UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
☒ |
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Non-accelerated filer |
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Small reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of June 5, 2023, the registrant had
Table of Contents
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PART I. |
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Item 1. |
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3 |
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Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) |
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Condensed Unaudited Consolidated Statements of Shareholders’ Equity |
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Notes to Condensed Unaudited Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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29 |
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Cautionary Statement About Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “aim” and other similar expressions, and include our segment net sales and other expectations described under “Overview” below, although not all forward-looking statements contain these identifying words. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements, including, but not limited to increases in interest rates, availability of credit, low consumer confidence, availability of labor, significant increases in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions, integration of operations relating to mergers and acquisitions activities and the overall impact of the novel coronavirus, known as "COVID-19", pandemic on the Company’s business, results of operations and financial condition. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission (“SEC”). We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this Form 10-Q or to reflect any changes in expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based, except as required by law.
We use our website (www.revgroup.com) and corporate Twitter account (@revgroupinc) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under SEC Regulation FD. Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website (investors.revgroup.com). Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.
None of the information provided on our website, in our press releases, public conference calls and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Balance Sheets
(Dollars in millions, except share amounts)
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(Audited) |
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April 30, |
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October 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories, net |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Goodwill |
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Intangible assets, net |
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Right of use assets |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Short-term customer advances |
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Short-term accrued warranty |
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Short-term lease obligations |
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Other current liabilities |
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Total current liabilities |
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Long-term debt |
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Long-term customer advances |
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Deferred income taxes |
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Long-term lease obligations |
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Other long-term liabilities |
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Total liabilities |
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Shareholders' Equity: |
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Preferred stock ($ |
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Common stock ($ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive (loss) income |
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( |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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See Notes to Condensed Unaudited Consolidated Financial Statements.
3
REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)
(Dollars in millions, except per share amounts)
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Three Months Ended |
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Six Months Ended |
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2023 |
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2022 |
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2023 |
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2022 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Selling, general and administrative |
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Research and development costs |
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Amortization of intangible assets |
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Restructuring costs |
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— |
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— |
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Total operating expenses |
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Operating income |
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Interest expense, net |
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Loss on investment in China JV |
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— |
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— |
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Loss on sale of business |
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Income (loss) before provision (benefit) for income taxes |
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( |
) |
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( |
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Provision (benefit) for income taxes |
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( |
) |
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( |
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Net income (loss) |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Other comprehensive income (loss), net of tax |
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— |
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( |
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Comprehensive income (loss) |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Net income (loss) per common share: |
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Basic |
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$ |
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$ |
( |
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$ |
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$ |
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Diluted |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Dividends declared per common share |
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$ |
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$ |
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$ |
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$ |
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See Notes to Condensed Unaudited Consolidated Financial Statements.
4
REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Cash Flows
(Dollars in millions)
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Six Months Ended |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Depreciation and amortization |
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Amortization of debt issuance costs |
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Stock-based compensation expense |
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Deferred income taxes |
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Gain on sale of assets |
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( |
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( |
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Loss on investment in China JV |
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— |
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Loss on sale of business |
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Changes in operating assets and liabilities, net |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchase of property, plant and equipment |
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( |
) |
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( |
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Proceeds from sale of assets |
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Proceeds from sale of China JV |
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— |
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Proceeds from sale of a business |
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— |
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Net cash used in investing activities |
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( |
) |
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( |
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Cash flows from financing activities: |
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Net proceeds from borrowings on revolving credit facility |
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— |
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Payment of dividends |
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( |
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( |
) |
Repurchase and retirement of common stock |
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— |
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( |
) |
Other financing activities |
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( |
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( |
) |
Net cash used in financing activities |
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( |
) |
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( |
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Net decrease in cash and cash equivalents |
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( |
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( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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Supplemental disclosures of cash flow information: |
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Cash paid (received) for: |
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Interest |
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$ |
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$ |
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Income taxes, net of refunds |
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$ |
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$ |
( |
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See Notes to Condensed Unaudited Consolidated Financial Statements.
5
REV Group, Inc. and Subsidiaries
(Dollars in millions, except share amounts)
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Common Stock |
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Additional Paid-in |
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Retained |
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Accumulated |
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Total |
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Amount |
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# Shares |
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Capital |
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Earnings |
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Income (Loss) |
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Equity |
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Balance, October 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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( |
) |
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( |
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Stock-based compensation expense |
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Vesting of restricted and performance stock units, net of employee tax withholdings |
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— |
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( |
) |
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( |
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Other comprehensive loss, net of tax |
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( |
) |
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( |
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Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards |
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— |
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( |
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( |
) |
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( |
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Dividends declared on common stock |
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( |
) |
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( |
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Balance, January 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Net income |
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Stock-based compensation expense |
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Vesting of restricted stock units, net of employee tax withholdings |
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— |
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( |
) |
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( |
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Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards |
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— |
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( |
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( |
) |
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( |
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Dividends declared on common stock |
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( |
) |
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( |
) |
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Balance, April 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Common Stock |
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Additional Paid-in |
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Retained |
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Accumulated |
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Total |
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Amount |
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# Shares |
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Capital |
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Earnings |
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(Loss) Income |
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Equity |
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Balance, October 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Net loss |
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( |
) |
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( |
) |
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Stock-based compensation expense |
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Exercise of common stock options |
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— |
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— |
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— |
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Vesting of restricted and performance stock units, net of employee tax withholdings |
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— |
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( |
) |
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( |
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Issuance of restricted stock awards, net of forfeitures and employee tax withholdings on vested awards |
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— |
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( |
) |
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( |
) |
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Other comprehensive income, net of tax |
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Repurchase and retirement of common stock |
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— |
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( |
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( |
) |
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( |
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Dividends declared on common stock |
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( |
) |
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( |
) |
||||
Balance, January 31, 2022 |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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Net loss |
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( |
) |
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( |
) |
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Stock-based compensation expense |
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Other comprehensive income, net of tax |
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||||||
Repurchase and retirement of common stock |
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— |
|
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( |
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( |
) |
|
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|
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( |
) |
||
Dividends declared on common stock |
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|
|
|
|
|
|
( |
) |
|
|
|
|
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( |
) |
||||
Balance, April 30, 2022 |
|
$ |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
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|
$ |
|
||||||
See Notes to Condensed Unaudited Consolidated Financial Statements.
6
REV Group, Inc. and Subsidiaries
Notes to the Condensed Unaudited Consolidated Financial Statements
(All tabular amounts presented in millions, except share and per share amounts)
Note 1. Basis of Presentation