Vehicles for Life
November 2017
REV Group, Inc. (NYSE: REVG)
Investor Presentation
Forward-Looking Statements
This presentation includes statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This presentation 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 presentation 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 industry 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 our most recent prospectus and other risk factors described from time to time in subsequent annual and quarterly reports on Forms 10-K and 10-Q, which 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. We do 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.
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 the Company’s 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 the Company believes are not indicative of our underlying operating performance. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by total net sales. Adjusted Net Income represents net income as adjusted for certain after-tax, non-recurring, one-time and other adjustments which the Company believes are not indicative of our underlying operating performance as well as for the add-back of certain non-cash intangible 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 Appendix to this presentation.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this presentation relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send to you the prospectus if you request it by calling Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Morgan Stanley & Co. toll free at 1-866-803-9204, Robert W. Baird & Co. Incorporated toll free at 1-800-792-2473 or Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037.
The registration statement relating to the issuer's securities has not yet become effective and the securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction
2
Cautionary Statements & Non-GAAP Measures
Investment Highlights
Unique and Attractive Financial Profile5
Proven, Experienced and Aligned Management Team6
A Market Leader with Iconic Brands and One of the Largest Installed Bases of Vehicles1
Opportunity to Leverage Proven Track Record of Successful Acquisitions to Realize Incremental Upside from M&A4
Serves Attractive, Diverse & Growing End-Markets with Strong Macro Tailwinds &Significant Pent-Up Demand2
3
Multiple Controllable Growth & Synergies Levers to Drive Significant Earnings Growth and a long-term goal of a 10% EBITDA Margin3
COMPANY OVERVIEW
Segment Product Line
Class A DieselClass A Gasoline
Transit Bus
Pumper / Tanker
Aerial Fire Truck with Ladder
Type A School Buses
AmbulanceType III
AmbulanceType II
Sweepers
Mobility Van
Class C
Super C
REV has a diverse portfolio of vehicles, each distinctly positioned to target specific customer requirements & price points
One of the Industry’s Broadest Product Portfolios of Specialty Vehicles
Shuttle Bus
Terminal Trucks
Aircraft Rescue Fire Fighter
Ambulance Type I
Class B
Fire & Emergency
5
Commercial
Recreation
New Offerings for REV
International4%
REV at a Glance
¹ Represents YTD2017 period ending July 29, 2017; management estimates.
REV Group, Inc. (“REV”) is a leading North American designer, manufacturer, and distributor of specialty vehicles and related aftermarket parts and services
Leading market share across 3 segments: Fire & Emergency, Commercial and Recreation
29 iconic brands, several of which pioneered their categories
21 manufacturing and 12 aftermarket service locations across the country
Macro tailwinds driving growth including rising municipal spending, a growing aged population, increasing urbanization and pent-up demand
Diversified customer base - no customer accounts for greater than 6% of total sales in YTD2017
Nationwide distribution network including dealerships and direct sales
Ideal platform to continue consolidating fragmented specialty vehicle industry
Sales Mix¹Company Overview
6
By Segment By Vehicle Type By Geography
Fire &Emergency
42%
Commercial28%
Recreation30%
Specialty6%
Ambulance22%
Fire Apparatus
20%
CommercialBus8%
Transit Bus7%
Type A School Bus
6%
Motorized RV
30%
U.S.96%
LTM Sales (3Q 2017): $2.1billion
Most vehicle sales represent replacement of
existing products Aftermarket sales represent a growing portion of revenue
Dealer77%
Direct23%
By Channel
Vehicles95%
By Vehicles / AftermarketBy Customer TypeAftermarket
Parts / Service5%
Govt. / Muni.44%
Consumer29%
Private Contractor
13%
A leading diversified producer of specialty vehicles in the U.S.
Industrial / Commercial
14%
Significant Scale Advantages
Savings through centralized purchasing –products share similar supply chain, engineering and manufacturing processes
Economies of scale in manufacturing
Production flexibility based on utilization levels
Nationwide footprint with facilities located strategically close to key transportation centers and customers
National Manufacturing, Sales, & Service Footprint
21 manufacturing locations and 12 aftermarket service centers Over 5 million square feet of manufacturing and aftermarket service space 5 parts warehouses: Reno, NV; Dallas, TX; Tulsa, OK; Jefferson, NC; Decatur, IN Bus customers with access to more than 100 National Ryder service facilities
RTC for Fire Apparatus
Ontario, CA
RTC for RVs Coburg, OR
RTC for Fire ApparatusRockaway, NJ
Fire Apparatus Roanoke, VA
RTC for Fire & Emergency Ocala, FL
RTC for Fire &Emergency
Fort Lauderdale, FL
RTC for Fire Apparatus Latham, NY
RTCs for Fire & Emergency Houston, TX
RTC for RVs Alvarado,TX
RTC for Fire & Emergency Dallas, TX
RTC for RVsDecatur, IN
4 Bus Plants 2 Specialty Plants 9 Fire & Emergency Plants 6 RV Plants
3 REV Technical Centers (“RTC”) for RVs
9 REV Technical Centers for Fire & Emergency 2 REV Corp. Offices
Columbus, OH
South EI Monte, CA
Ocala, FL
Nesquehoning, PA
South Hutchinson, KS
Imaly City, MIElkhart, IN
Miami, FL
Orlando, FLLongview, TX/
Milwaukee, WI Decatur, IN
Riverside, CA
Salina, KS
Jefferson, NC
Hamburg, NY
Why This Matters
Sharing best practices and quality / safety standards in manufacturing processes
Reduction of delivery costs and lead times
Ability to offer high degree of product customization to satisfy most complex customer requirements
Ease in integration of acquisitions
7
Our manufacturing and aftermarket service network provides us with a competitive advantage
Bristol, IN
Holden, LA
Ambulance Remount Facility Jefferson, NC
New Acqs.
A Leading Plant and Service Network
Additional International Facility:
Sorocaba, Brazil
RTC for Fire Apparatus
San Francisco, CA
Parts Warehouse Dallas, TX
Parts Warehouse Reno, NV
Parts Warehouse Tulsa, OK
5 Parts Warehouse
Parts Warehouse
Jefferson, NC
Parts Warehouse Decatur, IN
Source: Management estimateNote: Replacement sales opportunity is calculated as the average number of annual units sold multiplied by the average useful life multiplied by the average selling price.
Average Life Cycle & Selling Price
Large Installed Base Drives Significant Recurring Replacement Sales
8
Replacement Value of REV’s Installed Base
Replacement demand for the aging fleet of REV’s products represents a significant revenue growth opportunity
RV
Bus
Fire
Ambulance
~$36 billion
Replacement value of REV’s in-service fleet1
Specialty
Incremental Impact of Recent
Acquisitions
Pumper trucks: 10-12 years ($160k - $650k)
Aerial Fire trucks: 20-30 years($475k - $1.2mm)
Shuttle bus: 5-10 years ($40k -$190k)
Transit bus:12 years ($100k-$500k)
School bus:8-10 years ($35k -$55k)
Recreation vehicles: 8-15 years ($65k - $600k)
Specialty vehicles:5-7 years ($25k - $165k)
Ambulance: 5-7 years ($65k - $350k)
Why Customers Choose REV for
Replacement
Repeat purchase to match in-service fleets
Brand loyalty and reputation for value, quality, and reliability
Long-standing customer relationships
Broad, customizable vehicle platform
Superior product quality and safety
Network of aftermarket parts and service centers
Luxury Buses
Class B RVs
1 Does not include the replacement value of the fleets from the 2017 acquisitions.
Key Facts & Commentary End-Market Growth
Fire & Emergency Aging population and urbanization
drives demand
Fire and Ambulance demand rising since 2011
Pent-up demand of 17,500 units for fire apparatus & ambulances since 2008 recession
Commercial
Urbanization increasing demand for buses
Outsourcing of transportation services
Legislated replacement requirements
Com
Recreation Poised for long-term growth with industry recovery
Increasing participation rates demonstrate long-term trend toward RV ownership
Recreation sales below pre-recession average
(000s)
0
2,000
4,000
6,000
8,000
10,000
12,000
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
'13
'14
'15
'16
Pre-2008 AverageActualCumulative Pent-up Demand
45.2
32.628.2
35.5 36.2
2006 2009 2012 2015 2016
57.2 55.9
13.2
28.2
47.354.9
Pre-Rec.Avg.
2006 2009 2012 2015 2016
Source: FAMA, NTEA AMD, RVIA, Mid-Size Bus Manufacturers Association (“MSBMA”), Management Estimate¹ Pre-recession average reflects the average from 1989 to 2007. 2 Percentage of FY2016 net sales. 3 Percentage of net sales YTD 3Q FY2017.
13.1 13.3 12.314.7 14.9
2006 2009 2012 2015 2016
9
Ambulance Unit SalesFire Apparatus Unit Sales
36.3 32.7
5.914.5
21.9 22.4
Pre-Rec.Avg.
2006 2009 2012 2015 2016
Class A Motorized RV Unit Sales (000s)Motorized RV Unit Sales (000s)
Shuttle Bus Unit Sales (000s) U.S. School Bus Sales (000s)
40% of NetSales2 (42% 3)
35% of Net Sales2 (28%3)
25% of Net Sales2 (30%3)
Growing End-Markets Benefit from Significant Incremental Pent-up Demand
REV’s end-markets have positive tailwinds across each segment as unit sales continue to trend toward pre-recession levels
9
Cumulative Pent-up Demand of 13,000 units
Cumulative Pent-up Demand of 4,500 units
Pre-Recession Avg.¹
Growth expected to continue
Unit Sales below 2006 peak
Pre-Recession Avg.¹
0
2,000
4,000
6,000
8,000
10,000
12,000
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
'13
'14
'15
'16
Pre-2008 AverageActualCumulative Shortfall
10
Multiple Controllable Growth LeversLarge Aftermarket Parts Growth Opportunity
REV9%
REV Aftermarket Opportunity & Capabilities
REV believes the aftermarket parts opportunity for its vehicles in service is ~$800 million annually
12RTC Facilities
~240,000Unit Installed
Base
~$27 million
Investment in FY2015-2016
OnlineTechnology
Platform
~$800 millionTotal annual
value of REV aftermarketparts opportunity
REV Market Share of ~$800 million Parts Opportunity
Current Market Share1
Expand market share in high
margin aftermarket parts
and service
Upside Opportunity
Dedicated management team to oversee aftermarket business executing comprehensive aftermarket strategy
Investing in building out capabilities including 4 dedicated warehouses
Centralizing aftermarket parts and services business to broaden market coverage
Establishing a web-based platform to provide customers with real time data on parts availability
Establishing new partnerships to enhance capabilities and availability of parts in efficient manner
1 Market share based on FY2016 results.
REV announced the start of a new collaborative connection with Ford Motor Company dealers for
parts in the 3rd quarter and the start of a new service partnership with Ryder System in the 2nd quarter
~6% Adj. EBITDA Margin
$1271
~10% EBITDAMargin
2016 Adj.EBITDA
LTM 7/29/17Adj. EBITDA
Cost &Efficiency
AftermarketGrowth
MarketShareGrowth
NewProducts and
Initiatives
ConservativeMarketGrowth
Long-termEBITDA Margin
Target
M&A Upside MarketRecoveryUpside
EBITDAwith UpsideOpportunity
~7% Adj. EBITDA Margin
$151
• F&E: Municipal spending and pent-up demand
• Commercial: Urbanization, aging population, municipal spending
• Recreation: Continued recovery in volumes to pre-recession levels
Conservative Market Growth
Multiple Controllable Growth LeversMany Achievable Paths to Significant EBITDA Growth
Upside vs. Plan
Well-defined roadmap to drive EBITDA growth over the long-term with additional upside through M&A, further end market recovery, and entry into new adjacent market segments
• Continue broadening dealer coverage
• Entrance into previously under-addressed end-markets
• RV re-entry into Class C category and improved Class A share
Market Share Growth
• ~$800mm2 annual sales opportunity
• ~$36 billion2 installed base
• Higher margin opportunity
Aftermarket Growth
• Ambulance remounts
• Continued product innovation expands addressable market
• 18 new products launched in 2017
New Products and Initiatives
• Many end-markets are still below historical averages
• Significant upside if end-markets continue to recover to pre-recession levels
Market Recovery Upside
• Highly fragmented market
• Large number of bolt-on opportunities
• Potential for transformative M&A
M&A Upside
B C
• Continued facility consolidation and optimization
• Cost of quality / warranty reduction
• Procurement optimization
Cost & Efficiency
E F G
Incremental Upside
A
Controllable Factors
AD E
B CF G
11
Note: These targets are forward-looking, are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results may vary and these variations may be material. For discussion of some of the important factors that could cause these variations, please consult the "Risk Factors" section of the prospectus. Nothing in this presentation should be regarded as a representation by any person that these goals will be achieved and the Company undertakes no duty to update its goals. ¹ FY2016 Adj. EBITDA of $127mm, including the $4mm Adj. EBITDA adjustment for KME operations prior to acquisition. For a reconciliation of Net Income to Adjusted EBITDA, see the appendix to this presentation.2 Does not include impact of FY2017 acquisitions.
D
REV is a Consolidator Disrupting the Specialty Vehicle IndustryOne of the Industry’s most active acquirers in the past decade
REV has created a unique platform to drive growth
2006 2008 2010 2012 2014 2016
Future
1960sSeveral brands founded their specialty vehicle segments and date back more than 50 years
Acquisitions
Milestones 2015
ASV is formed
Tim Sullivan becomes
ASV CEO
ASV renamed and rebranded REV Group
$1.2 billionin Sales1
$1.9 billionin Sales2
AIP Portfolio Companies
12
REV is poised to capitalize on momentum to continue redefining the specialty vehicle industry Unique size and scale amongst specialty vehicle manufacturers As a multi-line producer, offers unique cross-selling and cost synergy opportunities Differentiated business model versus competitors Four strategic acquisitions completed in FY2017 YTD
¹ Represents FY 2013.2 Represents FY 2016.
2017
ENC L.A. County Metro Transit Bus Contract
13
Contract Highlights:
Contract expected to provide 295 buses, with a provision for an additional 305 buses, over a 5-year period to the Los Angeles County Metropolitan Transportation Authority for public transportation within the city
Estimates at $415mm sales over five years starting in FY2018
Can be produced in existing CA location with little additional investment
Customers continue to choose REV for its ability to quickly deliver quality products tailored to their specific needs
REV Year-to-Date AcquisitionsRenegade RV
Class C RVs and specialty trailers, including “Super C” RV niche with high towing capacity. Complimentary RV products that will accelerate REV Group’s expansion into the Class C RV market
14
Product and service offerings:
• “Super C” Motor Coaches
• Sprinter Class C Motor Coaches
• Heavy-Duty Trailers
• Other Specialty vehicles
Synergy Opportunities:
• RV dealer network expansion
• New product introductions
• Procurement savings
• Rationalize manufacturing space among all RV facilities
Class B RVs and van-based luxury shuttle buses. Mercedes-Benz Master “Upfitter” of Class B RVs and Luxury Shuttle Buses
15
Custom built luxury van-based vehicles in the following categories:
• Class B RVs
• Business/Executive Transport
• Customized Van Conversions
Synergy Opportunities:
• RV dealer network expansion
• Procurement savings
• Production process improvements
• Rationalize manufacturing space between all RV facilities
REV Year-to-Date Acquisitions (Cont’d)Midwest Automotive Designs
Can we find another picture for this?
Full line custom and commercial fire apparatus as well as distributor of loose equipment. Based in Holden, LA with 300,000 square feetof manufacturing space and more than 450 employees
16
Custom built Fire Apparatus in the following categories: • Pumpers• Aerials• Tankers• Rescue and Wildland Vehicles
Synergy Opportunities:• Key customers (new dealers and
industrial customers)• Geographic expansion (Louisiana
and Texas)• Procurement leverage with E-
ONE and KME• Implementation of manufacturing
best practices• Ladder production• Aftermarket parts sales and
refurbishment opportunities
REV Year-to-Date Acquisitions (Cont’d)Ferrara Fire Apparatus
Can we find a less blurry picture?
REV Year-to-Date Acquisitions (Cont’d)AutoAbility
Best-in-Class mobility van “upfitter”, specializing in rear-access vehicles. Transaction broadens REV’s product offering in the North American wheelchair accessible vehicle (WAV) market
17
Converter of rear-entry mobility vans for consumer, commercial, and taxi markets
Complementary products to REV’s side-entry mobility vans sold through ElDorado Mobility. Vehicle platforms include:
• Minivan (Chrysler, Dodge, Toyota)
• Euro-style full-sized van (Dodge RAM ProMaster)
Synergy Opportunities:
• Expanded distribution and dealer network optimization with REV’s mobility and bus dealer networks
• Procurement savings:
• Chassis
• Major components used in mobility vehicles
• Production efficiencies with operational improvements and increased volume
Select New Product Introductions – Driving Product Leadership18 new products introduced in Fiscal 2017
18
E-ONE 100’ Metro Quint Aerial
Ambulance of the Future
Fire & Emergency
Renegade Valencia Super C
American Patriot Class B
Fleetwood Pulse Class C
Recreation
American Coach Luxury Sprinter Van
New Chrysler Pacifica
Ford Transit Hotel Van
Collins Low Floor Bus
Commercial
FINANCIAL OVERVIEW
$14
$34
$55
2014 2015 2016
9.1%13.1%
16.4%
2014 2015 2016
Impressive Growth and Significant Upside Opportunity
1,721 1,7351,926
2014 2015 2016
$62$90
$127
2014 2015 2016
($ millions)
6.4%²Margin (%)
Revenue Adjusted EBITDA1
Return on Invested Capital1,4
REV’s historical performance positions the company for strong and profitable future growth
20
Note: These targets are forward-looking, are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results may vary and these variations may be material. For discussion of some of the important factors that could cause these variations, please consult the "Risk Factors" section of the prospectus. Nothing in this presentation should be regarded as a representation by any person that these goals will be achieved and the Company undertakes no duty to update its goals.1 FY2016 Adj. EBITDA of $127mm includes $4mm Adj. EBITDA adjustment for KME operations prior to acquisition. See appendix of this presentation for a definition and reconciliation of Adj. EBITDA to Net Income. 2 FY2016 Adj. EBITDA margin assumes Adj. EBITDA of $123mm, excluding the $4mm Adj. EBITDA adjustment for KME operations prior to acquisition. 3 2017E Adjusted Net Income tax rate of 36.5%. See appendix of this presentation for a definition and reconciliation of Adj. Net Income to Net Income.4 ROIC – Return on Invested Capital defined as after-tax Adj. EBITDA divided by current maturities of notes payable, bank and other long-term debt plus notes payable, bank and other long-term debt, less current maturities plus total shareholders’ equity; assumes 36.5% effective tax rate.
3.6%
Adjusted Net Income3
2.9%Margin (%) 0.8%
($ millions)
($ millions)
5.2%
2.0%
Long-term Targets
Revenue Growth CAGR of high single digits
Targeted long-term EBITDA margin of ~10%
Long-term leverage target
Primarily replacement nature of demand and, inmany products, backlog provides revenue visibility
Strong growth potential in recurring parts sales with highly attractive margins
85% of costs of goods sold are variable
Focus on achieving ~10% long-term EBITDA margin target
Scaled and synergistic platform leveraging procurement, engineering, distribution, and support functions across business
Unique and Attractive Financial Profile
COGS Breakdown
Source: Company management.Note: These targets are forward-looking, are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results may vary and these variations may be material. For discussion of some of the important factors that could cause these variations, please consult the "Risk Factors" section of the prospectus. Nothing in this presentation should be regarded as a representation by any person that these goals will be achieved and the Company undertakes no duty to update its goals.
Highly Variable
Cost Structure
Attractive characteristics including highly variable cost structure and balance sheet flexibility
21
Materials (ex.
Chassis) Chassis
Labor
85% of COGS
are variable
Manufacturing Overhead
Other COGS
Cash and equivalents of $14.1 million with approximately $120 million available under our existing credit facilities as of July 29, 2017
Leverage < 2.0x with expected further deleveraging in Q4 FY2017 and FY2018
Flexible balance
sheet
Visible and
Recurring Revenue
Backlog July FY2017 ($952 million)
F&E$580
Commercial$255
RV$116
Total$952
< 2.0x EBITDALong-term leverage target
Broad based earning growth from controllable costs reduction initiatives and operating leverage
Adj. EBITDA growth in excess of sales growth highlights operating leverage and cost agenda
22
Strong 14.7% sales growth due to F&E, Recreation and the impact of acquisitions
110 basis point year-over-year improvement in gross margin driven by our cost reduction initiatives and pricing strategies
YTD 3Q FY2017 Adjusted Net Income1 of $46.7 million is 36% higher than a year ago
Adjusted EBITDA1 growth of 28.8% and EBITDA margin expansion by 70basis points year-over-year highlights embedded leverage in REV business model and margin focus
¹ For a reconciliation of net income (loss) to Adjusted Net Income and Adjusted EBITDA, see the Appendix to this presentation.
Consolidated YTD 3Q FY2017 Results
$ 1,381
$ 1,584
$ 1,250
$ 1,300
$ 1,350
$ 1,400
$ 1,450
$ 1,500
$ 1,550
$ 1,600
YTD 3QFY2016
YTD 3QFY2017
Net Sales ($mm)
$ 81
$ 104
5.9 %6.6 %
0.0 %
2.0 %
4.0 %
6.0 %
8.0 %
10.0 %
12.0 %
14.0 %
$ 0
$ 20
$ 40
$ 60
$ 80
$ 100
$ 120
YTD 3QFY2016
YTD 3QFY2017
Adj. EBITDA ($mm) Margin1
YTD 3Q 2016AAdj. EBITDA
Cost &Efficiency
AftermarketGrowth
MarketShare Growth
New Products& Initiatives
Market Growth M&A YTD 3Q 2017AAdj. EBITDA
~6.6% Adj. EBITDA Margin¹
$104~5.9% Adj.
EBITDA Margin
$81
Incremental Upside
Multiple Controllable Growth LeversYTD 3Q FY2017 EBITDA Improvement
REV has executed on its plan and delivered significant EBITDA growth and ~70bps of margin uplift in the first nine months of FY2017
• Launched 18 new products in the first nine months of FY2017
• Recent entrance into additional RV markets provides platform for further new products (e.g. Class B)
• Ramp up of ambulance remount capacity and capability in Jefferson, NC facility
• Continuing expansion of capabilities in vehicle leasing and rental space
New Products & Initiatives
A
DB
C
23
• Continued leadership in pricing and discounting structures across all three segments
• End market growth remains strong, steady and predictable
• Specifically RV end markets continue to accelerate toward pre-recession levels
• Focus on adjacent end markets for existing products (e.g., large municipal customers for transit buses
Market Growth
• Execution of synergy initiatives at acquired companies
• Continued execution of procurement initiatives
• Ongoing reduction in cost of quality
• Repurpose of one Commercial facility
Cost & Efficiency
• Continued development of platform to broadly share parts availability with customers
• Ongoing consolidation of parts business back office support structure
• Expanded RTC capabilities
• Announced new bus service partnership with Ryder
Aftermarket Growth
E
• Recent acquisitions include:
• AutoAbility
• Ferrara
• Midwest Automotive Design
• Renegade
M&A
Controllable Factors
F
• Further broadening of dealer coverage
• Developing exclusive dealer relationships in F&E and Commercial
• Expansion of direct selling capabilities organically and via acquisitions
• Acquisitions driving higher market share and growth leverage in specific categories
Market Share GrowthC DA B E F
¹ Organic Adj. EBITDA margin of ~6.7%.
Fire & Emergency YTD 3Q FY2017 Results
F&E backlog grew 5% since year end, and we have worked through nearly all of the legacy KME backlog creating a tailwind for margins moving into FY2018
Strong sales growth driven by Acquisitions
24
Strong 27.2% overall revenue growth in F&E was driven by the impact of acquisitions and product mix of high content fire apparatus
Excluding the impact of acquisitions, F&E Net Sales and EBITDA was up 5.8% and 19.9%, respectively, in the first nine months of 2017 versus the prior year
The decline in adjusted EBITDA margin is attributable to impact from businesses which currently have lower margins than the rest of the Fire and Emergency Segment
Ferrara acquired in April 2017, still in early stages of integration
$ 524
$ 666
$ 200
$ 300
$ 400
$ 500
$ 600
$ 700
$ 800
YTD 3QFY2016
YTD 3QFY2017
Net Sales ($mm)
$ 56
$ 70
10.7 % 10.5 %
0.0 %
5.0 %
10.0 %
15.0 %
20.0 %
25.0 %
30.0 %
$ 20
$ 30
$ 40
$ 50
$ 60
$ 70
$ 80
YTD 3QFY2016
YTD 3QFY2017
Adj. EBITDA ($mm) Margin1
¹ For a reconciliation of net income (loss) to Adjusted EBITDA, see the Appendix to this presentation.
Commercial YTD 3Q FY2017 Results
Continued to be selective about which sales opportunities we pursue
Adjusted EBITDA1 margin grew 50 basis points over last year despite lower revenue
25
Net Sales down over prior year driven by more disciplined effort toimprove margins in our shuttle bus product category
Commercial Adjusted EBITDA1 declined year over year due to reduced shuttle bus unit volume
Segment Adjusted EBITDA margin expanded ~50 basis points driven by sales mix, pricing initiatives and cost reduction actions
Pipeline of Commercial contract opportunities is robust going into 2018
$ 500
$ 444
$ 0
$ 100
$ 200
$ 300
$ 400
$ 500
$ 600
YTD 3QFY2016
YTD 3QFY2017
Net Sales ($mm)
$ 37 $ 36
7.5 %8.0 %
0.0 %
2.0 %
4.0 %
6.0 %
8.0 %
10.0 %
12.0 %
14.0 %
$ 0
$ 10
$ 20
$ 30
$ 40
$ 50
$ 60
YTD 3QFY2016
YTD 3QFY2017
Adj. EBITDA ($mm) Margin1
¹ For a reconciliation of net income (loss) to Adjusted EBITDA, see the Appendix to this presentation.
Recreation YTD 3Q FY2017 Results
31.7% sales growth as REV Recreation continues to improve market position
Strong revenue and Adjusted EBITDA1 growth driven by end markets, acquisitions, lower product costs and more attractive product portfolio
26
Sales grew 31.7% as REV Recreation continues leveraging their strong market positions and impact of acquisitions
Strong organic growth of 13.0% inthe first nine months of the year excluding the impact of theRenegade and Midwest acquisitions
Adjusted EBITDA1 grew significantly driven by acquisitions, sales volume, cost reductions and lower discounting
$ 358
$ 471
$ 0
$ 50
$ 100
$ 150
$ 200
$ 250
$ 300
$ 350
$ 400
$ 450
$ 500
YTD 3QFY2016
YTD 3QFY2017
Net Sales ($mm)
$ 7
$ 22
1.9 %
4.6 %
0.0 %
2.0 %
4.0 %
6.0 %
8.0 %
10.0 %
12.0 %
14.0 %
$ 0
$ 5
$ 10
$ 15
$ 20
$ 25
YTD 3QFY2016
YTD 3QFY2017
Adj. EBITDA ($mm) Margin1
¹ For a reconciliation of net income (loss) to Adjusted EBITDA, see the Appendix to this presentation.
Full Year Fiscal 2017 & 2018 GuidanceDouble digit sales growth coupled with even greater Adjusted EBITDA growth in both years
27
Net Sales: $2.3 billion to $2.4 billion (bottom end)
Adjusted EBITDA: $157 million to $162 million1 (mid-point)
¹ Full year forecasted net income is $36 million to $39 million for fiscal 2017 and is $85 million to $100 million for fiscal 2018.
Full Year 2017 Outlook
Full Year 2018 Guidance
Net Sales: $2.4 billion to $2.7 billion
Adjusted EBITDA: $200 million to $220 million1
This outlook does not include potential additional future M&A
Each year continues prior historical trend of strong top line growth exceeded by earnings growth
>30% growth in Adjusted EBITDA in both 2017 and 2018
On-track to achieve long-term target of >10% EBITDA margin
APPENDIX
29
Organic Sales and Adjusted EBITDA growth Reconciliation of Net Sales and Adjusted EBITDA growth for acquisitions Year-To-Date
For a reconciliation of Net Income to Adjusted EBITDA, see following pages in this Appendix.
(1) KME through April 2017, Renegade, Midwest and Ferrara
($ in millions) As
ReportedAcquired
Companies (1) OrganicAs
Reported Organic $% / bps $
% / bps
Fire & Emergency Net Sales 666.5$ (112.0)$ 554.4$ 524.0$ -$ 524.0$ 142.5$ 27.2% 30.5$ 5.8% Adjusted EBITDA 70.2$ (3.2)$ 67.0$ 55.9$ -$ 55.9$ 14.3$ 25.7% 11.1$ 19.9%
% of sales 10.5% 12.1% 10.7% 10.7% (13) 142
Commercial Net Sales 444.2$ -$ 444.2$ 499.8$ -$ 499.8$ (55.6)$ (11.1%) (55.6)$ (11.1%) Adjusted EBITDA 35.7$ -$ 35.7$ 37.3$ -$ 37.3$ (1.6)$ (4.2%) (1.6)$ (4.2%)
% of sales 8.0% 8.0% 7.5% 7.5% 58 58
Recreation Net Sales 470.9$ (66.9)$ 404.0$ 357.5$ -$ 357.5$ 113.4$ 31.7% 46.5$ 13.0% Adjusted EBITDA 21.7$ (6.7)$ 15.0$ 6.9$ -$ 6.9$ 14.9$ 216.8% 8.1$ 118.6%
% of sales 4.6% 3.7% 1.9% 1.9% 269 179
Total REV Net Sales 1,583.9$ (178.9)$ 1,405.0$ 1,381.2$ -$ 1,381.2$ 202.6$ 14.7% 23.7$ 1.7% Adjusted EBITDA 104.1$ (9.9)$ 94.2$ 80.8$ -$ 80.8$ 23.3$ 28.8% 13.4$ 16.5%
% of sales 6.6% 6.7% 5.9% 5.9% 72 85
As Reported Organic
AcquiredCompanies
YTD Q3 2017 YTD Q3 2016 Variance
30
Reconciliation of Net Income (Loss) to Adjusted EBITDA by SegmentYear-to-Date 2017
Fire & Emergency Commercial Recreation
Corporate & Other Total
Net Income (loss) 54,489$ 25,517$ 11,506$ (82,811)$ 8,701$ Depreciation & amortization 10,178 6,041 8,223 2,369 26,811 Interest expense, net 3,050 1,832 137 10,434 15,453 Provision for income taxes 4 — — 5,358 5,362
EBITDA 67,721 33,390 19,866 (64,650) 56,327 Transaction expenses 772 — — 1,970 2,742 Sponsor expenses — — 418 418 Restructuring costs 420 2,318 — 741 3,479 Stock-based compensation expense — — — 26,131 26,131 Non-cash purchase accounting 1,275 — 1,848 — 3,123 Loss on early extinguishment of debt — — — 11,920 11,920
Adjusted EBITDA 70,188$ 35,708$ 21,714$ (23,470)$ 104,140$
NINE MONTHS ENDED JULY 29, 2017
REV GROUP, INC.ADJUSTED EBITDA BY SEGMENT
(Unaudited; in thousands)
31
Reconciliation of Net Income (Loss) to Adjusted EBITDA by SegmentYear-to-Date 2016
Fire & Emergency Commercial Recreation
Corporate & Other Total
Net Income (loss) 45,294$ 29,740$ 3,443$ (60,366)$ 18,111$ Depreciation & amortization 6,639 6,050 3,295 1,131 17,115 Interest expense, net 2,921 1,474 21 16,412 20,828 Provision for income taxes — 4 — 7,250 7,254
EBITDA 54,854 37,268 6,759 (35,573) 63,308 Transaction expenses — — — 1,581 1,581 Sponsor expenses — — — 150 150 Restructuring costs 308 — 95 2,404 2,807 Stock-based compensation expense — — — 12,298 12,298 Non-cash purchase accounting 697 — — — 697
Adjusted EBITDA 55,859$ 37,268$ 6,854$ (19,140)$ 80,841$
NINE MONTHS ENDED JULY 30, 2016
REV GROUP, INC.ADJUSTED EBITDA BY SEGMENT
(Unaudited; in thousands)
32
Reconciliation of Net Income (Loss) to Adjusted EBITDAFull Years 2014 - 2016
October 31, October 31, October 29, 2014 2015 2016
Net income 1,488$ 22,877$ 30,193$ Depreciation and Amortization 18,901 19,084 24,593 Interest Expense 26,195 27,272 29,158 Provision for Income Taxes 3,295 11,935 13,050
EBITDA 49,879 81,168 96,994
Transaction Expenses 1,166 - 1,629 Sponsor Expenses 2,093 1,069 219 Restructuring Costs 7,516 4,652 3,521 Stock-based Compensation Expense 859 3,237 19,692 Non-cash purchase Accounting Expense - - 770
Adjusted EBITDA 61,513$ 90,126$ 122,825$
REV GROUP, INC.ADJUSTED EBITDA RECONCILIATION
(In thousands)
Fiscal Year Ended
33
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)Year-to-Date 2017
July 29, 2017
July 30, 2016
Net income 8,701$ 18,111$ Amortization of Intangible Assets 10,417 6,948 Transaction Expenses 2,742 1,581 Sponsor Expenses 418 150 Restructuring Costs 3,479 2,807 Stock-based Compensation Expense 26,131 12,298 Non-cash Purchase Accounting Expense 3,123 697 Loss on Early Extinguishment of Debt 11,920 — Income tax effect of adjustments (20,254) (8,359)
Adjusted Net Income 46,677$ 34,233$
REV GROUP, INC.ADJUSTED NET INCOME(Unaudited; in thousands)
Nine Months Ended
34
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)Full Years 2014 - 2016
October 31,2014
October 31,2015
October 29, 2016
Net income 1,488$ 22,877$ 30,193$ Amortization of Intangible Assets 8,790 8,586 9,423 Transaction Expenses 1,166 - 1,629 Sponsor Expenses 2,093 1,069 219 Restructuring Costs 7,516 4,652 3,521 Stock-based Compensation Expense 859 3,237 19,692 Non-cash Purchase Accounting Expense - - 770 Impact of KME Acquisition N/A N/A 2,953 Income Tax Effect of Adjustments (7,455) (6,404) (13,351)
Adjusted Net Income 14,457$ 34,017$ 55,049$
REV GROUP, INC.ADJUSTED NET INCOME
(In thousands)Fiscal Year Ended
Sheet1
REV GROUP, INC.
ADJUSTED NET INCOME
(In thousands)
Fiscal Year Ended
October 31,2014October 31,2015October 29, 2016
Net income$ 1,488$ 22,877$ 30,193
Amortization of Intangible Assets8,7908,5869,423
Transaction Expenses1,166-1,629
Sponsor Expenses2,0931,069219
Restructuring Costs7,5164,6523,521
Stock-based Compensation Expense8593,23719,692
Non-cash Purchase Accounting Expense--770
Impact of KME AcquisitionN/AN/A2,953
Income Tax Effect of Adjustments(7,455)(6,404)(13,351)
Adjusted Net Income$ 14,457$ 34,017$ 55,049
Vehicles for Life
Slide Number 1Cautionary Statements & Non-GAAP MeasuresInvestment HighlightsSlide Number 4One of the Industry’s Broadest Product Portfolios of Specialty VehiclesREV at a GlanceA Leading Plant and Service NetworkLarge Installed Base Drives Significant Recurring Replacement SalesGrowing End-Markets Benefit from Significant Incremental Pent-up DemandMultiple Controllable Growth LeversMultiple Controllable Growth LeversREV is a Consolidator Disrupting the Specialty Vehicle IndustryENC L.A. County Metro Transit Bus ContractREV Year-to-Date Acquisitions�Renegade RVSlide Number 15Slide Number 16REV Year-to-Date Acquisitions (Cont’d)�AutoAbilitySelect New Product Introductions – Driving Product Leadership�18 new products introduced in Fiscal 2017Slide Number 19Impressive Growth and Significant Upside OpportunityUnique and Attractive Financial ProfileSlide Number 22Multiple Controllable Growth LeversFire & Emergency YTD 3Q FY2017 ResultsCommercial YTD 3Q FY2017 ResultsRecreation YTD 3Q FY2017 ResultsFull Year Fiscal 2017 & 2018 GuidanceSlide Number 28Organic Sales and Adjusted EBITDA growth Reconciliation of Net Income (Loss) to Adjusted EBITDA by SegmentReconciliation of Net Income (Loss) to Adjusted EBITDA by SegmentReconciliation of Net Income (Loss) to Adjusted EBITDAReconciliation of Net Income (Loss) to Adjusted Net Income (Loss)Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)Slide Number 35