10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37999

REV Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-3013415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
245 South Executive Drive, Suite 100 Brookfield, WI	53005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (414) 290-0190

Securities registered pursuant to Section 12(b) of the Act:

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

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.

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

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

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

As of March 6, 2023, the registrant had 59,455,695 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
Cautionary Statement About Forward-Looking Statements		2
Website and Social Media Disclosure		2
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Condensed Unaudited Consolidated Balance Sheets	3
	Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Unaudited Consolidated Statements of Cash Flows	5
	Condensed Unaudited Consolidated Statements of Shareholders’ Equity	6
	Notes to Condensed Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II.	OTHER INFORMATION	27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 6.	Exhibits	28
Signatures		29

Cautionary Statement About Forward-Looking Statements

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.

Website and Social Media Disclosure

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

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Balance Sheets

(Dollars in millions, except share amounts)

				(Audited)
	January 31, 2023			October 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	23.0		$	20.4
Accounts receivable, net		218.8			215.0
Inventories, net		671.9			629.5
Other current assets		27.6			23.5
Total current assets		941.3			888.4
Property, plant and equipment, net		147.1			148.9
Goodwill		157.3			157.3
Intangible assets, net		117.8			119.2
Right of use assets		28.3			20.2
Other long-term assets		9.8			10.6
Total assets	$	1,401.6		$	1,344.6
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	187.1		$	163.9
Short-term customer advances		227.1			258.0
Short-term accrued warranty		19.2			18.9
Short-term lease obligations		6.8			6.1
Other current liabilities		82.4			80.5
Total current liabilities		522.6			527.4
Long-term debt		250.0			230.0
Long-term customer advances		124.4			74.8
Deferred income taxes		21.5			21.0
Long-term lease obligations		21.6			14.2
Other long-term liabilities		20.8			20.9
Total liabilities		960.9			888.3
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; none issued or outstanding)		—			—
Common stock ($.001 par value, 605,000,000 shares authorized; 59,515,037    and 59,323,534 shares issued and outstanding, respectively)		0.1			0.1
Additional paid-in capital		437.9			436.4
Retained earnings		2.9			19.5
Accumulated other comprehensive (loss) income		(0.2	)		0.3
Total shareholders' equity		440.7			456.3
Total liabilities and shareholders' equity	$	1,401.6		$	1,344.6

See Notes to Condensed Unaudited Consolidated Financial Statements.

3

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss

(Dollars in millions, except per share amounts)

	Three Months Ended January 31,
	2023			2022
Net sales	$	583.5		$	537.0
Cost of sales		525.6			481.2
Gross profit		57.9			55.8
Operating expenses:
Selling, general and administrative		66.9			47.6
Research and development costs		0.9			1.2
Amortization of intangible assets		1.4			2.4
Restructuring costs		—			3.7
Total operating expenses		69.2			54.9
Operating (loss) income		(11.3	)		0.9
Interest expense, net		7.1			3.4
Loss on investment in China JV		0.2			—
Loss before benefit for income taxes		(18.6	)		(2.5	)
Benefit for income taxes		(5.1	)		(1.8	)
Net loss	$	(13.5	)	$	(0.7	)
Other comprehensive (loss) income, net of tax		(0.5	)		0.1
Comprehensive loss	$	(14.0	)	$	(0.6	)
Net loss per common share:
Basic	$	(0.23	)	$	(0.01	)
Diluted	$	(0.23	)	$	(0.01	)
Dividends declared per common share	$	0.05		$	0.05

See Notes to Condensed Unaudited Consolidated Financial Statements.

4

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(Dollars in millions)

	Three Months Ended January 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(13.5	)	$	(0.7	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6.9			9.6
Amortization of debt issuance costs		0.4			0.4
Stock-based compensation expense		5.9			2.3
Deferred income taxes		0.5			1.7
Gain on sale of assets		(0.1	)		(0.1	)
Loss on investment in China JV		0.2			—
Changes in operating assets and liabilities, net		(7.2	)		(16.9	)
Net cash used in operating activities		(6.9	)		(3.7	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(3.8	)		(4.5	)
Proceeds from sale of assets		0.2			0.1
Other investing activities		0.6			—
Net cash used in investing activities		(3.0	)		(4.4	)
Cash flows from financing activities:
Net proceeds from borrowings on revolving credit facility		20.0			41.0
Payment of dividends		(3.1	)		(3.3	)
Repurchase and retirement of common stock		—			(24.4	)
Other financing activities		(4.4	)		(4.6	)
Net cash provided by financing activities		12.5			8.7
Net increase in cash and cash equivalents		2.6			0.6
Cash and cash equivalents, beginning of period		20.4			13.3
Cash and cash equivalents, end of period	$	23.0		$	13.9
Supplemental disclosures of cash flow information:
Cash paid (received) for:
Interest	$	5.5		$	2.8
Income taxes, net of refunds	$	—		$	(16.3	)

See Notes to Condensed Unaudited Consolidated Financial Statements.

5

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Shareholders’ Equity

(Dollars in millions, except share amounts)

	Common Stock				Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
	Amount		# Shares		Capital			Earnings			Income (Loss)			Equity
Balance, October 31, 2022	$	0.1		59,323,534 Sh.	$	436.4		$	19.5		$	0.3		$	456.3
Net loss									(13.5	)					(13.5	)
Stock-based compensation expense						5.9									5.9
Vesting of restricted and performance stock units, net of employee tax withholdings		—		214,746 Sh.		(1.3	)								(1.3	)
Other comprehensive loss, net of tax												(0.5	)		(0.5	)
Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards		—		(23,243 Sh.)		(3.1	)								(3.1	)
Dividends declared on common stock									(3.1	)					(3.1	)
Balance, January 31, 2023	$	0.1		59,515,037 Sh.	$	437.9		$	2.9		$	(0.2	)	$	440.7
	Common Stock				Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
	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									(0.7	)					(0.7	)
Stock-based compensation expense						2.3									2.3
Exercise of common stock options		—		2,400 Sh.		—									—
Vesting of restricted and performance stock units, net of 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									(3.3	)					(3.3	)
Balance, January 31, 2022	$	0.1		63,124,016 Sh.	$	475.3		$	12.7		$	—		$	488.1

See Notes to Condensed Unaudited Consolidated Financial Statements.

6

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(All tabular amounts presented in millions, except share and per share amounts)

Note 1. Basis of Presentation

The Condensed Unaudited 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 Condensed Unaudited 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 Condensed Unaudited 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, 2022. The interim results are not necessarily indicative of results for the full year.

Equity Sponsor: The Company’s primary equity holders are funds and an investment vehicle associated with AIP CF IV, LLC, which the Company collectively refers to as “American Industrial Partners,” “AIP” or “Sponsor” and which indirectly own approximately 46.3% of REV Group’s voting equity as of January 31, 2023. AIP is an operations and engineering-focused private equity firm headquartered in New York, New York.

Related Party Transactions: During the three months ended January 31, 2023 and January 31, 2022, the Company reimbursed expenses of its primary equity holder of $0.2 million and $0.1 million, respectively. These expenses are included in selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss.

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 standard simplifies the accounting 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.

Note 2. Revenue Recognition

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 collected 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.

7

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

Contract Assets and Contract Liabilities

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. The Company reduces the contract liabilities when the Company transfers control of the promised good or service. During the three months ended January 31, 2023 and January 31, 2022, the Company recognized $37.6 million and $31.1 million, respectively, of revenue that was included in the customer advance balances of $332.8 million and $210.6 million as of October 31, 2022 and October 31, 2021, respectively. The Company’s payment terms do not include a significant financing component outside of the F&E segment. Within the F&E segment, customers earn interest on customer advances at a rate determined at contract inception. Interest charges incurred on customer advances during the three months ended January 31, 2023 and January 31, 2022 of $1.9 million and $1.5 million, respectively, were recorded in "interest expense" in the Condensed Unaudited Statement of Operations and Comprehensive Loss. The Company does not have significant contract assets.

Remaining Performance Obligations

As of January 31, 2023, the Company had unsatisfied performance obligations for non-cancellable contracts with an original duration greater than one year totaling $2,459.4 million, of which $1,475.1 million is expected to be satisfied and recognized in revenue in the next twelve months and $984.3 million is expected to be satisfied and recognized in revenue thereafter.

Note 3. Leases

The Company leases certain administrative and production facilities and equipment under long-term, non-cancelable operating lease agreements. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made. Lease agreements may include options to extend or terminate the lease or purchase the underlying asset. In situations where the Company is reasonably certain to exercise such options, they are considered in determining the lease term and the associated option payments, or exercise price in the case of an option to purchase, are included in the measurement of the lease liabilities and ROU assets. The Company’s leases generally do not include restrictive financial or other covenants, or residual value guarantees. The Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases.

8

During the three months ended January 31, 2023, and January 31, 2022, the Company recognized total operating lease costs of $2.2 million and $2.0 million, respectively, and paid cash of $2.5 million and $2.3 million, respectively, for amounts included in the measurement of lease liabilities.

At January 31, 2023, future fixed minimum operating lease payments are summarized in the table below:

Remaining nine months of fiscal year 2023	$	6.5
2024		7.0
2025		5.5
2026		4.5
2027		4.2
Thereafter		6.0
Total undiscounted lease payments		33.7
Less: imputed interest		(5.3	)
Total lease liabilities	$	28.4

As of January 31, 2023, the weighted average remaining lease term and the weighted average discount rate for operating leases was 5.6 years and 6.2%, respectively.

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

Note 4. Inventories

Inventories consisted of the following:

	January 31, 2023			October 31, 2022
Chassis	$	103.0		$	82.7
Raw materials & parts		252.3			240.6
Work in process		282.7			281.1
Finished products		44.5			35.5
		682.5			639.9
Less: reserves		(10.6	)		(10.4	)
Total inventories, net	$	671.9		$	629.5

Note 5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	January 31, 2023			October 31, 2022
Land & land improvements	$	18.7		$	18.6
Buildings & improvements		106.4			105.4
Machinery & equipment		97.7			95.4
Rental & used vehicles		2.1			2.1
Computer hardware & software		60.9			60.6
Office furniture & fixtures		5.1			5.0
Construction in process		6.3			6.6
		297.2			293.7
Less: accumulated depreciation		(150.1	)		(144.8	)
Total property, plant and equipment, net	$	147.1		$	148.9

Depreciation expense was $5.5 million and $7.2 million for the three months ended January 31, 2023, and January 31, 2022, respectively.

9

Note 6. Goodwill and Intangible Assets

The table below represents goodwill by segment:

	January 31, 2023		October 31, 2022
Fire & Emergency	$	88.6	$	88.6
Commercial		26.2		26.2
Recreation		42.5		42.5
Total goodwill	$	157.3	$	157.3

There was no change in the net carrying value of goodwill for the three months ended January 31, 2023 and January 31, 2022.

Intangible assets (excluding goodwill) consisted of the following:

	January 31, 2023
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8	$	43.7	$	(33.3	)	$	10.4
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(33.3	)	$	117.8

	October 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8	$	43.7	$	(31.9	)	$	11.8
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(31.9	)	$	119.2

Amortization expense was $1.4 million and $2.4 million for the three months ended January 31, 2023, and January 31, 2022, respectively.

Note 7. Divestiture Activities

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. The Company recorded this investment under the equity method of accounting. The Company’s investment in the China JV also included 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 during the year ended October 31, 2021, which represented the difference between the carrying value of the investment and loan and the estimated proceeds to be received upon sale and settlement, respectively. Subsequently, the Company sold its equity interest and recorded an additional loss of $0.2 million, which has been recorded as a non-operating loss within our Condensed Unaudited Statements of Operations and Comprehensive Loss for the three months ended January 31, 2023. In connection with the sale, the Company received a total of $2.4 million, of which $0.6 million was received during the three months ended January 31, 2023, which has been included within the Other investing activities section of the Condensed Unaudited Statements of Cash Flows.

Note 8. Restructuring and Other Related Charges

In September 2021, the Company announced that it would close its Kovatch Mobile Equipment (“KME”) production facilities located in Nesquehoning, PA and Roanoke, VA and relocate the production to other existing F&E segment facilities within the United States.

The Company incurred certain restructuring and other related charges in connection with the decision to relocate its existing KME production facilities. For the three months ended January 31, 2023, the Company did not incur any restructuring charges, but did incur $2.4 million of other charges consisting of production inefficiencies. For the three months ended January 31, 2022, the Company recorded restructuring charges of $3.7 million and additional charges of $2.1 million consisting of $1.4 million of accelerated depreciation and $0.7 million of other costs.

10

The pre-tax restructuring costs, by category and segment, are summarized below:

	Employee Severance and Termination Benefits		Contract  termination and other costs		Three Months Ended January 31, 2022
Fire & Emergency	$	2.8	$	0.9	$	3.7

As of October 31, 2022, this restructuring activity was substantially complete and any remaining liability is immaterial as of January 31, 2023 and October 31, 2022.

Note 9. Long-Term Debt

The Company was obligated under the following debt instrument:

	January 31, 2023		October 31, 2022
ABL facility	$	250.0	$	230.0

ABL Facility

On April 13, 2021, the Company entered into a $550.0 million revolving credit agreement (the “ABL Facility” or “ABL Agreement”) with a syndicate of lenders. The 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 ABL Agreement. The ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. The debt issuance costs capitalized in connection with the ABL Facility less accumulated amortization are included in other long-term assets in the Company’s Condensed Unaudited Consolidated Balance Sheets.

On November 1, 2022, the Company amended the ABL Facility to transition from the Eurodollar based benchmark rates to the Secured Overnight Financing Rate ("SOFR"). The transition from the Eurodollar rate to SOFR did not have a material impact on the Company's results of operations.

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

All revolving loans under the ABL Facility, as amended, bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a SOFR rate plus an applicable margin and credit spread adjustment of 0.10% for all interest periods. As of January 31, 2023, the interest rate margins are 1.0% for all base rate loans and 2.0% for all SOFR rate loans (with the SOFR rate having a floor of 0.0%), subject to adjustment based on the Company’s fixed charge coverage ratio in accordance with the ABL Agreement. Interest is payable quarterly for all base rate loans and is payable the last day of any interest period or every three months for all SOFR rate loans. The weighted-average interest rate on borrowings outstanding under the ABL Facility was 6.47% as of January 31, 2023. The weighted-average interest rate on borrowings outstanding under the ABL Facility was 5.51% as of October 31, 2022.

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

The ABL Agreement contains customary representations and warranties, affirmative and negative covenants, subject in certain cases to customary limitations, exceptions and exclusions. The ABL Agreement also contains certain customary events of default. The occurrence of an event of default under the ABL Agreement could result in the termination of the commitments under the ABL Facility and the acceleration of all outstanding borrowings under it. The Agreement requires the Company to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 during certain compliance periods as specified in the ABL Agreement.

The Company was in compliance with all financial covenants under the ABL Agreement as of January 31, 2023. As of January 31, 2023, the Company’s availability under the ABL Facility was $285.5 million. As of October 31, 2022, the Company’s availability under the ABL Facility was $307.7 million.

The fair value of the ABL Facility approximated the book value on January 31, 2023 and October 31, 2022.

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Note 10. Warranties

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

Changes in the Company’s warranty liability consisted of the following:

	Three Months Ended January 31,
	2023			2022
Balance at beginning of period	$	31.9		$	37.6
Warranty provisions		6.2			5.5
Settlements made		(7.0	)		(6.6	)
Balance at end of period	$	31.1		$	36.5

Accrued warranty is classified in the Company’s consolidated balance sheets as follows:

	January 31, 2023		October 31, 2022
Current liabilities	$	19.2	$	18.9
Other long-term liabilities		11.9		13.0
Total warranty liability	$	31.1	$	31.9

Note 11. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income, 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 and awards. The reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding was as follows:

	Three Months Ended January 31,
	2023		2022
Basic weighted-average common shares outstanding		58,340,983		62,803,784
Dilutive stock options		—		—
Dilutive restricted stock awards		—		—
Dilutive restricted stock units		—		—
Dilutive performance stock units		—		—
Diluted weighted-average common shares outstanding		58,340,983		62,803,784

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding because they would have been anti-dilutive:

	Three Months Ended January 31,
	2023		2022
Anti-dilutive stock options		6,000		48,500
Anti-dilutive restricted stock awards		839,935		1,195,144
Anti-dilutive restricted stock units		824,758		789,952
Anti-dilutive performance stock units		—		—
Anti-dilutive common stock equivalents		1,670,693		2,033,596

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.

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The Company recorded income tax benefit of $5.1 million for the three months ended January 31, 2023, or 27.4% of pre-tax loss, compared to $1.8 million of benefit, or 72.0% of pre-tax loss, for the three months ended January 31, 2022. Results for the three months ended January 31, 2023 and January 31, 2022 were favorably impacted by $0.6 million and $1.2 million, respectively, of net discrete tax benefits primarily related to stock-based compensation tax deductions.

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

The Company’s liability for unrecognized tax benefits, including interest and penalties, was $4.4 million as of January 31, 2023 and $4.3 million as of October 31, 2022. The unrecognized tax benefits are presented in other long-term liabilities in the Company’s Condensed Unaudited Consolidated Balance Sheets for the period ended January 31, 2023. 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 Loss.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of January 31, 2023, 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 13. Commitments and Contingencies

The Company is, from time to time, party to various legal proceedings, including product and general liability claims, arising out of ordinary course of business. Many legal proceedings involve highly complex issues which are subject to substantial uncertainties. Assessments of legal proceedings can involve complex judgments about future events that may rely on estimates and assumptions. When assessing whether to record a liability related to legal proceedings, the Company adheres to the requirements of ASC 450, Contingencies, and other applicable guidance as necessary, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. When a range exists that is reasonably estimable and the loss is probable, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range, if there is no one best estimate. The Company either discloses the amount of a possible loss or range of loss in excess of established accruals if estimable, or states that such an estimate cannot be made. The Company discloses significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a material loss may be incurred. Additionally, these claims are generally covered by third-party insurance, which for some insurance policies is subject to a retention for which the Company is responsible.

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

	January 31, 2023		October 31, 2022
Performance, bid and specialty bonds	$	579.9	$	572.3
Open standby letters of credit		14.5		12.3
Total	$	594.4	$	584.6

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company upon delivery. Accordingly, the chassis are not owned by the Company when delivered, and therefore, are excluded from the Company’s inventory. Upon being put into production, the Company owns the inventory and becomes obligated to pay the manufacturer for the chassis. Chassis are typically placed into production within 90 to 120 days of delivery to the Company. If the chassis are not placed into production within this timeframe, the Company generally purchases the chassis and records inventory, or the Company is obligated to begin paying an interest charge on this inventory until purchased. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the value of the vehicle chassis that would be resold to mitigate any losses. The Company’s contingent liability under such agreements was $21.3 million and $11.9 million as of January 31, 2023 and October 31, 2022, respectively.

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Repurchase Commitments: The Company has repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years. The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company’s maximum contingent liability under such agreements was $363.8 million and $333.8 million as of January 31, 2023, and October 31, 2022, respectively, which represents the gross value of all vehicles under repurchase agreements. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased. Losses incurred under such arrangements have not been significant. The reserve for losses included in other liabilities on contracts outstanding as of January 31, 2023 and October 31, 2022 are immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guarantees indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was $7.3 million and $8.7 million at January 31, 2023 and October 31, 2022, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations. Additionally, the Company cannot guarantee that the collateral underlying the agreements will be available or sufficient to avoid losses materially in excess of the amount reserved.

Other Matters:

Krystal Bus: In January 2023, the Company agreed, in principle, to settle a claim brought by a plaintiff who was injured as a passenger in an accident involving a shuttle bus that was manufactured by Krystal Bus prior to the Company’s acquisition of certain assets related to that business. The Company did not admit to any liability on the merits of the claim, but deemed a settlement to be in its best interest based on the facts and circumstances of the claim, as they developed in the first quarter of fiscal year 2023. The settlement agreement provides for a one-time cash payment of $11.5 million, which is expected to be disbursed by the Company in the second quarter of fiscal year 2023. The Company is also involved in additional lawsuits filed by plaintiffs who were passengers on the shuttle bus that was in the same accident. No settlements have been reached with respect to these claims; however, during the first quarter of fiscal year 2023 the Company recorded a loss of $1.0 million, based on a range of possible outcomes and the nature of their injuries. The losses associated with these claims are included within selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended January 31, 2023, and the related liability is included in other current liabilities in the Company’s Condensed Unaudited Balance Sheets as of January 31, 2023. The Company is in the process of seeking potential reimbursement of the settlement payment and for any potential future settlements or losses related to the other claims from the Company’s insurers; however, the relevant insurers have so far disputed the insurance claims. Accordingly, no loss recovery asset has been recorded as of January 31, 2023.

Securities Case: A consolidated federal putative securities class action and a consolidated state putative securities class action against the Company and certain of its officers and directors was settled during fiscal year 2022. These actions collectively purported to assert claims on behalf of putative classes of purchasers of the Company’s common stock in or traceable to its January 2017 IPO, purchasers in its secondary offering of common stock in October 2017, and purchasers from October 10, 2017 through June 7, 2018. The actions alleged certain violations of the Securities Act of 1933 and, for the federal action, the Securities Exchange Act of 1934. Collectively, the actions sought certification of the putative classes asserted and compensatory damages and attorneys’ fees and costs. On May 19, 2021, the parties to the consolidated federal and state putative securities class actions executed a stipulation of settlement for a class settlement with the court and moved for preliminary approval. The settlement payment is being fully covered by the Company's insurers. The court entered a judgment approving the settlement on December 9, 2021. During the first quarter of fiscal year 2022, the Company’s insurers made the final settlement payment. As of October 31, 2022 and January 31, 2023, there are no further amounts recorded in the Condensed Unaudited Balance Sheets.

Two purported derivative actions, which have since been consolidated, were also filed in 2019 against the Company’s directors (with the Company as a nominal defendant), premised on allegations similar to those asserted in the consolidated federal securities litigation. The parties to the consolidated derivative actions reached a settlement in principle on all issues on or about November 3, 2021. The plaintiffs filed a stipulation of settlement for the derivative actions with the court and moved for preliminary approval of the settlement on January 14, 2022. The court granted final approvement of the settlement on November 17, 2022. The settlement payment is being fully covered by the Company’s insurers.

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Note 14. Business Segment Information

The Company is organized into three 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, Ferrara, Spartan Emergency Response (“Spartan ER”), American Emergency Vehicles, Leader Emergency Vehicles, Horton Emergency Vehicles and REV Group Orlando. These business units manufacture, market and 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 LayMor. 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. LayMor manufactures, markets and distributes industrial sweepers for both the commercial and rental markets.

Recreation: This segment includes REV Recreation Group (“RRG”), Renegade, Midwest, Lance and Goldshield Fiberglass, Inc. (“Goldshield”), 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 manufactures, 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 January 31, 2023
	Fire & Emergency			Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	229.3		$	128.7	$	226.0	$	(0.5	)	$	583.5
Depreciation and amortization	$	3.1		$	0.7	$	2.6	$	0.5		$	6.9
Capital expenditures	$	1.0		$	2.0	$	0.8	$	—		$	3.8
Total assets	$	729.2		$	245.6	$	366.2	$	60.6		$	1,401.6
Adjusted EBITDA	$	(2.0	)	$	7.3	$	24.3	$	(8.3	)

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

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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 (loss) for the relevant period before depreciation and amortization, interest expense, income taxes and loss on early extinguishment of debt, as applicable, 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 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 loss:

	Three Months Ended January 31,
	2023			2022
Fire & Emergency Adjusted EBITDA	$	(2.0	)	$	1.8
Commercial Adjusted EBITDA		7.3			7.8
Recreation Adjusted EBITDA		24.3			17.1
Corporate and Other Adjusted EBITDA		(8.3	)		(8.4	)
Depreciation and amortization		(6.9	)		(9.6	)
Interest expense, net		(7.1	)		(3.4	)
Benefit for income taxes		5.1			1.8
Transaction expenses		(0.2	)		(0.2	)
Sponsor expense reimbursement		(0.2	)		(0.1	)
Restructuring costs		—			(3.7	)
Restructuring related charges		(5.6	)		(0.7	)
Stock-based compensation expense		(5.9	)		(2.3	)
Legal matters		(13.8	)		(0.8	)
Other items		(0.2	)		—
Net loss	$	(13.5	)	$	(0.7	)

Note 15. Stock Repurchase Program

During the three months ended January 31, 2023, the Company did not repurchase any shares under the 2021 repurchase program noted below.

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 months ended January 31, 2022, the Company repurchased and retired 1,980,159 shares under this repurchase program at a total cost of $24.4 million and at an average price, excluding commissions, of $12.29 per share.

Note 16. Subsequent Events

Quarterly Dividend

On February 23, 2023, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.05 per share of common stock, which equates to a rate of $0.20 per share of common stock on an annualized basis, payable on April 14, 2023 to shareholders of record on March 31, 2023.

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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 December 14, 2022.

Overview

REV Group companies are leading designers, manufacturers and 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 91% of our net sales during the first quarter of fiscal year 2023 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 segment sells 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, Spartan Fire Chassis, 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 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 product line.

Commercial – Our Commercial segment serves the bus market through the Collins Bus, Magellan and ENC brands. We serve the terminal truck market through the Capacity brand and the sweeper market through the LayMor 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 RV, Midwest Automotive Designs 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, Renegade Verona, and Renegade XL, 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.

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

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.

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Impact of COVID-19

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

Our Recreation vehicles dealer network was significantly impacted by the pandemic and many of them closed 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 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 fiscal year 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.

In certain geographies 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 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.

Results of Operations

	Three Months Ended January 31,
($ in millions)	2023			2022
Net sales	$	583.5		$	537.0
Gross profit		57.9			55.8
Selling, general and administrative		66.9			47.6
Restructuring		—			3.7
Benefit for income taxes		(5.1	)		(1.8	)
Net loss		(13.5	)		(0.7	)
Net loss per common share
Basic	$	(0.23	)	$	(0.01	)
Diluted	$	(0.23	)	$	(0.01	)
Dividends declared per common share	$	0.05		$	0.05
Adjusted EBITDA	$	21.3		$	18.3
Adjusted Net Income	$	6.9		$	8.0

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Net Sales	Three Months Ended
($ in millions)	January 31, 2023		Change			January 31, 2022
Net sales	$	583.5		8.7	%	$	537.0

Net Sales: Consolidated net sales increased $46.5 million for the three months ended January 31, 2023 compared to the prior year quarter, primarily due to an increase in net sales, including price realization, within the Commercial and Recreation segments, partially offset by a decrease in net sales within the Fire and Emergency (F&E segment). The increase in net sales in the Commercial segment was primarily due to higher shipments of school buses, terminal trucks and street sweepers, and price realization, partially offset by decreased shipments of municipal transit buses. The increase in net sales in the Recreation segment was primarily due to favorable mix and price realization, partially offset by lower shipments related to supply chain disruptions in certain businesses. The decrease in net sales in the F&E segment was primarily due to decreased shipments and unfavorable mix and production inefficiencies of fire apparatus, partially offset by a favorable mix of ambulance units, and price realization.

Gross Profit	Three Months Ended
($ in millions)	January 31, 2023			Change			January 31, 2022
Gross profit	$	57.9			3.8	%	$	55.8
% of net sales		9.9	%					10.4	%

Gross Profit: Consolidated gross profit increased $2.1 million for the three months ended January 31, 2023 compared to the prior year quarter. The increase in gross profit was primarily attributable to higher net sales within the Commercial segment, and higher net sales and gross margin within the Recreation segment, partially offset by lower sales, unfavorable mix, and production inefficiencies within the F&E segment, and inflationary pressures across all segments.

Selling, General and Administrative	Three Months Ended
($ in millions)	January 31, 2023		Change			January 31, 2022
Selling, general and administrative	$	66.9		40.5	%	$	47.6

Selling, General and Administrative: Consolidated selling, general and administrative (“SG&A”) costs increased $19.3 million for the three months ended January 31, 2023 compared to the prior year quarter. The increase in SG&A costs for the three months ended January 31, 2023 was primarily due to an increase in legal costs associated with the legal case described in Note 13, Commitments and Contingences of the Notes to the Condensed Unaudited Consolidated Financial Statements, and higher share based compensation and severance related costs.

Restructuring	Three Months Ended
($ in millions)	January 31, 2023		Change			January 31, 2022
Restructuring	$	—		-100.0	%	$	3.7

Restructuring: Consolidated restructuring costs decreased $3.7 million for the three months ended January 31, 2023 compared to the prior year quarter. Restructuring costs for the three months ended January 31, 2022 were related to the transition of 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 the Condensed Unaudited Consolidated Financial Statements.

Benefit for income taxes	Three Months Ended
($ in millions)	January 31, 2023			Change			January 31, 2022
Benefit for income taxes	$	(5.1	)		183.3	%	$	(1.8	)

Benefit for Income Taxes: Consolidated income tax benefit was $5.1 million for the three months ended January 31, 2023, or 27.4% of pre-tax loss, compared to $1.8 million of benefit, or 72.0% of pre-tax loss, for the three months ended January 31, 2022 due to the larger pre-tax loss. Results for the three months ended January 31, 2023 and January 31, 2022 were favorably impacted by $0.6 million and $1.2 million, respectively, of net discrete tax benefits primarily related to stock-based compensation tax deductions.

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Net loss	Three Months Ended
($ in millions)	January 31, 2023			Change			January 31, 2022
Net loss	$	(13.5	)		1828.6	%	$	(0.7	)

Net Loss: Consolidated net loss increased $12.8 million for the three months ended January 31, 2023 compared to the prior year quarter primarily due to the factors detailed above.

Adjusted EBITDA	Three Months Ended
($ in millions)	January 31, 2023		Change			January 31, 2022
Adjusted EBITDA	$	21.3		16.4	%	$	18.3

Consolidated Adjusted EBITDA increased $3.0 million for the three months ended January 31, 2023 compared to the prior year quarter, primarily due to an increase in Adjusted EBITDA in the Recreation segment, partially offset by lower Adjusted EBITDA in the F&E 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 Income to Adjusted EBITDA and Adjusted Net Income.

Adjusted Net Income	Three Months Ended
($ in millions)	January 31, 2023		Change			January 31, 2022
Adjusted Net Income	$	6.9		-13.8	%	$	8.0

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

Fire & Emergency Segment

	Three Months Ended
($ in millions)	January 31, 2023			Change			January 31, 2022
Net sales	$	229.3			-3.4	%	$	237.4
Adjusted EBITDA		(2.0	)		-211.1	%		1.8
Adjusted EBITDA % of net sales		-0.9	%					0.8	%

F&E segment net sales decreased $8.1 million for the three months ended January 31, 2023 compared to the prior year quarter. The decrease in net sales was primarily due to decreased shipments and unfavorable mix of fire apparatus, partially offset by a favorable mix of ambulance units, and price realization. Decreased shipments of fire apparatus were primarily the result of shortages of key components, and labor and operational inefficiencies.

F&E segment Adjusted EBITDA decreased $3.8 million for the three months ended January 31, 2023 compared to the prior year quarter. The decrease was primarily related to lower sales volume, inefficiencies related to supply chain disruptions, inflationary pressures, and operational inefficiencies at certain plants, partially offset by a favorable mix of ambulance units, and price realization.

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Commercial Segment

	Three Months Ended
($ in millions)	January 31, 2023			Change			January 31, 2022
Net sales	$	128.7			32.0	%	$	97.5
Adjusted EBITDA		7.3			-6.4	%		7.8
Adjusted EBITDA % of net sales		5.7	%					8.0	%

Commercial segment net sales increased $31.2 million for the three months ended January 31, 2023 compared to the prior year quarter. The increase in net sales was primarily due to higher shipments of school buses, terminal trucks and street sweepers, and price realization, partially offset by decreased shipments of municipal transit buses. Shipments of municipal transit buses remained challenged by shortages of key components, primarily wiring harnesses.

Commercial segment Adjusted EBITDA decreased $0.5 million for the three months ended January 31, 2023 compared to the prior year quarter. The decrease was primarily the result of lower shipments and an unfavorable mix of municipal transit buses, and inflationary pressures, partially offset by increased shipments and improved mix and price realization on school buses and terminal trucks.

Recreation Segment

	Three Months Ended
($ in millions)	January 31, 2023			Change			January 31, 2022
Net sales	$	226.0			11.5	%	$	202.6
Adjusted EBITDA		24.3			42.1	%		17.1
Adjusted EBITDA % of net sales		10.8	%					8.4	%

Recreation segment net sales increased $23.4 million for the three months ended January 31, 2023 compared to the prior year quarter. The increase was primarily due to favorable mix and price realization, partially offset by lower shipments related to supply chain disruptions in certain businesses.

Recreation segment Adjusted EBITDA increased $7.2 million for the three months ended January 31, 2023 compared to the prior year quarter. The increase was primarily due to favorable mix and price realization, partially offset by lower shipments and inflationary pressures.

Backlog

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

($ in millions)	January 31, 2023		January 31, 2022
Fire & Emergency	$	2,674.3	$	1,655.1
Commercial		497.7		459.8
Recreation		988.1		1,282.6
Total Backlog	$	4,160.1	$	3,397.5

Each of our three segments has a backlog of new vehicle orders that generally extends out from six to twenty-four months in duration.

Orders from our dealers and end customers are evidenced by a contract or a firm purchase order. These orders are reported in our backlog at the aggregate selling prices, net of discounts or allowances. Backlog is comprised of orders that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results.

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As of January 31, 2023, our backlog was $4,160.1 million compared to $3,397.5 million as of January 31, 2022. The increase in consolidated backlog was primarily due to increases within the F&E and Commercial segments, partially offset by decreases within the Recreation segment. The increase in F&E segment backlog was primarily the result of increased orders for fire apparatus and ambulance units, pricing actions, and lower shipments against new order intake. The increase in Commercial segment backlog was primarily the result of increased orders for school buses, terminal trucks and municipal transit buses, and pricing actions. The decrease in Recreation segment backlog was primarily the result of an expected normalization of order intake in several product categories, partially offset by 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 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 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 three months ended January 31, 2023 and January 31, 2022:

	Three Months Ended January 31,
($ in millions)	2023			2022
Net cash used in operating activities	$	(6.9	)	$	(3.7	)
Net cash used in investing activities		(3.0	)		(4.4	)
Net cash provided by financing activities		12.5			8.7
Net increase in cash and cash equivalents	$	2.6		$	0.6

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended January 31, 2023 was $6.9 million and was primarily related to increase in inventories and the payment of deferred payroll taxes related to the CARES Act, partially offset by an increase in customer advances and payables. Net cash used in operating activities for the three months ended January 31, 2022 was $3.7 million and was primarily related to decreases from the timing of accounts receivable collections and inventory receipts as well as incentive compensation payments, partially offset by increases from the timing of payables payments and customer advances, and a tax refund related to the CARES Act received during the quarter.

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended January 31, 2023 was $3.0 million and was related to the cash paid for capital expenditures, partially offset by cash received in connection with the sales of certain assets including the investment in the China JV. Net cash used in investing activities for the three months ended January 31, 2022 was $4.4 million and was related to the cash paid for capital expenditures.

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Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended January 31, 2023 was $12.5 million, which primarily consisted of net proceeds from our ABL Facility of $20.0 million, partially offset by dividends paid of $3.1 million, and payment of payroll taxes on vested awards of $4.4 million. Net cash provided by financing activities for the three months ended January 31, 2022 was $8.7 million, which primarily consisted of net proceeds from our ABL Facility for $41.0 million offset by share repurchases of $24.4 million, dividends paid of $3.3 million and the payment of payroll taxes on vested awards and other financing activities of $4.6 million.

Dividends

Subject to legally available funds and the discretion of our board of directors, we expect to pay a quarterly cash dividend at the 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 cannot assure you that we will declare dividends or have sufficient funds to pay dividends on our common stock in the future. A quarterly cash dividend was declared in the amount of $.05 per share of common stock payable on April 14, 2023, to shareholders of record on March 31, 2023. During the first quarter of fiscal year 2023, we paid cash dividends of $3.1 million.

ABL Facility

On April 13, 2021, the Company entered into a $550.0 million revolving credit agreement (the “ABL Facility” or “ABL Agreement”) with a syndicate of lenders. The 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 ABL Agreement. The 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 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 ABL Agreement as of January 31, 2023. As of January 31, 2023, the Company’s availability under the ABL Facility was $285.5 million.

Refer to Note 9, Long-Term Debt, of the Notes to the 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 for the relevant period before depreciation and amortization, interest expense, income taxes and loss on early extinguishment of debt, as applicable, 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, 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.

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

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

•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 to Adjusted EBITDA for the periods presented:

	Three Months Ended January 31,
($ in millions)	2023			2022
Net loss	$	(13.5	)	$	(0.7	)
Depreciation and amortization		6.9			9.6
Interest expense, net		7.1			3.4
Benefit for income taxes		(5.1	)		(1.8	)
EBITDA		(4.6	)		10.5
Transaction expenses(a)		0.2			0.2
Sponsor expense reimbursement(b)		0.2			0.1
Restructuring costs(c)		—			3.7
Restructuring related charges(d)		5.6			0.7
Stock-based compensation expense(e)		5.9			2.3
Legal matters(f)		13.8			0.8
Other items(g)		0.2			—
Adjusted EBITDA	$	21.3		$	18.3

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

	Three Months Ended January 31,
($ in millions)	2023			2022
Net loss	$	(13.5	)	$	(0.7	)
Amortization of intangible assets		1.4			2.4
Transaction expenses(a)		0.2			0.2
Sponsor expense reimbursement(b)		0.2			0.1
Restructuring costs(c)		—			3.7
Restructuring related charges(d)		5.6			0.7
Stock-based compensation expense(e)		5.9			2.3
Legal matters(f)		13.8			0.8
Other items(g)		0.2			—
Accelerated depreciation on certain property, plant, and equipment (h)		—			1.4
Income tax effect of adjustments(i)		(6.9	)		(2.9	)
Adjusted Net Income	$	6.9		$	8.0

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(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 incurred in connection with the announced closure of certain facilities within the F&E segment.

(d)Reflects costs that are directly attributable to restructuring activities, production inefficiencies within the F&E segment, and costs associated with certain headcount reductions that 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 normal course of business. Included in the current period are fees and costs to settle, in principal, claims brought through the acquisition of certain assets as described in Note 13.

(g)Reflects a loss on the sale of the investment in the China JV.

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

(i)Income tax effect of adjustments using a 26.5% effective income tax rate for the three months ended January 31, 2023 and January 31, 2022, except for certain stock based compensation expenses that are not fully tax benefitted.

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, 2022. In the first quarter of fiscal year 2022, we adopted ASU 2019-12 relating to 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.

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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 December 14, 2022.

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 Interim 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 Interim 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 Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, 2023.

During the quarter ended January 31, 2023, 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

Information about our risk factors is disclosed in “Item 1A. Risk Factors”, in our Annual Report on Form 10-K. There are no other material changes in our risk factors from those disclosed in the Form 10-K.

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

Common stock repurchases

There were no purchases of common stock made by the Company during the first quarter of fiscal year 2023.

Dividend Policy

Subject to legally available funds and the discretion of our board of directors, we may or may not pay a quarterly cash dividend in the future on our common stock. During the first quarter of fiscal year 2023, the Company paid cash dividends of $3.1 million. Our ability to pay dividends is dependent on our ABL loan and board of directors approval. See our Annual Report on Form 10-K on “Item 1A. Risk Factors—Risks Related to Legal, Regulatory and Compliance Matters—We cannot assure you that we will continue to declare dividends or have sufficient funds to pay dividends on our common stock.”

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Item 6. Exhibits.

Exhibit Number	Description
10.1*	Separation Agreement, dated January 27, 2023, 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.

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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: March 8, 2023	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Interim Chief Executive Officer Chief Financial Officer (Principal Executive and Financial Officer)
Date: March 8, 2023	By:	/s/ Joseph F. LaDue
		Joseph F. LaDue
		Chief Accounting Officer (Principal Accounting Officer)

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EX-10

10.1

January 26, 2023

Rodney Rushing

Dear Rod:

The purpose of this letter agreement (this “Agreement”) is to confirm the terms of your separation from REV Group, Inc. (the “Company”), effective as of January 26, 2023 (the “Separation Date”), as follows:

1.Resignations. On or before the Separation Date, you shall submit your resignation letter, effective as of the Separation Date, whereby you shall resign as the Company’s President and Chief Executive Officer and as a member of the board of directors of the Company (the “Board”), as well as from any and all board, committee, officer, and other positions held at any Affiliate of the Company or at any other entity in connection with your employment by (or otherwise as a representative of) the Company (collectively, the “Resignations”). The Company, on its own behalf and on behalf of its Affiliates, hereby accepts the Resignations as of the Separation Date, and you agree to sign and return such documents confirming the Resignations as the Company or any of its Affiliates may reasonably request. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, whether control may be by management authority, equity interest or otherwise.

2.Final Salary. You will receive, on the next regular payday following the Separation Date, pay for all work you performed for the Company through the Separation Date, to the extent not previously paid.

3.Separation Benefits. In consideration of your acceptance and non-revocation of this Agreement and subject to your meeting in full your obligations hereunder and your Continuing Obligations, and in full consideration of any rights you may have under that certain letter agreement between you and the Company dated as of March 5, 2020 (the “Offer Letter”) or any severance plan, policy or practice of the Company or any of its Affiliates:

(a)The Company will pay you your base salary, at your final annual base rate of pay ($902,000.00), for a period of twenty-four (24) months following the Separation Date. Payments will be made in the form of salary continuation, and will begin on the next regular Company payday that is at least five (5) days following the later of the effective date of this Agreement or the date it is received by the Company. The first payment will be retroactive to the day following the Separation Date.

(b)With respect to the Company’s previous grants to you of restricted stock (the “RSAs”) in respect of the Company’s common stock under the Rev Group, Inc. 2016 Omnibus Incentive Plan (the “Plan”) and evidenced by the applicable Restricted Stock Awards by and between you and the Company (collectively, the “RSA Award Agreements”), the Company will cause 166,646 of such RSAs that are scheduled to vest on December 31, 2023

to vest as of such date, subject to your meeting in full your obligations hereunder and your Continuing Obligations. In addition, with respect to the Company’s previous grants to you of performance share units (the “PSUs”) in respect of the Company’s common stock under the Plan and evidenced by the applicable Performance Share Unit Awards by and between you and the Company (the “PSU Award Agreements” and together with the RSA Award Agreements, the “Award Agreements”), the Company will cause 66,268 of such PSUs (the “Post-Employment PSUs”) to remain outstanding and fully vest upon the achievement of $180,000,000 of Consolidated Adjusted EBITDA (as defined in the PSU Award Agreements) for the Fiscal Year ending October 31, 2024, subject to your meeting in full your obligations hereunder and your Continuing Obligations. For the avoidance of doubt, if the Post-Employment PSUs are not vested as of October 31, 2024, they will be terminated and forfeited for no consideration as of such date. All other RSAs and PSUs held by you that remain unvested as of the Separation Date will be terminated and forfeited for no consideration as of such date in accordance with the terms of the Plan and the Award Agreements. Your vested RSAs and vested PSUs will continue to be governed by the terms of the Plan, the Award Agreements, and any other documents applicable to such RSAs and PSUs (the “Equity Documents”). The Company may withhold any tax (or other governmental obligation) that becomes due with respect to the RSAs and PSUs and take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes, which are the sole and absolute responsibility of you, are withheld or collected from you. You shall make arrangements satisfactory to the Company to enable the Company to satisfy all such withholding requirements.

(c)Provided that you timely elect to continue your coverage and, if applicable, that of your eligible dependents, in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the portion of monthly health premiums paid by the Company for your coverage and your eligible dependents’ coverage, if any, at the time of termination until the earlier of (x) the date that is eighteen (18) months following the Separation Date or (y) the date that you and your eligible dependents, if any, cease to be eligible for such COBRA coverage under applicable law or plan terms. Notwithstanding the foregoing, in the event that the Company’s payment of the amounts described in this Section would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code of 1986, as amended, the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, then you and the Company agree to work together in good faith to restructure such benefit.

4.Acknowledgement of Full Payment and Withholding.

(a)You acknowledge and agree that the payments provided under Section 2 of this Agreement are in complete satisfaction of any and all compensation or benefits due to you from the Company, whether for services provided to the Company or otherwise, through the Separation Date and that, except as expressly provided under this Agreement, no further compensation or benefits are owed or will be provided to you.

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(b)All payments made by the Company under Sections 2 or 3 of this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law and all other lawful deductions authorized by you.

(c)Each of the payments required to be made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Code Section 409A”). The payments contemplated under this Agreement to be made within six (6) months of the Separation Date are deemed to be exempt from Code Section 409A.

5.Status of Employee Benefits, Paid Time Off, and Expenses.

(a)Except for any right you may have to continue your participation and that of your eligible dependents in the Company’s group health plans under COBRA, your participation in all employee benefit plans of the Company will end as of the Separation Date, in accordance with the terms of those plans. You will not continue to earn paid time off or other similar benefits after the Separation Date. You will receive information about your COBRA continuation rights under separate cover.

(b)Within two (2) weeks following the Separation Date, you must submit your final expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement, and, in accordance with Company policy, reasonable substantiation and documentation for the same. The Company will reimburse you for your authorized and documented expenses within thirty (30) days of receiving such statement pursuant to its regular business practice.

6.Continuing Obligations, Confidentiality; Non-Solicitation, Non-Competition; and Cooperation.

(a)Subject to Section 8(b) of this Agreement, you acknowledge that you continue to be bound by your obligations under the Equity Documents (collectively, the “Continuing Obligations”); provided, however, you acknowledge and agree that, for purposes of your non-disparagement obligations as set forth in the Equity Documents, any reference to “Affiliates” shall also include all known shareholders of the Company.

(b)During the course of your employment with the Company, you have learned of Confidential Information (as defined below) and you have developed Confidential Information on behalf of the Company and its Affiliates. Subject to Section 8(b) of this Agreement, you agree that you will not use or disclose (except as required by applicable law or for the proper performance of your services to the Company) any Confidential Information you obtained incident to your employment or any other association with the Company or any of its Affiliates during the Restricted Period (as defined below); provided, however, you agree that you will not, directly or indirectly, use or disclose any Confidential Information that constitutes a Trade Secret (as defined below) for as long as the information comprising such Trade Secret

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continues to be a Trade Secret. You cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a Trade Secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, you may be held liable if you unlawfully access Trade Secrets by unauthorized means. “Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any third party with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through your breach of your obligations under this Agreement. “Trade Secrets” means any and all information of the Company and its Affiliates, including without limitation a formula, pattern, compilation, program, device, method, technique, product, system, or process, design, prototype, procedure, or code, that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or any other person who can obtain economic value from its disclosure or use and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(c)Subject to Section 8(b) of this Agreement, you agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others.

(d)You acknowledge that the Confidential Information and relationships with its customers, clients, employees, and other business associations are among the Company’s and its Affiliate’s most important assets. You further acknowledge that, while employed by the Company, you had access to such information/relationships and were responsible for developing and maintaining such information/relationships. For purposes of this Agreement, the term “Restricted Client” means any individual or entity (i) for whom/which the Company or any of its Affiliates sold or provided products or services and (ii) with whom/which you had contact on behalf of the Company or any of its Affiliates, or about whom/which you acquired Confidential Information as a result of your employment by the Company, in the case of both (i) and (ii), above, during the twelve (12) month period immediately prior to the Separation Date. You agree that for a period of twenty-four (24) months following the Separation Date (the “Restricted Period”), you will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Restricted Client. You further agree that, during the Restricted Period, you will not directly or indirectly, whether for your benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce: (1) anyone employed or engaged by the Company or any of its Affiliates to terminate employment or engagement with, or otherwise cease a relationship with, the Company or any of its Affiliates; or (2) anyone employed or engaged by the Company or any of its Affiliates at any time during the twelve (12) months immediately preceding the Separation Date to provide services of any kind to a competitor of the Company or any of its Affiliates; provided, however, that these restrictions will apply only if you worked with such individual

-4-

during your employment, or otherwise had contact with such individual as a result of your employment or other associations with the Company or any of its Affiliates or had access to Confidential Information which would assist in your solicitation of such individual.

(e)During the Restricted Period, you agree not to directly or indirectly, provide Restricted Services to any Competitor, anywhere in the Restricted Territory. For purposes of this Agreement, (i) the term “Restricted Services” means employment duties and functions of the type provided by you to the Company or any of its Affiliates during the twelve (12) month period immediately preceding the Separation Date (ii) the term “Competitor” means any individual or entity that sells goods or services competitive with those sold by the Company or any of its Affiliates, and (iii) the term “Restricted Territory” means any geographic area in which the Company or any of its Affiliates engages in business as of the Separation Date.

(f)Upon request, the Company agrees to provide you with a positive letter of reference on Company letterhead, signed by the Company’s Chairman of the Board, for future employment and outside board opportunities, provided you are meeting your obligations hereunder and complying with your Continuing Obligations.

(g)You agree to provide truthful and accurate cooperation with the Company and its Affiliates hereafter with respect to all matters arising during or related to your employment, including but not limited to all matters in connection with any governmental investigation, litigation or regulatory or other proceeding which may have arisen or which may arise following the signing of this Agreement.

(h)The parties agree that damages will be an inadequate remedy for breaches of this Section 6 and, in addition to damages and any other available relief, a court shall be empowered to grant injunctive relief (without the necessity of posting bond or other security). Notwithstanding anything in this Agreement to the contrary, the activity restrictions contained in this Section 6 are intended to run alongside, and neither supersede, be subservient to, nor replace any similar restrictions imposed by other agreements that may exist between you and the Company and any of its Affiliates. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified or severed, if necessary, to permit its enforcement to the maximum extent permitted by law.

7.Return of Company Documents and Other Property. In signing this Agreement, you agree that you have returned to the Company any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) in your possession or control related to the business of the Company and its Affiliates (whether present or otherwise), and all keys, access cards, credit cards, computer hardware and software, telephone and telephone-related equipment and all other property of the Company or any of its Affiliates in your possession or control. Further, you agree that you will not retain any copy or derivation of any documents, materials or information (whether in hardcopy, on electronic media or otherwise) of the Company or any of its Affiliates after the Separation Date, and you further agree that you will cooperate with the Company and its Affiliates to ensure the continued

-5-

preservation of any such documents, materials or information in your possession or control that are subject to an ongoing litigation hold. Recognizing that your employment with the Company will terminate as of the Separation Date, you agree that you will not, following the Separation Date, for any purpose, attempt to access or use any computer network or system of the Company or any of its Affiliates, including without limitation, the electronic mail system. Further, you agree to disclose to the Company, on or before the Separation Date, any and all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, all information which you have password-protected on any computer equipment, network or system of the Company or any of its Affiliates.

8.General Release and Waiver of Claims.

(a)In exchange for the severance benefits provided to you under this Agreement, to which you would not otherwise be entitled, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment, its termination, or your other associations with the Company or any of its Affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “Claims”), and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities (collectively, the “Released Parties”), from, and you hereby waive, any and all such Claims.

(b)Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that you hereby agree to waive your right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity.

(c)This Agreement, including the general release and waiver of claims set forth in Section 8(a), creates legally binding obligations and the Company and its Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company and its Affiliates assurance that you have signed it

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voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty-one (21) days, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other of those persons to whom reference is made in Section 6(c) above; and that you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.

9.Miscellaneous.

(a)This Agreement constitutes the entire agreement between you and the Company and supersedes all prior and contemporaneous communications, agreements and understandings, whether written or oral, with respect to your employment, its termination and all related matters (including, without limitation, the Offer Letter and that certain Change in Control Severance Agreement between you and the Company), excluding only the Continuing Obligations and your rights and obligations with respect to your vested RSAs and vested PSUs which shall remain in full force and effect in accordance with their terms.

(b)This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and the Board or its expressly authorized designee. The captions and headings in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

(c)The obligation of the Company to make payments or provide benefits to you or on your behalf under this Agreement, and your right to retain the same, is expressly conditioned upon your continued full performance of your obligations under this Agreement and of the Continuing Obligations. Without limiting the provisions of the Equity Documents, should you breach your obligations under this Agreement or the Continuing Obligations, all RSAs and PSUs that (i) remain unvested as of the date of such breach or (ii) vested following the Separation Date will be terminated and forfeited for no consideration.

(d)This is a Wisconsin contract and shall be governed and construed in accordance with the laws of the State of Wisconsin, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. You agree to submit to the exclusive jurisdiction of the courts of and in the State of Wisconsin in connection with any dispute arising out of this Agreement.

[Rest of page intentionally left blank.]

-7-

If the terms of this Agreement are acceptable to you, please sign, date and return it to me within twenty-one (21) days of the date that you receive it (but in no event shall you sign this Agreement prior to the Separation Date). You may revoke this Agreement at any time during the seven (7)-day period immediately following the date of your signing by notifying me in writing of your revocation within that period, and this Agreement shall not become effective or enforceable until that seven (7)-day revocation period has expired. If you do not revoke this Agreement, then, on the eighth (8th) day following the date that you that you signed it, this Agreement shall take effect as a legally binding agreement between you and the Company on the basis set forth above. The enclosed copy of this letter, which you should also sign and date, is for your records.

Sincerely,

REV GROUP, INC.

By: _/s/ John Canan________________

Name: John Canan

Title: Authorized Signatory

Accepted and agreed:

Signature: _/s/ Rodney Rushing __________

Rodney Rushing

Date: _/s/_January 26, 2023__________

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EX-31

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Mark A. Skonieczny, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of REV Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 8, 2023	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Interim Chief Executive Officer Chief Financial Officer (Principal Executive and Financial Officer)

EX-31

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Mark A. Skonieczny, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of REV Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 8, 2023	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Interim Chief Executive Officer Chief Financial Officer (Principal Executive and Financial Officer)

EX-32

EXHIBIT 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

In connection with the Quarterly Report of REV Group, Inc. (the “Company”) on Form 10-Q for the period ended January 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to REV Group, Inc. and will be retained by REV Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 8, 2023	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Interim Chief Executive Officer Chief Financial Officer (Principal Executive and Financial Officer)

EX-32

EXHIBIT 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

In connection with the Quarterly Report of REV Group, Inc. (the “Company”) on Form 10-Q for the period ended January 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to REV Group, Inc. and will be retained by REV Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 8, 2023	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Interim Chief Executive Officer Chief Financial Officer (Principal Executive and Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Jan. 31, 2023	Mar. 06, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--10-31
Entity File Number	001-37999
Trading Symbol	REVG
Title of 12(b) Security	Common Stock ($0.001 Par Value)
Security Exchange Name	NYSE
Entity Registrant Name	REV Group, Inc.
Entity Central Index Key	0001687221
Entity Incorporation, State or Country Name	DE
Entity Tax Identification Number	26-3013415
Entity Address, Address Line One	245 South Executive Drive, Suite 100
Entity Address, City or Town	Brookfield
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53005
City Area Code	414
Local Phone Number	290-0190
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		59,455,695
Document Transition Report	false
Document Quarterly Report	true

XML

Condensed Unaudited Consolidated Balance Sheets - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022
Current assets:
Cash and cash equivalents	$ 23.0	$ 20.4
Accounts receivable, net	218.8	215.0
Inventories, net	671.9	629.5
Other current assets	27.6	23.5
Total current assets	941.3	888.4
Property, plant and equipment, net	147.1	148.9
Goodwill	157.3	157.3
Intangible assets, net	117.8	119.2
Right of use assets	28.3	20.2
Other long-term assets	9.8	10.6
Total assets	1,401.6	1,344.6
Current liabilities:
Accounts payable	187.1	163.9
Short-term customer advances	227.1	258.0
Short-term accrued warranty	19.2	18.9
Short-term lease obligations	6.8	6.1
Other current liabilities	82.4	80.5
Total current liabilities	522.6	527.4
Long-term debt	250.0	230.0
Long-term customer advances	124.4	74.8
Deferred income taxes	21.5	21.0
Long-term lease obligations	21.6	14.2
Other long-term liabilities	20.8	20.9
Total liabilities	960.9	888.3
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; none issued or outstanding)
Common stock ($.001 par value, 605,000,000 shares authorized; 59,515,037 and 59,323,534 shares issued and outstanding, respectively)	0.1	0.1
Additional paid-in capital	437.9	436.4
Retained earnings	2.9	19.5
Accumulated other comprehensive (loss) income	(0.2)	0.3
Total shareholders' equity	440.7	456.3
Total liabilities and shareholders' equity	$ 1,401.6	$ 1,344.6

XML

Condensed Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares	Jan. 31, 2023	Oct. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	95,000,000	95,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	605,000,000	605,000,000
Common stock, shares issued	59,515,037	59,323,534
Common stock, shares outstanding	59,515,037	59,323,534

XML

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Income Statement [Abstract]
Net sales	$ 583.5	$ 537.0
Cost of sales	525.6	481.2
Gross profit	57.9	55.8
Operating expenses:
Selling, general and administrative	66.9	47.6
Research and development costs	0.9	1.2
Amortization of intangible assets	1.4	2.4
Restructuring costs	0.0	3.7
Total operating expenses	69.2	54.9
Operating (loss) income	(11.3)	0.9
Interest expense, net	7.1	3.4
Loss on investment in China JV	0.2
Loss before benefit for income taxes	(18.6)	(2.5)
Benefit for income taxes	(5.1)	(1.8)
Net loss	(13.5)	(0.7)
Other comprehensive (loss) income, net of tax	(0.5)	0.1
Comprehensive loss	$ (14.0)	$ (0.6)
Net loss per common share:
Basic	$ (0.23)	$ (0.01)
Diluted	(0.23)	(0.01)
Dividends declared per common share	$ 0.05	$ 0.05

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Condensed Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Cash flows from operating activities:
Net loss	$ (13.5)	$ (0.7)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6.9	9.6
Amortization of debt issuance costs	0.4	0.4
Stock-based compensation expense	5.9	2.3
Deferred income taxes	0.5	1.7
Gain on sale of assets	(0.1)	(0.1)
Loss on investment in China JV	0.2
Changes in operating assets and liabilities, net	(7.2)	(16.9)
Net cash used in operating activities	(6.9)	(3.7)
Cash flows from investing activities:
Purchase of property, plant and equipment	(3.8)	(4.5)
Proceeds from sale of assets	0.2	0.1
Other investing activities	0.6
Net cash used in investing activities	(3.0)	(4.4)
Cash flows from financing activities:
Net proceeds from borrowings on revolving credit facility	20.0	41.0
Payment of dividends	(3.1)	(3.3)
Repurchase and retirement of common stock		(24.4)
Other financing activities	(4.4)	(4.6)
Net cash provided by financing activities	12.5	8.7
Net increase in cash and cash equivalents	2.6	0.6
Cash and cash equivalents, beginning of period	20.4	13.3
Cash and cash equivalents, end of period	23.0	13.9
Cash paid (received) for:
Interest	5.5	2.8
Income taxes, net of refunds	$ 0.0	$ (16.3)

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Condensed Unaudited Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive (Loss) Income [Member]
Balance at Oct. 31, 2021	$ 518.8	$ 0.1	$ 502.1	$ 16.7	$ (0.1)
Balance, shares at Oct. 31, 2021		64,584,291
Net loss	(0.7)			(0.7)
Stock-based compensation expense	2.3		2.3
Exercise of common stock options, shares		2,400
Vesting of restricted and performance stock units and awards, net of employee tax withholdings, shares		274,485
Vesting of restricted and performance stock units and awards, net of employee tax withholdings	(2.1)		(2.1)
Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards	(2.6)		(2.6)
Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards, Shares		242,999
Other comprehensive income (loss), net of tax	0.1				0.1
Repurchase and retirement of common stock	(24.4)	$ (24.4)	(24.4)
Repurchase and retirement of common stock, Shares		(1,980,159)
Dividends declared on common stock	(3.3)			(3.3)
Balance at Jan. 31, 2022	488.1	$ 0.1	475.3	12.7
Balance, shares at Jan. 31, 2022		63,124,016
Balance at Oct. 31, 2022	456.3	$ 0.1	436.4	19.5	0.3
Balance, shares at Oct. 31, 2022		59,323,534
Net loss	(13.5)			(13.5)
Stock-based compensation expense	5.9		5.9
Vesting of restricted and performance stock units and awards, net of employee tax withholdings, shares		214,746
Vesting of restricted and performance stock units and awards, net of employee tax withholdings	(1.3)		(1.3)
Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards	(3.1)		(3.1)
Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards, Shares		(23,243)
Other comprehensive income (loss), net of tax	(0.5)				(0.5)
Repurchase and retirement of common stock, Shares		0
Dividends declared on common stock	(3.1)			(3.1)
Balance at Jan. 31, 2023	$ 440.7	$ 0.1	$ 437.9	$ 2.9	$ (0.2)
Balance, shares at Jan. 31, 2023		59,515,037

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Basis of Presentation

3 Months Ended

Jan. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

The Condensed Unaudited 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 Condensed Unaudited 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 Condensed Unaudited 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, 2022. The interim results are not necessarily indicative of results for the full year.

Equity Sponsor: The Company’s primary equity holders are funds and an investment vehicle associated with AIP CF IV, LLC, which the Company collectively refers to as “American Industrial Partners,” “AIP” or “Sponsor” and which indirectly own approximately 46.3% of REV Group’s voting equity as of January 31, 2023. AIP is an operations and engineering-focused private equity firm headquartered in New York, New York.

Related Party Transactions: During the three months ended January 31, 2023 and January 31, 2022, the Company reimbursed expenses of its primary equity holder of $0.2 million and $0.1 million, respectively. These expenses are included in selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss.

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 standard simplifies the accounting 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.

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Revenue Recognition

3 Months Ended

Jan. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2. Revenue Recognition

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 collected and certain “pass-through” amounts collected on behalf of third parties. The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.

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

Contract Assets and Contract Liabilities

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. The Company reduces the contract liabilities when the Company transfers control of the promised good or service. During the three months ended January 31, 2023 and January 31, 2022, the Company recognized $37.6 million and $31.1 million, respectively, of revenue that was included in the customer advance balances of $332.8 million and $210.6 million as of October 31, 2022 and October 31, 2021, respectively. The Company’s payment terms do not include a significant financing component outside of the F&E segment. Within the F&E segment, customers earn interest on customer advances at a rate determined at contract inception. Interest charges incurred on customer advances during the three months ended January 31, 2023 and January 31, 2022 of $1.9 million and $1.5 million, respectively, were recorded in "interest expense" in the Condensed Unaudited Statement of Operations and Comprehensive Loss. The Company does not have significant contract assets.

Remaining Performance Obligations

As of January 31, 2023, the Company had unsatisfied performance obligations for non-cancellable contracts with an original duration greater than one year totaling $2,459.4 million, of which $1,475.1 million is expected to be satisfied and recognized in revenue in the next twelve months and $984.3 million is expected to be satisfied and recognized in revenue thereafter.

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Leases

3 Months Ended

Jan. 31, 2023

Leases [Abstract]

Leases

Note 3. Leases

The Company leases certain administrative and production facilities and equipment under long-term, non-cancelable operating lease agreements. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made. Lease agreements may include options to extend or terminate the lease or purchase the underlying asset. In situations where the Company is reasonably certain to exercise such options, they are considered in determining the lease term and the associated option payments, or exercise price in the case of an option to purchase, are included in the measurement of the lease liabilities and ROU assets. The Company’s leases generally do not include restrictive financial or other covenants, or residual value guarantees. The Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases.

During the three months ended January 31, 2023, and January 31, 2022, the Company recognized total operating lease costs of $2.2 million and $2.0 million, respectively, and paid cash of $2.5 million and $2.3 million, respectively, for amounts included in the measurement of lease liabilities.

At January 31, 2023, future fixed minimum operating lease payments are summarized in the table below:

Remaining nine months of fiscal year 2023	$	6.5
2024		7.0
2025		5.5
2026		4.5
2027		4.2
Thereafter		6.0
Total undiscounted lease payments		33.7
Less: imputed interest		(5.3	)
Total lease liabilities	$	28.4

As of January 31, 2023, the weighted average remaining lease term and the weighted average discount rate for operating leases was 5.6 years and 6.2%, respectively.

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

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Inventories

3 Months Ended

Jan. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Note 4. Inventories

Inventories consisted of the following:

	January 31, 2023			October 31, 2022
Chassis	$	103.0		$	82.7
Raw materials & parts		252.3			240.6
Work in process		282.7			281.1
Finished products		44.5			35.5
		682.5			639.9
Less: reserves		(10.6	)		(10.4	)
Total inventories, net	$	671.9		$	629.5

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Property, Plant and Equipment

3 Months Ended

Jan. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	January 31, 2023			October 31, 2022
Land & land improvements	$	18.7		$	18.6
Buildings & improvements		106.4			105.4
Machinery & equipment		97.7			95.4
Rental & used vehicles		2.1			2.1
Computer hardware & software		60.9			60.6
Office furniture & fixtures		5.1			5.0
Construction in process		6.3			6.6
		297.2			293.7
Less: accumulated depreciation		(150.1	)		(144.8	)
Total property, plant and equipment, net	$	147.1		$	148.9

Depreciation expense was $5.5 million and $7.2 million for the three months ended January 31, 2023, and January 31, 2022, respectively.

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Goodwill and Intangible Assets

3 Months Ended

Jan. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 6. Goodwill and Intangible Assets

The table below represents goodwill by segment:

	January 31, 2023		October 31, 2022
Fire & Emergency	$	88.6	$	88.6
Commercial		26.2		26.2
Recreation		42.5		42.5
Total goodwill	$	157.3	$	157.3

There was no change in the net carrying value of goodwill for the three months ended January 31, 2023 and January 31, 2022.

Intangible assets (excluding goodwill) consisted of the following:

	January 31, 2023
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8	$	43.7	$	(33.3	)	$	10.4
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(33.3	)	$	117.8

	October 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8	$	43.7	$	(31.9	)	$	11.8
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(31.9	)	$	119.2

Amortization expense was $1.4 million and $2.4 million for the three months ended January 31, 2023, and January 31, 2022, respectively.

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Divestiture Activities

3 Months Ended

Jan. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Divestiture Activities

Note 7. Divestiture Activities

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. The Company recorded this investment under the equity method of accounting. The Company’s investment in the China JV also included 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 during the year ended October 31, 2021, which represented the difference between the carrying value of the investment and loan and the estimated proceeds to be received upon sale and settlement, respectively. Subsequently, the Company sold its equity interest and recorded an additional loss of $0.2 million, which has been recorded as a non-operating loss within our Condensed Unaudited Statements of Operations and Comprehensive Loss for the three months ended January 31, 2023. In connection with the sale, the Company received a total of $2.4 million, of which $0.6 million was received during the three months ended January 31, 2023, which has been included within the Other investing activities section of the Condensed Unaudited Statements of Cash Flows.

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Restructuring and Other Related Charges

3 Months Ended

Jan. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Other Related Charges

Note 8. Restructuring and Other Related Charges

In September 2021, the Company announced that it would close its Kovatch Mobile Equipment (“KME”) production facilities located in Nesquehoning, PA and Roanoke, VA and relocate the production to other existing F&E segment facilities within the United States.

The Company incurred certain restructuring and other related charges in connection with the decision to relocate its existing KME production facilities. For the three months ended January 31, 2023, the Company did not incur any restructuring charges, but did incur $2.4 million of other charges consisting of production inefficiencies. For the three months ended January 31, 2022, the Company recorded restructuring charges of $3.7 million and additional charges of $2.1 million consisting of $1.4 million of accelerated depreciation and $0.7 million of other costs.

The pre-tax restructuring costs, by category and segment, are summarized below:

	Employee Severance and Termination Benefits		Contract  termination and other costs		Three Months Ended January 31, 2022
Fire & Emergency	$	2.8	$	0.9	$	3.7

As of October 31, 2022, this restructuring activity was substantially complete and any remaining liability is immaterial as of January 31, 2023 and October 31, 2022.

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Long-Term Debt

3 Months Ended

Jan. 31, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Note 9. Long-Term Debt

The Company was obligated under the following debt instrument:

	January 31, 2023		October 31, 2022
ABL facility	$	250.0	$	230.0

ABL Facility

On April 13, 2021, the Company entered into a $550.0 million revolving credit agreement (the “ABL Facility” or “ABL Agreement”) with a syndicate of lenders. The 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 ABL Agreement. The ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. The debt issuance costs capitalized in connection with the ABL Facility less accumulated amortization are included in other long-term assets in the Company’s Condensed Unaudited Consolidated Balance Sheets.

On November 1, 2022, the Company amended the ABL Facility to transition from the Eurodollar based benchmark rates to the Secured Overnight Financing Rate ("SOFR"). The transition from the Eurodollar rate to SOFR did not have a material impact on the Company's results of operations.

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

All revolving loans under the ABL Facility, as amended, bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a SOFR rate plus an applicable margin and credit spread adjustment of 0.10% for all interest periods. As of January 31, 2023, the interest rate margins are 1.0% for all base rate loans and 2.0% for all SOFR rate loans (with the SOFR rate having a floor of 0.0%), subject to adjustment based on the Company’s fixed charge coverage ratio in accordance with the ABL Agreement. Interest is payable quarterly for all base rate loans and is payable the last day of any interest period or every three months for all SOFR rate loans. The weighted-average interest rate on borrowings outstanding under the ABL Facility was 6.47% as of January 31, 2023. The weighted-average interest rate on borrowings outstanding under the ABL Facility was 5.51% as of October 31, 2022.

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

The ABL Agreement contains customary representations and warranties, affirmative and negative covenants, subject in certain cases to customary limitations, exceptions and exclusions. The ABL Agreement also contains certain customary events of default. The occurrence of an event of default under the ABL Agreement could result in the termination of the commitments under the ABL Facility and the acceleration of all outstanding borrowings under it. The Agreement requires the Company to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 during certain compliance periods as specified in the ABL Agreement.

The Company was in compliance with all financial covenants under the ABL Agreement as of January 31, 2023. As of January 31, 2023, the Company’s availability under the ABL Facility was $285.5 million. As of October 31, 2022, the Company’s availability under the ABL Facility was $307.7 million.

The fair value of the ABL Facility approximated the book value on January 31, 2023 and October 31, 2022.

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Warranties

3 Months Ended

Jan. 31, 2023

Guarantees [Abstract]

Warranties

Note 10. Warranties

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

Changes in the Company’s warranty liability consisted of the following:

	Three Months Ended January 31,
	2023			2022
Balance at beginning of period	$	31.9		$	37.6
Warranty provisions		6.2			5.5
Settlements made		(7.0	)		(6.6	)
Balance at end of period	$	31.1		$	36.5

Accrued warranty is classified in the Company’s consolidated balance sheets as follows:

	January 31, 2023		October 31, 2022
Current liabilities	$	19.2	$	18.9
Other long-term liabilities		11.9		13.0
Total warranty liability	$	31.1	$	31.9

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Earnings Per Share

3 Months Ended

Jan. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 11. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income, 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 and awards. The reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding was as follows:

	Three Months Ended January 31,
	2023		2022
Basic weighted-average common shares outstanding		58,340,983		62,803,784
Dilutive stock options		—		—
Dilutive restricted stock awards		—		—
Dilutive restricted stock units		—		—
Dilutive performance stock units		—		—
Diluted weighted-average common shares outstanding		58,340,983		62,803,784

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding because they would have been anti-dilutive:

	Three Months Ended January 31,
	2023		2022
Anti-dilutive stock options		6,000		48,500
Anti-dilutive restricted stock awards		839,935		1,195,144
Anti-dilutive restricted stock units		824,758		789,952
Anti-dilutive performance stock units		—		—
Anti-dilutive common stock equivalents		1,670,693		2,033,596

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Income Taxes

3 Months Ended

Jan. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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 income tax benefit of $5.1 million for the three months ended January 31, 2023, or 27.4% of pre-tax loss, compared to $1.8 million of benefit, or 72.0% of pre-tax loss, for the three months ended January 31, 2022. Results for the three months ended January 31, 2023 and January 31, 2022 were favorably impacted by $0.6 million and $1.2 million, respectively, of net discrete tax benefits primarily related to stock-based compensation tax deductions.

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

The Company’s liability for unrecognized tax benefits, including interest and penalties, was $4.4 million as of January 31, 2023 and $4.3 million as of October 31, 2022. The unrecognized tax benefits are presented in other long-term liabilities in the Company’s Condensed Unaudited Consolidated Balance Sheets for the period ended January 31, 2023. 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 Loss.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of January 31, 2023, 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.

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Commitments and Contingencies

3 Months Ended

Jan. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

The Company is, from time to time, party to various legal proceedings, including product and general liability claims, arising out of ordinary course of business. Many legal proceedings involve highly complex issues which are subject to substantial uncertainties. Assessments of legal proceedings can involve complex judgments about future events that may rely on estimates and assumptions. When assessing whether to record a liability related to legal proceedings, the Company adheres to the requirements of ASC 450, Contingencies, and other applicable guidance as necessary, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. When a range exists that is reasonably estimable and the loss is probable, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range, if there is no one best estimate. The Company either discloses the amount of a possible loss or range of loss in excess of established accruals if estimable, or states that such an estimate cannot be made. The Company discloses significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a material loss may be incurred. Additionally, these claims are generally covered by third-party insurance, which for some insurance policies is subject to a retention for which the Company is responsible.

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

	January 31, 2023		October 31, 2022
Performance, bid and specialty bonds	$	579.9	$	572.3
Open standby letters of credit		14.5		12.3
Total	$	594.4	$	584.6

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company upon delivery. Accordingly, the chassis are not owned by the Company when delivered, and therefore, are excluded from the Company’s inventory. Upon being put into production, the Company owns the inventory and becomes obligated to pay the manufacturer for the chassis. Chassis are typically placed into production within 90 to 120 days of delivery to the Company. If the chassis are not placed into production within this timeframe, the Company generally purchases the chassis and records inventory, or the Company is obligated to begin paying an interest charge on this inventory until purchased. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the value of the vehicle chassis that would be resold to mitigate any losses. The Company’s contingent liability under such agreements was $21.3 million and $11.9 million as of January 31, 2023 and October 31, 2022, respectively.

Repurchase Commitments: The Company has repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years. The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company’s maximum contingent liability under such agreements was $363.8 million and $333.8 million as of January 31, 2023, and October 31, 2022, respectively, which represents the gross value of all vehicles under repurchase agreements. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased. Losses incurred under such arrangements have not been significant. The reserve for losses included in other liabilities on contracts outstanding as of January 31, 2023 and October 31, 2022 are immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guarantees indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was $7.3 million and $8.7 million at January 31, 2023 and October 31, 2022, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations. Additionally, the Company cannot guarantee that the collateral underlying the agreements will be available or sufficient to avoid losses materially in excess of the amount reserved.

Other Matters:

Krystal Bus: In January 2023, the Company agreed, in principle, to settle a claim brought by a plaintiff who was injured as a passenger in an accident involving a shuttle bus that was manufactured by Krystal Bus prior to the Company’s acquisition of certain assets related to that business. The Company did not admit to any liability on the merits of the claim, but deemed a settlement to be in its best interest based on the facts and circumstances of the claim, as they developed in the first quarter of fiscal year 2023. The settlement agreement provides for a one-time cash payment of $11.5 million, which is expected to be disbursed by the Company in the second quarter of fiscal year 2023. The Company is also involved in additional lawsuits filed by plaintiffs who were passengers on the shuttle bus that was in the same accident. No settlements have been reached with respect to these claims; however, during the first quarter of fiscal year 2023 the Company recorded a loss of $1.0 million, based on a range of possible outcomes and the nature of their injuries. The losses associated with these claims are included within selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended January 31, 2023, and the related liability is included in other current liabilities in the Company’s Condensed Unaudited Balance Sheets as of January 31, 2023. The Company is in the process of seeking potential reimbursement of the settlement payment and for any potential future settlements or losses related to the other claims from the Company’s insurers; however, the relevant insurers have so far disputed the insurance claims. Accordingly, no loss recovery asset has been recorded as of January 31, 2023.

Securities Case: A consolidated federal putative securities class action and a consolidated state putative securities class action against the Company and certain of its officers and directors was settled during fiscal year 2022. These actions collectively purported to assert claims on behalf of putative classes of purchasers of the Company’s common stock in or traceable to its January 2017 IPO, purchasers in its secondary offering of common stock in October 2017, and purchasers from October 10, 2017 through June 7, 2018. The actions alleged certain violations of the Securities Act of 1933 and, for the federal action, the Securities Exchange Act of 1934. Collectively, the actions sought certification of the putative classes asserted and compensatory damages and attorneys’ fees and costs. On May 19, 2021, the parties to the consolidated federal and state putative securities class actions executed a stipulation of settlement for a class settlement with the court and moved for preliminary approval. The settlement payment is being fully covered by the Company's insurers. The court entered a judgment approving the settlement on December 9, 2021. During the first quarter of fiscal year 2022, the Company’s insurers made the final settlement payment. As of October 31, 2022 and January 31, 2023, there are no further amounts recorded in the Condensed Unaudited Balance Sheets.

Two purported derivative actions, which have since been consolidated, were also filed in 2019 against the Company’s directors (with the Company as a nominal defendant), premised on allegations similar to those asserted in the consolidated federal securities litigation. The parties to the consolidated derivative actions reached a settlement in principle on all issues on or about November 3, 2021. The plaintiffs filed a stipulation of settlement for the derivative actions with the court and moved for preliminary approval of the settlement on January 14, 2022. The court granted final approvement of the settlement on November 17, 2022. The settlement payment is being fully covered by the Company’s insurers.

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Business Segment Information

3 Months Ended

Jan. 31, 2023

Segment Reporting [Abstract]

Business Segment Information

Note 14. Business Segment Information

The Company is organized into three 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, Ferrara, Spartan Emergency Response (“Spartan ER”), American Emergency Vehicles, Leader Emergency Vehicles, Horton Emergency Vehicles and REV Group Orlando. These business units manufacture, market and 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 LayMor. 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. LayMor manufactures, markets and distributes industrial sweepers for both the commercial and rental markets.

Recreation: This segment includes REV Recreation Group (“RRG”), Renegade, Midwest, Lance and Goldshield Fiberglass, Inc. (“Goldshield”), 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 manufactures, 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 January 31, 2023
	Fire & Emergency			Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	229.3		$	128.7	$	226.0	$	(0.5	)	$	583.5
Depreciation and amortization	$	3.1		$	0.7	$	2.6	$	0.5		$	6.9
Capital expenditures	$	1.0		$	2.0	$	0.8	$	—		$	3.8
Total assets	$	729.2		$	245.6	$	366.2	$	60.6		$	1,401.6
Adjusted EBITDA	$	(2.0	)	$	7.3	$	24.3	$	(8.3	)

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

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 (loss) for the relevant period before depreciation and amortization, interest expense, income taxes and loss on early extinguishment of debt, as applicable, 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 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 loss:

	Three Months Ended January 31,
	2023			2022
Fire & Emergency Adjusted EBITDA	$	(2.0	)	$	1.8
Commercial Adjusted EBITDA		7.3			7.8
Recreation Adjusted EBITDA		24.3			17.1
Corporate and Other Adjusted EBITDA		(8.3	)		(8.4	)
Depreciation and amortization		(6.9	)		(9.6	)
Interest expense, net		(7.1	)		(3.4	)
Benefit for income taxes		5.1			1.8
Transaction expenses		(0.2	)		(0.2	)
Sponsor expense reimbursement		(0.2	)		(0.1	)
Restructuring costs		—			(3.7	)
Restructuring related charges		(5.6	)		(0.7	)
Stock-based compensation expense		(5.9	)		(2.3	)
Legal matters		(13.8	)		(0.8	)
Other items		(0.2	)		—
Net loss	$	(13.5	)	$	(0.7	)

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Stock Repurchase Program

3 Months Ended

Jan. 31, 2023

Equity [Abstract]

Stock Repurchase Program

Note 15. Stock Repurchase Program

During the three months ended January 31, 2023, the Company did not repurchase any shares under the 2021 repurchase program noted below.

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 months ended January 31, 2022, the Company repurchased and retired 1,980,159 shares under this repurchase program at a total cost of $24.4 million and at an average price, excluding commissions, of $12.29 per share.

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Subsequent Events

3 Months Ended

Jan. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 16. Subsequent Events

Quarterly Dividend

On February 23, 2023, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.05 per share of common stock, which equates to a rate of $0.20 per share of common stock on an annualized basis, payable on April 14, 2023 to shareholders of record on March 31, 2023.

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Basis of Presentation (Policies)

3 Months Ended

Jan. 31, 2023

Accounting Policies [Abstract]

Recent Accounting Pronouncements

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 standard simplifies the accounting 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.

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Leases (Tables)

3 Months Ended

Jan. 31, 2023

Leases [Abstract]

Schedule of Future Fixed Minimum Operating Lease Payments

At January 31, 2023, future fixed minimum operating lease payments are summarized in the table below:

Remaining nine months of fiscal year 2023	$	6.5
2024		7.0
2025		5.5
2026		4.5
2027		4.2
Thereafter		6.0
Total undiscounted lease payments		33.7
Less: imputed interest		(5.3	)
Total lease liabilities	$	28.4

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Inventories (Tables)

3 Months Ended

Jan. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following:

	January 31, 2023			October 31, 2022
Chassis	$	103.0		$	82.7
Raw materials & parts		252.3			240.6
Work in process		282.7			281.1
Finished products		44.5			35.5
		682.5			639.9
Less: reserves		(10.6	)		(10.4	)
Total inventories, net	$	671.9		$	629.5

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Property, Plant and Equipment (Tables)

3 Months Ended

Jan. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	January 31, 2023			October 31, 2022
Land & land improvements	$	18.7		$	18.6
Buildings & improvements		106.4			105.4
Machinery & equipment		97.7			95.4
Rental & used vehicles		2.1			2.1
Computer hardware & software		60.9			60.6
Office furniture & fixtures		5.1			5.0
Construction in process		6.3			6.6
		297.2			293.7
Less: accumulated depreciation		(150.1	)		(144.8	)
Total property, plant and equipment, net	$	147.1		$	148.9

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Jan. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill by Segment

The table below represents goodwill by segment:

	January 31, 2023		October 31, 2022
Fire & Emergency	$	88.6	$	88.6
Commercial		26.2		26.2
Recreation		42.5		42.5
Total goodwill	$	157.3	$	157.3

Summary of Intangible Assets Excluding Goodwill

Intangible assets (excluding goodwill) consisted of the following:

	January 31, 2023
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8	$	43.7	$	(33.3	)	$	10.4
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(33.3	)	$	117.8

	October 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships		8	$	43.7	$	(31.9	)	$	11.8
Indefinite-lived trade names				107.4		—			107.4
Total intangible assets, net			$	151.1	$	(31.9	)	$	119.2

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Restructuring and Other Related Charges (Tables)

3 Months Ended

Jan. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Pre-tax Impairment and Restructuring Costs by Category and Segment

	Employee Severance and Termination Benefits		Contract  termination and other costs		Three Months Ended January 31, 2022
Fire & Emergency	$	2.8	$	0.9	$	3.7

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Long-Term Debt (Tables)

3 Months Ended

Jan. 31, 2023

Debt Disclosure [Abstract]

Summary of Long-Term Debt

The Company was obligated under the following debt instrument:

	January 31, 2023		October 31, 2022
ABL facility	$	250.0	$	230.0

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Warranties (Tables)

3 Months Ended

Jan. 31, 2023

Guarantees [Abstract]

Schedule of Changes in Warranty Liability

Changes in the Company’s warranty liability consisted of the following:

	Three Months Ended January 31,
	2023			2022
Balance at beginning of period	$	31.9		$	37.6
Warranty provisions		6.2			5.5
Settlements made		(7.0	)		(6.6	)
Balance at end of period	$	31.1		$	36.5

Accrued Warranty Classified in Consolidated Balance Sheets

Accrued warranty is classified in the Company’s consolidated balance sheets as follows:

	January 31, 2023		October 31, 2022
Current liabilities	$	19.2	$	18.9
Other long-term liabilities		11.9		13.0
Total warranty liability	$	31.1	$	31.9

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Earnings Per Share (Tables)

3 Months Ended

Jan. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of Basic Weighted-Average Common Shares Outstanding to Diluted Weighted-Average Shares Outstanding

The reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding was as follows:

	Three Months Ended January 31,
	2023		2022
Basic weighted-average common shares outstanding		58,340,983		62,803,784
Dilutive stock options		—		—
Dilutive restricted stock awards		—		—
Dilutive restricted stock units		—		—
Dilutive performance stock units		—		—
Diluted weighted-average common shares outstanding		58,340,983		62,803,784

Exclusions from Calculation of Weighted-Average Shares Outstanding Assuming Dilution Due to Anti-Dilutive Effect of Common Stock Equivalents

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding because they would have been anti-dilutive:

	Three Months Ended January 31,
	2023		2022
Anti-dilutive stock options		6,000		48,500
Anti-dilutive restricted stock awards		839,935		1,195,144
Anti-dilutive restricted stock units		824,758		789,952
Anti-dilutive performance stock units		—		—
Anti-dilutive common stock equivalents		1,670,693		2,033,596

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Commitments and Contingencies (Tables)

3 Months Ended

Jan. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contingent Liabilities

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

	January 31, 2023		October 31, 2022
Performance, bid and specialty bonds	$	579.9	$	572.3
Open standby letters of credit		14.5		12.3
Total	$	594.4	$	584.6

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Business Segment Information (Tables)

3 Months Ended

Jan. 31, 2023

Segment Reporting [Abstract]

Selected Financial Information of Segments

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

	Three Months Ended January 31, 2023
	Fire & Emergency			Commercial		Recreation		Corporate, Other & Elims			Consolidated
Net sales	$	229.3		$	128.7	$	226.0	$	(0.5	)	$	583.5
Depreciation and amortization	$	3.1		$	0.7	$	2.6	$	0.5		$	6.9
Capital expenditures	$	1.0		$	2.0	$	0.8	$	—		$	3.8
Total assets	$	729.2		$	245.6	$	366.2	$	60.6		$	1,401.6
Adjusted EBITDA	$	(2.0	)	$	7.3	$	24.3	$	(8.3	)

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

Reconciliation of Segment Adjusted EBITDA to Net Income

Provided below is a reconciliation of segment Adjusted EBITDA to net loss:

	Three Months Ended January 31,
	2023			2022
Fire & Emergency Adjusted EBITDA	$	(2.0	)	$	1.8
Commercial Adjusted EBITDA		7.3			7.8
Recreation Adjusted EBITDA		24.3			17.1
Corporate and Other Adjusted EBITDA		(8.3	)		(8.4	)
Depreciation and amortization		(6.9	)		(9.6	)
Interest expense, net		(7.1	)		(3.4	)
Benefit for income taxes		5.1			1.8
Transaction expenses		(0.2	)		(0.2	)
Sponsor expense reimbursement		(0.2	)		(0.1	)
Restructuring costs		—			(3.7	)
Restructuring related charges		(5.6	)		(0.7	)
Stock-based compensation expense		(5.9	)		(2.3	)
Legal matters		(13.8	)		(0.8	)
Other items		(0.2	)		—
Net loss	$	(13.5	)	$	(0.7	)

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Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
ASU 2019-12 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Nov. 01, 2021
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
Primary Equity Holder [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Selling, general and administrative expenses charged by primary equity holder	$ 0.2	$ 0.1
American Industrial Partners [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity interest held by operating partnership, voting equity	46.30%

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Oct. 31, 2022	Oct. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue recognized included in customer advances	$ 37.6	$ 31.1
Customer advances			$ 332.8	$ 210.6
Performance obligations, expected to be satisfied	2,459.4
Interest Expense [Member]
Disaggregation of Revenue [Line Items]
Interest charges	$ 1.9	$ 1.5

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Revenue Recognition Additional Information 1 (Detail) $ in Millions	Jan. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations, expected to be satisfied	$ 2,459.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations, expected to be satisfied	$ 1,475.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations, expected to be satisfied	$ 984.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

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Leases - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Leases [Abstract]
Operating lease cost	$ 2.2	$ 2.0
Operating lease, payments	$ 2.5	$ 2.3
Weighted average remaining lease term for operating leases	5 years 7 months 6 days	5 years 7 months 6 days
Weighted average discount rate for operating leases	6.20%	5.10%

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Leases - Schedule of Future Fixed Minimum Operating Lease Payments (Detail) $ in Millions	Jan. 31, 2023 USD ($)
Leases [Abstract]
Remaining nine months of fiscal year 2023	$ 6.5
2024	4.2
2025	7.0
2026	5.5
2027	4.5
Thereafter	6.0
Total undiscounted lease payments	33.7
Less: imputed interest	(5.3)
Total lease liabilities	$ 28.4

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Inventories - Schedule of Inventories (Details) - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022
Inventory Disclosure [Abstract]
Chassis	$ 103.0	$ 82.7
Raw materials & parts	252.3	240.6
Work in process	282.7	281.1
Finished products	44.5	35.5
Inventory, Gross, Total	682.5	639.9
Less: reserves	(10.6)	(10.4)
Total inventories, net	$ 671.9	$ 629.5

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Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 297.2	$ 293.7
Less: accumulated depreciation	(150.1)	(144.8)
Total property, plant and equipment, net	147.1	148.9
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	18.7	18.6
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	106.4	105.4
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	97.7	95.4
Rental and Used Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2.1	2.1
Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	60.9	60.6
Office Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5.1	5.0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 6.3	$ 6.6

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Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 5.5	$ 7.2

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Goodwill and Intangible Assets - Summary of Goodwill by Segment (Detail) - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022
Goodwill [Line Items]
Goodwill	$ 157.3	$ 157.3
Fire & Emergency [Member]
Goodwill [Line Items]
Goodwill	88.6	88.6
Commercial [Member]
Goodwill [Line Items]
Goodwill	26.2	26.2
Recreation [Member]
Goodwill [Line Items]
Goodwill	$ 42.5	$ 42.5

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Change in net carrying value of goodwill	$ 0	$ 0
Amortization expense	$ 1,400,000	$ 2,400,000

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Goodwill and Intangible Assets - Summary of Intangible Assets Excluding Goodwill (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jan. 31, 2023	Oct. 31, 2022
Intangible Assets Excluding Goodwill [Line Items]
Finite-lived intangible assets, accumulated amortization	$ (33.3)	$ (31.9)
Indefinite-lived trade names	107.4	107.4
Total intangible assets, gross	151.1	151.1
Total intangible assets, net	$ 117.8	$ 119.2
Customer Relationships [Member]
Intangible Assets Excluding Goodwill [Line Items]
Finite-lived intangible assets, Weighted-Average Life	8 years	8 years
Finite-lived intangible assets, gross	$ 43.7	$ 43.7
Finite-lived intangible assets, accumulated amortization	(33.3)	(31.9)
Finite-lived intangible assets, net	$ 10.4	$ 11.8

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Divestiture Activities - Additional Information (Detail) - China JV [Member] - USD ($) $ in Millions	3 Months Ended	12 Months Ended	18 Months Ended
	Jan. 31, 2023	Oct. 31, 2021	Jan. 31, 2023	Apr. 30, 2018
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Gain (loss) on sale of business		$ 6.2
Equity interest in joint ventures				10.00%
Proceeds from sale of business	$ 0.6		$ 2.4
Non-Operating Loss
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Gain (loss) on sale of business	$ 0.2

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Restructuring and Other Related Charges - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Restructuring Cost And Reserve [Line Items]
Restructuring costs	$ 0.0	$ 3.7
Additional restructuring charges		2.1
Restructuring charges, production inefficiencies	2.4
Restructuring charges, accelerated depreciation		1.4
Other restructuring related charges		0.7
Proceeds from sale of assets	$ 0.2	$ 0.1

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Restructuring and Other Related Charges - Schedule of Pre-tax Impairment and Restructuring Costs by Category and Segment (Detail) (Detail) - Fire & Emergency [Member] $ in Millions	3 Months Ended
	Jan. 31, 2023 USD ($)
Restructuring Cost And Reserve [Line Items]
Pre-tax impairment and restructuring costs	$ 3.7
Employee Severance and Termination Benefits [Member]
Restructuring Cost And Reserve [Line Items]
Pre-tax impairment and restructuring costs	2.8
Contract Termination and Other Costs [Member]
Restructuring Cost And Reserve [Line Items]
Pre-tax impairment and restructuring costs	$ 0.9

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Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022
Debt Instruments [Abstract]
ABL facility	$ 250.0	$ 230.0

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Long-Term Debt - Additional Information (Detail) - Asset Based Lending Facility [Member] - USD ($) $ in Millions		3 Months Ended
	Apr. 13, 2021	Jan. 31, 2023	Oct. 31, 2022
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 550.0
Incremental borrowing capacity amount	100.0
Debt instrument maturity date		Apr. 13, 2026
Weighted-average interest rate		6.47%	5.51%
Available current borrowing capacity		$ 285.5	$ 307.7
Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument applicable interest rate margins		1.00%
SOFR [Member]
Debt Instrument [Line Items]
Debt instruments applicable interest margin and credit spread adjustment		0.10%
Debt instrument applicable interest rate margins		2.00%
Required annual payment percentage		0.00%
Maximum [Member]
Debt Instrument [Line Items]
Additional borrowing capacity	$ 20.0
Fixed charge coverage ratio	110.00%
Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio	100.00%
Letter of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 35.0
Letter of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	550.0
Swing Lines Loan [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 30.0

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Warranties - Schedule of Changes in Warranty Liability (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Guarantees [Abstract]
Balance at beginning of period	$ 31.9	$ 37.6
Warranty provisions	6.2	5.5
Settlements made	(7.0)	(6.6)
Balance at end of period	$ 31.1	$ 36.5

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Warranties - Accrued Warranty Classified in Consolidated Balance Sheets (Detail) - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022	Jul. 31, 2022	Jan. 31, 2022	Oct. 31, 2021
Guarantees [Abstract]
Current liabilities	$ 19.2	$ 18.9
Other long-term liabilities	11.9	13.0
Total warranty liability	$ 31.1	$ 31.9	$ 31.1	$ 36.5	$ 37.6

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Earnings Per Share - Reconciliation of Basic Weighted-Average Common Shares Outstanding to Diluted Weighted-Average Shares Outstanding (Detail) - shares	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Earnings Per Share [Abstract]
Basic weighted-average common shares outstanding	58,340,983	62,803,784
Dilutive stock options	0	0
Dilutive restricted stock awards	0	0
Dilutive restricted stock units	0	0
Dilutive performance stock units	0	0
Diluted weighted-average common shares outstanding	58,340,983	62,803,784

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Earnings Per Share - Exclusions from Calculation of Weighted-Average Shares Outstanding Assuming Dilution Due to Anti-Dilutive Effect of Common Stock Equivalents (Detail) - shares	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	1,670,693	2,033,596
Stock Options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	6,000	48,500
Restricted Stock Awards [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	839,935	1,195,144
Restricted Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	824,758	789,952
Performance Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents	0	0

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Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Oct. 31, 2022
Income Tax Disclosure [Abstract]
Income tax (benefit)	$ (5.1)	$ (1.8)
Pre-tax loss	27.40%	72.00%
Net discrete tax expense (benefit) related to share-based compensation	$ (0.6)	$ (1.2)
Unrecognized tax benefits	$ 4.4		$ 4.3

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Commitments and Contingencies - Schedule of Contingent Liabilities (Detail) - USD ($) $ in Millions	Jan. 31, 2023	Oct. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Performance, bid and specialty bonds	$ 579.9	$ 572.3
Open standby letters of credit	14.5	12.3
Total	$ 594.4	$ 584.6

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Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Apr. 30, 2023	Jan. 31, 2023	Oct. 31, 2022
Loss Contingencies [Line Items]
Contingent liability under purchase agreements for future chassis inventory purchases		$ 21,300,000	$ 11,900,000
Repurchase agreement		2 years
Represents the gross value of all vehicles under repurchase agreements		$ 363,800,000	333,800,000
Cash payment to plaintiff	$ 11,500,000
Loss on litigation settlements		1,000,000.0
Maximum [Member]
Loss Contingencies [Line Items]
Estimated loss exposure under contract		$ 7,300,000	$ 8,700,000

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Business Segment Information - Additional Information (Detail)	3 Months Ended
	Jan. 31, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Business Segment Information - Schedule of Selected Financial Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Oct. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 583.5	$ 537.0
Depreciation and amortization	6.9	9.6
Capital expenditures	3.8	4.5
Total assets	1,401.6	1,292.3	$ 1,344.6
Operating Segment [Member] | Fire & Emergency [Member]
Segment Reporting Information [Line Items]
Net sales	229.3	237.4
Depreciation and amortization	3.1	4.4
Capital expenditures	1.0	2.4
Total assets	729.2	680.6
Adjusted EBITDA	(2.0)	1.8
Operating Segment [Member] | Commercial [Member]
Segment Reporting Information [Line Items]
Net sales	128.7	97.5
Depreciation and amortization	0.7	0.8
Capital expenditures	2.0	0.6
Total assets	245.6	220.0
Adjusted EBITDA	7.3	7.8
Operating Segment [Member] | Recreation [Member]
Segment Reporting Information [Line Items]
Net sales	226.0	202.6
Depreciation and amortization	2.6	3.9
Capital expenditures	0.8	1.1
Total assets	366.2	331.1
Adjusted EBITDA	24.3	17.1
Corporate, Other and Elims [Member]
Segment Reporting Information [Line Items]
Net sales	(0.5)	(0.5)
Depreciation and amortization	0.5	0.5
Capital expenditures		0.4
Total assets	60.6	60.6
Adjusted EBITDA	$ (8.3)	$ (8.4)

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Business Segment Information - Reconciliation of Segment Adjusted EBITDA to Net Income (Detail) - USD ($) $ in Millions	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Segment Reporting Information [Line Items]
Interest expense, net	$ (7.1)	$ (3.4)
Benefit for income taxes	5.1	1.8
Restructuring costs	0.0	(3.7)
Stock-based compensation expense	(5.9)	(2.3)
Net loss	(13.5)	(0.7)
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	(8.3)	(8.4)
Operating Segment [Member] | Fire & Emergency [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	(2.0)	1.8
Operating Segment [Member] | Commercial [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	7.3	7.8
Operating Segment [Member] | Recreation [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	24.3	17.1
Reconciling Items [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	(6.9)	(9.6)
Interest expense, net	(7.1)	(3.4)
Benefit for income taxes	5.1	1.8
Transaction expenses	(0.2)	(0.2)
Sponsor expense reimbursement	(0.2)	(0.1)
Restructuring costs		(3.7)
Restructuring related charges	(5.6)	(0.7)
Stock-based compensation expense	(5.9)	(2.3)
Legal matters	(13.8)	(0.8)
Other Items	(0.2)
Net loss	$ (13.5)	$ (0.7)

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Stock Repurchase Program - Additional Information (Detail) - USD ($)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Sep. 02, 2021
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, total cost		$ 24,400,000
Common Stock [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, number of remaining shares repurchased and retired	0	1,980,159
Stock repurchase program, total cost		$ 24,400,000
Stock repurchase program, average price per share excluding commissions		$ 12.29
Common Stock [Member] | Maximum [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, authorized amount to repurchase issued and outstanding common stock			$ 150,000,000.0

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Subsequent Events - Additional Information (Details) - $ / shares		3 Months Ended
	Feb. 23, 2023	Jan. 31, 2023	Jan. 31, 2022
Subsequent Event [Line Items]
Dividends declared per common share		$ 0.05	$ 0.05
Subsequent Event [Member]
Subsequent Event [Line Items]
Dividends declared per common share	$ 0.05
Per share of common stock on annualized basis	$ 0.20
Dividend payable date	Apr. 14, 2023
Dividends payable, record date	Mar. 31, 2023