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Item 9A. Controls and Procedures

2021-12-15 compared with 2020-12-17 · 43 added, 55 removed, 113 unchanged (46% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

16 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions That Prevent Inspection

Not applicable.

Certain information required by Part III of this Annual Report on Form 10-K is incorporated by reference from the Company’s definitive proxy statement (the “Proxy Statement”) to be filed pursuant to Regulation 14A for the Company’s Annual Meeting of Stockholders to be held in March 2022.

6 unchanged sentences

The information responsive to this item is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement.

See also the section entitled “Securities Authorized for Issuance under Equity Compensation Plans” in Item 5 of this Report.

Also see the section entitled “Securities Authorized for Issuance under Equity Compensation Plans” in Item 5 of this Report.

Certain Relationships and Related Transactions, and Director Independence

6 unchanged sentences

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

Consolidated Balance Sheets at October 2, 2021 and October 3, 2020

Consolidated Statements of Operations for the fiscal years ended October 2, 2021, October 3, 2020 and September 28, 2019

Consolidated Statements of Comprehensive Income for the fiscal years ended October 2, 2021, October 3, 2020 and September 28, 2019

Consolidated Statements of Stockholders' Deficit for the fiscal years ended October 2, 2021, October 3, 2020 and September 28, 2019

Consolidated Statements of Cash Flows for the fiscal years ended October 2, 2021, October 3, 2020 and September 28, 2019

Notes to Consolidated Financial Statements

11 unchanged sentences

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

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

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

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

4.5 Third Amendment to Credit Agreement, dated as of December 4, 2020, by and among the Blue Bird Corporation, School Bus Holdings, Inc.

4.6* Description of the registrant's securities.

20 unchanged sentences

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

Offer Letter dated March 29, 2016 and Severance Agreement dated April 18, 2016 between Blue Bird Corporation and Mark Terry (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed by the Company on December 8, 2017).

10.17† Offer Letter dated October 19, 2015 between Blue Bird Corporation and Tom Roberts (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed by the Company on December 8, 2017).

3 unchanged sentences

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

10.20 Third Amendment to Credit Agreement, dated as of December 4, 2020, by and among the Blue Bird Corporation, School Bus Holdings, Inc.

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

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

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

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

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

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

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

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

10.23† Transition Agreement dated June 22, 2021, between Philip Horlock and Blue Bird Corporation, together with related Consulting Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 12, 2021).

10.24† Employment Agreement effective July 1, 2021, between Matthew Stevenson and Blue Bird Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 12, 2021).

10.25† Retirement Agreement dated June 22, 2021, between Tom Roberts and Blue Bird Corporation (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 12, 2021).

10.26†* Offer Letter, dated as of October 1 , 202 1 , between Blue Bird Corporation and Razvan Radulescu .

10.27†* Severance Agreement, dated as of October 1 , 2021, between Blue Bird Corporation and Razvan Radulescu .

21.1* Subsidiaries of the registrant.

9 unchanged sentences

(ii) Consolidated Statements of Operations;

(iii) Consolidated Statements of Comprehensive Income (Loss);

(iv) Consolidated Statements of Changes in Stockholders' Equity;

(iii) Consolidated Statements of Comprehensive Income;

(iv) Consolidated Statements of Stockholders' Deficit;

(iv) Consolidated Statements of Cash Flows;

7 unchanged sentences

SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Allowance for Doubtful Accounts

Fiscal Year Ended

Beginning Balance

Charges to Expense/(Income)

Doubtful Accounts Written Off, Net

Ending Balance

September 29, 2018

(in thousands) Allowance for Doubtful Accounts

Fiscal Year Ended Beginning Balance Charges to Expense/(Income) Doubtful Accounts Written Off, Net Ending Balance

September 28, 2019 $ 100 $ — $ — $ 100

October 3, 2020 100 — — 100

(in thousands)

Deferred Tax Valuation Allowance

Fiscal Year Ended

Beginning Balance

Charges to Expense/(Income)

Charges utilized/Write offs

Ending Balance

September 29, 2018

October 2, 2021 100 — — 100

(in thousands) Deferred Tax Valuation Allowance

Fiscal Year Ended Beginning Balance Charges to Expense/(Income) Charges utilized/Write offs Ending Balance

September 28, 2019 $ 1,432 $ 1,203 $ ( 159 ) $ 2,476

October 3, 2020 2,476 999 ( 22 ) 3,453

October 2, 2021 3,453 — — 3,453

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

1 unchanged sentence

December 15, 2021 By:

/s/ Philip Horlock

Philip Horlock

/s/ Matthew Stevenson

Matthew Stevenson

President and Chief Executive Officer

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

/s/ Philip Horlock

President, Chief Executive Officer and Director

Philip Horlock

(Principal Executive Officer)

December 17, 2020

/s/ Jeffery Taylor

Chief Financial Officer

Jeffery Taylor

(Principal Financial and Accounting Officer)

December 17, 2020

Person Capacity Date

/s/ Matthew Stevenson President, Chief Executive Officer and Director

Matthew Stevenson (Principal Executive Officer) December 15, 2021

/s/ Razvan Radulescu Chief Financial Officer

Razvan Radulescu (Principal Financial and Accounting Officer) December 15, 2021

/s/ Gurminder S.

December 17, 2020

Bedi Director December 15, 2021

/s/ Chan Galbato

December 17, 2020

Chan Galbato Director December 15, 2021

/s/ Douglas Grimm

Douglas Grimm

December 17, 2020

Douglas Grimm Director December 15, 2021

/s/ Philip Horlock

Philip Horlock Director December 15, 2021

/s/ Kevin Penn

December 17, 2020

Kevin Penn Director December 15, 2021

Schumacher Director December 15, 2021

/s/ Kathleen M.

December 17, 2020

Director December 15, 2021

/s/ Jared Sperling

Jared Sperling

December 17, 2020

Jared Sperling Director December 15, 2021

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

What changed 10-K

Item 9A. Controls and Procedures