Greetings, and welcome to the REV Group Strategic update call. At this time, all participants are in listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Drew Konop, Vice President of Investor Relations. Thank you. You may begin. Good morning, and thank you for joining us on today's call to discuss the strategic actions, reorganization, and special dividend announcements made earlier today. A copy of the press release is available on the investor website at investors.revgroup.com. Today's call is being webcast, and a slide presentation, which provides more details on the strategic actions, is available on our website. Please refer now to slide two of that presentation. Our remarks and answers will include forward-looking statements, which are subject to risks that could cause actual results to differ from those expressed or implied by such forward-looking statements. These risks include, among others, matters that we've described in the presentation posted to the investor website earlier today and filings that we have made with the SEC. We disclaim any obligation to update these forward-looking statements, which may not be updated until our next quarterly earnings conference call, if at all. All references on today's call to a quarter or a year are our fiscal quarter or our fiscal year, unless otherwise stated. Joining me on the call today is our President and CEO, Mark Skonieczny. Please turn to slide three, and I'll turn the call over to Mark. Thank you, Drew, and good morning to everyone joining us on today's call. This morning, we are announcing a series of strategic actions to optimize our portfolio of products, create a more focused operating structure, and to unlock shareholder value. As announced earlier today, REV Group will be exiting school and transit bus manufacturing through the sale of Collins Bus and the winding down of operations at our ElDorado National, California, or ENC transit bus business. The sale of Collins Bus to Forest River closed on Friday, January 26th, with an all-cash deal price of $303 million, subject to customary adjustments. Collins has been a recognized leader in the Type A school bus category, and today's transaction announcement reflects the success of the Collins business. We have a long history with Collins, dating back to the initial acquisition that started REV Group in 2006. Over the years, we have reviewed the potential to expand Collins into a full portfolio of school bus types to compete against larger businesses with a broader product offering. These companies are able to leverage synergies and research and development to advance the transition to battery electric vehicles across product types and enjoy scale within purchasing that provides greater access to OEM supply chassis allocations, which have been inconsistent over our history with Collins, creating operational and financial variability within the commercial segment. While we explored entry into the larger Type C and Type D product categories through acquisition or by leveraging the expertise and channel relationships of other REV portfolio companies, we have not found a path to expand the Collins portfolio with investments that achieve our ROIC objectives. With this sale, we believe Collins Bus has found a strategic home and will be well-positioned for growth as part of an organization that has a larger portfolio of bus-related products. I would like to personally thank the past and present Collins team members for their contributions to the company over the years and wish them continued success under Forest River's ownership. Within the transit bus industry, delays in the supply of critical components and the build-out of infrastructure to support EV adoption has contributed to a competitive bidding environment for diesel and CNG buses. Added competition from peers with greater manufacturing scale for contracts that ENC historically served has resulted in losses over the past seven quarters. ENC's transition to battery electric buses was challenged by the financial health of key suppliers that created uncertainty of component availability. Qualification and integration of dual source for new suppliers was expected to take up to one year before production and regulatory testing began, further delaying new orders, deliveries, and profitability. This resulted in the decision to wind down the operations of ENC, which is expected to be completed before the end of fiscal 2024. The decision was not made lightly. However, based on the options available to us, we believe this is the best path forward for our business. I would like to thank our ENC employees, dealers, and customers for their commitment to ENC over the years. We expect to generate net cash proceeds of at least $250 million from these actions, with the immediate proceeds used to return cash to shareholders through a $3 special cash dividend, payable on February sixteenth, to shareholders of record on February 9th, and the remainder of cash used to pay down debt. As I will detail shortly, beginning with our fiscal first quarter 2024 earnings release, we will combine the remaining Commercial segment businesses with Fire and Emergency businesses in a new segment named Specialty Vehicles. Our Recreation segment structure will remain the same, but will be renamed Recreational Vehicles. Turning to slide four, we believe the strategic actions we have announced today create a more focused portfolio that provides opportunities for growth, consistent cash generation, and improved margin performance while maintaining a strong balance sheet. The reduced complexity of the new operating structure creates alignment in commercial and operational strategies with focused markets in which REV Group is a leader and has clear rights to compete and win. Net proceeds and multiples on both a trailing and forward adjusted EBITDA bases are attractive for shareholders and adds to an already strong balance sheet with optionality to pursue additional actions focused on delivering shareholder value. Turning to slide five. We recast net sales and adjusted EBITDA to reflect the removal of both the Collins and ENC fiscal 2023 performance. The combined impact is a decrease of $285 million in net sales and $15.9 million in adjusted EBITDA. Using the expected $250 million in net proceeds from the exit of bus business operations, the multiple on a trailing adjusted EBITDA basis is 16x. The removed bus business revenue converts at a decremental margin of 5.6%, which is lower than REV's reported consolidated adjusted EBITDA margin of 5.9%, resulting in a recast adjusted EBITDA margin that is slightly higher at 6%. For modeling consideration, on the right of this slide, we recast fiscal 2023 segment results to exclude Collins and ENC net sales and adjusted EBITDA performance. Note that we exclude REV corporate segment revenue and adjusted EBITDA for the purpose of this comparison. We also show what the results would have been under the new segmentation of specialty vehicles and recreational vehicles. A pro forma condensed consolidated income statement and balance sheet will be provided with a Form 8-K that will be filed with the SEC later this week. Please turn to slide six, and I will review the reorganization of REV Group and new segmentation. As I mentioned earlier, REV Group will report financial results in two segments, beginning with our first quarter results. The Fire and Emergency businesses will be combined with the Specialty Group business that manufactures Capacity, terminal trucks, and LayMor street sweepers in a new segment named Specialty Vehicles. The segment will also include ENC financial results during the wind down of operations throughout the year. Specialty Vehicles will be led by Mike Virnig, the current Fire Group President. Mike has held leadership positions within the REV Fire Group for the past six years and was integral to its improved performance throughout fiscal 2023. We look forward to the continued positive impact that Mike's leadership will bring to this new segment. The Recreation segment will be renamed Recreational Vehicles and will remain under the leadership of its current president, Mike Lanciotti. Turning to slide seven. We present adjustments to select items provided during our fourth quarter earnings call by removing the expected Collins Bus performance from the post-divestiture period, which was included in the original fiscal 2024 guidance. Note that ENC's wind down performance is included, as it will be reported in the Specialty Vehicle segment during 2024. The adjustments result in reductions of $150 million and $25 million to net sales and Adjusted EBITDA, respectively, or $2.5 billion and $150 million at the midpoint. Free cash flow is reduced by $17 million to approximately $60 million at the midpoint. We plan to provide a full update to our fiscal 2024 guidance, including GAAP financial metrics and the impact of these strategic actions with our first quarter earnings release. Turning to slide eight. We believe the actions announced today enhance REV's investment proposition with a streamlined and more focused product portfolio of industry-leading brands and dealers. We continue to drive our simplification efforts from the overall organizational structure down to product manufacturing and design, with the goal of increasing throughput, sales, and profitability. We remain committed to a strong balance sheet that will allow us the flexibility to pursue additional growth opportunities and the optionality to return cash to shareholders, which has been a focus since I arrived in 2020. During that time, we have paid down $290 million of debt through the end of 2023 and have returned over $280 million to shareholders in the form of dividends and share repurchases, including today's special dividend announcement. The asset light nature of our businesses, self-help opportunities for margin improvements that are not reliant on external revenue growth tailwinds, and a strong specialty vehicle backlog with increased prospects for price realization, position us well to continue the momentum we demonstrated exiting fiscal 2023. We are encouraged by the opportunity that fiscal 2024 offers and look forward to updating you on our progress and outlook during our first quarter earnings call. Thank you again for joining us on today's call. And with that, operator, we'll now open it up for questions. Thank you. Ladies and gentlemen, at this time, we will be conducting a question-and-answer session. If you'd like to ask a question, you may press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Our first question comes from the line of Mig Dobre with Robert W. Baird. Please proceed with your question. Thank you for taking the question. Good morning, everyone. I appreciate all the detail in the slides and the guidance, but if we can put a finer point on that. So ENC will remain part of guidance for fiscal 2014? Can you give us a sense for the margin associated with this business? You know, what would be the swing, if you would, as we're thinking about 2025, once this business is fully wound down? I don't think we want to give guidance for 2025, obviously, but you know, the losses that we anticipated in our original guidance were $10 million of a loss for this year. You can use that. Obviously, you can add the $150+ the $10 that we're guiding to now, it would be $160 on a go forward. But it is included in our, was anticipated in our prior guidance. Understood. That's helpful. And, I'm sorry, why doesn't this qualify for discontinued ops? How does the accounting work on this? Yeah, so, we've gone through the accounting, and it does not meet the requirements. We've gone through that, and we will be disclosing the appropriate requirements under our the pro formas that are required for talent specifically, and then ENC, from a materialities perspective, was not large enough. But we are filing our 8-K, the required SEC disclosures. Okay. On the remaining commercial assets, if I'm doing the math right here, it seems like what's left over, you've got pretty decent margins, about 11% EBITDA. So I guess several questions here. The first one being: how do you think about this subset of businesses, their margin potential longer term and fit really within your portfolio? Is there something more that can be done with these assets down the line? Yeah, I think, again, every business we look at, Mig, as we talked about before, that we always assess, should they be in the portfolio or should they not? Or what's the best value creation opportunity for those? Right now, we have a Specialty Vehicle Group, which includes those assets, and of course, allows us a broader net as well for opportunities. We've always said in that Specialty Vehicle space, if we're gonna do M&A, which obviously is our focus right now, but, we would look in that space. So it just combines from a simplistic perspective, the org structure. So I would say every business we look at, and, and we need to make sure that they meet our hurdle rates on a long-term basis. Lastly, if I may follow up on that, on that comment, your balance sheet's gonna be squeaky clean. You're talking about growth and specialty, but, you know, fire trucks, ambulances, street sweepers, you're gonna have quite an interesting portfolio here. What's the longer term vision here for specialty vehicles and kind of what you're hoping to accomplish? Yeah, I think from that perspective, again, we are, like I said, in prepared remarks, in the short to midterm here, we're still looking at the value creation that the opportunity, especially in the F&E space, the ex F&E space gives us. But obviously, we are, we have the availability with our strong balance sheet now to expand further on that and look at other opportunities. But right now, as we've always said, we believe the value creation and the pricing potential and the realization going forward is very strong within the specialty vehicle space and the backlog that we have there. All right. Thank you. Thank you. Our next question comes from the line of Mike Shlisky from D.A. Davidson. Please proceed with your question. Uh, yes. Mike? My question. Hey, yes, good morning, guys. I guess, I recognize Collins, you know, you had both the battery supplier and the powertrain supplier, you know, enter some kind of difficulties, bankruptcy, et cetera. Could you update us on your EV efforts in terminal trucks, at fire, et cetera, whether those suppliers who are supplying batteries or any kind of special powertrain requirements in that business, okay, going forward, or whether you're looking at working with those same suppliers that may have caused some issues at Collins the last couple of quarters? Yeah, they weren't, they were not impacted, so we did, we have different providers. Obviously, we've announced previously on the terminal truck side, we're with Hyster-Yale, so we have a very good opportunity there or the technology. So it was not impacted by the two that impacted Collins specifically, either in the fire or in the terminal truck business. Okay, outstanding. Maybe the other question I wanted to ask was any kind of complexities with any shared facilities. I don't think there are, there were many with Collins, but do any of the segments that are staying, share any facilities or any assets that need to be divvied up or sold off or just- No. You know, or figured out in this whole process? No, no. Collins was a self-contained operation. Perfect. That's all I had. I appreciate it. Have a great day. Thanks. Thanks, Mike. Appreciate it. Our next question comes from the line of Jerry Revich with Goldman Sachs. Please proceed with your question. Yes, hi. Good morning, everyone, and congratulations on the announcements. I want to ask, as you look at your portfolio today, Mark, what proportion of the business is below double-digit margins as it stands today, and, you know, obviously outside of the fire truck business, where the backlog gives you visibility on getting well into the double digits? Yeah, I think, you know, we talked about at the end of Q4, Jerry. I think we'll leave that to the Q1 discussion, but, obviously, we talked about the exit rates, after our, our Q1, the guidance we provided in Q1, and we can, you know, our Q4, I should say. So we can probably follow up that once we get the updated guidance, and especially looking under the new segment structure and what that'll look like. Okay, I guess where I'm going with that question, Mark, it feels like with the exit and sale of these two businesses, a substantial part of the portfolio is in the double digit range, is my perception. I just wanna make sure I'm not missing any moving pieces, as I look at the business post these divestitures. Yeah, Jerry, I don't, I mean, if you go back to the way we talked about the businesses in the fourth quarter, I think, you know, although recreation exited, I think at 10% for the full year, you know, we, we talked about revenue and, and margin headwinds for the year, for fiscal 2024. You know, we talked about the progress of ambulance. You know, the guidance that we laid out, I think implied a good exit rate for the old F&E segment, in the fourth quarter of the year. Like Mark said, we'll be combining assets and, and giving a, probably a better look at the specialty vehicle segment, at that point. But I don't know if substantial, I forget the word you used, is correct, but we certainly are seeing progress across businesses. Okay. Yeah, appreciate it, Drew. And then, you know, when you look at the decision for a special dividend versus M&A, can you just expand? It sounds like based on your prepared comments, you weren't enthused with the M&A opportunities in school bus, but it sounds like that's probably a broader comment than that, given prioritization of special dividend over, M&A. But maybe I could get you to expand on that, Mark, in terms of, what you're seeing in the market. Yeah, I think, again, like we said in prepared remarks, you know, to sort of close that gap between the school bus and transit and bring in a, you know, a C and D player, we just hadn't seen the opportunity to enter that space, which would give us more upon our bus portfolio. That's really specific to the Collins and ENC discussion. But when we look at the strength of our balance sheet, obviously bringing in the net proceeds that we are, versus the debt we exited at the end of 2023 and our cash flow guidance for 2024, even paying $3 dividend allows us to be pretty close to debt- free, exiting or definitely less than 1x levered, exiting 2024. So we have a lot of untapped capacity still to continue our agenda and do an M&A, do other M&A transactions. So I think it was valuable in returning again some value back to our shareholders, given the price we achieved with Collins. Well, indeed, well done on that. And in terms of purchasing and overhead, can you just expand on that conversation? You know, what level of components are common across the businesses that we're exiting here versus the rest of the portfolio and, you know, any impact on overhead? I know you mentioned no shared facilities, but presumably there's some shared purchasing, et cetera. Just wondering how you're managing that transition. Yeah. So obviously, the first focus is for Collins, we're making sure that we don't have any stranded costs, obviously, from a corporate as well as divisional perspective. I think we're well on the way to making sure that doesn't happen. And then the next focus, to have an efficient and effective wind down of ENC, right? Which means we're gonna have a need to have the appropriate support there. But you know, we'll be providing updated guidance as the ENC continues to wind down, but we expect not to have any stranded costs. And then obviously, when you drive simplification of the overall structure on a run rate basis, exiting 2024, ENC is exiting, we get full redoing of the segments. I would expect to see a run rate savings going forward. In the short term, no stranded costs impact, and then in longer term, some relative savings on the SG&A front, but we'll have to see as ENC evolves. Again, the focus is to make sure we have an effective wind down at ENC. I appreciate it, Mark. Thanks, and congratulations to the team. All right. Thank you. Ladies and gentlemen, this does conclude our Q&A session, and this does conclude our call. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.
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