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Item 1. Financial Statements

2025-05-07 compared with 2025-02-05 · 111 added, 83 removed, 348 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of dollars, except for share data) December 28, 2024 September 28, 2024

(in thousands of dollars, except for share data) March 29, 2025 September 28, 2024

Current assets

34 unchanged sentences

Stockholders' equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at December 28, 2024 and September 28, 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,111,078 and 32,268,022 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at March 29, 2025 and September 28, 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 31,674,003 and 32,268,022 shares issued and outstanding at March 29, 2025 and September 28, 2024, respectively

Additional paid-in capital 191,985 185,977

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(in thousands of dollars except for share data) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars except for share data) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Net sales $ 358,851 $ 345,915 $ 672,723 $ 663,575

10 unchanged sentences

Loss on debt refinancing

— — — ( 1,558 )

Income before income taxes

4 unchanged sentences

1,575 1,942 3,379 3,904

$ 26,046 $ 26,023 $ 54,768 $ 52,173

Earnings per share:

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

$ 26,046 $ 26,023 $ 54,768 $ 52,173

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024

Cash flows from operating activities

7 unchanged sentences

Loss on disposal of fixed assets 285 25

Deferred income tax expense

Deferred income tax (benefit) expense

( 3,962 ) 1,825

15 unchanged sentences

Revolving credit facility borrowings

Revolving credit facility repayments — ( 36,220 )

Term loan borrowings

6 unchanged sentences

Cash received from stock option exercises 567 1,751

Total cash (used in) provided by financing activities $ ( 12,884 ) $ 995

Total cash used in financing activities $ ( 37,002 ) $ ( 35,020 )

Change in cash and cash equivalents

8,432 ( 1,692 )

Cash and cash equivalents at beginning of period

2 unchanged sentences

$ 130,749 $ 93,096

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024

Supplemental disclosures of cash flow information

7 unchanged sentences

Changes in accounts payable for capital additions to property, plant and equipment $ 2,521 $ 780

Warrants issued for equity investment in affiliate

Warrants issued for equity investment in affiliate (note 12)

Right-of-use assets obtained in exchange for operating lease obligations — 1,241

6 unchanged sentences

Shares Amount Total Stockholders' Equity

Balance, September 28, 2024 32,268,022 $ 3 $ 185,977 — $ — $ ( 26,416 ) $ — — $ — $ 159,564

Balance, December 28, 2024 32,111,078 $ 3 $ 187,379 — $ — $ ( 26,363 ) $ 18,686 — $ — $ 179,705

Restricted stock activity 111,432 — ( 2,966 ) — — — — — — ( 2,966 )

5 unchanged sentences

Other comprehensive income, net of tax — — — — — 52 — — — 52

Balance, March 29, 2025 31,674,003 $ 3 $ 191,985 — $ — $ ( 26,311 ) $ 24,715 — $ — $ 190,392

Balance, December 30, 2023 32,198,592 $ 3 $ 187,159 — $ — $ ( 31,753 ) $ ( 29,550 ) 1,782,568 $ ( 50,282 ) $ 75,577

Stock option activity 100,473 — 1,602 — — — — — — 1,602

Share-based compensation expense — — 2,455 — — — — — — 2,455

Net income — — — — — — 26,023 — — 26,023

Other comprehensive income, net of tax — — — — — 131 — — — 131

Balance, March 30, 2024 32,299,065 $ 3 $ 191,216 — $ — $ ( 31,622 ) $ ( 3,527 ) 1,782,568 $ ( 50,282 ) $ 105,788

Six Months Ended

(in thousands of dollars, except for share data) Common Stock Convertible Preferred Stock Treasury Stock

Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Retained Earnings (Accumulated Deficit)

Shares Amount Total Stockholders' Equity

Balance, September 28, 2024 32,268,022 $ 3 $ 185,977 — $ — $ ( 26,416 ) $ — — $ — $ 159,564

Issuance of warrants

Restricted stock activity 168,852 — ( 4,412 ) — — — — — — ( 4,412 )

Stock option activity 39,931 — 567 — — — — — — 567

Share-based compensation expense — — 9,853 — — — — — — 9,853

Share repurchases (Note 13) ( 802,802 ) — — — — — ( 30,053 ) — — ( 30,053 )

Net income — — — — — — 54,768 — — 54,768

Other comprehensive income, net of tax — — — — — 105 — — — 105

Balance, March 29, 2025 31,674,003 $ 3 $ 191,985 — $ — $ ( 26,311 ) $ 24,715 — $ — $ 190,392

Balance, September 30, 2023 32,165,225 $ 3 $ 177,861 $ ( 31,884 ) $ ( 55,700 ) 1,782,568 $ ( 50,282 ) $ 39,998

Issuance of warrants (Note 12)

— — 7,416 — — — — — — 7,416

4 unchanged sentences

Other comprehensive income, net of tax — — — — — 262 — — — 262

Balance, December 30, 2023 32,198,592 $ 3 $ 187,159 — $ — $ ( 31,753 ) $ ( 29,550 ) 1,782,568 $ ( 50,282 ) $ 75,577

Balance, March 30, 2024 32,299,065 $ 3 $ 191,216 — $ — $ ( 31,622 ) $ ( 3,527 ) 1,782,568 $ ( 50,282 ) $ 105,788

The accompanying notes are an integral part of these consolidated financial statements.

BLUE BIRD CORPORATION

13 unchanged sentences

The fiscal years ending September 27, 2025 ("fiscal 2025") and ended September 28, 2024 ("fiscal 2024") consist or consisted of 52 weeks.

The first quarters of fiscal 2025 and fiscal 2024 both included 13 weeks.

The second quarters of fiscal 2025 and fiscal 2024 both included 13 weeks.

The six month periods in fiscal 2025 and 2024 both included 26 weeks.

In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made.

6 unchanged sentences

Impacts of Supply Chain Constraints on Our Business

The global automotive industry supply chain constraints that arose subsequent to the novel coronavirus pandemic known as "COVID-19" and that were further exacerbated by additional stress resulting from Russia’s invasion of Ukraine in February 2022 continued to impact our business and operations during the first quarters of fiscal 2024 and 2025.

Specifically, they continued to result in higher purchasing costs, including freight costs incurred to deliver critical components, to procure the raw materials inventory needed to produce buses to fulfill sales orders.

Additionally, there were still occasional shortages of certain critical components that limited the number and/or mix of school buses that we could produce and sell.

Nonetheless, ongoing improvements in manufacturing operations that have resulted in the consistent production of buses, when coupled with periodic pricing actions taken to ensure that the increased sales prices charged for buses keep pace with increased costs to procure inventory to produce buses, have resulted in the Company reporting gross profit and gross margin in the first quarters of fiscal 2025 and 2024 that exceeded those reported in pre-pandemic fiscal years.

Nonetheless, ongoing improvements in manufacturing operations that have resulted in the consistent production of buses, when coupled with periodic pricing actions taken to ensure that the increased sales prices charged for buses keep pace with increased costs to procure inventory to produce buses, have resulted in the Company reporting gross profit and gross margin in the second quarters of fiscal 2025 and 2024 that exceeded those reported in pre-pandemic fiscal years.

Significant uncertainty still exists concerning the magnitude and duration of the ongoing supply chain constraints and accordingly, precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity.

2 unchanged sentences

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;

amounts of revenues and expenses.

For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory;

the allowance for doubtful accounts;

7 unchanged sentences

The Company’s significant accounting policies are described in the Company’s fiscal 2024 Form 10-K, filed with the SEC on November 25, 2024.

Our senior management has reviewed these significant accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the three months ended December 28, 2024.

Recently Issued Accounting Standards

13 unchanged sentences

Clarifying the Effective Date , to clarify the effective date of ASU 2024-03, which is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The new ASUs will not impact amounts recorded in the financial statements but instead, will require more detailed disclosures in the footnotes to the financial statement.

The new ASUs will not impact amounts recorded in the financial statements but instead, will require more detailed disclosures in the footnotes to the financial statements.

The Company plans to provide the updated disclosures required by the ASUs in the periods in which they are effective.

1 unchanged sentence

The following table presents the components of inventories at the dates indicated:

(in thousands of dollars) December 28, 2024 September 28, 2024

(in thousands of dollars) March 29, 2025 September 28, 2024

Raw materials $ 87,556 $ 83,027

4 unchanged sentences

The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Balance at beginning of period $ 16,127 $ 15,283 $ 16,179 $ 15,434

4 unchanged sentences

The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two to five years , for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Balance at beginning of period $ 29,559 $ 24,118 $ 27,962 $ 23,123

6 unchanged sentences

The following table reflects our total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated:

(in thousands of dollars) December 28, 2024 September 28, 2024

(in thousands of dollars) March 29, 2025 September 28, 2024

Current portion $ 4,427 $ 5,008

3 unchanged sentences

Shipping and Handling Revenues

Shipping and handling revenues were $ 5.1 million and $ 4.7 million for the three months ended December 28, 2024 and December 30, 2023, respectively.

The related cost of goods sold was $ 4.6 million and $ 4.3 million for the three months ended December 28, 2024 and December 30, 2023, respectively.

Shipping and handling revenues were $ 5.2 million and $ 5.0 million for the three months ended March 29, 2025 and March 30, 2024, respectively, and $ 10.3 million and $ 9.7 million for the six months ended March 29, 2025 and March 30, 2024, respectively.

The related cost of goods sold was $ 4.7 million and $ 4.4 million for the three months ended March 29, 2025 and March 30, 2024, respectively, and $ 9.3 million and $ 8.7 million for the six months ended March 29, 2025 and March 30, 2024, respectively.

Pension (Income) Expense

Components of net periodic pension benefit (income) expense were as follows for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Interest cost $ 1,312 $ 1,484 $ 2,624 $ 2,968

7 unchanged sentences

Term loan borrowings consisted of the following at the dates indicated:

(in thousands of dollars) December 28, 2024 September 28, 2024

(in thousands of dollars) March 29, 2025 September 28, 2024

Term loan borrowings, net of deferred financing costs of $ 1,089 and $ 1,256 , respectively

5 unchanged sentences

If measured at fair value in the financial statements, the term loans would be classified as Level 2 in the fair value hierarchy.

At December 28, 2024 and September 28, 2024, $ 95.0 million and $ 96.3 million, respectively, were outstanding on the term loans.

At December 28, 2024 and September 28, 2024, the stated interest rates on the term loans were 6.4 % and 6.9 %, respectively.

At December 28, 2024 and September 28, 2024, the weighted-average annual effective interest rates for the term loans were 7.0 % and 8.2 %, respectively, which include amortization of the deferred financing costs.

At December 28, 2024, $ 6.7 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.

At March 29, 2025 and September 28, 2024, $ 93.8 million and $ 96.3 million, respectively, were outstanding on the term loans.

At March 29, 2025 and September 28, 2024, the stated interest rates on the term loans were 6.2 % and 6.9 %, respectively.

At March 29, 2025 and September 28, 2024, the weighted-average annual effective interest rates for the term loans were 6.7 % and 8.2 %, respectively, which include amortization of the deferred financing costs.

At March 29, 2025, $ 6.7 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.

There were no borrowings outstanding on the Revolving Credit Facility;

therefore, the Company would have been able to borrow $ 143.3 million on the revolving line of credit.

Interest expense on all indebtedness was $ 1.9 million and $ 3.6 million for the three months ended December 28, 2024 and December 30, 2023, respectively.

Interest expense on all indebtedness was $ 1.8 million and $ 2.8 million for the three months ended March 29, 2025 and March 30, 2024, respectively, and $ 3.7 million and $ 6.4 million for the six months ended March 29, 2025 and March 30, 2024, respectively.

The schedule of remaining principal payments through maturity for the term loans is as follows:

1 unchanged sentence

Fiscal Year Principal Payments

Thereafter 71,250

Total remaining principal payments $ 93,750

2 unchanged sentences

In periods where our pre-tax income approximates or is equal to break-even, the effective tax rates for quarter-to-date and full-year periods may not be meaningful due to discrete period items.

The effective tax rate for the three months ended December 28, 2024 was 24.4 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the three months ended March 29, 2025 was 27.2 % and differed from the statutory federal income tax rate of 21 %.

The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter.

The effective tax rate for the three months ended December 30, 2023 was 25.9 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the three months ended March 30, 2024 was 25.5 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the six months ended March 29, 2025 was 25.8 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the six months ended March 30, 2024 was 25.7 % and differed from the statutory federal income tax rate of 21 %.

Guarantees, Commitments and Contingencies

At December 28, 2024, the Company had a number of product liability and other cases pending.

At March 29, 2025, 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 effect on the Company’s financial statements.

9 unchanged sentences

Management evaluates the segments based primarily upon revenues and gross profit, which are reflected in the tables below for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Bus (1) $ 332,712 $ 317,959 $ 620,859 $ 611,396

1 unchanged sentence

Segment net sales $ 358,851 $ 345,915 $ 672,723 $ 663,575

(1) Parts segment revenue includes $ 1.9 million and $ 1.6 million for the three months ended December 28, 2024 and December 30, 2023, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

(1) Parts segment revenue includes $ 1.9 million and $ 2.7 million for the three months ended March 29, 2025 and March 30, 2024, respectively, and $ 3.8 million and $ 4.3 million for the six months ended March 29, 2025 and March 30, 2024, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Bus $ 57,634 $ 49,589 $ 104,806 $ 100,883

2 unchanged sentences

The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Segment gross profit $ 70,854 $ 63,639 $ 131,171 $ 127,197

5 unchanged sentences

Loss on debt refinancing

— — — ( 1,558 )

Income before income taxes

1 unchanged sentence

Sales are attributable to geographic areas based on customer location and were as follows for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

$ 299,274 $ 316,583 $ 587,231 $ 619,115

3 unchanged sentences

The following table disaggregates revenue by product category for the periods presented:

Three Months Ended

(in thousands of dollars) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Diesel buses $ 117,611 $ 123,444 $ 241,983 $ 208,442

7 unchanged sentences

The following table presents the earnings per share computation for the periods presented:

Three Months Ended

(in thousands except for share data) December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

(in thousands except for share data) March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

$ 26,046 $ 26,023 $ 54,768 $ 52,173

10 unchanged sentences

$ 0.79 $ 0.79 $ 1.65 $ 1.59

(1) Potentially dilutive securities representing approximately 0.2 million shares of common stock were excluded from the computation of diluted earnings per share for the three months ended December 30, 2023, as their effect would have been antidilutive.

(1) Potentially dilutive securities representing 0.1 million and approximately zero shares of common stock were excluded from the computation of diluted earnings per share for the three months ending March 29, 2025 and March 30, 2024, respectively, and potentially dilutive securities representing approximately zero shares of common stock were excluded from the computation of diluted earnings per share for each of the six months ending March 29, 2025 and March 30, 2024, as their effect would have been antidilutive.

Accumulated Other Comprehensive Loss

The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented:

Three Months Ended

(in thousands of dollars) Defined Benefit Pension Plan Total AOCL

December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) Defined Benefit Pension Plan Total AOCL Defined Benefit Pension Plan Total AOCL

March 29, 2025

Beginning Balance $ ( 26,363 ) $ ( 26,363 ) $ ( 26,416 ) $ ( 26,416 )

2 unchanged sentences

Income taxes ( 17 ) ( 17 ) ( 34 ) ( 34 )

Ending Balance December 28, 2024 $ ( 26,363 ) $ ( 26,363 )

December 30, 2023

Ending Balance March 29, 2025 $ ( 26,311 ) $ ( 26,311 ) $ ( 26,311 ) $ ( 26,311 )

March 30, 2024

Beginning Balance $ ( 31,753 ) $ ( 31,753 ) $ ( 31,884 ) $ ( 31,884 )

2 unchanged sentences

Income taxes ( 41 ) ( 41 ) ( 82 ) ( 82 )

Ending Balance December 30, 2023 $ ( 31,753 ) $ ( 31,753 )

Ending Balance March 30, 2024 $ ( 31,622 ) $ ( 31,622 ) $ ( 31,622 ) $ ( 31,622 )

Stockholder Transaction Costs

On December 14, 2023, the Company entered into an underwriting agreement with BofA Securities, Inc.

and Barclays Capital Inc., as representatives of the several underwriters and American Securities LLC ("Selling Stockholder"), pursuant to which the Selling Stockholder agreed to sell 2,500,000 shares of common stock at a purchase price of $ 25.10 per share (“Offering”).

The Offering was conducted pursuant to a prospectus supplement, dated December 14, 2023, to the prospectus dated December 22, 2021 included in the Company’s registration statement on Form S-3 (File No.

and Barclays Capital Inc., as representatives of the several underwriters and American Securities LLC ("Selling Stockholder"), pursuant to which Selling Stockholder agreed to sell 2,500,000 shares of common stock at a purchase price of $ 25.10 per share (“December Offering”).

On February 15, 2024, the Company entered into an underwriting agreement with Barclays Capital Inc., as representative of the several underwriters and Selling Stockholder, pursuant to which Selling Stockholder agreed to sell 4,042,650 shares of common stock at a purchase price of $ 32.90 per share (“February Offering,” and collectively with the December Offering,“Offerings”).

The Offerings were conducted pursuant to prospectus supplements, dated December 14, 2023 and February 15, 2024, respectively, both to the prospectus dated December 22, 2021 included in the Company’s registration statement on Form S-3 (File No.

333-261858) that was initially filed with the SEC on December 23, 2021.

The Offering closed on December 19, 2023.

Although the Company did not sell any shares or receive any proceeds from the Offering, it was required to pay certain expenses in connection with the transaction that totaled approximately $ 1.2 million for the three months ended December 30, 2023.

The $ 1.2 million of expense is included within other income (expense), net on the Condensed Consolidated Statements of Operations for the three months ended December 30, 2023.

No such expense was incurred in the three months ended December 28, 2024.

The December Offering closed on December 19, 2023 and the February Offering closed on February 21, 2024.

Although the Company did not sell any shares or receive any proceeds from the Offerings, it was required to pay certain expenses in connection with the Offerings that totaled approximately $ 1.9 million and $ 3.2 million for the three and six months ended March 30, 2024, respectively.

The $ 1.9 million and $ 3.2 million of expense is included within other income (expense), net on the Condensed Consolidated Statements of Operations for the three and six months ended March 30, 2024, respectively.

No such expense was incurred in the six months ended March 29, 2025.

Equity Investment in Affiliates

4 unchanged sentences

("Micro Bird"), our unconsolidated Canadian joint venture that produces Blue Bird Micro Bird by Girardin Type A buses in Drummondville, Quebec.

In recognizing the Company’s 50 % portion of Micro Bird's net income or loss, the Company recorded $ 2.1 million and $ 2.0 million in equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three months ended December 28, 2024 and December 30, 2023, respectively.

In recognizing the Company’s 50 % portion of Micro Bird's net income or loss, the Company recorded equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations totaling $ 2.0 million for each of the three months

ended March 29, 2025 and March 30, 2024, and $ 4.1 million and $ 3.9 million for the six months ended March 29, 2025 and March 30, 2024, respectively.

In December 2023, Micro Bird paid dividends to all common stockholders, with the Company's proportionate share totaling $ 3.0 million, gross of required withholding taxes.

The dividend was recorded as a reduction in the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets and is presented as a cash inflow in the operating section of the Condensed Consolidated Statements of Cash Flows.

No dividends were paid in the three months ended December 28, 2024.

At December 28, 2024 and September 28, 2024, the carrying value of the Company's investment in Micro Bird included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 26.6 million and $ 24.4 million, respectively.

No dividends were paid in the six months ended March 29, 2025.

At March 29, 2025 and September 28, 2024, the carrying value of the Company's investment in Micro Bird included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 28.5 million and $ 24.4 million, respectively.

Clean Bus Solutions, LLC

1 unchanged sentence

The service is offered to qualified customers of the Company by providing them with turnkey electrification solutions, including a wide product range consisting of, among others, electric school buses, financing of electric buses and supporting charging infrastructure, project planning and management, and fleet optimization.

During the three months ended December 28, 2024, the Company made a $ 0.5 million cash contribution to CBS and during the three months ended December 30, 2023, the Company recorded the $ 7.4 million fair value of warrants it issued to the joint venture partner as its initial investment in CBS, both of which increased the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets.

In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded $( 0.3 ) million (a loss) in equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three months ended December 28, 2024, while no amount was recorded in the three months ended December 30, 2023.

CBS paid no dividends in either period.

At December 28, 2024 and September 28, 2024, the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 7.8 million and $ 7.7 million, respectively.

During the six months ended March 29, 2025, the Company made a $ 0.5 million cash contribution to CBS, and during the six months ended March 30, 2024, the Company recorded the $ 7.4 million fair value of warrants it issued to the joint venture partner as its initial investment in CBS, both of which increased the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets.

In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded $( 0.4 ) million and $( 0.7 ) million (losses) in equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three and six months ended March 29, 2025, respectively, while no amount was recorded in the six months ended March 30, 2024.

CBS paid no dividends in any period.

At March 29, 2025 and September 28, 2024, the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 7.5 million and $ 7.7 million, respectively.

Stockholders’ Equity

2 unchanged sentences

Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

During the three months ended December 28, 2024, the Company repurchased 243,450 shares of its common stock for $ 10.0 million, pursuant to the share repurchase plan.

The Company constructively retired these shares immediately after repurchase, with the $ 10.0 million amount paid in excess of the $ 0.0001 par value of each share recorded as a reduction in retained earnings.

No such repurchases were made during the three months ended December 30, 2023.

The total remaining authorization for future common stock repurchases under the Company's share repurchase program was $ 40.0 million as of December 28, 2024.

During the three and six months ended March 29, 2025, the Company repurchased 559,352 and 802,802 shares of its common stock, respectively, for $ 20.0 million and $ 30.1 million, respectively, pursuant to the share repurchase plan.

The Company constructively retired these shares immediately after repurchase, with the $ 20.0 million and $ 30.1 million amount paid in excess of the $ 0.0001 par value of each share recorded as a reduction in retained earnings.

No such repurchases were made during the six months ended March 30, 2024.

The total remaining authorization for future common stock repurchases under the Company's share repurchase program was $ 20.0 million as of March 29, 2025.

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-Q

Item 1. Financial Statements