blbd-20240629

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ................................ to ...............................................

Commission File Number 001-36267

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 46-3891989

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

3920 Arkwright Road, 2nd Floor, Macon, Georgia 31210

(Address of principal executive offices and zip code)

(478) 822-2801

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

BLBD

NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated Filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At August 2, 2024, 32,355,645 shares of the registrant’s common stock, $0.0001 par value, were outstanding.

BLUE BIRD CORPORATION

FORM 10-Q

TABLE OF CONTENTS



PART I – FINANCIAL INFORMATION			2
Item 1. Financial Statements (Unaudited)			2
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Comprehensive Income			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Stockholders' Equity (Deficit)			7
Notes to Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			35
Item 4. Controls and Procedures.			36
PART II – OTHER INFORMATION			37
Item 1. Legal Proceedings.			37
Item 1A. Risk Factors.			37

Item 5. Other Information.			37
Item 6. Exhibits.			37
SIGNATURES			38

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands of dollars, except for share data)	June 29, 2024		September 30, 2023
Assets
Current assets
Cash and cash equivalents	$	88,416	$	78,988
Accounts receivable, net	34,006		12,574
Inventories	144,537		135,286
Other current assets	8,738		9,215
Total current assets	$	275,697	$	236,063

Property, plant and equipment, net	$	97,608	$	95,101
Goodwill	18,825		18,825
Intangible assets, net	44,022		45,424
Equity investment in affiliate	28,715		17,619
Deferred tax assets	—		2,182
Finance lease right-of-use assets	507		1,034
Other assets	2,696		1,518
Total assets	$	468,070	$	417,766
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	128,144	$	137,140
Warranty	6,796		6,711
Accrued expenses	36,817		32,894
Deferred warranty income	9,075		8,101
Finance lease obligations	1,124		583
Other current liabilities	10,618		24,391
Current portion of long-term debt	5,000		19,800
Total current liabilities	$	197,574	$	229,620
Long-term liabilities
Revolving credit facility	$	—	$	—
Long-term debt	91,158		110,544
Warranty	8,700		8,723
Deferred warranty income	17,978		15,022
Deferred tax liabilities	4,620		2,513
Finance lease obligations	6		987
Other liabilities	8,757		7,955
Pension	1,994		2,404
Total long-term liabilities	$	133,213	$	148,148
Guarantees, commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at June 29, 2024 and September 30, 2023	$	—	$	—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 32,331,161 and 32,165,225 shares outstanding at June 29, 2024 and September 30, 2023, respectively	3		3
Additional paid-in capital	193,869		177,861
Retained earnings (accumulated deficit)	25,184		(55,700)
Accumulated other comprehensive loss	(31,491)		(31,884)
Treasury stock, at cost, 1,782,568 shares at June 29, 2024 and September 30, 2023	(50,282)		(50,282)
Total stockholders' equity	$	137,283	$	39,998
Total liabilities and stockholders' equity	$	468,070	$	417,766

The accompanying notes are an integral part of these condensed consolidated financial statements.

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
(in thousands of dollars except for share data)	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net sales	$	333,367	$	294,284	$	996,942	$	829,830
Cost of goods sold	264,014		248,534		800,392		740,974
Gross profit	$	69,353	$	45,750	$	196,550	$	88,856
Operating expenses
Selling, general and administrative expenses	29,625		26,328		82,798		66,365
Operating profit	$	39,728	$	19,422	$	113,752	$	22,491
Interest expense	(2,107)		(4,507)		(8,550)		(13,895)
Interest income	990		246		3,132		258
Other expense, net	(2,729)		(6,421)		(5,918)		(6,999)
Loss on debt refinancing or modification	—		—		(1,558)		(537)
Income before income taxes	$	35,882	$	8,740	$	100,858	$	1,318
Income tax expense	(9,938)		(1,884)		(26,645)		(292)
Equity in net income of non-consolidated affiliate	2,767		2,502		6,671		4,168
Net income	$	28,711	$	9,358	$	80,884	$	5,194

Earnings per share:
Basic weighted average shares outstanding	32,305,396		32,073,497		32,238,805		32,044,581
Diluted weighted average shares outstanding	33,653,447		32,598,938		33,222,354		32,335,381
Basic earnings per share	$	0.89	$	0.29	$	2.51	$	0.16
Diluted earnings per share	$	0.85	$	0.29	$	2.43	$	0.16

The accompanying notes are an integral part of these condensed consolidated financial statements.

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Nine Months Ended
(in thousands of dollars)	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net income	$	28,711	$	9,358	$	80,884	$	5,194
Other comprehensive income, net of tax:
Net change in defined benefit pension plan	131		227		393		681

Total other comprehensive income	$	131	$	227	$	393	$	681
Comprehensive income	$	28,842	$	9,585	$	81,277	$	5,875

The accompanying notes are an integral part of these condensed consolidated financial statements.

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
(in thousands of dollars)	June 29, 2024		July 1, 2023
Cash flows from operating activities
Net income	$	80,884	$	5,194
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	10,913		12,077
Non-cash interest expense	305		1,124
Share-based compensation expense	7,017		2,229
Equity in net income of non-consolidated affiliate	(6,671)		(4,168)
Dividend from equity investment in affiliate	2,991		—
Loss on disposal of fixed assets	33		13


Deferred income tax expense	4,165		522
Amortization of deferred actuarial pension losses	516		896
Loss on debt refinancing or modification	1,558		537
Changes in assets and liabilities:
Accounts receivable	(21,432)		1,105
Inventories	(9,251)		13,808
Other assets	680		(228)
Accounts payable	(9,961)		27,953
Accrued expenses, pension and other liabilities	(5,987)		23,069

Total adjustments	$	(25,124)	$	78,937
Total cash provided by operating activities	$	55,760	$	84,131
Cash flows from investing activities
Cash paid for fixed assets	$	(10,137)	$	(6,390)

Total cash used in investing activities	$	(10,137)	$	(6,390)
Cash flows from financing activities
Revolving credit facility borrowings (Note 4)	$	36,220	$	45,000
Revolving credit facility repayments	(36,220)		(65,000)
Term loan borrowings - new credit agreement (Note 4)	100,000		—
Term loan repayments (Note 4)	(134,300)		(14,850)
Principal payments on finance leases	(440)		(425)
Cash paid for debt costs (Note 4)	(3,128)		(3,272)


Repurchase of common stock in connection with stock award exercises	(301)		(57)
Cash received from stock option exercises	1,974		1,119

Total cash used in financing activities	$	(36,195)	$	(37,485)
Change in cash, cash equivalents, and restricted cash	9,428		40,256
Cash, cash equivalents, and restricted cash at beginning of period	78,988		10,479
Cash, cash equivalents, and restricted cash at end of period	$	88,416	$	50,735


	Nine Months Ended
(in thousands of dollars)	June 29, 2024		July 1, 2023

Supplemental disclosures of cash flow information
Cash paid or received during the period:
Interest paid, net of interest received	$	4,725	$	12,202
Income tax paid (received), net of tax refunds	18,856		(33)
Non-cash investing and financing activities:
Changes in accounts payable for capital additions to property, plant and equipment	$	2,336	$	745





Right-of-use assets obtained in exchange for operating lease obligations	1,682		199
Warrants issued for equity investment in affiliate	7,416		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)


	Three Months Ended
(in thousands of dollars, except for share data)	Common Stock					Convertible Preferred Stock							Treasury Stock
	Shares	Par Value		Additional Paid-In-Capital		Shares	Amount		Accumulated Other Comprehensive Loss		(Accumulated Deficit) Retained Earnings		Shares	Amount		Total Stockholders' Equity (Deficit)
Balance, March 30, 2024	32,299,065	$	3	$	191,216	—	$	—	$	(31,622)	$	(3,527)	1,782,568	$	(50,282)	$	105,788



Restricted stock activity	18,896	—		—		—	—

SEC Form 10-Q filed by Blue Bird Corporation