blbd-20260328

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 March 28, 2026


☐			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 1, 2026, 31,646,589 shares of the registrant’s common stock, $0.0001 par value, and 1 share of the registrant's preferred stock, $0.0001 par value, having voting rights equivalent to 2,702,180 shares of the registrant's common stock, were outstanding. The preferred stock was issued in connection with an acquisition that closed on April 1, 2026. See Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Quarterly Report for a more detailed discussion of this transaction.

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			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.			34
Item 4. Controls and Procedures.			34
PART II – OTHER INFORMATION			35
Item 1. Legal Proceedings.			35
Item 1A. Risk Factors.			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			35
Item 5. Other Information.			36
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)	March 28, 2026		September 27, 2025
Assets
Current assets
Cash and cash equivalents	$	275,893	$	229,313
Accounts receivable, net	12,940		20,650
Inventories	144,765		139,470
Other current assets	32,969		22,195
Total current assets	$	466,567	$	411,628

Property, plant and equipment, net	$	117,868	$	108,541
Goodwill	18,825		18,825
Intangible assets, net	40,750		41,685
Equity investment in affiliates	39,204		35,197
Deferred tax assets	—		2,697

Pension	4,664		4,889
Other assets	1,486		1,793
Total assets	$	689,364	$	625,255
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	127,124	$	151,479
Warranty	7,235		7,494
Accrued expenses	53,752		55,164
Deferred warranty income	12,015		11,329

Other current liabilities	49,156		6,333
Current portion of long-term debt	5,000		5,000
Total current liabilities	$	254,282	$	236,799
Long-term liabilities
Revolving credit facility	$	—	$	—
Long-term debt	82,982		85,324
Warranty	9,540		9,681
Deferred warranty income	23,292		22,368
Deferred tax liabilities	8,189		5,439

Other liabilities	13,151		10,229

Total long-term liabilities	$	137,154	$	133,041
Guarantees, commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at March 28, 2026 and September 27, 2025	$	—	$	—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,646,589 and 31,884,721 shares issued and outstanding at March 28, 2026 and September 27, 2025, respectively	3		3
Additional paid-in capital	197,690		195,466
Retained earnings	128,302		88,193
Accumulated other comprehensive loss	(28,067)		(28,247)

Total stockholders' equity	$	297,928	$	255,415
Total liabilities and stockholders' equity	$	689,364	$	625,255

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)	March 28, 2026		March 29, 2025		March 28, 2026		March 29, 2025
Net sales	$	352,635	$	358,851	$	685,719	$	672,723
Cost of goods sold	281,988		287,997		543,843		541,552
Gross profit	$	70,647	$	70,854	$	141,876	$	131,171
Operating expenses
Selling, general and administrative expenses	31,529		37,143		65,081		64,418
Operating profit	$	39,118	$	33,711	$	76,795	$	66,753
Interest expense	(1,545)		(1,813)		(3,111)		(3,728)
Interest income	1,929		1,258		3,910		2,826
Other (expense) income, net	(2,922)		444		(3,133)		3,360

Income before income taxes	$	36,580	$	33,600	$	74,461	$	69,211
Income tax expense	(9,102)		(9,129)		(18,221)		(17,822)
Equity in net income of non-consolidated affiliates	1,823		1,575		3,817		3,379
Net income	$	29,301	$	26,046	$	60,057	$	54,768

Earnings per share:
Basic weighted average shares outstanding	31,629,376		31,917,407		31,703,272		32,072,354
Diluted weighted average shares outstanding	32,430,122		32,885,993		32,558,241		33,152,066
Basic earnings per share	$	0.93	$	0.82	$	1.89	$	1.71
Diluted earnings per share	$	0.90	$	0.79	$	1.84	$	1.65

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				Six Months Ended
(in thousands of dollars)	March 28, 2026		March 29, 2025		March 28, 2026		March 29, 2025
Net income	$	29,301	$	26,046	$	60,057	$	54,768
Other comprehensive income, net of tax:
Net change in defined benefit pension plan	90		52		180		105

Total other comprehensive income	$	90	$	52	$	180	$	105
Comprehensive income	$	29,391	$	26,098	$	60,237	$	54,873

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)


	Six Months Ended
(in thousands of dollars)	March 28, 2026		March 29, 2025
Cash flows from operating activities
Net income	$	60,057	$	54,768
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	8,045		7,710
Non-cash interest expense	158		167
Share-based compensation expense	4,027		9,940
Equity in net income of non-consolidated affiliates	(3,817)		(3,379)

Loss on disposal of fixed assets	51		285


Deferred income tax expense (benefit)	5,390		(3,962)
Amortization of deferred actuarial pension losses	236		139

Changes in assets and liabilities:
Accounts receivable	7,710		43,313
Inventories	(5,295)		(36,034)
Other assets	(10,241)		(10,955)
Accounts payable	(25,101)		9,929
Accrued expenses, pension and other liabilities	43,120		(17,741)

Total adjustments	$	24,283	$	(588)
Total cash provided by operating activities	$	84,340	$	54,180
Cash flows from investing activities
Cash paid for fixed assets	$	(13,319)	$	(13,616)
Equity investment in affiliates (Note 11)	(190)		(500)

Total cash used in investing activities	$	(13,509)	$	(14,116)
Cash flows from financing activities



Term loan repayments	$	(2,500)	$	(2,500)
Principal payments on finance leases	—		(604)



Repurchase of common stock in connection with repurchase programs (Note 12)	(19,948)		(30,053)
Repurchase of common stock in connection with stock award exercises	(2,574)		(4,412)
Cash received from stock option exercises	771		567

Total cash used in financing activities	$	(24,251)	$	(37,002)
Change in cash and cash equivalents	46,580		3,062
Cash and cash equivalents at beginning of period	229,313		127,687
Cash and cash equivalents at end of period	$	275,893	$	130,749




Supplemental disclosures of cash flow information
Cash paid or received during the period:
Interest paid	$	2,993	$	4,048
Interest received	(3,926)		(2,761)
Income tax paid, net of tax refunds	7,360		30,695
Non-cash investing and financing activities:
Changes in accounts payable for capital additions to property, plant and equipment	$	2,873	$	2,521





Right-of-use assets obtained in exchange for operating lease obligations	3,713		—

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		Shares	Amount		Total Stockholders' Equity
Balance, December 27, 2025	31,679,557	$	3	$	195,532	—	$	—	$	(28,157)	$	103,990	—	$	—	$	271,368



Restricted stock activity	14,015	—		(197)		—	—		—		—		—	—		(197)
Stock option activity	54,687	—		685		—	—		—		—		—	—		685

Share-based compensation expense	—	—		1,670		—	—		—		—		—	—		1,670
Share repurchases (Note 12)	(101,670)	—		—		—	—		—		(4,989)		—	—		(4,989)


Net income	—	—		—		—	—		—		29,301		—	—		29,301
Other comprehensive income, net of tax	—	—		—		—	—		90		—		—	—		90