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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 7, 2024
 
 
BLUE BIRD CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 001-36267 46-3891989
(State or Other Jurisdiction of
Incorporation)		 (Commission File Number) (IRS 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)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par valueBLBDNASDAQ Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐


ITEM 2.02        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The information regarding the results of operations and financial condition of Blue Bird Corporation (the “Company”) responsive to this Item 2.02, and contained in Exhibit 99.1 filed herewith, is incorporated into this Item 2.02 by reference.
 
ITEM 7.01        REGULATION FD DISCLOSURE

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The Company, which is the leading independent designer and manufacturer of school buses, announced it will present via live web cast its fiscal 2024 third quarter financial results on August 7, 2024. A live web cast is scheduled at approximately 4:30 p.m. Eastern Time. Speakers on the web cast will include: Philip Horlock, Chief Executive Officer; Razvan Radulescu, Chief Financial Officer; and other company leaders.

The webcast can be accessed through a link on the investor relations page of Company’s web site at http://blue-bird.com. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of at least 12 months.

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS
(d)     Exhibits

Exhibit No.     Description

99.1        Press release of the Company, dated August 7, 2024.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                    
                                    
Blue Bird Corporation
Dated:August 7, 2024/s/ Ted M. Scartz
Ted M. Scartz
Senior VP and General Counsel




Exhibit Index
 
Exhibit No.        Description
99.1            Press release of the Company, dated August 7, 2024.



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BLUE BIRD REPORTS FISCAL 2024 THIRD QUARTER RECORD RESULTS;
RAISES 2024 GUIDANCE AND LONG-TERM OUTLOOK

Net Sales of $333M, up 13% and GAAP Net Income of $29M, up $19M
Record Quarterly Adj. EBITDA of $48M, up $19M with 2,151 Buses Sold
FY2024 Adj. EBITDA Guidance Raised to $175M or 13% of Revenue
Long-Term Adj. EBITDA Margin Outlook Raised to 15%

MACON, Ga. (August 7, 2024) – Blue Bird Corporation (“Blue Bird”) (Nasdaq: BLBD), the leader in electric and low-emission school buses, announced today its fiscal 2024 third quarter results.

Highlights
(in millions except Unit Sales and EPS data)Three Months Ended June 29, 2024B/(W) Prior YearNine Months Ended June 29, 2024B/(W) Prior Year
Unit Sales2,151 14 6,534 136 
GAAP Measures:
Revenue$333.4 $39.1 $996.9 $167.1 
Net Income$28.7 $19.4 $80.9 $75.7 
Diluted EPS$0.85 $0.56 $2.43 $2.27 
Non-GAAP Measures1:
Adjusted EBITDA$48.2 $18.6 $141.6 $94.4 
Adjusted Net Income$30.5 $16.1 $89.5 $76.4 
Adjusted Diluted EPS$0.91 $0.47 $2.69 $2.28 
1 Reconciliation to relevant GAAP metrics shown below

“I am incredibly proud of our team’s achievements in delivering another outstanding result and record profit in the third quarter,” said Phil Horlock, CEO of Blue Bird Corporation. “The Blue Bird team continued to exceed expectations, improving operations, driving new orders, and expanding our leadership in alternative-powered buses. Market demand remains very strong with over 5,200 units in our order backlog. Unit sales were up slightly from last year, revenue grew by 13% to $333 million, and Adjusted EBITDA hit a record $48 million with a 14.5% margin.

In our push to expand our leadership in alternative-powered school buses, we delivered over 200 electric-powered buses this quarter, nearly 40% more than last year. We also saw strong growth in EV orders from the EPA’s Clean School Bus Program, ending the quarter with over 560 EV orders in our backlog. Following the nearly $1 billion funding from Phase 1 of the $5 billion program, we’re excited for new EV orders over the next year from Phases 2 and 3, which provide another $2 billion in funding. These buses need to be delivered by the end of 2026, and we’re working aggressively with our dealers and school districts, confident in the continued, exciting growth ahead for Blue Bird.

Based on our strong year-to-date performance, we’ve increased our full-year financial guidance for Adjusted EBITDA to $175 million, with a 13% margin. This will be an all-time full-year record for Blue Bird, and we look forward to sustained profitable growth in the coming years, particularly as the global supply-chain recovery progresses.”

FY2024 Guidance Increased and Long-Term Outlook Raised

“We are very pleased with the third quarter results, with the highest ever quarterly Adj. EBITDA” said Razvan Radulescu, CFO of Blue Bird Corporation. “Our business transformation continues to yield great results, and ahead of the plan we have been messaging. We are raising our full-year guidance for Net Revenue to $1.30-1.33 Billion, Adj. EBITDA to $170-180 million (13.1% - 13.5% margin) and Adj. Free Cash Flow to $80-90 million. Additionally, we are raising our long-term profit outlook towards an Adjusted EBITDA margin of 15% on ~$2 billion in revenues.”

1

Fiscal 2024 Third Quarter Results

Net Sales
Net sales were $333.4 million for the third quarter of fiscal 2024, an increase of $39.1 million, or 13.3%, from the third quarter of last year. Bus sales increased $37.8 million, reflecting a 13.2% increase in average sales price per unit, resulting from pricing actions taken by management as well as product and customer mix changes, as well as a 0.7% increase in units booked. In the third quarter of fiscal 2024, 2,151 units were booked compared with 2,137 units booked for the same period in fiscal 2023. The small increase in units sold was primarily due to customer and product mix changes, although both quarters were negatively impacted by supply chain constraints that limited the Company's ability to produce and deliver buses due to shortages of critical components. Additionally, Parts sales increased $1.3 million, or 5.5%, for the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023. This increase is primarily attributed to price increases, driven by ongoing inflationary pressures, as well as higher fulfillment volumes and slight variations due to product and channel mix.

Gross Profit
Third quarter gross profit of $69.4 million represented an increase of $23.6 million from the third quarter of last year. The increase was primarily driven by the $39.1 million increase in net sales, discussed above, and partially offset by an increase of $15.5 million in cost of goods sold. The increase in cost of goods sold was primarily driven by increased inventory costs, as the average cost of goods sold per unit for the third quarter of fiscal 2024 was 5.8% higher compared to the third quarter of fiscal 2023, primarily due to increases in manufacturing costs attributable to a) increased raw materials costs resulting from ongoing inflationary pressures and b) ongoing supply chain disruptions that resulted in higher purchase costs for components.

Net Income
Net income was $28.7 million for the third quarter of fiscal 2024, which was a $19.4 million increase from the third quarter of last year. The increase was primarily driven by the $23.6 million increase in gross profit, discussed above. Partially offsetting this was the corresponding $8.1 million increase in income tax expense.

Adjusted Net Income
Adjusted net income was $30.5 million, representing an increase of $16.1 million compared with the same period last year, primarily due to the $19.4 million increase in net income, discussed above.

Adjusted EBITDA
Adjusted EBITDA was $48.2 million, which was an increase of $18.6 million compared with the third quarter last year. This increase primarily results from the $19.4 million increase in net income as a result of the factors discussed above.

Fiscal 2024 Year-to-Date Results

Net Sales
Net sales were $996.9 million for the nine months ended June 29, 2024, an increase of $167.1 million, or 20.1%, compared with the same period in fiscal 2023. Bus sales increased $162.4 million, or 21.5%, reflecting a 18.9% increase in average sales price per unit, primarily driven by pricing actions taken by management in response to increased inventory purchase costs, and a 2.1% increase in units booked. There were 6,534 units booked in the nine months ended June 29, 2024 compared with 6,398 units booked during the same period in fiscal 2023. The increase in units sold was primarily due to slight improvements in supply chain constraints impacting the Company's ability to produce and deliver buses due to shortages of critical components during the first nine months of fiscal 2024 relative to the same period in fiscal 2023. Parts sales increased $4.7 million, or 6.4%, for the nine months ended June 29, 2024 compared with the nine months ended July 1, 2023. This increase is primarily attributed to price increases, driven by ongoing inflationary pressures, as well as higher fulfillment volumes and slight variations due to product and channel mix.

2

Gross Profit
Gross profit for the nine months ended June 29, 2024 was $196.6 million, an increase of $107.7 million compared with the same period in the prior year. The increase was primarily driven by the $167.1 million increase in net sales, discussed above. This was partially offset by an increase of $59.4 million in cost of goods sold, primarily driven by the 2.1% increase in units booked and increased inventory costs, as the average cost of goods sold per unit for the nine months ended June 29, 2024 was 6.1% higher compared to the nine months ended July 1, 2023, primarily due to increases in manufacturing costs attributable to a) increased raw materials costs resulting from ongoing inflationary pressures and b) ongoing supply chain disruptions that resulted in higher purchase costs for components.

Net Income
Net income was $80.9 million for the nine months ended June 29, 2024, which was a $75.7 million increase from the same period in the prior year. The increase in net income was primarily driven by the $107.7 million increase in gross profit, discussed above. This was partially offset by a corresponding $26.4 million increase in income tax expense.

Adjusted Net Income
Adjusted net income for the nine months ended June 29, 2024 was $89.5 million, an increase of $76.4 million compared with the same period last year, primarily due to the $75.7 million increase in net income, discussed above.

Adjusted EBITDA
Adjusted EBITDA was $141.6 million for the nine months ended June 29, 2024, an increase of $94.4 million compared with the same period in the prior year. This is primarily due to the $75.7 million increase in net income, discussed above, and the corresponding $26.4 million increase in income tax expense.

Conference Call Details

Blue Bird will discuss its third quarter 2024 results in a conference call at 4:30 PM ET today. Participants may listen to the audio portion of the conference call either through a live audio webcast on the Company's website or by telephone. The slide presentation and webcast can be accessed via the Investor Relations portion of Blue Bird's website at www.blue-bird.com.

•Webcast participants should log on and register at least 15 minutes prior to the start time on the Investor Relations homepage of Blue Bird’s website at http://investors.blue-bird.com. Click the link in the events box on the Investor Relations landing page.

•Participants desiring audio only should dial 404-975-4839 or 833-470-1428



A replay of the webcast will be available approximately two hours after the call concludes via the same link on Blue Bird’s website.

About Blue Bird Corporation

Blue Bird (NASDAQ: BLBD) is recognized as a technology leader and innovator of school buses since its founding in 1927. Our dedicated team members design, engineer and manufacture school buses with a singular focus on safety, reliability, and durability. School buses carry the most precious cargo in the world – 25 million children twice a day – making them the most trusted mode of student transportation. The company is the proven leader in low- and zero-emission school buses with more than 20,000 propane, natural gas, and electric powered buses in operation today. Blue Bird is transforming the student transportation industry through cleaner energy solutions. For more information on Blue Bird's complete product and service portfolio, visit www.blue-bird.com.

3

Key Non-GAAP Financial Measures We Use to Evaluate Our Performance

This press release includes the following non-GAAP financial measures “Adjusted EBITDA,” "Adjusted EBITDA Margin," "Adjusted Net Income," "Adjusted Diluted Earnings per Share," “Free Cash Flow” and “Adjusted Free Cash Flow”. Adjusted EBITDA and Free Cash Flow are financial metrics that are utilized by management and the board of directors, as and when applicable, to determine (a) the annual cash bonus payouts, if any, to be made to certain employees based upon the terms of the Company’s Management Incentive Plan, and (b) whether the performance criteria have been met for the vesting of certain equity awards granted annually to certain members of management based upon the terms of the Company’s Omnibus Equity Incentive Plan. Additionally, consolidated EBITDA, which is an adjusted EBITDA metric defined by our Amended Credit Agreement that could differ from Adjusted EBITDA discussed above as the adjustments to the calculations are not uniform, is used to determine the Company's ongoing compliance with several financial covenant requirements, including being utilized in the denominator of the calculation of the Total Net Leverage Ratio. Accordingly, management views these non-GAAP financial metrics as key for the above purposes and as a useful way to evaluate the performance of our operations as discussed further below.

Adjusted EBITDA is defined as net income or loss prior to interest income; interest expense including the component of operating lease expense (which is presented as a single operating expense in selling, general and administrative expenses in our U.S. GAAP financial statements) that represents interest expense on lease liabilities; income taxes; and depreciation and amortization including the component of operating lease expense (which is presented as a single operating expense in selling, general and administrative expenses in our U.S. GAAP financial statements) that represents amortization charges on right-of-use lease assets; as adjusted for certain non-cash charges or credits that we may record on a recurring basis such as share-based compensation expense and unrealized gains or losses on certain derivative financial instruments; net gains or losses on the disposal of assets as well as certain charges such as (i) significant product design changes; (ii) transaction related costs; or (iii) discrete expenses related to major cost cutting and/or operational transformation initiatives. While certain of the charges that are added back in the Adjusted EBITDA calculation, such as transaction related costs and operational transformation and major product redesign initiatives, represent operating expenses that may be recorded in more than one annual period, the significant project or transaction giving rise to such expenses is not considered to be indicative of the Company’s normal operations. Accordingly, we believe that these, as well as the other credits and charges that comprise the amounts utilized in the determination of Adjusted EBITDA described above, should not be used in evaluating the Company’s ongoing annual operating performance.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net sales. Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance defined in accordance with U.S. GAAP. The measures are used as a supplement to U.S. GAAP results in evaluating certain aspects of our business, as described below.

We believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Diluted Earnings per Share are useful to investors in evaluating our performance because the measures consider the performance of our ongoing operations, excluding decisions made with respect to capital investment, financing, and certain other significant initiatives or transactions as outlined in the preceding paragraph. We believe the non-GAAP measures offer additional financial metrics that, when coupled with the GAAP results and the reconciliation to GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Diluted Earnings per Share should not be considered as alternatives to net income or GAAP earnings per share as an indicator of our performance or as alternatives to any other measure prescribed by GAAP as there are limitations to using such non-GAAP measures. Although we believe the non-GAAP measures may enhance an evaluation of our operating performance based on recent revenue generation and product/overhead cost control because they exclude the impact of prior decisions made about capital investment, financing, and other expenses, (i) other companies in Blue Bird’s industry may define Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Diluted Earnings per Share differently than we do and, as a result, they may not be comparable to similarly titled measures used by other companies in Blue Bird’s industry, and (ii) Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Diluted Earnings per Share exclude certain financial information that some may consider important in evaluating our performance.

We compensate for these limitations by providing disclosure of the differences between Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Diluted Earnings per Share and GAAP results, including providing a reconciliation to GAAP results, to enable investors to perform their own analysis of our operating results.

4

Our measures of “Free Cash Flow” and "Adjusted Free Cash Flow" are used in addition to and in conjunction with results presented in accordance with GAAP and free cash flow and adjusted free cash flow should not be relied upon to the exclusion of GAAP financial measures. Free cash flow and adjusted free cash flow reflect an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

We define Free Cash Flow as total cash provided by/used in operating activities as adjusted for net cash paid for the acquisition of fixed assets and intangible assets. We use Free Cash Flow, and ratios based on Free Cash Flow, to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe it is a more conservative measure of cash flow since purchases of fixed assets and intangible assets are a necessary component of ongoing operations.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements include statements in this press release regarding guidance, seasonality, product mix and gross profits and may include statements relating to:

•Inherent limitations of internal controls impacting financial statements
•Growth opportunities
•Future profitability
•Ability to expand market share
•Customer demand for certain products
•Economic conditions (including tariffs) that could affect fuel costs, commodity costs, industry size and financial conditions of our dealers and suppliers
•Labor or other constraints on the Company’s ability to maintain a competitive cost structure
•Volatility in the tax base and other funding sources that support the purchase of buses by our end customers
•Lower or higher than anticipated market acceptance for our products
•Other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions

These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The factors described above, as well as risk factors described in reports filed with the SEC by us (available at www.sec.gov), could cause our actual results to differ materially from estimates or expectations reflected in such forward-looking statements.

Contact:
Mark Benfield
Investor Relations
(478) 822-2315
Mark.Benfield@blue-bird.com
5

BLUE BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands of dollars, except for share data)June 29, 2024September 30, 2023
Assets
Current assets
Cash and cash equivalents$88,416 $78,988 
Accounts receivable, net34,006 12,574 
Inventories144,537 135,286 
Other current assets8,738 9,215 
Total current assets$275,697 $236,063 
Property, plant and equipment, net$97,608 $95,101 
Goodwill18,825 18,825 
Intangible assets, net44,022 45,424 
Equity investment in affiliate28,715 17,619 
Deferred tax assets— 2,182 
Finance lease right-of-use assets507 1,034 
Other assets2,696 1,518 
Total assets$468,070 $417,766 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable$128,144 $137,140 
Warranty6,796 6,711 
Accrued expenses36,817 32,894 
Deferred warranty income9,075 8,101 
Finance lease obligations1,124 583 
Other current liabilities10,618 24,391 
Current portion of long-term debt5,000 19,800 
Total current liabilities$197,574 $229,620 
Long-term liabilities
Revolving credit facility$— $— 
Long-term debt91,158 110,544 
Warranty8,700 8,723 
Deferred warranty income17,978 15,022 
Deferred tax liabilities4,620 2,513 
Finance lease obligations6 987 
Other liabilities8,757 7,955 
Pension1,994 2,404 
Total long-term liabilities$133,213 $148,148 
Guarantees, commitments and contingencies
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 capital193,869 177,861 
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 

6

BLUE BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months EndedNine Months Ended
(in thousands of dollars except for share data)June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Net sales$333,367 $294,284 $996,942 $829,830 
Cost of goods sold264,014 248,534 800,392 740,974 
Gross profit$69,353 $45,750 $196,550 $88,856 
Operating expenses
Selling, general and administrative expenses29,625 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 income990 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 outstanding32,305,396 32,073,497 32,238,805 32,044,581 
Diluted weighted average shares outstanding33,653,447 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 

7

BLUE BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
(in thousands of dollars)June 29, 2024July 1, 2023
Cash flows from operating activities
Net income$80,884 $5,194 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense10,913 12,077 
Non-cash interest expense305 1,124 
Share-based compensation expense7,017 2,229 
Equity in net income of non-consolidated affiliate(6,671)(4,168)
Dividend from equity investment in affiliate2,991 — 
Loss on disposal of fixed assets33 13 
Deferred income tax expense4,165 522 
Amortization of deferred actuarial pension losses516 896 
Loss on debt refinancing or modification
1,558 537 
Changes in assets and liabilities:
Accounts receivable(21,432)1,105 
Inventories(9,251)13,808 
Other assets680 (228)
Accounts payable(9,961)27,953 
Accrued expenses, pension and other liabilities(5,987)23,069 
Total adjustments$(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$36,220 $45,000 
Revolving credit facility repayments(36,220)(65,000)
Term loan borrowings - new credit agreement100,000 — 
Term loan repayments(134,300)(14,850)
Principal payments on finance leases(440)(425)
Cash paid for debt costs(3,128)(3,272)
Repurchase of common stock in connection with stock award exercises(301)(57)
Cash received from stock option exercises1,974 1,119 
Total cash used in financing activities$(36,195)$(37,485)
Change in cash, cash equivalents, and restricted cash9,428 40,256 
Cash, cash equivalents, and restricted cash at beginning of period78,988 10,479 
Cash, cash equivalents, and restricted cash at end of period$88,416 $50,735 
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 obligations1,682 199 
Warrants issued for equity investment in affiliate
7,416 — 
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Reconciliation of Net Income to Adjusted EBITDA
Three Months EndedNine Months Ended
(in thousands of dollars)June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Net income$28,711 $9,358 $80,884 $5,194 
Adjustments:
Interest expense, net (1)1,214 4,353 5,729 13,923 
Income tax expense9,938 1,884 26,645 292 
Depreciation, amortization, and disposals (2)4,055 5,481 12,253 13,477 
Operational transformation initiatives— 196 — 1,133 
Share-based compensation expense
2,474 941 7,017 2,229 
Stockholder transaction costs— 5,509 3,154 6,252 
Loss on debt refinancing or modification
— — 1,558 537 
Other2 293 (81)574 
Subtotal (Adjusted EBITDA as previously presented)$46,394 $28,015 $137,159 $43,611 
Micro Bird Holdings, Inc. total interest expense, net; income tax expense or benefit; depreciation expense and amortization expense
1,852 1,650 4,442 3,606 
Adjusted EBITDA
$48,246 $29,665 $141,601 $47,217 
Adjusted EBITDA margin (percentage of net sales)
14.5 %10.1 %14.2 %5.7 %
(1) Includes $0.1 million for both the three months ended June 29, 2024 and July 1, 2023, and $0.3 million for both the nine months ended June 29, 2024 and July 1, 2023, representing interest expense on operating lease liabilities, which are a component of lease expense and presented as a single operating expense in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations.
(2) Includes $0.3 million and $0.5 million for the three months ended June 29, 2024 and July 1, 2023, respectively, and $1.3 million for both the nine months ended June 29, 2024 and July 1, 2023, representing amortization charges on right-of-use lease assets, which are a component of lease expense and presented as a single operating expense in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations.



Reconciliation of Free Cash Flow to Adjusted Free Cash Flow
Three Months EndedNine Months Ended
(in thousands of dollars)June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Net cash provided by operating activities$989 $39,415 $55,760 $84,131 
 Cash paid for fixed assets(4,494)(2,650)(10,137)(6,390)
   Free cash flow
$(3,505)$36,765 $45,623 $77,741 
Cash paid for operational transformation initiatives— 196 — 1,133 
Cash paid for stockholder transaction costs— 5,509 3,154 6,252 
Cash paid for other items2 293 (81)574 
Adjusted free cash flow(3,503)42,763 48,696 85,700 

9

Reconciliation of Net Income to Adjusted Net Income
Three Months EndedNine Months Ended
(in thousands of dollars)June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Net income$28,711 $9,358 $80,884 $5,194 
Adjustments, net of tax benefit or expense (1)
Operational transformation initiatives— 145 — 838 
Share-based compensation expense1,831 696 5,193 1,649 
Stockholder transaction costs— 4,077 2,334 4,626 
Loss on debt modification— — 1,153 397 
Other1 217 (60)425 
Adjusted net income, non-GAAP$30,543 $14,493 89,504 13,129 
(1) Amounts are net of estimated tax rates of 26%.





Reconciliation of Diluted EPS to Adjusted Diluted EPS
Three Months EndedNine Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Diluted earnings per share$0.85 $0.29 $2.43 $0.16 
One-time charge adjustments, net of tax benefit or expense0.06 0.15 0.26 0.25 
Adjusted diluted earnings per share, non-GAAP$0.91 $0.44 $2.69 $0.41 
Adjusted weighted average dilutive shares outstanding33,653,447 32,598,938 33,222,354 32,335,381 















10
v3.24.2.u1
Cover Page Document
Aug. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 07, 2024
Entity Registrant Name BLUE BIRD CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-36267
Entity Tax Identification Number 46-3891989
Entity Address, Address Line One 3920 Arkwright Road
Entity Address, Address Line Two 2nd Floor
Entity Address, City or Town Macon
Entity Address, State or Province GA
Entity Address, Postal Zip Code 31210
City Area Code 478
Local Phone Number 822-2801
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(g) Security Common stock, $0.0001 par value
Trading Symbol BLBD
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001589526
Amendment Flag false
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