September Investor Presentation N Y S E : R E V G September 2018 - - PowerPoint PPT Presentation

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September Investor Presentation N Y S E : R E V G September 2018 - - PowerPoint PPT Presentation

REV GROUP, INC. September Investor Presentation N Y S E : R E V G September 2018 Cautionary Statements & Non GAAP Measures Disclaimers Note Regarding Non-GAAP Measures REV Group reports its financial results in accordance with U.S.


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SLIDE 1

September 2018

REV GROUP, INC.

September Investor Presentation

N Y S E : R E V G

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SLIDE 2

Cautionary Statements & Non GAAP Measures

Disclaimers Note Regarding Non-GAAP Measures REV Group reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that the evaluation of REV Group’s 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 as adjusted for certain non-recurring, one-time and other adjustments which REV Group believes are not indicative of its underlying

  • perating performance. Adjusted Net Income represents net income, as adjusted for certain items described below that we believe are not

indicative of our ongoing operating performance. REV Group believes that the use of Adjusted EBITDA and Adjusted Net Income provides additional meaningful methods of evaluating certain aspects of its operating performance from period to period on a basis that may not be

  • therwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. See the Appendix to this presentation (and our
  • ther filings with the SEC) for reconciliations of Adjusted EBITDA and Adjusted Net Income to the most closely comparable financial measures

calculated in accordance with GAAP. Cautionary Statement About Forward-Looking Statements This presentation contains statements that REV Group believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 presentation and include statements regarding REV Group’s intentions, beliefs, goals or current expectations concerning, among other things, its results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate, including REV Group’s

  • utlook for the full-year fiscal 2018. REV Group’s forward-looking statements are subject to risks and uncertainties, including those highlighted

under “Risk Factors” and “Cautionary Note Regarding on Forward-Looking Statements” in REV Group’s public filings with the SEC and the other risk factors described from time to time in subsequent quarterly or annual reports on Forms 10-Q or 10-K, which 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 of this presentation. REV Group 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.

2

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SLIDE 3

A Market Leader with Iconic Brands and One of the Largest Installed Base of Vehicles Serves Attractive, Diverse & Growing End-Markets with Strong Macro Tailwinds & Demand Drivers Multiple Growth & Synergy Levers to Drive Earnings Growth and a Long-Term Goal of 10% EBITDA Margin Opportunity to Leverage Proven Track Record of Successful Acquisitions to Realize Incremental Upside from M&A Unique and Attractive Financial Profile Experienced & Aligned Management Team 1 2 3 4 5 6

Investment Highlights

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SLIDE 4

COMPANY OVERVIEW

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SLIDE 5

REV HAS A DIVERSE PORTFOLIO OF VEHICLES, EACH DISTINCTLY POSITIONED TO TARGET SPECIFIC CUSTOMER REQUIREMENTS & PRICE POINTS

One of the Industry’s Broadest Product Portfolios of Specialty Vehicles

FIRE + EMERGENCY COMMERCIAL RECREATION

P U M P E R / TA N K E R A E R I E L F I R E T R U C K W I T H L A D D E R A I R C R A F T R E S C U L E F I R E F I G H T E R A M B U L A N C E T Y P E I A M B U L A N C E T Y P E I I A M B U L A N C E T Y P E I I I T Y P E A S C H O O L B U S E S T R A N S I T B U S T E R M I N A L T R U C K S S H U T T L E B U S S W E E P E RS M O B I L I T Y VA N C L A S S A D I E S E L C L A S S A G A S O L I N E C L A S S B C L A S S C S U P E R C

5

TRUCK CAMPERS TRAVEL TRAILERS M OTO R C OA C H

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SLIDE 6

¹ Represents FY 2013

2 Represents FY 2016

REV is a Consolidator Disrupting the Specialty Vehicle Industry

6

2006 2008 2010 2012 2014 2016 2015 2017

AIP PORTFOLIO COMPANIES

ASV IS FORMED

TIM SULLIVAN BECOMES ASV CEO ASV RENAMED AND REBRANDED REV GROUP $ 1 . 2 B I L L I O N I N S A L E S 1 $ 1 . 9 B I L L I O N I N S A L E S 2

2018

REV IS POISED TO CAPITALIZE ON MOMENTUM TO CONTINUE REDEFINING THE SPECIALTY VEHICLE INDUSTRY

  • Unique size and scale amongst specialty vehicle manufacturers
  • As a multi-line producer, offers unique cross-selling and cost synergy opportunities
  • Differentiated business model versus competitors
  • 14 acquisitions completed since 2006

Acquisitions Milestones

1 9 6 0 s S E V E R A L B R A N D S F O U N D E D T H E I R S P E C A I LT Y V E H I C L E S E G M E N T S A N D D AT E B A C K M O R E T H A N 5 0 Y E A R S

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SLIDE 7

$2.3B 2017 SALES $163M 2017 ADJ. EBITDA

REV at aGlance – Net Sales

44% 27% 29%

Fire & Emergency Commercial Recreation

FISCAL 2018 YTD Q3 NET SALES BY SEGMENT

7

41% 26% 33%

Fire & Emergency Commercial Recreation

$1.7B YTD Q3 2018 SALES $104M YTD Q3 2018 ADJ. EBITDA

FISCAL 2017 FULL YEAR NET SALES BY SEGMENT

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SLIDE 8

REV Sales at a Glance – Sales Mix

Ambulance 23% Fire Apparatus 21%

Type A School Bus 6% Commercial Bus 8% Transit Bus 7% Specialty 6%

RV 29%

Government, 50% Consumer, 28% Private Contractor, 10% Industrial / Commercial, 12%

Dealer 73% Direct 27%

SALES BY VEHICLE TYPE SALES BY CUSTOMER TYPE SALS BY CHANNEL

Represents full year Fiscal 2017 ended October 31, 2017 1

1

8

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SLIDE 9

9

A Leading Plant and Service Network

Additional International Plants: Sorocaba, Brazil; Wuhu, China (JV)

OVER 5 MILLION SQUARE FEET OF NATIONAL MANUFACTURING, SALES, & SERVICE FACILITIES PROVIDE REV WITH A COMPETITIVE ADVANTAGE

21 Domestic Manufacturing Locations 14 After Market Parts and Service Locations

4 Ambulance Plants 5 Fire Plants 7 REV Technical Centers for Fire & Emergency 6 RV Plants 4 Parts Warehouse 4 Bus Plants 3 REV Technical Centers ("RTC") for RVs 2 Specialty Plants 1 REV Corp. Office

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SLIDE 10

Source: Management estimate Note: Replacement sales opportunity is calculated as the average number of annual units sold multiplied by the average useful life multiplied by the average selling price. ¹ Does not include the replacement value of the fleets from the 2017 and 2018 acquisitions.

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REPLACEMENT VALUE OF REV ’S INSTALLED BASE AVERAGE LIFE CYCLE & SELLING PRICE INCREMENTAL IMPACT OF ACQUISITIONS SINCE IPO WHY CUSTOMERS CHOOSE REV FOR REPLACEMENT

  • Repeat purchase to match

in-service fleets

  • Brand loyalty and reputation

for value, quality, and reliability

  • Long-standing customer

relationships

  • Broad, customizable vehicle

platform

  • Superior product quality and

safety

  • Network of aftermarket

parts and service centers

LU X U R Y B U S E S C L A S S B R V S

PUMPER TRUCKS: 10 -12 YEARS ($160K-$650K) AERIAL FIRETRUCKS: 20 -30 YEARS ($475K-$1.2MM) AMBULANCE: 5-7 YEARS ($65K-$350K) SHUT TLE BUS: 5 -10 YEARS ($40K-$190K) TRANSIT BUS: 12 YEARS ($100K-$500K) SCHOOL BUS: 8-10 YEARS ($35K-$55K) SPECIALTY VEHICLES: 5 -7 YEARS ($25K-$165K) RECREATION VEHICLES: 8 -15 YEARS ($65K-$600K)

FIRE AMBULANCE BUS SPECIALTY RV

~$36 BILLION

R E P L A C E M E N T VA LU E O F R E V ’ S I N - S E RV I C E F L E E T 1

REPLACEMENT DEMAND FOR THE AGING FLEET OF REV ’S PRODUCTS REPRESENTS A REVENUE GROWTH OPPORTUNITY

Large Installed Base Drives Recurring Replacement Sales

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SLIDE 11

Source: FAMA, NTEA AMD, RVIA, Mid-Size Bus Manufacturers Association (“MSBMA”), Management Estimate ¹ Pre-recession average reflects the average from 1989 to 2007. 2 Percentage of FY2017 net sales. 3 Pre-recession average reflects the average from 2001 to 2008.

KEY FACTS & COMMENTARY END-MARKET GROWTH

FIRE + EMERGENCY COMMERCIAL RECREATION

44% of Net Sales2 29% of Net Sales2 27% of Net Sales2

  • Aging population and urbanization drives demand
  • Fire and Ambulance demand rising since 2011
  • Pent-up demand for fire apparatus & ambulances

since 2008 recession

  • Urbanization increasing demand for buses
  • Outsourcing of transportation services
  • Legislated replacement requirements
  • Poised for long-term growth with industry

recovery

  • Increasing participation rates demonstrate long-

term trend toward RV ownership

  • Class A sales below pre-recession average

F I R E A P PA R AT U S U N I T S A L E S A M B U L A N C E U N I T S A L E S

13.1 13.3 12.3 14.7 14.9 2006 2009 2012 2015 2016 Growth expected to continue

S H U T T L E B U S U N I T S A L E S ( 0 0 0 s ) U . S . S C H O O L B U S S A L E S ( 0 0 0 s ) M OTO R I Z E D R V U N I T S A L E S ( 0 0 0 s ) C L A S S A M OTO R I Z E D R V U N I T S A L E S ( 0 0 0 s )

45.2 32.6 28.2 35.5 36.2 39.8 2006 2009 2012 2015 2016 2017 Unit Sales Below 2006 peak 57.2 55.9 13.2 28.2 47.3 54.9 62.6

Pre-Rec. Avg. 2006 2009 2012 2015 2016 2017

Pre-Recession Average1 36.3 32.7 5.9 14.5 21.9 22.4 23.3 Pre-Rec. Avg. 2006 2009 2012 2015 2016 2017

R E V ’ S E N D - M A R K E T S H AV E P O S I T I V E TAILWINDS A C R O S S E A C H S EG M E N T A S U N I T S A L E S C O N T I N U E TO T R E N D TO WA R D P R E - R EC E S S I O N L E V E L S

Growing End-Markets Benefit from Incremental Pent-Up Demand

Pre-Recession Average1

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Pre-Recession Average3 Pre-Recession Average3

1,000 2,000 3,000 4,000 5,000 6,000 '06 '09 '12 '15 '16 '17 1,000 2,000 3,000 4,000 5,000 6,000 7,000 '06 '09 '12 '15 '16 '17

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SLIDE 12

¹ Market share management estimate based on FY2017 results.

REV AFTERMARKET OPPORTUNITY & CAPABILITIES REV MARKET SHARE OF ~$800 MILLION PARTS OPPORTUNITY

CURRENT MARKET SHARE 1 UPSIDE OPPORTUNITY

Expand market share in high margin aftermarket parts and service

  • Dedicated management team to oversee aftermarket

business executing comprehensive aftermarket strategy

  • Invested in building out capabilities including 4 dedicated

parts warehouses and 1 third party warehouse

  • Centralizing aftermarket parts and services business to

broaden market coverage

  • Established a web-based platform to provide customers with

real time data on parts availability

  • Establishing new partnerships to enhance capabilities and

availability of parts in efficient manner

R E V 1 0 %

~$800 MILLION ANNUAL VALUE

OF REV AFTERMARKET PARTS OPPORTUNITY

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A F T E R M A R K E T A N D PA R T S FA C I L I T I E S

~240,000

U N I T I N STA L L E D B A S E

~$27 MILLION

I N V E ST M E N T I N F Y 2 0 1 5 - 2 0 1 6

ONLINE

T EC H N O LO GY P L AT F O R M R E V A N N O U N C E D T H E S TA R T O F A N E W C O L L A B O R AT I V E C O N N E C T I O N W I T H F O R D M O T O R C O M PA N Y D E A L E R S F O R PA R T S I N S E P T E M B E R 2 0 1 7 A N D T H E S TA R T O F A N E W S E R V I C E PA R T N E R S H I P W I T H R Y D E R S Y S T E M I N M AY 2 0 1 7

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REV BELIEVES THE AFTERMARKET PARTS OPPORTUNITY FOR ITS VEHICLES IN SERVICE IS ~$800 MILLION ANNUALLY

Multiple Growth Levers Large Aftermarket Parts Growth Opportunity

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A B C D E F G

2 0 1 6 A D J . E B I T D A 2 0 1 7 A D J . E B I T D A A F T E R M A R K E T G R O W T H M A R K E T S H A R E G R O W T H N E W P R O D U C T A N D I N I T I A T I V E S C O N S E R V A T I V E M A R K E T G R O W T H L O N G - T E R M E B I T D A M A R G I N T A R G E T M & A U P S I D E M A R K E T R E C O V E R Y U P S I D E E B I T D A W I T H U P S I D E O P P O R T U N I T Y $ 1 2 3 $ 1 6 3 ~ 7 % A D J . E B I T D A M A R G I N ~ 1 0 % A D J . E B I T D A M A R G I N

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Note: These targets are forward-looking, are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results may vary and these variations may be material. For discussion of some of the important factors that could cause these variations, please consult the "Risk Factors" section of the Company’s Form 10-K and any subsequent 10-Q(s). Nothing in this presentation should be regarded as a representation by any person that these goals will be achieved and the Company undertakes no duty to update its goals.

~ 6 % A D J . E B I T D A M A R G I N

COST & EFFICIENCY AFTERMARKET GROWTH

  • Continued manufacturing
  • ptimization
  • Cost of quality/warranty reduction
  • Procurement optimization
  • ~$800mm annual sales opportunity
  • ~$36 billion installed base
  • Higher margin opportunity
  • Providing customers parts access and

availability

A B

MARKET SHARE GROWTH

  • Continue broadening dealer coverage
  • Entrance into previously under-

addressed end-markets

  • Leveraging current market positions

for growth

C

N E W P R O D U C T S & I N I TAT I V E S

  • Ambulance remounts
  • Continued product innovation

expands addressable market

  • ~ 13 new products to be launched in

Fiscal 2018

D

Market Growth

  • F&E: Municipal spending & pent up

demand

  • Commercial: Urbanization, aging

population, municipal spending

  • Recreation: Continued growth via

market and through product diversification

E

M&A

  • Highly fragmented market
  • Large number of bolt-on
  • pportunities with significant synergy
  • Potential for transformative M&A
  • ver the long-term

F

A d d i t i o n a l M a r ke t Re c o ve r y

  • Some end-markets are still below

historical averages

  • Additional upside if end-markets

continue to recover to pre-recession levels

G

I N C R E M E N T A L U P S I D E I N C R E M E N T A L U P S I D E

ROADMAP TO DRIVE EBITDA GROWTH OVER THE LONG -TERM WITH ADDITIONAL UPSIDE THROUGH M&A , FUTHER END MARKET RECOVERY, AND ENTRY INTO NEW ADJACENT MARKET SEGMENTS

Multiple Adj. EBITDA Growth Levers

C O S T & E F F I C I E N C Y

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SLIDE 14

FINANCIAL OVERVIEW

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SLIDE 15

Sales Growth and Upside Opportunity REV’s Sales Growth

Revenue

($ millions)

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$- $500 $1,000 $1,500 $2,000 $2,500 $3,000 2014 2015 2016 2017 TTM Q3 2018 2018 Outlook

Upper end Lower end $2,500 $2,400 $1,721 $1,735 $1,926 $2,268 $2,405

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SLIDE 16
  • Adj. EBITDA Growth and Upside Opportunity

1 See appendix of this presentation for a reconciliation of Adj. EBITDA to Net Income. 2 TTM sales is proforma for acquisitions. Note: Refer to the company‘s form S-1 dated January 17, 2017 for reconciliations of GAAP to Non-GAAP metrics for fiscal years 2014-2016. Refer to the company’s form 8-K filed on December 19, 2017 for reconciliations of GAAP to Non-GAAP metrics for fiscal year 2017.

REV’s Earnings Growth

Adjusted EBITDA1

6.4% 3.6% 5.2% 7.2%

Margin (%)

16

6.8%

2014 2015 2016 2017 TTM Q3 2018 2018 Outlook

Upper end Lower end

$170 $160 $62 $90 $123 $163 $163

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SLIDE 17

Balance Sheet Strength & Liquidity

  • Focus to improve conversion of working capital to cash
  • Existing debt reduced with excess cash
  • Earnings growth drives increased liquidity
  • Capacity to pursue opportunistic acquisitions

Net Debt Net Working Capital % Sales Total Net Leverage

$212 $208 $245 $268 $212 $427 2014 2015 2016 Q3 2017 2017 Q3 2018

1 Pro forma for acquisitions Note: Net Debt equals total debt less cash and cash equivalents; Net working capital equals A/R + Inventory – A/P; Total leverage is calculated as Net Debt divided by Adjusted EBITDA and TTM Adjust EBITDA for quarter purposes.

$ in millions

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1 1

16.2% 16.7% 18.8% 24.9% 20.0% 24.4% 2014 2015 2016 Q3 2017 2017 Q3 2018 2014 2015 2016 Q3 2017 2017 Q3 2018 3.4x 2.3x 1.9x 1.6x 1.2x 2.7x

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Seasonality of Sales and Adj. EBITDA1 Trend

Quarterly Sales and Adj. EBITDA Fiscal 2016 - 2018

18

Sales Adj. EBITDA

1 See appendix of this presentation for a reconciliation of Adj. EBITDA to Net Income.

$0 $100 $200 $300 $400 $500 $600 $700 $800 $0 $10 $20 $30 $40 $50 $60 $70

Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18

Quarterly Sales Quarterly Adj. EBITDA

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SLIDE 19

R E C R E AT I O N LO N G - T E R M TA R G E T S A D J U S T E D E B I T DA 1

Source: Company management. Note: Some targets are forward-looking, are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to

  • change. Actual results may vary and these variations may be material. For discussion of some of the important factors that could cause these variations, please consult the "Risk Factors" section of the Company’s Form 10-K and any subsequent 10-Q(s). Nothing in this presentation should be

regarded as a representation by any person that these goals will be achieved and the Company undertakes no duty to update its goals.

VARIABLE COST STRUCTURE FLEXIBLE BALANCE SHEET VISIBLE AND RECURRING REVENUE

  • ~85% of costs of goods sold are variable
  • Focus on achieving ~10% long-term EBITDA margin target
  • Scaled and synergistic platform leveraging procurement,

engineering, distribution, and support functions across businesses

  • Cash and equivalents of $14.7 million with approximately $119

million available under our existing credit facilities as of July 31, 2018

  • Net Leverage 2.7x at the end of Q3 Fiscal 2018 due to seasonal

working capital and share repurchase activity. Leverage expected to approximate 2.0x by the end of Q4 Fiscal 2018.

  • Primarily replacement nature of demand and, in many products,

backlog provides revenue visibility

  • Growth potential in recurring parts sales with highly attractive

margins

C O G S B R E A K D O W N

M A T E R I A L S ( E X . C H A S S I S ) C H A S S I S L A B O R M A N U F A C T U R I N G O V E R H E A D O T H E R C O G S

85% OF COGS ARE VARIABLE

< 2.0x EBITDA

L O N G - T E R M L E V E R A G E TA R G E T

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AT TRACTIVE CHARACTERISTICS INCLUDING VARIABLE COST STRUCTURE AND BALANCE SHEET FLEXIBILITY

Unique and Attractive Financial Profile

$607 $420 $250 $581 $255 $116 $- $250 $500 $750 F&E Commercial RV Q3 FY18 Q3 FY17

Backlog

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SLIDE 20

Third Quarter Fiscal 2018 Summary

  • Third quarter results positively impacted by the following items:
  • Increased School Bus sales activity
  • Strength of Class B, high-end Class C and Towables end markets along with improving profitability
  • Impact of price increases and cost reductions implemented at the end of second quarter
  • Third quarter results negatively impacted by the following items:
  • Chassis availability challenges continued
  • Other materials shortages due to timing of chassis deliveries and extended supplier lead times
  • Delayed timing of Class A RV new product introductions
  • Underperformance of certain product lines, including specialty and parts
  • Adjusted EBITDA margin of 8.0% increased compared to prior year period, due to previously implemented

price increases and cost reduction efforts yielding positive results

  • Net Income increased 20.4% year-over-year to $18.3 million, driven by benefit of tax reform
  • Backlog of $1.3 billion vs. $1.1 billion at the start of the year, and $952 million in the prior year period
  • Revised fiscal year 2018 guidance range to reflect year-to-date performance, as well as expectations for

continued chassis and material availability challenges in the fourth quarter

  • Repurchased approximately $41 million of REVG stock during the third quarter; board subsequently increased

the share repurchase authorization $50 million, bringing total available authorization to approximately $55 million

20

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SLIDE 21

$ 595.6 $ 597.7 $ 0.0 $ 100.0 $ 200.0 $ 300.0 $ 400.0 $ 500.0 $ 600.0 $ 700.0 3Q FY2017 3Q FY2018 Net Sales ($mm) $45.5 $47.6 7.6 % 8.0 % 0.0 % 2.0 % 4.0 % 6.0 % 8.0 % 10.0 % 12.0 % 14.0 % $ 0 $ 10 $ 20 $ 30 $ 40 $ 50 3Q FY2017 3Q FY2018

  • Adj. EBITDA ($mm)

Margin

21

Net Sales Adjusted EBITDA 1

THIRD QUARTER RESULTS REFLECT PERSISTENCE OF NEAR TERM SUPPLY -CHAIN ISSUES AND DOWNSTREAM IMPACTS

  • Net Sales growth of 0.4% includes

benefit from Lance acquisition but was negatively impacted by delayed shipments as a result of chassis availability and other material shortages, as well as lower Class A RV unit volumes

  • Adjusted Net Income1 of $24.7

million, an increase of 12.8%, includes the benefits of recent tax reform and lower restructuring costs compared to the prior year period

  • Adjusted EBITDA1 of $47.6 million

was $2.1 million better compared to prior year period

  • Adjusted EBITDA margin of 8.0%

increased compared to prior year period, as cost reductions and pricing actions helped preserve margins in the quarter

¹ For a reconciliation of net income (loss) to Adjusted Net Income and Adjusted EBITDA, see the Appendix to this presentation.

Consolidated 3Q FY2018 Results

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SLIDE 22

¹ For a reconciliation of net income (loss) to Adjusted Net Income and Adjusted EBITDA, see the Appendix to this presentation.

$ 1,584 $ 1,721 $ 0 $ 600 $ 1,200 $ 1,800 9 months FY2017 9 months FY2018 Net Sales ($mm)

Consolidated YTD FY2018 Results

$104.1 $104.3 6.6 % 6.1 % 0.0 % 2.0 % 4.0 % 6.0 % 8.0 % 10.0 % 12.0 % 14.0 % $ 0.00 $ 40.00 $ 80.00 9 months FY2017 9 months FY2018

  • Adj. EBITDA ($mm)

Margin

22

Net Sales Adjusted EBITDA

1

  • Net sales increased by 8.7% or

$137.5 million, as a result of increased net sales across all three operating segments and the benefit of acquisitions

  • Adjusted Net Income1 was $51.0

million, an increase of $4.3 million or 9.2% over the first nine months of fiscal year 2017

  • Adjusted EBITDA1 of $104.3

million increased by $0.2 million

  • r 0.2%, from $104.1 in the first

nine months of fiscal year 2017

  • Total backlog as of July 31, 2018
  • f $1.3 billion increased 34.1%

compared to the third quarter 2017

RESULTS REFLECT POSITIVE END -MARKET DEMAND WITH MARGINS IMPACTED BY SUPPLY CHAIN INEFFICIENCIES

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SLIDE 23

Third Quarter Adjusted EBITDA Bridge

23

100%

  • 8%
  • 8%

+3% 88%

  • Chassis supply issues - impact of lower sales of ambulance, shuttle bus and Class B RV units due to chassis availability
  • Material shortages - impact of lengthening material lead times & impact of material shortages
  • Other improvements – increased volumes and profitability of RV businesses and lower corporate expenses

Total of approximately 570 vehicle shipments deferred out of the third quarter due to chassis and other material shortages

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SLIDE 24

Full Year Updated EBITDA Estimated Guidance Bridge (mid-point of guidance ranges)

24 $ in millions

  • Chassis availability - impact of lower sales of ambulance, shuttle bus and Class B RV units due to chassis availability
  • Material shortages - impact of lengthening material lead times & material shortages
  • Parts volume – lower sales volume for REV Parts
  • Other improvements – higher volumes and profitability of RV businesses and lower corporate expenses

Chassis and material shortages represent approximately $120 million in deferred revenue for the F&E and Commercial segments

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SLIDE 25

25

$0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 CAPEX *M&A Dividend Share Repurchase

Capital Allocation Summary

$16.0M $9.2M $75.7M $19.5M $52.7M

$ in millions

*M&A total includes JV activity

  • Capital expenditures between $35 - $40 million for FY 2018 with $31.9 million spent through the first nine months of fiscal 2018 on

new products, machinery, facilities, parts business infrastructure and software

  • Two acquisitions completed in LTM (last twelve months), along with two joint ventures
  • Consistent dividend payer since IPO with additional return of capital via share repurchase which continued aggressively in the third

quarter of fiscal 2018

  • Continue to manage investment of capital to maximize growth and shareholder return
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SLIDE 26

Top-line growth of ~10% Long-term target continues to be >10% EBITDA margins

Full Year Fiscal 2018 Guidance Update

26

Current Guidance Prior Year (Actual)

Net Sales: $2.4 billion to $2.5 billion Net Sales: $2.3 billion Net Income: $57.9 million to $69.0 million Net Income: $31.4 million Adjusted EBITDA: $160 million to $170 million Adjusted EBITDA: $162.5 million Adjusted Net Income: $80.7 million to $88.8 million Adjusted Net Income: $75.9 million

1 REV Group’s forward-looking statements are subject to risks and uncertainties, including those highlighted under “Risk Factors” and “Cautionary Note Regarding on Forward-Looking Statements” in REV Group’s public filings with the SEC and the other risk factors described from time to time in subsequent quarterly or annual reports on Forms 10-Q or 10-K, which 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.

1

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SLIDE 27

Third Quarter Conclusion

  • Chassis and material shortages impact Q3 shipments by approximately 570 vehicles through the

end of the third quarter – we expect these issues will be resolved in fiscal 2019

  • Lead times on chassis and other materials doubled from historical timeframes since mid-June

and we expect will not return to normalcy until next calendar year

  • Discrete issues with certain product lines are being addressed
  • We were able to largely mitigate cost increases with pricing and cost reduction actions in the

quarter and we expect this will continue to improve in the fourth quarter and into next year

  • We believe next year is setting up well with visibility in sales volumes for a few key businesses

that negatively impacted our current year results such as transit buses and school buses

  • Cost reduction initiatives implemented in Q2 are benefiting the second half of fiscal 2018 and

will increase in benefit for fiscal 2019 due to the full year impact

  • We believe pricing actions put in place over Q3 will build momentum for profitability to offset

cost increases in fiscal 2019, in addition to the expected full year run rate from cost reduction initiatives

27

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SLIDE 28

APPENDIX

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SLIDE 29

29

Reconciliation of 3Q Net Income (Loss) to Adj. EBITDA by Segment

Fire & Emergency Commercial Recreation Corporate & Other Total Net Income (loss) 21.0 $ 9.3 $ 13.8 $ (25.8) $ 18.3 $ Depreciation & amortization 3.3 1.9 3.6 2.9 11.7 Interest expense, net 0.9 0.6 — 5.3 6.8 Provision for income taxes — — — 3.8 3.8 EBITDA 25.2 11.8 17.4 (13.8) 40.6 Sponsor expenses — — — 0.2 0.2 Restructuring costs 0.1 — — 0.8 0.9 Stock-based compensation expense — — — 1.4 1.4 Non-cash purchase accounting — — 0.5 — 0.5 Legal matters — — — 1.1 1.1 Initial public company costs — — — 1.0 1.0 Deferred purchase price payment — — — 1.9 1.9 Adjusted EBITDA 25.3 $ 11.8 $ 17.9 $ (7.4) $ 47.6 $ Fire & Emergency Commercial Recreation Corporate & Other Total Net Income (loss) 21.9 $ 8.9 $ 7.5 $ (23.1) $ 15.2 $ Depreciation & amortization 4.5 2.4 3.5 1.2 11.6 Interest expense, net 1.0 0.5 — 3.0 4.5 Provision for income taxes — — — 9.1 9.1 EBITDA 27.4 11.8 11.0 (9.8) 40.4 Transaction expenses — — — 0.5 0.5 Sponsor expenses — — — 0.1 0.1 Restructuring costs 0.4 1.1 — 0.8 2.3 Stock-based compensation expense — — — 0.3 0.3 Non-cash purchase accounting 1.2 — 0.7 — 1.9 Adjusted EBITDA 29.0 $ 12.9 $ 11.7 $ (8.1) $ 45.5 $ Three Months Ended July 31, 2018 Three Months Ended July 29, 2017

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SLIDE 30

30

Reconciliation of YTD Net Income (Loss) to Adj. EBITDA by Segment

Fire & Emergency Commercial Recreation Corporate & Other Total Net Income (loss) 49.0 $ 15.5 $ 26.0 $ (55.4) $ 35.1 $ Depreciation & amortization 11.9 7.4 9.5 5.1 33.9 Interest expense, net 2.9 2.0 0.3 13.1 18.3 Benefit for income taxes — — — (7.2) (7.2) EBITDA 63.8 24.9 35.8 (44.4) 80.1 Restructuring costs 0.4 0.2 2.4 3.9 6.9 Transaction expenses 0.2 — — 1.9 2.1 Stock-based compensation expense — — — 5.1 5.1 Non-cash purchase accounting expense 0.4 0.3 0.5 — 1.2 Sponsor expenses — — — 0.5 0.5 Legal matters 0.7 0.3 — 1.8 2.8 Initial public company costs — — — 1.5 1.5 Deferred purchase price payment — — — 4.1 4.1 Adjusted EBITDA 65.5 $ 25.7 $ 38.7 $ (25.6) $ 104.3 $ Fire & Emergency Commercial Recreation Corporate & Other Total Net Income (loss) 54.5 $ 25.5 $ 11.5 $ (82.8) $ 8.7 $ Depreciation & amortization 10.2 6.0 8.3 2.3 26.8 Interest expense, net 3.2 1.8 — 10.4 15.4 Provision for income taxes — — — 5.4 5.4 Loss on early extinguishment of debt — — — 11.9 11.9 EBITDA 67.9 33.3 19.8 (52.8) 68.2 Transaction expenses 0.7 — — 2.0 2.7 Sponsor expenses — — — 0.4 0.4 Restructuring costs 0.4 2.3 — 0.8 3.5 Stock-based compensation expense — — — 26.1 26.1 Non-cash purchase accounting 1.2 — 2.0 — 3.2 Adjusted EBITDA 70.2 $ 35.6 $ 21.8 $ (23.5) $ 104.1 $ Nine Months Ended July 31, 2018 Nine Months Ended July 29, 2017

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SLIDE 31

31

Reconciliation of YTD FY18 Net Income to Adj. Net Income

July 31, 2018 July 29, 2017 July 31, 2018 July 29, 2017 Net income 18.3 $ 15.2 $ 35.1 $ 8.7 $ Amortization of Intangible Assets 4.6 5.1 13.7 10.4 Restructuring Costs 0.9 2.3 6.9 3.5 Transaction Expenses

  • 0.5

2.1 2.7 Stock-based Compensation Expense 1.4 0.3 5.1 26.1 Non-cash Purchase Accounting Expense 0.5 1.9 1.2 3.2 Loss on Early Extinguishment of Debt

  • 11.9

Sponsor Expenses 0.2 0.1 0.5 0.4 Legal Matters 1.1

  • 2.8
  • Initial Public Company Costs

1.0

  • 1.5
  • Deferred Purchase Price Payment

1.9

  • 4.1
  • Impact of Tax Rate Change

(2.1)

  • (12.5)
  • Income Tax Effect of Adjustments

(3.1) (3.5) (9.5) (20.2) Adjusted net income 24.7 $ 21.9 $ 51.0 $ 46.7 $ Three Months Ended Nine Months Ended REV GROUP, INC. ADJUSTED NET INCOME (Unaudited; dollars in millions)

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SLIDE 32

32

Adjusted EBITDA Outlook Reconciliation

Fiscal Year 2018 Low High Net Income 57.9 $ 69.0 $ Depreciation and Amortization 46.0 45.0 Interest Expense, net 24.0 23.0 Income Tax Expense 3.0 6.0 EBITDA 130.9 143.0 Restructuring Costs 7.0 7.0 Transaction Expenses 2.1 2.1 Stock-based Compensation Expense 6.0 5.0 Non-cash Purchase Accounting Expense 1.2 1.2 Legal Matters 4.5 3.5 Initial Public Company Costs 1.7 1.7 Sponsor Expenses 0.6 0.5 Deferred Purchase Price Payout 6.0 6.0 Adjusted EBITDA 160.0 $ 170.0 $ REV GROUP, INC. ADJUSTED EBITDA OUTLOOK RECONCILIATION (Dollars in millions)

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SLIDE 33

33

Adjusted Net Income Outlook Reconciliation

Fiscal Year 2018 Low High Net Income 57.9 $ 69.0 $ Amortization of Intangible Assets 17.5 15.5 Restructuring Costs 7.0 7.0 Transaction Expenses 2.1 2.1 Stock-based Compensation Expense 6.0 5.0 Non-cash Purchase Accounting Expense 1.2 1.2 Legal Matters 4.5 3.5 Initial Public Company Costs 1.7 1.7 Sponsor Expenses 0.6 0.5 Deferred Purchase Price Payout 6.0 6.0 One-time Benefit of U.S. Tax Reform (12.0) (12.0) Income Tax Effect of Adjustments (11.8) (10.7) Adjusted Net Income 80.7 $ 88.8 $ REV GROUP, INC. ADJUSTED NET INCOME OUTLOOK RECONCILIATION (Dollars in millions)

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SLIDE 34

¹ For a reconciliation of net income (loss) to Adjusted Net Income and Adjusted EBITDA, see the Appendix to this presentation.

$262.1 $ 238.9 $ 0.0 $ 100.0 $ 200.0 $ 300.0 3Q FY2017 3Q FY2018 Net Sales ($mm)

Fire & Emergency 3Q FY2018 Results

$29.0 $25.3 11.1% 10.6 % 0.0 % 2.0 % 4.0 % 6.0 % 8.0 % 10.0 % 12.0 % 14.0 % 16.0 % 18.0 % $ 0.0 $ 10.0 $ 20.0 $ 30.0 3Q FY2017 3Q FY2018

  • Adj. EBITDA ($mm)

Margin 34

Net Sales Adjusted EBITDA

1

  • Net Sales declined 8.9% due to

continued chassis supply disruptions resulting in lower shipments of ambulances, as well as the timing of certain fire truck deliveries

  • Adjusted EBITDA1 decreased by

12.8% due to lower ambulance volumes, partially offset by favorable SG&A expenses

  • F&E backlog at the end of the

third quarter was up 2.7% to $606.5 million, as compared to the end of fiscal year 2017

MARKET LEADERSHIP AND BACKLOG EXPECTED TO DRIVE YEAR -OVER-YEAR GROWTH IN 4Q AND THE INTO NEXT YEAR

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SLIDE 35

¹ For a reconciliation of net income (loss) to Adjusted Net Income and Adjusted EBITDA, see the Appendix to this presentation.

$154.4 $157.6 $ 0 $ 100 $ 200 3Q FY2017 3Q FY2018 Net Sales ($mm) PROFITABILITY IMPROVED SEQUENTIALLY; DOUBLE -DIGIT GROWTH IN BACKLOG POSITIONS THE SEGMENT WELL FOR Q4 AND A STRONGER FISCAL 2019

Commercial 3Q FY2018 Results

$12.9 $11.8 8.4% 7.5% 0.0 % 2.0 % 4.0 % 6.0 % 8.0 % 10.0 % 12.0 % 14.0 % 16.0 % 18.0 % $ 0.0 $ 10.0 $ 20.0 3Q FY2017 3Q FY2018

  • Adj. EBITDA ($mm)

Margin 35

Net Sales Adjusted EBITDA

1

  • Net Sales increased 2.1% over

prior year period driven by an increase in shuttle bus, school bus, mobility van, and terminal truck units

  • Commercial Adjusted EBITDA1

declined 8.5% year-over-year due to projected lower volume

  • f certain higher margin

products

  • Commercial backlog of $420.0

million at the end of the third quarter increased 14.6% compared to the end of fiscal year 2017

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SLIDE 36

¹ For a reconciliation of net income (loss) to Adjusted Net Income and Adjusted EBITDA, see the Appendix to this presentation.

$177.9 $197.3 $ 0 $ 100 $ 200 3Q FY2017 3Q FY2018

Net Sales ($mm)

STRONG ADJUSTED EBITDA GROWTH DRIVEN BY ACQUISITION AND CONTINUED IMPROVEMENT IN PROFITABILITY OF OUR OTHER RV BUSINESSES

Recreation 3Q FY2018 Results

$11.7 $17.9 6.6% 9.1% 0.0 % 2.0 % 4.0 % 6.0 % 8.0 % 10.0 % 12.0 % 14.0 % 16.0 % 18.0 % $ 0 $ 10 $ 20 3Q FY2017 3Q FY2018

  • Adj. EBITDA ($mm)

Margin 36

Net Sales Adjusted EBITDA

1

  • Net Sales grew 10.9% to $197.3

million, with strong performance from the recently acquired Lance Towables RV business, and increased net sales across most of the brand line-up

  • Class A unit volume decreased

compared to prior year due to a strategic reduction in the number

  • f different models produced and

the delayed timing of new model introductions

  • Adjusted EBITDA1 grew 53.0%,

driven by the Lance acquisition and increased profitability of certain RV businesses

  • Excluding acquisitions, Adjusted

EBITDA grew 7.3% year-over-year

  • Segment backlog was up 72.3% to

$249.5 million, as compared to the end of fiscal year 2017

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SLIDE 37

REV GROUP, INC