Form 8-K Blue Bird Corp For: Aug 10
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E-mailUNITED 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 10, 2022
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 2022 third quarter financial results on August 10, 2022 . A live web cast is scheduled at approximately 4:30 p.m. Eastern Time. Speakers on the web cast will include: Matthew Stevenson, President and 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 10, 2022 .
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: | /s/ Ted M. Scartz | |||||||
| Ted M. Scartz | ||||||||
| Senior VP and General Counsel | ||||||||
Exhibit Index
Exhibit No. Description
BLUE BIRD REPORTS FISCAL 2022
THIRD QUARTER RESULTS;
RECOVERY PLAN YIELDING RESULTS DESPITE CONTINUED CHALLENGING ENVIRONMENT;
FOCUSED ON ELECTRIC VEHICLE GROWTH
Net Sales of $206.1M and GAAP Net Loss of $6.4M
Adjusted EBITDA of $8.8M with 1,726 Buses Sold
Margin Expansion as Pricing Takes Hold
Strong Backlog of $700M and 6,300 Units
Electric Type C & D Bus Backlog of 380+ units
MACON, Ga. (August 10, 2022) – Blue Bird Corporation (“Blue Bird”) (Nasdaq: BLBD), the leader in electric and low-emission school buses, announced today its fiscal 2022 third quarter results.
Highlights
| (in millions except Unit Sales and EPS data) | Three Months Ended July 2, 2022 | B/(W) 2021 | Nine Months Ended July 2, 2022 | B/(W) 2021 | |||||||||||||||||||
| Unit Sales | 1,726 | (298) | 4,806 | 38 | |||||||||||||||||||
| GAAP Measures: | |||||||||||||||||||||||
| Revenue | $ | 206.1 | $ | 9.4 | $ | 543.0 | $ | 51.2 | |||||||||||||||
| Net Income | $ | (6.4) | $ | (10.8) | $ | (22.7) | $ | (24.8) | |||||||||||||||
| Diluted Earnings per Share | $ | (0.20) | $ | (0.36) | $ | (0.74) | $ | (0.82) | |||||||||||||||
Non-GAAP Measures1: | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 8.8 | $ | (4.4) | $ | 1.7 | $ | (24.8) | |||||||||||||||
| Adjusted Net Loss | $ | (2.9) | $ | (8.1) | $ | (15.0) | $ | (21.7) | |||||||||||||||
| Adjusted Diluted Loss per Share | $ | (0.09) | $ | (0.28) | $ | (0.49) | $ | (0.73) | |||||||||||||||
1 Reconciliation to relevant GAAP metrics shown below
“The Blue Bird team continued to execute a rigorous plan to improve operations, reduce fixed costs, and recover economics through pricing. All new bus orders reflected a 25% price increase year over year. In addition, we partnered with our valued dealer network to recover substantial pricing on backlog units. Our previously forecasted plan is starting to pay off in 2H 2022, despite continued inflationary pressures and global supply chain disruptions,” said Matthew Stevenson, President and CEO of Blue Bird Corporation. “Demand for Blue Bird’s best-in-class school buses remains strong and we have expanded our leadership position in zero- and low-emission school buses with firm orders of over 380 electric school buses. We expect demand for our EV school buses to further increase as the EPA’s 2022 Clean School Bus Rebate Program will accelerate adoption of zero-emission student transportation across the United States.”
Added Stevenson: “Blue Bird continues to expand its portfolio of innovative products and services to develop a complete EV ecosystem for school districts, bus fleet operators, and its dealer network. We recently launched our Blue Bird Energy Services business which provides a comprehensive charging infrastructure for EV buses, including site engineering, permitting, construction, customizable hardware and software, warranties, and maintenance. We are also building on our collaboration with Lightning eMotors. Together, we announced a flexible Class 5-6 electric chassis which will enable a broad range of zero-emission vehicles, including last-mile delivery step vans, motorhomes, and other specialty vehicles. Upfitters have responded favorably to our groundbreaking electric
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vehicle platform. Next, we will team up again to launch a repower program in 2023 for gasoline- and propane-powered Blue Bird Vision Type C school buses. Blue Bird customers can future-proof their school bus fleet by purchasing gasoline- or propane-powered vehicles and converting them easily and cost-effectively to zero-emission, electric buses when needed in the years to come. The repower program represents an excellent bridge strategy to the electrification for school bus fleets. All these developments clearly demonstrate that Blue Bird is well-positioned to shape the future of the student transportation industry.”
2022 Guidance Revised
"We delivered strong improvement in our results in the third quarter, in-line-with our plan communicated during our previous earnings call. Margins are on track and improving, and aggressive cost control measures are in place. Despite these improvements, as we look ahead to Q4, production levels are still constrained by supply chain disruptions, and a recent temporary but critical supply shortage is limiting our EV production” said Razvan Radulescu, CFO of Blue Bird Corporation. “With the supply-constraint lower volumes, combined with the EV semiconductor part shortage, we are revising our guidance for fiscal 2022 to Net Revenue of $750-800M, Adj. EBITDA of $5-15M and Adj. Free Cash Flow of $(45)-(35)M, with the Free Cash Flow being driven by peaked inventory levels at the end of Q3.”
Fiscal 2022 Third Quarter Results
Net Sales
Net sales were $206.1 million for the third quarter of fiscal 2022, an increase of $9.4 million, or 4.8%, from prior year period. Bus sales increased $4.9 million, reflecting a 20.4% increase in average sales price per unit, which was partially offset by a 14.7% decrease in units booked. In the third quarter of fiscal 2022, 1,726 units were booked compared to 2,024 units booked for the same period in fiscal 2021. The decrease in units sold was primarily due to constraints in the Company's ability to produce and deliver buses due to shortages of critical components. The 20.4% increase in unit price for the third quarter of fiscal 2022 compared to the same period in fiscal 2021 reflects pricing actions taken by management as well as product and customer mix changes. Additionally, Parts sales increased $4.5 million for the third quarter of fiscal 2022 compared to the third quarter of fiscal 2021. This increase is primarily attributed to (a) more schools offering in-person learning during the 2021/2022 school year when compared with the 2020/2021 school year, which increased school bus units in operation and thus increased bus repair and maintenance activities and (b) pricing actions taken by management to offset increases in purchased parts costs.
Gross Profit
Third quarter gross profit of $21.6 million represented a decrease of $4.6 million from the third quarter of last year. The decrease was primarily driven by increases in manufacturing costs attributable to a) increased raw materials costs resulting from ongoing inflationary pressures, b) supply chain disruptions that resulted in higher purchase costs for components and freight and c) increased manufacturing inefficiencies resulting from the shortage of certain critical components that required more off-line labor to produce buses. Gross profit margin declined 2.8 points to 10.5%.
Net (Loss) Income
Net (loss) income was $(6.4) million for the third quarter of fiscal 2022, which was a $10.8 million decrease compared to the same period last year. The decrease in income was primarily driven by the $4.6 million decrease in gross profit, discussed above. Also contributing was an increase of $2.4 million in SG&A, primarily due to an increase in professional services, largely relating to several cost cutting and operational transformation initiatives. Additionally, there was a $1.0 million increase in income tax expense.
Adjusted Net (Loss) Income
Adjusted Net (Loss) Income was $(2.9) million, representing a decrease of $8.1 million compared with the same period last year. This decrease is primarily due to the $10.8 million increase in net loss, partially offset by a $3.0 million increase in operational transformation initiatives, net of tax.
Adjusted EBITDA
Adjusted EBITDA was $8.8 million, which was a decrease of $4.4 million compared with the third quarter last year. This decrease primarily results from the $10.8 million decrease in net income, as a result of the factors discussed above. This decrease was partially offset by a $4.1 million increase in operational transformation initiatives, $1.1 million increase in interest expense and $1.0 million increase in income tax expense as a result of the factors discussed above.
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Conference Call Details
Blue Bird will discuss its third quarter 2022 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 1-844-826-3035 or 1-412-317-5195
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. Blue Bird buses carry the most precious cargo in the world – the majority of 25 million children twice a day – making us the most trusted brand in the industry. 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.
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 to determine (a) the annual cash bonus payouts, if any, to be made to certain members of management 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; (iii) discrete expenses related to major cost cutting and/or operational transformation initiatives; or (iv) costs directly attributed to the COVID-19 pandemic. 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.
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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.
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
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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
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BLUE BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands of dollars, except for share data) | July 2, 2022 | October 2, 2021 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 26,509 | $ | 11,709 | |||||||
| Accounts receivable, net | 13,004 | 9,967 | |||||||||
| Inventories | 216,725 | 125,206 | |||||||||
| Other current assets | 9,901 | 9,191 | |||||||||
| Total current assets | $ | 266,139 | $ | 156,073 | |||||||
| Property, plant and equipment, net | 102,124 | 105,482 | |||||||||
| Goodwill | 18,825 | 18,825 | |||||||||
| Intangible assets, net | 47,936 | 49,443 | |||||||||
| Equity investment in affiliate | 11,312 | 14,817 | |||||||||
| Deferred tax assets | 10,706 | 4,413 | |||||||||
| Finance lease right-of-use assets | 4,363 | 5,486 | |||||||||
| Other assets | 1,765 | 1,481 | |||||||||
| Total assets | $ | 463,170 | $ | 356,020 | |||||||
| Liabilities and Stockholders' Equity (Deficit) | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 129,911 | $ | 72,270 | |||||||
| Warranty | 6,637 | 7,385 | |||||||||
| Accrued expenses | 18,472 | 12,267 | |||||||||
| Deferred warranty income | 7,152 | 7,832 | |||||||||
| Finance lease obligations | 1,366 | 1,327 | |||||||||
| Other current liabilities | 4,626 | 8,851 | |||||||||
| Current portion of long-term debt | 18,563 | 14,850 | |||||||||
| Total current liabilities | $ | 186,727 | $ | 124,782 | |||||||
| Long-term liabilities | |||||||||||
| Revolving credit facility | $ | 60,000 | $ | 45,000 | |||||||
| Long-term debt | 135,035 | 149,573 | |||||||||
| Warranty | 9,507 | 11,165 | |||||||||
| Deferred warranty income | 10,986 | 12,312 | |||||||||
| Deferred tax liabilities | 3,883 | 3,673 | |||||||||
| Finance lease obligations | 3,506 | 4,538 | |||||||||
| Other liabilities | 11,880 | 14,882 | |||||||||
| Pension | 19,659 | 22,751 | |||||||||
| Total long-term liabilities | $ | 254,456 | $ | 263,894 | |||||||
| Stockholders' equity (deficit) | |||||||||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at July 2, 2022 and October 2, 2021 | $ | — | $ | — | |||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,990,860 and 27,205,269 shares outstanding at July 2, 2022 and October 2, 2021, respectively | 3 | 3 | |||||||||
| Additional paid-in capital | 172,814 | 96,170 | |||||||||
| Accumulated deficit | (56,417) | (33,753) | |||||||||
| Accumulated other comprehensive loss | (44,131) | (44,794) | |||||||||
Treasury stock, at cost, 1,782,568 shares at July 2, 2022 and October 2, 2021 | (50,282) | (50,282) | |||||||||
| Total stockholders' equity (deficit) | $ | 21,987 | $ | (32,656) | |||||||
| Total liabilities and stockholders' equity (deficit) | $ | 463,170 | $ | 356,020 | |||||||
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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) | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Net sales | $ | 206,083 | $ | 196,659 | $ | 542,965 | $ | 491,791 | |||||||||||||||
| Cost of goods sold | 184,490 | 170,500 | 502,018 | 432,671 | |||||||||||||||||||
| Gross profit | $ | 21,593 | $ | 26,159 | $ | 40,947 | $ | 59,120 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | 20,505 | 18,073 | 58,596 | 50,124 | |||||||||||||||||||
| Operating profit (loss) | $ | 1,088 | $ | 8,086 | $ | (17,649) | $ | 8,996 | |||||||||||||||
| Interest expense | (3,908) | (2,805) | (9,481) | (7,069) | |||||||||||||||||||
| Interest income | — | — | — | 1 | |||||||||||||||||||
| Other income, net | 735 | 426 | 2,215 | 1,491 | |||||||||||||||||||
| Loss on debt modification | — | — | (561) | (598) | |||||||||||||||||||
| (Loss) income before income taxes | $ | (2,085) | $ | 5,707 | $ | (25,476) | $ | 2,821 | |||||||||||||||
| Income tax (expense) benefit | (2,860) | (1,892) | 6,317 | (888) | |||||||||||||||||||
| Equity in net (loss) income of non-consolidated affiliate | (1,490) | 517 | (3,505) | 166 | |||||||||||||||||||
| Net (loss) income | $ | (6,435) | $ | 4,332 | $ | (22,664) | $ | 2,099 | |||||||||||||||
| (Loss) earnings per share: | |||||||||||||||||||||||
| Basic weighted average shares outstanding | 31,990,860 | 27,172,162 | 30,687,406 | 27,116,915 | |||||||||||||||||||
| Diluted weighted average shares outstanding | 31,990,860 | 27,428,877 | 30,687,406 | 27,337,360 | |||||||||||||||||||
| Basic (loss) earnings per share | $ | (0.20) | $ | 0.16 | $ | (0.74) | $ | 0.08 | |||||||||||||||
| Diluted (loss) earnings per share | $ | (0.20) | $ | 0.16 | $ | (0.74) | $ | 0.08 | |||||||||||||||
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BLUE BIRD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | |||||||||||
| (in thousands of dollars) | July 2, 2022 | July 3, 2021 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | (22,664) | $ | 2,099 | |||||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 10,089 | 10,145 | |||||||||
| Non-cash interest expense | 3,084 | 2,219 | |||||||||
| Share-based compensation | 3,153 | 1,923 | |||||||||
| Equity in net loss (income) of non-consolidated affiliate | 3,505 | (166) | |||||||||
| Loss (gain) on disposal of fixed assets | 12 | (681) | |||||||||
| Impairment of fixed assets | 1,354 | — | |||||||||
| Deferred taxes | (6,293) | 350 | |||||||||
| Amortization of deferred actuarial pension losses | 872 | 1,397 | |||||||||
| Loss on debt modification | 561 | 598 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (3,037) | (2,828) | |||||||||
| Inventories | (91,519) | (77,017) | |||||||||
| Other assets | 80 | 1,682 | |||||||||
| Accounts payable | 56,280 | 55,150 | |||||||||
| Accrued expenses, pension and other liabilities | (9,928) | (9,109) | |||||||||
| Total adjustments | $ | (31,787) | $ | (16,337) | |||||||
| Total cash used in operating activities | $ | (54,451) | $ | (14,238) | |||||||
| Cash flows from investing activities | |||||||||||
| Cash paid for fixed assets | $ | (4,748) | $ | (10,304) | |||||||
| Proceeds from sale of fixed assets | — | 901 | |||||||||
| Total cash used in investing activities | $ | (4,748) | $ | (9,403) | |||||||
| Cash flows from financing activities | |||||||||||
| Revolving credit facility borrowings | $ | 15,000 | $ | — | |||||||
| Principal payments of senior term loan borrowings | (11,138) | (7,425) | |||||||||
| Principal payments of finance lease borrowings | (993) | (1,147) | |||||||||
| Cash paid for debt costs | (2,468) | (2,476) | |||||||||
| Proceeds from Private Placement | 75,000 | — | |||||||||
| Cash paid for stock issuance costs | (202) | — | |||||||||
| Cash paid for repurchases of common stock in connection with employee stock award exercises | (1,503) | (518) | |||||||||
| Cash received from employee stock option exercises | 303 | 1,923 | |||||||||
| Total cash provided by (used in) financing activities | $ | 73,999 | $ | (9,643) | |||||||
| Change in cash and cash equivalents | 14,800 | (33,284) | |||||||||
| Cash and cash equivalents, beginning of period | 11,709 | 44,507 | |||||||||
| Cash and cash equivalents, end of period | $ | 26,509 | $ | 11,223 | |||||||
8
Reconciliation of Net Loss to Adjusted EBITDA
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (in thousands of dollars) | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Net (loss) income | $ | (6,435) | $ | 4,332 | $ | (22,664) | $ | 2,099 | |||||||||||||||
Adjustments: | |||||||||||||||||||||||
| Interest expense, net (1) | 3,976 | 2,887 | 9,696 | 7,321 | |||||||||||||||||||
| Income tax expense (benefit) | 2,860 | 1,892 | (6,317) | 888 | |||||||||||||||||||
| Depreciation, amortization, and disposals (2) | 3,642 | 2,851 | 10,787 | 10,118 | |||||||||||||||||||
| Operational transformation initiatives | 4,065 | 14 | 5,651 | 222 | |||||||||||||||||||
| Share-based compensation | 667 | 328 | 3,153 | 1,923 | |||||||||||||||||||
| Product redesign initiatives | 15 | 641 | 549 | 1,908 | |||||||||||||||||||
| Restructuring and other charges | — | — | 246 | 494 | |||||||||||||||||||
| Costs directly attributed to the COVID-19 pandemic (3) | 2 | 216 | 39 | 913 | |||||||||||||||||||
| Loss on debt modification | — | — | 561 | 598 | |||||||||||||||||||
Adjusted EBITDA | $ | 8,792 | $ | 13,161 | $ | 1,701 | $ | 26,484 | |||||||||||||||
Adjusted EBITDA margin (percentage of net sales) | 4.3 | % | 6.7 | % | 0.3 | % | 5.4 | % | |||||||||||||||
(1) Includes $0.1 million for both three month fiscal periods, and $0.2 million and $0.3 million for the nine months ended July 2, 2022 and July 3, 2021, respectively, representing interest expense on 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 $0.2 million for both three month fiscal periods, and $0.6 million for both the nine month fiscal periods, 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.
(3) Primarily represents costs incurred for third party cleaning services and personal protective equipment for our employees in response to the COVID-19 pandemic.
Reconciliation of Free Cash Flow to Adjusted Free Cash Flow
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (in thousands of dollars) | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Net cash used in operating activities | $ | (43,041) | $ | (3,040) | $ | (54,451) | $ | (14,238) | |||||||||||||||
| Cash paid for fixed assets | (1,270) | (3,297) | (4,748) | (10,304) | |||||||||||||||||||
Free cash flow | $ | (44,311) | $ | (6,337) | $ | (59,199) | $ | (24,542) | |||||||||||||||
Cash paid for product redesign initiatives | 15 | 641 | 549 | 1,908 | |||||||||||||||||||
| Cash paid for operational transformation initiatives / Other | 4,065 | (887) | 5,651 | (679) | |||||||||||||||||||
Cash paid for restructuring charges | — | — | 246 | 494 | |||||||||||||||||||
Cash paid for costs directly attributed to COVID-19 | 2 | 216 | 39 | 913 | |||||||||||||||||||
| Adjusted free cash flow | (40,229) | (6,367) | (52,714) | (21,906) | |||||||||||||||||||
9
Reconciliation of Net Loss to Adjusted Net (Loss) Income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (in thousands of dollars) | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Net (loss) income | $ | (6,435) | $ | 4,332 | $ | (22,664) | $ | 2,099 | |||||||||||||||
| Adjustments, net of tax benefit or expense (1) | |||||||||||||||||||||||
| Operational transformation initiatives | 3,049 | 11 | 4,238 | 167 | |||||||||||||||||||
| Product redesign initiatives | 11 | 481 | 412 | 1,431 | |||||||||||||||||||
| Share-based compensation | 500 | 246 | 2,365 | 1,442 | |||||||||||||||||||
| Restructuring charges | — | — | 185 | 371 | |||||||||||||||||||
| Costs directly attributed to the COVID-19 pandemic (2) | 2 | 162 | 29 | 685 | |||||||||||||||||||
| Loss on debt modification | — | — | 421 | 449 | |||||||||||||||||||
| Adjusted net (loss) income, non-GAAP | $ | (2,873) | $ | 5,231 | (15,015) | 6,643 | |||||||||||||||||
(1) Amounts are net of estimated statutory tax rates of 25%.
(2) Primarily costs incurred for third party cleaning services and personal protective equipment for our employees in response to the COVID-19 pandemic.
Reconciliation of Diluted EPS to Adjusted Diluted EPS
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | ||||||||||||||||||||
| Diluted (loss) earnings per share | $ | (0.20) | $ | 0.16 | $ | (0.74) | $ | 0.08 | |||||||||||||||
| One-time charge adjustments, net of tax benefit or expense | 0.11 | 0.03 | 0.25 | 0.16 | |||||||||||||||||||
| Adjusted diluted earnings (loss) per share, non-GAAP | $ | (0.09) | $ | 0.19 | $ | (0.49) | $ | 0.24 | |||||||||||||||
| Weighted average dilutive shares outstanding | 32,303,649 | 27,428,877 | 30,955,646 | 27,337,360 | |||||||||||||||||||
10
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