Terex - Earnings Call - Q3 2025

Executive Summary

• Q3 delivered mixed results: adjusted EPS of $1.50 beat consensus by ~24% while revenue of $1.39B modestly missed Street expectations; Environmental Solutions strength and a discrete $18M Aerials item lifted earnings, offsetting softer Aerials/MP demand and tariff headwinds.
• Management maintained full‑year outlook (net sales $5.3–$5.5B; adj. EPS $4.70–$5.10; EBITDA ~$640M; FCF $300–$350M; segment OP margin ~12%), despite expanded 232 tariffs now expected to impact FY EPS by ~-$0.70.
• Strategic pivot: announced merger with REV Group and intent to exit Aerials to reduce cyclicality; synergy target of $75M run‑rate by 2028 (~50% within 12 months of close). REV backlog cited at ~$4.5B with 2–2.5 years duration in specialty vehicles, supporting earnings visibility.
• Cash execution was a positive catalyst: free cash flow of $130M (200% conversion), liquidity of $1.3B, capex $24M, and continued capital returns (YTD $87M through dividends/buybacks); quarterly dividend of $0.17 was declared in October.

What Went Well and What Went Wrong

What Went Well

• Environmental Solutions continued to outperform: net sales $435M (+13.6% pro forma YoY) and adj. OP margin 18.3% (+160 bps vs pro forma Q3’24), driven by strong refuse collection vehicle throughput; Utilities remained solid.
• Cash generation and balance sheet: Q3 free cash flow of $130M (200% conversion) and $1.3B of liquidity, supporting both investment and shareholder returns.
• Portfolio transformation momentum: merger with REV and planned Aerials exit to rebalance toward less cyclical end‑markets; synergy plan of $75M run‑rate by 2028 with ~50% in first 12 months post‑close.

What Went Wrong

• Aerials softness persisted: net sales -13.2% YoY to $537M as North American rental customers curtailed growth capex; OP margin compressed to 8.4% (9.2% adj.) on lower volumes, mix, and tariffs (partly offset by a discrete ~$18M customs‑related benefit).
• Materials Processing declined: net sales down 6.1% YoY to $417M on lower North America concrete volumes; adj. OP margin slipped to 12.4% vs 13.3% in Q3’24.
• Tariffs escalating: expanded mid‑August 232 steel/aluminum measures to drive higher Q4 costs; management now expects ~-$0.70 EPS full‑year headwind from tariffs.

Transcript

Operator (participant)

Greetings and welcome to the Terex and REV Group Merger call. At this time, all participants are in listen-only mode. A brief question and answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Derek Everitt, Vice President of Investor Relations. Please go ahead.

Derek Everitt (VP of Investor Relations)

Good morning and thank you for joining us to discuss the planned merger of Terex Corporation and REV Group and Terex's intention to exit its Aerial Segment. A copy of the related press release and presentation slides are posted at investors.terex.com and investors.revgroup.com. The replay and slide presentation will also be available on those websites. This morning Terex also announced its third quarter 2025 earnings. The corresponding presentation and press release are posted at investors.terex.com. Please turn to slide 2 of the merger presentation which reflects our Safe Harbor statement. Today's conference call contains forward-looking statements which are subject to risks that could cause actual results to be materially different from those expressed or implied. These risks are described in greater detail in the presentation and in our reports filed with the SEC.

In addition, we will be discussing non-GAAP financial information we believe is useful in evaluating operating performance. Reconciliations for these non-GAAP measures can be found in the conference call materials. References to years are calendar years unless otherwise stated. Terex's fiscal year end is December 31st and REV's fiscal year end is October 31st. References to the merged company's financial year on a pro forma basis reflect these different fiscal years. On slide 3, we provide additional information and links to related documentation. Continuing to slide 4, today's presenters will be Terex President and Chief Executive Officer Simon Meester and REV Group President and Chief Executive Officer Mark Skonieczny. Jennifer Kong-Picarello, Terex Senior Vice President and Chief Financial Officer, and Amy Campbell, Chief Financial Officer of REV Group, will also be participating in the Q&A session that will follow the prepared remarks.

Please turn to slide 5 and I'll turn it over to Simon.

Simon Meester (President and CEO)

Thanks, Derek. Good morning everyone and thank you for joining us today as we launch a transformative new chapter for Terex and REV Group. Before we discuss this exciting new step, I want to take a brief moment to thank the Terex team for another solid quarter. We delivered $1.50 of EPS on sales of $1.4 billion with a cash conversion of 200% and are maintaining our full year outlook. The team continues to execute really well. We successfully completed the ESG integration and we're very excited about what's next. Today we are announcing the merger of two great companies to create a U.S.-centric large-scale specialty equipment manufacturer with iconic leading brands serving highly resilient and growing end markets.

The new combined company will be truly transformational in makeup and market served, with complementary operations, management systems, and channels. We have created the opportunity to unlock significant, readily achievable synergies, making the combined company stronger and more competitive. A win-win for our customers, our team members, and our shareholders. We believe the financial profile, growth potential, and leverage is highly attractive and will deliver significant value to Terex and REV Group shareholders. In addition to stronger, more predictable earnings and associated free cash flow, the combined company will have a low capital intensity profile, providing a solid foundation for future profit-enhancing and growth investments.

Let's move to slide 6 to review the transaction in more detail. Terex and REV have entered into a definitive agreement to merge in a stock and cash transaction that will result in Terex shareholders owning 58% and REV Group shareholders 42% of the combined company. This allows both Terex and REV shareholders to participate in the potential upside of the combined company. REV shareholders will also receive $425 million in cash consideration. The combined company will trade on the New York Stock Exchange under the current Terex stock ticker, TEX, and I will serve as CEO of the combined company, supported by a proven management team that reflects the strengths and capabilities of both organizations. At closing, the board will be comprised of seven directors from Terex and five from REV.

We expect to complete the merger in the first half of 2026, subject to customary closing conditions. Our teams have developed a detailed plan to deliver at least $75 million in annual synergies, contributing to the highly attractive financial profile of the new company. We're also announcing that we plan to exit our Aerial Segment and are evaluating a potential sale or spinoff. This exit will significantly reduce our exposure to cyclical end markets. Considering the achievement of synergies and the exit of the Aerial Segment, the merged company is expected to provide a mid-teens adjusted EBITDA margin profile in fiscal 2025 on a pro forma basis, near the top end of the specialty equipment peer group.

At closing, the combined company is expected to have a strong balance sheet and liquidity position with approximately 2.5x leverage on a pro forma basis, with the opportunity to delever further upon the exit of the Aerial business. Turn to slide 7 and I'll hand it over to Mark.

Mark Skonieczny (President and CEO)

Thanks, Simon, and good morning, everyone. Speaking on behalf of the REV team, I'm excited about joining forces with Terex and embarking on the next chapter of our transformation, becoming an even stronger company with new opportunities to leverage our combined scale and operating systems to drive product innovation and even greater efficiency. Both our teams have done a lot to transform our businesses over the past several years. We have taken steps to strengthen our respective portfolios by acquiring highly regarded businesses and making them even better while driving greater focus by divesting businesses that don't align with our strategic direction or financial thresholds. Over the past few years, the REV team has deployed its operating system to drive broad-based improvements within the business. We executed simplification and process flow improvements across our manufacturing footprint, worked diligently to improve safety, and invested in onboarding and training for our employees.

Our sourcing team fortified the supply chain through multi-sourcing initiatives that lowered costs and made material flow more dependable and less exposed to market disruptions, and we are now in the early stages of product simplification and commonization that we believe are the next steps in maximizing our operational potential. I am proud of the hard work and improvements delivered by our team over the past three years and believe the company has reached a level of performance that provides a foundation for even greater momentum. Combining with Terex is a unique opportunity that we believe will create meaningful value for our shareholders.

Simon Meester (President and CEO)

I agree, Mark. Terex went through a similar rationalization exercise in recent years, and when Terex acquired ESG last year, we took a significant step to strengthen our portfolio, improve our margin profile with higher and more predictable earnings and associated cash flow. The recently announced divestiture of our Italian crane business, that we expect to close very soon, was another step in that direction, and clearly merging with REV and exiting the Aerial Segments will take our performance to another level. All that said, we are still in the early innings of our strategic transformation with significant synergies to deliver and growth opportunities across each of our end market verticals. To continue to create shareholder value beyond this merger, let's turn to slide 8. We are merging two strong companies to produce a combination that will clearly be greater than the sum of the parts.

After completing the Aerial's exit and adding $75 million in synergy value, the pro forma company is expected to deliver EBITDA margins of about 14% with a cash conversion of approximately 85%. At $5.8 billion in revenue, we will have meaningful scale with a strong balance sheet, well positioned to continue to invest and create additional value for our shareholders. Moving to page nine, the combined company will be U.S. centric, competing in a diverse and balanced set of attractive end markets. Approximately 85% of the combined revenue will be generated in North America, with the vast majority from products that are made in our combined U.S. manufacturing network. The portfolio will be well balanced with about 40% of sales related to specialty vehicles, with the remainder split between Environmental Solutions and Materials Processing.

Each business has a demonstrated track record of delivering resilient and predictable operating results to a large degree because of the resilient end markets they serve. From a Terex perspective, the pro forma end market profile will be less cyclical than ever before in our history and by design, with nearly 60% of revenue associated with emergency vehicles and waste collection. A significant share of our volume is tied to essential services that are not subject to economic ebbs and flows like other markets. On the utility side, we expect accelerated growth for years ahead stemming from AI data centers and the need to significantly upgrade the U.S. power grid. We also continue to see growth for infrastructure spending in the United States, Europe, and around the world, which will benefit our Materials Processing business.

Turn to slide 10 and you will see a snapshot of some of our great products and brands. We are a leading player in each of these markets. As I mentioned earlier, with combined pro forma sales of $5.8 billion, the total addressable end market for our products provides significant opportunity for additional penetration and growth. Terex Utilities manufactures bucket trucks, digger derricks, and related products that enable linemen to work safely on live electrical transmission and distribution lines across North America, a key advantage to maximize grid uptime with emerging opportunities overseas. As a leading player in this space, we are increasing capacity and throughput within our current manufacturing footprint as we see share gain opportunities in this expanding market. Our ESG business is a leader in refuse collection vehicles, compactors, and related digital products.

The Heil brand is regarded as a technology leader with a full range of automated side loaders, front loaders, and multiple digital products. Our 3rd Eye digital platform is a meaningful and growing revenue stream on the refuse side of Environmental Solutions with extension opportunities across every vertical. In the center you will see examples of our extensive Materials Processing product range. Our Powerscreen and Finlay brands are global leaders in mobile crushing and screening within the broad aggregates industry, and relatively new brands such as Ecotec are leveraging core MP technology to expand into environmental and other adjacent markets. Examples of our industrial vehicles range include Advance, a market leader in front discharge cement mixers, and Fuchs material handlers sold to scrap recycling and port customers around the world.

Turning to specialty vehicles, REV has developed an extensive line of fire trucks and ambulances pulled under brands such as E-ONE, Spartan, AEV, and Wheeled Coach that are recognized as market leaders in quality and reliability by the first responder community. REV's nationwide customer base is supported by an expansive dealer network to ensure their vehicles are available to execute their life-saving duties. In addition, REV's niche portfolio of motorized recreational vehicles includes such leading brands as Fleetwood and Renegade. Turning to slide 11, common characteristics across many of our end markets include economic cycle resiliency through reliable replacement demand and aftermarket service, market growth supported by secular tailwinds, and the ability to differentiate through quality, technology, and life cycle support. The emergency response fleet, with the support of its dealer network, serves the nation's first responders.

From volunteers in small towns to the largest cities that own fleets of hundreds of fire trucks and ambulances and everything in between, we continue to see demographic trends including outward suburban expansion that leads to municipalities growing their fleets. REV has done an excellent job customizing its product offerings to align with the needs of its diverse customer base and vastly different infrastructure requirements. Its end customers have stable budgets supported by municipal tax receipts and departments that prioritize emergency vehicle replacement and fleet growth to maintain coverage requirements. There are similar dynamics in waste and recycling where growth is fueled by four main drivers, starting with population and economic growth, more consumption generating more trash, and second, disciplined vehicle replacement, particularly with the national fleets and large municipalities.

Third, accelerated replacement demand driven by innovation leading to lower total cost of collections from products such as automated side loaders that replace manual rear loaders and reduced emissions delivered by our CNG offerings, and finally, growth in digital solutions where we are the clear leader in the space within infrastructure. There's plenty of runway ahead with the allocated government spending with a clear need for more investments ahead. In the U.S. alone, the backlog of mega projects continues to grow, providing a tailwind through 2030 at least. Looking abroad, we are seeing infrastructure spending momentum across Europe, while the Middle East and India, where MP already has a strong presence, also continue to grow. Finally, the utilities market is also poised for significant end market growth. Demand on the U.S. electrical grid is increasing with the majority of data center related growth still yet to come.

Industry forecasts anticipate public power and independently owned utilities CapEx to grow between 8% and 15% per year through 2030. With this portfolio of leading businesses, we think we're very well positioned for growth for years to come. Let's turn to page 12 and I'll hand it over to Mark.

Mark Skonieczny (President and CEO)

Thanks, Simon. I agree the combined company is well positioned for sustained growth. The investments we have made in our respective operating systems will help ensure we capitalize on those growth opportunities and deliver the synergy value that we have defined here today. Through our operating systems, our companies have provided a framework designed to drive excellence across all aspects of our organization, from operational efficiency and innovation to customer satisfaction and employee development. By leveraging a structured set of tools, processes, and performance metrics, these programs ensure consistent execution of our strategic priorities, fostering sustainable growth and profitability. They empower teams at all levels to focus on continuous improvement, problem solving, and value delivery, creating measurable benefits for customers, employees, shareholders, and communities alike.

This disciplined approach will align the combined company toward achieving world-class results while reinforcing our commitment to being trusted leaders in the industries we serve while delivering value to our shareholders.

Simon Meester (President and CEO)

At Terex, we launched the Terex Operating System, which is very well aligned in its design and purpose with the REV system to accelerate continuous improvement and leverage our growing scale. We also refined the integration excellence playbook component of our operating system as we integrated ESG. Terex had muscle memory from its past and got it back in shape recently, setting us up well to execute this integration. Our organizations also share a performance-based culture. The combined team will be energized and fully capable of capitalizing on the many opportunities that lie ahead. Let's move to slide 13 to talk more about the $75 million in synergies. Our teams have already started to lay the groundwork for synergy realization. We have a detailed project plan and will hit the ground running the day we close.

We expect to achieve about half the $75 million run rate within the first 12 months. As we consolidate corporate activities and eliminate duplication, sourcing savings will ramp up, starting with simpler categories like MRO hardware, steel, and more standard material before moving into more customized engineered components. Ultimately, every category will be addressed by the team, resulting in a more resilient and cost-efficient supply base. On the operational side, we will build on the best practice sharing that has been done within both organizations and extend them across the company. The extensive U.S. footprint will provide greater optionality to increase domestic capacity, leveraging our combined capabilities.

We expect go-to-market synergies over time as we optimize distribution channels and customer relationships, and we see meaningful opportunities to extend our 3rd Eye digital platform in the fire and ambulance verticals in the future, building on the technology developed in refuse, which we have started to extend into our utilities and concrete businesses. The mission-critical status and intense conditions faced by first responders creates a natural use case for enhanced situational awareness for better maneuverability and safety provided by the 3rd Eye digital platform. We have a lot of exciting value creation opportunities and a track record of delivering. Turning to slide 14, with this transaction we are essentially re-baselining the new company with much more resiliency and predictability in both top and bottom line performance, in different end market mix, and an overall enhanced margin profile. As an example, we are significantly reducing our exposure to the cyclical construction markets.

We believe that equity markets value resilience, predictable earnings, and reward growth. The transformational actions we announced today hit both nodes. The exit of the Aerial Segment further enhances their profile by removing cyclicality in the combined business. With pro forma 2025 estimated EBITDA margin of 14%, we are creating a company with greater revenue growth potential and reduced earnings cyclicality that we believe is highly sought after by market participants. Moreover, our combined balance sheet provides optionality to take additional strategic steps over time to grow and further improve this attractive financial profile. Let's wrap up our prepared remarks on slide 15. Merging Terex and REV creates a large-scale specialty equipment manufacturer with a highly synergistic portfolio of leading businesses across a diverse set of attractive, growing, resilient markets. We see a strong fit between our cultures and our management systems.

We have the playbook, the muscle memory, and the team in place to execute our integration plan and unlock at least $75 million in annual synergy value. We will leverage our shared capabilities to outperform in our end markets and generate strong earnings and free cash flow. We purposely structured the transaction to result in a strong balance sheet and flexible capital structure to enable future organic and inorganic investments. I want to close by thanking the REV and Terex team members for their tireless efforts getting us to this point. I look forward to the exciting future ahead for our combined company, and with that I would like to open it up for questions. Operator.

Operator (participant)

Thank you, ladies and gentlemen. We will now begin the question and answer session. Please limit yourselves to one question, one follow-up only. Should you have a question, kindly press star followed by the number one on a touchtone phone, and you will hear a prompt that your hand has been raised. Should you wish to withdraw, kindly press star followed by the number one. Again, if you are using a speakerphone, please lift the handset before pressing any keys. Our first question comes from the line of Stephen Volkmann from Jefferies. Sir, please go ahead.

Stephen Volkmann (Managing Director)

Great. Thank you and good morning everybody and congratulations. I don't usually say that, but this seems like a lot of work and a big transaction, so best of luck on all that I guess. I'm curious maybe as a starting point, Simon, you talked about the sort of more stable profile and the cost synergies, which all kind of make sense. What are you thinking strategically relative to growth going forward? I know we listed some specific growth things, but they were mostly kind of stuff that I think we already thought Terex had. How does this kind of jumpstart growth for you over the next sort of five years or so?

Simon Meester (President and CEO)

Yes, Steve, thanks for the question and yeah, thank you. We are obviously very excited announcing the merger this morning.

We think it checks all the right boxes and, to your point, it creates a new, significantly less cyclical combined portfolio with attractive and growing addressable markets. Besides the synergies that this brings and the more predictable profile, we do see a lot of growth potential, as I mentioned in our prepared remarks, across all of our verticals. A lot of that is tied to just urban expansion, population growth, electrical grid upgrades, infrastructure investments, but also, you know, more waste and recycling. That's just the addressable markets as they grow. As this group comes together, we also see a lot of opportunities in customers that we both cover and products that we can develop together. I'm thinking about the digital use cases that we referenced in our prepared remarks, that we see use cases, for example, in some of the retail applications with our 3rd Eye products.

We see a lot of growth upside in both purely addressable market and in terms of revenue synergies.

Stephen Volkmann (Managing Director)

Okay, great. Maybe just the follow up relative to the AWP sale or spin. That's interesting from a timing perspective because I guess one might argue that things are sort of bumping along a bottom there. Why not sort of hold onto it until it's a better business and sell it at some other point?

Simon Meester (President and CEO)

Yeah, great question. We think that the Aerial's journey is very well documented on how it performs through the cycle. Our Aerial's business has a strong brand, strong team, strong footprint, strong legacy. We are excited about the product portfolio and its pipeline and, obviously, you know, the level playing field now that we have these two favorable anti-dumping rulings in both North America and in Europe.

We are convinced that there will be plenty of suitors out there who will recognize the through-cycle value that we believe the Aerial's business will bring to their portfolio. We think that that is transparent enough.

Stephen Volkmann (Managing Director)

Fair enough. Thank you.

Simon Meester (President and CEO)

Thank you.

Operator (participant)

Our next question comes from the line of Mircea Dobre from Baird. Sir, please go ahead.

Mircea Dobre (Associate Director of Research)

Thank you for taking the questions and good morning everyone. I guess I would have a question for Mark and this is a REV Group perspective here. I'm just sort of curious, Mark, to get your thoughts in terms of how this transaction came to be and how you evaluated value creation from the standpoint of the REV Group shareholders. Your specialty vehicles business has done well and you know, you're clearly on a path to expand margins with a lot more to come as we look at the next couple of years. That opportunity is still ahead. As you think about this business now being part of Terex, why does it make sense to enact this merger at this point? From a valuation standpoint, I don't know if I'm doing the math correctly, but it looks to me like the transaction implies about 11x EBITDA on 2026.

If that's correct.

How did you think about the right valuation framework to apply in this transaction?

Mark Skonieczny (President and CEO)

Yeah, sure.

Obviously, from how it came about just through the normal course of banker discussions and the opportunity that was presented, it was really compelling as we've said in our prepared remarks. As we also talked about, it's just a natural step in the transformation journey. I think, in the past we've talked about what kind of products that we'd be looking for, what kind of companies we'd be looking for, and obviously we've stressed something in the refuse or utility space was always on our radar. When you look at the leading brands that come together in this portfolio, it was just a natural fit for us, especially with the exit of the Aerials business.

When you put these two companies together, from a valuation perspective, when you look at the mix of the consideration, it treats both shareholders very well and it provides the ability to participate in the future upside of the combined company. The $425 million of cash consideration still leaves a strong balance sheet for the new company. If you look at our shareholders specifically, they continue to participate in the upside that you are quoting there, but also get to participate in the synergy realization, the $75 million, and to participate in the value unlock associated with the Aerial exit which we've included in the deck. That really was the construct and how we came about and how I looked at it both from an operational good, tangential products and ultimately the value creation that it gives our shareholders.

Mircea Dobre (Associate Director of Research)

Okay, thank you for that. My follow up, you know, $75 million of synergy, certainly not a bad number, but as a percentage of sales for the combined entity, it doesn't seem like a big hurdle. I'm kind of curious to what degree this number might prove conservative over time. We haven't really talked about RV. I know this has been part of the REV portfolio. Smaller business, perhaps less of a focus. Is RV considered for potential sale or divestiture in the near term as well? Thank you.

Mark Skonieczny (President and CEO)

Yeah, thanks, Mick. $75 million run rate going into 2028. We think 50% will be achieved within 12 months after closing. We have very similar operating systems, very similar cultures. We do think we will hit the ground running and we have a good pipeline. We just want to walk before we run.

I think, similarly to when we announced the ESG synergies, we just want to make sure that we manage the pipeline accordingly and obviously we're going to try to overdrive the number. That is the number that we're currently communicating and we're going to do our best to exceed that, to exceed the expectation. When it comes to the RV business, first and foremost we're going to focus on the things that we are announcing today: the new integration of the two companies, the execution on the synergies, and then the Aerial's exit. Going forward, we will continue to assess the effectiveness of our portfolio as both companies have done and will continue to do and make the right decisions for our shareholders.

Operator (participant)

Thank you. Our next question comes from the line of Jamie Cook from Truist. Please go ahead.

Jamie Cook (Managing Director of Equity Research)

Hi, good morning and congratulations on the transaction. I guess my first question, you know Simon, back to the unlocking of shareholder value. Key to that obviously is you guys either selling or spinning the access business. I'm just wondering, you know, your confidence level in sale versus spin and potential timing. Because if it's a spin, I guess I'd be probably more concerned with how the market would value the access business. First that, and then I guess my second question, wondering if you could talk a little more about the opportunity with 3rd Eye. You mentioned it a little in your prepared remarks and whether you know with the two combined companies what the aftermarket is as a percent of sales and is there a bigger aftermarket story here.

The ability to grow aftermarket and increase it as a percent of the total to again reduce the cyclicality and potentially improve margins further. Thank you.

Simon Meester (President and CEO)

Yeah, maybe I'll talk about Aerials and then maybe Mark, you can share a little bit your thoughts on digital in the applications that your business addresses. On Aerials, as I mentioned earlier, the Aerial's business is a great business. There's a lot of equity in the brands. There's obviously 60 years of history, part of the founders of that industry, and it's been a public reporting segment for almost 20 some years or so. We think it is very well known what the Aerial business does and can do through the cycle. It is a cyclical business, but there are suitors out there that like that kind of profile. We are not concerned that there won't be any suitors. Quite the opposite, we think there will be quite a few. For the simple matter, it's a very recognized business on how it performs through the cycle.

Mark, you want to take the digital question?

Mark Skonieczny (President and CEO)

Yeah, I think, Jamie, I won't address the aftermarket side, but obviously as I visit the facilities and look at the products, there's just a plug and play replacement for some of the cameras that we use, but also the back end software capabilities. We were in the beginning stages of looking at telematics and other things that that product offers. It's really an advancement of some of the things that we are doing from an innovation side. It really gives us an upper hand in advancing that. I would say the aftermarket part of that comes afterwards, obviously, but the initial install will be very favorable to the combined company, which is what we referred to. I think that we're excited about that and the opportunity and the advancement that this gives us on the innovation side, especially on the municipal based businesses like we've talked about.

Jamie Cook (Managing Director of Equity Research)

Thank you and congrats.

Simon Meester (President and CEO)

Thank you.

Operator (participant)

Next question comes from the line of David Raso from Evercore. Please go ahead.

David Raso (Senior Managing Director)

Hi. Thank you for the time. I was curious, Simon, the decision to exit Aerials, when was that strategic decision made? Was that something you thought about when you became CEO about two years ago? Was that already on the agenda or would you say it was more related to the potential swap here in businesses?

Simon Meester (President and CEO)

Yeah, you know, we have always had the intent to make our portfolio less cyclical. The first step, we kind of diluted the cyclical part of our portfolio by means of the ESG integration. I think that's exactly what happened. Our stock has shown more resiliency as a result of it in the last 12 months. It's been a very successful integration.

As this deal, you know, or this opportunity was presented to us, we just started to analyze and we saw the merit and we saw the clear value that it would bring to our shareholders. It would be that next step in terms of making the portfolio less cyclical. No, it's just something that's kind of evolved organically over the last couple of months. We felt that it was a really compelling case and hence the reason we pushed forward with it.

David Raso (Senior Managing Director)

Yeah, I'm just trying to get a sense of how far along are we already and you understanding who the potential buyers are. Are books out already? Just trying to get a sense of the timing.

If it's something you've thought of for a while and as you discussed, you feel like the earnings over the cycle are well understood enough, the timing of the sale, maybe you're a little less sensitive to than others could believe. Just curious, how far along are you in this process knowing who the potential buyers are and, you know, are the books already out?

Simon Meester (President and CEO)

Yeah, no, they're not out. Obviously, we talk to a lot of people just as you do. As I said, I think the business is well understood and I think it's also, as I mentioned a couple of times, very well documented on how it performs through the cycle.

I don't want to get into too much detail on who we're talking to and what's going on, but we're starting the process formally today and we feel confident that there will be plenty of suitors that will reach out to us over the next couple of days, weeks.

David Raso (Senior Managing Director)

Okay. But safe to say this is not ground zero starting the process. It's been something that's been in the works, at least enough. Okay, thank you very much. I appreciate it.

Simon Meester (President and CEO)

Thanks, David.

Operator (participant)

Thank you. Our next question comes from the line of Tim Thein from Raymond James, please go ahead.

Tim Thein (Managing Director)

Great, thank you. Good morning.

The question I had was on distribution, specifically as it relates to the Terex.

ESG segment and the Specialty Vehicles group of REV Group. I'm just curious if there's any overlap there. Thinking I know there's some mix of.

Direct sales as well as what goes through dealers.

I'm just thinking to the extent there's overlap or any potential channel conflict, just given that a lot of.

These specialty dealers will carry multiple lines and multiple brands.

I'm just thinking if that's.

Any issue that has to be thought through.

Thank you,

Mark Skonieczny (President and CEO)

Tim. This is Mark. From our perspective, and we've looked at that, there is no overlap across these channels, which is, again, the beauty of this transaction, bringing these complementary products together. There is no overlap that we're aware of that would cause an issue.

Tim Thein (Managing Director)

Got it. Okay.

I apologize if I missed it, but was there a timeline in terms of the AWP sale or spin, and then anything you can help us with respect.

To the tax basis so that.

Business as we think about those two potential options.

Simon Meester (President and CEO)

We have not communicated an explicit timeline, and we will keep you updated as material developments occur, but nothing else to share on that at this point.

Tim Thein (Managing Director)

Got it.

All right, thank you.

Operator (participant)

Thank you. Our next question comes from the line of Michael Shlisky from D.A. Davidson. Please go ahead.

Michael Shlisky (Managing Director and Senior Research Analyst)

Yes, hi, good morning. Thank you and congratulations. I wanted to circle back to Mig's questions and just kind of follow up there. Looking at the 2026 EBITDA for REV Group, Mark, it is looking like around 11x but you had some pretty sharp increases in your 2027, 2028. That 2028 outlook where you have much higher dollar than that, you know, 25%-35% higher by that point, roughly $75 million worth. I guess one, I want to make sure that you're not double counting. You're still on track to get that 2027, 2028 EBITDA goal that you've already stated. Secondly, this is all new synergies beyond that.

Secondly, I think the multiple is a lot lower or a bit lower when you consider that most of that number in 2027, 2028 is, I want to say it's in the bag, but it's largely booked because it's a lot of fire trucks. I'm just curious how you engage in discussions given what you know about where your dog is going as opposed to where it's been and the trailing EBITDA.

Mark Skonieczny (President and CEO)

Yeah, again, I think this transaction allows our shareholders to continue to participate in that, as you've seen in our quarterly results and the fact that we've been ahead of the targets for 2027. From the progression to those targets, we feel very good about the accomplishments that we've had so far to date with the throughput increases and the margin realization, as you're pointing out. This is not reflected at all of our inability to hit those. We are very confident in those numbers, and they obviously supported the deal when we looked at valuation for both sides of the shareholder base. I would say that, and then obviously the synergies on top, as you pointed out, give us value creation as well as the ability to participate in the unlock, like I said to MIG, on the Aerial exit on the side of the Terex house.

Ultimately, I think all that was taken into consideration when we did the deal. Okay.

Michael Shlisky (Managing Director and Senior Research Analyst)

Thank you. Secondly, I wanted to ask, the synergy outlook for the combined company, is that combined with Aerials or without? I guess I'm kind of curious. You'll get some synergies on purchasing steel and so forth post the merger. Rather, dis-synergies if and when you spin off the Aerials, and you'll have the opposite, we'll have a little bit less scale on buying steel and other components. I guess I want to know, is it net or is it gross, the current synergy expectation?

Jennifer Kong-Picarello (SVP and CFO)

This is Jen. That's the net amount. We have taken into account the synergies.

Michael Shlisky (Managing Director and Senior Research Analyst)

Great, thanks.

Mark Skonieczny (President and CEO)

Thank you.

Operator (participant)

Thank you. Our next question comes from the line of Kyle Menges from Citigroup. Please go ahead.

Kyle Menges (VP and Equity Research Analyst)

Thanks for taking the questions and congratulations on the deal. I am curious how you're thinking about integration of these two entities over time. Looks like there's some operational cost revenue synergies, especially between the Environmental Solutions segment and REV Group's businesses, but also looks like these two will kind of run as individual segments. Any thoughts there would be helpful.

Simon Meester (President and CEO)

Yeah, thanks for the question. First of all, in terms of integration, the plumbing, so to speak, will follow the same playbook that we used for the ESG integration. We think we have a strong process there and a strong track record on doing these kind of integrations. The way we will complete the segments makeup, so to speak, is that the REV segment will become a dedicated third segment to the Terex portfolio.

Kyle Menges (VP and Equity Research Analyst)

Got it.

On synergies, it feels like the bulk of cost and revenue synergy would be between the ES segment and REV Group. Curious what the synergy is between REV Group and Materials Processing and just how you think Materials Processing, how that segment fits in the portfolio.

Simon Meester (President and CEO)

Yeah, the big swings are obviously the corporate cost synergies because we're merging two public companies and then there's multiple efficiencies in SG&A and supply chain and logistics. Also, in terms of our shared services footprint, there are synergies there and then a big one in terms of manufacturing best practices. One of the examples I'd like to call out is if you look at how our utilities margins, for example, have improved over the last 12 months just by the virtue of now reporting into the ES segment, you can see how those manufacturing best practices can really drive margins up.

Those are the big swings in terms of synergies between the two companies.

Kyle Menges (VP and Equity Research Analyst)

Got it. Thank you.

Simon Meester (President and CEO)

Thank you.

Operator (participant)

Our last question comes from the line of Angel Castillo from Morgan Stanley. Please go ahead.

Angel Castillo (Executive Director and Head of U.S. Machinery and Construction Equity Research)

Hi, good morning everyone and congrats on the deal announcement. Simon, just wanted to go back to the point on cyclicality on Aerials to really understand, and I think this has been asked in a number of different ways, but just wanted to touch on it a little bit more. Given you don't need the proceeds to kind of delever to a reasonable range here, why not keep Aerials as a means of maintaining some diversification in terms of end market exposure near term? Maybe that's just a different way of asking, basically, if you don't mind expanding on some of the implications of the intention to sell Aerials, on your view of either the near term upside opportunity associated with U.S. rate cycle or improvement there, and also the longer term views of the ability of Aerials to achieve mid teens margins through the cycle.

I believe that was the longer term target.

If you could just talk about.

You know, are these positives getting pushed?

Out to the right.

Any structural changes to kind of how you look at that business would be helpful.

Simon Meester (President and CEO)

Yeah, thanks for the question. We're basically, with this merger, we wanted to re-baseline the company. That's what we wanted to do.

So.

With the REV Group and our Materials Processing segment and our Environmental Solutions segment, we're basically becoming a new company. What we want to pursue is a more predictable, much less cyclical kind of earnings profile. That's what we want to do with the company going forward. We believe that Aerials is a proven business, it's a strong business. There is a lot of upside coming from the mega projects alone in the U.S., and obviously we see now Europe starting to invest in infrastructure, public construction as well, which will fuel further demand. We're not going to get into guiding for 2026 here on this call today, but we think there is a lot of upside for the Aerial business for years to come and then combine it with, I think, a well-documented, proven track record on how it performs through the cycle.

We think it's a very nice business to own for anyone.

Angel Castillo (Executive Director and Head of U.S. Machinery and Construction Equity Research)

That's very helpful, thank you. Maybe could you touch on, you know, I guess comment on what you kind of perceive would be the fair value for this business given the current demand backdrop and everything you just discussed. Importantly, as it pertains to potentially different avenues to divest, any concerns over the current geopolitical kind of environment and whether that limits the potential range of interested parties in these assets. I guess I'm asking because there's been other construction OEMs who put on pause some intentions to sell assets due to geopolitical challenges, maybe limiting international parties from moving forward. Just curious if you could comment on that.

Simon Meester (President and CEO)

Yeah, I'm not going to comment on any kind of valuation. I think that would be too premature on this call. In terms of its appeal, I mean it's one of the leading brands in its space. It's a very strong business with a strong brand. We have a level playing field in its addressable market, which means that there's no immediate risk for any kind of dumping activities in North America and Europe. It's an attractive end market and it has a pretty strong U.S. base. Quite honestly, I see it as the exact opposite. I see it as a very interesting asset that could give any owner a meaningful footprint in a very attractive end market and a big part of that being the United States and Europe, which is about 90% of it anyway, if not more. I see it as the completely opposite.

I think it's a very attractive asset to own.

Angel Castillo (Executive Director and Head of U.S. Machinery and Construction Equity Research)

Very helpful. Thank you, and again, congrats.

Simon Meester (President and CEO)

Thank you.

Operator (participant)

We have a question from Steve Barger from KeyBanc. Sir, please go ahead.

Steve Barger (Managing Director and Equity Research Analyst)

Hi. Thanks for getting me in, and sorry I didn't have time to look this up, but can you tell me the dollar amount and duration in years of REV Group's backlog and maybe the concentration of it by product category, if you report that

Mark Skonieczny (President and CEO)

We don't.

Report it by product category. Amy, you want to take that. $4.5 billion all in and two to two and a half year backlog. I won't comment on that.

Amy Campbell (CFO)

You answered the question pretty well there, Mark.

No, that's correct.

We have a $4.5 billion backlog. We do break that out. $4.2 billion of that and what we.

Consider our Specialty Vehicle segment, about $300 million, is in our Recreational Vehicle segment.

That two to two and a half year backlog is strictly for those fire trucks and ambulances.

Steve Barger (Managing Director and Equity Research Analyst)

Got it. There are other fire truck and municipally oriented companies out there that in some cases have higher than current margins embedded in backlog due to strong pricing. Is that the case with REV Group as well?

Amy Campbell (CFO)

Yes.

We have the same.

During the pandemic, we saw backlogs for.

Special for fire and emergency equipment manufacturers increase across really all brands and you.

All of the providers of that equipment have been working through those backlogs and continue to work through those backlogs.

Steve Barger (Managing Director and Equity Research Analyst)

Got it. Thanks very much.

Operator (participant)

Thank you. That concludes our question and answer session. I'd now like to turn the call back to Mr. Simon Meester for closing remarks.

Simon Meester (President and CEO)

All right, thank you. Thank you for your questions today. I want to just re-emphasize how excited we are by today's announcement. We are merging two great companies, creating a low cyclical portfolio with strong synergies, a better margin profile, a U.S.-centric footprint, leading brands, and last but not least, a low capital intense kind of structure. We're very excited on how this sets up and develops value that it brings to our shareholders. With that, I want to thank you. If you have any additional questions, please follow up with the respective investor relation leads. Operator, please disconnect the call.

Operator (participant)

This concludes today's session. You may now disconnect.