Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Blue Bird Corporation
Macon, Georgia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Blue Bird Corporation (the “Company”) as of October 3, 2020 and September 28, 2019, the related consolidated statements of operations and comprehensive income, stockholders’ deficit, and cash flows for each of the three years in the period ended October 3, 2020, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 3, 2020 and September 28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended October 3, 2020 , in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of October 3, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 17, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BDO USA, LLP
We have served as the Company's auditor since 2016.
Atlanta, Georgia
December 17, 2020
43
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Blue Bird Corporation
Macon, Georgia
Opinion on Internal Control over Financial Reporting
We have audited Blue Bird Corporation’s (the “Company’s”) internal control over financial reporting as of October 3, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 3, 2020, based on the COSO criteria .
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of October 3, 2020 and September 28, 2019, the related consolidated statements of operations and comprehensive income, stockholders’ deficit, and cash flows for each of the three years in the period ended October 3, 2020, and the related notes and schedule and our report dated December 17, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, LLP
Atlanta, Georgia
December 17, 2020
44
BLUE BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands except for share data)
October 3, 2020
September 28, 2019
Assets
Current assets
Cash and cash equivalents
$
44,507
$
70,959
Accounts receivable, net
7,623
10,537
Inventories
56,523
78,830
Other current assets
8,243
11,765
Total current assets
$
116,896
$
172,091
Property, plant and equipment, net
103,372
100,058
Goodwill
18,825
18,825
Intangible assets, net
51,632
54,720
Equity investment in affiliate
14,320
11,106
Deferred tax assets
4,365
3,600
Finance lease right-of-use assets
6,983
4,638
Other assets
1,022
375
Total assets
$
317,415
$
365,413
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable
$
57,602
$
102,266
Warranty
8,336
9,161
Accrued expenses
15,773
28,697
Deferred warranty income
8,540
8,632
Finance lease obligations
1,280
716
Other current liabilities
10,217
10,310
Current portion of long-term debt
9,900
9,900
Total current liabilities
$
111,648
$
169,682
Long-term liabilities
Long-term debt
$
164,204
$
173,226
Warranty
13,038
13,182
Deferred warranty income
14,048
15,413
Deferred tax liabilities
254
168
Finance lease obligations
5,879
3,921
Other liabilities
14,315
12,108
Pension
47,259
45,524
Total long-term liabilities
$
258,997
$
263,542
Guarantees, commitments and contingencies (Note 10)
Stockholders' deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 issued with liquidation preference of $0 at October 3, 2020 and September 28, 2019
$
—
$
—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 27,048,404 and 26,476,336 shares outstanding at October 3, 2020 and September 28, 2019, respectively.
3
3
Additional paid-in capital
88,910
84,271
Accumulated deficit
( 33,464
)
( 45,649
)
Accumulated other comprehensive loss
( 58,397
)
( 56,154
)
Treasury stock, at cost, 1,782,568 shares at October 3, 2020 and September 28, 2019
( 50,282
)
( 50,282
)
Total stockholders' deficit
$
( 53,230
)
$
( 67,811
)
Total liabilities and stockholders' deficit
$
317,415
$
365,413
The accompanying notes are an integral part of these consolidated financial statements.
45
BLUE BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Years Ended
(in thousands except for share data)
2020
2019
2018
Net sales
$
879,221
$
1,018,874
$
1,024,976
Cost of goods sold
783,021
885,400
902,988
Gross profit
$
96,200
$
133,474
$
121,988
Operating expenses
Selling, general and administrative expenses
74,206
89,642
86,911
Operating profit
$
21,994
$
43,832
$
35,077
Interest expense
( 12,252
)
( 12,879
)
( 6,661
)
Interest income
11
9
70
Other income (expense), net
738
( 1,331
)
( 1,613
)
Income before income taxes
$
10,491
$
29,631
$
26,873
Income tax (expense) benefit
( 1,519
)
( 7,573
)
2,620
Equity in net income of non-consolidated affiliate
3,213
2,242
1,327
Net income
$
12,185
$
24,300
$
30,820
Earnings per share:
Net income (from above)
$
12,185
$
24,300
$
30,820
Less: preferred stock dividends
—
—
1,896
Net income available to common stockholders
$
12,185
$
24,300
$
28,924
Basic weighted average shares outstanding
26,850,999
26,455,436
25,259,595
Diluted weighted average shares outstanding
27,086,555
27,043,814
28,616,862
Basic earnings per share
$
0.45
$
0.92
$
1.15
Diluted earnings per share
$
0.45
$
0.90
$
1.08
The accompanying notes are an integral part of these consolidated financial statements.
46
BLUE BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal Years Ended
(in thousands)
2020
2019
2018
Net income
$
12,185
$
24,300
$
30,820
Other comprehensive (loss) income, net of tax
Net change in defined benefit pension plan
( 2,243
)
( 17,727
)
5,448
Total other comprehensive (loss) income, net of tax
$
( 2,243
)
$
( 17,727
)
$
5,448
Comprehensive income
$
9,942
$
6,573
$
36,268
The accompanying notes are an integral part of these consolidated financial statements.
47
BLUE BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Years Ended
(in thousands)
2020
2019
2018
Cash flows from operating activities
Net income
$
12,185
$
24,300
$
30,820
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
14,400
10,383
9,042
Non-cash interest expense
3,651
3,822
771
Share-based compensation
4,141
4,273
2,628
Equity in net income of affiliate
( 3,213
)
( 2,242
)
( 1,327
)
(Gain) loss on disposal of fixed assets
( 76
)
5
114
Deferred taxes
29
6,632
5,655
Amortization of deferred actuarial pension losses
1,720
2,758
3,521
Foreign currency hedges
—
109
( 109
)
Changes in assets and liabilities:
Accounts receivable
2,914
13,530
( 13,920
)
Inventories
22,308
( 21,497
)
17,786
Other assets
5,068
( 4,651
)
2,755
Accounts payable
( 40,258
)
6,318
3,096
Accrued expenses, pension and other liabilities
( 19,410
)
9,707
( 14,307
)
Dividend from equity investment in affiliate
—
2,259
1,828
Total adjustments
$
( 8,726
)
$
31,406
$
17,533
Total cash provided by operating activities
$
3,459
$
55,706
$
48,353
Cash flows from investing activities
Cash paid for fixed assets and acquired intangible assets
$
( 18,968
)
$
( 35,514
)
$
( 32,118
)
Proceeds from sale of fixed assets
165
47
14
Total cash used in investing activities
$
( 18,803
)
$
( 35,467
)
$
( 32,104
)
Cash flows from financing activities
Borrowings under the term loan
$
—
$
50,000
$
—
Repayments of the term loan
( 9,900
)
( 9,900
)
( 7,850
)
Principal payments on finance leases
( 945
)
( 133
)
—
Cash paid for capital leases
—
—
( 158
)
Cash paid for debt issuance costs
( 935
)
—
( 2,006
)
Payment of dividends on preferred stock
—
—
( 1,896
)
Cash paid for employee taxes on vested restricted shares and stock option exercises
( 3,568
)
( 636
)
( 2,211
)
Proceeds from exercises of warrants
4,240
1,499
22,102
Common stock, preferred stock, and warrant repurchases under share repurchase programs
—
—
( 26,586
)
Tender offer repurchase of common stock and preferred stock
—
( 50,370
)
—
Total cash used in financing activities
$
( 11,108
)
$
( 9,540
)
$
( 18,605
)
Change in cash and cash equivalents
( 26,452
)
10,699
( 2,356
)
Cash and cash equivalents, beginning of year
70,959
60,260
62,616
Cash and cash equivalents, end of year
$
44,507
$
70,959
$
60,260
48
Fiscal Years Ended
(in thousands)
2020
2019
2018
Supplemental disclosures of cash flow information
Cash paid or received during the period:
Interest paid, net of interest received
$
7,591
$
10,408
$
5,782
Income tax (received) paid, net of tax refunds
( 1,542
)
4,586
3,673
Non-cash Investing and Financing Activities:
Changes in accounts payable for capital additions to property, plant and equipment and other current assets for capitalized intangible assets
$
( 5,422
)
$
8,040
$
6,389
Cashless exercise of stock options
5,246
481
3,570
Cashless exercise of warrants
—
416
—
Right-of-use assets obtained in exchange for operating lease obligations
—
8,040
—
Right-of-use assets obtained in exchange for finance lease obligations
3,496
4,770
—
Conversion of preferred stock into common stock
—
9,264
—
The accompanying notes are an integral part of these consolidated financial statements.
49
BLUE BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Common Stock
Convertible Preferred Stock
Treasury Stock
(in thousands except for share data)
Shares
Par Value
Additional Paid-In-Capital
Shares
Amount
Accumulated Other Comprehensive Loss
Accumulated Deficit
Shares
Amount
Total Stockholders' Deficit
Balance, September 30, 2017
23,739,344
$
2
$
45,418
400,000
$
40,000
$
( 43,875
)
$
( 100,055
)
—
$
—
$
( 58,510
)
Exercise of stock warrants
1,921,901
1
22,102
—
—
—
—
—
—
22,103
Restricted stock activity
33,963
—
( 370
)
—
—
—
—
—
—
( 370
)
Stock option activity
97,504
—
( 1,841
)
—
—
—
—
—
—
( 1,841
)
Preferred stock dividends
—
—
( 1,896
)
—
—
—
—
—
—
( 1,896
)
Share repurchase program
( 1,183,412
)
—
( 26,586
)
—
—
—
—
—
—
( 26,586
)
Preferred stock conversion
2,649,962
—
30,700
( 307,000
)
( 30,700
)
—
—
—
—
—
Share-based compensation expense
—
—
2,496
—
—
—
—
—
—
2,496
Net income
—
—
—
—
—
—
30,820
—
—
30,820
Other comprehensive income, net of tax
—
—
—
—
—
5,448
—
—
—
5,448
Balance, September 29, 2018
27,259,262
$
3
$
70,023
93,000
$
9,300
$
( 38,427
)
$
( 69,235
)
—
$
—
$
( 28,336
)
Adoption of new revenue recognition standard (ASC 606) adjustment
—
—
—
—
—
—
( 714
)
—
—
( 714
)
Exercise of stock warrants
144,996
—
1,499
—
—
—
—
—
—
1,499
Restricted stock activity
51,195
—
( 596
)
—
—
—
—
—
—
( 596
)
Stock option activity
3,836
—
( 40
)
—
—
—
—
—
—
( 40
)
Tender offer share repurchases
( 1,782,568
)
—
( 52
)
( 364
)
( 36
)
—
—
1,782,568
( 50,282
)
( 50,370
)
Preferred stock conversion
799,615
—
9,264
( 92,636
)
( 9,264
)
—
—
—
—
—
Share-based compensation expense
—
—
4,173
—
—
—
—
—
—
4,173
Net income
—
—
—
—
—
—
24,300
—
—
24,300
Other comprehensive loss, net of tax
—
—
—
—
—
( 17,727
)
—
—
—
( 17,727
)
Balance, September 28, 2019
26,476,336
$
3
$
84,271
—
$
—
$
( 56,154
)
$
( 45,649
)
1,782,568
$
( 50,282
)
$
( 67,811
)
Exercise of stock warrants
368,712
—
4,240
—
—
—
—
—
—
4,240
Restricted stock activity
94,724
—
( 1,623
)
—
—
—
—
—
—
( 1,623
)
Stock option activity
108,632
—
( 1,945
)
—
—
—
—
—
—
( 1,945
)
Share-based compensation expense
—
—
3,967
—
—
—
—
—
—
3,967
Net income
—
—
—
—
—
—
12,185
—
—
12,185
Other comprehensive loss, net of tax
—
—
—
—
—
( 2,243
)
—
—
—
( 2,243
)
Balance, October 3, 2020
27,048,404
$
3
$
88,910
—
$
—
$
( 58,397
)
$
( 33,464
)
1,782,568
$
( 50,282
)
$
( 53,230
)
The accompanying notes are an integral part of these consolidated financial statements.
50
BLUE BIRD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business and Basis of Presentation
Nature of Business
Blue Bird Body Company, a wholly-owned subsidiary of Blue Bird, was incorporated in 1958 and has manufactured, assembled and sold school buses to a variety of municipal, federal and commercial customers since 1927. The majority of Blue Bird’s sales are made to an independent distributor network, which in turn sells buses to ultimate end users. We are headquartered in Macon, Georgia. References in these notes to financial statements to “Blue Bird”, the “Company,” “we,” “our,” or “us” refer to Blue Bird Corporation and its wholly-owned subsidiaries, unless the context specifically indicates otherwise.
COVID-19
Beginning in our second fiscal quarter of 2020, the novel coronavirus known as "COVID-19" began to spread throughout the world, resulting in a global pandemic. The pandemic impacted our fiscal 2020 results, causing lower customer orders for both buses and bus parts, supply disruptions, higher rates of absenteeism among our hourly production workforce and a temporary shutdown of manufacturing. The continuing development and fluidity of the pandemic precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity. A prolonged economic downturn resulting from the continuing pandemic would likely have a material adverse impact on our financial results.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and accounts have been eliminated in consolidation.
The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years. In fiscal year 2020 there were 53 weeks and there were 52 weeks in fiscal years 2019 and 2018 .
2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards
Use of Estimates and Assumptions
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions. At the date of the financial statements, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, and during the reporting period, these estimates and assumptions affect the reported amounts of revenues and expenses. For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory, allowance for doubtful accounts, potential impairment of long-lived assets, goodwill and intangibles, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events, including the extent and duration of the COVID-19 related economic impacts, and their effects cannot be predicted with certainty, and, accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations. Actual results could differ from the estimates that the Company has used.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
51
Allowance for Doubtful Accounts
Accounts receivable consist of amounts owed to the Company by customers. The Company monitors collections and payments from customers, and generally does not require collateral. Accounts receivable are generally due within 30 to 90 days. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company reserves for an account when it is considered potentially uncollectible. The Company estimates its allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of its customers. To date, losses have been within the range of management’s expectations. The Company writes off accounts receivable if it determines that the account is uncollectible.
Revenue Recognition
The Company records revenue when the following five steps have been completed:
1.
Identification of the contract(s) with a customer;
2.
Identification of the performance obligation(s) in the contract;
3.
Determination of the transaction price;
4.
Allocation of the transaction price to the performance obligations in the contract; and
5.
Recognition of revenue, when, or as, we satisfy performance obligations.
The Company records revenue when performance obligations are satisfied by transferring control of a promised good or service to the customer. The Company evaluates the transfer of control primarily from the customer’s perspective where the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, that good or service.
Our product revenue includes sales of buses and bus parts, each of which are generally recognized as revenue at a point in time, once all conditions for revenue recognition have been met, as they represent our performance obligations in a sale. For buses, control is generally transferred and the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the product when the product is delivered or when the product has been completed, is ready for delivery, has been paid for, its title has transferred and it is awaiting pickup by the customer. For certain bus sale transactions, we may provide incentives including payment of a limited amount of future interest charges our customers may incur related to their purchase and financing of the bus with third party financing companies. We reduce revenue at the recording date by the full amount of potential future interest we may be obligated to pay, which is an application of the "most likely amount" method. For parts sales, control is generally transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the products, which generally coincides with the point in time when the customer has assumed risk of loss and title has passed for the goods sold.
The Company sells extended warranties related to its products. Revenue related to these contracts is recognized based on the stand-alone selling price of the arrangement, on a straight-line basis over the contract period, and costs thereunder are expensed as incurred.
The Company includes shipping and handling revenues, which are costs billed to customers, in net sales on the Consolidated Statements of Operations. Shipping and handling costs incurred are included in cost of goods sold.
See Note 12 , Revenue , for further revenue information. See Note 3 , Supplemental Financial Information , for further information on warranties.
Self-Insurance
The Company is self-insured for the majority of its workers’ compensation and medical claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims, using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. See Note 3 , Supplemental Financial Information , and Note 16 , Benefit Plans , for further information.
Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, accounts payable, revolving credit facilities and long-term debt. The carrying amounts of cash and cash equivalents, trade receivables and accounts payable approximate their fair values because of the short-term maturity and highly liquid nature of these instruments. The carrying value of the Company’s term loan approximates fair value due to the variable interest rate. See Note 8 , Debt , for further discussion.
52
Derivative Instruments
In limited circumstances, we may utilize derivative instruments to manage certain exposures to changes in foreign currency exchange rates or interest rates relating to variable rate debt. The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these derivative instruments are recognized in our operating results or included in other comprehensive income (loss), depending on whether the derivative instrument is a fair value or cash flow hedge and whether it qualifies for hedge accounting treatment. If realized, gains and losses on derivative instruments are recognized in the operating results line item that reflects the underlying exposure that was mitigated. The exchange of cash, if any, associated with derivative transactions is classified in the same category as the cash flows from the underlying items giving rise to the foreign currency or interest rate exposures.
Inventories
The Company values inventories at the lower of cost or net realizable value. The Company uses a standard costing methodology, which approximates cost on a first-in, first-out (“FIFO”) basis. The Company reviews the standard costs of raw materials, work-in-process and finished goods inventory on a periodic basis to ensure that its inventories approximate current actual costs. Manufacturing cost includes raw materials, direct labor and manufacturing overhead. Obsolete inventory amounts are based on historical usage and assumptions about future demand.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is calculated on a straight-line basis using the following periods, which represent the estimated useful lives of the assets:
Years
Buildings
15 - 33
Machinery and equipment
5 - 10
Office furniture, equipment and other
3 - 10
Computer equipment and software
3 - 7
Costs, including capitalized interest and certain design, construction and installation costs related to assets that are under construction and are in the process of being readied for their intended use, are recorded as construction in progress and are not depreciated until such time as the subject asset is placed in service. Repairs and maintenance that do not extend the useful life of the asset are expensed as incurred. Upon sale, retirement, or other disposition of these assets, the costs and related accumulated depreciation are removed from the respective accounts and any gain or loss on the disposition is included on our Consolidated Statements of Operations.
Leases
We determine if an arrangement is or contains a lease at inception. The Company enters into lease arrangements primarily for office space, warehouse space, or a combination of both. We elected to account for leases with initial terms of 12 months or less as straight-line expense and not record assets or liabilities. For a lease with an initial term greater than 12 months, the Company recognizes a right-of-use (“ROU”) asset and lease liability on the Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
We determine whether the lease is an operating or finance lease at inception based on the information and expectations for the lease at that time. Operating lease ROU assets are included in property, plant and equipment and the lease liabilities are included in other current liabilities and other liabilities on our Consolidated Balance Sheets. Finance lease ROU assets are included in finance lease right-of-use assets and the lease liabilities are included in finance lease obligations (current) and finance lease obligations (long-term) on our Consolidated Balance Sheets.
Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the leases recorded do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease ROU assets also include any base rental or lease payments made and excludes lease incentives.
The two components of operating lease expense, amortization and interest, are recognized on a straight-line basis over the lease term as a single expense element within selling, general and administrative expenses on the Consolidated Statements of Operations. Under the finance lease model, interest on the lease liability is recognized in interest expense and amortization of ROU assets is recorded on the Consolidated Statements of Operations based on the underlying use of the assets.
53
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If we are required to analyze recoverability based on a triggering event, undiscounted future cash flows over the estimated remaining life of the asset, or asset group, are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows. No impairment charge was recognized in any of the periods presented.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the assets acquired less liabilities assumed in connection with such acquisition. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not amortized, but instead are tested for impairment at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy or disposition of a reporting unit or a portion thereof.
We have two reporting units for which we test goodwill for impairment: Bus and Parts. In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If, under the quantitative assessment, the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, we would record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise.
Fair value of the reporting units is estimated primarily using the income approach, which incorporates the use of discounted cash flow ("DCF") analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate and working capital changes. The cash flow forecasts are based on approved strategic operating plans and long-term forecasts.
In the evaluation of indefinite lived assets for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary, or to perform a quantitative assessment by comparing the fair value of an asset to its carrying amount. The Company’s intangible asset with an indefinite useful life is the "Blue Bird" trade name. Under the qualitative assessment, an entity is not required to calculate the fair value of the asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If a qualitative assessment is not performed or if a quantitative assessment is otherwise required, then the entity compares the fair value of an asset to its carrying amount and the amount of the impairment loss, if any, is the difference between fair value and carrying value. The fair value of our trade name is derived by using the relief from royalty method, which discounts the estimated cash savings we realized by owning the name instead of otherwise having to license or lease it.
Our intangible assets with a definite useful life are amortized over their estimated useful lives, 2 , 7 , or 20 years, using the straight-line method. The useful lives of our intangible assets are reassessed annually and they are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.
Debt Issue Costs
Amounts paid directly to lenders or as an original issue discount and amounts classified as issuance costs are recorded as a reduction in the carrying value of the debt, for which the Company had deferred financing costs totaling $ 2.2 million and $ 3.1 million at October 3, 2020 and September 28, 2019 , respectively, incurred in connection with its debt facilities and related amendments.
All deferred financing costs are amortized to interest expense. The effective interest method is used for debt discounts related to the term loan. The Company’s amortization of these costs was $ 0.9 million , $ 0.9 million and $ 0.8 million for the fiscal years ended 2020 , 2019 and 2018 , respectively, and is reflected as a component of interest expense on the Consolidated Statements of Operations. See Note 8 , Debt , for a discussion of the Company’s indebtedness.
54
Pensions
The Company accounts for its pension benefit obligations using actuarial models. The measurement of plan obligations and assets was made at October 3, 2020 . Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits is earned or calculated beyond this date. Accordingly, our obligation estimate is based on benefits earned at that time discounted using an estimate of the single equivalent discount rate determined by matching the plan’s future expected cash flows to spot rates from a yield curve comprised of high quality corporate bond rates of various durations. The Company recognizes the funded status of its pension plan obligations on the Consolidated Balance Sheet and records in other comprehensive income (loss) certain gains and losses that arise during the period, but are deferred under pension accounting rules. Pension expense is recognized as a component of other expense, net on our Consolidated Statements of Operations.
Product Warranty Costs
The Company’s products are generally warranted against defects in material and workmanship for a period of one year to five years . A provision for estimated warranty costs is recorded at the time a unit is sold. The methodology to determine the warranty reserve calculates the average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type. Management believes the methodology provides an accurate reserve estimate. Actual claims incurred could differ from the original estimates, requiring future adjustments.
The Bus segment also sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period and costs thereunder are expensed as incurred. All warranty expenses are recorded in the cost of goods sold line on the Consolidated Statements of Operations. The current methodology to determine short-term extended warranty income reserve is based on twelve months of the remaining warranty value for each effective extended warranty at the balance sheet date. See Note 3 , Supplemental Financial Information , for further information.
Research and Development
Research and development costs are expensed as incurred and included in selling, general and administrative expenses on our Consolidated Statements of Operations. For the fiscal years ended 2020 , 2019 and 2018 , the Company expensed $ 6.4 million , $ 11.5 million and $ 8.5 million , respectively.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. The Company evaluates its ability, based on the weight of evidence available, to realize future tax benefits from deferred tax assets and establishes a valuation allowance to reduce a deferred tax asset to a level which, more likely than not, will be realized in future years.
The Company recognizes uncertain tax positions based on a cumulative probability assessment if it is more likely than not that the tax position will be sustained upon examination by an appropriate tax authority with full knowledge of all information. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Amounts recorded for uncertain tax positions are periodically assessed, including the evaluation of new facts and circumstances, to ensure sustainability of the positions. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.
Environmental Liabilities
The Company records reserves for environmental liabilities on a discounted basis when environmental investigation and remediation obligations are probable and related costs are reasonably estimable. See Note 10 , Guarantees, Commitments and Contingencies , for further information.
Segment Reporting
Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. The Company’s CODM is the Company’s President and Chief Executive Officer. As discussed further in Note 11 , Segment Information , the Company determined its operating and reportable segments to be Bus and Parts. The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network.
55
Statement of Cash Flows
We classify distributions received from our equity method investment using the nature of distribution approach, such that distributions received are classified based on the nature of the activity of the investee that generated the distribution. Returns on investment are classified within operating activities, while returns of investment are classified within investing activities.
Recently Adopted Accounting Standards
ASU 2018-02 – In February 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) . This ASU provides guidance on a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for the effect of the tax rate change resulting from the Tax Cuts and Jobs Act (H.R.1) (the "Tax Act"). The amendments eliminate the stranded tax effects resulting from the Tax Act and improve the usefulness of information reported to financial statement users. This ASU was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We adopted this ASU, in the first quarter of fiscal 2020, and did not elect to reclassify the income tax effects of the Tax Act from AOCI to retained earnings. We use a specific identification approach to release the income tax effects in AOCI.
ASU 2019-12 – In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes , which simplifies the process for calculating interim (intraperiod) income taxes and the accounting for deferred tax liabilities for foreign equity-method investments, among other simplifications. We early adopted this standard effective the first quarter of fiscal 2020 and the the impacts of adopting this standard were not material.
Recently Issued Accounting Standards
ASU 2020-04 – On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , providing temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR, which is currently expected to occur on December 31, 2021. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. An entity may elect to apply the amendments prospectively from March 12, 2020 through December 31, 2022. Our debt and derivative agreements currently reference LIBOR. Contract language is expected to be incorporated into these agreements to address the transition to an alternative reference rate. We are currently evaluating the impact this ASU may have on our consolidated financial statements.
3. Supplemental Financial Information
Accounts Receivable
Accounts receivable, net, consisted of the following at the dates indicated:
( in thousands )
October 3, 2020
September 28, 2019
Accounts receivable
$
7,723
$
10,637
Allowance for doubtful accounts
( 100
)
( 100
)
Accounts receivable, net
$
7,623
$
10,537
Product Warranties
The following table reflects activity in accrued warranty cost (current and long-term portion combined) for the fiscal years presented:
(in thousands)
2020
2019
2018
Balance at beginning of period
$
22,343
$
22,646
$
20,910
Add: current period accruals
8,980
10,869
11,454
Less: current period reductions of accrual
( 9,949
)
( 11,172
)
( 9,718
)
Balance at end of period
$
21,374
$
22,343
$
22,646
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Extended Warranties
The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two years to five years , for the fiscal years presented:
(in thousands)
2020
2019
2018
Balance at beginning of period
$
24,045
$
23,191
$
19,295
Add: current period deferred income
7,298
9,238
10,854
Less: current period recognition of income
( 8,755
)
( 8,384
)
( 6,958
)
Balance at end of period
$
22,588
$
24,045
$
23,191
The outstanding balance of deferred warranty income in the table above is considered a "contract liability", and represents a performance obligation of the Company that we satisfy over the term of the arrangement but for which we have been paid in full at the time the warranty was sold. We expect to recognize $ 8.5 million of the outstanding contract liability in fiscal 2021 , and the remaining balance thereafter.
Self-Insurance
The following table reflects the total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated:
(in thousands)
October 3, 2020
September 28, 2019
Current portion
$
2,993
$
2,933
Long-term portion
1,962
1,775
Total accrued self-insurance
$
4,955
$
4,708
The current and long-term portions of the accrued self-insurance liability are included in accrued expenses and other liabilities, respectively, on the accompanying Consolidated Balance Sheets.
Shipping and Handling
Shipping and handling revenues recognized were $ 16.9 million , $ 19.4 million and $ 20.7 million for the fiscal years ended 2020 , 2019 and 2018 , respectively. The related cost of goods sold were $ 14.5 million , $ 17.0 million and $ 17.8 million for the fiscal years ended 2020 , 2019 and 2018 , respectively.
Derivative Instruments
We are charged variable rates of interest on our indebtedness outstanding under the Amended Credit Agreement (defined in Note 8 ) which exposes us to fluctuations in interest rates. On October 24, 2018, the Company entered into a four -year interest rate collar with a $ 150.0 million notional value with an effective date of November 30, 2018. The collar was entered into in order to partially mitigate our exposure to interest rate fluctuations on our variable rate debt. The collar establishes a range where we will pay the counterparty if the three-month LIBOR rate falls below the established floor rate of 1.5 % , and the counterparty will pay us if the three-month LIBOR rate exceeds the ceiling rate of 3.3 % The collar settles quarterly through the termination date of September 30, 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the contracted ceiling or floor rates. During the fiscal year ended October 3, 2020 , the three-month LIBOR rate fell below the established floor, which required an immaterial cash payment to the counterparty. Additionally, $ 0.5 million was accrued as interest expense in the fourth quarter of fiscal 2020 when the three-month LIBOR rate again fell below the established floor and is expected to be paid in the first quarter of fiscal 2021.
Changes in the interest rate collar fair value are recorded in interest expense as the collar does not qualify for hedge accounting. At October 3, 2020 , the fair value of the interest rate collar contract was $( 3.8 ) million and is included in "other current liabilities" on the Consolidated Balance Sheets. The fair value of the interest rate collar is a Level 2 fair value measurement, based on quoted prices of similar items in active markets.
57
4. Inventories
The following table presents components of inventories at the dates indicated:
(in thousands)
October 3, 2020
September 28, 2019
Raw materials
$
43,272
$
60,033
Work in process
8,989
16,663
Finished goods
4,262
2,134
Total inventories
$
56,523
$
78,830
5. Property, Plant and Equipment
Property, plant and equipment, net, consisted of the following at the dates indicated:
(in thousands)
October 3, 2020
September 28, 2019
Land
$
2,164
$
2,164
Buildings
46,509
45,550
Machinery and equipment
100,112
97,460
Office furniture, equipment and other
2,184
2,182
Computer equipment and software
17,443
16,638
Construction in process
18,028
8,421
Property, plant and equipment, gross
186,440
172,415
Accumulated depreciation and amortization
( 88,925
)
( 79,229
)
Operating lease right-of-use assets (1)
5,857
6,872
Property, plant and equipment, net
$
103,372
$
100,058
(1) Further information is included in Note 10 , Guarantees, Commitments and Contingencies .
Depreciation and amortization expense for property, plant and equipment was $ 10.1 million , $ 7.3 million , and $ 7.0 million for the fiscal years ended 2020 , 2019 , and 2018 , respectively.
We capitalized $ 0.5 million of interest expense in the fiscal year ended 2020 related to the construction of plant manufacturing assets.
6. Goodwill
The carrying amounts of goodwill by reporting unit are as follows at the dates indicated:
(in thousands)
Gross
Goodwill
Accumulated
Impairments
Net Goodwill
October 3, 2020
Bus
$
15,139
$
—
$
15,139
Parts
3,686
—
3,686
Total
$
18,825
$
—
$
18,825
September 28, 2019
Bus
$
15,139
$
—
$
15,139
Parts
3,686
—
3,686
Total
$
18,825
$
—
$
18,825
In the fourth quarters of the fiscal years ended 2020 and 2019 , we performed our annual impairment assessment of goodwill which did not indicate that an impairment existed; therefore, no impairments of goodwill have been recorded.
58
7. Intangible Assets
The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated:
October 3, 2020
September 28, 2019
(in thousands)
Gross
Carrying
Amount
Accumulated
Amortization
Total
Gross
Carrying
Amount
Accumulated
Amortization
Total
Finite lived: Engineering designs
$
3,156
$
2,556
$
600
$
3,156
$
1,337
$
1,819
Finite lived: Customer relationships
37,425
26,209
11,216
37,425
24,340
13,085
Total amortized intangible assets
40,581
28,765
11,816
40,581
25,677
14,904
Indefinite lived: Trade name
39,816
—
39,816
39,816
—
39,816
Total intangible assets
$
80,397
$
28,765
$
51,632
$
80,397
$
25,677
$
54,720
Management considers the "Blue Bird" trade name to have an indefinite useful life and, accordingly, it is not subject to amortization. Management reached this conclusion principally due to the longevity of the Blue Bird name and because management considers renewal upon reaching the legal limit of the trademarks related to the trade name as perfunctory. The Company expects to maintain usage of the trade name on existing products and introduce new products in the future that will also display the trade name. During the fourth quarters of the fiscal years ended 2020 and 2019 , we performed our annual impairment assessment of our trade name, which did not indicate that an impairment existed; therefore, no impairment of our indefinite lived intangible has been recorded.
Customer relationships are amortized on a straight-line basis over an estimated life of 20 years. Engineering designs are amortized on a straight-line basis over an estimated life of 2 or 7 years. Total amortization expense for intangible assets was $ 3.1 million , $ 2.9 million , and $ 2.0 million for the fiscal years ended 2020 , 2019 , and 2018 , respectively.
Amortization expense for finite lived intangible assets for the next five years is expected to be as follows:
(in thousands)
Fiscal Years Ending
Amortization Expense
2021
$
2,189
2022
2,010
2023
2,010
2024
1,869
2025
1,869
Thereafter
1,869
Total amortization expense
$
11,816
8. Debt
Original Credit Agreement
On December 12, 2016, Blue Bird Body Company, a wholly-owned subsidiary of the Company (the "Borrower"), executed a $ 235.0 million five -year credit agreement with Bank of Montreal, which acts as the administrative agent and an issuing bank, Fifth Third Bank, as co-syndication agent and an issuing bank, and Regions Bank, as Co-Syndication Agent, together with other lenders (the "Credit Agreement").
The credit facility provided for under the Credit Agreement consisted of a term loan facility in an aggregate initial principal amount of $ 160.0 million (the “Term Loan Facility”) and a revolving credit facility with aggregate commitments of $ 75.0 million . The revolving credit facility includes a $ 15.0 million letter of credit sub-facility and a $ 5.0 million swing-line sub-facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, each a “Credit Facility” and collectively, the “Credit Facilities”). The obligations under the Credit Agreement and the related loan documents (including without limitation, the borrowings under the Credit Facilities and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), are, in each case, secured by a lien on and security interest in substantially all of the assets of the Company and its subsidiaries including the Borrower, with certain exclusions as set forth in a collateral agreement entered into on the closing date.
59
First Amendment to the Credit Agreement
On September 13, 2018, the Company entered into a first amendment of the December 12, 2016 Credit Agreement ("First Amended Credit Agreement"). The First Amended Credit Agreement provided for additional funding of $ 50.0 million and was funded in the first quarter of fiscal 2019. Substantially all of the proceeds were used to complete a tender offer to purchase shares of our common and preferred stock.
The First Amended Credit Agreement also increased the revolving credit facility to $ 100.0 million from $ 75.0 million , a $ 25.0 million increase. The amendment extended the maturity date to September 13, 2023, five years from the effective date of the first amendment. The first amendment also amended the interest rate pricing matrix (as follows) as well as the principal payment schedule (as disclosed at the end of this footnote). In connection with the First Amended Credit Agreement, we incurred $ 2.0 million of debt discount and issuance costs, which were recorded as contra-debt and will be amortized over the life of the First Amended Credit Agreement using the effective interest method.
The interest rate on the Term Loan Facility was (i) from the first amendment effective date until the first quarter ended on or about September 30, 2018, LIBOR plus 2.25 % , and (ii) commencing with the fiscal quarter ended on or about September 30, 2018 and thereafter, dependent on the Total Net Leverage Ratio of the Company, an election of either base rate or LIBOR pursuant to the table below:
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 and less than 3.25x
1.50 %
2.50 %
V
Greater than or equal to 3.25x and less than 3.50x
1.75 %
2.75 %
VI
Greater than 3.50x
2.00 %
3.00 %
Second Amendment to the Credit Agreement
On May 7, 2020, the Company entered into a second amendment which amended the First Amended Credit Agreement, dated as of September 13, 2018 (the “Second Amended Credit Agreement”). The Second Amended Credit Agreement provided $ 41.9 million in additional revolving commitments bringing the total revolving commitments to $ 141.9 million . The revolving commitments under the Second Amended Credit Agreement matures on September 13, 2023, which is the fifth anniversary of the effective date of the First Amended Credit Agreement. The interest rate pricing grid remained unchanged, but the LIBOR floor was amended from 0 % to 0.75 % . We incurred $ 0.9 million in fees related to the amendment. The fees were capitalized to other assets on the Consolidated Balance Sheets and are amortized on a straight-line basis to interest expense until maturity of the agreement.
Additional Disclosures
Debt consisted of the following at the dates indicated:
(in thousands)
October 3, 2020
September 28, 2019
2023 term loan, net of deferred financing costs of $2,246 and $3,124, respectively
$
174,104
$
183,126
Less: Current portion of long-term debt
9,900
9,900
Long-term debt, net of current portion
$
164,204
$
173,226
Term loans are recognized on the Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement; however, given the variable rates on the loans, the Company estimates the unpaid principal balance to approximate fair value. If measured at fair value in the financial statements, the term loans would be classified as Level 2 in the fair value hierarchy. At October 3, 2020 and September 28, 2019 , $ 176.4 million and $ 186.3 million , respectively, were outstanding on the term loans.
At October 3, 2020 and September 28, 2019 , the stated interest rates on the term loans were 3.5 % and 4.4 % , respectively. At October 3, 2020 and September 28, 2019 , the weighted-average annual effective interest rates for the term loans were 4.1 % and 5.0 % , respectively, which included amortization of the deferred financing costs.
60
No borrowings were outstanding on the Revolving Credit Facility at October 3, 2020 ; however, there were $ 6.9 million of Letters of Credit outstanding on October 3, 2020 , providing the Company the ability to borrow $ 135.0 million on the revolving line of credit.
Interest expense on all indebtedness for the fiscal years ended 2020 , 2019 and 2018 was $ 12.3 million , $ 12.9 million , and $ 6.7 million , respectively.
The schedule of remaining principal maturities for total debt is as follows:
(in thousands)
Year
Principal Payments
2021
$
9,900
2022
14,850
2023
151,600
Total remaining principal payments
$
176,350
9. Income Taxes
The components of income tax (expense) benefit were as follows for the fiscal years presented:
(in thousands)
2020
2019
2018
Current tax provision:
Federal
$
( 1,425
)
$
156
$
8,925
State
( 65
)
( 985
)
( 559
)
Foreign
—
( 112
)
( 91
)
Total current tax (provision) benefit
$
( 1,490
)
$
( 941
)
$
8,275
Deferred tax provision:
Federal
$
( 715
)
$
( 5,844
)
$
( 6,816
)
State
686
( 788
)
1,161
Total deferred tax (provision) benefit
( 29
)
( 6,632
)
( 5,655
)
Income tax (expense) benefit
$
( 1,519
)
$
( 7,573
)
$
2,620
At October 3, 2020 , the Company had $ 8.0 million in state tax credit carryforwards and no federal tax credit carryforwards. The Company maintains a partial valuation allowance on the state tax credit carryforwards. Of this balance, the Company estimates approximately $ 3.6 million of state tax credit carryforwards will expire unused between 2029 and 2031.
At October 3, 2020 , the Company had $ 11.3 million in state net operating loss ("NOL") carryforwards and no Federal NOL carryfowards. Of this balance, the Company estimates approximately $ 10.9 million of state NOL carryforwards will expire unused between 2028 and 2033.
The effective tax rates for the fiscal years ended 2020 , 2019 and 2018 were 14.5 % , 25.6 % and ( 9.7 )% , respectively.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“Tax Act”), which significantly changed U.S. tax law. The Tax Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income. While the statutory rate was 21 % in 2018, the Company applied a transitional or blended U.S. statutory federal income tax rate of 24.5 % for the fiscal year ended 2018.
The impact of the Tax Act decreased our benefit for income taxes by $ 2.1 million in 2018. The decrease was composed of $ 2.0 million related to the re-measurement of net deferred tax assets and liabilities and $ 0.1 million associated with the deemed repatriation tax. In 2018, we finalized our tax reform estimates under Staff Accounting Bulletin 118.
The effective tax rate for the fiscal year ended 2020 differed from the statutory Federal income tax rate of 21.0 % . There were minor items that lowered the effective tax rate to 14.5 % , primarily the impacts of tax credits and state taxes on the Federal rate. These were offset to a lesser degree by the recording of a partial valuation allowance for state taxes and minor provision to return adjustments.
61
The effective tax rate for the fiscal year ended 2019 significantly differed from the statutory federal income tax rate of 21 % , mainly due to the unfavorable impact of valuation allowances, share-based and other compensation limitations, and state taxes, which included the application of tax credits claimed as offsets against our payroll tax liabilities. The valuation allowance increased mainly due to the accrual of income tax credits that were greater than our ability to utilize before expiration. These items were partially offset by benefits from federal and state tax credits.
The effective tax rate for the fiscal year ended 2018 differed from the statutory federal income tax rate of 24.5 % , mainly due to one-time events like the decrease in our uncertain tax positions and a re-measurement of our deferred tax assets and liabilities as a result of the Tax Act. The rate was also favorably impacted by normal tax rate benefit items, such as the domestic production activities deduction, federal and state tax credits, and share based award related deductions in excess of recorded book expense.
A reconciliation between the reported income tax (expense) benefit and the amount computed by applying the statutory federal income tax rate is as follows:
(in thousands)
2020
2019
2018
Federal tax expense at statutory rate
$
( 2,203
)
$
( 6,223
)
$
( 6,584
)
(Increase) reduction in income taxes resulting from:
State taxes, net
1,508
( 611
)
1,501
Change in uncertain tax positions
—
—
7,606
Share-based compensation
188
( 320
)
735
Permanent items
( 33
)
( 59
)
366
Valuation allowance
( 977
)
( 1,043
)
( 783
)
Tax credits
390
470
470
Return to accrual true-ups
( 260
)
115
1,699
Investor tax on non-consolidated affiliate income
( 185
)
14
1,734
Tax rate adjustments
—
( 32
)
( 3,756
)
Other
53
116
( 368
)
Income tax (expense) benefit
$
( 1,519
)
$
( 7,573
)
$
2,620
The Company’s liability arising from uncertain tax positions was recorded in other non-current liabilities on the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands)
2020
2019
2018
Balance, beginning of year
$
—
$
—
$
6,389
Lapses of applicable statute of limitations
—
—
( 6,389
)
Balance, end of year
$
—
$
—
$
—
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no accrued interest and penalties at October 3, 2020 and September 28, 2019 .
The Company is subject to taxation mostly in the United States and various state jurisdictions. At October 3, 2020 , tax years prior to 2015 are generally no longer subject to examination by federal and most state tax authorities.
62
The following table sets forth the sources of and differences between the financial accounting and tax bases of the Company’s assets and liabilities which give rise to the net deferred tax assets at the dates indicated:
(in thousands)
October 3, 2020
September 28, 2019
Deferred tax liabilities
Property, plant and equipment
$
( 11,029
)
$
( 12,944
)
Other intangible assets
( 11,807
)
( 12,054
)
Investor tax on non-consolidated affiliate income
( 668
)
( 495
)
Other assets
( 135
)
( 93
)
Total deferred tax liabilities
$
( 23,639
)
$
( 25,586
)
Deferred tax assets
NOL carryforward
$
600
$
601
Accrued expenses
8,419
7,923
Compensation
11,416
12,415
Inventories
1,017
1,023
Unearned income
3,444
3,669
Tax credits
6,307
5,863
Total deferred tax assets
$
31,203
$
31,494
Less: valuation allowance
( 3,453
)
( 2,476
)
Deferred tax assets less valuation allowance
$
27,750
$
29,018
Net deferred tax assets
$
4,111
$
3,432
10. Guarantees, Commitments and Contingencies
Litigation
At October 3, 2020 , the Company had a number of product liability and other cases pending. Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its positions, the ultimate resolution of these matters will not have a material adverse impact on the Company’s financial statements.
Environmental
The Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous materials used in its manufacturing processes. Failure by the Company to comply with present and future regulations could subject it to future liabilities. In addition, such regulations could require the Company to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The Company is currently not involved in any material environmental proceedings and therefore management believes that the resolution of environmental matters will not have a material adverse effect on the Company’s financial statements.
Our environmental liability using a discount rate of 8.8 % , included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $ 0.2 million and $ 0.4 million at October 3, 2020 and September 28, 2019 , respectively. The estimated aggregate undiscounted amount that will be incurred over the next seven years is $ 0.6 million . At October 3, 2020 , the estimated payments for each of the next five years are $0.1 million per year and the aggregate amount thereafter is $0.2 million . Future expenditures may exceed the amounts accrued and estimated.
Guarantees
In the ordinary course of business, we may provide guarantees for certain transactions entered into by our dealers. At October 3, 2020 , we had a $ 3.0 million guarantee outstanding which relates to a guarantee of indebtedness for a term loan with a remaining maturity up to 2.3 years . The $ 3.0 million represents the estimated maximum amount we would be required to pay upon default of all guaranteed indebtedness, and we believe the likelihood of required performance to be remote. At October 3, 2020 , $ 0.3 million was included in other current liabilities on our Consolidated Balance Sheets for the estimated fair value of the guarantee.
63
Lease Commitments
We have operating and finance leases for office space, warehouse space, or a combination of both. Our leases have remaining lease terms ranging from 4 years, 2 months to 7.2 years with the option to extend leases for up to 5.0 years .
The components of lease costs included on the Consolidated Statements of Operations are as follows:
(in thousands)
Fiscal Years Ended
Lease cost
Classification
2020
2019
Operating leases
Selling, general and administrative expenses
$
1,440
$
1,898
Finance leases
Amortization of lease assets
Cost of goods sold
1,168
133
Interest on lease liabilities
Interest expense
238
17
Short-term leases (1)
Cost of goods sold or selling, general and administrative expenses
1,390
1,356
Total lease cost
$
4,236
$
3,404
(1) Short-term lease cost includes both leases and rentals with initial terms of one year or less. Classification depends on the purpose of the underlying lease.
Total rent expense was $ 2.0 million for the fiscal year 2018 .
The following table summarizes the lease amounts included on the Consolidated Balance Sheets as follows:
(in thousands)
Balance Sheet Location
October 3, 2020
September 28, 2019
Assets
Operating
Property, plant and equipment
$
5,857
$
6,872
Finance (1)
Finance lease right-of-use
6,983
4,638
Total lease assets
$
12,840
$
11,510
Liabilities
Current
Operating
Other current liabilities
$
1,060
$
1,187
Finance
Finance lease obligations
1,280
716
Long-term
Operating
Other liabilities
6,651
7,658
Finance
Finance lease obligations
5,879
3,921
Total lease liabilities
$
14,870
$
13,482
(1) Net of accumulated amortization of $ 1.3 million and $ 0.1 million , respectively.
The operating leases recorded do not assume renewal based on our analysis of those leases and their contractual terms. One of our finance leases assumes renewal based on our expectations with regard to the lease and the contractual terms.
64
Lease liability maturities are presented in the following table:
(in thousands)
October 3, 2020
Fiscal Years Ended
Operating
Finance
Total
2021
$
1,388
$
1,530
$
2,918
2022
1,404
1,530
2,934
2023
1,427
1,530
2,957
2024
1,444
1,530
2,974
2025
1,456
1,755
3,211
Thereafter
1,780
—
1,780
Total future minimum lease payments
8,899
7,875
16,774
Less: imputed interest
1,188
716
1,904
Total lease liabilities
$
7,711
$
7,159
$
14,870
Lease terms and discount rates are presented in the following table:
October 3, 2020
Operating
Finance
Weighted average remaining lease term
6.3 years
4.7 years
Weighted average discount rate
4.5
%
3.8
%
Supplemental cash flow information is presented in the following table:
Fiscal Years Ended
(in thousands)
2020
2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows - operating leases
$
1,711
$
1,758
Operating cash flows - finance leases
238
17
Financing cash flows - finance leases
945
133
Right-of-use assets exchanged for lease liabilities
Operating leases
$
—
$
8,040
Finance leases
3,496
4,770
Purchase Commitments
In the ordinary course of business, the Company enters into short-term contractual purchase orders for manufacturing inventory and capital assets. The amount of these commitments is expected to be as follows:
(in thousands)
Fiscal Years Ended
Amount
2021
$
82,325
2022
159
Total purchase commitments
$
82,484
11. Segment Information
We manage our business in two operating segments: (i) the Bus segment, which includes the manufacture and assembly of buses to be sold to a variety of customers across the United States, Canada, and in international markets; and (ii) the Parts segment, which consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. The tables below present segment net sales and gross profit for the periods presented:
65
Net sales
(in thousands)
2020
2019
2018
Bus (1)
$
822,616
$
952,242
$
962,769
Parts (1)
56,605
66,632
62,207
Segment net sales
$
879,221
$
1,018,874
$
1,024,976
(1) Parts segment revenue includes $ 4.1 million , $ 3.5 million , and $ 2.4 million for the fiscal years ended 2020 , 2019 and 2018 , respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.
Gross profit
(in thousands)
2020
2019
2018
Bus
$
76,059
$
110,015
$
100,002
Parts
20,141
23,459
21,986
Segment gross profit
$
96,200
$
133,474
$
121,988
The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the fiscal years presented:
(in thousands)
2020
2019
2018
Segment gross profit
$
96,200
$
133,474
$
121,988
Adjustments:
Selling, general and administrative expenses
( 74,206
)
( 89,642
)
( 86,911
)
Interest expense
( 12,252
)
( 12,879
)
( 6,661
)
Interest income
11
9
70
Other income (expense), net
738
( 1,331
)
( 1,613
)
Income before income taxes
$
10,491
$
29,631
$
26,873
Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented:
(in thousands)
2020
2019
2018
United States
$
795,207
$
929,523
911,558
Canada
79,442
80,056
106,762
Rest of world
4,572
9,295
6,656
Total net sales
$
879,221
$
1,018,874
1,024,976
12. Revenue
The following table disaggregates revenue by product category for the periods presented:
Fiscal Years Ended
(in thousands)
2020
2019
2018
Diesel buses
$
397,567
$
476,909
$
588,863
Alternative fuel buses (1)
381,555
426,508
344,021
Other (2)
45,191
50,906
31,900
Parts
54,908
64,551
60,192
Net sales
$
879,221
$
1,018,874
$
1,024,976
(1) Includes buses sold with any fuel source other than diesel (e.g., gasoline, propane, CNG, electric).
(2) Includes shipping and handling revenue, extended warranty income, surcharges, chassis, and bus shell sales.
13. Stockholders’ Deficit
Repurchase of Convertible Preferred Stock
On November 13, 2018, the Company converted all remaining outstanding shares of its Series A Convertible Cumulative Preferred Stock, and issued 799,615 shares of Common Stock. There were no dividends paid with the conversion.
Tender Offer
On October 15, 2018, the Company received $ 50.0 million in funding from the Amended Credit Agreement (refer to Note 8 , Debt , for more information). In conjunction with the debt funding, we conducted a tender offer and accepted for purchase:
(i) 1,782,568 shares of our Common Stock at a price of $ 28.00 per share, which we held as Treasury Stock; and
(ii) 364 shares of our Series A Convertible Cumulative Preferred Stock at a price of $ 241.69 per share,
The total aggregate cost was approximately $ 50.3 million , which includes fees and expenses related to the tender offer.
14. Earnings Per Share
The following table presents the basic and diluted earnings per share computation for the fiscal years presented:
(in thousands except share data)
2020
2019
2018
Numerator:
Net income
$
12,185
$
24,300
$
30,820
Less: preferred stock dividends
—
—
1,896
Net income available to common stockholders
$
12,185
$
24,300
$
28,924
Basic earnings per share (1):
Weighted average common shares outstanding
26,850,999
26,455,436
25,259,595
Basic earnings per share
$
0.45
$
0.92
$
1.15
Diluted earnings per share:
Weighted average common shares outstanding
26,850,999
26,455,436
25,259,595
Weighted average dilutive securities, convertible preferred stock
—
98,984
2,294,205
Weighted average dilutive securities, restricted stock
188,791
180,032
50,891
Weighted average dilutive securities, warrants
—
179,105
737,183
Weighted average dilutive securities, stock options
46,765
130,257
274,988
Weighted average shares and dilutive potential common shares
27,086,555
27,043,814
28,616,862
Diluted earnings per share
$
0.45
$
0.90
$
1.08
(1) Potentially dilutive securities representing 0.4 million and 0.2 million shares of common stock were excluded from the computation of diluted earnings per share for the fiscal years ended October 3, 2020 and September 28, 2019, respectively, as their effect would have been anti-dilutive.
15. Share-Based Compensation
In fiscal 2015, we adopted the Omnibus Equity Incentive Plan and in fiscal 2020 amended and restated the 2015 Omnibus Equity Incentive Plan (the "Plan"). The Plan is administered by the Compensation Committee of our Board of Directors and the Committee may grant awards for the issuance up to an aggregate of 5,200,000 shares of common stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights (collectively, “SARs” and each individually a “SAR”), restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The exercise price of a share subject to a stock option may not be less than 100% of the fair market value of a share of the Company's common stock with respect to the grant date of such stock option. No portion of the options shall vest and become exercisable after the date on which the optionee’s service with the Company and its subsidiaries terminates. The vesting of all unvested shares of common stock subject to an option will automatically be accelerated in connection with a “Change in Control,” as defined in the Plan.
66
New shares of the Company's common stock are issued upon stock option exercises, or at the time of vesting for restricted stock. We have granted performance awards as part our overall compensation plans. The vesting of these awards is primarily based upon the attainment of certain performance metrics established under our annual management incentive plan, with the Compensation Committee of the Board of Directors maintaining final discretion over vesting amounts. Stock-based payments to employees, including grants of stock options, restricted stock awards ("RSA") and restricted stock units ("RSU"), are recognized in the financial statements based on their fair value. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted average expected term of the options. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility because we do not have a sufficient trading history as a stand-alone public company. Because we do not have sufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption is based on the simplified method under GAAP, which is based on the vesting period and contractual term for each vesting tranche of awards. The mid-point between the vesting date and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied yield curve available on U.S. Treasury zero-coupon issues at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a cash dividend on common shares. Restricted stock units and restricted stock awards are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of our common stock on the grant date. We expense any award with graded-vesting features using a straight-line attribution method.
Restricted Stock Awards
The following table summarizes the Company's RSA and RSU activity for the fiscal year presented:
2020
Restricted Stock Activity
Number of Shares
Weighted-Average Grant Date Fair Value
Balance, beginning of year
184,097
$
17.30
Granted
216,944
18.93
Vested
( 183,962
)
17.30
Forfeited
( 45,609
)
20.02
Balance, end of year
171,470
18.64
The weighted-average grant date fair value of restricted stock awards granted in the fiscal years ended 2019 and 2018 was $ 17.30 and $ 18.59 , respectively.
Compensation expense for restricted stock awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 2.7 million , $ 2.6 million , and $ 1.6 million for the fiscal years ended 2020 , 2019 , and 2018 , respectively, with associated tax benefits of $ 0.7 million , $ 0.7 million , and $ 0.4 million , respectively. At October 3, 2020 , unrecognized compensation cost related to restricted stock awards totaled $ 1.1 million and is expected to be recognized over a weighted-average period of one year .
67
Stock Option Awards
The following table summarizes the Company's stock option activity for the fiscal year presented:
2020
Number of Options
Weighted Average Exercise Price per Share ($)
Outstanding options, beginning of year
719,983
$
14.45
Granted
385,215
18.77
Exercised (1)
( 405,064
)
12.95
Forfeited
( 155,352
)
18.48
Outstanding options, end of year (2)
532,298
$
17.62
Fully vested and exercisable options, end of year (3)
316,859
$
16.69
(1) Stock options exercised during the fiscal year had an aggregate intrinsic value totaling $ 4.3 million .
(2) Stock options outstanding at the end of the fiscal year had no intrinsic value.
(3) Fully vested and exercisable options at fiscal year-end had no intrinsic value.
The total aggregate intrinsic value of stock options exercised during the fiscal years ended 2019 and 2018 was $ 0.1 million and $ 4.2 million , respectively.
Compensation expense for stock option awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 1.4 million , $ 1.5 million , and $ 0.9 million for the fiscal years ended 2020 , 2019 , and 2018 , respectively, with associated tax benefits of $ 0.4 million , $ 0.4 million , and $ 0.2 million , respectively. At October 3, 2020 , unrecognized compensation cost related to stock option awards totaled $ 0.7 million and is expected to be recognized over a weighted-average period of one year, two months .
The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions made and resulting grant-date fair values during the fiscal years presented:
2020
2019
2018
Expected volatility
32.0
%
31
%
29.2
%
Expected dividend yield
0
%
0
%
0
%
Risk-free interest rate
1.61
%
2.75
%
2.16
%
Expected term (in years)
4.5 - 6.0
4.5 - 5.5
5.0 - 5.5
Weighted-average grant-date fair value
$
6.91
$
5.58
$
6.15
16. Benefit Plans
Defined Benefit Pension Plan
The Company has a defined benefit pension plan (the “Defined Benefit Plan”) covering U.S. hourly and salaried personnel. On May 13, 2002, the Defined Benefit Plan was amended to freeze new participation as of May 15, 2002, and therefore, any new employees who started on or after May 15, 2002 were not permitted to participate in the Defined Benefit Plan. Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits is calculated beyond this date.
The Company contributed $ 0.5 million and $ 0.0 million to the Defined Benefit Plan during the fiscal years ended October 3, 2020 and September 28, 2019 , respectively. For the fiscal years ended October 3, 2020 and September 28, 2019 , benefits paid were $ 8.2 million and $ 7.3 million , respectively. The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $ 169.7 million and $ 163.6 million at October 3, 2020 and September 28, 2019 , respectively.
68
The reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated is presented in the following table:
Benefit Obligation
(in thousands)
2020
2019
Projected benefit obligation balance, beginning of year
$
163,572
$
144,484
Interest cost
4,947
6,047
Assumption changes (1)
9,750
21,805
Actuarial gain
( 315
)
( 1,423
)
Benefits paid
( 8,213
)
( 7,341
)
Projected benefit obligations balance, end of year
$
169,741
$
163,572
(1) The assumption changes referenced in the table above result from (i) changes in the utilized discount rate to value Blue Bird’s future obligations, and (ii) updates to the mortality table projections used in the calculation of the benefit obligations.
Plan Assets: The summary and reconciliation of the beginning and ending balances of the fair value of the Defined Benefit Plan assets are as follows:
Plan Assets
(in thousands)
2020
2019
Fair value of plan assets, beginning of year
$
118,048
$
123,471
Actual return on plan assets
12,147
1,918
Employer contribution
500
—
Benefits paid
( 8,213
)
( 7,341
)
Fair value of plan assets, end of year
$
122,482
$
118,048
Funded Status: The following table reconciles the benefit obligations, plan assets, funded status and net liability information of the Defined Benefit Plan at the dates indicated. The net pension liability is reflected in long-term liabilities on the Consolidated Balance Sheets.
Funded Status
(in thousands)
October 3, 2020
September 28, 2019
Benefit obligation
$
169,741
$
163,572
Fair value of plan assets
122,482
118,048
Funded status
( 47,259
)
( 45,524
)
Net pension liability recognized
$
( 47,259
)
$
( 45,524
)
Fair Value of Plan Assets: The Company determines the fair value of its financial instruments in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. Fair value represents the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. This topic provides a hierarchy that gives highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities. This topic requires that financial assets and liabilities are classified into one of the following three categories:
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
The Company evaluates fair value measurement inputs on an ongoing basis in order to determine if there is a change of sufficient significance to warrant a transfer between levels. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's valuation process.
69
The Defined Benefit Plan assets are comprised of various investment funds, which are valued based upon their quoted market prices. The invested pension plan assets of the Defined Benefit Plan are all Level 2 assets under ASC 820, Fair Value Measurements (“ASC 820”). During the fiscal years ended 2020 and 2019 , there were no transfers between levels. There are no sources of significant concentration risk in the invested assets at October 3, 2020 , the measurement date.
The following table sets forth, by level within the fair value hierarchy, a summary of the Defined Benefit Plan’s investments measured at fair value:
(in thousands)
Level 1
Level 2
Level 3
Total
October 3, 2020
Assets:
Equity securities
$
—
$
60,016
$
—
$
60,016
Debt securities
—
62,466
—
62,466
Total assets at fair value
$
—
$
122,482
$
—
$
122,482
September 28, 2019
Assets:
Equity securities
$
—
$
79,627
$
—
$
79,627
Debt securities
—
38,421
—
38,421
Total assets at fair value
$
—
$
118,048
$
—
$
118,048
The following table represents net periodic benefit cost and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented:
(in thousands)
2020
2019
2018
Interest cost
$
4,947
$
6,047
$
5,428
Expected return on plan assets
( 7,384
)
( 7,619
)
( 7,105
)
Amortization of net loss
1,720
2,758
3,521
Net periodic benefit cost
$
( 717
)
$
1,186
$
1,844
Net loss (gain)
$
4,671
$
26,083
$
( 3,787
)
Amortization of net loss
( 1,720
)
( 2,758
)
( 3,521
)
Total loss (gain) recognized in other comprehensive income
$
2,951
$
23,325
$
( 7,308
)
Total loss (gain) recognized in net periodic pension benefit cost and other comprehensive income
$
2,234
$
24,511
$
( 5,464
)
The estimated net loss for the Defined Benefit Plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $ 1.9 million . The unrecognized gain or loss is amortized as follows: the total unrecognized gain or loss, less the larger of 10% of the liability or 10% of the assets, is divided by the average future working lifetime of active plan participants.
The following actuarial assumptions were used to determine the benefit obligations at the dates indicated:
Weighted-average assumptions used to determine benefit obligations:
October 3, 2020
September 28, 2019
Discount rate
2.55
%
3.10
%
Rate of compensation increase
N/A
N/A
Weighted-average assumptions used to determine net periodic benefit cost:
October 3, 2020
September 28, 2019
Discount rate
3.10
%
4.30
%
Expected long-term return on plan assets
6.37
%
6.37
%
Rate of compensation increase
N/A
N/A
The benchmark for the discount rates is an estimate of the single equivalent discount rate determined by matching the Defined Benefit Plan’s future expected cash flows to spot rates from a yield curve comprised of high quality corporate bond rates of various durations.
70
The Defined Benefit Plan asset allocations at the dates indicated, the measurement date, are as follows:
October 3, 2020
September 28, 2019
Equity securities
49
%
67
%
Debt securities
51
%
33
%
Total securities
100
%
100
%
There was no Company common stock included in equity securities. Assets of the Defined Benefit Plan are invested primarily in common stock funds. Assets are valued using quoted prices in active markets.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO. In estimating that rate, appropriate consideration is given to the returns being earned by the plan assets in the fund and rates of return expected to be available for reinvestment and a building block method. The expected rate of return on each asset class is broken down into three components: (1) inflation, (2) the real risk-free rate of return (i.e., the long term estimate of future returns on default free U.S. government securities), and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate).
The investment strategy for pension plan assets is to limit risk through asset allocation, diversification, selection and timing. Assets are managed on a total return basis, with dividends and interest reinvested in the account.
The Company expects to contribute $ 5.8 million to its Defined Benefit Plan in fiscal year 2021 in accordance with required IRS minimums. The following benefit payments are expected to be paid out of the Company's pension assets to the plan participants in the fiscal years indicated:
(in thousands)
Expected Payments
2021
$
8,026
2022
8,198
2023
8,373
2024
8,562
2025
8,746
2026 - 2030
44,296
Total expected future benefit payments
$
86,201
Defined Contribution Plan
The Company offers a defined contribution 401(k) plan covering substantially all U.S. employees and a defined contribution plan for Canadian employees. During the fiscal years ended 2020 , 2019 and 2018 , the Company offered a 50 % match on the first 6 % of the employee’s contributions. The plans also provide for an additional discretionary match depending on Company performance. Compensation expense related to defined contribution plans totaled $ 2.2 million , $ 2.2 million and $ 1.9 million for the fiscal years ended 2020 , 2019 , and 2018 , respectively.
Health Benefits
The Company provides and is predominantly self-insured for medical, dental, and accident and sickness benefits. A liability related to this obligation is recorded on the Company’s Consolidated Balance Sheets as accrued expenses. Total expense related to this plan recorded for the fiscal years ended 2020 , 2019 , and 2018 , was $ 14.9 million , $ 12.1 million , and $ 14.3 million , respectively.
Employee Compensation Plans
The Management Incentive Plan (the “MIP”) compensates certain key salaried management employees and is derived from "Adjusted EBITDA" (earnings before interest, taxes, depreciation, and amortization, as adjusted) and "free cash flow" metrics. MIP bonus liabilities of $ 0.0 million and $ 4.8 million are included in accrued expenses on the Consolidated Balance Sheets at October 3, 2020 and September 28, 2019 , respectively.
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17. Equity Investment in Affiliate
On October 14, 2009, Blue Bird and Girardin MiniBus JV Inc. entered into a joint venture, Micro Bird Holdings, Inc. (“Micro Bird”), to combine the complementary expertise of the two separate manufacturers. Blue Bird Micro Bird by Girardin Type A buses are produced in Drummondville, Quebec by Micro Bird.
The Company holds a 50 % equity interest in Micro Bird, utilizing the equity method of accounting as the Company does not have control to direct the activities that most significantly impact Micro Bird’s financial performance based on the shared powers of the venture partners. The carrying amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and any dividends received. At October 3, 2020 and September 28, 2019 , the carrying value of the Company's investment was $ 14.3 million and $ 11.1 million , respectively. During fiscal years ended 2019 and 2018 , Micro Bird paid dividends to all common stockholders, and the Company received $ 2.3 million , and $ 1.8 million , respectively, gross of any required withholding taxes. The dividends reduced the carrying value of our investment and are presented as cash inflows in the operating section of our Consolidated Statements of Cash Flows.
In recognizing the Company’s 50 % portion of Micro Bird net income, the Company recorded $ 3.2 million , $ 2.2 million , and $ 1.3 million in equity in net income of non-consolidated affiliate for the fiscal years ended 2020 , 2019 , and 2018 , respectively.
Micro Bird's summarized balance sheet information at its September 30 year end is as follows:
Balance Sheet
(in thousands)
2020
2019
Current assets
$
33,094
$
29,917
Non-current assets
4,243
3,765
Total assets
37,337
33,682
Current liabilities
22,797
24,826
Non-current liabilities
345
349
Total liabilities
23,142
25,175
Net assets
$
14,195
$
8,507
Micro Bird's summarized financial results for its three fiscal years ended September 30 are as follows:
Income Statement
(in thousands)
2020
2019
2018
Revenues
$
113,179
$
154,244
$
116,866
Gross profit
14,895
15,031
11,806
Operating income
7,404
7,037
4,194
Net income
5,787
5,167
2,636
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18. Accumulated Other Comprehensive Loss
The following table provides information on changes in accumulated other comprehensive loss (“AOCL”) for the periods presented:
(in thousands)
Defined Benefit Pension Plan
Total AOCL
Balance, September 30, 2017
$
( 43,875
)
$
( 43,875
)
Other comprehensive income, gross
3,787
3,787
Amounts reclassified and included in earnings
3,521
3,521
Total before taxes
7,308
7,308
Income taxes
( 1,860
)
( 1,860
)
Balance, September 29, 2018
$
( 38,427
)
$
( 38,427
)
Other comprehensive loss, gross
( 26,083
)
( 26,083
)
Amounts reclassified and included in earnings
2,758
2,758
Total before taxes
( 23,325
)
( 23,325
)
Income taxes
5,598
5,598
Balance, September 28, 2019
$
( 56,154
)
$
( 56,154
)
Other comprehensive loss, gross
( 4,671
)
( 4,671
)
Amounts reclassified and included in earnings
1,720
1,720
Total before taxes
( 2,951
)
( 2,951
)
Income taxes
708
708
Balance, October 3, 2020
$
( 58,397
)
$
( 58,397
)
19. Subsequent Events
Third Amendment to the Credit Agreement
On December 4, 2020, the Company executed a third amendment to the Credit Agreement, the First Amended Credit Agreement and the Second Amended Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement, among other things, provides for certain temporary amendments to the Credit Agreement from the third amendment effective date through and including the first date on which (a)(i) a compliance certificate is timely delivered with respect to a fiscal quarter ending on or after March 31, 2022 demonstrating compliance with certain financial performance covenants for such fiscal quarter (the “Limited Availability Period”), or (ii) the Borrower elects to terminate the Limited Availability Period; and (b) the absence of a default or event of default.
Amendments to the financial performance covenants provide that during the Limited Availability Period, a higher maximum total net leverage ratio is permitted, and requires the Company to maintain liquidity (in the form of undrawn availability under the Revolving Credit Facility and unrestricted cash and cash equivalents) of at least $ 15.0 million . For the duration between the fiscal quarter ending December 31, 2020 and the fiscal quarter ending September 30, 2021 that falls within the Limited Availability Period, a quarterly minimum consolidated EBITDA covenant applies instead of a maximum Total Net Leverage Ratio.
The pricing grid in the First Amended Credit Agreement, which is based on the ratio of the Company’s consolidated net debt to consolidated EBITDA, remains unchanged. However, during the Limited Availability Period, an additional margin of 0.50 % applies.
During the Limited Availability Period, the Borrower is required to prepay existing revolving loans and, if undrawn and unreimbursed letters of credit exceed $ 7.0 million , cash collateralize letters of credit if unrestricted cash and cash equivalents exceed $ 20.0 million , as determined on a semimonthly basis. Any issuance, amendment, renewal, or extension of credit during the Limited Availability Period may not cause unrestricted cash and cash equivalents to exceed $ 20.0 million , or cause the aggregate outstanding Revolving Credit Facility principal to exceed $ 100.0 million . The Third Amended Credit Agreement also implements a cap on permissible investments, restricted payments, certain payments of indebtedness and the fair market value of all assets subject to permitted dispositions during the Limited Availability Period.
For the duration of the Limited Availability Period, there are additional monthly reporting requirements and requirements relating to subordination agreements and intercreditor arrangements for certain other indebtedness and liens subject to administrative agent approval.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.