Third quarter net sales of $594.8 million compared to $593.3 million in the prior year quarter
Third quarter net income of $9.5 million compared to net income of $23.7 million in the prior year quarter
Third quarter Adjusted EBITDA¹of $29.5 million compared to $41.6 million in the prior year quarter
Third quarter Adjusted Net Income¹ of $14.3 million compared to $24.5 million in the prior year quarter
End of third quarter $3.9 billion record backlog
Repurchased approximately 2.1 million of its common shares for $24.1 million
Updates full-year fiscal 2022 outlook to net sales of $2.25 to $2.35 billion, net income of $14 to $25 million, Adjusted Net Income of $44 to $54 million, Adjusted EBITDA of $100 to $110 million

REV Group, Inc. (NYSE:REVG), a manufacturer of industry-leading specialty vehicles, today reported results for the three months ended July 31, 2022 ("third quarter 2022"). Consolidated net sales in the third quarter 2022 were $594.8 million, representing an increase of 0.3% compared to $593.3 million for the three months ended July 31, 2021 ("third quarter 2021"). The increase in consolidated net sales was primarily due to higher net sales in the Recreation segment, and pricing actions enacted over the past year, partially offset by a decrease in net sales in the Fire and Emergency ("F&E") segment.

The company's third quarter 2022 net income was $9.5 million, or $0.16 per diluted share, which included $2.3 million of restructuring charges within the F&E segment. Adjusted Net Income for the third quarter 2022 was $14.3 million, or $0.24 per diluted share, compared to Adjusted Net Income of $24.5 million, or $0.37 per diluted share, in the third quarter 2021. Adjusted EBITDA in the third quarter 2022 was $29.5 million, compared to $41.6 million in the third quarter 2021. The decrease in Adjusted EBITDA during the quarter was primarily due to lower contribution from the F&E and Commercial segments, partially offset by increased Recreation segment Adjusted EBITDA.

"We delivered sequential margin improvement in the third quarter with demand for our vehicles remaining strong. We continue to take actions to offset inflationary pressures and remain focused on operational disciplines to drive margin expansion across our businesses," REV Group Inc. President and CEO Rod Rushing said. "The mid-point of updated guidance anticipates continued margin momentum on revenue that remains constrained by the supply chain. I would like to thank our employees for their dedication and hard work as they continue to navigate today's challenging environment."

REV Group Third Quarter Segment Highlights

Fire & Emergency Segment

F&E segment net sales were $230.1 million in the third quarter 2022, a decrease of $39.4 million, or 14.6%, from $269.5 million in the third quarter 2021. The decrease in net sales compared to the prior year quarter was primarily due to decreased shipments of fire apparatus and ambulance units related to supply chain disruption and labor constraints, partially offset by price realization. Decreased shipments of fire apparatus were primarily the result of shortages of key components such as radiators, axles, and wiring harnesses. Decreased shipments of ambulances were primarily the result of the timing of OEM supplied chassis receipts and component shortages. F&E segment backlog at the end of the third quarter 2022 was $2,163.1 million, an increase of $933.6 million compared to $1,229.5 million at the end of the third quarter 2021. The increase was primarily the result of continued demand and strong order intake for fire apparatus and ambulance units, pricing actions, and lower shipments against backlog.

F&E segment Adjusted EBITDA was $1.0 million in the third quarter 2022, a decrease of $14.8 million, or 93.7% from $15.8 million in the third quarter 2021. Profitability within the segment was impacted by lower sales volume, inefficiencies related to supply chain disruption, and inflationary pressures, partially offset by price realization.

Commercial Segment

Commercial segment net sales were $111.0 million in the third quarter 2022, a decrease of $0.3 million, or 0.3%, from $111.3 million in the third quarter 2021. The decrease in net sales compared to the prior year quarter was primarily due to lower shipments of school buses and municipal transit buses, partially offset by increased shipments of terminal trucks and street sweepers, and price realization. Decreased shipments of school buses and municipal transit buses were primarily the result of shortages of key components such as HVAC subsystems and wiring harnesses, and labor constraints. Commercial segment backlog at the end of the third quarter 2022 was $530.7 million, an increase of $218.7 million compared to $312.0 million at the end of the third quarter 2021. The increase was primarily the result of increased orders for school buses, terminal trucks, and street sweepers, and pricing actions.

Commercial segment Adjusted EBITDA was $6.8 million in the third quarter 2022, a decrease of $2.9 million, or 29.9%, from $9.7 million in the third quarter 2021. Lower profitability in the quarter was primarily the result of lower shipments of school buses, lower shipments and an unfavorable mix of municipal transit buses, inefficiencies related to labor constraints and supply chain disruptions, and inflationary pressures, partially offset by increased shipments and improved profitability of terminal trucks, and price realization.

Recreation Segment

Recreation segment net sales were $254.1 million in the third quarter 2022, an increase of $41.6 million, or 19.6%, from $212.5 million in the third quarter 2021. The increase in net sales compared to the prior year quarter was primarily due to price realization, and favorable mix, partially offset by lower line rates and unit shipments related to supply chain disruption and labor constraints in certain businesses. Backlog at the end of the third quarter 2022 was $1,242.9 million, an increase of $85.9 million compared to $1,157.0 million at the end of the third quarter 2021. The increase was primarily the result of strong order intake in several product categories, and pricing actions.

Recreation segment Adjusted EBITDA was $29.8 million in the third quarter 2022, an increase of $5.7 million, or 23.7%, from $24.1 million in the third quarter 2021. The increase was primarily due to price realization and favorable mix, partially offset by inefficiencies related to supply chain disruptions and labor constraints in certain businesses, and inflationary pressures.

Working Capital, Liquidity, and Capital Allocation

Cash and cash equivalents totaled $14.8 million as of July 31, 2022. Net debt² was $235.2 million, and the company had $287.1 million available under its ABL revolving credit facility as of July 31, 2022, a decrease of $2.9 million as compared to the October 31, 2021 availability of $290.0 million. During the third quarter 2022, the company repurchased approximately 2.1 million of its common shares for $24.1 million at an average purchase price of $11.16 per share. Trade working capital³ for the company as of July 31, 2022 was $353.4 million, compared to $368.2 million as of October 31, 2021. The decrease was primarily due to an increase in accounts payable and customer advances, partially offset by an increase in accounts receivable and inventory. Capital expenditures in the third quarter 2022 were $7.4 million compared to $5.3 million in the third quarter 2021.

Updated Fiscal Year 2022 Outlook

	Full Fiscal Year 2022
	Updated Guidance				Prior Guidance
($ in millions)	Low		High		Low		High
Net Sales	$	2,250	$	2,350	$	2,250	$	2,400
Net Income	$	14	$	25	$	14	$	35
Adjusted EBITDA	$	100	$	110	$	100	$	120
Adjusted Net Income	$	44	$	54	$	43	$	62
Free Cash Flow ⁴	$	58	$	70	$	58	$	70

Quarterly Dividend

The company's board of directors declared a quarterly cash dividend in the amount of $0.05 per share of common stock, payable on October 14, 2022, to shareholders of record on September 30, 2022, which equates to a rate of $0.20 per share of common stock on an annualized basis.

Conference Call

A conference call to discuss the company's fiscal year 2022 third quarter financial results is scheduled for September 7, 2022, at 10:00 a.m. ET. A supplemental slide deck 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 three segments: Fire & Emergency, Commercial, and Recreation. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances, fire apparatus, school buses, and transit buses), 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

Note Regarding Non-GAAP Measures

The company reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, management believes that the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA and Adjusted Net Income, which are non-GAAP financial measures. Adjusted EBITDA represents net income before interest expense, income taxes, depreciation and amortization and loss on early extinguishment of debt, as adjusted for certain non-recurring, one-time and other adjustments which we believe are not indicative of our underlying operating performance. Adjusted Net Income represents net income as adjusted for certain after-tax, non-recurring, one-time and other adjustments, which we believe are not indicative of our underlying operating performance, as well as non-cash intangible asset amortization and stock-based compensation. Free Cash Flow is calculated as net cash from operating activities minus capital expenditures.

The company believes that the use of Adjusted EBITDA, Adjusted Net Income and Free Cash Flow provide additional meaningful methods of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. A reconciliation of Adjusted EBITDA and Adjusted Net Income to the most closely comparable financial measures calculated in accordance with GAAP is included in the financial appendix of this news release.

Cautionary Statement About 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," "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 for the full fiscal year 2022.

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 subsequent 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, expect as required by applicable law.

____________________

¹ REV Group, Inc. Adjusted Net Income and Adjusted EBITDA are non-GAAP measures that are reconciled to their nearest GAAP measure later in this release.

² Net Debt is defined as total debt less cash and cash equivalents.

³ Trade Working Capital is defined as accounts receivable plus inventories less accounts payable and customer advances.

⁴Free Cash Flow is defined as net cash from operating activities minus capital expenditures.

REV GROUP, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
			(Audited)
	July 31, 2022		October 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	14.8	$	13.3
Accounts receivable, net		224.3		213.3
Inventories, net		599.3		481.7
Other current assets		31.7		52.7
Assets held for sale		6.3		—
Total current assets		876.4		761.0
Property, plant and equipment, net		146.1		157.6
Goodwill		157.3		157.3
Intangible assets, net		120.5		126.3
Right of use assets		20.7		19.1
Other long-term assets		11.2		17.0
Total assets	$	1,332.2	$	1,238.3
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	159.2	$	116.2
Customer advances		311.0		210.6
Accrued warranty		20.7		22.3
Short-term lease obligations		6.9		7.1
Other current liabilities		76.9		80.8
Total current liabilities		574.7		437.0
Long-term debt		250.0		215.0
Deferred income taxes		23.6		21.4
Long-term lease obligations		14.5		12.8
Other long-term liabilities		21.4		33.3
Total liabilities		884.2		719.5
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; none issued or outstanding)		—		—
Common stock ($.001 par value, 605,000,000 shares authorized; 59,343,192 and 64,584,291 shares issued and outstanding, respectively)		0.1		0.1
Additional paid-in capital		434.0		502.1
Retained earnings		13.8		16.7
Accumulated other comprehensive income (loss)		0.1		(0.1	)
Total shareholders' equity		448.0		518.8
Total liabilities and shareholders' equity	$	1,332.2	$	1,238.3

REV GROUP, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except share and per share amounts)

	Three Months Ended July 31,					Nine Months Ended July 31,
	2022		2021			2022		2021
Net sales	$	594.8	$	593.3		$	1,708.1	$	1,790.9
Cost of sales		527.0		516.7			1,527.4		1,565.2
Gross profit		67.8		76.6			180.7		225.7
Operating expenses:
Selling, general and administrative		46.1		45.2			144.2		141.0
Research and development costs		0.9		0.6			2.9		3.3
Amortization of intangible assets		1.3		2.3			5.7		7.4
Restructuring		2.3		—			8.9		1.0
Total operating expenses		50.6		48.1			161.7		152.7
Operating income		17.2		28.5			19.0		73.0
Interest expense, net		4.3		3.4			11.2		14.4
Loss on early extinguishment of debt		—		—			—		1.4
(Gain) loss on sale of business or business held for sale		—		(1.0	)		0.1		2.8
Loss on acquisition of business, net of tax		—		—			—		0.4
Income before provision for income taxes		12.9		26.1			7.7		54.0
Provision for income taxes		3.4		2.4			1.2		9.6
Net income	$	9.5	$	23.7		$	6.5	$	44.4

Net income per common share:
Basic	$	0.16	$	0.37		$	0.11	$	0.70
Diluted	$	0.16	$	0.36		$	0.10	$	0.68
Dividends declared per common share	$	0.05	$	0.05		$	0.15	$	0.05

Adjusted net income per common share:
Basic	$	0.24	$	0.38		$	0.54	$	0.92
Diluted	$	0.24	$	0.37		$	0.53	$	0.91

Weighted Average Shares Outstanding:
Basic		59,417,336		64,125,216			61,291,966		63,863,441
Diluted		59,922,851		65,379,717			61,993,292		64,883,139

REV GROUP, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

	Nine Months Ended July 31,
	2022			2021
Cash flows from operating activities:
Net income	$	6.5		$	44.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25.2			24.2
Amortization of debt issuance costs		1.3			1.6
Stock-based compensation expense		6.3			5.4
Deferred income taxes		2.2			0.4
Loss on early extinguishment of debt		—			1.4
Gain on sale of assets		(0.5	)		(1.8	)
Loss on sale of business or business held for sale		0.1			2.8
Loss on acquisition of business		—			0.4
Changes in operating assets and liabilities, net		18.4			21.8
Net cash provided by operating activities		59.5			100.6
Cash flows from investing activities:
Purchase of property, plant and equipment		(15.9	)		(13.9	)
Proceeds from sale of assets		2.8			12.5
Proceeds from sale of investment in China JV		1.8			—
Other investing activities		—			2.0
Net cash (used in) provided by investing activities		(11.3	)		0.6
Cash flows from financing activities:
Net proceeds from borrowings on revolving credit facility		35.0			210.0
Repayment of long-term debt		—			(303.4	)
Payment of dividends		(9.4	)		(3.3	)
Payment of debt issuance costs		—			(7.0	)
Repurchase and retirement of common stock		(70.0	)		—
Other financing activities		(2.3	)		0.3
Net cash used in financing activities		(46.7	)		(103.4	)
Net increase (decrease) in cash and cash equivalents		1.5			(2.2	)
Cash and cash equivalents, beginning of period		13.3			11.4
Cash and cash equivalents, end of period	$	14.8		$	9.2

Supplemental disclosures of cash flow information:
Cash paid (received) for:
Interest	$	7.6		$	12.3
Income taxes, net of refunds	$	(15.1	)	$	(0.1	)

REV GROUP, INC. AND SUBSIDIARIES
SEGMENT INFORMATION
(In millions; unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	2022			2021			2022			2021
Net Sales:
Fire & Emergency	$	230.1		$	269.5		$	712.5		$	857.7
Commercial		111.0			111.3			299.2			292.8
Recreation		254.1			212.5			697.7			640.5
Corporate & Other		(0.4	)		-			(1.3	)		(0.1	)
Total	$	594.8		$	593.3		$	1,708.1		$	1,790.9

Adjusted EBITDA:
Fire & Emergency	$	1.0		$	15.8		$	0.6		$	47.6
Commercial		6.8			9.7			19.0			25.1
Recreation		29.8			24.1			75.6			64.3
Corporate & Other		(8.1	)		(8.0	)		(23.6	)		(26.6	)
Total	$	29.5		$	41.6		$	71.6		$	110.4

Adjusted EBITDA Margin:
Fire & Emergency		0.4	%		5.9	%		0.1	%		5.5	%
Commercial		6.1	%		8.7	%		6.4	%		8.6	%
Recreation		11.7	%		11.3	%		10.8	%		10.0	%
Total		5.0	%		7.0	%		4.2	%		6.2	%


Period-End Backlog:	July 31, 2022			April 30, 2022			January 31, 2022			July 31, 2021
Fire & Emergency	$	2,163.1		$	1,788.3		$	1,655.1		$	1,229.5
Commercial		530.7			531.1			459.8			312.0
Recreation		1,242.9			1,302.7			1,282.6			1,157.0
Total	$	3,936.7		$	3,622.1		$	3,397.5		$	2,698.5

REV GROUP, INC. AND SUBSIDIARIES
ADJUSTED EBITDA BY SEGMENT
(In millions; unaudited)

	Three Months Ended July 31, 2022
	Fire & Emergency			Commercial		Recreation		Corporate & Other			Total
Net (loss) income	$	(5.9	)	$	6.0	$	26.3	$	(16.9	)	$	9.5
Depreciation and amortization		2.8			0.7		2.8		0.6			6.9
Interest expense, net		1.7			0.1		—		2.5			4.3
Provision for income taxes		—			—		—		3.4			3.4
EBITDA		(1.4	)		6.8		29.1		(10.4	)		24.1
Transaction expenses		—			—		—		0.1			0.1
Restructuring costs		2.3			—		—		—			2.3
Stock-based compensation expense		—			—		—		1.8			1.8
Legal matters		0.1			—		0.7		0.4			1.2
Adjusted EBITDA	$	1.0		$	6.8	$	29.8	$	(8.1	)	$	29.5

	Three Months Ended July 31, 2021
	Fire & Emergency			Commercial		Recreation		Corporate & Other			Total
Net income (loss)	$	10.6		$	8.9	$	20.6	$	(16.4	)	$	23.7
Depreciation and amortization		2.9			0.7		3.5		0.5			7.6
Interest expense, net		1.4			0.1		—		1.9			3.4
Provision for income taxes		—			—		—		2.4			2.4
EBITDA		14.9			9.7		24.1		(11.6	)		37.1
Transaction expenses		—			—		—		0.5			0.5
Legal matters		1.7			—		—		1.1			2.8
Stock-based compensation expense		—			—		—		1.9			1.9
Net (gain) loss on sale of assets and business held for sale		(1.1	)		—		—		0.1			(1.0	)
Losses attributable to assets held for sale		0.3			—		—					0.3
Adjusted EBITDA	$	15.8		$	9.7	$	24.1	$	(8.0	)	$	41.6

REV GROUP, INC. AND SUBSIDIARIES
ADJUSTED EBITDA BY SEGMENT
(In millions; unaudited)

	Nine Months Ended July 31, 2022
	Fire & Emergency			Commercial		Recreation		Corporate & Other			Total
Net (loss) income	$	(32.9	)	$	16.6	$	64.8	$	(42.0	)	$	6.5
Depreciation & amortization		11.2			2.2		10.1		1.7			25.2
Interest expense, net		4.9			0.2		—		6.1			11.2
Provision for income taxes		—			—		—		1.2			1.2
EBITDA		(16.8	)		19.0		74.9		(33.0	)		44.1
Transaction expenses		—			—		—		0.6			0.6
Sponsor expense reimbursement		—			—		—		0.1			0.1
Restructuring costs		8.8			—		—		0.1			8.9
Restructuring related charges		5.1			—		—		—			5.1
Stock-based compensation expense		—			—		—		6.3			6.3
Legal matters		3.4			—		0.7		2.3			6.4
Net loss on sale of assets and business held for sale		0.1			—		—		—			0.1
Adjusted EBITDA	$	0.6		$	19.0	$	75.6	$	(23.6	)	$	71.6

	Nine Months Ended July 31, 2021
	Fire & Emergency			Commercial		Recreation		Corporate & Other			Total
Net income (loss)	$	29.6		$	22.3	$	53.5	$	(61.0	)	$	44.4
Depreciation & amortization		9.0			2.2		10.7		2.3			24.2
Interest expense, net		4.3			0.6		0.1		9.4			14.4
Loss on early extinguishment of debt		—			—		—		1.4			1.4
Provision for income taxes		—			—		—		9.6			9.6
EBITDA		42.9			25.1		64.3		(38.3	)		94.0
Transaction expenses		—			—		—		3.2			3.2
Sponsor expense reimbursement		—			—		—		0.2			0.2
Restructuring costs		0.1			—		—		0.9			1.0
Restructuring related charges		0.3			—		—		—			0.3
Stock-based compensation expense		—			—		—		5.5			5.5
Legal matters		1.7			—		—		1.4			3.1
Net loss on sale of assets and business held for sale		1.6			—		—		0.1			1.7
Loss on acquisition of business		—			—		—		0.4			0.4
Loss attributable to assets held for sale		1.0			—		—		—			1.0
Adjusted EBITDA	$	47.6		$	25.1	$	64.3	$	(26.6	)	$	110.4

REV GROUP, INC. AND SUBSIDIARIES
ADJUSTED NET INCOME
(In millions; unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	2022			2021			2022			2021
Net income	$	9.5		$	23.7		$	6.5		$	44.4
Amortization of intangible assets		1.3			2.3			5.7			7.4
Transaction expenses		0.1			0.5			0.6			3.2
Sponsor expense reimbursement		—			—			0.1			0.2
Restructuring costs		2.3			—			8.9			1.0
Restructuring related charges		—			—			5.1			0.3
Stock-based compensation expense		1.8			1.9			6.3			5.5
Legal matters		1.2			2.8			6.4			3.1
Net (gain) loss on sale of assets and business held for sale		—			(1.0	)		0.1			1.7
Loss on acquisition of business		—			—			—			0.4
Losses attributable to assets held for sale		—			0.3			—			1.0
Accelerated depreciation on certain property, plant, and equipment		—			—			2.3			—
Loss on early extinguishment of debt		—			—			—			1.4
Impact of tax rate change		—			(4.2	)		—			(4.2	)
Income tax effect of adjustments		(1.9	)		(1.8	)		(9.1	)		(6.4	)
Adjusted Net Income	$	14.3		$	24.5		$	32.9		$	59.0

REV GROUP, INC. AND SUBSIDIARIES
ADJUSTED EBITDA OUTLOOK RECONCILIATION
(In millions)

	Fiscal Year 2022
	Low		High
Net income¹	$	14.3	$	25.0
Depreciation and amortization		33.5		31.5
Interest expense, net		17.0		15.0
Provision for income taxes		4.0		8.5
EBITDA		68.8		80.0
Transaction expenses		0.6		0.6
Sponsor expense reimbursement		0.1		0.1
Restructuring costs		9.4		8.9
Restructuring related charges		5.6		5.1
Stock-based compensation expense		9.0		8.8
Legal matters		6.4		6.4
Net loss on sale of assets and business held for sale		0.1		0.1
Adjusted EBITDA	$	100.0	$	110.0

REV GROUP, INC. AND SUBSIDIARIES
ADJUSTED NET INCOME OUTLOOK RECONCILIATION
(In millions)

	Fiscal Year 2022
	Low			High
Net income¹	$	14.3		$	25.0
Amortization of intangible assets		7.1			7.1
Transaction expenses		0.6			0.6
Sponsor expense reimbursement		0.1			0.1
Restructuring costs		9.4			8.9
Restructuring related charges		5.6			5.1
Stock-based compensation expense		9.0			8.8
Legal matters		6.4			6.4
Net loss on sale of assets and business held for sale		0.1			0.1
Accelerated depreciation on certain property, plant, and equipment		2.3			2.3
Income tax effect of adjustments		(10.4	)		(10.0	)
Adjusted Net Income	$	44.5		$	54.4
____________________
¹ Does not include any non-recurring charges that may occur during the period shown other than those presented in this reconciliation. See "Cautionary Statement About Forward-Looking Statements" above

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REV Group, Inc. Reports Third Quarter Results