What changed in this filing

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Item 9A. Controls and Procedures

2022-12-12 compared with 2021-12-15 · 38 added, 19 removed, 137 unchanged (29% of the section changed)

16 unchanged sentences

Based on management's assessment and those criteria, management concluded that our internal control over financial reporting was effective as of October 1, 2022.

Our independent registered public accounting firm has issued their report on the effectiveness of our internal control over financial reporting as of October 2, 2021, which appears in this Annual Report on Form 10-K.

Our independent registered public accounting firm has issued its report on the effectiveness of our internal control over financial reporting as of October 1, 2022, which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions That Prevent Inspection

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

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

The information responsive to this item is incorporated by reference from the sections entitled “Election of Directors,” “Information Concerning Management,” “Corporate Governance and Board Matters,” and "Delinquent Section 16(a) Reports" contained in the Proxy Statement.

Executive Compensation

The information responsive to this item is incorporated by reference from the section entitled “Director and Executive Compensation” contained in the Proxy Statement.

The information responsive to this item is incorporated by reference from the section entitled “Director and Executive Compensation” and related sections "Compensation Discussion and Analysis," "Fiscal 2022 Director Compensation," and "Named Executive Officer Compensation" contained in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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.

Also see 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, which is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information responsive to this item is incorporated by reference from the sections entitled “Corporate Governance and Board Matters” and “Certain Relationships and Related Transactions” contained in the Proxy Statement.

The information responsive to this item is incorporated by reference from the sections entitled “Corporate Governance and Board Matters - Director Independence” and “Certain Relationships and Related Transactions” contained in the Proxy Statement.

Principal Accountant Fees and Services

5 unchanged sentences

Consolidated Balance Sheets at October 1, 2022 and October 2, 2021

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

Consolidated Statements of Operations for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Statements of Stockholders' (Deficit) Equity for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Statements of Cash Flows for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Notes to Consolidated Financial Statements

2 unchanged sentences

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

(3) Exhibits.

See paragraph (b) below.

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

10 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 with the SEC on December 9, 2020).

4.6 Fourth Amendme nt to Credit Agreement, dated as of November 24 , 2021 , 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 an Issuing Bank, Fifth Third Bank, as Co-Syndication Agent and an Issuing Bank, and Regions Bank, as Co-Syndication Agent, and certain other financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on November 29, 2021 ).

4.7* Fifth Am endment and Limited Waiver to Credit Agreement, dated as of S eptember 2, 2022 , by and among the Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth Third Bank and Truist Bank, each an Issuing Bank, and certain other financial institutions from time to time party thereto .

4.8* Description of the registrant's securities.

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

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

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

3 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).

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).

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

4 unchanged sentences

10.19 Fourth Amendment to Credit Agreement, dated as of November 24, 2021, by and among the Company, School Bus Holdings, Inc.

10.20* Fifth Amendment and Limited Waiver to Credit Agreement, dated as of September 2, 2022, by and among the Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth

Third Bank and Truist Bank, each an Issuing Bank, and certain other financial institutions from time to time party thereto.

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).

2 unchanged sentences

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 .

10.25† Offer Letter, dated as of October 1, 2021, between Blue Bird Corporation and Razvan Radulescu (incorporated by reference to Exhibit 10.26 to the registrant's Annual Report on For m 10-K fil ed by t he registrant on December 15, 202 1) .

10.28† Severance Agreement, dated as of October 1, 2021, between Blue Bird Corporation and Razvan Radulescu (incorporated by reference to Exhibit 10.27 to the registrant's Annual Report on Form 10-K filed by the registrant on December 15, 2021) .

10.29 Subscription Agreement dated December 15, 2021, by and among Blue Bird Corporation, Coliseum Capital Partners, L.P., and Blackwell Partners LLC – Series A (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16 , 2021) .

10.30 Amendment and Joinder to Registration Rights Agreement, entered into as of December 15, 2021, by and among the Company, ASP BB Holdings LLC (as Transferee of The Traxis Group B.V.), Coliseum Partners, L.P.

and Blackwell Partners LLC – Series A (incorporated by reference to Exhibit 10.

2 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

10.31 Indemnification Agreement, dated December 15, 2021, by and between Blue Bird Corporation and Adam Gray (incorporated by reference to Exhibit 10.

3 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

10.32† First Amendment to Consulting Agreement, dated June 6, 2022, between Philip Horlock and Blue Bird Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on June 8, 2022) .

10.33†* Offer Letter, dated as of April 18, 2022 , between Blue Bird Corporation and Ted Scartz .

21.1* Subsidiaries of the registrant.

9 unchanged sentences

(ii) Consolidated Statements of Operations;

(iii) Consolidated Statements of Comprehensive Income;

(iv) Consolidated Statements of Stockholders' Deficit;

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

(iv) Consolidated Statements of Stockholders' (Deficit) Equity;

(iv) Consolidated Statements of Cash Flows;

4 unchanged sentences

† Management contract or compensatory plan or arrangement.

Form 10-K Summary

3 unchanged sentences

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

October 2, 2021 100 — — 100

October 1, 2022 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

October 1, 2022 3,453 2,050 — 5,503

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.

14 unchanged sentences

Chan Galbato Director December 12, 2022

/s/ Adam Gray

Adam Gray Director December 12, 2022

/s/ Douglas Grimm

10 unchanged sentences

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