions. These expenses consist primarily of legal, accounting and due diligence expenses.

(b)

Reflects the reimbursement of expenses to our primary equity holder.

(c)

Restructuring costs in the current fiscal year incurred in connection with the announced closure of certain facilities within the F&E segment.

~~(a)~~

~~Reflects costs incurred in connection with business acquisitions and capital market transactions. These expenses consist primarily of legal, accounting and due diligence expenses.~~

~~(b)~~

~~Reflects the reimbursement of expenses to our primary equity holder.~~

~~(c)~~

Restructuring expenses for the six months ended April 30, 2021, consisted of personnel costs, including severance, vacation and other employee benefit payments associated with headcount reductions in Corporate.

Restructuring expenses ~~for~~in the ~~three and six months ended April 30, 2020,~~prior fiscal year consisted of personnel costs, including severance, vacation and other employee benefit payments associated with headcount reductions in ~~Corporate~~Corporate.

(d)

Reflects costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420.

(e)

Reflects expenses associated with the vesting of equity awards including employer payroll taxes.

(f)

Reflects legal fees and costs incurred to litigate and settle legal claims against us which are outside the ~~Fire division,~~normal course of business. Costs include payments: (i) for fees and costs to litigate and settle non-ordinary course intellectual property and dealer disputes, (ii) for fees and costs to litigate the putative securities class actions and derivative action pending against us and certain of our directors and officers (iii) for fees to settle certain claims arising from a putative class action in the state of California (iv) fees and costs to settle indemnification liabilities and other claims arising of previously disposed of businesses.

(g)

The current fiscal year reflects a loss on the sale of a business within the F&E segment as ~~well as lease termination costs~~part of the restructuring activities during the second quarter of fiscal year 2022.

(h)

Reflects the initial gain and subsequent adjustments on the acquisition of Spartan ER, which was completed on February 1, 2020.

(i)

Adjusted EBITDA attributable to businesses that are or were classified as held for sale, which represents REV Brazil during the first and second quarters of fiscal year 2021.

(j)

Reflects losses recognized upon extinguishment of our 2017 ABL Facility and Term Loan. The loss is entirely comprised of unamortized debt issuance costs that were written off in connection with this extinguishment.

(k)

Reflects accelerated deprecation that was incurred in connection with the announced closure of certain facilities within the F&E segment.

(l)

Income tax effect of adjustments using a ~~Spartan ER facility.~~

26.5% effective income tax rate for the three and six months ended April 30, 2022 and April 30, 2021, except for certain transaction expenses and losses attributable to assets held for sale.

~~(d)~~

~~Reflects costs that are directly attributable to restructuring activities, including leadership changes, but do not meet the definition of restructuring under ASC 420.~~

~~(e)~~

~~Reflects expenses associated with the vesting of equity awards.~~

~~(f)~~

Reflects legal fees and costs incurred to litigate and settle legal claims against us which are outside the normal course of business. Costs include payments: (i) for fees and costs to litigate and settle non-ordinary course intellectual property disputes and (ii) for fees and costs to litigate the putative securities class actions and derivative action pending against us and certain of our directors and officers.

~~(g)~~

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 during the first quarter of fiscal year 2021. We also recorded $1.1 million gain related to the sale of land previously included within the Fire & Emergency segment. Refer to Note 8, Divestiture Activities, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

~~(h)~~

Reflects losses related to the sale of our shuttle bus businesses, which was completed on May 8, 2020. Refer to Note 8, Divestiture Activities, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

~~(i)~~

Reflects the initial gain and subsequent adjustments on the acquisition of Spartan ER, which was completed on February 1, 2020. Refer to Note 4, Acquisition, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

~~(j)~~

Adjusted EBITDA attributable to businesses that are or were classified as held for sale, which represents REV Brazil during the first and second quarters of fiscal year 2021 and REV Coach and Shuttle bus businesses during the same period last year.

~~(k)~~

~~Reflects the expense associated with the deferred purchase price payments to sellers of Lance.~~

~~(l)~~

~~(m)~~

Reflects the provisional impact of net operating loss carrybacks as a result of the CARES Act. Refer to Note 12, Income Taxes, of the Notes to Condensed Unaudited Consolidated Financial Statements for further details.

~~(n)~~

Income tax effect of adjustments using a 26.5% effective income tax rate for the three and six months ended April 30, 2021 and April 30, 2020, except for certain transaction expenses, impact of tax rate change and losses attributable to assets held for sale.

Off-Balance Sheet Arrangements

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. 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. Refer to Note 13, Commitments and Contingencies, of the Notes to Condensed Unaudited Consolidated Financial Statements for additional discussion.

Critical Accounting Policies and Estimates

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.

Recent Accounting Pronouncements

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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.

Item 4. Controls and Procedures.

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 April 30, ~~2021.~~2022.

During the quarter ended April 30, ~~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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our legal proceedings, 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.

Item 1A. Risk Factors

~~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 the fiscal year ended October 31, 2020,~~10-K. Except as disclosed below, there are no other ~~than as follows:~~

~~The COVID-19 pandemic has impacted, and could~~material changes in our risk factors from those disclosed in the ~~future materially~~Form 10-K.

Increased economic and ~~adversely affect, our business.~~

The novel strain of the coronavirus identified in China in late 2019 (COVID-19) has impacted and is expected to continue to impact our operations, and the full nature and extent of the impact is highly uncertain and may be beyond our control. Among other things, uncertainties relating to COVID-19 include the duration of the outbreak, the severity of the virus and the actions, or perception of actions, that may be taken to contain or treat its impact, by governments and others,political instability, including ~~declarations of states of emergency, business closures, manufacturing restrictions and a prolonged period of travel, commercial and/or other similar restrictions and limitations.~~While many of actions implemented to mitigate the spread of COVID-19 have been rolled back in certain markets, and the spread of COVID-19 appears to be decreasing in the United States, the effects of the pandemic are uncertain and expected to continue to impact our business.

As a result of COVID-19 and the measures implemented that are designed to contain its spread, our customers have been and could continue to be negatively impacted, resulting in a disruption in demand which could negatively impact our sales and have a material adverse effect on our business, results of operations and financial condition. Similarly, as a result of ~~COVID-19~~the conflict between Russia and ~~measures implemented~~Ukraine, may adversely affect our business, financial condition, and results of operations.

In late February 2022, Russia launched a military attack on Ukraine. In response, many countries have imposed sanctions against Russian businesses and citizens. This conflict has also resulted in significant volatility and disruptions to the global markets. It is not possible to predict the short- or long-term implications of this conflict, which could include but are not limited to further sanctions, uncertainty about economic and political stability, increases in inflation rates and energy prices, supply chain challenges and adverse effects on currency exchange rates and financial markets. In addition, the U.S. government has reported that ~~are designed~~U.S. sanctions against Russia in response to ~~contain its spread,~~the conflict could lead to an increased threat of cyberattacks (including increased risk of data breach and other threats from ransomware, destructive malware, distributed denial-of-service attacks, as well as fraud, spam, and fake accounts, or other illegal activity conducted generally by bad actors seeking to take advantage of us, our partners or end-customers) against U.S. companies. These increased threats could pose risks to the security of our information technology systems, our network and our product offerings and/or service offerings for our products, as well as the confidentiality, availability and integrity of our data.

Although we do not have operations outside the United States, we may experience indirect impacts to our operations, such as supply chain disruptions, due to our relationships with suppliers in both of these countries. The potentially destabilizing effects of the Russia and Ukraine conflict or the potential for a larger conflict could have other effects on our business.In addition, these factors could heighten many of our known risks described under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common stock repurchases

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


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)
February 1 - February 28, 2022		160,183	$	12.88		2,390,342	$	119.7
March 1 - March 31, 2022		280,076	$	13.56		2,670,418	$	115.9
April 1 - April 30, 2022		1,235,863	$	12.67		3,906,281	$	100.2
Total		1,676,122

(1)

On September 2, 2021, the Company’s Board of Directors approved the authorization of a new share repurchase program that allows 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 second quarter of fiscal year 2022, the Company repurchased 1,676,122 shares under this repurchase program at a total cost of $21.5 million at an average price of $12.84 per share.

Dividend Policy

Subject to legally available funds and the discretion of our board of directors, we may or may not have the materials, capacity, or capability to enable the manufacture of our products according to our schedule and specifications. For example, from time to time during the pandemic, we have experienced delayspay a quarterly cash dividend in the ~~supply~~future on our common stock. During second quarter of ~~certain components for~~fiscal year 2022, the Company paid cash dividends of $3.1 million. During the six months ended April 30, 2022, the company paid cash dividends $6.4 million. Our ability to pay dividends is dependent on our ~~vehicles. Because~~ABL loan and board of ~~impacts~~directors approval. See our Annual Report on Form 10-K on “Item 1A. Risk Factors—Risks Related to ~~suppliers’ operations,~~Legal, Regulatory and Compliance Matters—We cannot assure you that we ~~may need~~will continue to ~~seek alternate suppliers, which may be more expensive, may not be available~~declare dividends or ~~may result in delays in shipments~~have sufficient funds to ~~us and subsequently to~~pay dividends on our ~~customers, each of which would affect our results of operations.~~common stock.”

The COVID-19 pandemic has also disrupted our internal operations, including by heightening the risk that a significant portion of our workforce will suffer illness or otherwise not be permitted or be unable to work and exposing us to cyber and other risks

~~associated with a large number of our employees working remotely. For example, beginning the week of~~Item 5. Other Items

On March 23, 2020, ~~we suspended normal production activities within~~ the ~~Recreation segment at all four~~board of our RV production facilities in Indiana and California and restarted in May 2020. Also, certain facilities have experienced shutdowns extending for multiple production days consistent with our mitigation protocols to testdirectors granted Mr. Rodney Rushing a one-time performance stock unit award under the ~~full facility workforce for COVID and complete~~REV Group, Inc. 2016 Omnibus Incentive Plan. On June 2, 2022, the ~~appropriate cleaning process. We cannot predict whether our facilities will experience additional disruptions or more significant or frequent disruptions in the future.~~

~~In addition, the COVID-19 pandemic has led to disruption and volatility in the global capital markets, which could impact our capital resources and liquidity in the future.~~

Further, if our operations, employees, suppliers or customers are adversely impacted by COVID-19, including individual infections leading to injury or death, or the inability for us to meet our contractual obligations, then we may be exposed to reputational, competitive, operational, financial and business harm as well as litigation and regulatory action. The costs and operational consequencesboard of ~~responding to the above items could be significant and could adversely impact our results.~~

~~The impact~~directors approved an extension of the COVID-19 pandemic continues to evolve and its duration and ultimate disruption to our customers and to our supply chain, and related financial impact to us, cannot be estimated at this time. Should such disruption continue for an extendedperformance period of ~~time,~~ the impact could have a more severe adverse effect on our business, results of operations and financial condition. Additionally, weaker economic conditions generally could result in impairment in value of our tangible or intangible assets, or our ability to raise additional capital, if needed.award by one year until October 31, 2024.

Item 6. Exhibits.

~~Exhibit~~ ~~Number~~		~~Description~~
Exhibit Number
~~10.1~~		Credit Agreement, dated as of April 13, 2021, by and among the Company, as Borrower, certain subsidiaries of the Company, as other Loan Parties, the Lenders party thereto and JPMorgan Bank, N.A., as Administrative Agent. (Incorporated by reference as Exhibit 10.1 of the REV Group, Inc. Current Report on Form 8-K (file no. 001-37999), filed on April 13, 2021).Description
31.1* 10.1*		Amendment dated June 2, 2022 to the initial offer letter, dated March 5, 2020, between the Registrant and Rodney Rushing
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)

* Filed herewith.

SIGNATURES

~~Filed herewith.~~

~~SIGNATURES~~

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.


	REV GROUP, INC.

Date: June 7, ~~2021~~2022	By:	/s/ Rodney N. Rushing
		Rodney N. Rushing
		Chief Executive Officer

Date: June 7, ~~2021~~2022	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Chief Financial Officer

3635


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

				(Audited)
	April 30, 2021			October 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	7.7		$	11.4
Accounts receivable, net		231.1			229.3
Inventories, net		532.9			537.2
Other current assets		29.8			34.1
Assets held for sale		8.6			—
Total current assets		810.1			812.0
Property, plant and equipment, net		154.5			168.4
Goodwill		157.3			157.3
Intangible assets, net		131.1			136.1
Right of use assets		18.3			23.2
Other long-term assets		21.6			15.3
Total assets	$	1,292.9		$	1,312.3
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	1.7
Accounts payable		137.2			169.5
Customer advances		177.7			170.1
Accrued warranty		22.6			24.1
Short-term lease obligations		7.5			8.4
Liabilities held for sale		8.8			—
Other current liabilities		85.2			73.5
Total current liabilities		439.0			447.3
Long-term debt, less current maturities		306.0			340.5
Deferred income taxes		4.1			2.9
Long-term lease obligations		12.2			16.9
Other long-term liabilities		32.8			32.4
Total liabilities		794.1			840.0
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; 64,734,396 and 63,403,326 shares issued and outstanding, respectively)		0.1			0.1
Additional paid-in capital		502.2			496.1
Retained deficit		(0.5	)		(21.1	)
Accumulated other comprehensive loss		(3.0	)		(2.8	)
Total shareholders' equity		498.8			472.3
Total liabilities and shareholders' equity	$	1,292.9		$	1,312.3


			(Audited)
	April 30, 2022		October 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	5.9	$	13.3
Accounts receivable, net		222.2		213.3
Inventories, net		562.9		481.7
Other current assets		27.9		52.7
Assets held for sale		5.7		—
Total current assets		824.6		761.0
Property, plant and equipment, net		144.4		157.6
Goodwill		157.3		157.3
Intangible assets, net		121.9		126.3
Right of use assets		22.6		19.1
Other long-term assets		15.0		17.0
Total assets	$	1,285.8	$	1,238.3
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	144.7	$	116.2
Customer advances		275.3		210.6
Accrued warranty		21.2		22.3
Short-term lease obligations		7.7		7.1
Other current liabilities		68.3		80.8
Total current liabilities		517.2		437.0
Long-term debt		243.0		215.0
Deferred income taxes		23.4		21.4
Long-term lease obligations		15.7		12.8
Other long-term liabilities		23.0		33.3
Total liabilities		822.3		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; 61,447,894 and 64,584,291 shares issued and outstanding, respectively)		0.1		0.1
Additional paid-in capital		456.0		502.1
Retained earnings		7.3		16.7
Accumulated other comprehensive income (loss)		0.1		(0.1	)
Total shareholders' equity		463.5		518.8
Total liabilities and shareholders' equity	$	1,285.8	$	1,238.3

	Common Stock				Additional Paid-in			Retained Earnings			Non-controlling			Accumulated Other Comprehensive			Total Shareholders'
	Amount		# Shares		Capital			(Deficit)			Interest			Loss			Equity			Common Stock				Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
Balance, October 31, 2019	$	0.1		62,217,486 Sh.	$	490.8		$	15.8		$	0.2		$	(1.7	)	$	505.2
																				Amount		# Shares		Capital			Earnings			(Loss) Income			Equity
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 income, 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
Net loss									(7.6	)								(7.6	)									(2.3	)					(2.3	)
Stock-based compensation expense																									2.2									2.2
Other comprehensive income, net of tax																															0.1			0.1
Repurchase and retirement of common stock																					—		(1,676,122 Sh.)		(21.5	)								(21.5	)
Dividends declared on common stock																												(3.1	)					(3.1	)
Balance, April 30, 2022																				$	0.1		61,447,894 Sh.	$	456.0		$	7.3		$	0.1		$	463.5

																				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
Net income																												20.6						20.6
Other comprehensive loss, net of tax															(0.1	)		(0.1	)												(0.2	)		(0.2	)
Stock-based compensation expense						2.9												2.9							1.6									1.6
Vesting and issuance of restricted stock units and awards, net of forfeitures and employee tax withholdings		—		717,054 Sh.		(1.2	)											(1.2	)
Reclassification of liability awards						(1.7	)											(1.7	)
Dividends declared on common stock									(3.3	)								(3.3	)
Balance, April 30, 2020	$	0.1		63,397,526 Sh.	$	494.2		$	(7.6	)	$	—		$	(1.8	)	$	484.9
Exercise of common stock options																					—		191,000 Sh.		1.5									1.5
Issuance of restricted stock awards																					—		63,615 Sh.		—									—
Balance, April 30, 2021																				$	0.1		64,734,396 Sh.	$	502.2		$	(0.5	)	$	(3.0	)	$	498.8

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


		Page
Cautionary Statement About Forward-Looking Statements		32
Website and Social Media Disclosure		32
PART I.	FINANCIAL INFORMATION	43
Item 1.	Financial Statements	43
	Condensed Unaudited Consolidated Balance Sheets	43
	Condensed Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income ~~(Loss)~~	54
	Condensed Unaudited Consolidated Statements of Cash Flows	65
	Condensed Unaudited Consolidated Statements of Shareholders’ Equity	76
	Notes to Condensed Unaudited Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3332
Item 4.	Controls and Procedures	3332
PART II.	OTHER INFORMATION	3332
Item 1.	Legal Proceedings	3332
Item 1A.	Risk Factors	3332
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.	Other Information	33
Item 6.	Exhibits	3534
Signatures		3635

Remaining six months of fiscal year 2021	$	4.6
2022		7.8

Remaining six months of fiscal year 2022				$	4.8
2023		4.9			6.5
2024		3.0			4.4
2025		1.1			2.9
2026					1.6
Thereafter		2.4			6.9
Total undiscounted lease payments		23.8			27.1
Less: imputed interest		(2.2	)		(3.7	)
Total lease liabilities		21.6		$	23.4
Less: lease liabilities held for sale		(1.9	)
Total lease liabilities excluding held for sale	$	19.7

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	)

	April 30, 2021
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived intangible assets:
Customer relationships		8.0	$	66.2	$	(42.5	)	$	23.7
Non-compete agreements		5.0		2.0		(2.0	)		—
				68.2		(44.5	)		23.7
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	175.6	$	(44.5	)	$	131.1

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


	Employee Severance and Termination Benefits		Contract termination and other costs		Asset Impairments		Three Months Ended April 30, 2022
Fire & Emergency	$	1.3	$	1.6	$	—	$	2.9


	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		4.1			2.5			—		6.6
Utilized - cash		(2.2	)		(2.0	)		—		(4.2	)
Utilized - noncash					(0.5	)		—		(0.5	)
Balance at end of the period	$	2.9		$	—		$	—	$	2.9


	April 30, 2022		October 31, 2021
Current liabilities	$	21.2	$	22.3
Other long-term liabilities		14.0		15.3
Total warranty liability	$	35.2	$	37.6

	April 30, 2021		October 31, 2020
Performance, bid and specialty bonds	$	372.9	$	328.6
Open standby letters of credit		20.9		11.0
Total	$	393.8	$	339.6

	Three Months Ended April 30, 2020
	Fire & Emergency		Commercial		Recreation			Corporate, Other & Elims			Consolidated
Net sales	$	289.3	$	143.2	$	114.0		$	0.5		$	547.0
Depreciation and amortization	$	3.6	$	1.9	$	3.3		$	2.1		$	10.9
Capital expenditures	$	2.3	$	0.8	$	0.6		$	0.8		$	4.5
Total assets	$	796.6	$	250.5	$	289.8		$	126.0		$	1,462.9
Adjusted EBITDA	$	10.2	$	8.0	$	(1.1	)	$	(9.5	)

	Six Months Ended April 30, 2020
	Fire & Emergency		Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	495.8	$	301.3	$	280.9	$	1.1		$	1,079.1
Depreciation and amortization	$	7.1	$	3.7	$	6.9	$	4.0		$	21.7
Capital expenditures	$	4.0	$	1.4	$	1.4	$	0.9		$	7.7
Total assets	$	796.6	$	250.5	$	289.8	$	126.0		$	1,462.9
Adjusted EBITDA	$	12.1	$	17.9	$	5.9	$	(17.5	)


($ in millions)	April 30, 2021		January 31, 2021		April 30, 2020
Fire & Emergency	$	1,099.0	$	1,017.9	$	1,111.7
Commercial		303.1		234.0		413.2
Recreation		940.5		754.3		122.9
Total Backlog	$	2,342.6	$	2,006.2	$	1,647.8