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What changed in REV Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of REV Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+304 added−269 removedSource: 10-K (2025-12-10) vs 10-K (2024-12-11)

Top changes in REV Group, Inc.'s 2025 10-K

304 paragraphs added · 269 removed · 226 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

63 edited+7 added−13 removed85 unchanged
Biggest changeLuxury vans are typically used for business purposes, university and professional sports team transportation, limousine services and even larger families in need of space for a primary driving vehicle Travel Trailers and Truck Campers • Travel Trailers range in sizes of 14 feet up to 35 feet, and can sleep up to anywhere from 1-10 people • Travel Trailers are towed by another vehicle, can be parked and detached for ease of use • Typically contains a kitchen, dining, bath and sleep area • Truck campers are portable units easily loaded onto the bed of a pickup truck • Truck campers range in size from 6’- 12’ with floorplan arrangements that sleep 3-6 people • Livable areas are maximized, most floorplans offer full kitchens, bathrooms, living areas and storage space Our Markets For fiscal year 2024, our net sales within North America represented approximately 99% of our overall net sales.
Biggest changeLuxury vans are typically used for business purposes, university and professional sports team transportation, limousine services and even larger families in need of space for a primary driving vehicle Our Markets For fiscal year 2025, our net sales within North America represented approximately 99% of our overall net sales.
We believe end customers tend to be brand-loyal and repeat buyers who make decisions based on brand, quality, product configuration (primarily floorplan design, features and product styling), service availability and experience and price.
We believe end customers tend to be brand-loyal and repeat buyers who make decisions based on brand, quality, product configuration (primarily floorplan design, features and product styling), service availability, experience and price.
Growth in our end markets is driven by various macro-economic and demographic factors including: • Population demographics —Overall population growth and the aging population create greater needs for essential services such as emergency care, healthcare services, transportation and interest in retirement activities including travel and leisure. • Increasing state and local government investment — Higher home values and new housing starts create an increasing tax base and greater demand for essential services provided by governmental agencies. • Replacement demand for emergency vehicles — Increasing legislated changes requiring useful life replacement cycles will create a source of recurring demand for our products as in-service vehicles achieve mileage or age limits. • Increasing popularity for outdoor lifestyles —There has been a growth of interest in outdoor recreational activities, with RVs providing access to vast and diverse areas.
Growth in our end markets is driven by various macro-economic and demographic factors including: • Population demographics —Overall population growth and the aging population create greater needs for essential services such as emergency care, healthcare services, transportation and interest in retirement activities including travel and leisure. • Increasing state and local government investment —New housing starts and higher home values create an increasing tax base and greater demand for essential services provided by governmental agencies. • Replacement demand for emergency vehicles —Increasing legislated changes requiring useful life replacement cycles will create a source of recurring demand for our products as in-service vehicles achieve mileage or age limits. • Increasing popularity for outdoor lifestyles —There has been a growth of interest in outdoor recreational activities, with RVs providing access to vast and diverse areas.
Centralized Sourcing— We utilize a centralized sourcing model that includes a dedicated team of procurement professionals to complement our segment sourcing teams so that we can coordinate and leverage our purchases across a diverse supplier base. Our centralized sourcing model leverages our growing scale within our markets to achieve more competitive pricing and to help ensure availability.
We utilize a centralized sourcing model that includes a dedicated team of procurement professionals to complement our segment sourcing teams so that we can coordinate and leverage our purchases across a diverse supplier base. Our centralized sourcing model leverages our growing scale within our markets to achieve more competitive pricing and to help ensure availability.
We strive to keep our direct sales force representatives and dealers up to date on our product offerings and new features as well as market trends. We believe our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, which we believe enables us to develop expertise valued by our customers.
We strive to keep our direct sales force representatives and dealers up to date on our product offerings and new features as well as market trends. Our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, which we believe enables us to develop expertise valued by our customers.
We believe our dealers hold strong positions in their assigned territories, providing us with a significant competitive advantage. In addition, we participate in GSA Schedules Program, and we export to most of the international markets that participate in this program. These include countries in the Middle East, Latin America and the Caribbean basin.
We believe our dealers hold strong positions in their assigned territories, providing us with a significant competitive advantage. In addition, we participate in the GSA Schedules Program, and we export to most of the international markets that participate in this program. These include countries in the Middle East, Latin America and the Caribbean basin.
Engineering, Research and Development We believe our engineering, research and development (“R&D”) capabilities are essential to ensure we remain competitive in the markets in which we operate. We continue to engage in new product development, enhancement and testing to improve both existing products and the development of new vehicles and components.
Engineering and Research and Development We believe our engineering and research and development (“R&D”) capabilities are essential to ensure we remain competitive in the markets in which we operate. We continue to engage in new product development, enhancement and testing to improve both existing products and the development of new vehicles and components.
We use leading and lagging metrics to monitor our performance and effectiveness across our operations and individual business units. Corporate Information REV Group, Inc. is a corporation organized under the laws of the state of Delaware. Our principal executive offices are located at 245 South Executive Drive, Suite 100, Brookfield, Wisconsin 53005.
We use leading and lagging metrics to monitor our performance and effectiveness across our operations and individual business units. 15 Corporate Information REV Group, Inc. is a corporation organized under the laws of the state of Delaware. Our principal executive offices are located at 245 South Executive Drive, Suite 100, Brookfield, Wisconsin 53005.
Our telephone number at that address is (414) 290-0190. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports available through our website, as soon as reasonably practicable after we file such material with, or furnish it to, the SEC. Our website address is www.revgroup.com.
Our telephone number at that address is (414) 290-0190. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports available through our website, as soon as reasonably practicable after we file such material with, or furnish such material to, the SEC. Our website address is www.revgroup.com.
Recreational Vehicles Product Description/Application Class A Motorized RVs (Gas, Diesel) • Class A motorized RVs can be as long as 45 feet and are usually equipped with a rear master suite including a full bathroom and shower and many include a washer/dryer unit on board • Today’s Class A motorized RVs tend to have multiple slide outs (some can expand to a width of over 14 feet), home sized appliances, multiple large flat screen TV’s, surround sound systems and even electric-heated fireplaces and ice machines • Keeps users comfortably on the road for long periods of time including comfortable sleeping accommodations and basement storage to carry ample supplies • Constructed on a commercial truck chassis, a specially designed motor vehicle chassis or a commercial bus chassis, a Class A motorized RV resembles a bus in design and has a flat or vertical front end with large forward windows Class C Motorized RVs • Class C and Super-C motorized RVs make use of a standard van or commercial truck chassis as the driving portion of the RV, allowing better access to the cab portion from the outside, since there are entry doors on both sides • The house (or camper) portion of the RV extends over the cab area which commonly has a sleeping compartment or other uses such as storage or entertainment • A Class C motorized RV is equipped with a kitchen/dining area featuring a refrigerator/freezer, a propane range (sometimes with an oven), a microwave oven and a table with seating.
Recreational Vehicles Product Description/Application Class A Motorized RVs • Class A motorized RVs can be as long as 45 feet and are usually equipped with a rear master suite including a full bathroom and shower and many include a washer/dryer unit on board • Today’s Class A motorized RVs tend to have multiple slide outs (some can expand to a width of over 14 feet), home sized appliances, multiple large flat screen TV’s, surround sound systems and even electric-heated fireplaces and ice machines • Keeps users comfortably on the road for long periods of time including comfortable sleeping accommodations and basement storage to carry ample supplies • Constructed on a commercial truck chassis, a specially designed motor vehicle chassis or a commercial bus chassis, a Class A motorized RV resembles a bus in design and has a flat or vertical front end with large forward windows 7 Class C Motorized RVs • Class C and Super-C motorized RVs make use of a cutaway van or commercial truck chassis as the driving portion of the RV, allowing better access to the cab portion from the outside, since there are entry doors on both sides • The house (or camper) portion of the RV extends over the cab area which commonly has a sleeping compartment or other uses such as storage or entertainment • A Class C motorized RV is equipped with a kitchen/dining area featuring a refrigerator/freezer, a propane range (sometimes with an oven), a microwave oven and a table with seating.
In the Recreational Vehicles segment, our competition includes Thor Industries, Inc., Winnebago Industries, Inc., and Forest River Inc., among others. Seasonality In a typical year, our operating results are impacted by seasonality.
In the Recreational Vehicles segment, our competition includes Thor Industries, Inc., Winnebago Industries, Inc., and Forest River Inc., among others. 14 Seasonality In a typical year, our operating results are impacted by seasonality.
Specialty Vehicles Segment Our fire apparatus business partners with a combination of independent dealer networks and a direct sales force to sell our products in the North American market. Additionally, we sell Spartan cab chassis to OEM manufacturers. Dealers hold a strong position in their assigned territories, providing us with a significant competitive advantage.
Specialty Vehicles Segment Our fire apparatus business partners with a combination of independent dealer networks and a direct sales force to sell our products in the North American market. Additionally, we sell Spartan cab chassis to OEM manufacturers. We believe that our dealers hold a strong position in their assigned territories, providing us with a significant competitive advantage.
We have historically focused on customers within the United States; however, we believe there is demand internationally for our products and may seek to expand our distribution globally. Accelerate Aftermarket Growth— Our end users’ large in-service fleets create strong demand for aftermarket parts in order to keep vehicles running and to support their residual value.
We have historically focused on customers within the United States; however, we believe there is international demand for our products and may seek to expand our distribution globally. Accelerate Aftermarket Growth— Our end users’ large in-service fleets create strong demand for aftermarket parts in order to keep vehicles running and to support their residual value.
Employees As of October 31, 2024, we had approximately 5,700 employees, temporary workers and contractors. Our employees are not currently represented by a labor union or collective bargaining agreement. We believe that our relationship with our employees is generally positive. Human Capital Management Oversight & Management We believe our success depends on the strength of our workforce.
Employees As of October 31, 2025, we had approximately 5,700 employees, temporary workers and contractors. Our employees are not currently represented by a labor union or collective bargaining agreement. We believe that our relationship with our employees is generally positive. Human Capital Management Oversight & Management We believe our success depends on the strength of our workforce.
In the Specialty Vehicles segment, specific to fire and ambulance products, increasing legislated changes requiring useful life replacement cycles will create a source of recurring demand for our products as in-service vehicles achieve mileage or age limits. We believe demand for our fire and ambulance products will grow with increasing state and local government spending.
In the Specialty Vehicles segment, specific to fire and ambulance products, increasing legislated changes requiring useful life replacement cycles will create a source of recurring demand for our products as in-service vehicles achieve mileage or age limits. We believe demand for our fire and ambulance products will continue with increasing state and local government spending.
We then build the vehicle body, and design, fabricate and install the living area and driver’s compartment of these motorized RVs. Class B RVs are built on a consumer van chassis with the entire living area contained within the van frame. Class C RVs are built on standard van chassis which include an engine, drivetrain and a finished cab section.
We then build the vehicle body, and design, fabricate and install the living area and driver’s compartment of these motorized RVs. Class B RVs are built on a consumer van chassis with the entire living area contained within the van frame. Class C RVs are built on cutaway van chassis which include an engine, drivetrain and a finished cab section.
Terminal truck and sweeper products are primarily used to move freight in warehouses, intermodal yards, distribution and fulfillment centers and ports, and in road construction activities, respectively. Terminal truck demand is driven by replacement of in-service fleets, growth in trade and the increased use of intermodal freight services and warehouses.
Terminal truck and sweeper products are primarily used to move freight in warehouses, intermodal yards, distribution and fulfillment centers and ports, and in road construction activities, respectively. Terminal truck demand is driven by replacement of in-service fleets and the increased use of intermodal freight services and warehouses.
Liability under these laws may be imposed without regard to fault and may be joint and several. 14 Competition The markets in which we participate are highly competitive. We compete with both divisions of large, diversified companies as well as private and public companies.
Liability under these laws may be imposed without regard to fault and may be joint and several. Competition The markets in which we participate are highly competitive. We compete with divisions of large, diversified companies as well as private and public companies.
We also own registered trademarks in the United States for certain trade names and important products. Due to the markets in which we operate, we believe that our trade names are the most valuable component of our intellectual property.
We also own registered trademarks in the United States and certain foreign jurisdictions for certain trade names and important products. Due to the markets in which we operate, we believe that our trade names are the most valuable component of our intellectual property.
Specialty Vehicles Product Description/Application Pumper / Tanker • Most standard fire apparatus found in fire department fleets • Transports firefighters to the scene of an emergency • Onboard pump and water tank for immediate water supply upon arrival on scene to fight fires • Connects to more permanent water sources such as fire hydrants or water tenders for continuous firefighting capability Aerial • Transports firefighters to the scene of an emergency and supports fire suppression • Facilitates access or egress of firefighters and fire victims at height using a large telescopic ladder • Ladder is mounted on a turntable on a truck chassis allowing it to pivot around a stable base to transport firefighters and fire suppression to the scene • Typically contains a pump, provides a high-level water point for firefighting via elevated master water stream • Provides a platform from which tasks such as ventilation or overhaul can be executed 5 ARFF • Transports firefighters to the scene of an airport emergency • Highly specified (by the Federal Aviation Administration, “F.A.A.”) fire engine designed for use at global airfields where F.A.A. regulated commercial planes land to assist with potential aircraft accidents • Has the ability to move on rough terrain outside the runway and airport area and provides large water capacity and a foam tank • Able to deliver a fire suppression chemical foam stream to the scene, which “flattens” the fire faster • Capability to reach an airplane quickly and rapidly extinguish large fires involving jet fuel Rescue • Transports first responders to the scene of an emergency • Used in a wide array of applications from technical rescue/multi-vehicle accidents, confined space/high-angle rescue, area illumination, extrication, wet rescue, Haz-Mat and urban search and rescue, as well as many other disciplines • Maximum storage space and equipment capabilities in a heavy-duty platform with large transverse storage solutions for extra gear Cab & Chassis • Custom manufacture of emergency response cabs and chassis which are sold to both related and third-party custom fire apparatus OEM’s and tailored to customer specifications based on such factors as application, terrain, street configuration and the nature of the community, state or country in which the fire truck will be utilized • Built to keep crews comfortable and safe with high rooflines, flat floors, advanced climate control systems, and advanced safety systems • Ergonomic and spacious cab with improved visibility, in-cab communications, storage and comfort Ambulance Type I • Transports paramedics and other emergency support technicians as well as a “mobile hospital” to the scene of an emergency • Patient compartment structural aluminum “box” mounted on a heavy truck chassis and used for advanced life support and rescue work, patient care and transport • Provides out-of-hospital medical care to the patient at the scene or while in transit Ambulance Type II • Transports paramedics and other emergency support technicians to the scene of an emergency • Van-based ambulance with relatively fewer ambulance modifications and containing relatively less medical equipment than Type I or Type III ambulances • Used for basic life support and to care for and transfer patients that require no, or only basic, life support services to a hospital or between places of medical treatment Ambulance Type III • Transports paramedics and other emergency support technicians as well as a “mobile hospital” to the scene of an emergency • Patient compartment structural aluminum “box” mounted on a cut-away van chassis and has the same use and application as a Type I ambulance Sweeper • Used in a variety of cleaning and preparation applications in road construction and paving industries • Typically used in street, highway, bridge or interstate construction projects • Applications use broom or push technology, as well as water cleaning capabilities • Some applications also include snow removal • Significant aftermarket parts such as sweeper brushes 6 Terminal Truck • Custom built tractor used to move trailers and containers within a cargo yard, warehouse facility or intermodal facility • Includes a single person cab offset to the side of the engine with a short wheelbase and rear cab exit • Some units have a fifth wheel with an integrated lifting mechanism that allows the semi-trailer landing legs to remain in the down position during movement enabling efficient movement • Steel side wall cab and floor construction for protection in harsh and dangerous work environments Our Recreational Vehicles segment serves the recreational vehicles (“RV”) market through the following principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade RV, Midwest Automotive Designs and Lance Camper.
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 product type from our Specialty Vehicles segment brands. 5 Specialty Vehicles Product Description/Application Pumper / Tanker • Most standard fire apparatus found in fire department fleets • Transports firefighters to the scene of an emergency • Onboard pump and water tank for immediate water supply upon arrival on scene to fight fires • Connects to more permanent water sources such as fire hydrants or water tenders for continuous firefighting capability Aerial • Transports firefighters to the scene of an emergency and supports fire suppression • Facilitates access or egress of firefighters and fire victims at height using a large telescopic ladder • Ladder is mounted on a turntable on a truck chassis allowing it to pivot around a stable base to transport firefighters and fire suppression to the scene • Typically contains a pump, provides a high-level water point for firefighting via elevated master water stream • Provides a platform from which tasks such as ventilation or overhaul can be executed ARFF • Transports firefighters to the scene of an airport emergency • Highly specified (by the Federal Aviation Administration (“F.A.A.”)) fire engine designed for use at global airfields where F.A.A. regulated commercial planes land to assist with potential aircraft accidents • Has the ability to move on rough terrain outside the runway and airport area and provides large water capacity and a foam tank • Able to deliver a fire suppression chemical foam stream to the scene, which can “flatten” the fire faster • Capability to reach an airplane quickly and rapidly extinguish large fires involving jet fuel Rescue • Transports first responders to the scene of an emergency • Used in a wide array of applications from technical rescue/multi-vehicle accidents, confined space/high-angle rescue, area illumination, extrication, wet rescue, Haz-Mat and urban search and rescue, as well as many other disciplines • Maximum storage space and equipment capabilities in a heavy-duty platform with large transverse storage solutions for extra gear Cab & Chassis • Custom manufacture of emergency response cabs and chassis which are sold to both related and third-party custom fire apparatus original equipment manufacturers ("OEMs") and tailored to customer specifications based on such factors as application, terrain, street configuration and nature of the community, state or country in which the fire truck will be utilized • Built to keep crews comfortable and safe with high rooflines, flat floors, advanced climate control systems, and advanced safety systems • Ergonomic and spacious cab with improved visibility, in-cab communications, storage and comfort Ambulance Type I • Transports paramedics and other emergency support technicians as well as a “mobile hospital” to the scene of an emergency • Patient compartment structural aluminum “box” mounted on a heavy truck chassis and used for advanced life support and rescue work, patient care and transport • Provides out-of-hospital medical care to the patient at the scene or while in transit 6 Ambulance Type II • Transports paramedics and other emergency support technicians to the scene of an emergency • Van-based ambulance with relatively fewer ambulance modifications and containing relatively less medical equipment than Type I or Type III ambulances • Used for basic life support and to care for and transfer patients that require no, or only basic, life support services to a hospital or between places of medical treatment Ambulance Type III • Transports paramedics and other emergency support technicians as well as a “mobile hospital” to the scene of an emergency • Patient compartment structural aluminum “box” mounted on a cut-away van chassis and has the same use and application as a Type I ambulance Sweeper • Used in a variety of cleaning and preparation applications in road construction and paving industries • Typically used in street, highway, bridge or interstate construction projects • Applications use broom or push technology, as well as water cleaning capabilities • Some applications also include snow removal • Significant aftermarket parts such as sweeper brushes Terminal Truck • Custom built tractor used to move trailers and containers within a cargo yard, warehouse facility or intermodal facility • Includes a single person cab offset to the side of the engine with a short wheelbase and rear cab exit • Some units have a fifth wheel with an integrated lifting mechanism that allows the semi-trailer landing legs to remain in the down position during movement enabling efficient movement • Steel side wall cab and floor construction for protection in harsh and dangerous work environments Our Recreational Vehicles segment serves the recreational vehicles (“RV”) market through the following principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade RV and Midwest Automotive Designs.
An air conditioner, water heater, furnace and outside canopy are also typically included • Class C motorized RVs often feature a towing hitch enabling the pulling of a light weight or heavy trailers for boats, a small car or truck or other sports accessories 7 Class B Motorized RVs • Class B motorized RVs can range from 16 to 22 feet, and are typically built on an automotive van chassis or panel-truck shell • Class B motorized RVs drive more like the family car, are easier to park and maneuver, but also offer the comforts and conveniences of a home on the road • Typically equipped with a “wet” or “dry” bath configuration, which includes toilet, shower, and sink • Fewer amenities than a Class A and Class C unit, the Class B will typically have seating for 6 to 8 people, a small kitchenette complete with refrigerator and microwave, and comes equipped with flat screen TV/surround sound, roof mounted A.C., and a smaller generator • Limited sleeping capacity, typically a 2-person, overnight coach • Class B includes motorized RVs and luxury vans which have a broad appeal due to their versatility and ease of driving.
An air conditioner, water heater, furnace and outside canopy are also typically included • Class C motorized RVs often feature a towing hitch enabling the pulling of light weight or heavy trailers for boats, a small car or truck or other sports accessories Class B Motorized RVs • Class B motorized RVs can range from 16 to 22 feet, and are typically built on an automotive van chassis or panel-truck shell • Class B motorized RVs drive more like the family car, are easier to park and maneuver, but also offer the comforts and conveniences of a home on the road • Typically equipped with a “wet” or “dry” bath configuration, which includes toilet, shower, and sink • Fewer amenities than Class A and Class C units, the Class B will typically have seating for six to eight people, a small kitchenette complete with refrigerator and microwave, and comes equipped with flat screen TV/surround sound, roof mounted A.C., and a smaller generator • Limited sleeping capacity, typically a two-person, overnight coach • Class B includes motorized RVs and luxury vans which have a broad appeal due to their versatility and ease of driving.
Our well-respected and widely recognized proprietary trade names include: E-ONE, KME, Ferrara, Spartan, Smeal, Ladder Tower Company, Wheeled Coach, Road Rescue, AEV, Horton, Leader, Capacity, LayMor, Fleetwood RV, Monaco, American Coach, Holiday Rambler, Renegade, Midwest Automotive Designs, Goldshield and Lance Camper.
Our well-respected and widely recognized proprietary trade names include: E-ONE, KME, Ferrara, Spartan, Smeal, Ladder Tower Company, Wheeled Coach, Road Rescue, AEV, Horton, Leader, Capacity, LayMor, Fleetwood RV, American Coach, Holiday Rambler, Renegade, Midwest Automotive Designs, and Goldshield.
Many families are opting to vacation in RVs, which offer flexibility and freedom while avoiding common travel hassles and providing access to the great outdoors. 9 Our Strengths We believe we have the following competitive strengths: A Market Leader Across Both of Our Segments with a Large Installed Base— We believe we are a market leader in each of the specialty vehicle and recreational vehicle markets.
Many families are opting to vacation in RVs, which offer flexibility and freedom while avoiding common travel hassles and providing access to the great outdoors. 9 Our Strengths We believe we have the following competitive strengths: A Leader Across Both of Our Segments with a Large Installed Base— We believe we are a leading producer in each of the specialty vehicle and recreational vehicle markets in which we operate.
As a result, most of our dealers have sold our products for over a decade and are serving a well-established installed base of end customers, creating cost advantages and strong positions due to customer loyalty. We also periodically assist our dealers in composing bid packages for larger opportunities that involve our product lines.
As a result, most of our dealers have sold our products for over a decade and are serving a well-established installed base of end customers, earning strong positions due to customer loyalty. We also periodically assist our dealers in composing bid packages for larger opportunities that involve our product lines.
We believe our manufacturing and service network, consisting of 17 primary manufacturing facilities, 3 Regional Technical Centers (“RTCs”) and 3 aftermarket parts warehouses, provides us with a competitive advantage through the sharing of best practices, manufacturing flexibility based on relative facility utilization levels, access to geographically diverse labor pools, lower delivery costs, economies of scale, customer service capabilities, and a complementary distribution system.
We believe our manufacturing and service network, consisting of 16 primary manufacturing facilities, three Regional Technical Centers (“RTCs”), and two aftermarket parts warehouses provides us with a competitive advantage through the sharing of best practices, manufacturing flexibility based on relative facility utilization levels, access to geographically diverse labor pools, lower delivery costs, economies of scale, customer service capabilities, and a complementary distribution system.
Our products in the Recreational Vehicles 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 van or commercial truck chassis), Class B RVs (motorhomes built out within a van chassis and high-end luxury van conversions), and towable travel trailers and truck campers.
Our products in the Recreational Vehicles 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 van or commercial truck chassis), and Class B RVs (motorhomes built out within a van chassis and high-end luxury van conversions).
Equity Sponsor Exit Prior to the second quarter of fiscal year 2024, the Company’s largest equity holder was comprised of (i) American Industrial Partners Capital Fund IV, LP, (ii) American Industrial Partners Capital Fund IV (Parallel), LP and (iii) AIP/CHC Holdings, LLC, which the Company collectively refers to as “AIP” or “Sponsor”.
Equity Sponsor Exit Prior to the second quarter of fiscal year 2024, the Company’s largest equity holder was comprised of (i) American Industrial Partners Capital Fund IV, LP, (ii) American Industrial Partners Capital Fund IV (Parallel), LP and (iii) AIP/CHC Holdings, LLC, (collectively, “AIP” or “Sponsor”).
We estimate that the replacement value of our installed base of approximately 164,000 vehicles across our segments is approximately $41.3 billion, which we believe is a significant competitive advantage for both replacement unit sales and aftermarket parts, as brand familiarity drives customer loyalty and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations.
We estimate that the replacement value of our installed base of approximately 135,000 vehicles across our segments is approximately $43.4 billion, which we believe is a significant competitive advantage for both replacement unit sales and aftermarket parts, as brand familiarity drives customer loyalty and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations.
We have ecommerce capabilities to provide our customers with real time data on parts availability and pricing for each of the vehicles we manufacturer. 11 Pursue Value Enhancing Acquisitions— We seek to pursue acquisitions which enhance our existing market positions, facilitate our entry to new product categories and/or markets and achieve our targeted financial returns.
We have ecommerce capabilities to provide our customers with real time data on parts availability and pricing for each of the vehicles we manufacture. 11 Pursue Value Enhancing Acquisitions— We seek to pursue acquisitions which enhance our existing product offerings, facilitate our entry to new product categories and/or markets and achieve our targeted financial returns.
Sweeper demand is also driven by replacement of in-service fleets by contractors and rental companies as well as growth in infrastructure and construction spending. 8 Recreational Vehicles Markets The RV industry includes various types and configurations of both motorized and towable RVs, of which we currently manufacture and sell Class A, Class B, Class C and Class Super-C motorized RVs, travel trailers & truck campers.
Sweeper demand is also driven by replacement of in-service fleets by contractors and rental companies as well as growth in infrastructure and construction spending. 8 Recreational Vehicles Markets The RV industry includes various types and configurations of motorized RVs, of which we currently manufacture and sell Class A, Class B, Class C and Class Super-C motorized RVs.
Additionally, the operational processes across our different products are based on common elements, such as chassis preparation and production, body fabrication, product assembly and painting which allow us to develop best practices across our manufacturing footprint and implement those processes to drive operational efficiency.
Unique Scale and Business Model— The operational processes across our different products are based on common elements, such as chassis preparation and production, body fabrication, product assembly and painting which allow us to develop best practices across our manufacturing footprint and implement those processes to drive operational efficiency.
Additionally, many buyers of RVs are brand loyal, repeat purchasers who make decisions based on brand, product configuration (primarily floor plan design, features and product styling), service and price. 12 For many of these buyers, a motor home purchase is the second biggest purchase in their lifetime; therefore, the shopping timeline is longer than other consumer purchases.
Additionally, many buyers of RVs are brand loyal, repeat purchasers who make decisions based on brand, product configuration (primarily floor plan design, features and product styling), service and price. 12 For many of these buyers, a motor home purchase is significant; therefore, the shopping timeline is longer than other consumer purchases.
We have a diverse customer base with our top 10 customers representing approximately 21% of our net sales in fiscal year 2024, with no single customer representing more than 5% of our net sales over the same period.
We have a diverse customer base with our top 10 customers representing approximately 24% of our net sales in fiscal year 2025, with no single customer representing more than 5% of our net sales over the same period.
We believe our diverse end markets are favorably exposed to multiple secular growth drivers such as: municipal spending, overall population growth, a growing aged population, the increasing popularity of outdoor and active lifestyles, technological advances, and the replacement of existing in-service vehicles including legislated replacements. Our business model utilizes our scale to drive profitable organic and acquisitive growth.
We believe our diverse end markets are favorably exposed to multiple secular growth drivers such as: municipal spending, overall population growth, a growing aged population, and the replacement of existing in-service vehicles including legislated replacements. Our business model utilizes our scale to drive profitable organic and acquisitive growth.
Our top 10 customers combined accounted for approximately 21% of our net sales for fiscal year 2024, with no customer representing more than 5% of our net sales in the same period.
Our top 10 customers combined accounted for approximately 24% of our net sales for fiscal year 2025, with no customer representing more than 5% of our net sales in the same period.
The buying process normally starts with online searches, followed by show visits and eventually a dealership visit for the purchase. Manufacturing We currently operate 17 manufacturing facilities across the United States with approximately 4.1 million square feet of manufacturing, service, and warehouse space.
The buying process normally starts with online searches, followed by show visits and eventually a dealership visit for the purchase. Manufacturing We currently operate 16 manufacturing facilities across the United States with approximately 3.9 million square feet of manufacturing, service, and warehouse space.
In fiscal year 2024, our approximate direct or indirect net sales by end market was as follows: 47% government, including municipalities, such as fire departments, hospitals and the U.S. federal government, 25% consumer, 23% industrial/commercial, and 5% private contractor. For fiscal years 2024 and 2023, approximately 99% of our net sales were to customers located in North America.
In fiscal year 2025, our approximate direct or indirect net sales by end market was as follows: 51% government, including municipalities, such as fire departments, hospitals and the U.S. federal government, 23% consumer, 20% industrial/commercial, and 6% private contractor. For fiscal years 2025 and 2024, approximately 99% of our net sales were to customers located in North America.
We believe our extensive dealer network has the ability to meet the needs of end customers with high to low value-added products, such as vehicles, equipment, components and parts and services, at a variety of price points and order sizes.
We believe our distribution network consists of many of the leading dealers within each segment. We believe our extensive dealer network has the ability to meet the needs of end customers with high to low value-added products, such as vehicles, equipment, components and parts and services, at a variety of price points and order sizes.
We seek to gain market share by delivering high-quality products with customized attributes tailored to our customers’ product specifications, while simultaneously reducing costs and managing delivery lead times.
We seek to drive organic growth by delivering high-quality products with customized attributes tailored to our customers’ product specifications, while simultaneously reducing costs and managing delivery lead times.
We strive to maintain strong and collaborative relationships with our suppliers and believe that the sources for these production process inputs are well-established, generally available across world markets and are in sufficient quantity (other than certain chassis), such that we would expect to avoid material disruptions to our businesses if we encountered an interruption from one of our key suppliers.
We strive to maintain strong and collaborative relationships with our suppliers and believe that the sources for these production process inputs are well-established, generally available across world markets and are in sufficient quantity (other than certain chassis), such that we would expect to avoid material disruptions to our businesses if we encountered an interruption from one of our key suppliers. 13 Intellectual Property Patents and other proprietary rights are important to our business and can provide us with a competitive advantage.
Given our leadership positions within our markets and our existing facility, service and distribution network, we believe we have many inherent advantages in making acquisitions and have demonstrated the ability to identify, execute and integrate acquisitions while realizing synergies.
Given our leadership, and strong heritage in the specialty vehicle industry and our existing facility, service and distribution network, we believe we have many inherent advantages in making acquisitions and have demonstrated the ability to identify, execute and integrate acquisitions while realizing synergies.
To fully understand and drive greater employee engagement and retention, we sponsor structured, employee Roundtable discussions at all business units. Employee concerns are documented, shared with senior leadership and actions are taken to address the areas of concern. Roundtable outcomes and actions are posted within the facility for employees to review.
To fully understand and drive greater employee engagement and retention, we sponsor structured, employee roundtable discussions at most business units. Employee concerns are documented and shared with senior leadership and actions are taken to address the areas of concern.
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 our two segments.
Item 1. Bu siness. The Company REV Group companies are leading designers, manufacturers and distributors of specialty vehicles and related aftermarket parts and services in the markets in which we operate. We serve a diversified customer base, primarily in the United States, through our Specialty Vehicles and Recreational Vehicles segments.
Our scale and plant network, strong end market positions, extensive distribution networks, and access to low cost capital, position us favorably to continue to grow and enhance value through strategic acquisitions.
Our scale and plant network, strong heritage in the specialty vehicle industry, extensive distribution networks, and access to low cost capital position us favorably to continue to grow and enhance value through strategic acquisitions.
These products require the RV owner to utilize a motor vehicle to pull or carry them between destinations. RVs are a consumer leisure purchase and therefore factors that drive demand include: consumer wealth (including the value of primary housing residences and the stock market level), consumer confidence, cost and availability of financing, and levels of disposable income.
RVs are a consumer leisure purchase and therefore factors that drive demand include: consumer wealth (including the value of primary housing residences and the stock market level), consumer confidence, cost and availability of financing, and levels of disposable income.
These initiatives include: reviewing our product portfolio, improving brand management, developing new products, strengthening distribution, leveraging a centralized enterprise-wide procurement strategy, growing aftermarket products, improving production processes within our facilities, driving down total cost of quality, implementing value-based pricing strategies and reducing fixed costs. 4 Our fiscal year is from November 1 to October 31, with fiscal quarters ending on the last day of January, April, July and October.
These initiatives include: reviewing our product portfolio, improving brand management, developing new products, strengthening our distribution network, leveraging a centralized enterprise-wide procurement strategy, growing aftermarket products, improving production processes within our facilities, focusing on product management to reduce design complexity, driving down total cost of quality, implementing value-based pricing strategies and reducing fixed costs.
At the international level, we sell through dealers and agents to end markets that utilize U.S.-style chassis and product configurations. Specialty Vehicle Markets Fire and ambulance products are primarily used by municipalities and private contractors to provide essential services such as fire suppression, emergency/rescue response, disaster relief, aircraft rescue and firefighting and patient transport.
Specialty Vehicle Markets Fire and ambulance products are primarily used by municipalities and private contractors to provide essential services such as fire suppression, emergency/rescue response, disaster relief, aircraft rescue and firefighting and patient transport.
Therefore, we are reliant on a consistent supply of chassis and the maintenance of our status as “approved converters” in order to maintain our sales.
We have tailored our products and processes to the specifications of these OEM agreements and have built customer expectations and planning around these designs. Therefore, we are reliant on a consistent supply of chassis and the maintenance of our status as “approved converters” in order to maintain our sales.
Intellectual Property Patents and other proprietary rights are important to our business and can provide us with a competitive advantage. We also rely on trade secrets, design and manufacturing know-how, continuing technological innovations and licensing opportunities to maintain and improve our competitive position.
We also rely on trade secrets, design and manufacturing know-how, continuing technological innovations and licensing opportunities to maintain and improve our competitive position.
We believe that our focus on manufacturing best practices and operational improvements, supply chain management, and product innovation strengthen our market position and ability to compete which provides an opportunity for market growth and margin expansion. Our products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users.
We believe that our focus on manufacturing best practices and operational improvements, supply chain management, and product innovation increases the value we are able to deliver to our customers and enables us to drive continued growth. Our products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users.
We also purchase materials that contain or are composed of certain raw or base materials such as paint, fiberglass parts and chassis body components, wood and wood parts, brass and certain petroleum-based resins such as plastic. 13 We utilize a centralized sourcing model that includes a dedicated team of procurement professionals to complement our segment sourcing teams so that we can coordinate and leverage our purchases across a diverse supplier base.
We also purchase materials that contain or are composed of certain raw or base materials such as paint, fiberglass parts and chassis body components, wood and wood parts, brass and certain petroleum-based resins such as plastic.
Our management team has significant experience in highly specialized industrial manufacturing and aftermarket parts and services businesses. We continue to focus on initiatives to accelerate growth and improve our profitability.
In our Recreational Vehicles segment specifically, our new model design cycle follows similar timelines as the automotive industry, whereby new models and configurations are introduced or upgraded annually. Our management team has significant experience in highly specialized industrial manufacturing and aftermarket parts and services businesses. We continue to focus on initiatives to accelerate growth and improve our profitability.
In each of the markets that we serve, we believe our brands are among the most recognized in the industry, representing performance, quality, reliability, durability, technological leadership and superior customer service.
In each of the markets that we serve, we believe our brands are among the most recognized in the industry, representing performance, quality, reliability, durability, technological leadership and superior customer service. Centralized Sourcing— Many of our products contain similar purchased components, such as chassis, engines, lighting, wiring and other commodities which increases our leverage with, and relevance to, key suppliers.
Suppliers and Materials In fiscal year 2024, we purchased approximately $1.5 billion of chassis, direct materials and other components from outside suppliers. The largest component of these purchases was for vehicle chassis, representing approximately 26% of the total purchase amount. These chassis are sourced from major automotive manufacturers, including Ford, Freightliner, General Motors, Mercedes, and other original equipment manufacturers (“OEMs”).
R&D costs totaled $5.8 million, $3.3 million and $4.7 million for fiscal years 2025, 2024 and 2023, respectively. Suppliers and Materials In fiscal year 2025, we purchased approximately $1.4 billion of chassis, direct materials and other components from outside suppliers. The largest component of these purchases was for vehicle chassis, representing approximately 28% of the total purchase amount.
The Company is committed to planning for the succession of key personnel, to ensure that we can deliver on our strategic and financial objectives. 15 • Engagement – Currently, none of our employees are represented under collective bargaining agreements, and we enjoy generally favorable employee relations.
As a result, all identified successors for critical roles have development plans in place. The Company remains committed to preparing successors for key positions to support the achievement of its strategic and financial objectives. • Engagement – Currently, none of our employees are represented under collective bargaining agreements, and we enjoy generally favorable employee relations.
To enhance our market-leading positions, we enhance organic growth with iterative product development and new product launches across our two segments. Product development is primarily designed to provide our customers with high-quality products that have varied and unique feature sets and product capabilities at attractive price points.
Product development is primarily designed to provide our customers with high-quality products that have varied and unique feature sets and product capabilities at attractive price points. In addition to product development, our businesses are continuously adapting and customizing our vehicles to meet individual customers’ needs and applications.
We expect our company-wide intranet to continue to serve as a mechanism for growing diversity awareness in our workforce as well. • Health and Safety – Our Health and Safety Management System is a consistent and standard approach to impact the work environment and culture at each REV business unit.
Roundtable outcomes and actions are posted within the facility for employees to review. • Health and Safety – Our Health and Safety Management System is a consistent and standard approach to impact the work environment and culture at each REV business unit.
These OEMs provide us with standardized, mass-produced chassis models, which we then convert for our customers under approved “authorized converter” agreements with the OEMs. We have tailored our products and processes to the specifications of these OEM agreements and have built customer expectations and planning around these designs.
These chassis are sourced from major automotive manufacturers, including Ford, Freightliner, General Motors, Mercedes, and other OEMs. These OEMs provide us with standardized, mass-produced chassis models, which we then convert for our customers under approved “authorized converter” agreements with the OEMs.
In the Recreational Vehicles segment, overall design, floorplan layout, functionality and amenities require frequent updating to address changes in consumer preferences and to enhance our existing product offerings. The Company has focused on accelerating the adoption of alternative energy by creating cost-effective, innovative solutions for the markets we serve.
In the Recreational Vehicles segment, overall design, floorplan layout, functionality and amenities require frequent updating to address changes in consumer preferences and to enhance our existing product offerings. R&D costs are included as part of Selling, general, and administrative expenses and expensed as incurred.
Our business consists primarily of design, engineering, technology application, integration, and assembly activities, which require relatively low levels of maintenance capital expenditures. Furthermore, our broad presence across the specialty vehicle market and large manufacturing and distribution network are important differentiators in our potential to grow through acquisitions.
Our business consists primarily of design, engineering, technology application, integration, and assembly activities, which require relatively low levels of maintenance capital expenditures. We also drive organic growth through iterative product development and new product launches across our two segments.
Among our leadership development efforts, we provide instructor-led, leadership skills training to all supervisors. • Succession – During fiscal 2024, strategic succession planning for the Company was reviewed and updated, with a focus on the specific identification of critical roles within the organization as well as the establishment of talent pipelines to develop and retain high performing employees throughout the Company.
Among our leadership development efforts, we provide instructor-led leadership skills training to all leads, supervisors and managers. • Succession – During fiscal year 2025, the Company continued to emphasize strategic succession planning and talent development. The annual talent review was conducted to identify potential successors for key leadership roles and to assess development needs.
Our centralized sourcing model leverages our scale within our markets to achieve competitive pricing and ensure availability.
We utilize a centralized sourcing model that includes a dedicated team of procurement professionals to complement our segment sourcing teams so that we can coordinate and leverage our purchases across a diverse supplier base. Our centralized sourcing model leverages our scale within our markets to achieve competitive pricing and ensure availability.
Only approximately 1% of our net sales in fiscal year 2024 were from sales to customers outside of North America. Unique Scale and Business Model— Many of our products contain similar purchased components, such as chassis, engines, lighting, wiring and other commodities which increases our leverage with, and relevance to, key suppliers as compared to many of our competitors.
Only approximately 1% of our net sales in fiscal year 2025 were from sales to customers outside of North America.
Removed
Item 1. Bu siness. The Company Effective January 31, 2024, the Company combined its Fire & Emergency segment and Commercial segment into a new segment, the Specialty Vehicles segment. Additionally, the Recreation segment was renamed Recreational Vehicles. With this change, the Company’s businesses are aligned in two reportable segments: Specialty Vehicles and Recreational Vehicles.
Added
Our fiscal year is from November 1 to October 31, with fiscal quarters ending on the last day of January, April, July and October. 4 Proposed Merger On October 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Terex Corporation, a Delaware Corporation (“Terex”), Tag Merger Sub 1 Inc., a Delaware corporation and a directly wholly owned subsidiary of Terex (“Merger Sub 1”), and Tag Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Terex (“Merger Sub 2”).
Removed
We believe we have the opportunity to grow and enhance the earnings profile of acquired businesses by expanding access to sales distribution channels, consolidating acquired businesses into our existing operations, and by introducing the REV Drive Business System and scale into newly acquired businesses to drive profitable growth.
Added
The proposed merger (“Proposed Merger”) intends to form a leading specialty equipment manufacturer in emergency, waste, utilities, environmental and materials processing equipment with attractive end markets characterized by low cyclicality, resilient demand and long-term growth profiles.
Removed
In addition to product development, our businesses are continuously adapting and customizing our vehicles to meet individual customers’ needs and applications. In our Recreational Vehicles segment specifically, our new model design cycle follows similar timelines as the automotive industry, whereby new models and configurations are introduced or upgraded annually.
Added
The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (i) Merger Sub 1 will be merged with and into REV (the “First Merger”), with REV continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the “Effective Time”) and (ii) immediately following the First Merger, REV will be merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company in the Second Merger as a wholly owned subsidiary of Terex.
Removed
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 product type from our Specialty Vehicles segment brands.
Added
At the Effective Time, each issued and outstanding share of the Company's common stock (other than certain excluded shares) will be converted into the right to receive (i) 0.9809 shares of common stock, par value $0.01 per share, of Terex, and (ii) $8.71 in cash (without interest), in each case subject to the terms and conditions of the Merger Agreement.
Removed
We anticipate that ongoing growth in global trade will result in higher future intermodal freight traffic growth.
Added
If the Proposed Merger is completed, our common stock will cease to be listed on the New York Stock Exchange and will be deregistered. The Proposed Merger is subject to shareholder approval, antitrust and regulatory approvals, and other customary closing conditions.
Removed
We also design and manufacture a portfolio of towable travel trailers and truck campers. These trailers and campers are comprised of a self-contained living area with their own heating, lighting, plumbing, cooking, refrigeration, sleeping and bathroom facilities but excluding a motor vehicle chassis.
Added
The preliminary Form S-4 related to the Proposed Merger with Terex was filed with the SEC on December 8, 2025.
Removed
We believe we are the largest manufacturer by unit volume of fire and ambulance vehicles in the United States and a leading producer of terminal trucks and sweepers. Within our Recreational Vehicles segment, we are one of the top producers of Class A diesel and gas motorized RVs.
Added
At the international level, we sell through dealers and agents to end markets that utilize U.S.-style chassis and product configurations.
Removed
We are also a leader in high-end Class B and Super C RVs under the Midwest Automotive Designs and Renegade RV brands, respectively. We also believe we have one of the highest quality travel trailer and truck camper product lines under the Lance brand name.
Removed
As one of the leaders in each of our main markets, we believe our distribution network consists of many of the leading dealers within each segment.
Removed
In the Specialty Vehicles segment, the Company has developed an electric fire apparatus as well as an electric and hydrogen fuel cell terminal truck. R&D costs are included as part of Selling, general, and administrative expenses and expensed as incurred. R&D costs totaled $3.3 million, $4.7 million and $4.2 million for fiscal years 2024, 2023 and 2022, respectively.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThis can result in cyclicality in certain of our end markets, which in turn may result in fluctuations in our sales and results of operations. A decrease in employment levels, consumer confidence or the cost or availability of financing, or other adverse economic events, could negatively affect the demand for our products.
Biggest changeA decrease in employment levels, consumer confidence, the cost or availability of financing, governmental tax revenues, or other adverse economic events, 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.
The potentially destabilizing effects of the global conflicts or the potential for a larger conflict could have other adverse effects on our business. For example, the conflicts in Russia and Ukraine, which started in 2022, as well as conflicts in Israel and the Middle East, which started in 2023, have resulted in significant volatility and disruptions to the global markets.
The potentially destabilizing effects of the global conflicts or the potential for a larger conflict could have other adverse effects on our business. For example, the conflicts in Russia and Ukraine, which started in 2022, as well as conflicts in Israel and the Middle East, which started in 2023, have resulted in significant volatility and disruptions to global markets.
These conflicts could lead to an increased threat of cyber-attacks (including increased risk of data breach and other threats from ransomware, destructive malware, distributed denial-of-service attacks, as well as fraud, spam, and fake accounts, or other illegal activity conducted generally by bad actors seeking to take advantage of us, our partners or end-customers) against U.S. companies.
These conflicts could lead to an increased threat of cyber-attacks (including increased risk of data breach and other threats from ransomware, destructive malware, and distributed denial-of-service attacks, as well as fraud, spam, and fake accounts, or other illegal activity conducted generally by bad actors seeking to take advantage of us, our partners or end-customers) against U.S. companies.
A significant portion of our sales are subject to risks specific to doing business with the U.S. government and municipalities, including, but not limited to: • budgetary constraints or fluctuations affecting government spending generally, or specific departments or agencies in particular, and changes in fiscal policies or a reduction of available funding; • changes in government programs or requirements; • realignment of funds to government priorities that we do not serve; • government shutdowns (such as those which occurred in 1995-1996, in 2013 and in late 2018 through early 2019, and related to the COVID-19 pandemic) and other potential delays in government appropriations processes; • delays in the payment of our invoices by government authorities; • adoption of new laws or regulations and our ability to meet specified performance thresholds; and • general economic conditions.
A significant portion of our sales are subject to risks specific to doing business with the U.S. government and municipalities, including, but not limited to: • budgetary constraints or fluctuations affecting government spending generally, or specific departments or agencies in particular, and changes in fiscal policies or a reduction of available funding; • changes in government programs or requirements; • realignment of funds to government priorities that we do not serve; • government shutdowns (such as those which occurred in 1995-1996, in 2013, in late 2018 through early 2019, in 2025, and related to the COVID-19 pandemic) and other potential delays in government appropriations processes; • delays in the payment of our invoices by government authorities; • adoption of new laws or regulations and our ability to meet specified performance thresholds; and • general economic conditions.
Our 2021 ABL Facility contains various provisions that limit our ability (subject to a number of exceptions) to, among other things: • incur additional indebtedness; • incur certain liens; • consolidate or merge with other parties; • alter the business conducted by us and our subsidiaries; • make investments, loans, advances, guarantees and acquisitions; • sell, lease or transfer assets, including capital stock of our subsidiaries; • enter into certain sale and leaseback transactions; • pay dividends on capital stock or issue, redeem, repurchase or retire capital stock; • repay any subordinated indebtedness we may issue in the future; • agree in other documents to negative pledges that limit our ability to grant liens; • amend the terms of certain unsecured or subordinated debt; • engage in transactions with affiliates; and • enter into agreements restricting our subsidiaries’ ability to pay dividends.
Our Amended 2021 ABL Facility contains various provisions that limit our ability (subject to a number of exceptions) to, among other things: • incur additional indebtedness; • incur certain liens; • consolidate or merge with other parties; • alter the business conducted by us and our subsidiaries; • make investments, loans, advances, guarantees and acquisitions; • sell, lease or transfer assets, including capital stock of our subsidiaries; • enter into certain sale and leaseback transactions; • pay dividends on capital stock or issue, redeem, repurchase or retire capital stock; • repay any subordinated indebtedness we may issue in the future; • agree in other documents to negative pledges that limit our ability to grant liens; • amend the terms of certain unsecured or subordinated debt; • engage in transactions with affiliates; and • enter into agreements restricting our subsidiaries’ ability to pay dividends.
These determinations are sensitive to minor changes in underlying assumptions as management’s assumptions change with more information becoming available. The timing and amount of realized losses reported in earnings could vary if management’s conclusions were different. Any resulting impairment loss could have a material adverse effect on our results of operations for any particular quarterly or annual period.
These determinations are sensitive to minor changes in underlying assumptions as management’s assumptions change with more information becoming available. The timing and amount of realized losses reported in 28 earnings could vary if management’s conclusions were different. Any resulting impairment loss could have a material adverse effect on our results of operations for any particular quarterly or annual period.
To the extent we cannot protect our intellectual property, unauthorized use and misuse of our intellectual property could cause significant damage to our brands and reputation, interfere with our ability to effectively represent our Company to our customers, contractors, suppliers and/or licensees and increase litigation costs, which could harm our competitive position and have a material adverse effect on our business, financial condition and results of operations.
To the extent we cannot protect our intellectual property, unauthorized use and misuse of our 23 intellectual property could cause significant damage to our brands and reputation, interfere with our ability to effectively represent our Company to our customers, contractors, suppliers and/or licensees and increase litigation costs, which could harm our competitive position and have a material adverse effect on our business, financial condition and results of operations.
Further, if a location does experience organizing activity, our management and other personnel need to divert attention from operational and other business matters to devote substantial time to address such activity. 21 We may discover defects in our vehicles, potentially resulting in delaying new model launches, recall campaigns, increased warranty costs, liability or other costs.
Further, if a location does experience organizing activity, our management and other personnel need to divert attention from operational and other business matters to devote substantial time to address such activity. We may discover defects in our vehicles, potentially resulting in delaying new model launches, recall campaigns, increased warranty costs, liability or other costs.
Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters (including wire transfer instructions). As with most companies, we have experienced cyber-attacks, attempts to breach our systems and other similar incidents, none of which have been material.
Our operations routinely 19 involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters (including wire transfer instructions). As with most companies, we have experienced cyber-attacks, attempts to breach our systems and other similar incidents, none of which have been material.
Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse effect on our business, financial condition and operating results.
Although we carry property and business interruption 22 insurance, our coverage may not be adequate to compensate us for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse effect on our business, financial condition and operating results.
If we incur additional debt, the agreements governing that debt may contain significant financial and other covenants that may materially restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. 26 We have meaningful contingent obligations, which could negatively impact our results of operations.
If we incur additional debt, the agreements governing that debt may contain significant financial and other covenants that may materially restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. We have meaningful contingent obligations, which could negatively impact our results of operations.
Increases in the price of commodities could impact the cost or price of our products, which could impact our ability to sustain and grow earnings. Our manufacturing processes consume significant amounts of raw materials, the costs of which are subject to worldwide supply and demand factors, as well as other factors beyond our control, including continuing inflation.
Increases in the price of commodities could impact the cost or price of our products, which could impact our ability to sustain and grow earnings. 18 Our manufacturing processes consume significant amounts of raw materials, the costs of which are subject to worldwide supply and demand factors, as well as other factors beyond our control, including continuing inflation.
We have implemented safeguards and policies to discourage these practices by our employees, dealers and agents. However, our existing safeguards and any future improvements may prove to be less than effective, and our employees or agents may engage in conduct for which we might be held responsible. Violations of the FCPA, U.K.
We have implemented safeguards and policies to discourage these practices by our employees, dealers and agents. However, our existing safeguards and any future improvements may prove to be less 29 than effective, and our employees or agents may engage in conduct for which we might be held responsible. Violations of the FCPA, U.K.
If one or more of our significant dealers chooses to not renew a contract with us or to re-negotiate an agreement under advantageous terms, our sales and results of operations could be adversely affected. 20 Our business is also affected by the availability and terms of financing to dealers and retail purchasers.
If one or more of our significant dealers chooses to not renew a contract with us or to re-negotiate an agreement under advantageous terms, our sales and results of operations could be adversely affected. Our business is also affected by the availability and terms of financing to dealers and retail purchasers.
Any event of default under the instruments governing our indebtedness could have a material adverse effect on our business, financial condition and results of operations. 27 If we are required to write down goodwill or other intangible assets, our financial condition and operating results would be negatively affected.
Any event of default under the instruments governing our indebtedness could have a material adverse effect on our business, financial condition and results of operations. If we are required to write down goodwill or other intangible assets, our financial condition and operating results would be negatively affected.
A significant decline in overall government spending or a shift in expenditures away from agencies or programs that we support could cause a material decline in our sales and harm our financial results. 23 Fuel shortages, or high prices for fuel, could have a negative effect on sales of our products.
A significant decline in overall government spending or a shift in expenditures away from agencies or programs that we support could cause a material decline in our sales and harm our financial results. Fuel shortages, or high prices for fuel, could have a negative effect on sales of our products.
If there were an event of default under our 2021 ABL Facility, or any future instruments governing our indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of our other indebtedness.
If there were an event of default under our Amended 2021 ABL Facility, or any future instruments governing our indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of our other indebtedness.
The process of designing and developing new technology, products and services is complex, costly, and uncertain and requires extensive capital investment and the ability to retain and recruit talent.
The process of designing and developing new technology, products and services is complex, costly, and uncertain and requires capital investment and the ability to retain and recruit talent.
If damage or theft were to occur to these chassis, we would be responsible for related costs incurred to repair or replace the customer-provided chassis.
If damage or theft were to occur to these chassis, we would be responsible for related costs incurred to repair or 27 replace the customer-provided chassis.
While we believe that strategic acquisitions can improve our competitiveness and profitability, these activities could have a material adverse effect on our business, financial condition and operating results. 25 We may incur significant costs such as transaction fees, professional service fees and other costs related to future acquisitions.
While we believe that strategic acquisitions can improve our competitiveness and profitability, these activities could have a material adverse effect on our business, financial condition and operating results. 26 We may incur significant costs such as transaction fees, professional service fees and other costs related to future acquisitions.
While less economically sensitive than the Recreational Vehicles segment and our terminal truck business, the fire and ambulance businesses in our Specialty Vehicles segment are also impacted by the overall economic environment. Local tax revenues are an important source of funding for fire and ambulance purchases by emergency response departments.
While less economically sensitive than the Recreational Vehicles segment and our terminal truck business, the fire and ambulance businesses in our Specialty Vehicles segment are also impacted by the overall economic environment. Local and other governmental tax revenues are an important source of funding for fire and ambulance purchases by emergency response departments.
Increases in the cost of labor, deterioration in employee relations, union organizing activity and work stoppages at our facilities could have a negative affect on our business. While we believe our employee relations are generally positive, we cannot be assured that our relations with our workforce will remain positive.
Increases in the cost of labor, deterioration in employee relations, union organizing activity and work stoppages at our facilities could have a negative effect on our business. While we believe our employee relations are generally positive, we cannot be assured that our relations with our workforce will remain positive.
For example, our first fiscal quarter has less working days to complete and ship units due to the number of holidays and related vacation taken by employees. Dealer demand and buying patterns may also impact the timing of shipments from one quarter to another.
For example, our first fiscal quarter has fewer working days to complete and ship units due to the number of holidays and related vacation taken by employees. Dealer demand and buying patterns may also impact the timing of shipments from one quarter to another.
No dealer or customer represented more than 5% of our annual revenue for fiscal year 2024, but there may continue to be consolidation and changes in the dealership landscape over time.
No dealer or customer represented more than 5% of our annual revenue for fiscal year 2025, but there may continue to be consolidation and changes in the dealership landscape over time.
Any such claims, whether with or without merit, could be time-consuming and expensive to defend, could divert management’s attention and resources, could result in reputational damage to the Company, could result in significant damages or other costs, and could otherwise have a material adverse effect on our business, financial condition and results of operations.
Any such matters, whether with or without merit, could be time-consuming and expensive to defend, could divert 30 management’s attention and resources, could result in reputational damage to the Company, could result in significant damages or other costs, and could otherwise have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to Our Indebtedness, Contingent Obligations, Liquidity and Financial Position Our business has meaningful working capital requirements and a decline in operating results or access to financing may have an adverse impact on our liquidity position. Our business has meaningful working capital requirements. We had $85.0 million of long-term debt outstanding as of October 31, 2024.
Risks Relating to Our Indebtedness, Contingent Obligations, Liquidity and Financial Position Our business has meaningful working capital requirements and a decline in operating results or access to financing may have an adverse impact on our liquidity position. Our business has meaningful working capital requirements. We had $40.0 million of long-term debt outstanding as of October 31, 2025.
Our 2021 Asset-based Lending Facility (“2021 ABL Facility”) contains, and agreements governing future indebtedness may contain, restrictive covenants that may impair our ability to access sufficient capital and operate our business.
Our Amended 2021 Asset-based Lending Facility (“Amended 2021 ABL Facility”) contains, and agreements governing future indebtedness may contain, restrictive covenants that may impair our ability to access sufficient capital and operate our business.
Chassis are typically converted and delivered to customers within 90 to 120 days of receipt. If the chassis are not converted within this timeframe of delivery, we generally purchase the chassis and record it as inventory or we are obligated to begin paying an interest charge on this inventory until purchased.
Chassis are typically converted and delivered to customers within 90 to 120 days of receipt. If the chassis are not converted within this time frame of delivery, we generally purchase the chassis and record them as inventory or we are obligated to begin paying an interest charge on this inventory until purchased.
Changes in U.S. federal and state tax laws and rates could adversely affect our results of operations and cash flows. It is also possible that changes in overall profitability, changes in generally accepted accounting principles in the United States (“U.S.
Changes in U.S. federal and state tax laws and rates could adversely affect our results of operations and cash flows. It is also possible that changes in overall profitability, changes in generally accepted accounting principles in the United States (“U.S. GAAP”), or changes in the valuation of deferred tax assets could adversely affect our future results of operations.
In addition, as a result of firm purchase orders from our customers, we enter into agreements to produce and sell vehicles at a specified price with certain adjustments for changes and options based upon our estimation of the cost to produce and the timing of delivery.
In addition, as a result of firm purchase orders from our customers, we enter into agreements to produce and sell vehicles at a specified price based upon our estimation of the cost to produce and the timing of delivery.
However, we may not be able to meet customer demands, including for alternative energy vehicles, or competitors may better meet those demands or be able to do so at a lower cost.
However, we may not be able to meet customer demands, or competitors may be better able to meet those demands or be able to do so at a lower cost.
RV purchases are generally viewed as discretionary in nature and are therefore sensitive to wholesale and retail financing, consumer confidence, unemployment levels, disposable income and changing levels of consumer home equity. For example, the 2008 recession caused consumers to reduce their discretionary spending, which negatively affected our sales volumes for RVs.
RV purchases are generally viewed as discretionary in nature and are therefore sensitive to wholesale and retail financing, consumer confidence, unemployment levels, disposable income and changing levels of consumer home equity. For example, economic recessions cause consumers to reduce their discretionary spending, which can negatively affect our sales volumes for RVs.
If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our results of operations and/or our financial condition.
If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our results of operations and/or our financial condition. 31 Item 1B. Unresolved Staff Comments. None.
To successfully execute our long-term strategy, we must continue to develop new product lines and adapt our existing product lines to consumer preferences, including product lines that have historically been outside of our core businesses, such as electric vehicles and other specialty vehicles that minimize emissions.
To successfully execute our long-term strategy, we must continue to develop new product lines and adapt our existing product lines to consumer preferences, including product lines that have historically been outside of our core businesses.
Our sales and our manufacturing processes depend on the supply of manufactured vehicle chassis and other critical components such as engines, transmissions, wire harnesses and axles from major auto manufacturers and other suppliers, including Allison Transmission, Cummins, Daimler Truck North America, Ford, General Motors, Meritor, Mercedes-Benz, and Navistar among others.
A disruption, termination or alteration of the supply of vehicle chassis or other critical components from third-party suppliers could materially adversely affect the sales of our products. 17 Our sales and our manufacturing processes depend on the supply of manufactured vehicle chassis and other critical components such as engines, transmissions, wire harnesses and axles from major auto manufacturers and other suppliers, including Allison Transmission, Cummins, Daimler Truck North America, Ford, General Motors, Meritor, Mercedes-Benz, and Navistar among others.
If amounts outstanding under our 2021 ABL Facility were accelerated, our lenders could foreclose on these liens, and we could lose substantially all of our assets.
In addition, substantially all of our assets are subject to liens securing our Amended 2021 ABL Facility. If amounts outstanding under our Amended 2021 ABL Facility were accelerated, our lenders could foreclose on these liens, and we could lose substantially all of our assets.
The costs and operational consequences of responding to the above items and implementing remediation measures could be significant and could adversely impact our results. 19 Further, our systems and networks, as well as those of our dealers, customers, suppliers, service providers, and banks may become the target of advanced cyber-attacks or information security breaches which will pose a risk to the security of our services, systems, networks and supply chain, as well as to the confidentiality, availability and integrity of data of our Company, employees, customers or consumers, as well as disrupt our operations or damage our facilities or those of third parties.
Further, our systems and networks, as well as those of our dealers, customers, suppliers, service providers, and banks may become the target of advanced cyber-attacks or information security breaches which will pose a risk to the security of our services, systems, networks and supply chain, as well as to the confidentiality, availability and integrity of data of our Company, employees, customers or consumers, as well as disrupt our operations or damage our facilities or those of third parties.
In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under the 2021 ABL Facility.
In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under the Amended 2021 ABL Facility. We are also subject to certain limitations on paying dividends under the Merger Agreement.
Our profitability is sensitive to changes in the balance between supply and demand in the specialty vehicle market. Competitors having lower operating costs or labor costs than we do will have a competitive advantage over us with respect to products that are particularly price-sensitive. New manufacturing facilities may be built or idle production lines may be activated.
Our profitability is sensitive to changes in the balance between supply and demand in the specialty vehicle markets in which we operate. Competitors having lower operating costs or labor costs than we do will have a competitive advantage over us with respect to products that are particularly price-sensitive.
From time to time, we seek to identify and complete acquisitions. We may continue making strategic acquisitions in the future. Our previous or future acquisitions and the related strategies may not be successful or may not generate the financial benefits that we expected we would achieve at the time of acquisition.
Our previous or future acquisitions and the related strategies may not be successful or may not generate the financial benefits that we expected we would achieve at the time of acquisition.
These covenants may affect our ability to operate and finance our business as we deem appropriate. Our inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing our current or future indebtedness could constitute an event of default under the instruments governing our indebtedness.
Our inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing our current or future indebtedness could constitute an event of default under the instruments governing our indebtedness.
The cost and impact to our reputation of significant retrofit and remediation events or product recalls could have a material adverse effect on our business and operating results. 28 We are also subject to federal, state and foreign consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” In addition, certain laws and regulations affect other areas of our operations, including, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export duties, tariffs, anti-corruption, anti-competitive conduct and regulations relating to the sale to government entities.
We are also subject to federal, state and foreign consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” In addition, certain laws and regulations affect other areas of our operations, including, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export duties, tariffs, anti-corruption, anti-competitive conduct and regulations relating to the sale to government entities.
Competition from these companies could make our specialty vehicles less desirable in the marketplace. 18 As a result of the foregoing factors, we may lose customers or be forced to reduce prices, which could have a material adverse effect on our business, financial condition and operating results.
As a result of the foregoing factors, we may lose customers or be forced to reduce prices, which could have a material adverse effect on our business, financial condition and operating results.
We are subject to litigation in the ordinary course of business, and uninsured judgments, settlements or other costs, or a rise in insurance premiums may adversely impact our results of operations. In the ordinary course of business, we are subject to various claims and litigation.
We are subject to litigation, government investigations, enforcement actions and settlements in the ordinary course of business, and uninsured judgments, settlements or other costs, or a rise in insurance premiums may result in significant damages or other costs or could otherwise adversely impact our results of operations.
Our dealer agreements are typically for a multi-year term; however, we can provide no assurance that we will be able to renew our dealer agreements on favorable terms, or at all, at their scheduled expiration dates.
Our dealer agreements are typically for a multi-year term; however, we can provide no assurance that we will be able to renew our dealer agreements on favorable terms, or at all, at their scheduled expiration dates. Some of our dealer agreements include guarantees, which could have a negative impact on our financial performance if we are required to fulfill them.
Although we are not currently incurring material liabilities pursuant to CERCLA or state analogues, in the future we may incur such material liabilities with regard to our (or our predecessors’) current or former facilities, adjacent or nearby third-party facilities, or off-site disposal locations. 29 Product compliance laws and regulations impose a variety of environmental requirements, including emissions and performance standards, on the vehicles we manufacture.
Although we are not currently incurring material liabilities pursuant to CERCLA or state analogues, in the future we may incur such material liabilities with regard to our (or our predecessors’) current or former facilities, adjacent or nearby third-party facilities, or off-site disposal locations.
We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if we could obtain additional financing, the terms of the financing may not be favorable to us. In addition, substantially all of our assets are subject to liens securing our 2021 ABL Facility.
We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. We are also subject to certain limitations on obtaining additional financing under the Merger Agreement. Even if we could obtain additional financing, the terms of the financing may not be favorable to us.
GAAP”), or changes in the valuation of deferred tax assets could adversely affect our future results of operations. 30 In addition, we regularly undergo tax audits in various jurisdictions in which we operate. Although we believe that our income tax provisions and accruals are reasonable and in accordance with U.S.
In addition, we regularly undergo tax audits in various jurisdictions in which we operate. Although we believe that our income tax provisions and accruals are reasonable and in accordance with U.S.
Any of the foregoing factors could have a material adverse effect on our business, financial condition and operating results. Risks Relating to Acquisitions and Divestitures If we are unable to identify and successfully integrate acquisitions, our results of operations could be adversely affected. Acquisitions have been and may continue to be a significant component of our growth strategy.
Risks Relating to Acquisitions and Divestitures If we are unable to identify and successfully integrate acquisitions, our results of operations could be adversely affected. Acquisitions have been and may continue to be a significant component of our growth strategy. From time to time, we seek to identify and complete acquisitions. We may continue making strategic acquisitions in the future.
In addition, the restrictive covenants in our 2021 ABL Facility require us to maintain specified financial ratios and other business or financial conditions. Our ability to comply with these financial ratios or other covenants may be affected by events beyond our control, and our failure to comply with these ratios or other covenants could result in an event of default.
Our ability to comply with these financial ratios or other covenants may be affected by events beyond our control, and our failure to comply with these ratios or other covenants could result in an event of default. These covenants may affect our ability to operate and finance our business as we deem appropriate.
When a binding sale contract has been signed with a customer, the purchase price of the vehicle is included in the backlog until it is completed, shipped and the revenue is recognized.
Orders included in the Recreational Vehicles segment backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty. When a binding sale contract has been signed with a customer, the purchase price of the vehicle is included in the backlog until it is completed, shipped and the revenue is recognized.
In addition, a claim or finding that we are infringing on the intellectual property of others could require changes to our products, negatively impact our operations, harm our reputation or otherwise have a material adverse effect on our business, financial condition or results of operations. 24 Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to provide high-quality services, warranty plans, products and resources and a consistent, high-quality customer experience.
Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to provide high-quality services, warranty plans, products and resources and a consistent, high-quality customer experience.
These increased threats could pose risks to the security of our information technology systems, our network and our product offerings and/or service offerings for our products, as well as the confidentiality, availability and integrity of our data. 17 A disruption, termination or alteration of the supply of vehicle chassis or other critical components from third-party suppliers could materially adversely affect the sales of our products.
These increased threats could pose risks to the security of our information technology systems, our network and our product offerings and/or service offerings for our products, as well as the confidentiality, availability and integrity of our data.
Due to the nature of these product cost estimates and the fluctuations in input costs and availability, we may underestimate the costs of production and therefore overestimate the profitability in our backlog.
Due to the nature of these product cost estimates and the fluctuations in input costs and availability, we may underestimate the costs of production and therefore overestimate the profitability in our backlog. As a result, the actual profitability on those sales in the future may differ materially from our initial estimates when we recorded the firm purchase order in backlog.
In addition, we could be liable for repurchase of the products under these contingent obligations, and while losses would be limited by the resale value of the products, these losses could negatively affect our profitability and financial condition.
In addition, we could be liable for repurchase of the products under these contingent obligations, and while losses would be limited by the resale value of the products, these losses could negatively affect our profitability and financial condition. 20 Our ability to execute our strategy is dependent upon our ability to attract, retain, and develop qualified personnel, including our ability to execute proper succession plans for senior management and key employees.
As a result, the actual profitability on those sales in the future may differ materially from our initial estimates when we recorded the firm purchase order in backlog. 22 Our ability to meet customer delivery schedules is dependent on a number of factors including, but not limited to, access to components and raw materials, an adequate and capable workforce, assembling/engineering expertise for certain projects and sufficient manufacturing capacity.
Our ability to meet customer delivery schedules is dependent on a number of factors including, but not limited to, access to components and raw materials, an adequate and capable workforce, assembling/engineering expertise for certain projects and sufficient manufacturing capacity. The availability of these factors may in some cases be subject to conditions outside of our control.
In such a case, we may not be able to recover our losses from the supplier. Cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, reduction in expected backlog, reductions in profitability of backlog due to fluctuations in product costs, or our inability to meet customer delivery schedules may adversely affect our results of operations.
Cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, reduction in expected backlog, reductions in profitability of backlog due to fluctuations in product costs, or our inability to meet customer delivery schedules may adversely affect our results of operations. 21 We typically have a backlog due to the nature of our production and sales process, and our financial results are affected if any backlog order is deferred or canceled.
We typically have a backlog due to the nature of our production and sales process, and our financial results are affected if any backlog order is deferred or canceled. Orders from our dealers and end customers are evidenced by a contract or firm purchase order or, in the case of the Recreational Vehicles segment, a reserved production slot.
Orders from our dealers and end customers are evidenced by a contract or firm purchase order or, in the case of the Recreational Vehicles segment, a reserved production slot. These orders are reported in our backlog at aggregate selling prices, net of discounts or allowances.
Additionally, imbalances in the regional supply and demand for our products could result in increased competition in the markets in which we compete. We may also face competition from companies developing zero-emissions specialty vehicles or other technologies to minimize emissions.
New manufacturing facilities may be built or idle production lines may be activated. Additionally, imbalances in the regional supply and demand for our products could result in increased competition in the markets in which we compete.
For example, reduced municipal tax revenues resulting from the 2008 recession may have led to a decline in these markets. As fire and ambulance vehicles are typically a larger cost item for municipalities and, because their service life is very long, their purchase is more deferrable.
As fire and ambulance vehicles are typically a larger cost item for municipalities and other governmental bodies, and because their service life is very long, their purchase is more deferrable. This can result in cyclicality in certain of our end markets, which may in turn result in fluctuations in our sales and results of operations.
Any decline in overall customer demand in markets in which we operate could have a material adverse effect on our operating performance. Increased economic and political instability may adversely affect our business, financial condition, and results of operations.
Increased economic and political instability may adversely affect our business, financial condition, and results of operations.
Removed
Some of our dealer agreements include guarantees, which could have a negative impact on the financial performance of our Company if we are required to fulfill them.
Added
For example, reduced municipal tax revenues resulting from economic recessions or other factors may lead to a decline in these markets. Additionally, a change in government funding priorities could impact the amount of funds allocated for our products, which could in turn lead to a decrease in demand.
Removed
Our ability to execute our strategy is dependent upon our ability to attract, retain, and develop qualified personnel, including our ability to execute proper succession plans for senior management and key employees.
Added
The costs and operational consequences of responding to the above items and implementing remediation measures could be significant and could adversely impact our results.
Removed
These orders are reported in our backlog at aggregate selling prices, net of discounts or allowances. Orders included in the Recreational Vehicles segment backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty.
Added
In such a case, we may not be able to recover our losses from the supplier.
Removed
The availability of these factors may in some cases be subject to conditions outside of our control.
Added
In addition, a claim or finding that we are infringing on the intellectual property of others could require changes to our products, negatively impact our operations, harm our reputation or otherwise have a material adverse effect on our business, financial condition or results of operations.
Removed
Increased public and shareholder attention to environmental, social and governance matters may expose us to negative public perception, impose additional costs on our business or impact our stock price. Recently, more attention is being directed towards publicly-traded companies regarding environmental, social and governance (“ESG”) matters.
Added
Any of the foregoing factors could have a material adverse effect on our business, financial condition and operating results. Risks Relating to the Proposed Merger The Proposed Merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.
Removed
A failure, or perceived failure, to achieve stated goals, respond to regulatory requirements or meet investor or customer expectations related to ESG concerns could cause harm to our business and reputation. For example, the majority of our products are powered by gasoline and diesel engines or are required to be towed or carried by gasoline or diesel-powered vehicles.
Added
Failure to complete, or unexpected delays in completing, the Proposed Merger or any termination of the Merger Agreement could have material adverse effects on us.
Removed
Government, media or activist pressure to limit emissions could negatively impact consumers’ perceptions of our products which could have a material adverse effect on our business, and the actions taken by governments and other actors to reduce emissions could impose costs that could materially affect our results of operation and financial condition.
Added
On October 29, 2025, the Company entered into the Merger Agreement with Terex, Merger Sub 1 and Merger Sub 2, pursuant to which (1) the First Merger will occur, with REV continuing as the surviving corporation in the First Merger and (2) immediately following the First Merger, the Second Merger will occur, with Merger Sub 2 continuing as the surviving company in the Second Merger as a wholly owned subsidiary of Terex.
Removed
Additionally, while we strive to create an inclusive culture and a diverse workforce, management team and board of directors where everyone feels valued and respected, a failure, or perceived failure, to properly address inclusivity and diversity matters could result in reputational harm, reduced sales or an inability to attract and retain a talented workforce.
Added
The completion of the Proposed Merger is subject to a number of conditions, including, among other things, the receipt of Terex shareholder approval and the approval of our shareholders, and the receipt of certain regulatory approvals, which make the completion and timing of the Proposed Merger uncertain.
Removed
Organizations that provide information to investors on corporate governance and other matters have developed rating systems for evaluating companies on their approach to ESG. Unfavorable ESG ratings and related reporting requirements may lead to negative investor sentiment which could have a negative impact on our stock price.
Added
The failure to satisfy all of the required conditions could delay the completion of the Proposed Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Proposed Merger will be satisfied or waived or that the Proposed Merger will be completed.
Removed
For example, most of our vehicles require gasoline or diesel fuel, which have historically experienced sharp price increases, that in turn increase demand for vehicles with better fuel economy. In addition, there is growing customer and regulatory preferences for alternative fuel vehicles.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+2 added−0 removed12 unchanged
Biggest changeTo the extent the ERM process identifies a heightened cybersecurity-related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion. We have a formal process to annually assess the feasibility, validity and effectiveness of our incident response plans including information technology recovery and business continuity procedures.
Biggest changeWe have a formal process to annually assess the feasibility, validity and effectiveness of our incident response plans including information technology recovery and business continuity procedures. The Company did not experience a material cybersecurity incident in fiscal year 2025 .
Additionally, we plan to consult with outside counsel, as appropriate, on our materiality determinations, our disclosure requirements, and other compliance decisions. We also plan to keep our independent public accounting firm informed of such incidents, as appropriate. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
We also plan to keep our independent public accounting firm informed of such incidents, as appropriate. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
We review available data related to our third-party service providers and assess the appropriateness of our service providers' cybersecurity programs and practices to ensure risks are properly mitigated. Assessing, identifying and managing cybersecurity-related risks are integrated into the Company's overall Enterprise Risk Management (“ERM”) program.
We review available data related to our third-party service providers and assess the appropriateness of our service providers' cybersecurity programs and practices to ensure risks are properly mitigated.
Cybersecurity-related risks fall within the scope of risks that the ERM program evaluates to assess top risks to the enterprise. Such risks are directly communicated to the Audit Committee on a bi-annual basis, or more frequently as needed. The Audit Committee reports the results of their bi-annual meetings to the Board of Directors at the succeeding Board meeting.
Assessing, identifying and managing cybersecurity-related risks are integrated into the Company's overall Enterprise Risk Management (“ERM”) program. Cybersecurity-related risks fall within the scope of risks that the ERM program evaluates to assess top risks to the enterprise. Such risks are directly communicated to the Audit Committee on a bi-annual basis, or more frequently as needed.
The Company did not experience a material cybersecurity incident in fiscal year 2024. Any incident assessed as potentially being or becoming material will immediately be escalated for further assessment and reported to designated members of our executive leadership team and, if deemed necessary, the Board of Directors.
Any incident assessed as potentially being or becoming material will immediately be escalated for further assessment and reported to designated members of our executive leadership team and, if deemed necessary, the Board of Directors. Additionally, we plan to consult with outside counsel, as appropriate, on our materiality determinations, our disclosure requirements, and other compliance decisions.
Added
In fiscal year 2025, w e commissioned an independent assessment from an accredited firm to evaluate the effectiveness of our cybersecurity program and plan to make adjustments to address the improvement opportunities identified in the assessment. We intend to perform this assessment on a biennial basis going forward.
Added
The Audit Committee reports the results of their bi-annual meetings to the Board of Directors at the succeeding Board meeting. To the extent the ERM process identifies a heightened cybersecurity-related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeRTCs & Aftermarket Parts Warehouses Approximate Square Feet Segment Owned or Leased Jefferson, North Carolina 92,000 Specialty Vehicles Aftermarket Parts Warehouse Owned Decatur, Indiana 90,000 Recreational Vehicles Aftermarket Parts Warehouse Owned Decatur, Indiana 85,000 Recreational Vehicles RTC Owned Coburg, Oregon 36,000 Recreational Vehicles RTC Leased Bristol, Indiana 44,000 Recreational Vehicles RTC Owned Ocala, Florida 33,000 Specialty Vehicles Aftermarket Parts Warehouse Leased Total 380,000 Manufacturing Facility Locations Approximate Square Feet Brand(s) Produced Owned or Leased Decatur, Indiana 689,000 Fleetwood RV, American Coach, Holiday Rambler Owned Ocala, Florida 488,000 E-ONE Owned/Leased Snyder, Nebraska 400,000 Smeal Owned Charlotte, Michigan 283,000 Spartan Emergency Response Owned Elkhart, Indiana 270,000 Fleetwood RV, Midwest Automotive Design Owned/Leased Grove City, Ohio 240,000 Horton Emergency Vehicles Owned/Leased Holden, Louisiana 232,000 Ferrara Fire Apparatus, KME Owned Jefferson, North Carolina 225,000 American Emergency Vehicles Owned Winter Park, Florida 223,000 Wheeled Coach, Road Rescue Owned Bristol, Indiana 200,000 Renegade RV Leased Lancaster, California 169,000 Lance Camper Leased Decatur, Indiana 158,000 Goldshield Owned Longview, Texas 158,000 Capacity of Texas, LayMor Owned/Leased Ephrata, Pennsylvania 119,000 Ladder Tower Leased Brandon, South Dakota 86,000 Spartan Emergency Response Owned/Leased Hamburg, New York 87,000 E-ONE Leased South El Monte, California 34,000 Leader Emergency Vehicles Leased Total 4,061,000
Biggest changeRTCs & Aftermarket Parts Warehouses Approximate Square Feet Segment Owned or Leased Jefferson, North Carolina 92,000 Specialty Vehicles Aftermarket Parts Warehouse Owned Decatur, Indiana 85,000 Recreational Vehicles RTC Owned Bristol, Indiana 44,000 Recreational Vehicles RTC Owned Coburg, Oregon 36,000 Recreational Vehicles RTC Leased Ocala, Florida 33,000 Specialty Vehicles Aftermarket Parts Warehouse Leased Total 290,000 Manufacturing Facility Locations Approximate Square Feet Brand(s) Produced Owned or Leased Decatur, Indiana 689,000 Fleetwood RV, American Coach, Holiday Rambler Owned Ocala, Florida 488,000 E-ONE Owned/Leased Snyder, Nebraska 400,000 Smeal Owned Charlotte, Michigan 283,000 Spartan Emergency Response Owned Elkhart, Indiana 270,000 Fleetwood RV, Midwest Automotive Owned/Leased Grove City, Ohio 260,000 Horton Emergency Vehicles Owned/Leased Holden, Louisiana 232,000 Ferrara Fire Apparatus, KME Owned Jefferson, North Carolina 225,000 American Emergency Vehicles Owned Winter Park, Florida 223,000 Wheeled Coach, Road Rescue Owned Bristol, Indiana 200,000 Renegade RV Leased Decatur, Indiana 158,000 Goldshield Owned Longview, Texas 158,000 Capacity of Texas, LayMor Owned/Leased Ephrata, Pennsylvania 119,000 Ladder Tower Leased Hamburg, New York 87,000 E-ONE Leased Brandon, South Dakota 86,000 Spartan Emergency Response Owned/Leased South El Monte, California 34,000 Leader Emergency Vehicles Leased Total 3,912,000

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed3 unchanged
Biggest changeDuring fiscal year 2024, the Company paid cash dividends of $192.0 million, which includes a special cash dividend in the amount of $3.00 per share that was paid in February 2024. Our ability to pay dividends is dependent on our ABL Facility and board of directors' approval. See “Item 1A.
Biggest changeDuring fiscal year 2025, the Company paid cash dividends of $12.9 million. Our ability to pay dividends is dependent on our ABL Facility and board of directors' approval. We are also subject to certain limitations on paying dividends under the Merger Agreement, and there can be no assurance that future dividends will be paid. See “Item 1A.
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 fourth quarter of fiscal year 2024.
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 fourth quarter of fiscal year 2025.
Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock between October 31, 2019 and October 31, 2024, based on the market price of our common stock and assumes reinvestment of dividends, with the cumulative total return of companies in the Russell 2000, RV Peers, and Specialty Vehicle Peers.
Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock between October 31, 2020 and October 31, 2025, based on the market price of our common stock and assumes reinvestment of dividends, with the cumulative total return of companies in the Russell 2000, RV Peers, and Specialty Vehicle Peers.
As of December 6, 2024, there were approximately 63 holders of record of our shares of common stock. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
As of December 3, 2025, there were approximately 57 holders of record of our shares of common stock. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
October 31, 2019 October 31, 2020 October 31, 2021 October 31, 2022 October 31, 2023 October 31, 2024 REVG $ 100.0 $ 64.0 $ 123.9 $ 114.5 $ 120.5 $ 267.2 Russell 2000 100.0 99.8 150.5 122.6 112.0 150.2 RV Peers¹ 100.0 117.8 155.4 132.4 138.7 152.9 Specialty Vehicle Peers² 100.0 85.0 150.6 109.1 113.1 171.1 ¹ represents an equally-weighted index comprised of THO and WGO. ²represents an equally-weighted index comprised of OSK, BLBD, SHYF, & FSS.
October 31, 2020 October 31, 2021 October 31, 2022 October 31, 2023 October 31, 2024 October 31, 2025 REVG $ 100.0 $ 193.7 $ 179.0 $ 188.3 $ 417.6 $ 812.9 Russell 2000 100.0 150.8 122.8 112.2 150.4 172.1 RV Peers¹ 100.0 133.8 114.9 119.3 129.4 112.4 Specialty Vehicle Peers² 100.0 160.5 126.5 167.3 273.3 352.8 ¹ represents an equally-weighted index comprised of THO and WGO. ²represents an equally-weighted index comprised of OSK, BLBD, & FSS.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

88 edited+25 added−19 removed49 unchanged
Biggest changeThe following table reconciles Net income to Adjusted EBITDA for the periods presented: Fiscal Year Ended (in millions) October 31, 2024 October 31, 2023 October 31, 2022 Net income $ 257.6 $ 45.3 $ 15.2 Depreciation and amortization 25.4 26.2 32.3 Interest expense, net 28.5 28.6 16.9 Provision for income taxes 82.8 12.9 4.6 EBITDA 394.3 113.0 69.0 Transaction expenses(a) 7.4 0.5 0.7 Sponsor expense reimbursement(b) 0.2 0.3 0.1 Restructuring costs(c) 12.3 — 9.4 Restructuring related charges(d) 7.8 10.5 9.7 Impairment charges(e) 14.5 — — Stock-based compensation expense(f) 12.7 14.4 8.7 Legal matters(g) 2.9 16.6 7.4 Net (gain) loss on sale of business and assets(h) (289.3 ) — 0.1 Other items (j) — 1.3 — Adjusted EBITDA $ 162.8 $ 156.6 $ 105.1 The following table reconciles Net income to Adjusted Net Income for the periods presented: Fiscal Year Ended (in millions) October 31, 2024 October 31, 2023 October 31, 2022 Net income $ 257.6 $ 45.3 $ 15.2 Amortization of intangible assets 2.2 3.5 7.1 Transaction expenses(a) 7.4 0.5 0.7 Sponsor expense reimbursement(b) 0.2 0.3 0.1 Restructuring costs(c) 12.3 — 9.4 Restructuring related charges(d) 7.8 10.5 9.7 Impairment charges(e) 14.5 — — Stock-based compensation expense(f) 12.7 14.4 8.7 Legal matters(g) 2.9 16.6 7.4 Net (gain) loss on sale of business and assets(h) (289.3 ) — 0.1 Accelerated depreciation on certain property, plant, and equipment (i) — — 2.3 Other Items(j) — 1.3 — Income tax effect of adjustments(k) 58.8 (11.9 ) (11.6 ) Adjusted Net Income $ 87.1 $ 80.5 $ 49.1 (a) Reflects costs incurred in connection with business acquisitions, dispositions, and capital market transactions.
Biggest changeMoreover, 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. 44 The following table reconciles Net income to Adjusted EBITDA for the periods presented: Fiscal Year Ended (in millions) October 31, 2025 October 31, 2024 October 31, 2023 Net income $ 95.2 $ 257.6 $ 45.3 Depreciation and amortization 26.0 25.4 26.2 Interest expense, net 25.1 28.5 28.6 Provision for income taxes 22.3 82.8 12.9 EBITDA 168.6 394.3 113.0 Transaction expenses(a) 7.3 7.4 0.5 Sponsor expense reimbursement(b) — 0.2 0.3 Restructuring costs(c) — 12.3 — Restructuring related charges(d) — 7.8 6.7 Impairment charges(e) — 14.5 — Stock-based compensation expense(f) 12.6 12.7 14.4 Legal and related matters(g) 3.3 2.9 16.6 Net (gain) loss on sale of business and assets(h) 36.7 (289.3 ) — Other items (i) 1.0 — 1.3 Adjusted EBITDA $ 229.5 $ 162.8 $ 152.8 The following table reconciles Net income to Adjusted Net Income for the periods presented: Fiscal Year Ended (in millions) October 31, 2025 October 31, 2024 October 31, 2023 Net income $ 95.2 $ 257.6 $ 45.3 Amortization of intangible assets 1.7 2.2 3.5 Transaction expenses(a) 7.3 7.4 0.5 Sponsor expense reimbursement(b) — 0.2 0.3 Restructuring costs(c) — 12.3 — Restructuring related charges(d) — 7.8 6.7 Impairment charges(e) — 14.5 — Stock-based compensation expense(f) 12.6 12.7 14.4 Legal and related matters(g) 3.3 2.9 16.6 Net (gain) loss on sale of business and assets(h) 36.7 (289.3 ) — Other items(i) 1.0 — 1.3 Income tax effect of adjustments(j) (22.0 ) 58.8 (10.9 ) Adjusted Net Income $ 135.8 $ 87.1 $ 77.7 (a) Reflects costs incurred in connection with business acquisitions, dispositions, and capital market transactions.
The inputs and assumptions used in the determination of fair value are considered Level 3 inputs within the fair value hierarchy, as further described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements.
The inputs and assumptions used in the determination of fair value are considered Level 3 inputs within the fair value hierarchy, as further described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements.
The 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions.
The Amended 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions.
If we are unable to generate sufficient cash flows from operations in the future, and if availability under the 2021 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 we are unable to generate sufficient cash flows from operations in the future, and if availability under the Amended 2021 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 the fair value of any reporting unit, as calculated using the income approach and/or the market approach, when applicable, is less than its carrying value, an impairment charge is recorded for any excess of the reporting unit’s carrying value over it’s fair value, not to exceed the carrying amount of goodwill of that reporting unit.
If the fair value of any reporting unit, as calculated using the income approach and/or the market approach, when applicable, is less than its carrying value, an impairment charge is recorded for any excess of the reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill of that reporting unit.
During fiscal year 2024, we also paid a special cash dividend of $3.00 per share, or a total of $178.1 million, on our common stock. 41 Our dividend policy has certain risks and limitations, particularly with respect to liquidity.
During fiscal year 2024, we also paid a special cash dividend of $3.00 per share, or a total of $178.1 million, on our common stock. Our dividend policy has certain risks and limitations, particularly with respect to liquidity.
The Company then estimates the fair value of each reporting unit and each indefinite-lived intangible asset not meeting the qualitative criteria and compares their fair values to their carrying values. 45 Under the quantitative method, the fair value of each reporting unit of the Company is determined by using the income approach and/or the market approach.
The Company then estimates the fair value of each reporting unit and each indefinite-lived intangible asset not meeting the qualitative criteria and compares their fair values to their carrying values. 46 Under the quantitative method, the fair value of each reporting unit of the Company is determined by using the income approach and/or the market approach.
During fiscal year 2024, the Company performed its annual goodwill test using a quantitative approach and did not identify any goodwill impairments. The goodwill balances at the Specialty Vehicles segment and Recreational Vehicles segments are $95.2 million and $42.5 million, respectively.
During fiscal year 2025, the Company performed its annual goodwill test using a quantitative approach and did not identify any goodwill impairments. The goodwill balances at the Specialty Vehicles segment and Recreational Vehicles segments are $95.2 million and $42.5 million, respectively.
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 2021 ABL Agreement.
The total credit facility is subject to a $45.0 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 Amended 2021 ABL Agreement.
To perform the impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair values of the Company’s reporting units or indefinite-lived intangible assets are less than their carrying amounts as a basis for determining whether or not to perform the quantitative impairment test.
To perform the impairment testing, the Company may first assess qualitative factors to determine whether it is more likely than not that the fair values of the Company’s reporting units or indefinite-lived intangible assets are less than their carrying amounts as a basis for determining whether or not to perform the quantitative impairment test.
If our warranty reserve were to change by 5%, it would not have a material impact on our gross profit for the fiscal year ended October 31, 2024.
If our warranty reserve were to change by 5%, it would not have a material impact on our gross profit for the fiscal year ended October 31, 2025.
The decrease within the Recreational Vehicles segment was primarily due to lower unit shipments and increased discounting. The increase within the Specialty Vehicles segment, excluding the impact of the Collins divestiture, was primarily due to price realization and increased shipments of fire apparatus and ambulance units, partially offset by lower shipments of terminal trucks.
The decrease within the Recreational Vehicles segment was primarily due to lower unit shipments and increased retail assistance. The increase within the Specialty Vehicles segment, excluding the impact of the Collins divestiture, was primarily due to price realization and increased shipments of fire apparatus and ambulance units, partially offset by lower shipments of terminal trucks.
Our products in the Recreational Vehicles 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 van or commercial truck chassis), Class B RVs (motorhomes built out within a van chassis and high-end luxury van conversions), and towable travel trailers and truck campers.
Our products in the Recreational Vehicles 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 van or commercial truck chassis), and Class B RVs (motorhomes built out within a van chassis and high-end luxury van conversions).
The decrease in cash from operating activities in fiscal year 2024 compared to the prior year was primarily related to higher income tax payments, including those associated with the sale of Collins and ENC, lower receipts of customer advances, and higher accounts payable payments, partially offset by higher collections of accounts receivable and lower inventory purchases.
The decrease in cash from operating activities in fiscal year 2024 compared to the prior year was primarily related to higher income tax payments, including those associated with the sale of the Bus Manufacturing Businesses, lower receipts of customer advances, and higher accounts payable payments, partially offset by higher collections of accounts receivable and lower inventory purchases.
Recent Accounting Pronouncements Refer to Note 2 to our 2024 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for a discussion of the impact of new accounting standards on the Company’s consolidated financial statements. 46
Recent Accounting Pronouncements Refer to Note 2 to our 2025 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for a discussion of the impact of new accounting standards on the Company’s consolidated financial statements. 47
Transaction expenses for fiscal year 2024 include costs incurred in connection with the Offerings and expenses that were incurred in connection with the sale of Collins, Fire RTC, and ENC, which consist primarily of success bonuses and legal and accounting expenses. (b) Reflects the reimbursement of expenses to our former Sponsor.
Transaction expenses for fiscal year 2024 include costs incurred in connection with the Offerings and expenses that were incurred in connection with the sale of the Bus Manufacturing Businesses and Fire RTC, which consist primarily of success bonuses and legal and accounting expenses. (b) Reflects the reimbursement of expenses to our former Sponsor.
Dividends During fiscal year 2024, 2023, and 2022, we paid a quarterly cash dividend at the rate of $0.05 per share on our common stock.
Dividends During fiscal year 2025 we paid a quarterly cash dividend at the rate of $0.06 per share on our common stock. During fiscal years 2024 and 2023, we paid a quarterly cash dividend at the rate of $0.05 per share on our common stock.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect amounts of assets and liabilities reported in our consolidated financial statements, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and reported amounts of revenues and expenses during the year.
GAAP requires us to make estimates, assumptions and judgments that affect amounts of assets and liabilities reported in our consolidated financial statements, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and reported amounts of revenues and expenses during the year.
The increase in net cash used in financing activities was primarily due to higher dividends payments and share repurchases of $126.1 million. Net cash used in financing activities for fiscal year 2023 was $95.7 million, compared to $69.7 million for fiscal year 2022.
Net cash used in financing activities for fiscal year 2024 was $398.6 million, compared to $95.7 million for fiscal year 2023. The increase in net cash used in financing activities was primarily due to higher dividends payments and share repurchases of $126.1 million.
The impairment charges were primarily related to the impairment of an indefinite-lived trade name and certain property, plant, and equipment due to the discontinuation of manufacturing operations at the Company's ENC facility, and the impairment of an indefinite-lived trade name within the Recreational Vehicles segment.
The impairment charges were primarily related to the impairment of an indefinite-lived trade name and certain property, plant, and equipment due to the discontinuation of manufacturing operations at the Company's ENC facility, and the impairment of an indefinite-lived trade name within the Recreational Vehicles segment. There were no impairment charges for fiscal year 2025.
During fiscal year 2024, the Company repurchased and retired 8,000,000 shares under the 2023 Repurchase Program at a total cost of $126.1 million and at a price of approximately $15.76 per share.
During fiscal year 2023, the Company did not repurchase any shares under the 2023 Repurchase Program or the Company's prior share repurchase program. During fiscal year 2024, the Company repurchased and retired 8,000,000 shares under the 2023 Repurchase Program at a total cost of $126.1 million and at a price of approximately $15.76 per share.
The debt issuance costs capitalized in connection with the 2021 ABL Facility less accumulated amortization are included in Other long-term assets in the Company’s Consolidated Balance Sheets. The debt issuance costs are amortized over the life of the debt on a straight-line basis. The 2021 ABL Facility matures on April 13, 2026.
The debt issuance costs capitalized in connection with the Amended 2021 ABL Facility less accumulated amortization are included in Other long-term assets in the Company’s Consolidated Balance Sheets. The debt issuance costs are amortized over the life of the debt on a straight-line basis. The Amended 2021 ABL Facility matures on February 20, 2030.
Cash Flow The following table shows summary cash flows for fiscal years 2024, 2023 and 2022: Fiscal Years Ended (in millions) October 31, 2024 October 31, 2023 October 31, 2022 Net cash provided by operating activities $ 53.4 $ 126.5 $ 91.6 Net cash provided by (used in) investing activities 348.5 (29.9 ) (14.8 ) Net cash used in financing activities (398.6 ) (95.7 ) (69.7 ) Net increase in cash and cash equivalents $ 3.3 $ 0.9 $ 7.1 Net Cash Provided by Operating Activities Net cash provided by operating activities for fiscal year 2024 was $53.4 million, compared to $126.5 million for fiscal year 2023.
Cash Flow The following table shows summary cash flows for fiscal years 2025, 2024 and 2023: Fiscal Years Ended (in millions) October 31, 2025 October 31, 2024 October 31, 2023 Net cash provided by operating activities $ 241.1 $ 53.4 $ 126.5 Net cash (used in) provided by investing activities (50.3 ) 348.5 (29.9 ) Net cash used in financing activities (180.7 ) (398.6 ) (95.7 ) Net increase in cash and cash equivalents $ 10.1 $ 3.3 $ 0.9 Net Cash Provided by Operating Activities Net cash provided by operating activities for fiscal year 2025 was $241.1 million, compared to $53.4 million for fiscal year 2024.
Impact of Acquisitions and Divestitures 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.
Impact of Acquisitions and Divestitures 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.
Excluding the impact of the Collins divestiture, Adjusted EBITDA increased $39.0 million, or 31.5%, compared to the prior year. This increase is primarily due to an increase in Adjusted EBITDA in the Specialty Vehicles segment, partially offset by a decrease in Adjusted EBITDA in the Recreational Vehicles segment.
Excluding the impact of the Collins divestiture, Adjusted EBITDA increased $42.8 million, or 35.7%, compared to the prior year. This increase is primarily due to an increase in Adjusted EBITDA in the Specialty Vehicles segment, partially offset by a decrease in Adjusted EBITDA in the Recreational Vehicles segment.
The dividend payment is at the discretion of our Board of Directors, and we may not pay dividends according to our policy, or at all. We cannot assure that we will declare dividends or have sufficient funds to pay dividends on our common stock in the future.
The dividend payment is at the discretion of our Board of Directors, and we may not pay dividends according to our policy, or at all. We cannot assure that we will have sufficient funds to pay dividends on our common stock in the future and we are also subject to certain limitations on paying dividends under the Merger Agreement.
The following table presents a summary of our backlog by segment: Increase (Decrease) ($ in millions) October 31, 2024 October 31, 2023 $ % Specialty Vehicles $ 4,179.8 $ 4,076.7 $ 103.1 2.5 % Recreational Vehicles 291.5 385.2 (93.7 ) -24.3 % Total Backlog $ 4,471.3 $ 4,461.9 $ 9.4 0.2 % Orders from our dealers and end customers are evidenced by a contract or firm purchase order or, in the case of the Recreational Vehicles segment and certain orders in our Specialty Vehicles segment, a reserved production slot.
The following table presents a summary of our backlog by segment: Increase (Decrease) ($ in millions) October 31, 2025 October 31, 2024 $ % Specialty Vehicles $ 4,402.3 $ 4,179.8 $ 222.5 5.3 % Recreational Vehicles 232.9 291.5 (58.6 ) (20.1 )% Total Backlog $ 4,635.2 $ 4,471.3 $ 163.9 3.7 % Orders from our dealers and end customers are evidenced by a contract or firm purchase order or, in the case of the Recreational Vehicles segment and certain orders in our Specialty Vehicles segment, a reserved production slot.
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.
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. We are also subject to certain limitations on obtaining additional financing under the Merger Agreement.
Net Cash Provided by (Used in) Investing Activities Net cash provided by investing activities for fiscal year 2024 was $348.5 million, compared to $29.9 million net cash used in investing activities for fiscal year 2023.
Net Cash (Used in) Provided by Investing Activities Net cash used in investing activities for fiscal year 2025 was $50.3 million, compared to $348.5 million net cash provided by investing activities for fiscal year 2024.
Selling, General and Administrative Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Selling, general and administrative $ 188.7 -15.8 % $ 224.0 15.3 % $ 194.2 Selling, General and Administrative : Consolidated selling, general and administrative (“SG&A”) costs decreased $35.3 million in fiscal year 2024 compared to the prior year primarily due to the non-recurrence of legal costs associated with the legal case described in Note 16, Commitments and Contingencies of the Notes to the Consolidated Financial Statements, lower personnel and incentive compensation costs, and a decrease in SG&A attributable to Collins, partially offset by higher transaction expenses related to divestiture and capital market transactions.
Consolidated selling, general and administrative (“SG&A”) costs decreased $36.6 million in fiscal year 2024 compared to the prior year primarily due to the non-recurrence of legal costs associated with the legal case described in Note 16, Commitments and Contingencies of the Notes to the Consolidated Financial Statements, lower personnel and incentive compensation costs, and a decrease in SG&A attributable to Collins, partially offset by higher transaction expenses related to divestiture and capital market transactions.
The increase in net cash provided by investing activities was related to the cash received in connection with the sale of Collins, Fire RTC, and ENC. Net cash used in investing activities for fiscal year 2023 was $29.9 million, compared to $14.8 million net cash used in investing activities for fiscal year 2022.
Net cash provided by investing activities for fiscal year 2024 was $348.5 million, compared to $29.9 million net cash used in investing activities for fiscal year 2023. The increase in net cash provided by investing activities was related to the cash received in connection with the sale of the Bus Manufacturing Businesses and Fire RTC.
(f) Reflects expenses associated with the vesting and modifications of equity awards, including employer payroll taxes, net of forfeitures. (g) Reflects legal fees and costs incurred to litigate and settle legal claims against us which are outside the normal course of business.
(f) Reflects expenses associated with the vesting and modifications of equity awards, including employer payroll taxes, net of forfeitures. (g) Reflects legal fees and other costs incurred in relation to legal matters that are outside the normal course of business.
Other than the items noted in Note 16, Commitments and Contingencies, to our 2024 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, we do not have any material off-balance sheet arrangements.
Other than the items noted in Note 16, Commitments and Contingencies, to our 2025 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, we do not have any material off-balance sheet arrangements. 43 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.
However, we cannot assure that cash provided by operating activities and borrowings under the current revolving credit facility (the “2021 ABL Facility” or “2021 ABL Agreement”) will be sufficient to meet our future needs.
We believe that our sources of liquidity and capital will be sufficient to finance our continued operations and growth strategy. However, we cannot assure that cash provided by operating activities and borrowings under the current revolving credit facility (the “Amended 2021 ABL Facility” or “Amended 2021 ABL Agreement”) will be sufficient to meet our future needs.
Adjusted EBITDA : Recreational Vehicles segment Adjusted EBITDA decreased $49.8 million in fiscal year 2024 compared to the prior year primarily due to lower unit shipments, increased discounting, and inflationary pressures, partially offset by cost reduction actions.
Recreational Vehicles segment Adjusted EBITDA decreased $49.8 million in fiscal year 2024 compared to the prior year primarily due to lower unit shipments, increased retail assistance, and inflationary pressures, partially offset by cost reduction actions. 40 Backlog Backlog represents orders received from dealers or directly from end customers.
Net income Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Net income $ 257.6 468.7 % $ 45.3 198.0 % $ 15.2 Net income: Consolidated net income increased $212.3 million in fiscal year 2024 compared to the prior year primarily due to the factors detailed above. 38 Consolidated net income increased $30.1 million in fiscal year 2023 compared to fiscal year 2022 primarily due to the factors detailed above.
Net income Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Net income $ 95.2 -63.0 % $ 257.6 468.7 % $ 45.3 Net income: Consolidated net income decreased $162.4 million in fiscal year 2025 compared to the prior year primarily due to the factors detailed above.
The costs of fulfilling our warranty obligations principally involve replacement parts, labor and sometimes travel for any field retrofit or recall campaigns. Our estimates are based on historical experience, the number of units involved and the cost per claim. A significant increase in replacement parts, labor and travel could have a material adverse impact on our operating results.
Our estimates are based on historical experience, the number of units involved and the cost per claim. A significant increase in replacement parts, labor and travel could have a material adverse impact on our operating results.
On June 1, 2023, the Company’s Board of Directors approved a new share repurchase program that allowed the repurchase of up to $175.0 million of the Company’s outstanding common stock (the “2023 Repurchase Program”). The 2023 Repurchase Program replaced the 2021 Repurchase Program.
As such, there can be no assurance that future dividends will be paid. Stock Repurchase Program On June 1, 2023, the Company’s Board of Directors approved a new share repurchase program that allowed the repurchase of up to $175.0 million of the Company’s outstanding common stock (the “2023 Repurchase Program”).
Gross Profit Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Gross profit $ 297.3 -5.9 % $ 316.1 27.7 % $ 247.5 % of net sales 12.5 % 12.0 % 10.6 % Gross Profit : Consolidated gross profit decreased $18.8 million in fiscal year 2024 compared to the prior year.
Gross Profit Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Gross profit $ 369.8 24.4 % $ 297.3 -5.9 % $ 316.1 % of net sales 15.0 % 12.5 % 12.0 % Gross Profit : Consolidated gross profit increased $72.5 million in fiscal year 2025 compared to the prior year.
The fiscal year 2023 tax provision was favorably impacted by incentives for U.S. research and was unfavorably impacted by additional unrecognized tax benefits recorded during the year. Consolidated income tax provision was $4.6 million or 23.2% of pretax income for fiscal year 2022.
The fiscal year 2023 tax provision was favorably impacted by incentives for U.S. research and was unfavorably impacted by additional unrecognized tax benefits recorded during the year.
The increase in Specialty Vehicles segment backlog was primarily the result of continued demand and order intake for fire apparatus and ambulance units, along with pricing actions, partially offset by a decrease in backlog related to the wind down of municipal transit operations, increased unit shipments, and lower order intake for terminal truck units.
The increase in Specialty Vehicles segment backlog was primarily the result of continued demand and order intake for fire apparatus and ambulance units along with pricing actions, partially offset by increased production and shipments of fire apparatus and ambulance units. The decrease in Recreational Vehicles segment backlog was primarily the result of lower order intake in certain product categories.
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 product type from our Specialty Vehicles brands.
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 product type from our Specialty Vehicles brands. 35 Recreational Vehicles – Our Recreational Vehicles segment serves the RV market through the following principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade RV and Midwest Automotive Designs.
The increase was primarily related to price realization, a favorable mix of fire apparatus, and increased shipments of fire apparatus and ambulance units, partially offset by inflationary pressures and lower shipments of terminal trucks. Specialty Vehicles segment Adjusted EBITDA increased $73.8 million in fiscal year 2023 compared to fiscal year 2022.
Excluding the impact of the Collins divestiture, segment Adjusted EBITDA increased $92.5 million, or 149.2% compared to the prior year. The increase was primarily related to price realization, a favorable mix of fire apparatus, and increased shipments of fire apparatus and ambulance units, partially offset by inflationary pressures and lower shipments of terminal trucks.
As a result, this backlog may not necessarily be an accurate measure of future sales. At the end of fiscal year 2024, our backlog was $4,471.3 million, compared to $4,461.9 million at the end of fiscal year 2023, which included $220.3 million and $167.5 million related to Collins and ENC, respectively.
As a result, this backlog may not necessarily be an accurate measure of future sales. At the end of fiscal year 2025, our backlog was $4,635.2 million, compared to $4,471.3 million at the end of fiscal year 2024.
Results of Operations The following table compares results for fiscal years 2024, 2023 and 2022 Fiscal Year Ended (in millions except per share data) October 31, 2024 October 31, 2023 October 31, 2022 Net sales $ 2,380.2 $ 2,638.0 $ 2,331.6 Gross profit 297.3 316.1 247.5 Selling, general and administrative 188.7 224.0 194.2 Restructuring 12.3 — 9.4 Impairment charges 14.5 — — (Gain) Loss on sale of business (289.3 ) 1.1 0.1 Provision for income taxes 82.8 12.9 4.6 Net income 257.6 45.3 15.2 Net income per common share Basic $ 4.79 $ 0.77 $ 0.25 Diluted 4.72 0.77 0.25 Dividends declared per common share 3.20 0.20 0.20 Adjusted EBITDA $ 162.8 $ 156.6 $ 105.1 Adjusted Net Income 87.1 80.5 49.1 36 Net Sales Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Net sales $ 2,380.2 -9.8 % $ 2,638.0 13.1 % $ 2,331.6 Net Sales : Consolidated net sales decreased $257.8 million in fiscal year 2024 compared to the prior year.
(“Avery”) in fiscal year 2025; however, these business dispositions did not represent a material percentage of total revenue or earnings. 36 Results of Operations The following table compares results for fiscal years 2025, 2024 and 2023 Fiscal Year Ended (in millions except per share data) October 31, 2025 October 31, 2024 October 31, 2023 Net sales $ 2,463.5 $ 2,380.2 $ 2,638.0 Gross profit 369.8 297.3 316.1 Selling, general and administrative 187.6 190.9 227.5 Restructuring — 12.3 — Impairment charges — 14.5 — Loss (Gain) on sale of business 39.6 (289.3 ) 1.1 Provision for income taxes 22.3 82.8 12.9 Net income 95.2 257.6 45.3 Net income per common share Basic $ 1.92 $ 4.79 $ 0.77 Diluted 1.89 4.72 0.77 Dividends declared per common share 0.24 3.20 0.20 Adjusted EBITDA $ 229.5 $ 162.8 $ 152.8 Adjusted Net Income 135.8 87.1 77.7 Net Sales Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Net sales $ 2,463.5 3.5 % $ 2,380.2 -9.8 % $ 2,638.0 Net Sales : Consolidated net sales increased $83.3 million in fiscal year 2025 compared to the prior year.
Impairment Charges Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Impairment charges $ 14.5 100.0 % $ — — $ — Impairment Charges : Consolidated impairment charges were $14.5 million for fiscal year 2024.
There were no restructuring costs for fiscal year 2025. Impairment Charges Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Impairment charges $ — N/M $ 14.5 N/M $ — Impairment Charges : Consolidated impairment charges were $14.5 million for fiscal year 2024.
Excluding the impact of the Collins divestiture, segment net sales increased $145.4 million, or 9.2% compared to the prior year. The increase in net sales was primarily due to price realization and increased shipments of fire apparatus and ambulance units, partially offset by lower shipments of terminal trucks.
The increase in net sales was primarily due to price realization and increased shipments of fire apparatus and ambulance units, partially offset by lower shipments of terminal trucks. Adjusted EBITDA : Specialty Vehicles segment Adjusted EBITDA increased $72.1 million in fiscal year 2025 compared to the prior year.
(in millions) 2025 2026 2027 2028 2029 Thereafter Total Debt(a) $ — $ 85.0 $ — $ — $ — $ — $ 85.0 Interest(b) 5.8 2.9 — — — — 8.7 Operating leases 9.4 8.3 7.5 4.3 2.9 6.6 39.0 Purchasing commitments(c) 42.6 4.1 4.1 4.1 4.1 33.4 92.4 Total commitments $ 57.8 $ 100.3 $ 11.6 $ 8.4 $ 7.0 $ 40.0 $ 225.1 (a) Includes estimated principal payments due under our the 2021 ABL Facility as of October 31, 2024.
(in millions) 2026 2027 2028 2029 2030 Thereafter Total Debt(a) $ — $ — $ — $ — $ 40.0 $ — $ 40.0 Interest(b) 2.5 2.5 2.5 2.5 0.4 — 10.4 Operating leases 6.2 5.1 3.8 3.1 2.3 4.3 24.8 Purchasing commitments(c) 67.1 6.6 6.6 6.6 6.6 14.1 107.6 Total commitments $ 75.8 $ 14.2 $ 12.9 $ 12.2 $ 49.3 $ 18.4 $ 182.8 (a) Includes estimated principal payments due under the Amended 2021 ABL Facility as of October 31, 2025.
(Gain) Loss on sale of business Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 (Gain) Loss on sale of business $ (289.3 ) N/M $ 1.1 1000.0 % $ 0.1 (Gain) Loss on Sale of Business : Consolidated gain on sale of business was $289.3 million for fiscal year 2024.
Loss (Gain) on sale of business Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Loss (Gain) on sale of business $ 39.6 N/M $ (289.3 ) N/M $ 1.1 Loss (Gain) on Sale of Business : The loss on sale of business was $39.6 million for fiscal year 2025 and was due to the sale of the Lance and Avery businesses.
Fiscal year 2023 includes the loss on the sale of a business within the Specialty Vehicles segment, which is fully offset by a gain on the sale of certain assets also within the Specialty Vehicles segment.
Fiscal year 2024 reflects the pre-tax gain recognized in connection with the sale of the Bus Manufacturing Businesses and Fire RTC. Fiscal year 2023 includes the loss on the sale of a business within the Specialty Vehicles segment, which is fully offset by a gain on the sale of certain assets also within the Specialty Vehicles segment.
The Company would become subject to compliance with a 1.10 to 1.0 minimum fixed charge coverage ratio financial covenant under the 2021 ABL Agreement if the Company’s borrowing base availability falls below $40.0 million or 15% of the borrowing base.
The Company may prepay principal, in whole or in part, at any time without penalty. The Company would become subject to compliance with a 1.0 to 1.0 minimum fixed charge coverage ratio financial covenant under the Amended 2021 ABL Agreement if the Company’s borrowing base availability falls below the greater of $35.0 million or 12.5% of the borrowing base.
Adjusted EBITDA Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Adjusted EBITDA $ 162.8 4.0 % $ 156.6 49.0 % $ 105.1 Consolidated Adjusted EBITDA increased $6.2 million in fiscal year 2024 compared to the prior year.
Adjusted EBITDA Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Adjusted EBITDA $ 229.5 41.0 % $ 162.8 6.5 % $ 152.8 Consolidated Adjusted EBITDA increased $66.7 million in fiscal year 2025 compared to the prior year.
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.
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.
In addition, we are susceptible to supply chain disruptions resulting from the impact of tariffs and global macro-economic factors which can have a dramatic effect, either directly or indirectly, on the availability, lead-times and costs associated with raw materials and parts. 35 RV purchases are discretionary in nature and therefore sensitive to the cost and availability of financing, consumer confidence, unemployment levels, levels of disposable income and changing levels of consumer home equity, 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 which can have a dramatic effect, either directly or indirectly, on the availability, lead-times and costs associated with raw materials and parts.
Excluding the impact of the Collins and ENC divestitures, backlog increased $397.2 million compared to the prior year. The increase in consolidated backlog was due to an increase within the Specialty Vehicles segment, partially offset by a decrease within the Recreational Vehicles segment.
The increase in consolidated backlog was due to an increase within the Specialty Vehicles segment, partially offset by a decrease within the Recreational Vehicles segment.
Refer to Note 9, Long-Term Debt, of the Notes to the Consolidated Financial Statements for further details. 42 Contractual Obligations Significant contractual commitments at October 31, 2024 are expected to affect our cash flows in future periods as set forth in the table below.
Contractual Obligations Significant contractual commitments at October 31, 2025 are expected to affect our cash flows in future periods as set forth in the table below.
Adjusted EBITDA : Specialty Vehicles segment Adjusted EBITDA increased $55.9 million in fiscal year 2024 compared to the prior year. Excluding the impact of the Collins divestiture, segment Adjusted EBITDA increased $88.7 million, or 134.8% compared to the prior year.
Specialty Vehicles segment net sales decreased $1.6 million in fiscal year 2024 compared to the prior year. Excluding the impact of the Collins divestiture, segment net sales increased $145.4 million, or 9.2% compared to the prior year.
Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry.
Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry. Proposed Merger On October 29, 2025, The Company entered into the Merger Agreement with Terex, Merger Sub 1 and Merger Sub 2.
(b) Based on interest rates in effect and outstanding principal balance as of October 31, 2024. (c) Includes purchase commitments for certain raw materials and chassis as of October 31, 2024. 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 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.
The 2023 Repurchase Program expires 24 months after the approval date and gives management flexibility to determine conditions under which the shares may be purchased, subject to certain limitations. During fiscal year 2023, the Company did not repurchase any shares under the 2023 Repurchase Program.
The 2023 Repurchase Program replaced the Company's prior share repurchase program. The 2023 Repurchase Program would have expired 24 months after the approval date and gave management flexibility to determine conditions under which the shares could be purchased, subject to certain limitations.
Restructuring related charges for fiscal year 2024, which consist primarily of inventory charges, were incurred in connection with the discontinuation of manufacturing operations at the Company’s ENC facility.
Restructuring related charges for fiscal year 2024, which consist primarily of losses on inventory for next generation propulsion products that were abandoned in connection with the 45 discontinuation of manufacturing operations at the Company’s ENC facility. Restructuring related charges for fiscal year 2023 relates to costs associated with a reduction in force impacting corporate employees.
The gain on sale of business was due to the sale of the Collins, Fire RTC, and ENC businesses which occurred in fiscal year 2024. The loss on sale of business for fiscal year 2023 was due to the sale of non-core businesses within the Specialty Vehicles segment.
The gain on sale of business for fiscal year 2024 was due to the sale of the Bus Manufacturing Businesses and Fire RTC.
The increase within the Specialty Vehicles segment was due to increased shipments of fire apparatus and ambulance units, a favorable mix of ambulance units, higher shipments of school buses, terminal trucks, and street sweepers, and price realization, partially offset by an unfavorable mix of municipal transit buses.
The increase within the Specialty Vehicles segment, excluding the impact of the Bus Manufacturing Businesses, was primarily due to increased shipments of fire apparatus and ambulance units, a favorable mix of ambulance units, and price realization.
Fiscal year 2023 includes fees and costs to settle claims brought through the acquisition of certain assets as described in Note 16. (h) Fiscal year 2024 reflects the pre-tax gain recognized in connection with the sale of Collins, Fire RTC, and ENC.
Fiscal year 2023 includes fees and costs to settle claims brought through the acquisition of certain assets as described in Note 16. (h) Fiscal year 2025 reflects the loss on sale of Lance and Avery within the Recreational Vehicles segment, partially offset by the gain on sale of a building in the Recreational Vehicles segment.
Restructuring costs for fiscal year 2022 were incurred in connection with the transition of KME branded fire apparatus production to other REV fire group facilities within the Specialty Vehicles segment and termination and severance costs incurred at the corporate level. 44 (d) Reflects costs that are directly attributable to restructuring activities that do not meet the definition of, or qualify as, restructuring costs under ASC 420, Exit or Disposal Cost Obligations.
(c) Fiscal year 2024 reflects restructuring costs incurred in connection with the discontinuation of manufacturing operations at the Company’s ENC facility. (d) Reflects costs that are directly attributable to restructuring activities that do not meet the definition of, or qualify as, restructuring costs under ASC 420, Exit or Disposal Cost Obligations.
In the fourth quarter of fiscal year 2024 we sold ElDorado National (California) (“ENC”). Refer to Note 6, Divestiture Activities, of the Notes to the Consolidated Financial Statements for further details.
In the first quarter of fiscal year 2024, we sold Collins Bus Corporation (“Collins”), a wholly owned subsidiary of Collins Industries, Inc. (“Collins Industries”), an indirect wholly-owned subsidiary of the Company. Refer to Note 6, Divestiture Activities, of the Notes to the Consolidated Financial Statements for further details.
The increase was primarily related to higher sales volume of fire apparatus, ambulance units, school buses, terminal trucks, and street sweepers, a favorable mix of ambulance units and school buses, and price realization, partially offset by an unfavorable mix and supply chain challenges within municipal transit buses, and inflationary pressures. 39 Recreational Vehicles Segment Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Net sales $ 654.6 -28.2 % $ 912.3 -4.8 % $ 957.8 Adjusted EBITDA 41.2 -54.7 % 91.0 -17.9 % 110.9 Adjusted EBITDA % of net sales 6.3 % 10.0 % 11.6 % Net Sales : Recreational Vehicles segment net sales decreased $257.7 million in fiscal year 2024 compared to the prior year primarily due to decreased unit shipments and increased discounting.
Recreational Vehicles Segment Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Net sales $ 649.2 -0.8 % $ 654.6 -28.2 % $ 912.3 Adjusted EBITDA 37.2 -9.7 % 41.2 -54.7 % 91.0 Adjusted EBITDA % of net sales 5.7 % 6.3 % 10.0 % Net Sales : Recreational Vehicles segment net sales decreased $5.4 million in fiscal year 2025 compared to the prior year primarily due to lower unit shipments and increased retail assistance in certain categories, partially offset by favorable product mix in certain categories and pricing actions.
Provision for Income Taxes Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Provision for income taxes $ 82.8 541.9 % $ 12.9 180.4 % $ 4.6 Provision for income taxes: Consolidated income tax provision was $82.8 million or 24.3% of pretax income for fiscal year 2024.
The loss on sale of business for fiscal year 2023 was due to the sale of non-core businesses within the Specialty Vehicles segment. 38 Provision for Income Taxes Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Provision for income taxes $ 22.3 -73.1 % $ 82.8 541.9 % $ 12.9 Provision for income taxes: Consolidated income tax provision was $22.3 million or 19.0% of pretax income for fiscal year 2025.
Segment Information Specialty Vehicles Segment Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Net sales $ 1,726.4 -0.1 % $ 1,728.0 25.6 % $ 1,375.6 Adjusted EBITDA 154.5 56.7 % 98.6 297.6 % 24.8 Adjusted EBITDA % of net sales 8.9 % 5.7 % 1.8 % Net Sales : Specialty Vehicles segment net sales decreased $1.6 million in fiscal year 2024 compared to the prior year.
Adjusted Net Income Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Adjusted Net Income $ 135.8 55.9 % $ 87.1 12.1 % $ 77.7 Refer to the “Adjusted EBITDA and Adjusted Net Income” tables and related footnotes below for a reconciliation of Net Income to Adjusted Net Income. 39 Segment Information Specialty Vehicles Segment Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Net sales $ 1,814.8 5.1 % $ 1,726.4 -0.1 % $ 1,728.0 Adjusted EBITDA 226.6 46.7 % 154.5 63.0 % 94.8 Adjusted EBITDA % of net sales 12.5 % 8.9 % 5.5 % Net Sales : Specialty Vehicles segment net sales increased $88.4 million in fiscal year 2025 compared to the prior year.
Recreational Vehicles segment net sales decreased $45.5 million in fiscal year 2023 compared to fiscal year 2022 primarily due to decreased unit shipments, an unfavorable mix of motorized units, and increased discounting.
Recreational Vehicles segment net sales decreased $257.7 million in fiscal year 2024 compared to the prior year primarily due to decreased unit shipments and increased retail assistance.
(j) Fiscal year 2023 reflects a loss on the disposition of a company investment, and other insignificant adjusting items. (k) Income tax effect of adjustments using estimated tax rates. Critical Accounting Policies and Estimates Our significant accounting policies are described in Note 2 to our 2024 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates Our significant accounting policies are described in Note 2 to our 2025 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. The preparation of consolidated financial statements in conformity with U.S.
The increase in net cash used in investing activities was primarily due to increased capital expenditures and a reduction of proceeds from the sale of certain assets compared to fiscal year 2022. Net Cash Used in Financing Activities Net cash used in financing activities for fiscal year 2024 was $398.6 million, compared to $95.7 million for fiscal year 2023.
Net Cash Used in Financing Activities Net cash used in financing activities for fiscal year 2025 was $180.7 million, compared to $398.6 million for fiscal year 2024. The decrease in net cash used in financing activities was primarily due to lower dividends payments and a decrease in share repurchases.
During fiscal year 2024, the Company recorded impairments on an indefinite-lived trade name related to the discontinuation of operations at the Company's ENC facility, and on an indefinite-lived trade name included within the Recreational Vehicles segment. The Company performed its annual indefinite-lived trade name test using both a quantitative and qualitative approach and did not identify any additional impairments.
During fiscal year 2025, the Company performed its annual indefinite-lived trade name test using both a quantitative and qualitative approach and did not identify any impairments. Warranty Provisions for estimated warranty and other related costs are recorded in cost of sales and are periodically adjusted to reflect actual experience.
As of October 31, 2024, the Company’s outstanding debt under the 2021 ABL Facility was $85.0 million, and the Company’s availability under the 2021 ABL Facility was $349.6 million.
As of October 31, 2025, the Company’s outstanding debt under the Amended 2021 ABL Facility was $40.0 million, and the Company’s availability under the Amended 2021 ABL Facility was $307.6 million. Refer to Note 9, Long-Term Debt, of the Notes to the Consolidated Financial Statements for further details.
Net cash provided by operating activities for fiscal year 2023 was $126.5 million, compared to $91.6 million for fiscal year 2022. The increase in cash from operating activities for fiscal year 2023 compared to the prior year was primarily related to higher net income and a more efficient use of inventory as compared to the prior year.
The increase in cash from operating activities in fiscal year 2025 compared to the prior year was primarily related to higher cash net income generated during the period, disciplined inventory management, lower income tax payments, and higher receipts of customer advances, partially offset by higher accounts receivable driven by higher sales at the end of the period. 41 Net cash provided by operating activities for fiscal year 2024 was $53.4 million, compared to $126.5 million for fiscal year 2023.
Consolidated selling, general and administrative costs increased $29.8 million in fiscal year 2023 compared to fiscal year 2022 primarily due to higher incentive and share-based compensation, legal and settlement expense, and severance-related costs, partially offset by structural cost reductions. 37 Restructuring Fiscal Year Ended (in millions) October 31, 2024 Change October 31, 2023 Change October 31, 2022 Restructuring $ 12.3 100.0 % $ — -100.0 % $ 9.4 Restructuring : Consolidated restructuring costs for fiscal year 2024 were associated with the discontinuation of manufacturing operations at the Company's ENC facility, as announced in the first quarter of fiscal year 2024.
Restructuring Fiscal Year Ended (in millions) October 31, 2025 Change October 31, 2024 Change October 31, 2023 Restructuring $ — N/M $ 12.3 N/M $ — Restructuring : Consolidated restructuring costs for fiscal year 2024 were associated with the discontinuation of manufacturing operations at the Company's ENC facility, as announced in the first quarter of fiscal year 2024.
Recreational Vehicles – Our Recreational Vehicles segment serves the RV market through the following principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade RV, Midwest Automotive Designs and Lance Camper. We believe our brand portfolio contains some of the longest standing, most recognized brands in the RV industry.
We believe our brand portfolio contains some of the longest standing, most recognized brands in the RV industry.
The Company incurred approximately $3.6 million in additional fees and excise taxes associated with the repurchase, which has been included within the total cost of the share repurchase and recorded directly within equity. As of October 31, 2024, the approximate dollar value of shares that may yet be purchased under the 2023 Repurchase program is $48.9 million.
The Company incurred approximately $3.6 million in additional fees and excise taxes associated with the repurchase, which has been included within the total cost of the share repurchase and recorded directly within equity. 42 On December 5, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $250.0 million of the Company’s outstanding common stock (the “2024 Repurchase Program”).
Historically, these cash requirements have been met through cash provided by operating activities and borrowings under our asset-based lending (“ABL”) credit facility. 40 We believe that our sources of liquidity and capital will be sufficient to finance our continued operations and growth strategy.
Liquidity and Capital Resources General Our primary requirements for liquidity and capital are working capital, the improvement and expansion of existing manufacturing facilities, general corporate needs and debt service payments. Historically, these cash requirements have been met through cash provided by operating activities and borrowings under our asset-based lending (“ABL”) credit facility.
Refer to Note 19, Subsequent Events, of the Notes to the Consolidated Financial Statements for further details. 2021 ABL Facility On April 13, 2021, the Company entered into a $550.0 million revolving credit agreement with a syndicate of lenders. The 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $550.0 million.
The Amended 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $450.0 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed4 unchanged
Biggest changeAs of October 31, 2024, we had $85.0 million of principal outstanding under our 2021 ABL Facility at an average rate of 6.84% per annum. On an annualized basis, a 100-basis point increase in our floating interest rates under the 2021 ABL Facility would have increased interest expense by $0.9 million.
Biggest changeAs of October 31, 2025, we had $40.0 million of principal outstanding under our Amended 2021 ABL Facility at an average rate of 5.6% per annum. On an annualized basis, a 100-basis point increase in our floating interest rates under the Amended 2021 ABL Facility would have increased interest expense by $0.4 million.
A similar 100-basis point decrease in our floating interest rates would have decreased interest expense by $0.9 million. Commodity Price Risk We are a purchaser of certain commodities, including aluminum and raw steel. In addition, we are a purchaser of components and parts containing various commodities, including aluminum, fiberglass, copper and steel, which are integrated into our end products.
A similar 100-basis point decrease in our floating interest rates would have decreased interest expense by $0.4 million. Commodity Price Risk We are a purchaser of certain commodities, including aluminum and raw steel. In addition, we are a purchaser of components and parts containing various commodities, including aluminum, fiberglass, copper and steel, which are integrated into our end products.
We sometimes fix our prices for certain materials over an agreed upon amount of time between three months to twenty-four months through contracts with our vendors. 47
We sometimes fix our prices for certain materials over an agreed upon amount of time between three months to 24 months through contracts with our vendors. 48

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