blbd-20210403

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 April 3, 2021


☐			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 May 7, 2021, 27,153,872 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 Loss			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Stockholders' Deficit			6
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			33
Item 4. Controls and Procedures.			33
PART II – OTHER INFORMATION			34
Item 1. Legal Proceedings.			34
Item 1A. Risk Factors.			34

Item 6. Exhibits.			34
SIGNATURES			35

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)	April 3, 2021		October 3, 2020
Assets
Current assets
Cash and cash equivalents	$	18,722	$	44,507
Accounts receivable, net	6,502		7,623
Inventories	91,960		56,523
Other current assets	7,141		8,243
Total current assets	$	124,325	$	116,896
Property, plant and equipment, net	105,597		103,372
Goodwill	18,825		18,825
Intangible assets, net	50,448		51,632
Equity investment in affiliate	13,969		14,320
Deferred tax assets	4,828		4,365
Finance lease right-of-use assets	6,234		6,983
Other assets	1,757		1,022
Total assets	$	325,983	$	317,415
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	80,843	$	57,602
Warranty	7,438		8,336
Accrued expenses	15,775		15,773
Deferred warranty income	8,038		8,540
Finance lease obligations	1,303		1,280
Other current liabilities	10,052		10,217
Current portion of long-term debt	12,375		9,900
Total current liabilities	$	135,824	$	111,648
Long-term liabilities

Long-term debt	$	156,433	$	164,204
Warranty	11,743		13,038
Deferred warranty income	12,686		14,048
Deferred tax liabilities	477		254
Finance lease obligations	5,208		5,879
Other liabilities	15,076		14,315
Pension	41,124		47,259
Total long-term liabilities	$	242,747	$	258,997
Guarantees, commitments and contingencies (Note 6)
Stockholders' deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at April 3, 2021 and October 3, 2020	$	—	$	—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 27,153,872 and 27,048,404 shares outstanding at April 3, 2021 and October 3, 2020, respectively	3		3
Additional paid-in capital	91,078		88,910
Accumulated deficit	(35,697)		(33,464)
Accumulated other comprehensive loss	(57,690)		(58,397)
Treasury stock, at cost, 1,782,568 shares at April 3, 2021 and October 3, 2020	(50,282)		(50,282)
Total stockholders' deficit	$	(52,588)	$	(53,230)
Total liabilities and stockholders' deficit	$	325,983	$	317,415

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				Six Months Ended
(in thousands of dollars except for share data)	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net sales	$	164,698	$	255,412	$	295,132	$	408,629
Cost of goods sold	146,205		231,243		262,171		363,160
Gross profit	$	18,493	$	24,169	$	32,961	$	45,469
Operating expenses
Selling, general and administrative expenses	17,361		19,858		32,051		40,353
Operating profit	$	1,132	$	4,311	$	910	$	5,116
Interest expense	(2,334)