REV Group, Inc.

Greetings, and welcome to the REV Group fourth quarter and full year fiscal 2025 earnings conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Drew Conop, Vice President, Investor Relations. Thank you, sir. You may begin.

Good morning. Earlier today, we issued our fourth quarter and full year fiscal 2025 results. A copy of the release is available on our website at investors.revgroup.com. Today's call is being web... A webcast and a slide presentation including reconciliations of non-GAAP to GAAP financial measures is available on the investor section of our website. Please refer now to slide two of that presentation. Our remarks and answers may include forward-looking statements which are subject to risks that could cause actual results to differ from those expressed or implied by such forward-looking statements. These risks include, among others, matters that we've described in our form 8K filed with the SEC earlier today and other filings we make with the SEC. We disclaim any obligation to update these forward-looking statements, which may not be updated until our next quarterly earnings conference call, if at all. All references on this call to a quarter or year are to our fiscal quarter or fiscal year unless otherwise stated. Please note that due to the pending transaction with Terex, we will not be providing guidance for fiscal year 2026 and we are limited in what we can say beyond our scripted comments and what we have previously disclosed. Joining me on the call today is our president and CEO, Mark Skonechny, as well as our CFO, Amy Campbell. Please turn to slide three, and I'll turn the call over to Mark.

Thank you, Drew, and good morning to everyone joining us on today's call. Today, I will discuss select accomplishments as we exited the year, as well as our fiscal 2025 consolidated results and then move on to our consolidated fourth quarter financial performance. I will then turn it over to Amy to discuss our detailed segment financials. Before discussing our results, I would like to begin on slide three by providing an update on the strategic merger with Terex Corporation that was announced on October 30th. The preliminary S4 for the merger was filed with the SEC earlier this week, and the deal remains on track to close in the first half of calendar 2026. We are excited to be joining forces with Terex and to be embarking on the next chapter of our organizational transformation, creating an even stronger company with new opportunities to leverage our combined scale and operating systems to drive additional growth through product innovation and even greater efficiency. Before finalizing the agreement, we took a hands-on approach to diligence. Simon Meester, Terex's CEO and I, along with our respective operations leadership, spent meaningful time together visiting each other's facilities as we wanted to see operations firsthand and understand the day-to-day execution that drives each organization's success. Those visits confirmed the strength of both businesses and importantly revealed complementary capabilities and cultures that create real opportunities for value creation and product development over the long term. Across the networks, we identified clear areas where each company brings strengths that can be shared to enhance the combined enterprise. These include advancements in product and process simplification, greater use of automation capabilities to improve efficiency and consistency, and the potential to leverage the success of our centralized supply chain management team. Together, these opportunities will position the combined company to operate with greater speed consistency, and scale while maintaining the operational excellence and customer focus that define both organizations. As we move into the integration planning phase, we're applying that same level of diligence and collaboration to how we will structure the combined company. Our teams are actively creating detailed plans to capture operational synergies, align processes, and optimize organizational design. We're taking a best athlete approach across corporate functions by conducting ongoing interviews and evaluations to ensure we place the strongest talent from both organizations in the right roles. This thoughtful, deliberate process will help us build a unified team that's equipped to execute on a shared vision and deliver long-term value for our customers and shareholders with minimal execution risk. Furthermore, Because the segment management teams that have been responsible for driving the operational change and delivering the financial performance we are highlighting today will remain intact, they can continue to focus on building on the momentum demonstrated by our 2025 results. With a transaction that is essentially lift and shift, creating a new segment within Terex, we will be able to preserve REV's core strengths while integrating our systems, processes, and governance in a controlled and deliberate way. By combining careful planning with the operational diligence already completed, we can accelerate value creation from day one while maintaining stability for employees, customers, and other stakeholders. We view the merger of REV Group and Terex as a unique opportunity that will create meaningful value for our shareholders in the years ahead. Moving on to operational highlights, Throughout the year, we continue to make meaningful progress on increased throughput and shipments across our specialty vehicle operations. Our teams have continued to refine workflow sequencing, eliminating bottlenecks, and implementing lean practices that improve line efficiency and scheduling discipline. Though there is still work ahead, these operational improvements combined with better labor planning and stronger supplier coordination have allowed us to build buffer stocks of key sub-assemblies within the specialty vehicle segment that are needed to reduce production line gaps, lower cycle times, and delivery units at a faster, more consistent pace. Within recreational vehicles, disciplined cost management has limited the impacts of increased retail assistance and tariffs during a period of relatively flat retail sales and cautious dealer activity. Over the course of the year, we also saw tangible benefits from cross-functional initiatives focused on parts availability and quality. By improving visibility across our supply chain and aligning component deliveries more closely with production schedules, we reduced consolidated operating inventory by 58 million and increased daily output rates in the specialty vehicle segment. The gains in execution efficiency are translating directly into stronger performance on the floor, improved delivery times for our customers, and strong cash conversion. On the profitability side, higher production levels and rigorous cost controls have driven a clear step change in our consolidated financial performance. We delivered expanded adjusted EBITDA margins supported by higher throughput, greater operating leverage, and focused financial discipline. Importantly, Our supply chain teams have demonstrated outstanding execution in the face of a dynamic tariff environment, successfully mitigating cost pressures through proactive sourcing strategies and supplier diversification. The combination of these efforts resulted in fiscal fourth quarter consolidated adjusted EBITDA margin surpassing the low end of the fiscal 2027 target range communicated during last December's 2024 investor day. With our operations having stabilized from post pandemic disruptions and performing at a higher level, we're in a strong position to reinvest organically in the business. During the second quarter call, we announced that we are expanding our investments in our facilities to build on the momentum we've created and to further strengthen our production capabilities. These investments are focused on areas we can unlock the greatest value by enhancing efficiency, expanding capacity, and advancing the technologies and processes that will drive further sustained growth. Ultimately, these investments are about reaching industry leading performance in terms of both quality and lead time. By modernizing our facilities and deepening our operational capabilities, we're positioning the company to serve customers faster, more reliably, and with the highest product quality in the market. Our ability to make these investments is a direct result of the strong execution by our teams across the organization. Their focus on operational excellence has delivered meaningful earnings growth and improvements in working capital management with tighter inventory control, faster receivables collection, and thoughtful supplier collaboration, all contributing to our strong cash conversion and free cash flow delivered in fiscal 2025. Our high level of cash generation reflects not only the quality of our earnings, but also the rigor and accountability our teams have brought to managing every aspect of the balance sheet. I want to thank our employees for their hard work and commitment. Their efforts have been fundamental to our ability to continue delivering value to our stakeholders. In addition to reinvesting for growth, we remain firmly committed to returning cash to our shareholders. During the year, we returned approximately $121 million through a combination of share repurchases and regular cash dividends. This balanced approach of investing in the business while also returning excess capital shareholders is driving both near-term value and building an even stronger foundation for sustainable growth over time. Turning to slide four, full year 2025 consolidated net sales of $2.46 billion increased $83 million or 3.5% versus the prior year. Fiscal 2024 net sales include $164 million related to the bus manufacturing businesses that were exited within fiscal 2024. Adjusting for the exit, net sales increased $247 million or 11.1% year over year. Higher net sales were primarily driven by production ramps and efficiencies that increased shipments and price realization within the specialty vehicle segment throughout the fiscal year. Recreational vehicle segment sales were roughly flat compared to the prior year, reflecting solid performance in a challenging end market. Full-year consolidated adjusted EBITDA of $229.5 million increased 66.7 million, or 41%, year over year. Adjusting for $17.6 million of fiscal 2024 earnings related to the exited bus manufacturing businesses, adjusted EBITDA increased by 84.3 million, or 58.1%, and consolidated margin improved by 280 basis points. Programs aimed at improving operating efficiencies, focused supply chain management within a dynamic tariff environment, and price realization contributed to the consolidated margin increase versus the prior year. Please turn to page five of the slide deck as I move to review of our fourth quarter consolidated financial results. Fourth quarter sales were $664.4 million. As a reminder, the prior year's quarter included $9.8 million in net sales attributed to the bus manufacturing businesses. Excluding the impact from the exit of bus manufacturing, net sales increased $76.3 million or 13% compared to the prior year quarter. Consolidated adjusted EBITDA of 69.7 million increased 20.1 million. Excluding the impact of bus manufacturing, which was being wound down in the prior year quarter, adjusted EBITDA increased 19.8 million or 39.7%. As I mentioned earlier, fourth quarter consolidated adjusted EBITDA margin of 10.5% exceeds the low end of the 10 to 12% in our target range. provided for fiscal year 2027 at last year's investor day. We are pleased to achieve this level of performance and feel it demonstrates our current strength and supports continued advancement toward our goals. With that, please turn to slide six, and I'll turn the call over to Amy for detailed segment financials.

Thank you, Mark. Fourth quarter specialty vehicle segment sales were $507.4 million. an increase of $67.5 million compared to the prior year. As Mark mentioned, the prior year's quarter included $9.8 million of net sales attributed to bus manufacturing. Excluding the impact of the exit, net sales increased $77.3 million, or 18%, compared to the prior year quarter. This increase in net sales was primarily due to increased unit shipments, A FAVORABLE MIX OF HIGHER CONTENT FIRE APPARATUS AND PRICE REALIZATION. WE ARE PLEASED THAT THE TEAMS DELIVERED A FOURTH QUARTER UNIT VOLUME INCREASE THAT CONTINUED TO BUILD ON THE YEAR TO DATE MOMENTUM WE HAD ACHIEVED WITH A FULL YEAR UNIT GROWTH IN THE MID SINGLE DIGIT RANGE BEATING OUR ORIGINAL GUIDANCE OF LOW SINGLE DIGIT VOLUME GROWTH. SEGMENT ADJUSTED EBITDA OF $70.5 MILLION. increased $20.3 million, the prior year's quarter included a small loss attributed to the wind down of bus manufacturing operations. Excluding the impact, adjusted EBITDA increased $20 million, or 39.6%, compared to the prior year quarter. The increase in earnings was primarily due to increased sales of fire apparatus and ambulances, a favorable mix of fire apparatus, price realization, and operational efficiencies, partially offset by inflationary pressures. Segment profitability increased sequentially throughout the year, achieving an adjusted EBITDA margin of 13.9% in the fourth quarter. Excluding the impact of the bus manufacturing businesses, this represents a 220 basis point improvement versus the prior year quarter. Impressive financial performance throughout the year delivered a full year adjusted EBITDA margin of 12.5%, a 370 basis point increase on last year's pro forma of 8.8%, excluding the bus manufacturing businesses. Specialty vehicle segment backlog of $4.4 billion increased 5.3% versus the prior year. With higher throughput and shipments year over year, The increase in the backlog reflects continued strong demand for fire and emergency vehicles and a full year book to bill ratio greater than one times, which is in line with our expectations entering the fiscal year. At the same time, while demand for fire and emergency vehicles remain strong, the benefits we have seen from increased throughput reduce the duration of the backlog to approximately two years. Turning to slide seven, recreational vehicle segment sales of $157 million was approximately flat versus last year's fourth quarter. Slightly lower sales were primarily the result of fewer shipments of Class A units, increased retail assistance in the Class B category, and the sale of the Lance Camper business earlier in the year. These were largely offset by a favorable mix of diesel units in the Class A and Class C categories. Adjusted EBITDA of $9 million was an increase of $900,000 versus the prior year. The increase was primarily the result of actions taken to better align fixed and variable costs with in-market demand and a favorable category mix, partially offset by increased retail assistance in the Class B category and inflationary pressures, including the impact of tariffs. Segment backlog was $233 million at year end, 20% decline versus the prior year. The decrease reflects a challenging retail environment and continued dealer caution in stocking showroom inventories. We are encouraged, however, by the strong performance of our brands at two major industry events during the quarter, the 56th annual RV show in Hershey, Pennsylvania, and the dealer open house in Elkhart, Indiana. With a fourth quarter book-to-bill ratio of just over one times, We believe this segment is well positioned heading into the Tampa RV show in January, which traditionally sets the tone for the upcoming retail season. Turning to slide eight, trade working capital on October 31st, 2025 was $161.3 million, a decrease of $86.9 million compared to $248.2 million at the end of fiscal 2024. The decrease was primarily related to disciplined inventory management that reduced inventory $58 million, excluding the divestiture of lands, as well as an increase in customer advances. Full year cash flow from operating activities was $241.1 million, and free cash flow was a record at $190 million. $3.2 million on capital expenditures within the fourth quarter, and a total of $51.1 million for the full year, which included CapEx investments aimed at delivering organic growth and lower manufacturing costs. Net debt as of October 31st was $5.3 million, including $34.7 million of cash on hand, providing a solid foundation for the pending merger with Terex Corporation. With that, I would like to turn it back to Mark for closing remarks.

Thank you, Amy. I would like to close by saying I am proud of the hard work and improvements delivered by our team since I arrived nearly six years ago and believe the company has reached a level of performance that provides the foundation for even greater momentum as we enter our next chapter of growth. We are excited to be combining with Terex and view this to be a unique opportunity that we believe will create meaningful value for our employees and all of our stakeholders driving continued shareholder value creation. I appreciate your continued interest in joining us on today's call. As previously noted, due to the pending transaction with Terex, we will not be providing guidance for fiscal 2026, nor will we be providing forward-looking comments. We will be happy to answer your questions on our fiscal year 2025 and fourth quarter performance. And with that, I will turn it over to the operator for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. Our first question comes from the line of Oliver Zhang with Morgan Stanley. Please proceed with your question.

Hey, thanks for having me on today on behalf of Angel. Guys, on specialty orders, could you guys just talk a little bit more about what you're seeing on these orders? I assume they're shipping for 2028. Just curious if you can unpack, you know, what kind of pricing versus volume you're getting on those orders today. And then for the units that are already in the backlog, can you just remind us on how the pricing will flow through? I know you're not guiding 2026 at this point, but just on the stuff that's in the backlog, how does the price flow through for next year in 2027?

Yeah, I think Oliver, from the perspective going forward, like I said, we're not going to address that from a modeling perspective, but you know, we remain encouraged by the order rates and obviously, you know, as we've always discussed, we have lumpiness in the order book, but ultimately when you look at the full year being at over one, you know, one to 1.1 times for the year, as Amy said in prepared remarks, is encouraging and really what we expected for the year. So we continue to see strong demand and obviously with our unit volume being up to see that the order book is holding to that as well as very encouraging from all the efforts that we've done. So, you know, I'd leave it at that from a 25 perspective.

Got it. That's helpful. And then maybe just switching gears a little bit on market share. You know, obviously the tariffs, they, you know, haven't really helped on the cost side for you guys. But I'm just curious on the revenue side, have you seen any shifts in customer behavior? Are you guys taking share on the back of some of these tariffs? I know potentially maybe there's some favorability for domestic trucks versus international ones. So just curious there.

Yeah, I think when you look at most of our competitors in the fire and emergency space, Oliver, They're primarily North American based. I think they have pretty similar cost structures. You know, obviously they're not exactly the same. So what I would say is I don't think that there's any material competitive advantage that's being created or lost due to the tariff situation. I think our cost structures are pretty similar given most of North America fire and emergency vehicles are manufactured in North America.

Got it. Thank you, and I'll pass it on. Thanks, Oliver.

Our next question comes from the line of Mig Dobre with Baird. Please proceed with your question.

Hey, good morning, guys. It's Joe Grabowski on for Mig this morning.

Hey, Joe.

Hey, good morning. So specialty vehicle EBITDA margin nearly 14% in the fourth quarter, as you mentioned. Can you talk about what inning you're in regarding efficiency gains in both fire and in ambulance, or kind of early days, middle innings, or how much more is still left?

Yeah, I would say middle inning. So we're getting to that sixth or seventh. So we're not at the seventh inning stretch, if you want to put it into the innings perspective. But, you know, it's that sort of seventh inning. And I think purely from an efficiency standpoint, perspective, Joe, but obviously there's more to come as we've talked about in the simplification and standardization that we continue to look at across the portfolio. So we feel good that from an efficiency we're starting to see, you know, some tailwinds there driving the unit improvements we're seeing. And then ultimately we have other things within our four walls that we can address operationally beyond just getting our current workforce more efficient.

Got it. Okay. That sounds good. Thanks. And then maybe switching gears to RV. You mentioned seeing some strong interest in the recent RV shows. Can you maybe break it down by class? I mean, does the demand feel better in the Class Bs and Class Cs, or how is demand looking for the big Class As?

Yeah, I still would say it's lumpy on the Class A. So, you know, those go up and down. I think we're still, you know, bumping along as you see our competitors have come out as well. So, you know, I was hoping that we could say more from a perspective of where we'd end up after the open house, but I think it's still a wait and see environment. The Class Cs definitely in our space are doing very well. So we continue to be encouraged by our Renegade brand and some of the awards that they've won, but also the continued momentum we see there. And as we discussed in the last couple earnings calls, the Class B business still remains very challenged from that perspective in the market. So it's really a Class C story as well as some uptick in A, but ultimately it's still bumping along from that perspective.

Got it. Okay. I'll leave it there. Thank you.

Okay.

Thank you, Joe.

As a reminder, if you would like to ask a question, press star 1 on your telephone keypad. Our next question comes from the line of Greg Burns with Sedoti. Please proceed with your question.

Morning. You've announced some facilities investments to increase your efficiency and throughput. When you look at the backlog, where are there still opportunities within the network to invest in capacity to further increase your throughput rates?

Yeah, I think we've made pointed investments when we talk about automation. I think we talked about that on the prepared remarks, but where we can replacing single point of failure equipment, but also we talk about the investments we're making specifically in our branded facility in the S-180 expansion, but also in our aerial facility within our E1 brands. So, you know, we are making market investments when it comes to expanding the roof line, but ultimately within our, all our portfolio companies, we're looking at the ability to invest in automation, you know, some limited robotics, but also just making sure that we have the appropriate automation where we can to increase efficiency in those plants. So it's really a focused on a couple areas around aerial expansion, as well as the S-180. but then ultimately where we can get the most bang for the buck when it comes to efficiency improvement across the whole portfolio in investing in different capabilities and robotics.

Okay. And I don't know if this would fall into forward-looking statements or not, but when you look at the demand cycle within the specialty vehicle segment, it seems to be holding up like a lower for longer type thing. Maybe you could talk about why you think that is, what's driving that, and maybe your view on when we might start to see a more normalization of the strong demand that we've seen over the last few years.

Yeah, I think when you look at specialty vehicles and the fire and emergency markets, they have very strong secular tailwinds. You know, municipal tax budgets continue to remain strong. You know, we have said, you know, we have seen that industry start to normalize. It was normalizing during fiscal year 2025, and we expect that to continue and for it to return back to normal levels. I'm not going to predict the timeframe for that, but I think that process has already began. But the continued strength, you know, really a result of both just good secular tailwinds you know, as population grows and ages and then also the strength of municipal tax receipts.

All right. Thank you.

Thank you. We have reached the end of the question and answer session. And with that, the conclusion of today's call. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.