Delaware
|
46-3891989
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification No.)
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402 Blue Bird Boulevard
Fort Valley, Georgia 31030
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31030
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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o
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|
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Accelerated filer
|
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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x
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|
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•
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the future financial performance of the Company;
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•
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changes in the market for Blue Bird products; and
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•
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expansion plans and opportunities.
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•
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We launched the industry’s first .05g/bhp-hr NOx propane engine, which is 75 percent cleaner than the current emission standard and significantly better for the environment than competitors published offerings. In addition, we have developed electric Type C and Type D buses in collaboration with our electric vehicle development partners Adomani and EDI. Commercial availability for these electric buses is planned for fiscal 2018. Lastly, during fiscal 2017 we commenced work on a major product enhancement program.
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•
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Fiscal 2017 was our first full year of sales of the gasoline powered Type C bus. The market demand for this product was substantial and helped differentiate our products from our competitor’s offerings.
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•
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We commenced an initiative with industry leaders to make structural reductions in cost on existing and future products to enhance our cost competitiveness.
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•
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We refinanced our term debt on substantially better terms. The revised terms resulted in a reduction in interest expense of about $6 million or 3.75 pts per annum. At the same time, we also replaced our $60 million revolving credit facility with a $75 million revolving facility, providing more liquidity at lower interest rates.
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Component
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OEM Supplier
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Diesel engines
|
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Cummins Inc.
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Diesel emissions kits
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Cummins Inc.
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Propane and gasoline engines and transmissions
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Ford Motor Company
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Diesel transmissions
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Allison Transmission
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Propane and gasoline fueling kits
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Roush CleanTech
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(dollars in millions)
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Units
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Value
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|||
2017
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1,446
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|
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$
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128.7
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2016
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1,193
|
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$
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102.9
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•
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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
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•
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changes in the market’s expectations about our operating results;
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•
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success of competitors;
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•
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our operating results failing to meet the expectation of securities analysts or investors in a particular period;
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•
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changes in financial estimates and recommendations by securities analysts concerning us or the school bus market in general;
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•
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operating and stock price performance of other companies that investors deem comparable to us;
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•
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our ability to market new and enhanced products on a timely basis;
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•
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changes in laws and regulations affecting our business;
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•
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commencement of, or involvement in, litigation involving us;
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•
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our ability to access the capital markets as needed;
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•
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changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
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•
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the volume of shares of our Common Stock available for public sale;
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•
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any major change in our board or management;
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•
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sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
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•
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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
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•
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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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•
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the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;
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•
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subject to any rights of holders of existing preferred shares, the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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•
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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
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•
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the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
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•
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limiting the liability of, and providing indemnification to, our directors and officers;
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•
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controlling the procedures for the conduct and scheduling of stockholder meetings;
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•
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providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;
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•
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permitting the removal of directors with or without cause by stockholders voting a majority of the votes cast if, at any time and for so long as, American Securities beneficially owns, in the aggregate, capital stock representing at least 40% of the outstanding shares of our Common Stock;
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•
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advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our Company;
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•
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requiring an affirmative vote of at least two-thirds (2/3) of our entire board of directors and by the holders of at least 66.67% of the voting power of our outstanding voting stock in order to adopt an amendment to our certificate of incorporation if, at any time and for so long as, American Securities beneficially owns, in the aggregate, capital stock representing at least 50% of the outstanding shares of our Common Stock; and
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•
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requiring an affirmative vote of at least two-thirds (2/3) of our entire board of directors or by the holders of at least 66.67% of the voting power of our outstanding voting stock to amend our bylaws if, at any time and for so long as, American Securities beneficially owns, in the aggregate, capital stock representing at least 50% of the outstanding shares of our Common Stock.
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•
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the requirement that a majority of our board of directors consists of independent directors;
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•
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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors;
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•
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the requirement that we have a compensation committee that is composed entirely of independent directors; and
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•
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the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.
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Common Stock
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Warrants
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||||||||||||
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High
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Low
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High
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Low
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||||||||
2017
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|
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||||||||
Fourth Quarter
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$
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20.60
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$
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16.95
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|
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$
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4.50
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|
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$
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2.75
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Third Quarter
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19.35
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|
|
16.70
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|
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3.95
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|
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2.65
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|
||||
Second Quarter
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17.15
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|
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15.50
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|
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3.00
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|
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2.15
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||||
First Quarter
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17.35
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|
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14.10
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|
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3.00
|
|
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1.57
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||||
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|
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||||||||
2016
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|
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||||||||
Fourth Quarter
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$
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15.07
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|
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$
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11.77
|
|
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$
|
1.80
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|
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$
|
1.00
|
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Third Quarter
|
11.90
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|
|
9.95
|
|
|
1.20
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|
|
0.80
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||||
Second Quarter
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10.85
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8.50
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1.00
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|
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0.50
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||||
First Quarter
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11.20
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10.14
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|
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0.95
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|
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0.67
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Plan Category (1)
|
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(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
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(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
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(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding
securities
reflected in
column (a))
|
||||
Equity compensation plans approved by security holders
|
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500,601
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|
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$
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10.07
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|
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1,215,185
|
|
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Period by fiscal month
|
|
Total number of shares purchased
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans or programs
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Approximate dollar value of shares that may yet be purchased under the plans or programs
(in thousands)
|
||||||
Repurchases from July 2, 2017 - July 29, 2017
|
|
—
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|
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—
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|
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—
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|
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—
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||
Repurchases from July 30, 2017 - August 26, 2017
|
|
48,450
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|
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$
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17.77
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|
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48,450
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|
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$
|
49,140
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Repurchases from August 27, 2017 - September 30, 2017
|
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816,302
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|
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18.44
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816,302
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|
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16,007
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|
||
Total
|
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864,752
|
|
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$
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18.23
|
|
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864,752
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|
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$
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16,007
|
|
in thousands, except per share data
|
|
Fiscal Year
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
RESULTS OF OPERATIONS DATA
|
|
|
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||||||||||
Net sales
|
|
$
|
990,602
|
|
|
$
|
932,010
|
|
|
$
|
919,128
|
|
|
$
|
855,735
|
|
|
$
|
776,558
|
|
Cost of goods sold
|
|
863,234
|
|
|
802,654
|
|
|
798,733
|
|
|
746,362
|
|
|
684,109
|
|
|||||
Gross profit
|
|
127,368
|
|
|
129,356
|
|
|
120,395
|
|
|
109,373
|
|
|
92,449
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
|
72,831
|
|
|
102,711
|
|
|
84,561
|
|
|
91,445
|
|
|
65,332
|
|
|||||
Operating profit
|
|
54,537
|
|
|
26,645
|
|
|
35,834
|
|
|
17,928
|
|
|
27,117
|
|
|||||
Interest expense
|
|
(7,251
|
)
|
|
(16,412
|
)
|
|
(19,078
|
)
|
|
(6,156
|
)
|
|
(2,371
|
)
|
|||||
Interest income
|
|
140
|
|
|
133
|
|
|
113
|
|
|
102
|
|
|
214
|
|
|||||
Other income (expense), net
|
|
1
|
|
|
(26
|
)
|
|
—
|
|
|
72
|
|
|
96
|
|
|||||
Loss on debt extinguishment
|
|
(10,142
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
|
37,285
|
|
|
10,340
|
|
|
16,869
|
|
|
11,946
|
|
|
25,056
|
|
|||||
Income tax (expense) benefit
|
|
(11,832
|
)
|
|
(5,989
|
)
|
|
(4,442
|
)
|
|
(10,441
|
)
|
|
27,544
|
|
|||||
Equity in net income of non-consolidated affiliate
|
|
3,307
|
|
|
2,877
|
|
|
2,634
|
|
|
1,210
|
|
|
1,767
|
|
|||||
Net income from continuing operations
|
|
28,760
|
|
|
7,228
|
|
|
15,061
|
|
|
2,715
|
|
|
54,367
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
41
|
|
|
(328
|
)
|
|
(129
|
)
|
|
42
|
|
|
(159
|
)
|
|||||
Net income
|
|
28,801
|
|
|
6,900
|
|
|
14,932
|
|
|
2,757
|
|
|
54,208
|
|
|||||
Less: preferred stock dividends
|
|
4,261
|
|
|
3,878
|
|
|
2,438
|
|
|
—
|
|
|
—
|
|
|||||
Less: preferred stock repurchase
|
|
6,091
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income available to common stockholders
|
|
$
|
18,449
|
|
|
$
|
3,022
|
|
|
$
|
12,494
|
|
|
$
|
2,757
|
|
|
$
|
54,208
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EARNINGS PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share, continuing operations
|
|
$
|
0.79
|
|
|
$
|
0.16
|
|
|
$
|
0.60
|
|
|
$
|
0.13
|
|
|
$
|
2.46
|
|
Diluted earnings per share, continuing operations
|
|
0.74
|
|
|
0.16
|
|
|
0.59
|
|
|
0.13
|
|
|
2.46
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
295,816
|
|
|
$
|
277,866
|
|
|
$
|
266,725
|
|
|
$
|
290,455
|
|
|
$
|
262,446
|
|
Long-term debt
|
|
143,224
|
|
|
140,366
|
|
|
175,418
|
|
|
209,640
|
|
|
9,470
|
|
|||||
Total liabilities
|
|
354,326
|
|
|
364,840
|
|
|
387,955
|
|
|
439,250
|
|
|
183,028
|
|
|||||
Total stockholders' (deficit) equity
|
|
(58,510
|
)
|
|
(86,974
|
)
|
|
(121,230
|
)
|
|
(148,795
|
)
|
|
79,418
|
|
•
|
Property tax revenues
. Property tax revenues are one of the major sources of funding for new school buses. Property tax revenues are a function of land and building prices, relying on assessments of property value by state or county assessors and millage rates voted by the local electorate.
|
•
|
Student enrollment
. Increases or decreases in the number of school bus riders has a direct impact on school district demand.
|
•
|
Revenue mix
. We are able to charge more for certain of our products (
e.g.
, Type C propane-powered school buses, Type D buses and buses with higher option content) than other products. The mix of products sold in any fiscal period can directly impact our revenues for the period.
|
•
|
Strength of the dealer network
. We rely on our dealers, as well as a small number of major fleet operators, to be the direct point of contact with school districts and their purchasing agents. An effective dealer is capable of expanding revenues within a given school district by matching that district’s needs to our capabilities, offering options that would not otherwise be provided to the district.
|
•
|
Pricing
. Our products are sold to school districts throughout the United States and Canada. Each state and each Canadian province has its own set of regulations that govern the purchase of products, including school buses, by their school districts. We and our dealers must navigate these regulations, purchasing procedures and the districts’ specifications in order to reach mutually acceptable price terms. Pricing may or may not be favorable to us, depending upon a number of factors impacting purchasing decisions.
|
•
|
Buying patterns of major fleets
. Major fleets regularly compete against one another for existing accounts. Fleets are also continuously trying to win the business of school districts that operate their own transportation services. These activities can have either a positive or negative impact on our sales, depending on the brand preference of the fleet that wins the business. Major fleets also periodically review their fleet sizes and replacement patterns due to funding availability as well as the profitability of existing routes. These actions can impact total purchases by fleets in a given year.
|
•
|
Seasonality.
Our sales are subject to seasonal variation based on the school calendar. The peak season has historically been during our third and fourth fiscal quarters. Sales during the third and fourth fiscal quarters are typically greater than the first and second fiscal quarters due to the desire of municipalities to have any new buses that they order available to them at the beginning of the new school year. There are, however, variations in the seasonal demands from year to year depending in large part upon municipal budgets, distinct replacement cycles and student enrollment. This seasonality and annual variations of this seasonality could impact the ability to compare results between fiscal periods.
|
•
|
Cost of goods sold
. The components of our cost of goods sold consist of material costs (principally powertrain components, steel and rubber, as well as aluminum and copper), labor expense and overhead. Our cost of goods sold may vary from period to period in part due to changes in sales volume and in part due to efforts by certain suppliers to pass through the economics associated with key commodities, design changes with respect to specific components, design changes with respect to specific bus models, wage increases for plant labor, the productivity of plant labor, delays in receiving materials and other logistical problems and the impact of overhead items such as utilities.
|
•
|
Selling, general and administrative expenses
. Our selling, general and administrative expenses include costs associated with our selling and marketing efforts, engineering, centralized finance, human resources, purchasing and information technology services, as well as other administrative matters and functions. In most instances, other than direct costs associated with sales and marketing programs, the principal component of these costs is salary expense. Changes from period to period are typically driven by the number of our employees, as well as by merit increases provided to experienced personnel.
|
•
|
As a result of the consummation of the Business Combination, we must comply with laws, regulations and requirements for public companies, including certain provisions of the Sarbanes-Oxley Act and related SEC regulations, as well as NASDAQ listing requirements. Compliance with the requirements of being a public company increases operating expenses in order to pay employees, legal counsel and accountants to assist us in, among other things, external reporting, instituting and monitoring a more comprehensive compliance and board governance function, establishing and maintaining internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and preparing and distributing periodic public reports in compliance with our obligations under the federal securities laws.
|
•
|
Interest expense
. Our interest expense relates to costs associated with our debt instruments and reflects both the amount of indebtedness and the interest rate that we are required to pay on our debt. In December 2016, we entered into a new
$160.0 million
first lien credit agreement and a new
$75.0 million
revolving credit agreement. Proceeds from the agreement were used to fully extinguish our prior debt obligations.
|
•
|
Income taxes
. We make estimates of the amounts to recognize for income taxes in each tax jurisdiction in which we operate. In addition, provisions are established for withholding taxes related to the transfer of cash between jurisdictions and for uncertain tax positions taken.
|
•
|
Equity in net income of non-consolidated affiliate
. This line item records our share of income or loss from our investment in Micro Bird, our unconsolidated 50/50 Canadian joint venture.
|
(in thousands of dollars)
|
2017
|
|
2016
|
||||
Net sales
|
$
|
990,602
|
|
|
$
|
932,010
|
|
Cost of goods sold
|
863,234
|
|
|
802,654
|
|
||
Gross profit
|
$
|
127,368
|
|
|
$
|
129,356
|
|
Operating expenses
|
|
|
|
||||
Selling, general and administrative expenses
|
72,831
|
|
|
102,711
|
|
||
Operating profit
|
$
|
54,537
|
|
|
$
|
26,645
|
|
Interest expense
|
(7,251
|
)
|
|
(16,412
|
)
|
||
Interest income
|
140
|
|
|
133
|
|
||
Other income (expense), net
|
1
|
|
|
(26
|
)
|
||
Loss on debt extinguishment
|
(10,142
|
)
|
|
—
|
|
||
Income before income taxes
|
$
|
37,285
|
|
|
$
|
10,340
|
|
Income tax expense
|
(11,832
|
)
|
|
(5,989
|
)
|
||
Equity in net income of non-consolidated affiliate
|
3,307
|
|
|
2,877
|
|
||
Net income from continuing operations
|
$
|
28,760
|
|
|
$
|
7,228
|
|
Income (loss) from discontinued operations, net of tax
|
41
|
|
|
(328
|
)
|
||
Net income
|
$
|
28,801
|
|
|
$
|
6,900
|
|
Other financial data:
|
|
|
|
|
|||
Adjusted EBITDA
|
$
|
68,904
|
|
|
$
|
72,153
|
|
Adjusted EBITDA margin
|
7.0
|
%
|
|
7.7
|
%
|
|
2017
|
|
2016
|
||||
Net Sales by Segment
|
|
|
|
||||
Bus
|
$
|
930,738
|
|
|
$
|
876,087
|
|
Parts
|
59,864
|
|
|
55,923
|
|
||
Total
|
$
|
990,602
|
|
|
$
|
932,010
|
|
|
|
|
|
||||
Gross Profit by Segment
|
|
|
|
||||
Bus
|
$
|
106,462
|
|
|
$
|
108,232
|
|
Parts
|
20,906
|
|
|
21,124
|
|
||
Total
|
$
|
127,368
|
|
|
$
|
129,356
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
||||
Net income
|
$
|
28,801
|
|
|
$
|
6,900
|
|
Income (loss) from discontinued operations, net of tax
|
41
|
|
|
(328
|
)
|
||
Net income from continuing operations
|
$
|
28,760
|
|
|
$
|
7,228
|
|
Interest expense, net
|
7,111
|
|
|
16,279
|
|
||
Income tax expense
|
11,832
|
|
|
5,989
|
|
||
Depreciation, amortization, and disposals
|
8,205
|
|
|
8,118
|
|
||
Loss on debt extinguishment
|
10,142
|
|
|
—
|
|
||
Special compensation payment
|
—
|
|
|
17,128
|
|
||
Business combination expenses
|
(174
|
)
|
|
3,798
|
|
||
One-time post-retirement benefit adjustment
|
—
|
|
|
896
|
|
||
Share-based compensation
|
1,270
|
|
|
12,717
|
|
||
Product redesign initiatives
|
1,758
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
68,904
|
|
|
$
|
72,153
|
|
Adjusted EBITDA margin (percentage of net sales)
|
7.0
|
%
|
|
7.7
|
%
|
(in thousands of dollars)
|
2016
|
|
2015
|
||||
Net sales
|
$
|
932,010
|
|
|
$
|
919,128
|
|
Cost of goods sold
|
802,654
|
|
|
798,733
|
|
||
Gross profit
|
$
|
129,356
|
|
|
$
|
120,395
|
|
Operating expenses
|
|
|
|
||||
Selling, general and administrative expenses
|
102,711
|
|
|
84,561
|
|
||
Operating profit
|
$
|
26,645
|
|
|
$
|
35,834
|
|
Interest expense
|
(16,412
|
)
|
|
(19,078
|
)
|
||
Interest income
|
133
|
|
|
113
|
|
||
Other expense, net
|
(26
|
)
|
|
—
|
|
||
Income before income taxes
|
$
|
10,340
|
|
|
$
|
16,869
|
|
Income tax expense
|
(5,989
|
)
|
|
(4,442
|
)
|
||
Equity in net income of non-consolidated affiliate
|
2,877
|
|
|
2,634
|
|
||
Net income from continuing operations
|
$
|
7,228
|
|
|
$
|
15,061
|
|
Loss from discontinued operations, net of tax
|
(328
|
)
|
|
(129
|
)
|
||
Net income
|
$
|
6,900
|
|
|
$
|
14,932
|
|
Other financial data:
|
|
|
|
||||
Adjusted EBITDA
|
$
|
72,153
|
|
|
$
|
69,865
|
|
Adjusted EBITDA margin
|
7.7
|
%
|
|
7.6
|
%
|
|
2016
|
|
2015
|
||||
Net Sales by Segment
|
|
|
|
||||
Bus
|
$
|
876,087
|
|
|
$
|
861,665
|
|
Parts
|
55,923
|
|
|
57,463
|
|
||
Total
|
$
|
932,010
|
|
|
$
|
919,128
|
|
|
|
|
|
||||
Gross Profit by Segment
|
|
|
|
||||
Bus
|
$
|
108,232
|
|
|
$
|
99,341
|
|
Parts
|
21,124
|
|
|
21,054
|
|
||
Total
|
$
|
129,356
|
|
|
$
|
120,395
|
|
(in thousands of dollars)
|
2016
|
|
2015
|
||||
Net income
|
$
|
6,900
|
|
|
14,932
|
|
|
Loss from discontinued operations, net of tax
|
(328
|
)
|
|
(129
|
)
|
||
Net income from continuing operations
|
$
|
7,228
|
|
|
$
|
15,061
|
|
Interest expense, net
|
16,279
|
|
|
18,965
|
|
||
Income tax expense
|
5,989
|
|
|
4,442
|
|
||
Depreciation, amortization, and disposals
|
8,118
|
|
|
9,300
|
|
||
Special compensation payment (1)
|
17,128
|
|
|
13,788
|
|
||
Public company expenses, non-recurring
|
—
|
|
|
3,148
|
|
||
Business combination expenses
|
3,798
|
|
|
3,526
|
|
||
One-time post-retirement benefit adjustment
|
896
|
|
|
—
|
|
||
Share-based compensation
|
12,717
|
|
|
1,635
|
|
||
Adjusted EBITDA
|
$
|
72,153
|
|
|
$
|
69,865
|
|
Adjusted EBITDA margin (percentage of net sales)
|
7.7
|
%
|
|
7.6
|
%
|
|
Level
|
|
Total Net Leverage Ratio
|
|
ABR Loans
|
|
Eurodollar Loans
|
I
|
|
Less than 2.00x
|
|
0.75%
|
|
1.75%
|
II
|
|
Greater than or equal to 2.00x and less than 2.50x
|
|
1.00%
|
|
2.00%
|
III
|
|
Greater than or equal to 2.50x and less than 3.00x
|
|
1.25%
|
|
2.25%
|
IV
|
|
Greater than or equal to 3.00x
|
|
1.50%
|
|
2.50%
|
Period
|
|
Maximum Total
Net Leverage Ratio
|
Closing Date through the third fiscal quarter of the 2017 fiscal year
|
|
4.00:1.00
|
Fourth fiscal quarter of the 2017 fiscal year through the first fiscal quarter of the 2019 fiscal year
|
|
3.75:1.00
|
Second fiscal quarter of the 2019 fiscal year and thereafter
|
|
3.50:1.00
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents, beginning of year
|
$
|
52,309
|
|
|
$
|
52,861
|
|
|
$
|
61,137
|
|
Total cash provided by operating activities
|
47,641
|
|
|
25,105
|
|
|
23,366
|
|
|||
Total cash used in investing activities
|
(9,204
|
)
|
|
(9,583
|
)
|
|
(5,190
|
)
|
|||
Total cash used in financing activities
|
(28,130
|
)
|
|
(16,074
|
)
|
|
(26,452
|
)
|
|||
Change in cash and cash equivalents
|
10,307
|
|
|
(552
|
)
|
|
(8,276
|
)
|
|||
Cash and cash equivalents, end of year
|
$
|
62,616
|
|
|
$
|
52,309
|
|
|
$
|
52,861
|
|
Depreciation and amortization expense
|
8,180
|
|
|
8,046
|
|
|
8,790
|
|
|||
Cash paid for fixed assets and acquired intangible assets
|
$
|
9,252
|
|
|
$
|
9,583
|
|
|
$
|
5,190
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by continuing operations
|
$
|
47,875
|
|
|
$
|
25,297
|
|
|
$
|
23,495
|
|
Cash paid for fixed assets and acquired intangible assets
|
(9,252
|
)
|
|
(9,583
|
)
|
|
(5,190
|
)
|
|||
Free cash flow
|
$
|
38,623
|
|
|
$
|
15,714
|
|
|
$
|
18,305
|
|
(in thousands except for share data)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,616
|
|
|
$
|
52,309
|
|
Accounts receivable, net
|
10,148
|
|
|
20,315
|
|
||
Inventories
|
76,155
|
|
|
53,806
|
|
||
Other current assets
|
11,528
|
|
|
6,104
|
|
||
Total current assets
|
$
|
160,447
|
|
|
$
|
132,534
|
|
Property, plant and equipment, net
|
34,708
|
|
|
33,466
|
|
||
Goodwill
|
18,825
|
|
|
18,825
|
|
||
Intangible assets, net
|
57,481
|
|
|
59,491
|
|
||
Equity investment in affiliate
|
11,625
|
|
|
12,944
|
|
||
Deferred tax asset
|
11,755
|
|
|
19,080
|
|
||
Other assets
|
975
|
|
|
1,526
|
|
||
Total assets
|
$
|
295,816
|
|
|
$
|
277,866
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
87,331
|
|
|
$
|
80,646
|
|
Warranty
|
8,573
|
|
|
7,972
|
|
||
Accrued expenses
|
18,229
|
|
|
20,455
|
|
||
Deferred warranty income
|
6,776
|
|
|
5,666
|
|
||
Other current liabilities
|
9,847
|
|
|
4,032
|
|
||
Current portion of senior term debt
|
8,000
|
|
|
11,750
|
|
||
Total current liabilities
|
$
|
138,756
|
|
|
$
|
130,521
|
|
Long-term liabilities
|
|
|
|
||||
Long-term debt
|
$
|
143,224
|
|
|
$
|
140,366
|
|
Warranty
|
12,337
|
|
|
11,472
|
|
||
Deferred warranty income
|
12,519
|
|
|
10,521
|
|
||
Other liabilities
|
15,064
|
|
|
15,592
|
|
||
Pension
|
32,426
|
|
|
56,368
|
|
||
Total long-term liabilities
|
$
|
215,570
|
|
|
$
|
234,319
|
|
Guarantees, commitments and contingencies (Note 11)
|
|
|
|
||||
Stockholders' deficit
|
|
|
|
||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 400,000 issued with liquidation preference of $40,000 at September 30, 2017 and 500,000 issued with liquidation preference of $50,000 at October 1, 2016
|
$
|
40,000
|
|
|
$
|
50,000
|
|
Common stock, $0.0001 par value, 100,000,000 shares authorized, 23,739,344 and 22,518,058 issued and outstanding at September 30, 2017 and October 1, 2016, respectively.
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
45,418
|
|
|
50,771
|
|
||
Accumulated deficit
|
(100,055
|
)
|
|
(128,856
|
)
|
||
Accumulated other comprehensive loss
|
(43,875
|
)
|
|
(58,891
|
)
|
||
Total stockholders' deficit
|
$
|
(58,510
|
)
|
|
$
|
(86,974
|
)
|
Total liabilities and stockholders' deficit
|
$
|
295,816
|
|
|
$
|
277,866
|
|
|
Fiscal Years Ended
|
||||||||||
(in thousands except for share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
990,602
|
|
|
$
|
932,010
|
|
|
$
|
919,128
|
|
Cost of goods sold
|
863,234
|
|
|
802,654
|
|
|
798,733
|
|
|||
Gross profit
|
$
|
127,368
|
|
|
$
|
129,356
|
|
|
$
|
120,395
|
|
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
72,831
|
|
|
102,711
|
|
|
84,561
|
|
|||
Operating profit
|
$
|
54,537
|
|
|
$
|
26,645
|
|
|
$
|
35,834
|
|
Interest expense
|
(7,251
|
)
|
|
(16,412
|
)
|
|
(19,078
|
)
|
|||
Interest income
|
140
|
|
|
133
|
|
|
113
|
|
|||
Other income (expense), net
|
1
|
|
|
(26
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
(10,142
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
37,285
|
|
|
$
|
10,340
|
|
|
$
|
16,869
|
|
Income tax expense
|
(11,832
|
)
|
|
(5,989
|
)
|
|
(4,442
|
)
|
|||
Equity in net income of non-consolidated affiliate
|
3,307
|
|
|
2,877
|
|
|
2,634
|
|
|||
Net income from continuing operations
|
$
|
28,760
|
|
|
$
|
7,228
|
|
|
$
|
15,061
|
|
Income (loss) from discontinued operations, net of tax
|
41
|
|
|
(328
|
)
|
|
(129
|
)
|
|||
Net income
|
$
|
28,801
|
|
|
$
|
6,900
|
|
|
$
|
14,932
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Net income (from above)
|
$
|
28,801
|
|
|
$
|
6,900
|
|
|
$
|
14,932
|
|
Less: preferred stock dividends
|
4,261
|
|
|
3,878
|
|
|
2,438
|
|
|||
Less: preferred stock repurchase
|
6,091
|
|
|
—
|
|
|
—
|
|
|||
Net income available to common stockholders
|
$
|
18,449
|
|
|
$
|
3,022
|
|
|
$
|
12,494
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
23,343,772
|
|
|
21,252,616
|
|
|
21,182,885
|
|
|||
Diluted weighted average shares outstanding
|
24,877,729
|
|
|
21,315,619
|
|
|
25,497,602
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share, continuing operations
|
$
|
0.79
|
|
|
$
|
0.16
|
|
|
$
|
0.60
|
|
Basic earnings per share, discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|||
Basic earnings per share
|
$
|
0.79
|
|
|
$
|
0.14
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share, continuing operations
|
$
|
0.74
|
|
|
$
|
0.16
|
|
|
$
|
0.59
|
|
Diluted earnings per share, discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|||
Diluted earnings per share
|
$
|
0.74
|
|
|
$
|
0.14
|
|
|
$
|
0.59
|
|
|
Fiscal Years Ended
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
28,801
|
|
|
$
|
6,900
|
|
|
$
|
14,932
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net change in defined benefit pension plan
|
15,003
|
|
|
(7,104
|
)
|
|
(5,206
|
)
|
|||
Net unrealized gain (loss) on cash flow hedges
|
13
|
|
|
(13
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss), net of tax
|
$
|
15,016
|
|
|
$
|
(7,117
|
)
|
|
$
|
(5,206
|
)
|
Comprehensive income (loss)
|
$
|
43,817
|
|
|
$
|
(217
|
)
|
|
$
|
9,726
|
|
|
Fiscal Years Ended
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
28,801
|
|
|
$
|
6,900
|
|
|
$
|
14,932
|
|
(Income) loss from discontinued operations, net of tax
|
(41
|
)
|
|
328
|
|
|
129
|
|
|||
Adjustments to reconcile net income to net cash provided by continuing operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,180
|
|
|
8,046
|
|
|
8,790
|
|
|||
Amortization of debt costs
|
1,107
|
|
|
3,007
|
|
|
3,010
|
|
|||
Share-based compensation
|
1,270
|
|
|
12,717
|
|
|
1,635
|
|
|||
Equity in net income of affiliate
|
(3,307
|
)
|
|
(2,877
|
)
|
|
(2,634
|
)
|
|||
(Gain) loss on disposal of fixed assets
|
(33
|
)
|
|
72
|
|
|
510
|
|
|||
Deferred taxes
|
(1,202
|
)
|
|
8,957
|
|
|
(8,626
|
)
|
|||
Provision for bad debt
|
—
|
|
|
(5
|
)
|
|
34
|
|
|||
Amortization of deferred actuarial pension losses
|
6,291
|
|
|
4,787
|
|
|
3,567
|
|
|||
Loss on debt extinguishment
|
10,142
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
10,167
|
|
|
(6,564
|
)
|
|
7,435
|
|
|||
Inventories
|
(22,349
|
)
|
|
(4,626
|
)
|
|
22,120
|
|
|||
Other assets
|
(5,469
|
)
|
|
(2,457
|
)
|
|
(137
|
)
|
|||
Accounts payable
|
8,404
|
|
|
(830
|
)
|
|
(12,905
|
)
|
|||
Accrued expenses, pension and other liabilities
|
1,288
|
|
|
(4,474
|
)
|
|
(14,365
|
)
|
|||
Dividend from equity investment in affiliate
|
4,626
|
|
|
2,316
|
|
|
—
|
|
|||
Total adjustments
|
$
|
19,115
|
|
|
$
|
18,069
|
|
|
$
|
8,434
|
|
Net cash provided by continuing operations
|
$
|
47,875
|
|
|
$
|
25,297
|
|
|
$
|
23,495
|
|
Net cash used in discontinued operations
|
(234
|
)
|
|
(192
|
)
|
|
(129
|
)
|
|||
Total cash provided by operating activities
|
$
|
47,641
|
|
|
$
|
25,105
|
|
|
$
|
23,366
|
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
Cash paid for fixed assets and acquired intangible assets
|
$
|
(9,252
|
)
|
|
$
|
(9,583
|
)
|
|
$
|
(5,190
|
)
|
Proceeds from sale of fixed assets
|
48
|
|
|
—
|
|
|
—
|
|
|||
Total cash used in investing activities
|
$
|
(9,204
|
)
|
|
$
|
(9,583
|
)
|
|
$
|
(5,190
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repayments under the former senior term loan
|
(161,500
|
)
|
|
(36,750
|
)
|
|
(36,750
|
)
|
|||
Borrowings under the new term loan
|
156,887
|
|
|
—
|
|
|
—
|
|
|||
Repayments under the new term loan
|
(6,000
|
)
|
|
—
|
|
|
—
|
|
|||
Cash paid for capital leases
|
(155
|
)
|
|
(221
|
)
|
|
(142
|
)
|
|||
Cash paid for debt issuance costs
|
(299
|
)
|
|
(1,117
|
)
|
|
(3,110
|
)
|
|||
Cash paid to extinguish debt
|
(507
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from former majority stockholder
|
—
|
|
|
16,971
|
|
|
13,550
|
|
|||
Payment of dividends on preferred stock
|
(4,261
|
)
|
|
(2,881
|
)
|
|
—
|
|
|||
Cash paid for employee taxes on stock option exercises and vested restricted shares
|
(1,013
|
)
|
|
(3,892
|
)
|
|
—
|
|
|||
Proceeds from exercises of warrants
|
23,045
|
|
|
11,816
|
|
|
—
|
|
|||
Common stock, preferred stock, and warrant repurchases under the share repurchase program
|
(34,327
|
)
|
|
—
|
|
|
—
|
|
|||
Total cash used in financing activities
|
$
|
(28,130
|
)
|
|
$
|
(16,074
|
)
|
|
$
|
(26,452
|
)
|
Change in cash and cash equivalents
|
10,307
|
|
|
(552
|
)
|
|
(8,276
|
)
|
|||
Cash and cash equivalents, beginning of year
|
52,309
|
|
|
52,861
|
|
|
61,137
|
|
|||
Cash and cash equivalents, end of year
|
$
|
62,616
|
|
|
$
|
52,309
|
|
|
$
|
52,861
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest paid, net of interest received
|
$
|
6,081
|
|
|
$
|
13,315
|
|
|
$
|
20,011
|
|
Income tax paid, net of tax refunds
|
8,420
|
|
|
159
|
|
|
7,145
|
|
|||
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Capital expenditures funded by capital lease borrowings
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
563
|
|
Change in accounts payable and other assets for capital additions to property, plant and equipment and intangible assets
|
(1,719
|
)
|
|
2,081
|
|
|
671
|
|
|||
Common stock dividend on Series A preferred stock (market value of common shares)
|
—
|
|
|
998
|
|
|
2,247
|
|
|||
Cashless exercise of stock options
|
4,216
|
|
|
2,312
|
|
|
—
|
|
|||
Non-Cash Reverse Merger Activity:
|
|
|
|
|
|
||||||
Issuance of Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
Issuance of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
50,000
|
|
|||
Shares assumed by legal acquirer
|
—
|
|
|
—
|
|
|
42,492
|
|
|||
Repurchase of Common Stock from majority stockholder
|
—
|
|
|
—
|
|
|
100,000
|
|
|
Common Stock
|
|
Convertible Preferred Stock
|
|
|
|
|
|
|
||||||||||||||||||||
(in thousands except for share data)
|
Shares
|
|
Par Value
|
|
Additional Paid-In-Capital
|
|
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Deficit
|
||||||||||||||
Balance, September 27, 2014
|
22,000,000
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(46,568
|
)
|
|
$
|
(102,229
|
)
|
|
$
|
(148,795
|
)
|
Issuance of common stock
|
2,500,000
|
|
|
0.3
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
||||||
Issuance of Series A preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
||||||
Shares assumed by legal acquirer
|
4,980,294
|
|
|
0.5
|
|
|
42,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,493
|
|
||||||
Shares purchased from former majority stockholder
|
(10,000,000
|
)
|
|
(1
|
)
|
|
(67,492
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,508
|
)
|
|
(100,001
|
)
|
||||||
Settlement of legal acquirer transaction costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,825
|
)
|
|
(14,825
|
)
|
||||||
Contribution from former majority stockholder
|
—
|
|
|
—
|
|
|
13,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,550
|
|
||||||
Warrant exchange
|
1,212,500
|
|
|
0.1
|
|
|
715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(715
|
)
|
|
—
|
|
||||||
Series A preferred stock dividend
|
182,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,622
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,932
|
|
|
14,932
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,206
|
)
|
|
—
|
|
|
(5,206
|
)
|
||||||
Balance, October 3, 2015
|
20,874,882
|
|
|
$
|
2
|
|
|
$
|
15,887
|
|
|
500,000
|
|
|
$
|
50,000
|
|
|
$
|
(51,774
|
)
|
|
$
|
(135,345
|
)
|
|
$
|
(121,230
|
)
|
Business combination tax adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(411
|
)
|
|
(411
|
)
|
||||||
Exercise of stock warrants
|
1,027,493
|
|
|
—
|
|
|
11,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,816
|
|
||||||
Restricted stock activity
|
455,465
|
|
|
—
|
|
|
(3,511
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,511
|
)
|
||||||
Exercise of stock options, cashless
|
40,611
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
||||||
Employee stock purchase plan activity
|
23,673
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
||||||
Series A preferred stock dividends
|
95,934
|
|
|
—
|
|
|
(2,881
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,881
|
)
|
||||||
Contribution from former majority stockholder
|
—
|
|
|
—
|
|
|
16,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,971
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
12,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,623
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,900
|
|
|
6,900
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,117
|
)
|
|
—
|
|
|
(7,117
|
)
|
||||||
Balance, October 1, 2016
|
22,518,058
|
|
|
$
|
2
|
|
|
$
|
50,771
|
|
|
500,000
|
|
|
$
|
50,000
|
|
|
$
|
(58,891
|
)
|
|
$
|
(128,856
|
)
|
|
$
|
(86,974
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Convertible Preferred Stock
|
|
|
|
|
|
|
||||||||||||||||||||
(in thousands except for share data)
|
Shares
|
|
Par Value
|
|
Additional Paid-In-Capital
|
|
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Deficit
|
||||||||||||||
Exercise of stock warrants
|
2,003,914
|
|
|
—
|
|
|
23,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,045
|
|
||||||
Exercise of stock options, cashless
|
82,124
|
|
|
—
|
|
|
(1,013
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,013
|
)
|
||||||
Series A preferred stock dividends
|
—
|
|
|
—
|
|
|
(4,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,261
|
)
|
||||||
Share repurchase program
|
(864,752
|
)
|
|
—
|
|
|
(24,282
|
)
|
|
(100,000
|
)
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
(34,282
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,158
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,801
|
|
|
28,801
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,016
|
|
|
—
|
|
|
15,016
|
|
||||||
Balance, September 30, 2017
|
23,739,344
|
|
|
$
|
2
|
|
|
$
|
45,418
|
|
|
400,000
|
|
|
$
|
40,000
|
|
|
$
|
(43,875
|
)
|
|
$
|
(100,055
|
)
|
|
$
|
(58,510
|
)
|
|
|
Years
|
Buildings
|
|
15 - 33
|
Machinery and equipment
|
|
5 - 10
|
Office furniture, equipment and other
|
|
3 - 10
|
Computer equipment and software
|
|
3 - 7
|
(
in thousands of dollars
)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Accounts receivable
|
$
|
10,248
|
|
|
$
|
20,415
|
|
Allowance for doubtful accounts
|
(100
|
)
|
|
(100
|
)
|
||
Accounts receivable, net
|
$
|
10,148
|
|
|
$
|
20,315
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
$
|
19,444
|
|
|
$
|
17,661
|
|
|
$
|
15,559
|
|
Add: current period accruals
|
11,075
|
|
|
10,452
|
|
|
10,425
|
|
|||
Less: current period reductions of accrual
|
(9,609
|
)
|
|
(8,669
|
)
|
|
(8,323
|
)
|
|||
Balance at end of period
|
$
|
20,910
|
|
|
$
|
19,444
|
|
|
$
|
17,661
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
$
|
16,187
|
|
|
$
|
14,145
|
|
|
$
|
12,003
|
|
Add: current period deferred income
|
9,146
|
|
|
7,186
|
|
|
6,556
|
|
|||
Less: current period recognition of income
|
(6,038
|
)
|
|
(5,144
|
)
|
|
(4,414
|
)
|
|||
Balance at end of period
|
$
|
19,295
|
|
|
$
|
16,187
|
|
|
$
|
14,145
|
|
(in thousands of dollars)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Current portion
|
$
|
3,194
|
|
|
$
|
3,679
|
|
Long-term portion
|
2,251
|
|
|
2,786
|
|
||
Total accrued self-insurance
|
$
|
5,445
|
|
|
$
|
6,465
|
|
(in thousands of dollars)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Raw materials
|
$
|
54,379
|
|
|
$
|
40,940
|
|
Work in process
|
14,660
|
|
|
10,011
|
|
||
Finished goods
|
7,116
|
|
|
2,855
|
|
||
Total inventory
|
$
|
76,155
|
|
|
$
|
53,806
|
|
(in thousands of dollars)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Land
|
$
|
1,187
|
|
|
$
|
1,187
|
|
Buildings
|
18,420
|
|
|
14,596
|
|
||
Machinery and equipment
|
63,988
|
|
|
60,839
|
|
||
Office furniture, equipment and other
|
1,389
|
|
|
1,389
|
|
||
Computer equipment and software
|
16,765
|
|
|
14,591
|
|
||
Construction in process
|
2,544
|
|
|
4,653
|
|
||
Property, plant and equipment, gross
|
104,293
|
|
|
97,255
|
|
||
Accumulated depreciation and amortization
|
(69,585
|
)
|
|
(63,789
|
)
|
||
Property, plant and equipment, net
|
$
|
34,708
|
|
|
$
|
33,466
|
|
(in thousands of dollars)
|
Gross
Goodwill
|
|
Accumulated
Impairments
|
|
Net Goodwill
|
||||||
September 30, 2017
|
|
|
|
|
|
||||||
Bus
|
$
|
15,139
|
|
|
$
|
—
|
|
|
$
|
15,139
|
|
Parts
|
3,686
|
|
|
—
|
|
|
3,686
|
|
|||
Total
|
$
|
18,825
|
|
|
$
|
—
|
|
|
$
|
18,825
|
|
|
|
|
|
|
|
||||||
October 1, 2016
|
|
|
|
|
|
||||||
Bus
|
$
|
15,139
|
|
|
$
|
—
|
|
|
$
|
15,139
|
|
Parts
|
3,686
|
|
|
—
|
|
|
3,686
|
|
|||
Total
|
$
|
18,825
|
|
|
$
|
—
|
|
|
$
|
18,825
|
|
|
September 30, 2017
|
|
October 1, 2016
|
||||||||||||||||||||
(in thousands of dollars)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Total
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Total
|
||||||||||||
Finite lived: Engineering designs
|
$
|
982
|
|
|
$
|
141
|
|
|
$
|
841
|
|
|
$
|
982
|
|
|
$
|
—
|
|
|
$
|
982
|
|
Finite lived: Customer relationships
|
37,425
|
|
|
20,601
|
|
|
16,824
|
|
|
37,425
|
|
|
18,732
|
|
|
18,693
|
|
||||||
Total amortized intangible assets
|
38,407
|
|
|
20,742
|
|
|
17,665
|
|
|
38,407
|
|
|
18,732
|
|
|
19,675
|
|
||||||
Indefinite lived: Trade name
|
39,816
|
|
|
—
|
|
|
39,816
|
|
|
39,816
|
|
|
—
|
|
|
39,816
|
|
||||||
Total intangible assets
|
$
|
78,223
|
|
|
$
|
20,742
|
|
|
$
|
57,481
|
|
|
$
|
78,223
|
|
|
$
|
18,732
|
|
|
$
|
59,491
|
|
Fiscal Years Ending
|
|
Amortization Expense
|
||
2018
|
|
$
|
2,009
|
|
2019
|
|
2,009
|
|
|
2020
|
|
2,009
|
|
|
2021
|
|
2,009
|
|
|
2022
|
|
2,009
|
|
|
Thereafter
|
|
7,620
|
|
|
Total amortization expense
|
|
$
|
17,665
|
|
Level
|
|
Total Net Leverage Ratio
|
|
ABR Loans
|
|
Eurodollar Loans
|
I
|
|
Less than 2.00x
|
|
0.75%
|
|
1.75%
|
II
|
|
Greater than or equal to 2.00x and less than 2.50x
|
|
1.00%
|
|
2.00%
|
III
|
|
Greater than or equal to 2.50x and less than 3.00x
|
|
1.25%
|
|
2.25%
|
IV
|
|
Greater than or equal to 3.00x
|
|
1.50%
|
|
2.50%
|
(in thousands of dollars)
|
September 30, 2017
|
|
October 1, 2016
|
||||
2021 term loan, net of deferred financing costs of $2,776
|
$
|
151,224
|
|
|
$
|
—
|
|
2020 term loan, net of deferred financing costs of $9,384
|
—
|
|
|
152,116
|
|
||
Less: Current portion of long-term debt
|
8,000
|
|
|
11,750
|
|
||
Long-term debt, net of current portion
|
$
|
143,224
|
|
|
$
|
140,366
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Current tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
11,681
|
|
|
$
|
(3,192
|
)
|
|
$
|
12,757
|
|
State
|
1,353
|
|
|
224
|
|
|
311
|
|
|||
Total current tax provision (benefit)
|
$
|
13,034
|
|
|
$
|
(2,968
|
)
|
|
$
|
13,068
|
|
Deferred tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
(767
|
)
|
|
$
|
9,052
|
|
|
$
|
(6,903
|
)
|
State
|
(435
|
)
|
|
(95
|
)
|
|
(1,723
|
)
|
|||
Total deferred tax (benefit) provision
|
(1,202
|
)
|
|
8,957
|
|
|
(8,626
|
)
|
|||
Income tax expense
|
$
|
11,832
|
|
|
$
|
5,989
|
|
|
$
|
4,442
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Federal taxes at statutory rate
|
$
|
13,050
|
|
|
$
|
3,619
|
|
|
$
|
5,904
|
|
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
||||||
State taxes, net
|
307
|
|
|
(20
|
)
|
|
(949
|
)
|
|||
Change in uncertain tax positions
|
651
|
|
|
821
|
|
|
833
|
|
|||
Share-based compensation
|
(210
|
)
|
|
1,001
|
|
|
—
|
|
|||
Permanent items
|
(701
|
)
|
|
(84
|
)
|
|
(954
|
)
|
|||
Valuation allowance
|
90
|
|
|
27
|
|
|
(1
|
)
|
|||
Tax credits
|
(530
|
)
|
|
(470
|
)
|
|
(90
|
)
|
|||
Return to accrual true-ups
|
(646
|
)
|
|
(78
|
)
|
|
(386
|
)
|
|||
Investor tax on non-consolidated affiliate income
|
(271
|
)
|
|
582
|
|
|
425
|
|
|||
Tax rate adjustments
|
144
|
|
|
535
|
|
|
(1,854
|
)
|
|||
Transaction costs
|
—
|
|
|
—
|
|
|
1,364
|
|
|||
Other
|
(52
|
)
|
|
56
|
|
|
150
|
|
|||
Income tax expense
|
$
|
11,832
|
|
|
$
|
5,989
|
|
|
$
|
4,442
|
|
|
|
|
|
(in thousands of dollars)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
$
|
(2,282
|
)
|
|
$
|
(2,438
|
)
|
Other intangible assets
|
(18,030
|
)
|
|
(17,275
|
)
|
||
Investor tax on non-consolidated affiliate income
|
(2,230
|
)
|
|
(2,453
|
)
|
||
Other assets
|
(527
|
)
|
|
(520
|
)
|
||
Total deferred tax liabilities
|
$
|
(23,069
|
)
|
|
$
|
(22,686
|
)
|
Deferred tax assets
|
|
|
|
||||
NOL carryforward
|
$
|
550
|
|
|
$
|
632
|
|
Accrued expenses
|
9,575
|
|
|
9,310
|
|
||
Indirect effect of uncertain tax position
|
2,869
|
|
|
2,747
|
|
||
Compensation
|
14,095
|
|
|
21,545
|
|
||
Inventories
|
1,576
|
|
|
1,081
|
|
||
Unearned income
|
4,000
|
|
|
3,492
|
|
||
Tax credits
|
2,809
|
|
|
3,517
|
|
||
Total deferred tax assets
|
$
|
35,474
|
|
|
$
|
42,324
|
|
Less: valuation allowance
|
(650
|
)
|
|
(558
|
)
|
||
Deferred tax assets less valuation allowance
|
$
|
34,824
|
|
|
$
|
41,766
|
|
Net deferred tax assets
|
$
|
11,755
|
|
|
$
|
19,080
|
|
(in thousands of dollars)
|
September 30, 2017
|
|
October 1, 2016
|
||||
Leased property under capital leases
|
$
|
1,071
|
|
|
$
|
1,071
|
|
Accumulated amortization
|
(715
|
)
|
|
(554
|
)
|
||
Leased property under capital leases, net
|
$
|
356
|
|
|
$
|
517
|
|
|
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Bus
|
$
|
930,738
|
|
|
$
|
876,087
|
|
|
$
|
861,665
|
|
Parts
|
59,864
|
|
|
55,923
|
|
|
57,463
|
|
|||
Segment net sales
|
$
|
990,602
|
|
|
$
|
932,010
|
|
|
$
|
919,128
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Bus
|
$
|
106,462
|
|
|
$
|
108,232
|
|
|
$
|
99,341
|
|
Parts
|
20,906
|
|
|
21,124
|
|
|
21,054
|
|
|||
Segment gross profit
|
$
|
127,368
|
|
|
$
|
129,356
|
|
|
$
|
120,395
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Segment gross profit
|
$
|
127,368
|
|
|
$
|
129,356
|
|
|
$
|
120,395
|
|
Adjustments:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(72,831
|
)
|
|
(102,711
|
)
|
|
(84,561
|
)
|
|||
Interest expense
|
(7,251
|
)
|
|
(16,412
|
)
|
|
(19,078
|
)
|
|||
Interest income
|
140
|
|
|
133
|
|
|
113
|
|
|||
Other income (expense), net
|
1
|
|
|
(26
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
(10,142
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
37,285
|
|
|
$
|
10,340
|
|
|
$
|
16,869
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
|||||
United States
|
$
|
878,631
|
|
|
$
|
838,418
|
|
|
861,258
|
|
Canada
|
104,016
|
|
|
83,669
|
|
|
49,847
|
|
||
Rest of world
|
7,955
|
|
|
9,923
|
|
|
8,023
|
|
||
Total net sales
|
$
|
990,602
|
|
|
$
|
932,010
|
|
|
919,128
|
|
(in thousands except share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
28,801
|
|
|
$
|
6,900
|
|
|
$
|
14,932
|
|
Less: Income (loss) from discontinued operations, net of tax
|
41
|
|
|
(328
|
)
|
|
(129
|
)
|
|||
Income from continuing operations, net of tax
|
28,760
|
|
|
7,228
|
|
|
15,061
|
|
|||
Less: preferred stock dividends
|
4,261
|
|
|
3,878
|
|
|
2,438
|
|
|||
Less: preferred stock repurchase
|
6,091
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations available to common stockholders, net of tax
|
$
|
18,408
|
|
|
$
|
3,350
|
|
|
$
|
12,623
|
|
|
|
|
|
|
|
||||||
Basic earnings per share (1):
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
23,343,772
|
|
|
21,252,616
|
|
|
21,182,885
|
|
|||
Basic earnings per share, continuing operations
|
$
|
0.79
|
|
|
$
|
0.16
|
|
|
$
|
0.60
|
|
Basic earnings per share, discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|||
Basic earnings per share
|
$
|
0.79
|
|
|
$
|
0.14
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share (2):
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
23,343,772
|
|
|
21,252,616
|
|
|
21,182,885
|
|
|||
Weighted average dilutive securities, convertible preferred stock
|
—
|
|
|
—
|
|
|
4,314,064
|
|
|||
Weighted average dilutive securities, restricted stock
|
19,073
|
|
|
60,401
|
|
|
653
|
|
|||
Weighted average dilutive securities, warrants
|
1,280,265
|
|
|
—
|
|
|
—
|
|
|||
Weighted average dilutive securities, stock options
|
234,619
|
|
|
2,602
|
|
|
—
|
|
|||
Weighted average shares and dilutive potential common shares
|
24,877,729
|
|
|
21,315,619
|
|
|
25,497,602
|
|
|||
Diluted earnings per share, continuing operations
|
$
|
0.74
|
|
|
$
|
0.16
|
|
|
$
|
0.59
|
|
Diluted earnings per share, discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|||
Diluted earnings per share
|
$
|
0.74
|
|
|
$
|
0.14
|
|
|
$
|
0.59
|
|
|
|
|
2017
|
|||||
Restricted Stock Activity
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Balance, beginning of year
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
77,451
|
|
|
15.82
|
|
|
Forfeited
|
|
(1,861
|
)
|
|
15.50
|
|
|
Balance, end of year
|
|
75,590
|
|
|
15.83
|
|
|
|
2017
|
|||||
|
|
Number of Options
|
|
Weighted Average Exercise Price per Share ($)
|
|||
Outstanding options, beginning of year
|
|
918,749
|
|
|
$
|
10.08
|
|
Granted
|
|
133,484
|
|
|
15.50
|
|
|
Exercised
|
|
(418,148
|
)
|
|
10.08
|
|
|
Forfeited
|
|
(10,123
|
)
|
|
15.50
|
|
|
Outstanding options, end of year
|
|
623,962
|
|
|
$
|
11.15
|
|
Fully vested and exercisable options, end of year (1)
|
|
500,601
|
|
|
$
|
10.07
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Expected volatility
|
|
33.7
|
%
|
|
33.7
|
%
|
|
40.1
|
%
|
|||
Expected dividend yield
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|||
Risk-free interest rate
|
|
1.9
|
%
|
|
1.7
|
%
|
|
1.7
|
%
|
|||
Expected term (in years)
|
|
5.5
|
|
|
4.7
|
|
|
6.0
|
|
|||
Weighted-average grant-date fair value
|
|
$
|
5.35
|
|
|
$
|
3.72
|
|
|
$
|
4.14
|
|
|
Benefit Obligation
|
||||||
(in thousands of dollars)
|
2017
|
|
2016
|
||||
Projected benefit obligation balance, beginning of year
|
$
|
157,030
|
|
|
$
|
142,798
|
|
Interest cost
|
5,063
|
|
|
5,643
|
|
||
Assumption changes (1)
|
(9,621
|
)
|
|
14,402
|
|
||
Actuarial gain
|
(798
|
)
|
|
440
|
|
||
Benefits paid
|
(6,937
|
)
|
|
(6,253
|
)
|
||
Projected benefit obligations balance, end of year
|
$
|
144,737
|
|
|
$
|
157,030
|
|
|
|
Plan Assets
|
||||||
(in thousands of dollars)
|
2017
|
|
2016
|
||||
Fair value of plan assets, beginning of year
|
$
|
100,662
|
|
|
$
|
96,371
|
|
Actual return on plan assets
|
14,702
|
|
|
6,337
|
|
||
Employer contribution
|
5,414
|
|
|
5,305
|
|
||
Expenses
|
(1,530
|
)
|
|
(1,098
|
)
|
||
Benefits paid
|
(6,937
|
)
|
|
(6,253
|
)
|
||
Fair value of plan assets, end of year
|
$
|
112,311
|
|
|
$
|
100,662
|
|
|
|
Funded Status
|
||||||
(in thousands of dollars)
|
|
September 30, 2017
|
|
October 1, 2016
|
||||
Benefit obligation
|
|
$
|
144,737
|
|
|
$
|
157,030
|
|
Fair value of plan assets
|
|
112,311
|
|
|
100,662
|
|
||
Funded status
|
|
(32,426
|
)
|
|
(56,368
|
)
|
||
Net pension liability recognized
|
|
$
|
(32,426
|
)
|
|
$
|
(56,368
|
)
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
|
Level 3
|
|
Unobservable inputs for the asset or liability
|
(in thousands of dollars)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
—
|
|
|
$
|
80,795
|
|
|
$
|
—
|
|
|
$
|
80,795
|
|
Debt securities
|
|
—
|
|
|
31,516
|
|
|
—
|
|
|
31,516
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
112,311
|
|
|
$
|
—
|
|
|
$
|
112,311
|
|
|
|
|
|
|
|
|
|
|
||||||||
October 1, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
—
|
|
|
$
|
58,904
|
|
|
$
|
—
|
|
|
$
|
58,904
|
|
Debt securities
|
|
—
|
|
|
41,758
|
|
|
—
|
|
|
41,758
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
100,662
|
|
|
$
|
—
|
|
|
$
|
100,662
|
|
(in thousands of dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Interest cost
|
$
|
5,063
|
|
|
$
|
5,643
|
|
|
$
|
5,707
|
|
Expected return on plan assets
|
(6,358
|
)
|
|
(6,112
|
)
|
|
(6,443
|
)
|
|||
Amortization of net loss
|
6,291
|
|
|
4,787
|
|
|
3,567
|
|
|||
Net periodic benefit cost
|
$
|
4,996
|
|
|
$
|
4,318
|
|
|
$
|
2,831
|
|
Net (gain) loss
|
$
|
(17,232
|
)
|
|
$
|
15,716
|
|
|
$
|
11,797
|
|
Amortization of net loss
|
(6,291
|
)
|
|
(4,787
|
)
|
|
(3,567
|
)
|
|||
Total (gain) loss recognized in other comprehensive income
|
$
|
(23,523
|
)
|
|
$
|
10,929
|
|
|
$
|
8,230
|
|
Total (gain) loss recognized in net periodic pension benefit cost and other comprehensive income
|
$
|
(18,527
|
)
|
|
$
|
15,247
|
|
|
$
|
11,061
|
|
Weighted-average assumptions used to determine benefit obligations:
|
|
September 30, 2017
|
|
October 1, 2016
|
||
Discount rate
|
|
3.85
|
%
|
|
3.30
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
September 30, 2017
|
|
October 1, 2016
|
||
Discount rate
|
|
3.30
|
%
|
|
4.05
|
%
|
Expected long-term return on plan assets
|
|
6.37
|
%
|
|
6.37
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
|
September 30, 2017
|
|
October 1, 2016
|
||
Equity securities
|
|
72
|
%
|
|
59
|
%
|
Debt securities
|
|
28
|
%
|
|
41
|
%
|
|
|
100
|
%
|
|
100
|
%
|
(in thousands of dollars)
|
Expected Payments
|
||
2018
|
$
|
7,499
|
|
2019
|
7,653
|
|
|
2020
|
7,750
|
|
|
2021
|
7,930
|
|
|
2022
|
8,137
|
|
|
2023 - 2027
|
42,869
|
|
|
Total expected future benefit payments
|
$
|
81,838
|
|
Foreign Exchange Contracts
(in thousands of dollars)
|
|
Location
|
|
2017
|
|
2016
|
||||
Amount of loss recognized in income on derivatives (effective portion)
|
|
OCI
|
|
$
|
344
|
|
|
$
|
(236
|
)
|
Amount of loss reclassified from AOCI into income (effective portion)
|
|
Net sales
|
|
(97
|
)
|
|
440
|
|
||
Amount of gain reclassified from AOCI into income (effective portion)
|
|
Other expense
|
|
(227
|
)
|
|
(224
|
)
|
||
Total amount recognized in other comprehensive loss
|
|
|
|
$
|
20
|
|
|
$
|
(20
|
)
|
(in thousands)
|
Defined Benefit Pension Plan
|
|
Cash Flow Hedges (Effective Portion)
|
|
Total AOCI
|
||||||
Balance, September 27, 2014
|
$
|
(46,568
|
)
|
|
$
|
—
|
|
|
$
|
(46,568
|
)
|
Other comprehensive loss, gross
|
(11,797
|
)
|
|
—
|
|
|
(11,797
|
)
|
|||
Amounts reclassified from other comprehensive income and included in earnings
|
3,567
|
|
|
—
|
|
|
3,567
|
|
|||
Total other comprehensive loss, before taxes
|
(8,230
|
)
|
|
—
|
|
|
(8,230
|
)
|
|||
Income tax benefit
|
3,024
|
|
|
—
|
|
|
3,024
|
|
|||
Balance, October 3, 2015
|
$
|
(51,774
|
)
|
|
$
|
—
|
|
|
$
|
(51,774
|
)
|
Other comprehensive loss, gross
|
(15,716
|
)
|
|
(236
|
)
|
|
(15,952
|
)
|
|||
Amounts reclassified from other comprehensive income and included in earnings
|
4,787
|
|
|
216
|
|
|
5,003
|
|
|||
Total other comprehensive loss, before taxes
|
(10,929
|
)
|
|
(20
|
)
|
|
(10,949
|
)
|
|||
Income tax benefit
|
3,825
|
|
|
7
|
|
|
3,832
|
|
|||
Balance, October 1, 2016
|
$
|
(58,878
|
)
|
|
$
|
(13
|
)
|
|
$
|
(58,891
|
)
|
Other comprehensive income, gross
|
17,232
|
|
|
344
|
|
|
17,576
|
|
|||
Amounts reclassified from other comprehensive income and included in earnings
|
6,291
|
|
|
(324
|
)
|
|
5,967
|
|
|||
Total other comprehensive income, before taxes
|
23,523
|
|
|
20
|
|
|
23,543
|
|
|||
Income tax expense
|
(8,520
|
)
|
|
(7
|
)
|
|
(8,527
|
)
|
|||
Balance, September 30, 2017
|
$
|
(43,875
|
)
|
|
$
|
—
|
|
|
$
|
(43,875
|
)
|
2.1†
|
2.2
|
2.3
|
3.1
|
3.2
|
3.3
|
4.1
|
4.2
|
4.3
|
4.4
|
4.5
|
4.6
|
10.1
|
10.2††
|
10.3
|
10.4††
|
10.5††
|
10.6††
|
10.7††
|
10.8††
|
10.9††
|
10.10
|
10.11††
|
10.12††
|
10.13††
|
10.14††
|
10.15††
|
10.16
|
10.17
|
10.18
|
10.19††*
|
10.20††*
|
10.21*
|
21.1*
|
23.1*
|
23.2*
|
31.1*
|
31.2*
|
32.1*
|
32.2*
|
99.1
|
99.2
|
99.3
|
101.INS*^
|
XBRL Instance Document.
|
|
|
101.SCH*^
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL*^
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF*^
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB*^
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE*^
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(in thousands of dollars)
|
|
Allowance for Doubtful Accounts
|
||||||||||||||
Fiscal Year Ended
|
|
Beginning Balance
|
|
Charges to Expense/(Income)
|
|
Doubtful Accounts Written Off, Net
|
|
Ending Balance
|
||||||||
October 3, 2015
|
|
$
|
71
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
105
|
|
October 1, 2016
|
|
105
|
|
|
(5
|
)
|
|
—
|
|
|
100
|
|
||||
September 30, 2017
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
(in thousands of dollars)
|
|
Deferred Tax Valuation Allowance
|
||||||||||||||
Fiscal Year Ended
|
|
Beginning Balance
|
|
Charges to Expense/(Income)
|
|
Charges utilized/Write offs
|
|
Ending Balance
|
||||||||
October 3, 2015
|
|
$
|
672
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
671
|
|
October 1, 2016
|
|
671
|
|
|
(86
|
)
|
|
(27
|
)
|
|
558
|
|
||||
September 30, 2017
|
|
558
|
|
|
92
|
|
|
—
|
|
|
650
|
|
Person
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Phil Horlock
|
|
President, Chief Executive Officer and Director
|
|
|
Phil Horlock
|
|
(Principal Executive Officer)
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Phil Tighe
|
|
Chief Financial Officer
|
|
|
Phil Tighe
|
|
(Principal Financial and Accounting Officer)
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Gurminder S. Bedi
|
|
|
|
|
Gurminder S. Bedi
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Chan Galbato
|
|
|
|
|
Chan Galbato
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Douglas Grimm
|
|
|
|
|
Douglas Grimm
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Daniel J. Hennessy
|
|
|
|
|
Daniel J. Hennessy
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Kevin Penn
|
|
|
|
|
Kevin Penn
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Michael Sand
|
|
|
|
|
Michael Sand
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
/s/ Alan H. Schumacher
|
|
|
|
|
Alan H. Schumacher
|
|
Director
|
|
December 8, 2017
|
|
|
|
|
|
•
|
Company Life insurance and AD&D are administered by Metlife;
|
◦
|
Blue Bird will provide you with three times your annual salary in life coverage (maximum $1M). You may elect to take additional optional life insurance for you, your spouse and children (if applicable).
|
•
|
Salaried Short-Term disability (self-administrated)
|
◦
|
Blue Bird will provide regular payroll for 180 days
|
•
|
Executive Supplemental Long-Term Disability program (after 180 days) provided through Unum
|
◦
|
Blue Bird will provide individual disability plan which pays 75% of base with monthly maximum of $10,000 benefit to Age 67
|
•
|
401k Retirement Savings program administered through MassMutual. Following 90 days of continuous employment, the company will match 50% of your contribution to 6%.
|
•
|
Company-sponsored healthcare coverage.
|
•
|
At-Will Employment
|
•
|
Confidentiality, Non-Compete, Non-Solicitation
|
•
|
Relocation Agreement
|
•
|
Severance Agreement
|
/s/ Mark Terry
|
|
4/4/2016
|
Mark Terry
|
|
Date
|
/s/ Phil Horlock
|
Phil Horlock
|
President and Chief Executive Officer
|
Blue Bird Corporation
|
|
EMPLOYEE
|
/s/ Mark Terry
|
Mark Terry
|
|
BLUE BIRD CORPORATION
|
By:
/s/Mike McCurdy
|
Name: Mike McCurdy
|
Title: VP Human Resources / External Affairs
|
•
|
Company Life insurance and AD&D are administered by Metlife;
|
◦
|
Blue Bird will provide you with three times your annual salary in life coverage (maximum $1M). You may elect to take additional optional life insurance for you, your spouse and children (if applicable).
|
•
|
Salaried Short-Term disability (self-administrated)
|
◦
|
Blue Bird will provide regular payroll for 180 days
|
•
|
Executive Supplemental Long-Term Disability program (after 180 days) provided through Unum
|
◦
|
Blue Bird will provide individual disability plan which pays 75% of base with monthly maximum of $10,000 benefit to Age 67
|
•
|
401k Retirement Savings program administered through MassMutual. Following 90 days of continuous employment, the company will match 50% of your contribution to 6%.
|
•
|
At your specific request, this offer does not include company-sponsored healthcare coverage.
|
•
|
At-Will Employment
|
•
|
Confidentiality, Non-Compete, Non-Solicitation
|
•
|
Relocation Agreement
|
•
|
Severance Agreement
|
/s/ Tom Roberts
|
|
10/28/2015
|
Tom Roberts
|
|
Date
|
/s/ Mike McCurdy
|
Mike McCurdy
|
Vice President Human Resources/External Affairs
|
Blue Bird Corporation
|
By:
|
/s/ Adam Gray
|
|
Name:
|
Adam Gray
|
|
Title:
|
Manager
|
|
By:
|
/s/ Adam Gray
|
|
Name:
|
Adam Gray
|
|
Title:
|
Manager
|
|
By:
|
/s/ Adam Gray
|
|
Name:
|
Adam Gray
|
|
Title:
|
Manager
|
|
By:
|
/s/ P. Tighe
|
|
Name:
|
P. Tighe
|
|
Title:
|
CFO
|
|
Seller
|
|
Transaction Securities Owned
|
|
Purchase Price
|
|
Wire Instructions
|
Coliseum School Bus Holdings, LLC
|
|
100,000 shares of Preferred Stock
|
|
$ 16,434,587.45
|
|
Bank: Connecticut Community Bank, N.A.
ABA#: 021113251
Account name: Coliseum School Bus Holdings, LLC
Account #: 1346204
|
Coliseum Capital Partners, L.P.
|
|
625,923 shares of Common Stock
310,505 Warrants
|
|
$ 12,783,519.33
|
|
Chase Manhattan Bank, NY
ABA# 021-000-021
F/A/O Goldman Sachs & Co, NY
A/C# 930-1-011483
F/F/C Coliseum Capital Partners, LP
A/C# 002-34086-7
|
Coliseum Capital Partners II, L.P.
|
|
24,951 shares of Common Stock
85,790 Warrants
|
|
$ 772,035.40
|
|
Chase Manhattan Bank, NY
ABA# 021-000-021
F/A/O Goldman Sachs & Co, NY
A/C# 066642426
F/F/C Coliseum Capital Partners II, LP
A/C# 002-50879-4
|
Blackwell Partners, LLC - Series A
|
|
91,692 shares of Common Stock
115,705 Warrants
|
|
$ 2,123,701.18
|
|
Chase Manhattan Bank, NY
ABA# 021-000-021
F/A/O Goldman Sachs & Co, NY
A/C# 930-1-011483
F/F/C Blackwell Partners, LLC, Series A
A/C# 002407583
|
|
|
|
|
|
Organized under the laws of:
|
Subsidiaries that are 100% owned
|
|
|
School Bus Holdings Inc.
|
|
Delaware
|
Peach County Holdings Inc.
|
|
Delaware
|
Blue Bird Global Corporation
|
|
Delaware
|
Blue Bird Body Co.
|
|
Georgia
|
Canadian Blue Bird Coach, Ltd.
|
|
Canada
|
Subsidiaries that are 50% owned
|
|
|
Micro Bird Holdings, Inc.
|
|
Canada
|
Corporation Micro Bird Inc.
|
|
Canada
|
Micro Bird USA Corporation
|
|
New York
|
Dated:
|
December 8, 2017
|
|
By: /s/ Philip Horlock
|
|
|
|
Philip Horlock
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(principal executive officer)
|
Dated:
|
December 8, 2017
|
|
By: /s/ Phillip Tighe
|
|
|
|
Phillip Tighe
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
Dated:
|
December 8, 2017
|
|
By: /s/ Philip Horlock
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Philip Horlock
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President and Chief Executive Officer
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(principal executive officer)
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Dated:
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December 8, 2017
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By: /s/ Phillip Tighe
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Phillip Tighe
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Chief Financial Officer
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(principal financial officer)
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