8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2020

REV Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37999	26-3013415
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 South Executive Drive, Suite 100

Brookfield, WI 53005

(Address of Principal Executive Offices)

(414) 290-0910

Registrant’s Telephone Number, Including Area Code

Former Name or Former Address, if Changed Since Last Report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.  ☐

Item 2.02 Results of Operations and Financial Condition.

On December 17, 2020, the Company issued a press release announcing certain preliminary selected financial and operating results for its fourth fiscal quarter and fiscal year ended October 31, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement About Forward-Looking Statements

Certain information contained herein and in the exhibit contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The exhibit includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “strives,” “goal,” “seeks,” “projects,” “intends,” “forecasts,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this news release and include statements regarding our intentions, beliefs, goals or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate.

Our forward-looking statements are subject to risks and uncertainties, including those highlighted under “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” in the Company’s annual report on Form 10-K, and in the Company’s subsequent quarterly reports on Form 10-Q, together with the Company’s other filings with the SEC, which risks and uncertainties may cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which only speak as of the date hereof. The Company does not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, expect as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed furnished, and not filed:

99.1	REV Group, Inc. press release dated December 17, 2020
104	Cover Page Interactive Data File (formatted in iXBRL)

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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.
December 17, 2020	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

December 17, 2020

NEWS RELEASE

FOR IMMEDIATE RELEASE

REV GROUP, INC. REPORTS PRELIMINARY RESULTS AND SCHEDULES FISCAL 2020 FOURTH QUARTER

AND FULL YEAR EARNINGS RELEASE ON THURSDAY JANUARY 7, 2021

Milwaukee, Wis.—(BUSINESS WIRE) — REV Group, Inc. (NYSE: REVG), a manufacturer of industry-leading specialty vehicle brands, announced today preliminary consolidated results for its fiscal year ended October 31, 2020.

(in millions)	Fourth Quarter			Fiscal 2020			Prior Fiscal 2020 Outlook
Net Sales	$	616		$	2,278		$	2,250 - $2,300
Net Loss	($	10.2	)	($	30.5	)	($	9.8 - $17.6	)
Adjusted Net Income	$	11.8		$	9.5		$	4.6 - $10.2
Adjusted EBITDA1	$	28.0		$	67.5		$	64.0 - $68.0

Cash and cash equivalents totaled $11.4 million as of October 31, 2020. Net debt² was $330.8 million, and the company had $283.4 million available under its ABL revolving credit facility as of October 31, 2020.

REV Group, Inc. is planning to release its fiscal 2020 fourth quarter results before market open on Thursday, January 7, 2021. The results will be discussed during a live webcast later that morning on January 7, 2021 beginning at 10:00 a.m. ET. To access the webcast, investors should go to www.revgroup.com at least 15 minutes prior to the event. Slides for the webcast will be available on the website shortly before the start of the call.

The conference call can also be accessed by dialing 1-877-407-3982 (domestic) or 1-201-493-6780 (international) and asking for the REV Group Fiscal 2020 Fourth Quarter and Full Year Earnings Conference Call. A telephonic replay will be available approximately three hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers 1-412-317-6671 and providing the passcode 13714322. The telephonic replay will be available until 11:59 p.m. ET on January 21, 2021.

About REV Group

REV Group (REVG) is a leading designer, manufacturer, and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in the United States, through three segments: Fire & Emergency, 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. REV Group trades on the NYSE under the symbol REVG.

¹  REV Group, Inc. Adjusted Net Income and Adjusted EBITDA are non-GAAP measures that are reconciled to their nearest GAAP measure later in this release

²  Net debt is defined as total debt less cash and cash equivalents

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Note Regarding Non-GAAP Measures

The company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA and Adjusted Net Income, which are non-GAAP financial measures. Adjusted EBITDA represents net income before interest expense, income taxes, depreciation and amortization as adjusted for certain non-recurring, one-time and other adjustments which we believe are not indicative of our underlying operating performance. Adjusted Net Income represents net income as adjusted for certain after-tax, non-recurring, one-time and other adjustments, which we believe are not indicative of our underlying operating performance, as well as non-cash intangible asset amortization and stock-based compensation.

The company believes that the use of Adjusted EBITDA and Adjusted Net Income provide additional meaningful methods of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. A reconciliation of Adjusted EBITDA and Adjusted Net Income to the most closely comparable financial measures calculated in accordance with GAAP is included in the financial appendix of this news release.

The financial information contained in this press release is preliminary and subject to change based on the completion of Rev Group’s financial statements for the quarter and fiscal year ended October 31, 2020.

Investors-REVG

Investor Contact

Drew Konop

VP, Investor Relations & Corporate Development

Email: investors@revgroup.com

Phone: 1-888-738-4037 (1-888-REVG-037)

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REV GROUP, INC. AND SUBSIDIARIES

ADJUSTED NET INCOME

(In millions; unaudited)

	Three Months Ended October 31,			Twelve Months Ended October 31,
	2020			2020
Net loss	$	(10.2	)	$	(30.5	)
Amortization of intangible assets		2.9			13.3
Transaction expenses		0.7			3.3
Sponsor expense reimbursement		0.3			0.5
Restructuring costs		3.9			9.9
Restructuring related charges		6.6			10.5
Stock-based compensation expense		0.6			7.8
Legal matters		0.2			1.8
Loss on sale of business		1.8			11.1
(Gain) / Loss on acquisition of business		3.3			(8.6	)
Impairment charges		8.4			12.1
Losses (earnings) attributable to assets held for sale		—			(0.8	)
Deferred purchase price payment		—			0.1
Impact of tax rate change		—			(3.5	)
Income tax effect of adjustments		(6.7	)		(17.5	)
Adjusted Net Income	$	11.8		$	9.5

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REV GROUP, INC. AND SUBSIDIARIES

ADJUSTED EBITDA

(In millions; unaudited)

	Three Months Ended October 31,			Twelve Months Ended October 31,
	2020			2020
Net loss	$	(10.2	)	$	(30.5	)
Depreciation & amortization		9.4			40.2
Interest expense, net		5.4			25.7
Benefit for income taxes		(2.4	)		(15.6	)
EBITDA		2.2			19.8
Transaction expenses		0.7			3.3
Sponsor expense reimbursement		0.3			0.5
Restructuring costs		3.9			9.9
Restructuring related charges		6.6			10.5
Stock-based compensation expense		0.6			7.8
Legal matters		0.2			1.8
Loss on sale of business		1.8			11.1
(Gain) / Loss on acquisition of business		3.3			(8.6	)
Impairment charges		8.4			12.1
Earnings attributable to assets held for sale		—			(0.8	)
Deferred purchase price payment		—			0.1
Adjusted EBITDA	$	28.0		$	67.5

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XML

Document and Entity Information	Dec. 17, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001687221
Document Type	8-K
Document Period End Date	Dec. 17, 2020
Entity Registrant Name	REV Group, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37999
Entity Tax Identification Number	26-3013415
Entity Address, Address Line One	245 South Executive Drive
Entity Address, Address Line Two	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	290-0910
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($0.001 Par Value)
Trading Symbol	REVG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false