blbd-20250628

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 28, 2025


☐			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 1, 2025, 31,707,943 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			7
Notes to Condensed Consolidated Financial Statements			9
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 2. Unregistered Sales of Equity Securities and Use of Proceeds.			34
Item 5. Other Information.			35
Item 6. Exhibits.			36
SIGNATURES			37

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 28, 2025		September 28, 2024
Assets
Current assets
Cash and cash equivalents	$	173,066	$	127,687
Accounts receivable, net	21,108		59,099
Inventories	151,042		127,798
Other current assets	15,457		8,795
Total current assets	$	360,673	$	323,379

Property, plant and equipment, net	$	103,837	$	97,322
Goodwill	18,825		18,825
Intangible assets, net	42,152		43,554
Equity investment in affiliates	35,913		32,089
Deferred tax assets	5,008		2,399
Finance lease right-of-use assets	—		332
Pension	7,070		4,649
Other assets	1,972		2,345
Total assets	$	575,450	$	524,894
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	150,158	$	143,156
Warranty	7,190		7,166
Accrued expenses	45,391		55,775
Deferred warranty income	10,801		9,421
Finance lease obligations	—		975
Other current liabilities	10,039		14,480
Current portion of long-term debt	5,000		5,000
Total current liabilities	$	228,579	$	235,973
Long-term liabilities
Revolving credit facility	$	—	$	—
Long-term debt	86,493		89,994
Warranty	9,384		9,013
Deferred warranty income	20,988		18,541
Deferred tax liabilities	—		2,783
Finance lease obligations	—		6
Other liabilities	8,159		9,020

Total long-term liabilities	$	125,024	$	129,357
Guarantees, commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at June 28, 2025 and September 28, 2024	$	—	$	—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,480,251 and 32,268,022 shares issued and outstanding at June 28, 2025 and September 28, 2024, respectively	3		3
Additional paid-in capital	195,872		185,977
Retained earnings	52,230		—
Accumulated other comprehensive loss	(26,258)		(26,416)

Total stockholders' equity	$	221,847	$	159,564
Total liabilities and stockholders' equity	$	575,450	$	524,894

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 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales	$	398,011	$	333,367	$	1,070,734	$	996,942
Cost of goods sold	312,083		264,014		853,635		800,392
Gross profit	$	85,928	$	69,353	$	217,099	$	196,550
Operating expenses
Selling, general and administrative expenses	35,859		29,625		100,277		82,798
Operating profit	$	50,069	$	39,728	$	116,822	$	113,752
Interest expense	(1,738)		(2,107)		(5,466)		(8,550)
Interest income	1,483		990		4,309		3,132
Other (expense) income, net	(580)		(2,729)		2,780		(5,918)
Loss on debt refinancing	—		—		—		(1,558)
Income before income taxes	$	49,234	$	35,882	$	118,445	$	100,858
Income tax expense	(12,375)		(9,938)		(30,197)		(26,645)
Equity in net (loss) income of non-consolidated affiliates	(404)		2,767		2,975		6,671
Net income	$	36,455	$	28,711	$	91,223	$	80,884

Earnings per share:
Basic weighted average shares outstanding	31,556,312		32,305,396		31,899,623		32,238,805
Diluted weighted average shares outstanding	32,581,820		33,653,447		33,023,743		33,222,354
Basic earnings per share	$	1.16	$	0.89	$	2.86	$	2.51
Diluted earnings per share	$	1.12	$	0.85	$	2.76	$	2.43

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 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net income	$	36,455	$	28,711	$	91,223	$	80,884
Other comprehensive income, net of tax:
Net change in defined benefit pension plan	53		131		158		393

Total other comprehensive income	$	53	$	131	$	158	$	393
Comprehensive income	$	36,508	$	28,842	$	91,381	$	81,277

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 28, 2025		June 29, 2024
Cash flows from operating activities
Net income	$	91,223	$	80,884
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	11,671		10,913
Non-cash interest expense	249		305
Share-based compensation expense	12,910		7,017
Equity in net income of non-consolidated affiliates	(2,975)		(6,671)
Dividend from equity investment in affiliates	—		2,991
Loss on disposal of fixed assets	316		33


Deferred income tax (benefit) expense	(5,442)		4,165
Amortization of deferred actuarial pension losses	209		516
Loss on debt refinancing	—		1,558
Changes in assets and liabilities:
Accounts receivable	37,991		(21,432)
Inventories	(23,244)		(9,251)
Other assets	(8,709)		680
Accounts payable	7,305		(9,961)
Accrued expenses, pension and other liabilities	(10,408)		(5,987)

Total adjustments	$	19,873	$	(25,124)
Total cash provided by operating activities	$	111,096	$	55,760
Cash flows from investing activities
Cash paid for fixed assets	$	(18,215)	$	(10,137)
Equity investment in affiliates (Note 12)	(850)		—

Total cash used in investing activities	$	(19,065)	$	(10,137)
Cash flows from financing activities
Revolving credit facility borrowings	$	—	$	36,220
Revolving credit facility repayments	—		(36,220)
Term loan borrowings	—		100,000
Term loan repayments	(3,750)		(134,300)
Principal payments on finance leases	(981)		(440)
Cash paid for debt costs	—		(3,128)


Repurchase of common stock in connection with repurchase program (Note 13)	(38,993)		—
Repurchase of common stock in connection with stock award exercises	(4,412)		(301)
Cash received from stock option exercises	1,484		1,974

Total cash used in financing activities	$	(46,652)	$	(36,195)
Change in cash and cash equivalents	45,379		9,428
Cash and cash equivalents at beginning of period	127,687		78,988
Cash and cash equivalents at end of period	$	173,066	$	88,416


	Nine Months Ended
(in thousands of dollars)	June 28, 2025		June 29, 2024
Supplemental disclosures of cash flow information
Cash paid or received during the period:
Interest paid	$	5,710	$	7,856
Interest received	(4,132)		(3,131)
Income tax paid, net of tax refunds	43,594		18,856
Non-cash investing and financing activities:
Changes in accounts payable for capital additions to property, plant and equipment	$	1,573	$	2,336



Warrants issued for equity investment in affiliate (note 12)	—		7,416

Right-of-use assets obtained in exchange for operating lease obligations	—		1,682

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

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(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		Retained Earnings (Accumulated Deficit)		Shares	Amount		Total Stockholders' Equity
Balance, March 29, 2025	31,674,003	$	3	$	191,985	—	$	—	$	(26,311)	$	24,715	—	$	—	$	190,392




Stock option activity	51,497	—		916		—	—		—		—		—	—		916

Share-based compensation expense	—	—		2,971		—	—		—		—		—	—		2,971
Share repurchases (Note 13)	(245,249)	—		—		—	—		—		(8,940)		—	—		(8,940)


Net income	—	—		—		—	—		—		36,455		—	—		36,455
Other comprehensive income, net of tax	—	—		—		—	—		53		—		—	—		53
Balance, June 28, 2025	31,480,251	$	3