REV Group reports solid financial growth and strategic merger with Terex, positioning for future value creation and operational efficiencies.
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Summary
- REV Group announced a strategic merger with Terex Corporation, expected to close in the first half of 2026, aimed at creating growth through combined scale and operational efficiencies.
- Financial performance for fiscal year 2025 showed a 3.5% increase in consolidated net sales to $2.46 billion, with an adjusted EBITDA increase of 41% year over year.
- Operational improvements included enhanced throughput and production efficiencies within the specialty vehicle segment, leading to better delivery times and strong cash conversion.
- The company returned approximately $121 million to shareholders through share repurchases and dividends, highlighting a balanced approach to capital allocation.
- Management emphasized the successful execution of supply chain strategies amidst a dynamic tariff environment, contributing to improved profitability and margins.
Quarter financial performance. I will then turn it over to Amy to discuss our detailed segment financials. Before discussing our results, I would like to begin on slide 3 by providing an update on the strategic merger with Terex Corporation that was announced on October 30. The preliminary S4 for the merger was filed with the SEC earlier this week and the deal remains on track to close in the first half of calendar 2026. We are excited to be joining forces with TEREX and to be embarking on the next chapter of our organizational transformation, creating an even stronger company with new opportunities to leverage our combined scale and operating systems to drive additional growth through product innovation and even greater efficiency. Before finalizing the agreement, we took a hands on approach to diligence. Simon Meester, Terex's CEO and I, along with our respective operations leadership, spent meaningful time together visiting each other's facilities as we wanted to see operations firsthand and understand the day to day execution that drives each organization's success. Those visits confirmed the strength of both businesses and importantly revealed complementary capabilities and cultures that create real opportunities for value creation and product development over the long term. Across the networks, we identified clear areas where each company brings strengths that can be shared to enhance the combined enterprise. These include advancements in product and process simplification, greater use of automation capabilities to improve efficiency and consistency, and the potential to leverage the success of our centralized supply chain management team. Together, these opportunities will position the combined company to to operate with greater speed, consistency and scale while maintaining the operational excellence and customer focus that define both organizations. As we move into the integration planning phase, we're applying that same level of diligence and collaboration to how we will structure the combined company. Our teams are actively creating detailed plans to capture operational synergies, align processes and optimize organizational design. We're taking a best athlete approach across corporate functions by conducting ongoing interviews and evaluations to ensure we place the strongest talent from both organizations in right roles. This thoughtful, deliberate process will help us build a unified team that's equipped to execute on a shared vision and deliver long term value for our customers and shareholders with minimal execution risk. Furthermore, because the segment management teams that have been responsible for driving the operational change and delivering the financial performance we are highlighting today will remain intact, they can continue to focus on building on the momentum demonstrated by our 2025 results. With a transaction that is essentially lift and shift creating a new segment within Terex, we will be able to preserve REV Group's core strengths while integrating our systems, processes and governance in a controlled and deliberate way by combining careful planning with the operational diligence already completed, we can accelerate value creation from day one while maintaining stability for employees, customers and other stakeholders. We view the merger of REV Group and Terex as a unique opportunity that will create meaningful value for our shareholders in the years ahead. Moving on to operational highlights throughout the year, we continue to make meaningful progress on increased throughput and shipments across our specialty vehicle operations. Our teams have continued to refine workflow sequencing, eliminating bottlenecks and implementing lean practices that improved line efficiency and scheduling discipline. Though there is still work ahead, these operational improvements combined with better labor planning and stronger supplier coordination have allowed us to build buff of key sub assemblies within the specialty vehicle segment that are needed to reduce production line gaps, lower cycle times and deliver units at a faster, more consistent pace within recreational vehicles. Disciplined cost management has limited the impacts of increased retail assistance and tariffs during a period of relatively flat retail sales and cautious dealer activity over the course of the year. We also saw tangible benefits from cross functional initiatives focused on parts availability and quality. By improving visibility across our supply chain and aligning component deliveries more closely with production schedules, we reduced consolidated operating inventory by 58 million and increased daily output rates in the specialty vehicle segment. The gains in execution efficiency are translating directly into stronger performance on the floor, improved delivery times for our customers and strong cash conversion. On the profitability side, higher production levels and rigorous cost controls have driven a clear step change in our consolidated financial performance. We delivered expanded adjusted EBITDA margins supported by higher throughput, greater operating leverage and focused financial discipline. Importantly, our supply chain teams have demonstrated outstanding execution in the face of a dynamic tariff environment, successfully mitigating cost pressures through proactive sourcing strategies and supplier diversification. The combination of these efforts resulted in fiscal fourth quarter consolidated adjusted EBITDA margin surpassing the low end of the fiscal 2027 target range communicated during last December's 2024 Investor Day. With our operations having stabilized from post pandemic disruptions and performing at a higher level, we're in a strong position to rein invest organically in the business. During the second quarter call, we announced that we are expanding our investments in our facilities to build on the momentum we've created and to further strengthen our production capabilities. These investments are focused on areas we can unlock the greatest value by enhancing efficiency, expanding capacity, and advancing the technologies and processes that will drive further sustained growth. Ultimately, these investments are about reaching industry leading performance in terms of both quality and lead time. By modernizing our facilities and deepening our operational capabilities, we're positioning the company to serve customers faster, more reliably, and with the highest product quality in the market. Our ability to make these investments is a direct result of the strong execution by our teams across the organization. Their focus on operational excellence has delivered meaningful earnings growth and improvements in working capital management with tighter inventory control, faster receivables collection and thoughtful supplier collaboration all contributing to our strong cash conversion and free cash flow delivered in fiscal 2025.
Our high level of cash generation reflects not only the quality of our earnings but also the rigor and accountability our teams have brought to managing every aspect of the balance sheet. I want to thank our employees for their hard work and commitment. Their efforts have been fundamental to our ability to continue delivering value to our stakeholders. In addition to reinvesting for growth, we remain firmly committed to returning cash to our shareholders. During the year, we returned approximately 121 million through a combination of share repurchases and regular cash dividends. This balanced approach of investing in the business while also returning excess capital shareholders is driving both near term value and building an even stronger foundation for sustainable growth over time. Turning to Slide 4 Full year 2025 consolidated net sales of 2.46 billion increased 83 million or 3.5% versus the prior year. Fiscal 2024 net sales include 164 million related to the bus manufacturing businesses that were exited within fiscal 2024. Adjusting for the exit, net sales increased 247 million or 11.1% year over year. Higher net sales were primarily driven by production ramps and efficiencies that increased shipments and price realization within the specialty vehicle segment. Throughout the fiscal year, recreational vehicle segment sales were roughly flat compared to the prior year, reflecting solid performance in a challenging end market. Full year Consolidated adjusted EBITDA of 229.5 million increased 66.7 million or 41% year over year, adjusting for 17.6 million of fiscal 2024 earnings related to the exited bus manufacturing businesses. Adjusted EBITDA increased by 84.3 million or 58.1%, and consolidated margin improved by 280 basis points. Programs aimed at improving operating efficiencies, focused supply chain management within a dynamic tariff environment, and price realization contributed to the consolidated margin increase versus the prior year. Please turn to page 5 of the slide deck as I move to review of our fourth quarter consolidated financial results. Fourth quarter sales were 664.4 million. As a reminder, the prior year's quarter included 9.8 million in net sales attributed to the bus manufacturing businesses, excluding the impact from the exit of bus manufacturing net sales increased 76.3 million or 13% compared to the prior year quarter. Consolidated adjusted EBITDA of 69.7 million increased 20.1 million. Excluding the impact of bus manufacturing which was being wound down in the prior year quarter adjusted EBITDA increased 19.8 million or 39.7%. As I mentioned earlier, fourth quarter consolidated adjusted EBITDA margin of 10.5% exceeds the low end of the 10 to 12% target range provided for fiscal year 2027. At last year's Investor Day, we are pleased to achieve this level of performance and feel it demonstrates our current strength and supports continued advancement toward our goals. With that, please turn to slide six and I'll turn the call over to Amy for detailed segment financials.
Thank you. Mark Fourth quarter Specialty Vehicle segment sales were $507.4 million, an increase of $67.5 million compared to the prior year. As Mark mentioned, the prior year's quarter included $9.8 million of net sales attributed to bus manufacturing. Excluding the impact of the exit, net sales increased $77.3 million or 18% compared to the prior year quarter. This increase in net sales was primarily due to increased unit shipments, a favorable mix of higher content fire apparatus and price realization. We are pleased that the teams delivered a fourth quarter unit volume increase that continued to build on the year to date momentum we had achieved with a full year unit growth in the mid single digit range beating our original guidance of low single digit volume growth.
Segment adjusted EBITDA of $70.5 million increased $20.3 million. The prior year's quarter included a small loss attributed to the wind down of bus manufacturing operations. Excluding the impact, adjusted EBITDA increased $20 million or 39.6% compared to the prior year quarter. The increase in earnings was primarily due to increased sales of fire apparatus and ambulances, a favorable mix of fire apparatus price realization and operational efficiencies partially offset by inflationary pressures. Segment profitability increased sequentially throughout the year, achieving an adjusted EBITDA margin of 13.9% in the fourth quarter. Excluding the impact of the bus manufacturing businesses, this represents a 220 basis point improvement versus the prior year quarter. Impressive financial performance throughout the year delivered a full year adjusted EBITDA margin of 12.5%, a 370 basis point increase on last year's pro forma of 8.8%. Excluding the bus manufacturing businesses. Specialty vehicle Segment backlog of $4.4 billion increased 5.3% versus the prior year with higher throughput and shipments year over year. The increase in the backlog reflects continued strong demand for fire and emergency vehicles and a full year book to bill ratio greater than one times, which is in line with our expectations entering the fiscal year. At the same time, while demand for fire and emergency vehicles remains strong, the benefits we have seen from increased throughput reduced the duration of the backlog to approximately two years. Turning to Slide 7 recreational vehicle segment sales of $157 million was approximately flat versus last year's fourth quarter. Slightly lower sales were primarily the result of fewer shipments of Class A units, increased retail assistance in the Class B category and the sale of the Lance camper business earlier in the year. These were largely offset by a favorable mix of diesel units in the Class A and Class C categories. Adjusted EBITDA of $9 million was an increase of 900,000 versus the prior year. The increase was primarily the result of actions taken to better align fixed and variable costs with end market demand and a favorable category mix, partially offset by increased retail assistance in the Class B category and inflationary pressures including the impact of tariffs. Segment backlog was $233 million at year end, a 20% decline versus the prior year. The decrease reflects a challenging retail environment and continued dealer caution in restocking showroom inventories. We are encouraged, however, by the strong performance of our brands at two major industry events during the quarter, the 56th Annual RV show in Hershey, Pennsylvania and the Dealer Open House in Elkhart, Indiana. With a fourth quarter book to bill ratio of just over 1x, we believe this segment is well positioned heading into the Tampa RV show in January, which traditionally sets the tone for the upcoming retail season. Turning to Slide 8 trade working capital on October 31, 2025 was $161.3 million, a decrease of $86.9 million compared to $248.2 million at the end of fiscal 2024. The decrease was primarily related to disciplined inventory management that reduced inventory $58 million excluding the divestiture of Lance as well as an increase in customer advances. Full year cash flow from operating activities was $241.1 million and free cash flow was a record at $190 million. We spent $23.2 million on capital expenditures.