REV: Discussion and analysis by management of the financial position and operating results. (form 10-Q)

This management's discussion and analysis should be read in conjunction with the
Condensed Unaudited Consolidated Financial Statements and risk factors contained
in this Form 10-Q as well as the Management's Discussion and Analysis and Risk
Factors and audited consolidated financial statements and the related notes
included in our Annual Report on Form 10-K filed on January 7, 2021.

Overview

REV is a leading designer, manufacturer, and distributor 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. We believe that we hold the first, second and third market
share positions, and approximately 89% of our net sales during the second
quarter of fiscal year 2021 came from products where we believe we hold such
share position.

Segments

We serve a diverse clientele mainly in United States via the following segments:

Fire & Emergency - The Fire & Emergency segment sells fire apparatus equipment
under the Emergency One ("E-ONE"), Kovatch Mobile Equipment ("KME"), Ferrara,
Spartan, Smeal and Ladder Tower brands, and ambulances under the American
Emergency Vehicles ("AEV"), Horton Emergency Vehicles ("Horton"), Leader
Emergency Vehicles ("Leader"), Road Rescue, Wheeled Coach and Frontline brands.
We believe we are the largest manufacturer by unit volume of fire and emergency
vehicles in the United States and have one of the industry's broadest portfolios
of products including Type I ambulances (aluminum body mounted on a heavy
truck-style chassis), Type II ambulances (van conversion ambulance), Type III
ambulances (aluminum body mounted on a van-style chassis), pumpers (fire
apparatus on a custom or commercial chassis with a water pump and water tank to
extinguish fires), ladder trucks (fire apparatus with stainless steel or
aluminum ladders), tanker trucks and rescue, aircraft rescue firefighting
("ARFF"), custom cabs & chassis and other vehicles. Each of our individual
brands is distinctly positioned and targets certain price and feature points in
the market such that dealers often carry, and customers often buy more than one
REV Fire & Emergency product line.

Commercial - Our Commercial segment serves the bus market through the Collins
Bus and ENC brands. We serve the terminal truck market through the Capacity
brand and the sweeper market through the Lay-Mor brand. Our products in the
Commercial segment include transit buses (large municipal buses where we build
our own chassis and body), Type A school buses (small school bus built on
commercial chassis), sweepers (three- and four-wheel versions used in road
construction activities), and terminal trucks (specialized vehicles which move
freight in warehouses, intermodal yards, distribution and fulfillment centers
and ports). Within each market, we produce many customized configurations to
address the diverse needs of our customers.

Recreation - Our Recreation segment serves the RV market through the following
principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade,
Midwest and Lance. We believe our brand portfolio contains some of the longest
standing, most recognized brands in the RV industry. Under these brands, REV
provides a variety of highly recognized motorized and towable RV models such as:
American Eagle, Bounder, Pace Arrow, Discovery LXE, Verona, Weekender and Lance,
among others. Our products in the Recreation segment include Class A motorized
RVs (motorhomes built on a heavy-duty chassis with either diesel or gas engine
configurations), Class C and "Super C" motorized RVs (motorhomes built on a
commercial truck or van chassis), Class B RVs (motorhomes built out within a van
chassis and high-end luxury van conversions), and towable travel trailers and
truck campers. The Recreation segment also includes Goldshield Fiberglass, which
produces a wide range of custom molded fiberglass products for the heavy-duty
truck, RV and broader industrial markets.

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Factors affecting our performance

The main factors affecting our results of operations include:

General economic conditions

Our business is impacted by the U.S. economic environment, employment levels,
consumer confidence, municipal spending, municipal tax receipts, changes in
interest rates and instability in securities markets around the world, among
other factors. In particular, changes in the U.S. economic climate can impact
demand in key end markets. In addition, we are susceptible to supply chain
disruptions resulting from the impact of tariffs and global macro-economic
factors (refer to "Impact of COVID-19" section below), which can have a dramatic
effect, either directly or indirectly, on the availability, lead-times and costs
associated with raw materials and parts.

RV purchases are discretionary in nature and therefore sensitive to the
availability of financing, consumer confidence, unemployment levels, levels of
disposable income and changing levels of consumer home equity, among other
factors. RV markets are affected by general U.S. and global economic conditions,
which create risks that future economic downturns will further reduce consumer
demand and negatively impact our sales.

While less economically sensitive than the Recreation segment, the Fire &
Emergency and the Commercial segments are also impacted by the overall economic
environment. Local tax revenues are an important source of funding for fire and
emergency response departments. Fire and emergency products and buses are
typically a larger cost item for municipalities and their service life is
relatively long, making the purchase more deferrable, which can result in
reduced demand for our products. In addition to commercial demand, local, state
and federal tax revenues can be an important source of funding for many of our
bus products including Type A school buses and transit buses. Volatility in tax
revenues or availability of funds via budgetary appropriation can have a
negative impact on the demand for these products.

A decrease in employment levels, consumer confidence or the availability of
financing, or other adverse economic events, or the failure of actual demand for
our products to meet our estimates, could negatively affect the demand for our
products. Any decline in overall customer demand in markets in which we operate
could have a material adverse effect on our operating performance.

Seasonality

In a typical year, our operating results are impacted by seasonality.
Historically, the slowest sales volume quarter has been the first fiscal quarter
when the purchasing seasons for vehicles, such as school buses, RVs and sweepers
are the lowest due to the colder weather and the relatively long time until the
summer vacation season, and the fact that the school year is underway with
municipalities and school bus contractors utilizing their existing fleets to
transport student populations. Sales of our products have typically been higher
in the second, third and fourth fiscal quarters (with the fourth fiscal quarter
typically being the strongest) due to better weather, the vacation season,
buying habits of RV dealers and end-users, timing of government/municipal
customer fiscal years, and the beginning of a new school year. Our quarterly
results of operations, cash flows, and liquidity are likely to be impacted by
these seasonal patterns. Sales and earnings for other vehicles that we produce,
such as essential emergency vehicles and commercial bus fleets, are less
seasonal, but fluctuations in sales of these vehicles can also be impacted by
timing surrounding the fiscal years of municipalities and commercial customers,
as well as the timing and amounts of multi-unit orders.

Impact of acquisitions

We actively evaluate opportunities to improve and expand our business through
targeted acquisitions that are consistent with our strategy. We also may dispose
of certain components of our business that no longer fit within our overall
strategy. Historically, a significant component of our growth has been through
acquisitions of businesses. We typically incur upfront costs as we integrate
acquired businesses and implement our operating philosophy at newly acquired
companies, including consolidation of supplies and materials, purchases,
improvements to production processes, and other restructuring initiatives. The
benefits of these integration efforts and divestiture activities may not
positively impact our financial results until subsequent periods.

We recognize acquired assets and liabilities at fair value. This includes the
recognition of identified intangible assets and goodwill which, in the case of
definite-life intangible assets, are then amortized over their expected useful
lives, which typically results in an increase in amortization expense. In
addition, assets acquired and liabilities assumed generally include tangible
assets as well as contingent assets and liabilities.

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Ongoing impact of COVID-19

During our second quarter of fiscal year 2020, the novel coronavirus known as
COVID-19 spread throughout the world creating a global pandemic. The impact of
COVID-19, and related mutations, continues to be present throughout the world,
including in all global and regional markets served by us, and our manufacturing
facilities are located in areas that continue to be affected by the pandemic. As
a result of the spread of COVID-19, we have experienced labor disruptions,
disruption and delays in our supply chain, customer demand changes, and
logistics challenges, including our customers' ability to inspect and take
delivery of vehicles.

Many of the vehicles and parts we supply are vital to serving communities across
our nation. The Cybersecurity and Infrastructure Security Agency (CISA), which
implements the Secretary of Homeland Security's responsibilities, has designated
our fire trucks, ambulances, transit and school buses and terminal trucks as
essential to the nation's health and safety, and are critical to the emergency
service and transportation infrastructure.

When necessary, we have taken a number of precautionary steps to safeguard our
employees and our business from the effects of the outbreak of COVID-19,
including closing Recreation vehicle manufacturing locations for 3-6 weeks and
shuttle bus manufacturing locations for 2 weeks (during the second quarter of
fiscal year 2020), substantially limiting the presence of personnel in our
offices and manufacturing locations, implementing travel restrictions and
withdrawing from various industry events. We have requested that office
employees work from home from time to time, and implemented business continuity
plans in an effort to minimize further business disruption and to protect our
employees and operations. At times, we have limited discretionary spending,
furloughed salaried employees, deferred capital investments and temporarily
lowered the salaries of our leadership team.

Our Recreation vehicles dealer network was significantly impacted by the
pandemic and many of them suspended normal production activity temporarily
before reopening in the third quarter of fiscal year 2020 when consumer demand
for recreation vehicles began to accelerate due to an increase in consumer
preference to vacation in a safe and socially distant manner. As of April 30,
2021, Recreation segment backlog was significantly higher than the same period
in the prior year.

As the global economy continues to recover from COVID-19 related disruption,
labor and significant supply chain challenges, such as shortages in
semiconductors, subcomponents and increased prices of raw materials, such as
steel and aluminum, have impacted operations of companies on a global scale.
Such supply chain disruptions during the second quarter of fiscal year 2021
impacted our ability to obtain certain raw materials and purchased components
that are necessary to our production processes, including the ability to obtain
chassis from third party suppliers. We continue to monitor these disruptions and
take measures to mitigate the associated risks. However, the impact of possible
disruption remains largely out of our control and the risk of unfavorable impact
on production at our facilities will likely continue throughout fiscal year
2021.

In certain geographies around the globe there has been a resurgence of COVID-19
cases and governmental authorities continue to implement numerous measures in an
attempt to contain and mitigate the spread of COVID-19. While the global market
impacts, closures and limitations on movement are expected to be temporary, the
duration of any demand changes, production and supply chain disruptions, and
related financial impacts, cannot be reliably estimated at this time.

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Results of Operations



                                           Three Months Ended           Six Months Ended
                                                April 30,                   April 30,
($ in millions)                             2021          2020         2021          2020
Net sales                                $    643.6      $ 547.0     $ 1,197.6     $ 1,079.1
Gross profit                                   87.4         52.4         149.1          99.8
Selling, general and administrative            48.7         58.1          95.8         104.1
Restructuring                                     -          2.9           1.0           3.5
Loss on early extinguishment of debt            1.4            -           1.4             -
Loss on business held for sale                    -            -           3.8             -
Loss on sale of business                          -          8.8             -           8.8
(Gain) loss on acquisition of business            -        (11.9 )         0.4         (11.9 )
Provision (benefit) for income taxes            7.2        (10.1 )         7.2         (12.7 )
Net income (loss)                              20.6         (7.6 )        

20.6 (16.7)

Net income (loss) per common share
Basic                                    $     0.32      $ (0.12 )   $    0.32     $   (0.27 )
Diluted                                  $     0.31      $ (0.12 )   $    0.32     $   (0.27 )
Dividends declared per common share      $        -      $  0.05     $       -     $    0.10

Adjusted EBITDA                          $     45.5      $   7.6     $    68.9     $    18.4
Adjusted Net Income (Loss)               $     25.7      $  (5.8 )   $    34.6     $    (8.8 )






Net Sales                   Three Months Ended                          Six Months Ended
                   April 30,                   April 30,      April 30,                  April 30,
($ in millions)      2021         Change         2020            2021        Change         2020
Net sales         $     643.6        17.7 %   $     547.0     $  1,197.6        11.0 %   $  1,079.1




Net Sales. Consolidated net sales increased $96.6 million for the three months
ended April 30, 2021 compared to the prior year quarter, which included $43.8
million of revenue attributable to two shuttle bus businesses in the Commercial
segment that were sold on May 8, 2020. Refer to Note 8, Divestiture Activities,
of the Notes to the Condensed Unaudited Consolidated Financial Statements for
further details. Excluding the impact of the shuttle bus divestiture, net sales
increased $140.4 million for the three months ended April 30, 2021 compared to
the prior year quarter, primarily due to increased sales within the F&E and
Recreation segments. The increase in sales volume in the F&E segment was
primarily due to increased unit shipments of fire apparatus and price
realization within the fire group partially offset by decreased shipments of
ambulance units. The increase in sales volume in the Recreation segment was
primarily the result of increased unit shipments within all product categories
driven by retail demand for RVs, and lower discounts and allowances compared to
the prior year quarter which was impacted by COVID-19 related disruptions.

Consolidated net sales increased $118.5 million for the six months ended April
30, 2021 compared to the prior year period. Net sales for the prior year period
included $96.7 million of revenue attributable to the shuttle bus businesses and
$62.6 million of revenue attributable to Spartan ER. Excluding the impact of the
shuttle bus divestiture and Spartan ER acquisition, organic net sales increased
by $143.9 million for the six months ended April 30, 2021 compared to the prior
year period which was impacted by COVID-19 related disruptions, primarily within
the second quarter of fiscal year 2020. The increase in organic net sales was
primarily due to increased sales within the F&E and Recreation segments,
partially offset by a decrease in the Commercial segment sales due to lower
shipments of school buses and municipal transit buses due to market softness and
production disruptions, partially offset by increased shipments of terminal
trucks and street sweepers.

Gross Profit                Three Months Ended                           

Six months ended

                   April 30,                   April 30,       April 30,                   April 30,
($ in millions)      2021         Change         2020            2021         Change         2020
Gross profit      $      87.4        66.8 %   $      52.4     $     149.1        49.4 %   $      99.8
% of net sales           13.6 %                       9.6 %          12.4 %                       9.3 %


Gross Profit. Consolidated gross profit increased $35.0 million for the three
months ended April 30, 2021 compared to the prior year quarter. Consolidated
gross profit, as a percentage of consolidated net sales, was 13.6% for the three
months ended April 30, 2021, an increase compared to 9.6% for the three months
ended April 30, 2020. The increase in gross profit was primarily attributable

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better price realization, reduced discounts and rebates, and better operating leverage through higher sales volumes and productivity initiatives.

Consolidated gross profit increased $49.3 million for the six months ended April
30, 2021 compared to the prior year period. Consolidated gross profit, as a
percentage of consolidated net sales, was 12.4% for the six months ended April
30, 2021, an increase compared to 9.3% for the six months ended April 30, 2020.
The increase in gross profit was primarily attributable to greater price
realization, lower discounting and allowances and improved operating leverage as
a result of higher sales volumes and productivity initiatives.

Selling, General and Administrative             Three Months Ended                            Six Months Ended
                                       April 30,                   April 30,       April 30,                    April 30,
($ in millions)                          2021         Change         2020   

2021 Change 2020 Sales, general and administrative $ 48.7 -16.2% $ 58.1 $ 95.8 -8.0% $ 104.1


Selling, General and Administrative. Consolidated selling, general and
administrative ("SG&A") costs decreased $9.4 million for the three months ended
April 30, 2021 compared to the prior year quarter. The decrease in SG&A costs
for the three months ended April 30, 2021 was primarily due to reduced
restructuring related charges, travel and marketing costs as well as lower
depreciation expense.

Consolidated SG&A costs decreased $8.3 million for the six months ended April
30, 2021 compared to the prior year period. The decrease in SG&A costs for the
six months ended April 30, 2021, was primarily due to reduced restructuring
related charges, travel and marketing costs as well as lower depreciation
expense.

Restructuring               Three Months Ended                           Six Months Ended
                  April 30,                    April 30,       April 30,                   April 30,
($ in millions)      2021         Change         2020            2021         Change         2020
Restructuring     $        -       -100.0 %   $       2.9     $       1.0       -71.4 %   $       3.5


Restructuring. Consolidated restructuring costs decreased $2.9 million for the
three months ended April 30, 2021 compared to the prior year quarter. The
restructuring costs for the three months ended April 30, 2020, were primarily
related to headcount reductions in Corporate and the Fire division, as well as
lease termination costs related to the closure of a Spartan ER facility.

Consolidated restructuring costs decreased $2.5 million for the six months ended
April 30, 2021 compared to the prior year period. The restructuring costs for
the six months ended April 30, 2021, were primarily related to reductions in
workforce in Corporate. The restructuring costs for the six months ended April
30, 2020, were primarily related to headcount reductions in Corporate and the
Fire division, as well as lease termination costs related to the closure of a
Spartan ER facility.

Loss on Early Extinguishment of Debt            Three Months Ended                         Six Months Ended
                                       April 30,                  April 30,       April 30,                 April 30,
($ in millions)                           2021         Change       2020    

2021 Change in 2020 Loss on early extinguishment of debt $ 1.4 n / m $ – $ 1.4 n / m $ –

Loss on early extinguishment of debt. Reflects losses recognized on the extinguishment of our ABL facility and our 2017 term loan. The loss consists entirely of unamortized debt issuance costs that were written off as part of this extinction.

Loss on Business Held for Sale                Three Months Ended                           Six Months Ended
                                    April 30,                     April 30,       April 30,                 April 30,
($ in millions)                       2021            Change        2020            2021         Change       2020
Loss on business held for sale     $         -             n/m   $         

$ 3.8 n / m $ –


Loss on Business Held for Sale. In the first quarter of fiscal year 2021, in
connection with a strategic review of the product portfolio, we made the
decision to divest our REV Brazil business. As a result, a loss of $3.8 million
was recorded during the six months ended April 30, 2021. Refer to Note 8,
Divestiture Activities, of the Notes to Condensed Unaudited Consolidated
Financial Statements for further details.

Loss on Sale of Business                     Three Months Ended                          Six Months Ended
                                    April 30,                  April 30,       April 30,                  April 30,
($ in millions)                       2021          Change       2020             2021         Change       2020
Loss on sale of business           $         -          n/m   $       8.8     $          -         n/m   $       8.8


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Loss on Sale of Business. Effective May 8, 2020, we completed the sale of our
shuttle bus businesses for $49.0 million in cash. As a result, we recorded a
loss on sale of $8.8 million during the three and six months ended April 30,
2020. Refer to Note 8, Divestiture Activities, of the Notes to Condensed
Unaudited Consolidated Financial Statements for further details.

(Gain) Loss on Acquisition of
Business                                      Three Months Ended                            Six Months Ended
                                    April 30,                    April 30,       April 30,                    April 30,
($ in millions)                       2021          Change         2020            2021          Change         2020
(Gain) loss on acquisition of
business                           $         -       -100.0 %   $     (11.9 

) $ 0.4 -103.4% $ (11.9)


(Gain) Loss on Acquisition of Business. During the first quarter of fiscal year
2021, the preliminary purchase price allocation of the Spartan ER acquisition
was updated to reflect immaterial measurement period adjustments made to
inventories, warranty, and certain other assets acquired and liabilities
assumed. These updates resulted in a decrease to the cumulative gain on
acquisition of $0.4 million. Refer to Note 4, Acquisition, of the Notes to
Condensed Unaudited Consolidated Financial Statements for further details.

During the second quarter of fiscal year 2020, we recorded the preliminary
purchase accounting for the acquisition of Spartan ER, which resulted in a gain
on acquisition of $11.9 million. Refer to Note 4, Acquisition, of the Notes to
Condensed Unaudited Consolidated Financial Statements for further details.

Provision (Benefit) for Income Taxes             Three Months Ended                           Six Months Ended
                                        April 30,                   April 30,       April 30,                   April 30,
($ in millions)                           2021         Change         2020  

2021 Change in 2020 Provision (benefit) for income taxes $ 7.2 171.3% $ (10.1) $ 7.2 156.7% $ (12.7)


Provision (Benefit) for Income Taxes. Consolidated income tax expense was $7.2
million for the three months ended April 30, 2021, or 25.8% of pre-tax income,
compared to $10.1 million of benefit, or 56.1% of pre-tax loss, for the three
months ended April 30, 2020. Results for the three months ended April 30, 2021,
were favorably impacted by $0.1 million of net discrete tax benefits primarily
related to stock-based compensation tax deductions. Results for the three months
ended April 30, 2020 were favorably impacted by $5.7 million of net discrete tax
benefits primarily related to net operating loss carrybacks allowable under the
CARES Act and the nontaxable gain on the acquisition of Spartan ER.

Consolidated income tax expense was $7.2 million for the six months ended April
30, 2021, or 25.9% of pre-tax income, compared to $12.7 million of benefit, or
42.5% of pre-tax loss, for the six months ended April 30, 2020. Results for the
six months ended April 30, 2021, were favorably impacted by $1.2 million of net
discrete tax benefits primarily related to the recognition of deferred taxes on
assets classified as held for sale and stock-based compensation tax deductions.
Results for the six months ended April 30, 2020 were favorably impacted by $5.4
million of net discrete tax benefits primarily related to net operating loss
carrybacks allowable under the CARES act and the nontaxable gain on the
acquisition of Spartan ER.

Net Income (Loss)                            Three Months Ended                           Six Months Ended
                                    April 30,                   April 30,       April 30,                   April 30,
($ in millions)                       2021         Change         2020            2021         Change         2020
Net income (loss)                  $      20.6       371.1 %   $      (7.6

) $ 20.6 223.4% $ (16.7)


Net Income (Loss). Consolidated net income increased $28.2 million for the three
months ended April 30, 2021 compared to the prior year quarter primarily due to
the factors detailed above.

Consolidated net income increased $37.3 million for the six months ended April
30, 2021 compared to the prior year period primarily due to the factors detailed
above.

Adjusted EBITDA             Three Months Ended                           Six Months Ended
                   April 30,                   April 30,       April 30,                   April 30,
($ in millions)      2021         Change         2020            2021         Change         2020
Adjusted EBITDA   $      45.5       498.7 %   $       7.6     $      68.9       274.5 %   $      18.4


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Consolidated Adjusted EBITDA increased $37.9 million for the three months ended
April 30, 2021 compared to the prior year quarter, due to an increase in
Adjusted EBITDA in the F&E and Recreation segments, partially offset by lower
Adjusted EBITDA in the Commercial segment.

Consolidated Adjusted EBITDA increased $50.5 million for the six months ended
April 30, 2021 compared to the prior year period, due to an increase in Adjusted
EBITDA in the Fire & Emergency and Recreation segments, partially offset by
lower Adjusted EBITDA in the Commercial segment. Refer to Adjusted EBITDA and
Adjusted Net Income section of "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations" of this Quarterly Report on Form
10-Q for a reconciliation of Net Income (Loss) to Adjusted EBITDA tables and
related footnotes.

Adjusted Net Income (Loss)                   Three Months Ended                           Six Months Ended
                                    April 30,                   April 30,       April 30,                   April 30,
($ in millions)                       2021         Change         2020      

Change 2021 Adjusted net income (loss) 2020 $ 25.7 543.1% $ (5.8) $ 34.6 493.2% $ (8.8)

Refer to the Adjusted EBITDA and Adjusted Net Income section of Heading 2. Management’s discussion and analysis of the financial condition and results of operations of this Quarterly Report on Form 10-Q for a reconciliation of net income (loss net) with the Adjusted EBITDA tables and related tables. footnotes.

Fire & Emergency Segment



                                       Three Months Ended                   Six Months Ended
                                            April 30,                           April 30,
($ in millions)                   2021       Change       2020        2021       Change       2020
Net sales                        $ 307.6         6.3 %   $ 289.3     $ 588.2        18.6 %   $ 495.8
Adjusted EBITDA                     21.7       112.7 %      10.2        31.9       163.6 %      12.1
Adjusted EBITDA % of net sales       7.1 %                   3.5 %       5.4 %                   2.4 %



Net sales of the Fire and Emergency segment increased $ 18.3 million for the three months ended April 30, 2021 compared to the prior year quarter, primarily due to higher unit shipments of fire apparatus and the realization of price increases in the fire business, partially offset by lower shipments of firefighters. ‘ambulance units.

Fire & Emergency segment net sales increased $92.4 million for the six months
ended April 30, 2021 compared to the prior year period. Net sales for the prior
year period included $62.6 million of revenue attributable to Spartan ER.
Excluding the impact of the Spartan ER acquisition, organic net sales increased
by $21.1 million for the six months ended April 30, 2021 compared to the prior
year period which was primarily due to increased unit shipments of fire
apparatus and the realization of price increases in fire businesses, partially
offset by decreased shipments of ambulances units.

Fire & Emergency segment Adjusted EBITDA increased $11.5 million for the three
months ended April 30, 2021 compared to the prior year quarter primarily due to
higher sales volume within the fire group and productivity initiatives that
resulted in performance improvements including direct labor efficiencies and
lower operating expense within both the fire and ambulance businesses, partially
offset by lingering disruptions related to COVID-19.

Fire & Emergency segment Adjusted EBITDA increased $19.8 million for the six
months ended April 30, 2021 compared to the prior year period. Spartan ER
contributed $3.4 million of Adjusted EBITDA during the prior year period.
Excluding the impact of Spartan ER, Fire & Emergency Adjusted EBITDA increased
$17.8 million for the six months ended April 30, 2021 compared to the prior year
period which was primarily due to higher sales volume within the fire group and
productivity initiatives that resulted in performance improvements, including
direct labor efficiencies and lower operating expense, within both the fire and
ambulance businesses.

Commercial Segment



                                       Three Months Ended                    Six Months Ended
                                            April 30,                           April 30,
($ in millions)                   2021      Change        2020        2021       Change        2020
Net sales                        $ 98.4       (31.3 )%   $ 143.2     $ 181.5       (39.8 )%   $ 301.3
Adjusted EBITDA                     8.3         3.8 %        8.0        15.5       (13.4 )%      17.9
Adjusted EBITDA % of net sales      8.4 %                    5.6 %       8.5 %                    5.9 %


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Commercial segment net sales decreased $44.8 million for the three months ended
April 30, 2021 compared to the prior year quarter. The decrease in net sales
compared to the prior year quarter was primarily due to net sales of our shuttle
bus businesses, which were sold on May 8, 2020. Excluding the impact of the
shuttle bus divestiture, net sales decreased by $1.0 million for the three
months ended April 30, 2021 compared to the prior year quarter. The decrease in
net sales was primarily due to lower shipments of school buses and municipal
transit buses due to COVID-19 related market softness and production
disruptions, partially offset by increased shipments of terminal trucks and
street sweepers.

Commercial segment net sales decreased $119.8 million for the six months ended
April 30, 2021 compared to the prior year period. The decrease in net sales
compared to the prior year period was primarily due to net sales of our shuttle
bus businesses, which were sold on May 8, 2020. Excluding the impact of the
shuttle bus divestiture, net sales decreased by $23.1 million for the six months
ended April 30, 2021 compared to the prior year period. The decrease in net
sales was primarily due to lower shipments of school buses and municipal transit
buses due to COVID-19 related market softness and production disruptions,
partially offset by increased shipments of terminal trucks and street sweepers.

Commercial segment Adjusted EBITDA increased $0.3 million for the three months
ended April 30, 2021 compared to the prior year quarter primarily due to
improved profitability as a result of increased sales volumes and productivity
initiatives in the terminal truck and street sweeper businesses as well as SG&A
spend reductions across all businesses, partially offset by lower sales volume
and production disruptions within the bus group.

Commercial segment Adjusted EBITDA decreased $2.4 million for the six months
ended April 30, 2021 compared to the prior year period primarily due to lower
sales volume within the Bus group, partially offset by improved profitability as
a result of increased sales volume and productivity initiatives in the terminal
truck and street sweeper businesses as well as SG&A spend reductions across all
businesses.

Recreation Segment



                                        Three Months Ended                   Six Months Ended
                                            April 30,                            April 30,
($ in millions)                   2021        Change       2020        2021       Change       2020
Net sales                        $ 237.9        108.7 %   $ 114.0     $ 428.0        52.4 %   $ 280.9
Adjusted EBITDA                     25.1       2381.8 %      (1.1 )      40.2       581.4 %       5.9
Adjusted EBITDA % of net sales      10.6 %                   -1.0 %       9.4 %                   2.1 %




Recreation segment net sales increased $123.9 million for the three months ended
April 30, 2021 compared to the prior year quarter primarily due to increased
unit sales in all product categories as well as lower discounting and allowances
versus the prior year quarter which was impacted by COVID-19 related
disruptions, including the suspension of normal production activities at all
businesses.

Recreation segment increased $147.1 million for the six months ended April 30,
2021 compared to the prior year period primarily due to increased unit sales in
all product categories as well as lower discounting and allowances versus the
prior year period which was impacted by COVID-19 related disruptions, including
the suspension of normal production activities at all businesses, primarily
within the second quarter of fiscal year 2020.

Recreation segment Adjusted EBITDA increased $26.2 million for the three months
ended April 30, 2021 compared to the prior year quarter primarily due to
increased sales volume, lower discounting and allowances and productivity
initiatives that resulted in improved performance and lower operating expense
across all businesses.

Recreation segment Adjusted EBITDA increased $34.3 million for the six months
ended April 30, 2021 compared to the prior year period primarily due to
increased sales volume, lower discounting and allowances and productivity
initiatives that resulted in improved performance and lower operating expense
across all businesses.

Backlog

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



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                   April 30,       January 31,      April 30,
($ in millions)       2021            2021             2020
Fire & Emergency   $  1,099.0     $     1,017.9     $  1,111.7
Commercial              303.1             234.0          413.2
Recreation              940.5             754.3          122.9
Total Backlog      $  2,342.6     $     2,006.2     $  1,647.8

Each of our three segments has an order book for new vehicles that typically spans two to twelve months.

Orders from our dealers and end customers are evidenced by a contract, firm
purchase order or reserved production slot for delivery of one or many vehicles.
These orders are reported in our backlog at the aggregate selling prices, net of
discounts or allowances.

As of April 30, 2021, our backlog was $2,342.6 million compared to $1,647.8
million as of April 30, 2020. The increase in total backlog was due to a
significant increase in the Recreation segment, partially offset by a decrease
in the Fire & Emergency and Commercial segments. The increase in Recreation
segment backlog was primarily the result of strong order intake across all
product categories. The decrease in Fire & Emergency segment backlog was
primarily the result of increased throughput within the fire group and a
decrease in orders for legacy fire apparatus related to end market softness
throughout the latter half of fiscal year 2020, partially offset by an increase
of orders for ambulance units. The decrease in Commercial segment backlog was
primarily the result of the divestiture of two shuttle bus businesses, a
decrease in orders for school buses related to COVID-19 disruptions and timing
of a large municipal transit order partially offset by strong order intake in
the terminal trucks and street sweepers.

Liquidity and capital resources

General

Our primary requirements for liquidity and capital are working capital, the
improvement and expansion of existing manufacturing facilities, debt service
payments and general corporate needs. Historically, these cash requirements have
been met through cash provided by operating activities, cash and cash
equivalents and borrowings under our term loan and ABL credit facility.

We believe that our sources of liquidity and capital will be sufficient to
finance our continued operations and growth strategy. However, we cannot assure
you that cash provided by operating activities and borrowings under the current
ABL facility will be sufficient to meet our future needs. If we are unable to
generate sufficient cash flows from operations in the future, and if
availability under the current ABL facility is not sufficient due to the size of
our borrowing base or other external factors, we may have to obtain additional
financing. If additional capital is obtained by issuing equity, the interests of
our existing stockholders will be diluted. If we incur additional indebtedness,
that indebtedness may contain financial and other covenants that may
significantly restrict our operations or may involve higher overall interest
rates.

Cash Flow

The following table shows summary cash flows for the six months ended April 30,
2021 and April 30, 2020:



                                                         Six Months Ended
                                                             April 30,
($ in millions)                                          2021         2020
Net cash provided by operating activities              $    37.1     $  

22.0

Net cash provided by (used in) investing activities          3.3       (58.5 )
Net cash (used in) provided by financing activities        (44.1 )      54.7
Net (decrease) increase in cash and cash equivalents   $    (3.7 )   $  18.2


Net cash provided by operating activities

Net cash provided by operating activities for the six months ended April 30,
2021 was $37.1 million, compared to $22.0 million for the six months ended April
30, 2020. The generation of positive cash from operating activities for the six
months ended April 30, 2021, was related to higher net income and a receipt of a
tax refund related to the CARES Act, partially offset by decreases from the
timing of payables.

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Net cash provided by (used in) investing activities

Net cash provided by investing activities for the six months ended April 30,
2021 was $3.3 million and was primarily related to the proceeds from the sale of
land ($8.7 million) and other assets, offset by cash paid for capital
expenditures. Net cash used in investing activities for the six months ended
April 30, 2020 was $58.5 million and was primarily related to the acquisition of
Spartan ER on February 1, 2020.

Net cash (Used in) Provided by fundraising activities

Net cash used in financing activities for the six months ended April 30, 2021
was $44.1 million, which primarily consisted of net proceeds from our 2021 ABL
Facility offset by the use of those proceeds to repay the 2017 ABL Facility and
Term Loan, and payments for debt issuance costs. Net cash provided by financing
activities for the six months ended April 30, 2020 was $54.7 million, which
primarily consisted of net borrowings to fund the acquisition of Spartan ER and
to pay quarterly dividends.

Dividends

Subject to legally available funds and the discretion of our board of directors,
we may or may not pay a quarterly cash dividend in the future on our common
stock. We announced the suspension of our quarterly dividend beginning the
second quarter of fiscal year 2020. In the six months ended April 30, 2020, we
paid cash dividends of $6.3 million.

On June 3, 2021, our Board of Directors reinstated a quarterly cash dividend in
the amount of $0.05 per share of common stock, which equates to a rate of $0.20
per share of common stock on an annualized basis and declared the initial
regular dividend for the three months ended April 30, 2021, payable on July 15,
2021, to shareholders of record on June 30, 2021.

ABL 2021 facility

On April 13, 2021, we entered into a $550.0 million revolving credit agreement
(the "2021 ABL Facility" or "2021 ABL Agreement") with a syndicate of lenders.
The 2021 ABL Facility provides for revolving loans and letters of credit in an
aggregate amount of up to $550.0 million. The total credit facility is subject
to a $30.0 million sublimit for swing line loans and a $35.0 million sublimit
for letters of credit (plus up to an additional $20.0 million of letters of
credit at issuing bank's discretion), along with certain borrowing base and
other customary restrictions as defined in the Credit Agreement. The Credit
Agreement allows for incremental facilities in an aggregate amount of up to
$100.0 million, plus the excess, if any, of the borrowing base then in effect
over total commitments then in effect. Any such incremental facilities are
subject to receiving additional commitments from lenders and certain other
customary conditions. The 2021 ABL Agreement serves as refinancing of
indebtedness and terminates the Company's 2017 ABL Facility and Term Loan.

The ABL 2021 facility matures on April 13, 2026. We can prepay the principal, in whole or in part, at any time without penalty.



We were in compliance with all financial covenants under the 2021 ABL Agreement
as of April 30, 2021. As of April 30, 2021, the Company's availability under the
2021 ABL Facility was $223.1 million.

Refer to Note 9, Long-term debt, of the notes to the unaudited condensed consolidated financial statements for further details.

Adjusted EBITDA and adjusted net income

In considering the financial performance of the business, management analyzes
the primary financial performance measures of Adjusted EBITDA and Adjusted Net
Income. Adjusted EBITDA is defined as net income for the relevant period before
depreciation and amortization, interest expense, income taxes and loss on early
extinguishment of debt, as adjusted for certain items described below that we
believe are not indicative of our ongoing operating performance. Adjusted Net
Income is defined as net income, as adjusted for certain items described below
that we believe are not indicative of our ongoing operating performance.

                                       29

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We believe Adjusted EBITDA and Adjusted Net Income are useful to investors
because these performance measures are used by our management and our Board of
Directors for measuring and reporting our financial performance and as a
measurement in incentive compensation for management. These measures exclude the
impact of certain items which we believe have less bearing on our core operating
performance because they are items that are not needed or available to our
managers in the daily activities of their businesses. We believe that the core
operations of our business are those which can be affected by our management in
a particular period through their resource allocation decisions that affect the
underlying performance of our operations conducted during that period. We also
believe that decisions utilizing Adjusted EBITDA and Adjusted Net Income allow
for a more meaningful comparison of operating fundamentals between companies
within our markets by eliminating the impact of capital structure and taxation
differences between the companies.

To determine Adjusted EBITDA, we adjust Net Income for the following items:
non-cash depreciation and amortization, interest expense, income taxes, loss on
early extinguishment of debt and other items as described below. Stock-based
compensation expense and sponsor expense reimbursement is excluded from both
Adjusted Net Income and Adjusted EBITDA because it is an expense, which cannot
be impacted by our business managers. Stock-based compensation expense also
reflects a cost which may obscure trends in our underlying vehicle businesses
for a given period, due to the timing and nature of the equity awards. We also
adjust for exceptional items, which are determined to be those that in
management's judgment are not indicative of our ongoing operating performance
and need to be disclosed by virtue of their size, nature or incidence, and
include non-cash items and items settled in cash. In determining whether an
event or transaction is exceptional, management considers quantitative as well
as qualitative factors such as the frequency or predictability of occurrence.

Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools.
These are not presentations made in accordance with U.S. GAAP, are not measures
of financial condition and should not be considered as an alternative to net
income or net loss for the period determined in accordance with U.S. GAAP. The
most directly comparable U.S. GAAP measure to Adjusted EBITDA and Adjusted Net
Income is Net Income for the relevant period. Adjusted EBITDA and Adjusted Net
Income are not necessarily comparable to similarly titled measures used by other
companies. As a result, you should not consider this performance measure in
isolation from, or as a substitute analysis for, our results of operations as
determined in accordance with U.S. GAAP. Moreover, such measures do not reflect:

• our cash expenditures or our future capital expenditure needs or

        contractual commitments;


  • changes in, or cash requirements for, our working capital needs;

• the cash requirements necessary to service interest or principal payments

        on our debt;


  • the cash requirements to pay our taxes.



                                       30
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The following table reconciles Net Income (Loss) to Adjusted EBITDA for the
periods presented:



                                                 Three Months Ended             Six Months Ended
                                                      April 30,                     April 30,
($ in millions)                                2021               2020         2021           2020
Net income (loss)                            $    20.6          $   (7.6 )   $    20.6      $  (16.7 )
Depreciation and amortization                      8.0              10.9          16.7          21.7
Interest expense, net                              5.5               7.3          11.0          14.6
Loss on early extinguishment of debt               1.4                 -           1.4             -
Provision (benefit) for income taxes               7.2             (10.1 )         7.2         (12.7 )
EBITDA                                            42.7               0.5          56.9           6.9
Transaction expenses(a)                            0.3               0.9           2.7           2.0
Sponsor expense reimbursement(b)                     -                 -           0.2           0.1
Restructuring costs(c)                               -               2.9           1.0           3.5
Restructuring related charges(d)                   0.3               3.2           0.3           3.2
Stock-based compensation expense(e)                1.7               2.9           3.6           5.5
Legal matters(f)                                     -               1.4           0.4           1.5
Net loss on sale of assets and business
held for sale(g)                                     -                 -           2.7             -
Loss on sale of business(h)                          -               8.8             -           8.8
(Gain) loss on acquisition of business(i)            -             (11.9 )         0.4         (11.9 )
Losses (earnings) attributable to assets
held for sale(j)                                   0.5              (1.1 )         0.7          (1.3 )
Deferred purchase price payment(k)                   -                 -             -           0.1
Adjusted EBITDA                              $    45.5          $    7.6     $    68.9      $   18.4




The following table reconciles Net Income (Loss) to Adjusted Net Income (Loss)
for the periods presented:



                                               Three Months Ended             Six Months Ended
                                                   April 30,                      April 30,
($ in millions)                               2021            2020           2021           2020
Net income (loss)                          $     20.6       $    (7.6 )   $     20.6      $   (16.7 )
Amortization of intangible assets                 2.5             3.4            5.1            7.4
Transaction expenses(a)                           0.3             0.9            2.7            2.0
Sponsor expense reimbursement(b)                    -               -            0.2            0.1
Restructuring costs(c)                              -             2.9            1.0            3.5
Restructuring related charges(d)                  0.3             3.2            0.3            3.2
Stock-based compensation expense(e)               1.7             2.9            3.6            5.5
Legal matters(f)                                    -             1.4            0.4            1.5
Net loss on sale of assets and business
held for sale(g)                                    -               -            2.7              -
Loss on sale of business(h)                         -             8.8              -            8.8
(Gain) loss on acquisition of
business(i)                                         -           (11.9 )          0.4          (11.9 )
Losses (earnings) attributable to assets
held for sale(j)                                  0.5            (1.1 )          0.7           (1.3 )
Deferred purchase price payment(k)                  -               -              -            0.1
Loss on early extinguishment of debt(l)           1.4               -            1.4              -
Impact of tax rate change(m)                        -            (3.5 )            -           (3.5 )
Income tax effect of adjustments(n)              (1.6 )          (5.2 )         (4.5 )         (7.5 )
Adjusted Net Income (Loss)                 $     25.7       $    (5.8 )   $     34.6      $    (8.8 )


                                       31
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(a) Reflects costs incurred in connection with business acquisitions and fixed assets

market operations. These expenses mainly consist of legal, accounting

and due diligence costs.

(b) Reflects reimbursement of expenses to our primary shareholder.

(c) Restructuring costs for the half-year ended April 30, 2021, composed of

personnel costs, including severance pay, vacation and other social benefits

payments associated with downsizing within the company.


Restructuring expenses for the three and six months ended April 30, 2020,
consisted of personnel costs, including severance, vacation and other employee
benefit payments associated with headcount reductions in Corporate and the Fire
division, as well as lease termination costs related to the closure of a Spartan
ER facility.

(d) Reflects costs directly attributable to restructuring activities,

including changes in management, but do not meet the definition of restructuring

under ASC 420.

(e) Reflects expenses associated with the vesting of share awards.

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

against us out of the ordinary course of business. Costs include

payments: (i) for non-ordinary litigation and settlement fees and charges

intellectual property disputes and (ii) for litigation fees and costs

putative securities class actions and derivative action pending against us

and some of our directors and officers.

(g) In the first quarter of fiscal 2021, as part of a strategic transaction

review of the product portfolio, we have decided to sell our REV

Brazil business. As a result, a loss of $ 3.8 million was recorded during the

during the first quarter of fiscal 2021. We also recorded $ 1.1 million

gain related to the sale of land previously included in the Fire &

Emergency segment. Refer to Note 8, Divestiture Activities, Notes to

Unaudited condensed consolidated financial statements for further details.

(h) Reflects losses related to the sale of our shuttle business, which was

finished on May 8, 2020. Refer to Note 8, Disposal activities, of

Notes to unaudited condensed consolidated financial statements for further information

details.

(i) Reflects the initial gain and subsequent adjustments on the acquisition of

    Spartan ER, which was completed on February 1, 2020. Refer to Note 4,
    Acquisition, of the Notes to Condensed Unaudited Consolidated Financial
    Statements for further details.

(j) Adjusted EBITDA attributable to activities that are or have been classified as

held for sale, which represents REV Brazil during the first and second

quarters of fiscal year 2021 and the REV coach and shuttle activities for

the same period last year.

(k) Reflects expenses associated with deferred payments of the purchase price to

Lance sellers.

(l) Reflects the losses recognized on the termination of our ABL 2017 facility and

Term loan. The loss consists entirely of the issuance costs of unamortized debt securities.

which were written off as part of this extinction.

(m) Reflects the provisional impact of net operating loss carryforwards resulting from

of the CARES law. Refer to Note 12, Income taxes, of the notes to

Unaudited Consolidated Financial Statements for more details.

(n) Income tax effect of adjustments using an effective tax rate of 26.5% for

the three and six months ended April 30, 2021 and April 30, 2020, with the exception of

certain transaction costs, impact of tax rate change and losses

attributable to assets held for sale.

Off-balance sheet provisions

We have not created, and are not party to, any special-purpose or off-balance
sheet entities for the purpose of raising capital, incurring debt or operating
our business. We do not have any off-balance sheet arrangements or relationships
with entities that are not consolidated into or disclosed in our consolidated
financial statements that have, or are reasonably likely to have, a material
current or future effect on our financial condition, revenues, expenses, results
of operations, liquidity, capital expenditures and capital resources. In
addition, we do not engage in trading activities involving non-exchange traded
contracts. Refer to Note 13, Commitments and Contingencies, of the Notes to
Condensed Unaudited Consolidated Financial Statements for additional discussion.

Critical accounting conventions and estimates

The preparation of consolidated financial statements in conformity with GAAP
requires us to make estimates, assumptions and judgments that affect amounts
reported in the consolidated financial statements and accompanying notes. Our
disclosures of critical accounting policies are reported in our Annual Report on
Form 10-K for the fiscal year ended October 31, 2020. In the first quarter of
fiscal year 2021, we adopted ASU 2016-13 relating to measurement of credit
losses on financial instruments, as discussed in Note 1 of the Notes to
Condensed Unaudited Consolidated Financial Statements.

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Recent accounting positions

Refer to Note 1 of the notes to the unaudited condensed consolidated financial statements for a discussion of the impact on our financial statements of the new accounting standards.

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