Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2024

REV Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

    Delaware

    001-37999

    26-3013415

    (State or Other Jurisdiction
of Incorporation)

    (Commission File Number)
 
    (IRS Employer
Identification No.)

245 South Executive Drive, Suite 100

Brookfield, WI 53005

(Address of Principal Executive Offices)

(414) 290-0190

Registrant’s Telephone Number, Including Area Code

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 7.01 Regulation FD Disclosure.

On January 29, 2024, REV Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the completion of the sale of its school bus business, Collins Bus Corporation, for cash consideration of $303 million, subject to certain customary adjustments (the “Collins Disposition”).

In connection with the Collins Disposition, the Company also announced (i) the declaration of a special cash dividend of $3.00 per share to holders of the Company’s common stock, payable on February 16, 2024 to stockholders of record as of February 9, 2024, (ii) its decision to discontinue manufacturing operations at the Company’s ElDorado National (California) facility (“ENC”) in Riverside, California, and (iii) that following the Collins Disposition and the decision to discontinue manufacturing operations at ENC, the Company will combine its Fire & Emergency segment and Commercial segment into a new segment, the Specialty Vehicles segment. The Recreation segment will be renamed Recreational Vehicles, and with this change, the Company’s business will be aligned in two reportable segments: Specialty Vehicles and Recreational Vehicles.

The Press Release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The Company has also posted an updated investor presentation with additional information on the transactions described above and in the Press Release to its website at https://revgroup.com under the “Investor Events & Presentations” section of the “Investors” page.

The information disclosed under this Item 7.01 is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


99.1		REV Group, Inc. press release dated January 29, 2024
104		Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	REV Group, Inc.

January 29, 2024	By:	/s/ Mark A. Skonieczny
		Name: Mark A. Skonieczny
		Title: President and Chief Executive Officer, Interim Chief Financial Officer, and Director (Principal Executive and Financial Officer)

Exhibit 99.1

January 29, 2024

NEWS RELEASE

FOR IMMEDIATE RELEASE

REV GROUP, INC. TO EXIT SCHOOL AND TRANSIT BUS MANUFACTURING AND REORGANIZE INTO TWO REPORTING SEGMENTS; ANNOUNCES A SPECIAL CASH DIVIDEND

Brookfield, Wis.--(BUSINESS WIRE) -- REV Group, Inc. (NYSE: REVG), a manufacturer of industry-leading specialty vehicle brands, announced today a series of strategic actions aimed at optimizing its product portfolio and balance sheet. Effective January 26th, 2024, the company has completed the sale of its school bus business, Collins Bus Corporation (“Collins”), to Forest River Bus, LLC for a purchase price of $303.0 million in cash, subject to certain customary adjustments.

“We have a long and successful history with Collins that dates back to the initial acquisition that started REV Group. We are pleased that the Collins team has a strategic new home with Forest River. I would like to thank the Collins team members for their contributions to REV Group and wish them continued success,” stated Mark Skonieczny, President and CEO of REV Group.

In addition to the sale of Collins, REV Group announced it will be exiting transit bus manufacturing by winding down operations at its ElDorado National (California) (“ENC”) business, which is expected to be substantially completed by the end of fiscal year 2024, once existing customer orders are completed and delivered.

“Delays in the supply of critical components and the build out of infrastructure to support EV adoption, as well as the financial health of key suppliers, has created a competitive bidding environment for diesel and CNG buses that has made it difficult for ENC to compete profitably versus peers of greater scale,” said Skonieczny. “The decision to wind down operations was not made lightly; however, based on the options available to us, we believe this is the best path forward for our business. I would like to thank our ENC employees, dealers, and customers for their commitment to ENC over the years.”

REV Group expects to generate at least $250 million in net cash proceeds from these strategic actions. The net proceeds will be used to return approximately $180 million of cash to shareholders in the form of a special cash dividend in the amount of $3.00 per share of common stock, payable on February 16th, 2024, to shareholders of record on February 9th, 2024, with the remainder used to pay down debt under its ABL credit facility.

REV Group will be reorganized into two reporting segments beginning with its first quarter fiscal 2024 results. The remaining Commercial segment business will be combined with the Fire & Emergency businesses in a new segment named Specialty Vehicles, led by Mike Virnig, the current fire group president. The Recreation segment will be renamed Recreational Vehicles and will continue to be led by its current president, Mike Lanciotti. The company expects to provide updated fiscal 2024 guidance, including the impacts of these strategic actions, with its first quarter fiscal 2024 earnings release.

“Today’s announcement creates a more focused operating structure that provides opportunities for growth, consistent cash generation, and improved margin performance,” stated Skonieczny. “The net cash proceeds generated from these actions and strength of our balance sheet allow us to return cash to shareholders in the form of a special cash dividend while retaining ample liquidity and flexibility to continue to pursue our strategic agenda.”

Exhibit 99.1

Conference Call

A conference call to discuss these matters and their impact on the company is scheduled for January 29th, 2024, at 11:00 a.m. ET. A supplemental slide deck with additional information will be available on the REV Group, Inc. investor relations website. The call will be webcast simultaneously over the internet. To access the webcast, listeners can go to http://investors.revgroup.com/investor-events-and-presentations/events at least 15 minutes prior to the event and follow instructions for listening to the webcast. An audio replay of the call and related question and answer session will be available for 12 months at this website.

About REV Group

REV Group (REVG) companies are leading designers and manufacturers of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in the United States, through two segments: Specialty Vehicles and Recreational Vehicles. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (recreational vehicles). Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years. REV Group trades on the NYSE under the symbol REVG. Investors-REVG

Forward Looking Statements

This news release contains statements that the company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This news release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “strives,” “goal,” “outlook,” “guidance,” “seeks,” “projects,” “intends,” “forecasts,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this news release and include statements regarding our intentions, beliefs, goals or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate, including REV Group’s outlook and guidance for the full fiscal year 2024.

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

Investor Relations

Drew Konop

VP, Investor Relations & Corporate FP&A

Email: investors@revgroup.com

Phone: 1-262-957-4594 (mobile)

Media Relations:

Julie Nuernberg

Director, PR & Social Media Marketing

Email: julie.nuernberg@revgroup.com

Phone: 1-262-389-8620 (mobile)

Cover	Jan. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 25, 2024
Entity File Number	001-37999
Entity Registrant Name	REV Group, Inc.
Entity Central Index Key	0001687221
Entity Tax Identification Number	26-3013415
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	245 South Executive Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Brookfield
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53005
City Area Code	414
Local Phone Number	290-0190
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.001 Par Value)
Trading Symbol	REVG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false