REV GROUP, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-K) | MarketScreener

2021-12-24 06:53:52 By : Ms. Cancy Chen

The primary factors affecting our results of operations include:

The following table compares results for fiscal years 2021, 2020 and 2019

Selling, general and administrative $ 189.0 -7.8 % $

Impairment charges for fiscal year 2019 were primarily related to assets held for sale and other assets which were liquidated during the year.

Provision (benefit) for income taxes $ 11.3 -172.4 % $

Results for fiscal year 2020 were favorably impacted by tax benefits related to loss carryback allowable under the CARES Act and the nontaxable gain on the acquisition of Spartan ER, for $3.5 million and $2.2 million, respectively.

Consolidated Adjusted EBITDA decreased $34.6 million in fiscal year 2020 due to lower Adjusted EBITDA across all segments.

Refer to the "Adjusted EBITDA and Adjusted Net Income" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K for a reconciliation of Net Income (Loss) to Adjusted EBITDA tables and related footnotes.

Refer to the "Adjusted EBITDA and Adjusted Net Income" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K for a reconciliation of Net Income (Loss) to Adjusted Net Income tables and related footnotes.

F&E segment Adjusted EBITDA decreased $3.3 million in fiscal year 2020. Spartan ER contributed $12.8 million of Adjusted EBITDA during fiscal year 2020. Excluding the impact of Spartan ER, F&E Adjusted EBITDA decreased by $16.1 million, or 37.3%

Recreation segment net sales decreased $58.5 million in fiscal year 2020 primarily due to manufacturing shutdowns and Stay-At-Home orders related to COVID-19 within the second quarter of fiscal year 2020.

Adjusted EBITDA. Recreation segment Adjusted EBITDA increased $47.6 million primarily due to increased production volumes and shipments, strong price realization, and lower discounts and sales allowances, partially offset by inefficiencies related to supply chain disruption and labor constraints.

Backlog represents firm orders received from dealers or directly from end customers. The following table presents a summary of our backlog by segment:

Each of our three segments has a backlog of new vehicle orders that generally extends out from two to twenty-four months in duration.

Net Cash Provided by Operating Activities

Net cash provided by operating activities for fiscal year 2020 was $55.7 million, compared to $52.5 million for fiscal year 2019. The increase in positive cash generation from operating activities for fiscal year 2020 compared to the prior year was related to improved net working capital efficiency, specifically related to receivables and inventory.

Net Cash (Used in) Provided by Investing Activities

Net Cash Used in Financing Activities

The 2021 ABL Facility matures on April 13, 2026. The Company may prepay principal, in whole or in part, at any time without penalty.

The Company was in compliance with all financial covenants under the 2021 ABL Agreement as of October 31, 2021. As of October 31, 2021, the Company's availability under the 2021 ABL Facility was $290.0 million.

The fair value of the 2021 ABL Facility approximated book value on October 31, 2021.

The fair value of the 2017 ABL Facility approximated book value on October 31, 2020.

The fair value of the Term Loan approximated book value on October 31, 2020.

Refer to Note 11, Long-Term Debt, to our 2021 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

Significant contractual commitments at October 31, 2021 are expected to affect our cash flows in future periods as set forth in the table below.

(a) Includes estimated principal payments due under our the 2021 ABL Facility as

(b) Based on interest rates in effect as of October 31, 2021.

(c) Includes obligations under non-cancellable purchase orders for raw materials

and chassis as of October 31, 2021.

(d) Unrecognized tax benefits totaling $3.6 million as of October 31, 2021,

excluding related interests and penalties, are not included in the table

because the timing of their resolution cannot be estimated. See Note 17,

Income Taxes, to our 2021 audited consolidated financial statements appearing

elsewhere in this Annual Report on Form 10-K for disclosures regarding

uncertain income tax positions under ASC Topic 740.

Adjusted EBITDA and Adjusted Net Income

• our cash expenditures, or future requirements for capital expenditures or

• the cash requirements necessary to service interest or principal payments

(a) Reflects costs incurred in connection with business acquisitions,

dispositions and capital market transactions. These expenses consist

primarily of legal, accounting and due diligence expenses.

(b) Reflects the reimbursement of expenses to the Company's primary equity

(c) Restructuring costs for fiscal year 2021 incurred in connection with the

Restructuring costs for fiscal year 2019 were primarily attributable to headcount reductions in the F&E Segment and our corporate office as well as a facility closure in the Recreation Segment and lease termination costs.

(d) Reflects costs that are directly attributable to restructuring activities,

including leadership changes and inventory liquidation associated with the

decentralization of the Company's aftermarket parts business, but do not meet

the definition of restructuring under ASC 420.

(e) Reflects impairment charges associated with the closing of certain facilities

within the F&E segment for fiscal year 2021.

Reflects impairment charges associated with the liquidation of all rental vehicles, sunset of certain ambulance brands and decentralization of the Company's aftermarket parts business.

Refer to Note 8, Restructuring and Impairments, to our 2021 audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

(f) Reflects expenses associated with the vesting of equity awards and award

(g) Reflects legal fees and costs incurred to litigate and settle legal claims

against us which are outside the normal course of business. Costs include

payments: (i) for fees and costs to litigate and settle non-ordinary course

intellectual property disputes, (ii) for fees and costs to litigate the

putative securities class actions and derivative action pending against us

(h) Reflects losses related to the sale of REV Brazil of $2.8 million, and the

loss recognized on the Company's investment in its China JV of $6.2 million,

offset by a $1.1 million gain related to the sale of land within the F&E

segment for fiscal year 2021, and the losses related to the sale of our

shuttle bus businesses for fiscal year 2020. Refer to Note 7, Divestitures,

to our 2021 audited consolidated financial statements appearing elsewhere in

this Annual Report on Form 10-K.

(i) Reflects gain cumulative on acquisition of Spartan ER. Refer to Note 3,

Acquisitions, to our 2021 audited consolidated financial statements appearing

elsewhere in this Annual Report on Form 10-K.

(j) Reflects one-time costs including (i) a recall campaign announced on Spartan

apparatus that were designed pre-acquisition for which the company is seeking

legal indemnification of the losses incurred of $1.3 million; (ii) cumulative

costs related to workers compensation liabilities of $4.2 million; (iii)

other costs that management does not believe to be recurring in nature of

(k) Adjusted EBITDA attributable to businesses that were classified as held for

sale during the respective period.

(l) Reflects the expense associated with the deferred purchase price payments to

sellers of Lance. The Company paid $5.0 million during the second quarter of

fiscal year 2020 to fully settle the deferred liability.

(m) Reflects losses recognized upon extinguishment of our 2017 ABL Facility and

Term Loan. The loss is entirely comprised of unamortized debt issuance costs

that were written off in connection with this extinguishment.

(n) Reflects the impact of net operating loss carrybacks as a result of the CARES

Act. Refer to Note 17, Income Taxes, to our 2021 audited consolidated

financial statements appearing elsewhere in this Annual Report on Form 10-K.

(o) Income tax effect of adjustments using a 26.5% effective income tax rate for

fiscal years 2021, 2020 and 2019, except for certain items with differing tax

Critical Accounting Policies and Estimates

Goodwill and Indefinite-Lived Intangible Assets

Under the market approach, the Company utilizes multiples of revenue and earnings from other publicly traded companies with comparable operations, to determine the fair value of the reporting unit.

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