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Item 9A. Controls and Procedures

2020-12-17 compared with 2019-12-12 · 45 added, 41 removed, 123 unchanged (41% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In connection with the preparation of this Annual Report on Form 10-K, the Company carried out an evaluation under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as of September 28, 2019 on the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with the preparation of this Annual Report on Form 10-K, the Company carried out an evaluation under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as of October 3, 2020 on the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

3 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

3 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) .

Based on management's assessment and those criteria, management concluded that our internal control over financial reporting was effective as of September 28, 2019 .

Our independent registered public accounting firm has issued their report on the effectiveness of our internal control over financial reporting as of September 28, 2019 , which appears in this Annual Report on Form 10-K.

Based on management's assessment and those criteria, management concluded that our internal control over financial reporting was effective as of October 3, 2020 .

Our independent registered public accounting firm has issued their report on the effectiveness of our internal control over financial reporting as of October 3, 2020 , which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter ended September 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter ended October 3, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information responsive to this item is incorporated by reference from the sections entitled “Corporate Governance and Board Matters”, “Election of Directors” and “Information Concerning Management” contained in the Proxy Statement.

The information responsive to this item is incorporated by reference from the sections entitled “Election of Directors,” “Information Concerning Management,” and “Corporate Governance and Board Matters” contained in the Proxy Statement.

Executive Compensation

11 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at September 28, 2019 and September 29, 2018

Consolidated Statements of Operations for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017

Consolidated Statements of Comprehensive Income for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017

Consolidated Statements of Stockholders' Deficit for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017

Consolidated Statements of Cash Flows for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017

Consolidated Balance Sheets at October 3, 2020 and September 28, 2019

Consolidated Statements of Operations for the fiscal years ended October 3, 2020 , September 28, 2019 and September 29, 2018

Consolidated Statements of Comprehensive Income for the fiscal years ended October 3, 2020 , September 28, 2019 and September 29, 2018

Consolidated Statements of Stockholders' Deficit for the fiscal years ended October 3, 2020 , September 28, 2019 and September 29, 2018

Consolidated Statements of Cash Flows for the fiscal years ended October 3, 2020 , September 28, 2019 and September 29, 2018

Notes to Consolidated Financial Statements

2 unchanged sentences

All other schedules are not required under the related instructions or are not applicable.

Purchase Agreement, dated as of September 21, 2014, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V.

(incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed by the registrant on September 24, 2014).

Amendment No.

1 to Purchase Agreement, dated as of February 10, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 11, 2015).

Amendment No.

2 to Purchase Agreement, dated as of February 18, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V.

(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed by the registrant on February 19, 2015).

The registrant’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed by the registrant on February 26, 2015)

2 unchanged sentences

Specimen stock certificate for the registrant’s common stock (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

Specimen warrant certificate (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

Warrant Agreement, dated as of January 16, 2014, between Continental Stock Transfer & Trust Company and the registrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed by the registrant on January 23, 2014).

Credit Agreement dated as of December 12, 2016 by and among Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries and affiliates and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth Third Bank, as Co-Syndication Agent and an Issuing Bank and Regions Bank, as Co-Syndication Agent, and the other lenders party thereto, together with certain exhibits (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on December 15, 2016).

First Amendment to Credit Agreement, dated as of September 13, 2018, by and among the Company, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, Bank of Montreal, as Administrative Agent and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed by the Company on September 13, 2018).

Registration Rights Agreement between the registrant and certain security holders entered into in connection with the registrant’s initial public offering (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on January 23, 2014).

Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “Incentive Plan”) (incorporated by reference to Annex D to the registrant’s definitive Proxy Statement, as filed on January 20, 2015).

First Amendment to Credit Agreement, dated as of September 13, 2018, by and among Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, Bank of Montreal, as Administrative Agent and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed by the registrant on September 13, 2018).

Second Amendment to Credit Agreement, dated as of May 7, 2020, by and among the Company, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, Bank of

Montreal, as Administrative Agent and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on May 8, 2020).

Description of the registrant's securities.

Blue Bird Corporation Amended and Restated 2015 Omnibus Equity Incentive Plan (the “Incentive Plan”) (incorporated by reference to Appendix A to the registrant’s definitive Proxy Statement, as filed on January 27, 2020).

Registration Rights Agreement, dated as of February 24, 2015, by and among the registrant, The Traxis Group B.V.

and the investors named therein (incorporated by reference to Exhibit 10.11 of the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

Purchase and Sale Agreement dated May 26, 2016 by and among The Traxis Group BV, Blue Bird Corporation and ASP BB Holdings LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on May 27, 2016).

Form of grant agreement for incentive stock options granted under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.16 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

2 unchanged sentences

Form of grant agreement for restricted stock units granted under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.19 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

Revised form of grant agreement for non-qualified stock options granted under the registrant's Incentive Plan.

Revised form of grant agreement for restricted stock units granted under the registrant's Incentive Plan.

Revised form of grant agreement for non-qualified stock options granted under the registrant's Incentive Plan (incorporated by reference to Exhibit 10.8 to the registrant's Annual Report on Form 10-K filed by the registrant on December 12, 2019).

Revised form of grant agreement for restricted stock units granted under the registrant's Incentive Plan (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed by the registrant on December 12, 2019).

Form of indemnity agreement between the registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.23 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

3 unchanged sentences

and Philip Horlock made as of June 1, 2012 (incorporated by reference to Exhibit 10.25 to the registrant’s Current Report on Form 8-K/A filed by the registrant on April 23, 2015).

Severance Agreement, dated as of May 10, 2012, between Blue Bird Corporation and Phillip Tighe (incorporated by reference to Exhibit 10.29 to the registrant’s Current Report on Form 8-K/A filed by the registrant on April 23, 2015).

Severance Agreement, dated as of May 10, 2012, between Blue Bird Corporation and Charles (Trey) Jenkins III (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on February 13, 2020).

Severance Agreement, dated as of July 1, 2008, between School Bus Holdings Inc.

7 unchanged sentences

Second Amendment to Credit Agreement, dated as of May 7, 2020, by and among Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, Bank of Montreal, as Administrative Agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on May 8, 2020).

Revised form of grant agreement for non-qualified stock options granted to employees under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on February 13, 2020).

Revised form of grant agreement for restricted stock units granted to employees under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on February 13, 2020).

Retirement Agreement, dated as of May 30, 2020, between Blue Bird Corporation and Phillip Tighe (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 13, 2020).

Consulting Agreement, dated as of May 30, 2020, between Blue Bird Corporation and Phillip Tighe (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 13, 2020).

Offer Letter, dated as of April 28, 2020, between Blue Bird Corporation and Jeffery L.

Taylor (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 13, 2020).

Severance Agreement, dated as of May 1, 2020, between Blue Bird Corporation and Jeffery L.

Taylor (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 13, 2020).

Subsidiaries of the registrant.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2019 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith:

The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended October 3, 2020 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith:

(i) Consolidated Balance Sheets;

4 unchanged sentences

and (v) Notes to the Consolidated Financial Statements.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_________________________

* Filed herewith.

† The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

The Registrant

agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

† Management contract or compensatory plan or arrangement.

11 unchanged sentences

September 28, 2019

October 3, 2020

(in thousands)

7 unchanged sentences

September 28, 2019

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 3, 2020

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Blue Bird Corporation

December 17, 2020 By:

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Phil Horlock

/s/ Philip Horlock

President, Chief Executive Officer and Director

Philip Horlock

(Principal Executive Officer)

December 17, 2020

/s/ Phil Tighe

/s/ Jeffery Taylor

Chief Financial Officer

Jeffery Taylor

(Principal Financial and Accounting Officer)

9 unchanged sentences

December 17, 2020

/s/ Connor Wentzell

Connor Wentzell

December 17, 2020

December 12, 2019

/s/ Kathleen M.

December 17, 2020

/s/ Jared Sperling

Jared Sperling

December 17, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures