2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: (in thousands of dollars, except for share data) June 28, 2025 September 28, 2024
+Added: (in thousands of dollars, except for share data) December 27, 2025 September 27, 2025
Current assets
10 unchanged sentences
Deferred tax assets — 2,697
−Removed: Finance lease right-of-use assets — 332
Other assets 1,631 1,793
6 unchanged sentences
Deferred warranty income 11,649 11,329
−Removed: Finance lease obligations — 975
Other current liabilities 48,970 6,333
7 unchanged sentences
Deferred tax liabilities 5,543 5,439
−Removed: Finance lease obligations — 6
Other liabilities 13,692 10,229
2 unchanged sentences
Stockholders' equity
−Removed: Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at June 28, 2025 and September 28, 2024
−Removed: Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 31,480,251 and 32,268,022 shares issued and outstanding at June 28, 2025 and September 28, 2024, respectively
+Added: Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at December 27, 2025 and September 27, 2025
+Added: Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 31,679,557 and 31,884,721 shares issued and outstanding at December 27, 2025 and September 27, 2025, respectively
Additional paid-in capital 195,532 195,466
Retained earnings
+Added: 103,990 88,193
Accumulated other comprehensive loss ( 28,157 ) ( 28,247 )
4 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars except for share data) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars except for share data) December 27, 2025 December 28, 2024
Net sales $ 333,084 $ 313,872
9 unchanged sentences
( 211 ) 2,916
−Removed: Loss on debt refinancing
−Removed: — — — ( 1,558 )
Income before income taxes
2 unchanged sentences
( 9,119 ) ( 8,693 )
−Removed: Equity in net (loss) income of non-consolidated affiliates
−Removed: ( 404 ) 2,767 2,975 6,671
+Added: Equity in net income of non-consolidated affiliates
$ 30,756 $ 28,722
9 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
$ 30,756 $ 28,722
7 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
Cash flows from operating activities
5 unchanged sentences
Equity in net income of non-consolidated affiliates ( 1,994 ) ( 1,804 )
−Removed: Dividend from equity investment in affiliates
Loss on disposal of fixed assets 50 20
−Removed: Deferred income tax (benefit) expense
+Added: Deferred income tax expense (benefit)
2,772 ( 2,145 )
Amortization of deferred actuarial pension losses 118 70
−Removed: Loss on debt refinancing
Changes in assets and liabilities:
9 unchanged sentences
Equity investment in affiliates (Note 11)
+Added: ( 190 ) ( 500 )
Total cash used in investing activities $ ( 5,655 ) $ ( 5,094 )
Cash flows from financing activities
−Removed: Revolving credit facility borrowings
−Removed: Revolving credit facility repayments — ( 36,220 )
−Removed: Term loan borrowings
Term loan repayments
1 unchanged sentence
Principal payments on finance leases — ( 538 )
−Removed: Cash paid for debt costs
−Removed: Repurchase of common stock in connection with repurchase program (Note 13)
+Added: Repurchase of common stock in connection with repurchase programs (Note 12) ( 14,959 ) ( 10,036 )
Repurchase of common stock in connection with stock award exercises ( 2,376 ) ( 1,445 )
6 unchanged sentences
$ 241,739 $ 136,119
−Removed: Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024
Supplemental disclosures of cash flow information
5 unchanged sentences
Income tax paid, net of tax refunds
−Removed: 43,594 18,856
Non-cash investing and financing activities:
Changes in accounts payable for capital additions to property, plant and equipment $ 1,264 $ 1,940
−Removed: Warrants issued for equity investment in affiliate (note 12)
Right-of-use assets obtained in exchange for operating lease obligations 3,713 —
4 unchanged sentences
(in thousands of dollars, except for share data) Common Stock Convertible Preferred Stock Treasury Stock
−Removed: Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Retained Earnings (Accumulated Deficit)
+Added: Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Retained Earnings
Shares Amount Total Stockholders' Equity
−Removed: Balance, March 29, 2025 31,674,003 $ 3 $ 191,985 — $ — $ ( 26,311 ) $ 24,715 — $ — $ 190,392
+Added: Balance, September 27, 2025 31,884,721 $ 3 $ 195,466 — $ — $ ( 28,247 ) $ 88,193 — $ — $ 255,415
+Added: Restricted stock activity 78,578 — ( 2,377 ) — — — — — — ( 2,377 )
Stock option activity 7,006 — 87 — — — — — — 87
4 unchanged sentences
Other comprehensive income, net of tax — — — — — 90 — — — 90
−Removed: Balance, June 28, 2025 31,480,251 $ 3 $ 195,872 — $ — $ ( 26,258 ) $ 52,230 — $ — $ 221,847
−Removed: Balance, March 30, 2024 32,299,065 $ 3 $ 191,216 — $ — $ ( 31,622 ) $ ( 3,527 ) 1,782,568 $ ( 50,282 ) $ 105,788
−Removed: Restricted stock activity 18,896 — — — — — — — — —
−Removed: Stock option activity 13,200 — 223 — — — — — — 223
−Removed: Share-based compensation expense — — 2,430 — — — — — — 2,430
−Removed: Net income — — — — — — 28,711 — — 28,711
−Removed: Other comprehensive income, net of tax — — — — — 131 — — — 131
−Removed: Balance, June 29, 2024 32,331,161 $ 3 $ 193,869 — $ — $ ( 31,491 ) $ 25,184 1,782,568 $ ( 50,282 ) $ 137,283
−Removed: Nine Months Ended
−Removed: (in thousands of dollars, except for share data) Common Stock Convertible Preferred Stock Treasury Stock
−Removed: Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Retained Earnings (Accumulated Deficit)
−Removed: Shares Amount Total Stockholders' Equity
+Added: Balance, December 27, 2025 31,679,557 $ 3 $ 195,532 — $ — $ ( 28,157 ) $ 103,990 — $ — $ 271,368
Balance, September 28, 2024 32,268,022 $ 3 $ 185,977 — $ — $ ( 26,416 ) $ — — $ — $ 159,564
3 unchanged sentences
Share repurchases (Note 12)
−Removed: Net income — — — — — — 91,223 — — 91,223
−Removed: Other comprehensive income, net of tax — — — — — 158 — — — 158
−Removed: Balance, June 28, 2025 31,480,251 $ 3 $ 195,872 — $ — $ ( 26,258 ) $ 52,230 — $ — $ 221,847
−Removed: Balance, September 30, 2023 32,165,225 $ 3 $ 177,861 $ ( 31,884 ) $ ( 55,700 ) 1,782,568 $ ( 50,282 ) $ 39,998
−Removed: Issuance of warrants (Note 12)
( 243,450 ) — — — — — ( 10,036 ) — — ( 10,036 )
−Removed: Restricted stock activity 41,011 — ( 301 ) — — — — — — ( 301 )
−Removed: Stock option activity 124,925 — 1,974 — — — — — — 1,974
−Removed: Share-based compensation expense — — 6,919 — — — — — — 6,919
Net income — — — — — — 28,722 — — 28,722
Other comprehensive income, net of tax — — — — — 53 — — — 53
−Removed: Balance, June 29, 2024 32,331,161 $ 3 $ 193,869 — $ — $ ( 31,491 ) $ 25,184 1,782,568 $ ( 50,282 ) $ 137,283
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: Balance, December 28, 2024 32,111,078 $ 3 $ 187,379 — $ — $ ( 26,363 ) $ 18,686 — $ — $ 179,705
BLUE BIRD CORPORATION
12 unchanged sentences
The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years.
−Removed: The fiscal years ending September 27, 2025 ("fiscal 2025") and ended September 28, 2024 ("fiscal 2024") consist or consisted of 52 weeks.
−Removed: The third quarters of fiscal 2025 and fiscal 2024 both included 13 weeks.
−Removed: The nine month periods in fiscal 2025 and 2024 both included 39 weeks.
+Added: The fiscal years ending October 3, 2026 ("fiscal 2026") and ended September 27, 2025 ("fiscal 2025") consist or consisted of 53 and 52 weeks, respectively.
+Added: The first quarters of fiscal 2026 and fiscal 2025 both included 13 weeks.
In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made.
5 unchanged sentences
For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes as of and for the fiscal year ended September 27, 2025 as set forth in the Company's fiscal 2025 Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 24, 2025.
−Removed: Impacts of Supply Chain Constraints on Our Business
−Removed: 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 third quarters of fiscal 2024 and 2025.
−Removed: 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.
+Added: Business Update
+Added: 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 both fiscal 2025 and 2026.
+Added: Specifically, they continued to result in higher purchasing costs to procure the raw materials inventory needed to produce buses.
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.
−Removed: 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 third quarters of fiscal 2025 and 2024 that exceeded those reported in pre-pandemic fiscal years.
−Removed: 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.
+Added: Nonetheless, ongoing improvements in manufacturing operations over the past several years have resulted in the consistent production of buses to fulfill sales orders during these same periods.
+Added: In addition to periodic inventory shortages and general inflationary pressures resulting from the global supply chain constraints discussed above, changes in trade policies and tariffs began to impact our business and operations in the second half of fiscal 2025 and continuing into the first quarter of fiscal 2026 by increasing our procurement costs for certain imported inventory.
+Added: However, the higher inventory purchase costs that we incurred in producing and selling buses during the first quarters of fiscal 2025 and fiscal 2026 resulting from the above factors, as applicable, did not negatively impact our operating results or cash flows during these periods as such impacts were largely offset by proactive increases in the sales prices we charged for our products.
+Added: Significant uncertainty still exists concerning the magnitude and duration of the ongoing (i) supply chain constraints and (ii) changes in governmental policies, programs, regulations and/or laws and accordingly, precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity.
Use of Estimates and Assumptions
1 unchanged sentence
GAAP requires management to make estimates and assumptions.
−Removed: 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
−Removed: amounts of revenues and expenses.
+Added: 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;
8 unchanged sentences
The Company’s significant accounting policies are described in the consolidated financial statements included in the Company’s fiscal 2025 Form 10-K, filed with the SEC on November 24, 2025.
−Removed: 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 nine months ended June 28, 2025.
+Added: 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 27, 2025.
Recently Issued Accounting Standards
−Removed: ASU 2023-07 On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which requires public business entities ("PBEs") to disclose information about their reportable segments’ significant expenses on an interim and annual basis.
−Removed: The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted.
−Removed: ASU 2023-09 On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: ASU 2023-09 On December 14, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures , which requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate.
−Removed: PBEs are required to provide this incremental detail in a numerical, tabular format.
+Added: Public business entities ("PBEs") are required to provide this incremental detail in a numerical, tabular format.
The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction;
8 unchanged sentences
The Company plans to provide the updated disclosures required by the ASUs in the periods in which they are effective.
+Added: Any recently issued accounting standards not identified above do not apply to the Company or the impact is expected to be immaterial.
Supplemental Financial Information
The following table presents the components of inventories at the dates indicated:
−Removed: (in thousands of dollars) June 28, 2025 September 28, 2024
+Added: (in thousands of dollars) December 27, 2025 September 27, 2025
Raw materials $ 86,216 $ 81,262
4 unchanged sentences
The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
Balance at beginning of period $ 17,175 $ 16,179
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:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
Balance at beginning of period $ 33,697 $ 27,962
4 unchanged sentences
We expect to recognize $ 8.9 million of the outstanding contract liability during the remainder of fiscal 2026, $ 9.8 million in fiscal 2027, and the remaining balance thereafter.
+Added: Other Current Liabilities
+Added: The balance in other current liabilities as of December 27, 2025 includes approximately $ 42.8 million of deferred income resulting from an advanced deposit made by a customer for a large order of electric school buses.
+Added: The Company expects to recognize the vast majority of this amount as revenue during the third and fourth quarters of fiscal 2026 as the underlying buses are produced and delivered.
+Added: There were no material amounts of deferred income reflected within the other current liabilities balance as of December 28, 2024.
Self-Insurance
The following table reflects our total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated:
−Removed: (in thousands of dollars) June 28, 2025 September 28, 2024
+Added: (in thousands of dollars) December 27, 2025 September 27, 2025
Current portion $ 5,541 $ 4,979
3 unchanged sentences
Shipping and Handling Revenues
−Removed: Shipping and handling revenues were $ 6.9 million and $ 5.9 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 17.2 million and $ 15.6 million for the nine months ended June 28, 2025 and June 29, 2024, respectively.
−Removed: The related cost of goods sold was $ 6.1 million and $ 5.5 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 15.4 million and $ 14.2 million for the nine months ended June 28, 2025 and June 29, 2024, respectively.
−Removed: Pension (Income) Expense
−Removed: Components of net periodic pension benefit (income) expense were as follows for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Shipping and handling revenues were $ 5.1 million for the three months ended both December 27, 2025 and December 28, 2024.
+Added: The related cost of goods sold was $ 4.7 million and $ 4.6 million for the three months ended December 27, 2025 and December 28, 2024, respectively.
+Added: Pension Expense (Income)
+Added: Components of net periodic pension benefit expense (income) were as follows for the periods presented:
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
Interest cost $ 716 $ 1,312
1 unchanged sentence
Amortization of prior loss 118 70
−Removed: Net periodic pension benefit (income) expense
+Added: Net periodic pension benefit expense (income)
$ 230 $ ( 437 )
Amortization of prior loss, recognized in other comprehensive income ( 118 ) ( 70 )
−Removed: Total recognized in net periodic pension benefit (income) expense and other comprehensive income
+Added: Total recognized in net periodic pension benefit expense (income) and other comprehensive income
$ 112 $ ( 507 )
Term loan borrowings consisted of the following at the dates indicated:
−Removed: (in thousands of dollars) June 28, 2025 September 28, 2024
+Added: (in thousands of dollars) December 27, 2025 September 27, 2025
Term loan borrowings, net of deferred financing costs of $ 846 and $ 926 , respectively
3 unchanged sentences
Term loan borrowings are recognized on the Condensed Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement;
−Removed: however, given the variable rates on the loans, the Company estimates that the unpaid principal balance approximates fair value.
+Added: however, given the variable rates on the loans that reset frequently, the Company estimates that the unpaid principal balance approximates 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.
−Removed: At June 28, 2025 and September 28, 2024, $ 92.5 million and $ 96.3 million, respectively, were outstanding on the term loans.
−Removed: At June 28, 2025 and September 28, 2024, the stated interest rates on the term loans were 6.1 % and 6.9 %, respectively.
−Removed: At June 28, 2025 and September 28, 2024, the weighted-average annual effective interest rates for the term loans were 6.6 % and 8.2 %, respectively, which include amortization of the deferred financing costs.
−Removed: At June 28, 2025, $ 8.3 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.
+Added: At December 27, 2025 and September 27, 2025, $ 90.0 million and $ 91.3 million, respectively, were outstanding on the term loans.
+Added: At December 27, 2025 and September 27, 2025, the stated interest rates on the term loans were 5.9 % and 6.1 %, respectively.
+Added: At December 27, 2025 and September 27, 2025, the weighted-average annual effective interest rates for the term loans were 6.1 % and 6.6 %, respectively, which include amortization of the deferred debt issuance costs.
+Added: At December 27, 2025, $ 8.3 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 $ 141.7 million on the revolving line of credit.
−Removed: Interest expense on all indebtedness was $ 1.7 million and $ 2.1 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 5.5 million and $ 8.6 million for the nine months ended June 28, 2025 and June 29, 2024, respectively.
+Added: Interest expense on all indebtedness was $ 1.6 million and $ 1.9 million for the three months ended December 27, 2025 and December 28, 2024, respectively.
The schedule of remaining principal payments through maturity for the term loans is as follows:
5 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.
−Removed: The effective tax rate for the three months ended June 28, 2025 was 25.1 % and differed from the statutory federal income tax rate of 21 %.
+Added: The effective tax rate for the three months ended December 27, 2025 was 24.1 % 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.
−Removed: The effective tax rate for the three months ended June 29, 2024 was 27.7 % and differed from the statutory federal income tax rate of 21 %.
+Added: 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 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.
−Removed: The effective tax rate for the nine months ended June 28, 2025 was 25.5 % and differed from the statutory federal income tax rate of 21 %.
−Removed: 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 period.
−Removed: The effective tax rate for the nine months ended June 29, 2024 was 26.4 % and differed from the statutory federal income tax rate of 21 %.
−Removed: 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 period.
Guarantees, Commitments and Contingencies
−Removed: At June 28, 2025, the Company had a number of product liability and other cases pending.
+Added: At December 27, 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.
5 unchanged sentences
Segment Information
−Removed: We manage our business in two operating segments:
−Removed: (i) the Bus segment, which includes the manufacturing and assembly of buses to be sold to a variety of customers across the U.S., Canada and in certain limited international markets;
+Added: We manage our business in two operating segments, both of which are reportable segments:
+Added: (i) the Bus segment, which includes the manufacture and assembly of buses to be sold to a variety of customers across the U.S., Canada, and in certain limited 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 and certain large fleet customers.
−Removed: Management evaluates the segments based primarily upon revenues and gross profit, which are reflected in the tables below for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
−Removed: Bus (1) $ 372,240 $ 308,037 $ 993,099 $ 919,433
−Removed: Parts (1) 25,771 25,330 77,635 77,509
−Removed: Segment net sales $ 398,011 $ 333,367 $ 1,070,734 $ 996,942
−Removed: (1) Parts segment revenue includes $ 1.6 million and $ 2.6 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 5.4 million and $ 6.9 million for the nine months ended June 28, 2025 and June 29, 2024, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
−Removed: Bus $ 73,211 $ 56,545 $ 178,017 $ 157,428
−Removed: Parts 12,717 12,808 39,082 39,122
+Added: Our chief operating decision maker ("CODM") is our President and Chief Executive Officer.
+Added: The CODM primarily uses net sales and gross profit to evaluate segment performance, allocate resources, and make operating decisions as these metrics align with the Company's mission to deliver profitable growth to our stockholders over time.
+Added: Specifically, net sales is utilized to evaluate the effectiveness of the Company's sales functions in obtaining a fair price for the significant value that our products offer and ensuring that the sales prices charged for our products appropriately consider changes in the costs we incur to procure inventory for the products we offer.
+Added: Gross profit is utilized to evaluate the effectiveness of the Company's purchasing functions in controlling the costs we incur in procuring inventory and the effectiveness and efficiency of the Company's manufacturing operations in converting inventory into finished products.
+Added: The CODM does not utilize segment asset information to evaluate performance and make resource allocation decisions, primarily because the Parts segment operates as a distributor and accordingly, does not have a significant amount of assets.
+Added: Therefore, disclosures of assets for the segments are not provided.
+Added: The accounting policies of the reportable segments are the same as those applied in preparation of the condensed consolidated financial statements included herein.
+Added: Significant reportable segment information provided to and used by the CODM in assessing performance and allocating resources is as follows:
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
+Added: Net sales (1) $ 307,662 $ 288,147
+Added: Cost of goods sold 249,403 240,975
Segment gross profit $ 58,259 $ 47,172
+Added: Parts segment
+Added: Net sales (1) $ 25,422 $ 25,725
+Added: Cost of goods sold 12,452 12,580
+Added: Segment gross profit $ 12,970 $ 13,145
+Added: (1) Parts segment revenue includes $ 1.2 million and $ 1.9 million for the three months ended December 27, 2025 and December 28, 2024, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.
The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
+Added: Bus segment gross profit
+Added: $ 58,259 $ 47,172
+Added: Parts segment gross profit
+Added: 12,970 13,145
Segment gross profit $ 71,229 $ 60,317
4 unchanged sentences
( 211 ) 2,916
−Removed: Loss on debt refinancing
−Removed: — — — ( 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:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
$ 278,671 $ 287,957
3 unchanged sentences
The following table disaggregates revenue by product category for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands of dollars) December 27, 2025 December 28, 2024
Diesel buses $ 144,853 $ 124,372
3 unchanged sentences
Net sales $ 333,084 $ 313,872
−Removed: (1) Includes buses sold with any power source other than diesel (e.g., gasoline, propane, compressed natural gas ("CNG") or electric).
+Added: (1) Includes buses sold with any power source other than diesel (e.g., gasoline, propane or electric).
(2) Includes shipping and handling revenue, extended warranty income, surcharges and chassis and bus shell sales .
1 unchanged sentence
The following table presents the earnings per share computation for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands except for share data) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024
+Added: Three Months Ended
+Added: (in thousands except for share data) December 27, 2025 December 28, 2024
$ 30,756 $ 28,722
10 unchanged sentences
$ 0.94 $ 0.86
−Removed: (1) There were no potentially dilutive securities excluded from the computation of diluted earnings per share for the each of three months and nine months ended June 28, 2025 and June 29, 2024, respectively, because their effect was antidilutive.
+Added: (1) There were no potentially dilutive securities excluded from the computation of diluted earnings per share for the three months ended both December 27, 2025 and December 28, 2024 because their effect was antidilutive.
Accumulated Other Comprehensive Loss
The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented:
−Removed: Three Months Ended Nine Months Ended
−Removed: (in thousands of dollars) Defined Benefit Pension Plan Total AOCL Defined Benefit Pension Plan Total AOCL
−Removed: June 28, 2025
+Added: Three Months Ended
+Added: (in thousands of dollars) Defined Benefit Pension Plan Total AOCL
+Added: December 27, 2025
Beginning Balance $ ( 28,247 ) $ ( 28,247 )
2 unchanged sentences
Income taxes ( 28 ) ( 28 )
−Removed: Ending Balance June 28, 2025 $ ( 26,258 ) $ ( 26,258 ) $ ( 26,258 ) $ ( 26,258 )
−Removed: June 29, 2024
+Added: Ending Balance December 27, 2025 $ ( 28,157 ) $ ( 28,157 )
+Added: December 28, 2024
Beginning Balance $ ( 26,416 ) $ ( 26,416 )
2 unchanged sentences
Income taxes ( 17 ) ( 17 )
−Removed: Ending Balance June 29, 2024 $ ( 31,491 ) $ ( 31,491 ) $ ( 31,491 ) $ ( 31,491 )
−Removed: Stockholder Transaction Costs
−Removed: On December 14, 2023, the Company entered into an underwriting agreement with BofA Securities, Inc.
−Removed: 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”).
−Removed: 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”).
−Removed: 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.
−Removed: 333-261858) that was initially filed with the SEC on December 23, 2021.
−Removed: The December Offering closed on December 19, 2023 and the February Offering closed on February 21, 2024.
−Removed: 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 $ 3.2 million for the nine months ended June 29, 2024.
−Removed: The $ 3.2 million of expense is included within other (expense) income, net on the Condensed Consolidated Statements of Operations for the nine months ended June 29, 2024.
−Removed: No such expense was incurred in the nine months ended June 28, 2025.
+Added: Ending Balance December 28, 2024 $ ( 26,363 ) $ ( 26,363 )
Equity Investment in Affiliates
3 unchanged sentences
The Company holds a 50 % equity interest in Micro Bird Holdings, Inc.
−Removed: ("Micro Bird"), our unconsolidated Canadian joint venture that produces Blue Bird Micro Bird by Girardin Type A buses in Drummondville, Quebec.
−Removed: In recognizing the Company’s 50 % portion of Micro Bird's net income or loss, the Company recorded equity in net (loss) income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations totaling approximately zero and $ 2.8 million for
−Removed: the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 4.1 million and $ 6.7 million for the nine months ended June 28, 2025 and June 29, 2024, respectively.
−Removed: 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.
−Removed: 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.
−Removed: No dividends were paid in the nine months ended June 28, 2025.
−Removed: At June 28, 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.
+Added: ("Micro Bird"), our unconsolidated Canadian joint venture that produces Blue Bird Micro Bird by Girardin Type A school buses in Drummondville, Quebec.
+Added: Additionally, since September 2025, Micro Bird has been producing small and mid-sized commercial buses and a small number of Type A school buses at a newly opened facility in Plattsburgh, New York.
+Added: 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 approximately $ 2.2 million and $ 2.1 million for the three months ended December 27, 2025 and December 28, 2024, respectively.
+Added: Micro Bird paid no dividends in either period.
+Added: At December 27, 2025 and September 27, 2025, the carrying value of the Company's investment in Micro Bird included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 37.4 million and $ 35.2 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.
−Removed: During the three and nine months ended June 28, 2025, the Company made $ 0.4 million and $ 0.9 million of cash contributions to CBS, respectively, and during the nine months ended June 29, 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.
−Removed: In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded $( 0.4 ) million and $( 1.1 ) million in equity in net (loss) income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three and nine months ended June 28, 2025, respectively, while no amount was recorded in the nine months ended June 29, 2024.
+Added: In the fourth quarter of fiscal 2025, the Company performed an impairment assessment of its equity investment in CBS.
+Added: Based upon the historical losses generated by CBS since inception, when coupled with CBS' projections of continued losses in future periods, management determined that the Company would not recover the carrying amount of its investment in the near term.
+Added: Accordingly, a conclusion was reached that an impairment that was other-than-temporary in nature existed.
+Added: During the fourth quarter of fiscal 2025, the Company recorded a non-cash impairment charge of $ 7.4 million that reduced the carrying value of the Company's investment in CBS to $ 0 at September 27, 2025.
+Added: Through the course of its operations, CBS was unable to generate business on a timeline that was likely to generate profitable returns for the entity within the expectations of the Company and the other joint venture partner, Generate Capital, PBC (“Generate Capital”).
+Added: In October 2025, the CBS Board of Managers met and voted to recommend to the joint venture partners to terminate the business, wind down operations, and dissolve the legal entity.
+Added: On October 22, 2025, the Company's Board of Directors approved the termination of CBS and the joint venture agreement governing its operations.
+Added: Upon obtaining similar approval from Generate Capital, the CBS Board of Managers authorized winding down and dissolution of the business on October 24, 2025, which was largely completed by the end of 2025.
+Added: During the three months ended December 27, 2025 and December 28, 2024, the Company made $ 0.2 million and $ 0.5 million of cash contributions to CBS, respectively, both of which increased the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets.
+Added: The cash contributions during the three months ended December 27, 2025 were made to allow CBS to pay its obligations in connection with winding down its operations, terminating its business and dissolving the entity.
+Added: In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded $( 0.2 ) million and $( 0.3 ) million (both losses) in equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three months ended December 27, 2025 and December 28, 2024, respectively.
CBS paid no dividends in any period.
−Removed: At June 28, 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 $ 7.4 million and $ 7.7 million, respectively.
+Added: At both December 27, 2025 and September 27, 2025, the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $0.
Stockholders’ Equity
1 unchanged sentence
On January 31, 2024, the Board of Directors of the Company authorized and approved a share repurchase program for up to $ 60 million of outstanding shares of the Company’s common stock over a period of 24 months, expiring January 31, 2026.
−Removed: 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.
−Removed: During the three and nine months ended June 28, 2025, the Company repurchased 245,249 and 1,048,051 shares of its common stock, respectively, for $ 8.9 million and $ 39.0 million, respectively, pursuant to the share repurchase plan.
−Removed: The Company constructively retired these shares immediately after repurchase, with the $ 8.9 million and $ 39.0 million amount paid in excess of the $ 0.0001 par value of each share recorded as a reduction in retained earnings.
−Removed: No such repurchases were made during the nine months ended June 29, 2024.
−Removed: The total remaining authorization for future common stock repurchases under the Company's share repurchase program was $ 11.1 million as of June 28, 2025.
−Removed: Subsequent Events
−Removed: On July 4, 2025, Public Law No.
−Removed: 119-21, the One Big Beautiful Bill Act ("Act"), was signed into law.
−Removed: The Act includes comprehensive legislation addressing budget and spending matters that is intended, among others, to reduce taxes;
−Removed: reduce or increase spending, as applicable, for certain federal programs;
−Removed: increase the statutory debt limit and otherwise address certain agencies and programs throughout the federal government.
−Removed: The Act permanently extends, with modifications, certain tax provisions that were enacted as part of the Tax Cut and Jobs Act ("TCJA") that became effective on January 1, 2018, but that were set to change or expire at the end of 2025.
−Removed: The Act also features certain modified and new tax relief measures for businesses.
−Removed: Additionally, it includes various revenue-raising measures, including
−Removed: changes to certain Inflation Reduction Act ("IRA") clean energy tax credits and various limits on business tax deductions, that are intended to offset part of the cost of the new legislation.
−Removed: The provisions of Accounting Standards Codification Topic 740, Income Taxes ("ASC 740"), require that the effects of changes in tax laws and rates be recognized in the period in which the new legislation is enacted, which represents the date that it is signed into law.
−Removed: Since the enactment date of the Act occurred subsequent to the June 28, 2025 Condensed Consolidated Balance Sheet date, the Company is required to recognize the impact of the Act on its accounting for income taxes in its fourth quarter of fiscal 2025.
−Removed: Given the recent enactment date, when coupled with the comprehensive nature of the Act and the fact that the Treasury Department will be developing additional interpretive guidance to consider and apply to comply with certain provisions included within the Act, the Company is evaluating the potential impact on its accounting for income taxes.
−Removed: Accordingly, the Company is currently unable to provide an estimate of the potential impact of the Act on its fiscal 2025 consolidated financial statements.
+Added: On August 5, 2025, the Board of Directors of the Company authorized and approved a second share repurchase program for up to $ 100 million of outstanding shares of the Company’s common stock, expiring January 1, 2028.
+Added: Under both share repurchase programs, 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.
+Added: Pursuant to the share repurchase plans, the Company repurchased 290,748 shares of its common stock for $ 15.0 million during the three months ended December 27, 2025.
+Added: During the same period in fiscal 2025, the Company repurchased 243,450 shares of its common stock for $ 10.0 million.
+Added: The Company constructively retired these shares immediately after repurchase, with the $ 15.0 million and $ 10.0 million amounts paid in excess of the $ 0.0001 par value of each share during the three months ended December 27, 2025 and December 28, 2024, respectively, recorded as a reduction in retained earnings.
+Added: The shares repurchased during the three months ended December 27, 2025 resulted in the Company utilizing all $ 60 million that was authorized under the initial share repurchase program prior to its expiration date.
+Added: The total remaining authorization for future common stock repurchases under the Company's $ 100 million share repurchase program was $ 95.6 million as of December 27, 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.