Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 04, 2017 | Apr. 01, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Blue Bird Corp | ||
Entity Central Index Key | 1,589,526 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Filer Category | Smaller Reporting Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 23,964,312 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 172.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Current assets | ||
Cash and cash equivalents | $ 62,616 | $ 52,309 |
Accounts receivable, net | 10,148 | 20,315 |
Inventories | 76,155 | 53,806 |
Other current assets | 11,528 | 6,104 |
Total current assets | 160,447 | 132,534 |
Property, plant and equipment, net | 34,708 | 33,466 |
Goodwill | 18,825 | 18,825 |
Intangible assets, net | 57,481 | 59,491 |
Equity investment in affiliate | 11,625 | 12,944 |
Deferred tax asset | 11,755 | 19,080 |
Other assets | 975 | 1,526 |
Total assets | 295,816 | 277,866 |
Current liabilities | ||
Accounts payable | 87,331 | 80,646 |
Warranty | 8,573 | 7,972 |
Accrued expenses | 18,229 | 20,455 |
Deferred warranty income | 6,776 | 5,666 |
Other current liabilities | 9,847 | 4,032 |
Current portion of senior term debt | 8,000 | 11,750 |
Total current liabilities | 138,756 | 130,521 |
Long-term liabilities | ||
Long-term debt | 143,224 | 140,366 |
Warranty | 12,337 | 11,472 |
Deferred warranty income | 12,519 | 10,521 |
Other liabilities | 15,064 | 15,592 |
Pension | 32,426 | 56,368 |
Total long-term liabilities | 215,570 | 234,319 |
Guarantees, commitments and contingencies (Note 11) | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 400,000 issued with liquidation preference of $40,000 at September 30, 2017 and 500,000 issued with liquidation preference of $50,000 at October 1, 2016 | 40,000 | 50,000 |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 23,739,344 and 22,518,058 issued and outstanding at September 30, 2017 and October 1, 2016, respectively. | 2 | 2 |
Additional paid-in capital | 45,418 | 50,771 |
Accumulated deficit | (100,055) | (128,856) |
Accumulated other comprehensive loss | (43,875) | (58,891) |
Total stockholders' deficit | (58,510) | (86,974) |
Total liabilities and stockholders' deficit | $ 295,816 | $ 277,866 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Oct. 01, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 400,000 | 500,000 |
Preferred Stock, Liquidation Preference, Value | $ 40,000,000 | $ 50,000,000 |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 23,739,344 | 22,518,058 |
Common Stock, Shares Outstanding | 23,739,344 | 22,518,058 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 990,602 | $ 932,010 | $ 919,128 |
Cost of goods sold | 863,234 | 802,654 | 798,733 |
Gross profit | 127,368 | 129,356 | 120,395 |
Operating expenses | |||
Selling, general and administrative expenses | 72,831 | 102,711 | 84,561 |
Operating profit | 54,537 | 26,645 | 35,834 |
Interest expense | (7,251) | (16,412) | (19,078) |
Interest income | 140 | 133 | 113 |
Other income (expense), net | 1 | (26) | 0 |
Loss on debt extinguishment | (10,142) | 0 | 0 |
Income before income taxes | 37,285 | 10,340 | 16,869 |
Income tax expense | (11,832) | (5,989) | (4,442) |
Equity in net income of non-consolidated affiliate | 3,307 | 2,877 | 2,634 |
Net income from continuing operations | 28,760 | 7,228 | 15,061 |
Income (loss) from discontinued operations, net of tax | 41 | (328) | (129) |
Net income | 28,801 | 6,900 | 14,932 |
Less: preferred stock dividends | 4,261 | 3,878 | 2,438 |
Less: preferred stock repurchase | 6,091 | 0 | 0 |
Net income available to common stockholders | $ 18,449 | $ 3,022 | $ 12,494 |
Earnings per share: | |||
Basic weighted average shares outstanding | 23,343,772 | 21,252,616 | 21,182,885 |
Diluted weighted average shares outstanding | 24,877,729 | 21,315,619 | 25,497,602 |
Basic earnings per share, continuing operations (in dollars per share) | $ 0.79 | $ 0.16 | $ 0.60 |
Basic earnings per share, discontinued operations (in dollars per share) | 0 | (0.02) | (0.01) |
Basic earnings per share (in dollars per share) | 0.79 | 0.14 | 0.59 |
Diluted earnings per share, continuing operations (in dollars per share) | 0.74 | 0.16 | 0.59 |
Diluted earnings per share, discontinued operations (in dollars per share) | 0 | (0.02) | 0 |
Diluted earnings per share (in dollars per share) | $ 0.74 | $ 0.14 | $ 0.59 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 28,801 | $ 6,900 | $ 14,932 |
Net change in defined benefit pension plan | 15,003 | (7,104) | (5,206) |
Net unrealized gain (loss) on cash flow hedges | 13 | (13) | 0 |
Total other comprehensive income (loss), net of tax | 15,016 | (7,117) | (5,206) |
Comprehensive income (loss) | $ 43,817 | $ (217) | $ 9,726 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Cash flows from operating activities | |||
Net income | $ 28,801 | $ 6,900 | $ 14,932 |
(Income) loss from discontinued operations, net of tax | (41) | 328 | 129 |
Adjustments to reconcile net income to net cash provided by continuing operations: | |||
Depreciation and amortization | 8,180 | 8,046 | 8,790 |
Amortization of debt costs | 1,107 | 3,007 | 3,010 |
Share-based compensation | 1,270 | 12,717 | 1,635 |
Equity in net income of affiliate | (3,307) | (2,877) | (2,634) |
(Gain) loss on disposal of fixed assets | (33) | 72 | 510 |
Deferred taxes | (1,202) | 8,957 | (8,626) |
Provision for bad debt | 0 | (5) | 34 |
Amortization of deferred actuarial pension losses | 6,291 | 4,787 | 3,567 |
Loss on debt extinguishment | (10,142) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 10,167 | (6,564) | 7,435 |
Inventories | (22,349) | (4,626) | 22,120 |
Other assets | (5,469) | (2,457) | (137) |
Accounts payable | 8,404 | (830) | (12,905) |
Accrued expenses, pension and other liabilities | 1,288 | (4,474) | (14,365) |
Dividend from equity investment in affiliate | 4,626 | 2,316 | 0 |
Total adjustments | 19,115 | 18,069 | 8,434 |
Net cash provided by continuing operations | 47,875 | 25,297 | 23,495 |
Net cash used in discontinued operations | (234) | (192) | (129) |
Total cash provided by operating activities | 47,641 | 25,105 | 23,366 |
Cash flows from investing activities | |||
Cash paid for fixed assets and acquired intangible assets | (9,252) | (9,583) | (5,190) |
Proceeds from sale of fixed assets | 48 | 0 | 0 |
Total cash used in investing activities | (9,204) | (9,583) | (5,190) |
Cash flows from financing activities | |||
Borrowings under the senior term loan | 156,887 | 0 | 0 |
Repayments under the new term loan | (6,000) | 0 | 0 |
Repayments under the former senior term loan | (161,500) | (36,750) | (36,750) |
Cash paid for capital leases | (155) | (221) | (142) |
Cash paid for debt issuance costs | (299) | (1,117) | (3,110) |
Cash paid to extinguish debt | 507 | 0 | 0 |
Contributions from former majority stockholder | 0 | 16,971 | 13,550 |
Payment of dividends on preferred stock | (4,261) | (2,881) | 0 |
Cash paid for employee taxes on stock option exercises and vested restricted shares | (1,013) | (3,892) | 0 |
Proceeds from exercises of warrants | 23,045 | 11,816 | 0 |
Common stock, preferred stock, and warrant repurchases under the share repurchase program | (34,327) | 0 | 0 |
Total cash used in financing activities | (28,130) | (16,074) | (26,452) |
Change in cash and cash equivalents | 10,307 | (552) | (8,276) |
Cash and cash equivalents, beginning of year | 52,309 | 52,861 | 61,137 |
Cash and cash equivalents, end of year | 62,616 | 52,309 | 52,861 |
Supplemental disclosures of cash flow information | |||
Interest paid, net of interest received | 6,081 | 13,315 | 20,011 |
Income tax paid, net of tax refunds | 8,420 | 159 | 7,145 |
Non-cash Investing and Financing Activities: | |||
Capital expenditures funded by capital lease borrowings | 0 | 100 | 563 |
Change in accounts payable and other assets for capital additions to property, plant and equipment and intangible assets | (1,719) | 2,081 | 671 |
Common stock dividend on Series A preferred stock (market value of common shares) | 0 | 998 | 2,247 |
Cashless exercise of stock options | 4,216 | 2,312 | 0 |
Non-Cash Reverse Merger Activity: | |||
Issuance of Common Stock | 0 | 0 | 25,000 |
Issuance of Series A Preferred Stock | 0 | 0 | 50,000 |
Shares assumed by legal acquirer | 0 | 0 | 42,492 |
Repurchase of Common Stock from majority stockholder | $ 0 | $ 0 | $ 100,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid-In-Capital | Convertible Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance (in shares) at Sep. 27, 2014 | 22,000,000 | |||||
Beginning Balance at Sep. 27, 2014 | $ (148,795,000) | $ 2,000 | $ (46,568,000) | $ (102,229,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Stock (in shares) | 2,500,000 | 500,000 | ||||
Issuance of common stock | 25,000,000 | $ 300 | $ 25,000,000 | |||
Issuance of Series A preferred stock | 50,000,000 | $ 50,000,000 | ||||
Shares assumed by legal acquirer (in shares) | 4,980,294 | |||||
Shares assumed by legal acquirer | 42,493,000 | $ 500 | 42,492,000 | |||
Shares purchased from majority shareholder (in shares) | (10,000,000) | |||||
Shares purchased from former majority stockholder | (100,001,000) | $ (1,000) | (67,492,000) | (32,508,000) | ||
Settlement of legal acquirer transaction costs | (14,825,000) | (14,825,000) | ||||
Warrant exchange (in shares) | 1,212,500 | |||||
Warrant exchange | 0 | $ 100 | 715,000 | (715,000) | ||
Series A Preferred Stock dividend - Common Stock (in shares) | 182,088 | |||||
Share-based compensation expense | $ 1,622,000 | 1,622,000 | ||||
Exercise of stock options, cashless (in shares) | 0 | |||||
Contribution from former majority stockholder | $ 13,550,000 | 13,550,000 | ||||
Net income | 14,932,000 | 14,932,000 | ||||
Other comprehensive loss, net of tax | (5,206,000) | (5,206,000) | ||||
Ending Balance (in shares) at Oct. 03, 2015 | 20,874,882 | 500,000 | ||||
Ending Balance at Oct. 03, 2015 | (121,230,000) | $ 2,000 | 15,887,000 | $ 50,000,000 | (51,774,000) | (135,345,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Series A preferred stock dividends | (2,881,000) | (2,881,000) | ||||
Series A Preferred Stock dividend - Common Stock (in shares) | 95,934 | |||||
Share-based compensation expense | 12,623,000 | 12,623,000 | ||||
Business combination tax adjustment | (411,000) | (411,000) | ||||
Exercise of stock warrants (in shares) | 1,027,493 | |||||
Exercise of stock warrants | 11,816,000 | 11,816,000 | ||||
Restricted stock activity (in shares) | 455,465 | |||||
Restricted stock activity | (3,511,000) | (3,511,000) | ||||
Exercise of stock options, cashless (in shares) | 40,611 | |||||
Exercise of stock options, cashless | (381,000) | (381,000) | ||||
Contribution from former majority stockholder | 16,971,000 | 16,971,000 | ||||
Employee stock purchase plan activity (in shares) | 23,673 | |||||
Employee stock purchase plan activity | 247,000 | 247,000 | ||||
Net income | 6,900,000 | 6,900,000 | ||||
Other comprehensive loss, net of tax | (7,117,000) | (7,117,000) | ||||
Ending Balance (in shares) at Oct. 01, 2016 | 22,518,058 | 500,000 | ||||
Ending Balance at Oct. 01, 2016 | (86,974,000) | $ 2,000 | 50,771,000 | $ 50,000,000 | (58,891,000) | (128,856,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares purchased from majority shareholder (in shares) | (864,752) | (100,000) | ||||
Shares purchased from former majority stockholder | (34,282,000) | (24,282,000) | $ (10,000,000) | |||
Series A preferred stock dividends | (4,261,000) | (4,261,000) | ||||
Series A Preferred Stock dividend - Common Stock (in shares) | 0 | |||||
Share-based compensation expense | 1,158,000 | 1,158,000 | ||||
Exercise of stock warrants (in shares) | 2,003,914 | |||||
Exercise of stock warrants | $ 23,045,000 | 23,045,000 | ||||
Exercise of stock options, cashless (in shares) | 418,148 | 82,124 | ||||
Exercise of stock options, cashless | $ (1,013,000) | (1,013,000) | ||||
Net income | 28,801,000 | 28,801,000 | ||||
Other comprehensive loss, net of tax | 15,016,000 | 15,016,000 | ||||
Ending Balance (in shares) at Sep. 30, 2017 | 23,739,344 | 400,000 | ||||
Ending Balance at Sep. 30, 2017 | $ (58,510,000) | $ 2,000 | $ 45,418,000 | $ 40,000,000 | $ (43,875,000) | $ (100,055,000) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business On February 24, 2015, Hennessy Capital Acquisition Corp. ("HCAC"), a special purpose acquisition company (SPAC), consummated its business combination (the “Business Combination”), pursuant to which HCAC acquired all of the outstanding capital stock of School Bus Holdings, Inc. (“SBH”) from The Traxis Group B.V. (the “Seller”). SBH operates its business of designing and manufacturing school buses through subsidiaries and under the Blue Bird Corporation (“Blue Bird”) name. In the Business Combination, the total purchase price was paid in a combination of cash ( $100.0 million ) and in shares of HCAC’s Common Stock ( 12,000,000 shares valued at a total of $120.0 million ). In connection with the closing of the Business Combination, we changed our name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation. Upon consummation of the Business Combination, SBH became a wholly-owned subsidiary of Blue Bird Corporation and SBH’s direct and indirect subsidiaries became indirect subsidiaries of our parent corporation. We listed our Common Stock and Public Warrants on NASDAQ under the symbols “BLBD” and “BLBDW,” respectively, effective February 25, 2015. Our warrants began trading on the OTCQB on June 2, 2015 as the warrants do not currently meet the round lot requirement of NASDAQ. Blue Bird Body Company, a wholly-owned subsidiary of Blue Bird, was incorporated in 1958 and has manufactured, assembled and sold school buses to a variety of municipal, federal and commercial customers since 1927. The majority of Blue Bird’s sales are made to an independent distributor network, which in turn sells buses to ultimate end users. We are headquartered in Fort Valley, Georgia. References in these notes to financial statements to “Blue Bird”, the “Company,” “we,” “our,” or “us” refer to Blue Bird Corporation and its wholly-owned subsidiaries, unless the context specifically indicates otherwise. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and accounts have been eliminated in consolidation. The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years. In fiscal years 2017 and 2016 , there were a total of 52 weeks. In fiscal year 2015 , there was a total of 53 weeks. The Business Combination was accounted for as a reverse acquisition since immediately following completion of the transaction the sole stockholder of SBH immediately prior to the Business Combination maintained effective control of Blue Bird Corporation, the post-combination company. For accounting purposes, SBH is deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of SBH (i.e., a capital transaction involving the issuance of stock and payment of cash by HCAC for the stock of SBH). Accordingly, the consolidated assets, liabilities and results of operations of SBH are the historical financial statements of Blue Bird Corporation, and HCAC assets, liabilities and results of operations are consolidated with SBH beginning on the acquisition date. No step-up in basis of intangible assets or goodwill was recorded in this transaction. We have effected this treatment through opening stockholders' deficit by adjusting the number of our common shares outstanding. Other than transaction costs paid and a contribution from our majority stockholder for payment of management incentive compensation related to the transaction, the transaction was primarily non-cash and involved exchanges of consideration and equity between our majority stockholder and HCAC and its related entities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards Discontinued Operations In 2007 Blue Bird sold its entire coach business to an unrelated third party. Results of operations for this disposed business have been classified as discontinued operations since 2007. Net income (loss), net of tax, associated with these discontinued operations were $0.0 million , $(0.3) million , and $(0.1) million for the fiscal years ended 2017 , 2016 , and 2015 , respectively. Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions. At the date of the financial statements, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, and during the reporting period, these estimates and assumptions affect the reported amounts of revenues and expenses. For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory, allowance for doubtful accounts, potential impairment of long-lived assets, goodwill and intangibles, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events and their effects cannot be predicted with certainty, and, accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations. Actual results could differ from the estimates that the Company has used. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Allowance for Doubtful Accounts Accounts receivable consist of amounts owed to the Company by customers. The Company monitors collections and payments from customers, and generally does not require collateral. Accounts receivable are generally due within 30 to 90 days. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company reserves for an account when it is considered potentially uncollectible. The Company estimates its allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of its customers. To date, losses have been within the range of management’s expectations. The Company writes off accounts receivable if it determines that the account is uncollectible. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, ownership has transferred to the customer, the selling price is fixed or determinable, and collectability is reasonably assured. Generally, the Company recognizes revenue, net of sales concessions, when the product is delivered or when the product has been completed, is ready for delivery, has been paid for, its title has transferred and is awaiting pickup by the customer, which generally occurs within 30 days of completion. Provisions for discounts are recorded in the same period as the related revenues. The Company sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period and costs thereunder are expensed as incurred. The Company classifies shipping and handling revenues and costs billed to a customer as net sales on the Consolidated Statements of Operations and the related costs incurred by the Company are included in cost of goods sold on the Consolidated Statements of Operations. See Note 3 , Supplemental Financial Information , for further information on warranties and shipping and handling costs. Self-Insurance The Company is self-insured for the majority of its workers’ compensation and medical claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims, using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. See Note 3 , Supplemental Financial Information , and Note 16 , Benefit Plans , for further information. Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, accounts payable, revolving credit facilities and long-term debt. The carrying amounts of cash and cash equivalents, trade receivables and accounts payable approximate their fair values because of the short-term maturity and highly liquid nature of these instruments. The carrying value of the Company’s senior term loan approximates fair value due to the variable interest rate. See Note 9 , Debt , for further discussion. Inventories The Company values inventories at the lower of cost or market value. The Company uses a standard costing methodology, which approximates cost on a first-in, first-out (“FIFO”) basis. The Company reviews the standard costs of raw materials, work-in-process and finished goods inventory on a periodic basis to ensure that its inventories approximate current actual costs. Manufacturing cost includes raw materials, direct labor and manufacturing overhead. The Company establishes a new cost basis for obsolete inventory based on historical usage and assumptions about future demand. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis using the following periods, which represent the estimated useful lives of the assets: Years Buildings 15 - 33 Machinery and equipment 5 - 10 Office furniture, equipment and other 3 - 10 Computer equipment and software 3 - 7 Costs, including capitalized interest and certain design, construction and installation costs related to assets that are under construction and are in the process of being readied for their intended use, are recorded as construction in progress and are not depreciated until such time as the subject asset is placed in service. Repairs and maintenance that do not extend the useful life of the asset are expensed as incurred. Upon sale, retirement, or other disposition of these assets, the costs and related accumulated depreciation are removed from the respective accounts and any gain or loss on the disposition is included in our Consolidated Statements of Operations. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If we are required to analyze recoverability based on a triggering event, undiscounted future cash flows over the estimated remaining life of the asset, or asset group, are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows. No impairment charge was recognized in any of the periods presented. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the assets acquired less liabilities assumed in connection with such acquisition. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not amortized, but instead are tested for impairment at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy or disposition of a reporting unit or a portion thereof. We have two reporting units for which we test goodwill for impairment: Bus and Aftermarket Parts ("Aftermarket Parts" or "Parts"). In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If, under the quantitative assessment, the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, we would record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise. Fair value of the reporting units is estimated primarily using the income approach, which incorporates the use of discounted cash flow (DCF) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate and working capital changes. The cash flow forecasts are based on approved strategic operating plans and long-term forecasts. In the evaluation of indefinite lived assets for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary, or to perform a quantitative assessment by comparing the fair value of an asset to its carrying amount. The Company’s intangible asset with an indefinite useful life is the "Blue Bird" trade name. Under the qualitative assessment, an entity is not required to calculate the fair value of the asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If a qualitative assessment is not performed or if a quantitative assessment is otherwise required, then the entity compares the fair value of an asset to its carrying amount and the amount of the impairment loss, if any, is the difference between fair value and carrying value. The fair value of our trade name is derived by using the relief from royalty method, which discounts the estimated cash savings we realized by owning the name instead of otherwise having to license or lease it. Our intangible assets with a definite useful life are amortized over their estimated useful lives, 7 or 20 years, using the straight-line method. The useful lives of our intangible assets are reassessed annually and they are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Debt Issue Costs Amounts paid directly to lenders or as an original issue discount and amounts classified as issuance costs are recorded as a reduction in the carrying value of the debt, for which the Company had deferred financing costs totaling $2.8 million and $9.4 million at September 30, 2017 and October 1, 2016 , respectively, incurred in connection with its debt facilities and related amendments. Commitment fees and other costs directly associated with obtaining revolving credit facilities are deferred financing costs which are recorded in other assets on the Consolidated Balance Sheets, for which the Company recorded $0.0 million and $0.7 million at September 30, 2017 and October 1, 2016 , respectively. All deferred financing costs are amortized to interest expense. The effective interest method is used for debt discounts related to the term loan; issue costs related to the revolver are amortized using the straight-line method. The Company’s amortization of these costs was $1.1 million , $3.0 million and $3.0 million for the fiscal years ended 2017 , 2016 and 2015 , respectively, and are reflected in the Consolidated Statements of Operations as a component of interest expense. See Note 9 , Debt , for a discussion of the Company’s indebtedness. Derivative Instruments In limited circumstances, we utilize derivative instruments to manage certain exposures to changes in foreign currency exchange rates. The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these derivative instruments are recognized in our operating results or included in other comprehensive income (loss), depending on whether the derivative instrument is a fair value or cash flow hedge and whether it qualifies for hedge accounting treatment. If realized, gains and losses on derivative instruments are recognized in the Consolidated Statements of Comprehensive Income (Loss) in the line item that reflects the underlying exposure that was hedged. The exchange of cash, if any, associated with derivative transactions is classified in the Consolidated Statements of Cash Flows in the same category as the cash flows from the items subject to the economic hedging relationships. See Note 18 , Foreign Exchange Contracts , for further information. Pensions The Company accounts for its pension benefit obligations using actuarial models. The measurement of plan obligations and assets was made at September 30, 2017 . Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits is earned or calculated beyond this date. Accordingly, our obligation estimate is based on benefits earned at that time discounted using an estimate of the single equivalent discount rate determined by matching the plan’s future expected cash flows to spot rates from a yield curve comprised of high quality corporate bond rates of various durations. The Company recognizes the funded status of its pension plan obligations in its Consolidated Balance Sheet and records in other comprehensive income (loss) certain gains and losses that arise during the period, but are deferred under pension accounting rules. Product Warranty Costs The Company’s products are generally warranted against defects in material and workmanship for a period of one to five years. A provision for estimated warranty costs is recorded in the year the unit is sold. The methodology to determine the warranty reserve calculates average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type. Management believes the methodology provides for accuracy in addressing reserve requirements. Management believes the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring future adjustments. The Company also sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period, which approximates the manner in which earned, and costs thereunder are expensed as incurred. All warranty expenses are recorded in the cost of goods sold line on the Consolidated Statements of Operations. The current methodology to determine short-term extended warranty income reserve is based on twelve months of the remaining warranty value for each effective extended warranty at the balance sheet date. See Note 3 , Supplemental Financial Information , for further information. Research and Development Research and development costs are expensed as incurred and included in selling, general and administrative expenses in our Consolidated Statements of Operations. For the fiscal years ended 2017 , 2016 and 2015 , the Company expensed $7.0 million , $5.4 million and $5.2 million , respectively, in the Consolidated Statements of Operations, related to research and development. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. The Company evaluates its ability, based on the weight of evidence available, to realize future tax benefits from deferred tax assets and establishes a valuation allowance to reduce a deferred tax asset to a level which, more likely than not, will be realized in future years. The Company recognizes uncertain tax positions based on a cumulative probability assessment if it is more likely than not that the tax position will be sustained upon examination by an appropriate tax authority with full knowledge of all information. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Amounts recorded for uncertain tax positions are periodically assessed, including the evaluation of new facts and circumstances, to ensure sustainability of the positions. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. Environmental Liabilities The Company records reserves for environmental liabilities on a discounted basis when environmental investigation and remediation obligations are probable and related costs are reasonably estimable. See Note 11 , Guarantees, Commitments and Contingencies , for further information. Segment Reporting Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. The Company’s CODM is the Company’s President and Chief Executive Officer. As discussed further in Note 12 , Segment Information , the Company determined its operating and reportable segments to be Bus and Aftermarket Parts. The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. Recently Adopted Accounting Standards ASU 2015-17 — In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities to be classified as non-current on the balance sheet. The standard is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company elected to early adopt this standard on a retrospective basis in the first quarter of fiscal 2017, and reclassified $7.6 million of current deferred tax assets to long-term deferred tax assets, resulting in a total of $19.1 million of long-term deferred tax assets at October 1, 2016 , compared to the prior presentation of $11.5 million . All future deferred tax assets and liabilities will be recorded as long-term. Recently Issued Accounting Standards ASU 2017-04 — In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes step two from the goodwill impairment test (comparison of implied fair value of goodwill with the carrying amount of that goodwill for a reporting unit). Instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The ASU will be effective for the Company in the first quarter of fiscal 2021. Any future impact of the adoption of this pronouncement will depend on an impairment, if any, of our goodwill. ASU 2016-12 and 2016-10 — In May 2016, the FASB issued ASU No. 2016-12 , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , and in April 2016 issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , both of which provide further clarification to be considered when implementing ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The ASUs are effective concurrently with ASU 2014-09, which is effective for the Company in fiscal 2019. We are finalizing our evaluation of the impact this guidance will have on our financial statements and related disclosures. ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize assets on the balance sheet for the rights and obligations created by all leases with terms greater than 12 months. The standard will also require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. This standard will not be effective for us until fiscal 2020. We are currently evaluating the impact the standard will have on our consolidated financial statements, but do not expect the impact to be significant to the users of our financial statements. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information [Abstract] | |
Supplemental Financial Information | 3. Supplemental Financial Information Accounts Receivable Accounts receivable consist of amounts owed to the Company by customers. The Company monitors collections and payments from customers, and generally does not require collateral. Accounts receivable are generally due within 30 to 90 days. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company reserves for an account when it is considered potentially uncollectible. The Company estimates its allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of its customers. To date, losses have been within the range of management’s expectations. The Company writes off accounts receivable once it is determined that the account is uncollectible. Accounts receivable, net, consisted of the following at the dates indicated: ( in thousands of dollars ) September 30, 2017 October 1, 2016 Accounts receivable $ 10,248 $ 20,415 Allowance for doubtful accounts (100 ) (100 ) Accounts receivable, net $ 10,148 $ 20,315 Product Warranties The Company's products are generally warranted against defects in material and workmanship for a period of one to five years. A provision for estimated warranty costs is recorded in the year the unit is sold. The methodology to determine the warranty reserve calculates the average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type. Management believes the methodology provides for accuracy in addressing reserve requirements. Actual claims incurred could differ from calculated estimates, requiring future adjustments. The following table reflects activity in accrued warranty cost (current and long-term portion combined) for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Balance at beginning of period $ 19,444 $ 17,661 $ 15,559 Add: current period accruals 11,075 10,452 10,425 Less: current period reductions of accrual (9,609 ) (8,669 ) (8,323 ) Balance at end of period $ 20,910 $ 19,444 $ 17,661 The Company also sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period, and costs thereunder are expensed as incurred. All warranty expenses are recorded in the cost of goods sold line in the Consolidated Statements of Operations. The current methodology to determine short-term extended warranty income reserve is based on twelve months of the remaining warranty value for each effective extended warranty at the balance sheet date. 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 fiscal years presented: (in thousands of dollars) 2017 2016 2015 Balance at beginning of period $ 16,187 $ 14,145 $ 12,003 Add: current period deferred income 9,146 7,186 6,556 Less: current period recognition of income (6,038 ) (5,144 ) (4,414 ) Balance at end of period $ 19,295 $ 16,187 $ 14,145 Self-Insurance The following table reflects the total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Current portion $ 3,194 $ 3,679 Long-term portion 2,251 2,786 Total accrued self-insurance $ 5,445 $ 6,465 The current and long-term portions of the accrued self-insurance liability are included in accrued expenses and other liabilities, respectively, on the accompanying Consolidated Balance Sheets. Shipping and Handling Shipping and handling revenues represent costs billed to customers and are presented as part of net sales on the accompanying Consolidated Statements of Operations. Shipping and handling costs incurred are included in cost of goods sold. Shipping and handling revenues recognized were $19.1 million , $17.6 million and $16.9 million for the fiscal years ended 2017 , 2016 and 2015 , respectively. The related cost of goods sold were $17.0 million , $15.4 million and $14.4 million for the fiscal years ended 2017 , 2016 and 2015 , respectively. |
Business Combination
Business Combination | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination | 4. Business Combination, Subsequent Change in Control and Stock Repurchase Background and Summary The Company was originally formed in September 2013 as a special purpose acquisition company, or SPAC, under the name Hennessy Capital Acquisition Corp. (“HCAC” or “Hennessy Capital”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving HCAC and one or more businesses. As a SPAC, HCAC was a shell (blank check) company that had no operations and whose purpose was to go public with the intention of merging with or acquiring a company with the proceeds of the SPAC’s initial public offering (IPO). Until the consummation of the Business Combination, HCAC’s securities were traded on The NASDAQ Stock Market (“NASDAQ”) under the ticker symbols “HCAC,” “HCACU” and “HCACW”. On September 21, 2014, Hennessy Capital Partners I LLC (the “HCAC Sponsor”) signed a purchase agreement (the “Purchase Agreement”) with The Traxis Group B.V, (the "Seller") to acquire all of the outstanding stock of SBH. The material terms and conditions of the Purchase Agreement were described in Hennessy Capital’s definitive proxy statement filed with the SEC on January 20, 2015, which was supplemented in additional proxy statement materials filed with the SEC on February 10, 2015. On February 24, 2015, HCAC consummated its Business Combination, pursuant to which HCAC acquired all of the outstanding capital stock of SBH from the Seller. SBH operates its business of designing and manufacturing school buses through subsidiaries and under the “Blue Bird” name. In the Business Combination, the total purchase price was paid in a combination of cash ( $100 million ) and in shares of HCAC’s Common Stock ( 12,000,000 shares valued at a total of $120 million ). In connection with the closing of the Business Combination, we changed our name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation. Preferred Stock Subscription Agreement In connection with its execution of the Purchase Agreement, Hennessy Capital entered into a preferred stock subscription agreement with The Osterweis Strategic Income Fund and The Osterweis Strategic Investment Fund (collectively, the “PIPE Investment Investor”). In the preferred stock subscription agreement, the PIPE Investment Investor agreed to purchase from Hennessy Capital, concurrent with the consummation of the closing of the Business Combination, 400,000 shares of Series A Convertible Preferred Stock for gross proceeds of approximately $40 million , subject to a possible increase to up to 500,000 shares or approximately $50 million (the “PIPE Investment”). On February 18, 2015, Hennessy Capital entered into a subscription agreement with four funds managed by Coliseum Capital Management, LLC (the “Common/Preferred Investor”) pursuant to which the Common/Preferred Investor agreed to purchase $25 million worth of shares of Hennessy Capital common stock, through (i) open market or privately negotiated transactions with third parties, at a purchase price of up to $10.00 per share, (ii) a private placement with consummation to occur concurrently with that of the Business Combination at a purchase price of $10.00 per share or (iii) a combination thereof, and further agreed to purchase 100,000 shares of Series A Convertible Preferred Stock pursuant to a private placement for gross proceeds of approximately $10.0 million to occur concurrently with that of the Business Combination (the “Subsequent PIPE Investment”). Business Combination Approval and Consummation On February 23, 2015, the Business Combination was approved by Hennessy Capital’s stockholders. On February 24, 2015, the parties consummated the Business Combination. The total purchase price was paid in a combination of cash ( $100 million ) and in shares of the registrant’s common stock ( 12,000,000 shares valued at a total of $120 million ). In connection with the closing of the Business Combination, the Company redeemed a total of 7,494,700 shares of its common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation, resulting in a total cash payment from Hennessy Capital’s trust account to redeeming stockholders of $75 million . On February 24, 2015, at the closing of the Business Combination, the PIPE Investment Investor purchased 400,000 shares of the Company’s Series A Convertible Preferred Stock from the Company for aggregate gross proceeds of approximately $40 million and the Common/Preferred Investor purchased 100,000 shares of the Company’s Series A Convertible Preferred Stock from the Company for aggregate gross proceeds of approximately $10 million . In addition, at the closing, the Common/Preferred Investor purchased 2,500,000 shares of the Company’s common stock from the Company for aggregate gross proceeds of $25 million . Registration Rights Agreement On February 24, 2015, the Company entered into a registration rights agreement with the Seller and other investors including the PIPE Investment Investor and Common/Preferred Investor (the “Registration Rights Agreement”). The parties were granted registration rights that obligate the Company to register for resale, among other shares, all or any portion of the shares of the Company’s capital stock that were issued by the Company in connection with the Business Combination and the PIPE Investment and the Subsequent PIPE Investment (including the shares of common stock underlying the Series A Preferred Stock issued pursuant to the PIPE Investment and the Subsequent PIPE Investment). On April 27, 2015, a registration statement on Form S-3 filed by the Company in connection with, among other things, its obligations under the Registration Rights Agreement, was declared effective by the SEC. Under the Registration Rights Agreement, the parties also hold “piggyback” registration rights exercisable at any time that allow them to include the shares of Company common stock that they own in any public offering of equity securities initiated by us (other than those public offerings pursuant to registration statements on forms that do not permit registration for resale by them). The “piggyback” registration rights are subject to proportional cutbacks based on the manner of such offering and the identity of the party initiating such offering. The Company will pay all expenses incidental to its performance under the Registration Rights Agreement, as well as the underwriting discounts and commissions payable by the parties to that agreement in connection with the sale of their shares under the Registration Rights Agreement. Change in Control Pursuant to, and subject to the terms of, a Purchase and Sale Agreement, dated as of May 26, 2016 (the “Purchase and Sale Agreement”), by and among The Traxis Group B.V. ("Traxis"), ASP BB Holdings LLC, a Delaware limited liability company (“ASP”), and the Company, Traxis agreed to sell and ASP agreed to purchase all of the 12,000,000 shares of Common Stock of the Company owned by Traxis (the “Transaction Shares”). Subject to the terms and conditions set forth in the Purchase and Sale Agreement, ASP acquired 7,000,000 Transaction Shares at an initial closing on June 3, 2016 for an amount in cash equal to $10.10 per share, and 5,000,000 Transaction Shares at a second closing on June 8, 2016 for an amount in cash equal to $11.00 per share, for an aggregate purchase price of $125.7 million . Rights held by Traxis under the Registration Rights Agreement were transferred to ASP in conjunction with the Purchase and Sale Agreement. The Company was not a part of the transaction and there were no proceeds to the Company, resulting in no required accounting treatment; however, the sale of Transaction Shares did trigger a phantom equity compensation payment as further discussed in Note 15 , Share-Based Compensation . The payment was primarily funded by Traxis and not by the Company. Repurchase of Common/Preferred Investor Stock On September 23, 2017, the Company entered into a Securities Purchase Agreement with the Common/Preferred Investor, pursuant to which the Common/Preferred Investor agreed to sell and the Company agreed to purchase all of (i) the shares of common stock, par value $0.0001 (the “Common Stock”) of the Company, (ii) the shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share, and (iii) the warrants to acquire Common Stock, in each case, owned by the Common/Preferred Investor (the “Transaction Securities”). The Company purchased the Transaction Securities for an aggregate purchase price of $32.1 million , reflecting a price per share of Common Stock of $18.65 . |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory The Company values inventory at the lower of cost or market value. The Company uses a standard costing methodology, which approximates cost on a first-in, first-out basis. The Company reviews the standard costs of raw materials, work-in-process and finished goods inventory on a periodic basis to ensure that its inventory values approximate current actual costs. Manufacturing cost includes raw materials, direct labor and manufacturing overhead. The following table presents the components of inventory at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Raw materials $ 54,379 $ 40,940 Work in process 14,660 10,011 Finished goods 7,116 2,855 Total inventory $ 76,155 $ 53,806 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment consisted of the following at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Land $ 1,187 $ 1,187 Buildings 18,420 14,596 Machinery and equipment 63,988 60,839 Office furniture, equipment and other 1,389 1,389 Computer equipment and software 16,765 14,591 Construction in process 2,544 4,653 Property, plant and equipment, gross 104,293 97,255 Accumulated depreciation and amortization (69,585 ) (63,789 ) Property, plant and equipment, net $ 34,708 $ 33,466 Depreciation and amortization expense for property, plant and equipment was $6.2 million , $6.1 million , and $6.9 million for the fiscal years ended 2017 , 2016 , and 2015 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill The carrying amounts of goodwill by reporting unit are as follows at the dates indicated: (in thousands of dollars) Gross Goodwill Accumulated Impairments Net Goodwill September 30, 2017 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 October 1, 2016 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 During the fourth quarters of the fiscal years ended 2017 and 2016 , we performed our annual impairment assessment of goodwill which did not indicate that an impairment existed; therefore, no impairments of goodwill have been recorded. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 8. Other Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 30, 2017 October 1, 2016 (in thousands of dollars) Gross Accumulated Total Gross Accumulated Total Finite lived: Engineering designs $ 982 $ 141 $ 841 $ 982 $ — $ 982 Finite lived: Customer relationships 37,425 20,601 16,824 37,425 18,732 18,693 Total amortized intangible assets 38,407 20,742 17,665 38,407 18,732 19,675 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 78,223 $ 20,742 $ 57,481 $ 78,223 $ 18,732 $ 59,491 Management considers the "Blue Bird" trade name to have an indefinite useful life and, accordingly, it is not subject to amortization. Management reached this conclusion principally due to the longevity of the Blue Bird name and because management considers renewal upon reaching the legal limit of the trademarks related to the trade name as perfunctory. The Company expects to maintain usage of the trade name on existing products and introduce new products in the future that will also display the trade name. During the fourth quarters of the fiscal years ended 2017 and 2016 , we performed our annual impairment assessment of our trade name, which did not indicate that an impairment existed; therefore, no impairments of our indefinite lived intangibles have been recorded. Customer relationships are amortized on a straight-line basis over an estimated life of 20 years. Engineering designs were acquired and placed in service near the end of fiscal 2017 and will be amortized on a straight-line basis over an estimated life of 7 years. Total amortization expense for intangible assets was $2.0 million , $1.9 million , and $1.9 million for the fiscal years ended 2017 , 2016 , and 2015 , respectively. Amortization expense for finite lived intangible assets for the next five years is expected to be as follows: Fiscal Years Ending Amortization Expense 2018 $ 2,009 2019 2,009 2020 2,009 2021 2,009 2022 2,009 Thereafter 7,620 Total amortization expense $ 17,665 |
Debt
Debt | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt On December 12, 2016, Blue Bird Body Company, a wholly-owned subsidiary of the Company, executed a $235.0 million five -year credit agreement with Bank of Montreal, which acts as the administrative agent and an issuing bank, Fifth Third Bank, as co-syndication agent and an issuing bank, and Regions Bank, as Co-Syndication Agent, together with other lenders (the "Credit Agreement"). The credit facility provided for under the Credit Agreement consists of a term loan facility in an aggregate initial principal amount of $160.0 million (the “Term Loan Facility”) and a revolving credit facility with aggregate commitments of $75.0 million . The revolving credit facility includes a $15.0 million letter of credit sub-facility and a $5.0 million swingline sub-facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, each a “Credit Facility” and collectively, the “Credit Facilities”). The obligations under the Credit Agreement and the related loan documents (including without limitation, the borrowings under the Credit Facilities and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), are, in each case, secured by a lien on and security interest in substantially all of the assets of the Company and its subsidiaries including the Borrower, with certain exclusions as set forth in a Collateral Agreement entered into on the Closing Date. As a result of the Credit Agreement, we incurred $3.3 million of debt discount and issuance costs, which have been recorded as contra-debt and will be amortized over the life of the Credit Agreement using the effective interest method. Proceeds from the Term Loan Facility were used to fully extinguish our previous credit agreement with Societe Generale. In connection with the extinguishment, we recorded a $10.1 million loss, which was the difference in the reacquisition price of the extinguished debt and the net carrying value at extinguishment. The loss includes the write-off of unamortized deferred financing costs recorded as a reduction of the prior debt, unamortized issuance costs associated with the previous revolving credit facility recorded in other assets, as well as interest and legal fees incurred to extinguish the prior debt. The interest rate on the Term Loan Facility is (i) from the Closing Date until April 1, 2017, an election of either base rate plus 1 point or LIBOR plus 2 points and (ii) commencing with the fiscal quarter ending on April 1, 2017 and thereafter, dependent on the Total Net Leverage Ratio (as defined below) of the Company, an election of either base rate or LIBOR pursuant to the table below: Level Total Net Leverage Ratio ABR Loans Eurodollar Loans I Less than 2.00x 0.75% 1.75% II Greater than or equal to 2.00x and less than 2.50x 1.00% 2.00% III Greater than or equal to 2.50x and less than 3.00x 1.25% 2.25% IV Greater than or equal to 3.00x 1.50% 2.50% Debt consisted of the following at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 2021 term loan, net of deferred financing costs of $2,776 $ 151,224 $ — 2020 term loan, net of deferred financing costs of $9,384 — 152,116 Less: Current portion of long-term debt 8,000 11,750 Long-term debt, net of current portion $ 143,224 $ 140,366 Term loans are recognized on the Condensed Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement. Given the variable rates on the loans, 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. At September 30, 2017 and October 1, 2016 , $154.0 million and $161.5 million , respectively, were outstanding on the term loans. At September 30, 2017 and October 1, 2016 , the stated interest rates on the term loans were 2.8% and 6.5% , respectively. At September 30, 2017 and October 1, 2016 , the weighted-average annual effective interest rates for the term loans were 4.5% and 8.3% , respectively, which included amortization of the deferred financing costs. No borrowings were outstanding on the Revolving Credit Facility at September 30, 2017 ; however, since there were $7.7 million of Letters of Credit outstanding on September 30, 2017 , the Company would have been able to borrow $67.3 million on the revolving line of credit. Interest expense on all indebtedness for the fiscal years ended 2017 , 2016 and 2015 was $7.3 million , $16.4 million and $19.1 million , respectively. The schedules of remaining principal maturities for the term loan for the next five fiscal years are as follows: (in thousands of dollars) Year Principal Payments 2018 $ 8,000 2019 8,000 2020 11,000 2021 15,000 2022 112,000 Total remaining principal payments $ 154,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The components of income tax expense were as follows for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Current tax provision: Federal $ 11,681 $ (3,192 ) $ 12,757 State 1,353 224 311 Total current tax provision (benefit) $ 13,034 $ (2,968 ) $ 13,068 Deferred tax provision: Federal $ (767 ) $ 9,052 $ (6,903 ) State (435 ) (95 ) (1,723 ) Total deferred tax (benefit) provision (1,202 ) 8,957 (8,626 ) Income tax expense $ 11,832 $ 5,989 $ 4,442 As a result of the Business Combination during the fiscal year ended 2015, a change in the ownership of the Company occurred which, pursuant to the Internal Revenue Code, will limit on an annual basis the Company's ability to utilize its U.S. Net Operating Losses ("NOLs") and U.S. tax credits. The Company's NOLs and credits will continue to be available to offset taxable income and tax liabilities (until such NOLs and credits are either used or expire), subject to the Section 382 annual limitation. If the annual limitation amount is not fully utilized in a particular tax year, then the unused portion from that particular tax year will be added to the annual limitation in subsequent years. During the fiscal year ended 2016, the Company had a Change in Control of its majority stockholder and does not expect any Section 382 limitations to impair the Company's ability to realize all tax attributes. At September 30, 2017 , the Company had approximately $0.5 million of federal tax credit carryforwards that expire at various dates through 2036. The effective tax rates for the fiscal years ended 2017 , 2016 and 2015 were 31.7% , 57.9% and 26.3% , respectively. The effective tax rate for the fiscal year ended 2017 differed from the statutory federal income tax rate of 35% , reflecting the benefits of income tax credits, the domestic production activities deduction, and recording a tax windfall from share-based compensation awards exercised, which were offset by the application of tax credits claimed as offsets against our payroll tax liabilities, and interest and penalties on uncertain tax positions. The effective tax rate for the fiscal year ended 2016 differed from the statutory federal income tax rate of 35% , primarily as a result of discrete items increasing tax expense in the period, including a change in investor tax on our non-consolidated affiliate income, the application of tax credits claimed as offsets against our payroll tax liabilities, interest and penalties on uncertain tax positions, limitations of the deductibility of certain share-based compensation, a net tax shortfall associated with the vesting of share-based compensation awards pursuant to adoption of ASU 2016-09, which were partially offset by recording the impact of new tax legislation. The effective tax rate for the fiscal year ended 2015 differed from the statutory federal income tax rate of 35% , primarily as a result of a benefit from the change in investor tax on our non-consolidated affiliate, domestic production activities deduction, state tax items and other permanent items which were partially offset by interest and penalties on an uncertain tax position and transaction costs. A reconciliation between the reported income tax expense for continuing operations and the amount computed by applying the statutory federal income tax rate of 35% is as follows: (in thousands of dollars) 2017 2016 2015 Federal taxes at statutory rate $ 13,050 $ 3,619 $ 5,904 Increase (reduction) in income taxes resulting from: State taxes, net 307 (20 ) (949 ) Change in uncertain tax positions 651 821 833 Share-based compensation (210 ) 1,001 — Permanent items (701 ) (84 ) (954 ) Valuation allowance 90 27 (1 ) Tax credits (530 ) (470 ) (90 ) Return to accrual true-ups (646 ) (78 ) (386 ) Investor tax on non-consolidated affiliate income (271 ) 582 425 Tax rate adjustments 144 535 (1,854 ) Transaction costs — — 1,364 Other (52 ) 56 150 Income tax expense $ 11,832 $ 5,989 $ 4,442 During fiscal 2015, there were changes in assumptions about the Company’s ability to utilize U.S. foreign tax credits. The resulting tax rate change was applied to the cumulative beginning of year deferred tax balance for the non-consolidated affiliate, and a $1.7 million benefit was recorded to fiscal 2015 tax expense. The total amount of gross unrecognized tax benefits at September 30, 2017 and October 1, 2016 were $6.4 million and $6.4 million , respectively, which would affect the Company’s effective tax rate if realized. The Company’s liability arising from uncertain tax positions is recorded in other non-current liabilities on the Consolidated Balance Sheets. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The accrued interest and penalties were $2.9 million and $2.1 million at September 30, 2017 and October 1, 2016 , respectively. The Company is subject to taxation mostly in the United States and various state jurisdictions. At September 30, 2017 , tax years prior to 2014 are generally no longer subject to examination by federal and most state tax authorities. The following table sets forth the sources of and differences between the financial accounting and tax bases of the Company’s assets and liabilities which give rise to the net deferred tax assets at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Deferred tax liabilities Property, plant and equipment $ (2,282 ) $ (2,438 ) Other intangible assets (18,030 ) (17,275 ) Investor tax on non-consolidated affiliate income (2,230 ) (2,453 ) Other assets (527 ) (520 ) Total deferred tax liabilities $ (23,069 ) $ (22,686 ) Deferred tax assets NOL carryforward $ 550 $ 632 Accrued expenses 9,575 9,310 Indirect effect of uncertain tax position 2,869 2,747 Compensation 14,095 21,545 Inventories 1,576 1,081 Unearned income 4,000 3,492 Tax credits 2,809 3,517 Total deferred tax assets $ 35,474 $ 42,324 Less: valuation allowance (650 ) (558 ) Deferred tax assets less valuation allowance $ 34,824 $ 41,766 Net deferred tax assets $ 11,755 $ 19,080 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 11. Guarantees, Commitments and Contingencies Litigation At September 30, 2017 , the Company had a number of product liability and other cases pending. Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its positions, the ultimate resolution of these matters will not have a material adverse impact on the Company’s financial statements. Environmental The Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous materials used in its manufacturing processes. Failure by the Company to comply with present and future regulations could subject it to future liabilities. In addition, such regulations could require the Company to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The Company is currently not involved in any material environmental proceedings and therefore management believes that the resolution of environmental matters will not have a material adverse effect on the Company’s financial statements. Our environmental liability using a discount rate of 11% , included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $0.5 million and $0.6 million at September 30, 2017 and October 1, 2016 , respectively. The estimated aggregate undiscounted amount that will be incurred over the next 10 years is $1.0 million . The estimated payments for each of the next five years are $0.1 million per year and the aggregate amount thereafter is $0.5 million . Future expenditures may exceed the amounts accrued and estimated. Lease Commitments The Company leases certain buildings, machinery and equipment under operating leases expiring at various dates. Total rent expense was $1.3 million , $1.2 million and $1.5 million for the fiscal years ended 2017 , 2016 and 2015 , respectively. The following table sets forth future minimum lease payments under non-cancelable operating leases with original terms exceeding one year at September 30, 2017 : (in thousands of dollars) Years Ended Amount 2018 $ 672 2019 375 2020 50 2021 11 2022 — Thereafter 3 Total operating lease commitments $ 1,111 The Company leases from third party vendors various office and plant equipment, including computers, copy machines, and sweepers, which qualify for capital lease treatment under the provisions of ASC 840. On the Consolidated Balance Sheets, amounts due under capital lease obligations are included in other liabilities, current and long-term, with the related assets recorded in property, plant and equipment, net. Depreciation of assets recorded under capital lease obligations is included in cost of goods sold or selling, general and administrative expenses, depending upon use of leased property, on the Consolidated Statements of Operations. These leases have remaining lease terms ranging from 1.9 to 5.3 years . Leased property under capital leases at the dates indicated is presented in the following table: (in thousands of dollars) September 30, 2017 October 1, 2016 Leased property under capital leases $ 1,071 $ 1,071 Accumulated amortization (715 ) (554 ) Leased property under capital leases, net $ 356 $ 517 The following table summarizes the Company’s future minimum lease payments under capital leases at September 30, 2017 : (in thousands of dollars) Years Ended Amount 2018 $ 178 2019 176 2020 18 2021 18 2022 18 Thereafter 6 Total minimum lease payments 414 Amount of lease payments representing interest (35 ) Present value of future minimum capital lease payments $ 379 Current obligations under capital leases $ 158 Long-term obligations under capital leases 221 Purchase Commitments The Company may enter into pricing agreements with major suppliers for the purchase of raw materials and parts such as steel, engines, axles and transmissions. At September 30, 2017 , there were no commitments for future production material. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information We manage our business in two operating segments, which are also our reportable segments. The Bus segment includes the manufacturing and assembly of buses to be sold to a variety of customers across the United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. Financial information is reported on the basis that it is used internally by the chief operating decision maker (the “CODM”) in evaluating segment performance and deciding how to allocate resources. The President and Chief Executive Officer of the Company has been identified as the CODM. Management evaluates the segments based primarily upon revenues and gross profit. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources. The tables below present segment net sales and gross profit for the fiscal years presented: Net sales (in thousands of dollars) 2017 2016 2015 Bus $ 930,738 $ 876,087 $ 861,665 Parts 59,864 55,923 57,463 Segment net sales $ 990,602 $ 932,010 $ 919,128 Gross profit (in thousands of dollars) 2017 2016 2015 Bus $ 106,462 $ 108,232 $ 99,341 Parts 20,906 21,124 21,054 Segment gross profit $ 127,368 $ 129,356 $ 120,395 The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Segment gross profit $ 127,368 $ 129,356 $ 120,395 Adjustments: Selling, general and administrative expenses (72,831 ) (102,711 ) (84,561 ) Interest expense (7,251 ) (16,412 ) (19,078 ) Interest income 140 133 113 Other income (expense), net 1 (26 ) — Loss on debt extinguishment (10,142 ) — — Income before income taxes $ 37,285 $ 10,340 $ 16,869 Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 United States $ 878,631 $ 838,418 861,258 Canada 104,016 83,669 49,847 Rest of world 7,955 9,923 8,023 Total net sales $ 990,602 $ 932,010 919,128 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | 13. Stockholders’ Deficit Stock Authorized Stock Our Certificate of Incorporation authorizes the issuance of 110,000,000 shares, consisting of 100,000,000 shares of common stock at $0.0001 par value per share, and 10,000,000 shares of preferred stock at $0.0001 par value per share, 2,000,000 of which have been designated as Series A Convertible Preferred Stock (“Preferred Stock” or "Convertible Preferred Stock") and the remaining 8,000,000 of which are undesignated. The outstanding shares of our Series A Convertible Preferred Stock and common stock are duly authorized, validly issued, fully paid and non-assessable. Common Stock On February 24, 2015, we sold 2,500,000 shares of common stock at $10.00 per share in a private placement. Proceeds from the sale were part of the consideration received by our majority owner as part of a recapitalization and reverse acquisition completed in the Business Combination. We also issued (i) 12,000,000 shares of common stock to the Seller upon consummation of the Business Combination, and (ii) 102,750 shares of common stock as a utilization fee to another investor. Please see Note 4 , Business Combination, Subsequent Change in Control and Stock Repurchase , for a further discussion of these transactions. Convertible Preferred Stock By the filing of a Certificate of Designations (the “Certificate of Designations”) on February 24, 2015, we have designated 2,000,000 shares of preferred stock as Series A Convertible Preferred Stock and, on February 24, 2015, we issued 500,000 shares of such series. Proceeds from the sale were part of the consideration received by our majority owner as part of a recapitalization and reverse acquisition completed in the Business Combination. Please see Note 4 , Business Combination, Subsequent Change in Control and Stock Repurchase , for a further discussion of the transactions, including the repurchase of 100,000 shares of Preferred Stock by the Company during fiscal 2017. Each share of Series A Convertible Preferred Stock is convertible, at the holder’s option at any time, initially into 8.6 shares of our common stock (which is equivalent to an initial conversion price of approximately $11.59 per share), subject to specified adjustments as set forth in the Certificate of Designations. A Fundamental Change, as defined in the Certificate of Designations, was triggered on June 8, 2016 in connection with the second closing of the sale of the Transaction Shares, which allowed the preferred holders to convert on an adjusted basis for a designated conversion period. None of the Preferred shareholders elected to convert within the designated conversion period. In addition, beginning on or after the third anniversary of the initial issuance date, we have the right, at our option, to cause all outstanding shares of the Series A Convertible Preferred Stock to be automatically converted into shares of common stock under certain circumstances and, if our Company undergoes certain fundamental changes, the Series A Convertible Preferred Stock will automatically be converted into common stock on the effective date of such fundamental change. Holders of Series A Convertible Preferred Stock are entitled to receive when, as and if declared by the Board, dividends which are payable at a rate of 7.625% per annum. Unless prohibited by applicable law, the Board shall not fail to declare such dividends on the Series A Convertible Preferred Stock. Dividends accrue for all fiscal periods the Series A Convertible Preferred Stock is outstanding. The dividends are payable in cash, common shares, preferred shares, or any combination thereof. The form of dividend payment is at the sole discretion of the Company. In 2017 , we paid three cash dividends totaling $4.3 million . As we are in an accumulated deficit position, we reduce additional paid-in capital for the dividend payments made in shares of common stock at the same amount we record additional paid-in-capital for the issuance of the common stock, which results in no net change to our Stockholders' Deficit. The fair value of all dividends are reflected as a deductions from net income to calculate net income available to common stockholders in our Consolidated Statements of Operations. In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each holder of shares of Series A Convertible Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders the Liquidation Preference ( $100.00 per share) plus all accumulated and unpaid dividends in respect of the Series A Convertible Preferred Stock (whether or not declared) to the date fixed for liquidation, winding-up or dissolution in preference to the holders of, and before any payment or distribution is made on, any other class of stock. Warrants At September 30, 2017 , there were a total of 4,925,186 warrants outstanding to purchase 2,462,593 shares of our Common Stock. Public Warrants The Company has issued warrants to purchase its common stock which were originally issued as part of units in Hennessy Capital’s initial public offering (the “Public Warrants”). Each Public Warrant entitles the registered holder to purchase one-half of one share of our common stock at a price of $5.75 per one-half of one share ( $11.50 per whole share), subject to adjustment. Public Warrants may be exercised only for a whole number of shares of our common stock. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will expire on February 24, 2020, five years after the completion of the Business Combination, or earlier upon redemption or liquidation. We may call the Public Warrants for redemption if, and only if, the reported last sale price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. The Public Warrants are listed on the OTCQB market under the symbol "BLBDW." Placement Warrants The Company has issued warrants to purchase its common stock issued in connection with a private placement which occurred concurrently with Hennessy Capital’s initial public offering (the “Placement Warrants”). The Placement Warrants are identical to the Public Warrants sold in the initial public offering, except that, if held by the HCAC Sponsor or its permitted assignees, they (a) may be exercised for cash or on a cashless basis; and (b) are not subject to being called for redemption. Each such warrant entitles the holder to purchase one-half of one share of our Common Stock at a price of $5.75 per one-half of one share ( $11.50 per whole share), subject to adjustment. Warrant Exchange On March 2, 2015, we completed our offer to exchange up to a maximum of 5,750,000 of our outstanding Public Warrants for shares of our common stock, at an exchange ratio of 0.1 of a share for each Public Warrant validly tendered and not withdrawn (approximately one share for every ten Public Warrants tendered). A total of 2,690,462 Public Warrants were tendered and not properly withdrawn, resulting in a total of 269,046 shares of common stock being issued. On March 17, 2015, we completed a second offer to exchange Placement Warrants for shares of our common stock, and in such exchange offer, a total of 9,434,538 Placement Warrants were tendered and not properly withdrawn, resulting in a total of 943,454 shares of our common stock being issued. There were no cash proceeds to the Company from these exchange transactions. Immediately after the exchanges, a total of 2,690,462 Placement Warrants and 8,809,538 Public Warrants were outstanding. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 14. Earnings Per Share The following table presents the basic and diluted earnings per share computation for the fiscal years presented: (in thousands except share data) 2017 2016 2015 Numerator: Net income $ 28,801 $ 6,900 $ 14,932 Less: Income (loss) from discontinued operations, net of tax 41 (328 ) (129 ) Income from continuing operations, net of tax 28,760 7,228 15,061 Less: preferred stock dividends 4,261 3,878 2,438 Less: preferred stock repurchase 6,091 — — Income from continuing operations available to common stockholders, net of tax $ 18,408 $ 3,350 $ 12,623 Basic earnings per share (1): Weighted average common shares outstanding 23,343,772 21,252,616 21,182,885 Basic earnings per share, continuing operations $ 0.79 $ 0.16 $ 0.60 Basic earnings per share, discontinued operations — (0.02 ) (0.01 ) Basic earnings per share $ 0.79 $ 0.14 $ 0.59 Diluted earnings per share (2): Weighted average common shares outstanding 23,343,772 21,252,616 21,182,885 Weighted average dilutive securities, convertible preferred stock — — 4,314,064 Weighted average dilutive securities, restricted stock 19,073 60,401 653 Weighted average dilutive securities, warrants 1,280,265 — — Weighted average dilutive securities, stock options 234,619 2,602 — Weighted average shares and dilutive potential common shares 24,877,729 21,315,619 25,497,602 Diluted earnings per share, continuing operations $ 0.74 $ 0.16 $ 0.59 Diluted earnings per share, discontinued operations — (0.02 ) — Diluted earnings per share $ 0.74 $ 0.14 $ 0.59 (1) Basic earnings per share is calculated by dividing income available to common stockholders from continuing operations, discontinued operations, and total net income by the weighted average common shares outstanding during the period. For purposes of calculating basic earnings per share, income available to common stockholders is reduced in periods where we have paid a dividend or accrued for a dividend payment on our convertible preferred stock. (2) Diluted earnings per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined by using the treasury-stock method, and adjusting for the dilutive effect of our convertible preferred stock, determined by using the if-converted method. For the fiscal years ended 2017 and 2016 , 4,302,212 and 4,314,064 shares, respectively, of potentially dilutive convertible preferred stock were excluded from the calculation since the if-converted impact would be anti-dilutive and, as a result, the numerator used in the calculation included the impact on income of preferred stock dividends and the excess of fair value over carrying value for preferred stock repurchase. Potentially dilutive common stock equivalents totaling 12,295 , 173,009 , and 311,809 shares, respectively, were excluded from the fiscal years ended 2017 , 2016 , and 2015 calculations since their impact would be anti-dilutive. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 15. Share-Based Compensation In fiscal 2015, we adopted the Omnibus Equity Incentive Plan (the "Plan"). The Plan is administered by the Compensation Committee of our Board of Directors. Under the Plan, the Committee may grant awards for the issuance up to an aggregate of 3,700,000 shares of common stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights (collectively, “SARs” and each individually a “SAR”), restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The exercise price of a share subject to a stock option may not be less than 100% of the fair market value of a share of the Company's common stock with respect to the grant date of such stock option. In fiscal years prior to 2015, we had not granted any stock options or other stock-settled awards. No portion of the options shall vest and become exercisable after the date on which the Optionee’s service with the Company and its subsidiaries terminates. The vesting of all unvested shares of common stock subject to an option will automatically be accelerated in connection with a “Change in Control,” as defined in the Plan. New shares of the Company's common stock are issued upon stock option exercises, or at the time of vesting for restricted stock. Stock-based payments to employees, including grants of stock options, restricted stock ("RSAs") and restricted stock units ("RSUs"), are recognized in the financial statements based on their fair value. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted average expected term of the options. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility because we do not have a sufficient trading history as a stand-alone public company. Because we do not have sufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption is based on the simplified method under GAAP, which is based on the vesting period and contractual term for each vesting tranche of awards. The mid-point between the vesting date and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied yield curve available on U.S. Treasury zero-coupon issues at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a cash dividend on common shares. Restricted stock units and restricted stock awards are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of our common stock on the grant date. We expense any award with graded-vesting features using a straight-line attribution method. All outstanding share-based compensation awards vested upon the change in control which took place on June 8, 2016. Concurrent with the change in control, certain awards not considered as granted under GAAP due to fiscal 2017 and 2018 performance criteria which had not been established, were granted for accounting purposes and immediately vested and expensed with the change in control. Refer to Note 4 , Business Combination, Subsequent Change in Control and Stock Repurchase , for more information on the change in control. Restricted Stock Awards The following table summarizes the Company's RSA and RSU award activity for the fiscal year presented: 2017 Restricted Stock Activity Number of Shares Weighted-Average Grant Date Fair Value Balance, beginning of year — $ — Granted 77,451 15.82 Forfeited (1,861 ) 15.50 Balance, end of year 75,590 15.83 The weighted-average grant date fair value of restricted stock awards granted in the fiscal years ended 2016 and 2015 was $10.82 and $13.18 , respectively. Compensation expense for restricted stock awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $0.8 million , $8.7 million , and $0.9 million for the fiscal years ended 2017 , 2016 , and 2015 , respectively, with associated tax benefits of $0.3 million , $3.0 million , and $0.3 million , respectively. At September 30, 2017 , unrecognized compensation cost related to restricted stock awards totaled $0.3 million and is expected to be recognized over a weighted-average period of four months . Stock Option Awards The following table summarizes the Company's stock option activity for the fiscal year presented: 2017 Number of Options Weighted Average Exercise Price per Share ($) Outstanding options, beginning of year 918,749 $ 10.08 Granted 133,484 15.50 Exercised (418,148 ) 10.08 Forfeited (10,123 ) 15.50 Outstanding options, end of year 623,962 $ 11.15 Fully vested and exercisable options, end of year (1) 500,601 $ 10.07 (1) Fully vested and exercisable options at year end had an aggregate intrinsic value totaling $5.3 million with a weighted average contractual term of 7.6 years The total aggregate intrinsic value of stock options exercised during the fiscal years ended 2017 and 2016 were $2.3 million and $1.0 million , respectively. No stock options were exercised or exercisable during the fiscal year ended 2015 . Compensation expense for stock option awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $0.4 million , $4.0 million , and $0.7 million for the fiscal years ended 2017 , 2016 , and 2015 , respectively, with associated tax benefits of $0.1 million , $1.4 million , and $0.2 million , respectively. At September 30, 2017 , unrecognized compensation cost related to stock option awards totaled $0.2 million and is expected to be recognized over a weighted-average period of three months . The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions made and resulting grant-date fair values during the fiscal years presented: 2017 2016 2015 Expected volatility 33.7 % 33.7 % 40.1 % Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 1.9 % 1.7 % 1.7 % Expected term (in years) 5.5 4.7 6.0 Weighted-average grant-date fair value $ 5.35 $ 3.72 $ 4.14 Phantom Award A phantom stock award plan was adopted by the Company in February 2007 (as amended and restated from time to time, the “Phantom Award Plan”). Upon vesting of a phantom award, the participants (including employees, directors, officers and consultants of the Company) were eligible to receive a cash payment subject to the initial investors in the Company receiving an agreed upon return of capital. There have been three events that met the required return on capital to our investors to trigger a Phantom Award Plan payment: (a) in June 2016, in conjunction with the change in control of the Company's major stockholder, the board of directors approved for all Phantom Award Plan participants a payment of $17.1 million , which was primarily funded by a $17.0 million contribution from our former major stockholder, (b) in February 2015, in conjunction with the Business Combination, the board of directors approved for all Phantom Award Plan participants a payment of $13.8 million , which was primarily funded by a $13.6 million contribution from our former major stockholder, and (c) in June 2014, in conjunction with a dividend payment to our former sole stockholder, the board of directors approved a payment for all Phantom Award Plan participants totaling $24.7 million with a grant date fair value of awards granted totaling $9.9 million . With the 2016 payment and change in control, this incentive program was terminated. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Benefit Plans | 16. Benefit Plans Defined Benefit Pension Plans The Company has a defined benefit pension plan (the “Defined Benefit Plan”) covering U.S. hourly and salaried personnel. On May 13, 2002, the Defined Benefit Plan was amended to freeze new participation as of May 15, 2002, and therefore, any new employees who started on or after May 15, 2002 were not permitted to participate in the Defined Benefit Plan. Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits will be calculated beyond this date. The Company contributed $5.4 million and $5.3 million to the Defined Benefit Plan during the fiscal years ended September 30, 2017 and October 1, 2016 , respectively. For the fiscal years ended September 30, 2017 and October 1, 2016 , benefits paid were $6.9 million and $6.3 million , respectively. The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $144.7 million and $157.0 million at September 30, 2017 and October 1, 2016 , respectively. The reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated is presented in the following table: Benefit Obligation (in thousands of dollars) 2017 2016 Projected benefit obligation balance, beginning of year $ 157,030 $ 142,798 Interest cost 5,063 5,643 Assumption changes (1) (9,621 ) 14,402 Actuarial gain (798 ) 440 Benefits paid (6,937 ) (6,253 ) Projected benefit obligations balance, end of year $ 144,737 $ 157,030 (1) The assumption changes referenced in the table above result from (i) changes in the utilized discount rate to value Blue Bird’s future obligations and (ii) updates to the mortality table projections used in the calculation of the benefit obligations. Plan Assets: The summary and reconciliation of the beginning and ending balances of the fair value of the plan assets are as follows: Plan Assets (in thousands of dollars) 2017 2016 Fair value of plan assets, beginning of year $ 100,662 $ 96,371 Actual return on plan assets 14,702 6,337 Employer contribution 5,414 5,305 Expenses (1,530 ) (1,098 ) Benefits paid (6,937 ) (6,253 ) Fair value of plan assets, end of year $ 112,311 $ 100,662 Funded Status: The following table reconciles the benefit obligations, plan assets, funded status and net liability information of the Defined Benefit Plan at the dates indicated. The net pension liability is reflected in long-term liabilities on the Consolidated Balance Sheets. Funded Status (in thousands of dollars) September 30, 2017 October 1, 2016 Benefit obligation $ 144,737 $ 157,030 Fair value of plan assets 112,311 100,662 Funded status (32,426 ) (56,368 ) Net pension liability recognized $ (32,426 ) $ (56,368 ) Fair Value of Plan Assets: The Company determines the fair value of its financial instruments in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. Fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. This topic provides a hierarchy that gives highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities. This topic requires that financial assets and liabilities are classified into one of the following three categories: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability Level 3 Unobservable inputs for the asset or liability The Company evaluates fair value measurement inputs on an ongoing basis in order to determine if there is a change of sufficient significance to warrant a transfer between levels. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's valuation process. The Defined Benefit Plan assets are comprised of various investment funds, which are valued based upon their quoted market prices. The invested pension plan assets of the Defined Benefit Plan are all Level 2 assets under ASC 820, Fair Value Measurements (“ASC 820”). During the fiscal years ended 2017 and 2016 , there were no transfers between levels. There are no sources of significant concentration risk in the invested assets at September 30, 2017 , the measurement date. The following table sets forth, by level within the fair value hierarchy, a summary of the Defined Benefit Plan’s investments measured at fair value: (in thousands of dollars) Level 1 Level 2 Level 3 Total September 30, 2017 Assets: Equity securities $ — $ 80,795 $ — $ 80,795 Debt securities — 31,516 — 31,516 Total assets at fair value $ — $ 112,311 $ — $ 112,311 October 1, 2016 Assets: Equity securities $ — $ 58,904 $ — $ 58,904 Debt securities — 41,758 — 41,758 Total assets at fair value $ — $ 100,662 $ — $ 100,662 The following table represents net periodic benefit cost and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Interest cost $ 5,063 $ 5,643 $ 5,707 Expected return on plan assets (6,358 ) (6,112 ) (6,443 ) Amortization of net loss 6,291 4,787 3,567 Net periodic benefit cost $ 4,996 $ 4,318 $ 2,831 Net (gain) loss $ (17,232 ) $ 15,716 $ 11,797 Amortization of net loss (6,291 ) (4,787 ) (3,567 ) Total (gain) loss recognized in other comprehensive income $ (23,523 ) $ 10,929 $ 8,230 Total (gain) loss recognized in net periodic pension benefit cost and other comprehensive income $ (18,527 ) $ 15,247 $ 11,061 The estimated net loss for the Defined Benefit Plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $3.5 million . The unrecognized gain or loss is amortized as follows: the total unrecognized gain or loss, less the larger of 10% of the liability or 10% of the assets, is divided by the average future working lifetime of active plan participants. The following actuarial assumptions were used to determine the benefit obligations at the dates indicated: Weighted-average assumptions used to determine benefit obligations: September 30, 2017 October 1, 2016 Discount rate 3.85 % 3.30 % Rate of compensation increase N/A N/A Weighted-average assumptions used to determine net periodic benefit cost: September 30, 2017 October 1, 2016 Discount rate 3.30 % 4.05 % Expected long-term return on plan assets 6.37 % 6.37 % Rate of compensation increase N/A N/A The benchmark for the discount rates is an estimate of the single equivalent discount rate determined by matching the Defined Benefit Plan’s future expected cash flows to spot rates from a yield curve comprised of high quality corporate bond rates of various durations. The Defined Benefit Plan asset allocations at the dates indicated, the measurement date, are as follows: September 30, 2017 October 1, 2016 Equity securities 72 % 59 % Debt securities 28 % 41 % 100 % 100 % There was no Company common stock included in equity securities. Assets of the Defined Benefit Plan are invested primarily in U.S. government securities, common stock funds and cash management funds. Assets are valued using quoted prices in active markets. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO. In estimating that rate, appropriate consideration is given to the returns being earned by the plan assets in the fund and rates of return expected to be available for reinvestment and a building block method. The expected rate of return on each asset class is broken down into three components: (1) inflation, (2) the real risk-free rate of return (i.e., the long term estimate of future returns on default free U.S. government securities) and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate). The investment strategy for pension plan assets is to limit risk through asset allocation, diversification, selection and timing. Assets are managed on a total return basis, with dividends and interest reinvested in the account. The Company expects to contribute approximately $5.9 million to its Defined Benefit Plan in fiscal year 2018 . The following benefit payments are expected to be paid to the Company’s pension plan participants in the fiscal years indicated: (in thousands of dollars) Expected Payments 2018 $ 7,499 2019 7,653 2020 7,750 2021 7,930 2022 8,137 2023 - 2027 42,869 Total expected future benefit payments $ 81,838 Defined Contribution Plans The Company offers a defined contribution 401(k) plan covering substantially all U.S. employees and a defined contribution plan for Canadian employees. During the fiscal years ended 2017 , 2016 and 2015 , the Company offered a 50% match on the first 6% of the employee’s contributions. The plans also provide for an additional discretionary match depending on Company performance. Compensation expense related to defined contribution plans totaled $1.9 million , $1.7 million and $1.7 million for the fiscal years ended 2017 , 2016 and 2015 , respectively. Health Benefits The Company provides and is predominantly self-insured for medical, dental, and accident and sickness benefits. A liability related to this obligation is recorded on the Company’s balance sheet under accrued expenses. Total expense related to this plan recorded for the fiscal years ended 2017 , 2016 , and 2015 , was $13.6 million , $12.3 million , and $10 million , respectively. Employee Compensation Plans The Management Incentive Plan (the “MIP”) compensates certain key salaried management employees and is based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance as well as a net debt metric. MIP bonus liabilities of $3.5 million and $5.6 million are included in accrued expenses on the Consolidated Balance Sheets at September 30, 2017 and October 1, 2016 , respectively. |
Equity Investment in Affiliate
Equity Investment in Affiliate | 12 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investment in Affiliate | 17. Equity Investment in Affiliate On October 14, 2009, Blue Bird and Girardin Minibus entered into a venture, Micro Bird Holdings, Inc. (“Micro Bird”), to combine the complementary expertise of the two separate manufacturers. Blue Bird Micro Bird by Girardin Type A buses are produced in Drummondville, Quebec by Micro Bird. The Company holds a 50% equity interest in Micro Bird Holdings, Inc. ("Micro Bird"), and accounts for Micro Bird under the equity method of accounting as the Company does not have control to direct the activities that most significantly impact Micro Bird’s financial performance based on the shared powers of the venture partners. The carrying amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and reduced by any dividends received. At September 30, 2017 and October 1, 2016 , the Company had an investment of $11.6 million and $12.9 million , respectively. During fiscal years ended 2017 and 2016, Micro Bird paid dividends to all common stockholders, and the Company received $4.6 million and $2.3 million , respectively, net of required withholding taxes. The dividends reduced the carrying value of our investment and are presented as cash inflows in the operating section of our Consolidated Statements of Cash Flows. In recognizing the Company’s 50% portion of Micro Bird net income, the Company recorded $3.3 million , $2.9 million and $2.6 million in equity in net income of non-consolidated affiliate for the fiscal years ended 2017 , 2016 and 2015 , respectively. |
Foreign Exchange Contracts
Foreign Exchange Contracts | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign Exchange Contracts | 18. Foreign Exchange Contracts The Company enters into foreign exchange swaps as economic hedges of anticipated cash flows denominated in Canadian Dollars. The contracts are entered into to protect against the risk that the eventual cash flows resulting from certain transactions would be affected by changes in exchange rates between the U.S. Dollar and the Canadian Dollar. The foreign exchange contracts qualify for hedge accounting and have been designated as cash flow hedges with the effective portion of the gain or loss on the derivative instruments recorded in other comprehensive income until the underlying transactions occur. Once the anticipated transactions occur, the gains or losses on the swaps are recorded in current period earnings on the Consolidated Statements of Comprehensive Income (Loss). The fair values of outstanding foreign exchange contracts are based on forward contract rates, which classify as Level 2 fair value measurements. At October 1, 2016 , the fair value of the foreign exchange contracts was $0.2 million and included in "other current liabilities" on the Consolidated Balance Sheet. At September 30, 2017 , the Company had no foreign exchange swap contracts outstanding. The table below presents the effect of the Company's cash flow hedges for the periods presented: Foreign Exchange Contracts (in thousands of dollars) Location 2017 2016 Amount of loss recognized in income on derivatives (effective portion) OCI $ 344 $ (236 ) Amount of loss reclassified from AOCI into income (effective portion) Net sales (97 ) 440 Amount of gain reclassified from AOCI into income (effective portion) Other expense (227 ) (224 ) Total amount recognized in other comprehensive loss $ 20 $ (20 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | 19. Accumulated Other Comprehensive Income The following table provides information on changes in accumulated other comprehensive income (“AOCI”) for the periods presented: (in thousands) Defined Benefit Pension Plan Cash Flow Hedges (Effective Portion) Total AOCI Balance, September 27, 2014 $ (46,568 ) $ — $ (46,568 ) Other comprehensive loss, gross (11,797 ) — (11,797 ) Amounts reclassified from other comprehensive income and included in earnings 3,567 — 3,567 Total other comprehensive loss, before taxes (8,230 ) — (8,230 ) Income tax benefit 3,024 — 3,024 Balance, October 3, 2015 $ (51,774 ) $ — $ (51,774 ) Other comprehensive loss, gross (15,716 ) (236 ) (15,952 ) Amounts reclassified from other comprehensive income and included in earnings 4,787 216 5,003 Total other comprehensive loss, before taxes (10,929 ) (20 ) (10,949 ) Income tax benefit 3,825 7 3,832 Balance, October 1, 2016 $ (58,878 ) $ (13 ) $ (58,891 ) Other comprehensive income, gross 17,232 344 17,576 Amounts reclassified from other comprehensive income and included in earnings 6,291 (324 ) 5,967 Total other comprehensive income, before taxes 23,523 20 23,543 Income tax expense (8,520 ) (7 ) (8,527 ) Balance, September 30, 2017 $ (43,875 ) $ — $ (43,875 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events The Company evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through the date the consolidated financial statements were issued. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS (in thousands of dollars) Allowance for Doubtful Accounts Fiscal Year Ended Beginning Balance Charges to Expense/(Income) Doubtful Accounts Written Off, Net Ending Balance October 3, 2015 $ 71 $ 34 $ — $ 105 October 1, 2016 105 (5 ) — 100 September 30, 2017 100 — — 100 (in thousands of dollars) Deferred Tax Valuation Allowance Fiscal Year Ended Beginning Balance Charges to Expense/(Income) Charges utilized/Write offs Ending Balance October 3, 2015 $ 672 $ — $ (1 ) $ 671 October 1, 2016 671 (86 ) (27 ) 558 September 30, 2017 558 92 — 650 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and accounts have been eliminated in consolidation. The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years. In fiscal years 2017 and 2016 , there were a total of 52 weeks. In fiscal year 2015 , there was a total of 53 weeks. The Business Combination was accounted for as a reverse acquisition since immediately following completion of the transaction the sole stockholder of SBH immediately prior to the Business Combination maintained effective control of Blue Bird Corporation, the post-combination company. For accounting purposes, SBH is deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of SBH (i.e., a capital transaction involving the issuance of stock and payment of cash by HCAC for the stock of SBH). Accordingly, the consolidated assets, liabilities and results of operations of SBH are the historical financial statements of Blue Bird Corporation, and HCAC assets, liabilities and results of operations are consolidated with SBH beginning on the acquisition date. No step-up in basis of intangible assets or goodwill was recorded in this transaction. We have effected this treatment through opening stockholders' deficit by adjusting the number of our common shares outstanding. Other than transaction costs paid and a contribution from our majority stockholder for payment of management incentive compensation related to the transaction, the transaction was primarily non-cash and involved exchanges of consideration and equity between our majority stockholder and HCAC and its related entities. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions. At the date of the financial statements, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, and during the reporting period, these estimates and assumptions affect the reported amounts of revenues and expenses. For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory, allowance for doubtful accounts, potential impairment of long-lived assets, goodwill and intangibles, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events and their effects cannot be predicted with certainty, and, accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations. Actual results could differ from the estimates that the Company has used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Accounts receivable consist of amounts owed to the Company by customers. The Company monitors collections and payments from customers, and generally does not require collateral. Accounts receivable are generally due within 30 to 90 days. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company reserves for an account when it is considered potentially uncollectible. The Company estimates its allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of its customers. To date, losses have been within the range of management’s expectations. The Company writes off accounts receivable if it determines that the account is uncollectible. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, ownership has transferred to the customer, the selling price is fixed or determinable, and collectability is reasonably assured. Generally, the Company recognizes revenue, net of sales concessions, when the product is delivered or when the product has been completed, is ready for delivery, has been paid for, its title has transferred and is awaiting pickup by the customer, which generally occurs within 30 days of completion. Provisions for discounts are recorded in the same period as the related revenues. The Company sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period and costs thereunder are expensed as incurred. The Company classifies shipping and handling revenues and costs billed to a customer as net sales on the Consolidated Statements of Operations and the related costs incurred by the Company are included in cost of goods sold on the Consolidated Statements of Operations. |
Self-Insurance | Self-Insurance The Company is self-insured for the majority of its workers’ compensation and medical claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims, using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, accounts payable, revolving credit facilities and long-term debt. The carrying amounts of cash and cash equivalents, trade receivables and accounts payable approximate their fair values because of the short-term maturity and highly liquid nature of these instruments. The carrying value of the Company’s senior term loan approximates fair value due to the variable interest rate. See Note 9 , Debt , for further discussion. |
Inventories | Inventories The Company values inventories at the lower of cost or market value. The Company uses a standard costing methodology, which approximates cost on a first-in, first-out (“FIFO”) basis. The Company reviews the standard costs of raw materials, work-in-process and finished goods inventory on a periodic basis to ensure that its inventories approximate current actual costs. Manufacturing cost includes raw materials, direct labor and manufacturing overhead. The Company establishes a new cost basis for obsolete inventory based on historical usage and assumptions about future demand. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis using the following periods, which represent the estimated useful lives of the assets: Years Buildings 15 - 33 Machinery and equipment 5 - 10 Office furniture, equipment and other 3 - 10 Computer equipment and software 3 - 7 Costs, including capitalized interest and certain design, construction and installation costs related to assets that are under construction and are in the process of being readied for their intended use, are recorded as construction in progress and are not depreciated until such time as the subject asset is placed in service. Repairs and maintenance that do not extend the useful life of the asset are expensed as incurred. Upon sale, retirement, or other disposition of these assets, the costs and related accumulated depreciation are removed from the respective accounts and any gain or loss on the disposition is included in our Consolidated Statements of Operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If we are required to analyze recoverability based on a triggering event, undiscounted future cash flows over the estimated remaining life of the asset, or asset group, are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows. No impairment charge was recognized in any of the periods presented. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the assets acquired less liabilities assumed in connection with such acquisition. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not amortized, but instead are tested for impairment at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy or disposition of a reporting unit or a portion thereof. We have two reporting units for which we test goodwill for impairment: Bus and Aftermarket Parts ("Aftermarket Parts" or "Parts"). In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If, under the quantitative assessment, the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, we would record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise. Fair value of the reporting units is estimated primarily using the income approach, which incorporates the use of discounted cash flow (DCF) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate and working capital changes. The cash flow forecasts are based on approved strategic operating plans and long-term forecasts. In the evaluation of indefinite lived assets for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary, or to perform a quantitative assessment by comparing the fair value of an asset to its carrying amount. The Company’s intangible asset with an indefinite useful life is the "Blue Bird" trade name. Under the qualitative assessment, an entity is not required to calculate the fair value of the asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If a qualitative assessment is not performed or if a quantitative assessment is otherwise required, then the entity compares the fair value of an asset to its carrying amount and the amount of the impairment loss, if any, is the difference between fair value and carrying value. The fair value of our trade name is derived by using the relief from royalty method, which discounts the estimated cash savings we realized by owning the name instead of otherwise having to license or lease it. Our intangible assets with a definite useful life are amortized over their estimated useful lives, 7 or 20 years, using the straight-line method. The useful lives of our intangible assets are reassessed annually and they are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. |
Debt Issue Costs | Debt Issue Costs Amounts paid directly to lenders or as an original issue discount and amounts classified as issuance costs are recorded as a reduction in the carrying value of the debt, for which the Company had deferred financing costs totaling $2.8 million and $9.4 million at September 30, 2017 and October 1, 2016 , respectively, incurred in connection with its debt facilities and related amendments. Commitment fees and other costs directly associated with obtaining revolving credit facilities are deferred financing costs which are recorded in other assets on the Consolidated Balance Sheets, for which the Company recorded $0.0 million and $0.7 million at September 30, 2017 and October 1, 2016 , respectively. All deferred financing costs are amortized to interest expense. The effective interest method is used for debt discounts related to the term loan; issue costs related to the revolver are amortized using the straight-line method. The Company’s amortization of these costs was $1.1 million , $3.0 million and $3.0 million for the fiscal years ended 2017 , 2016 and 2015 , respectively, and are reflected in the Consolidated Statements of Operations as a component of interest expense. See Note 9 , Debt , for a discussion of the Company’s indebtedness. |
Derivative Instruments | Derivative Instruments In limited circumstances, we utilize derivative instruments to manage certain exposures to changes in foreign currency exchange rates. The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these derivative instruments are recognized in our operating results or included in other comprehensive income (loss), depending on whether the derivative instrument is a fair value or cash flow hedge and whether it qualifies for hedge accounting treatment. If realized, gains and losses on derivative instruments are recognized in the Consolidated Statements of Comprehensive Income (Loss) in the line item that reflects the underlying exposure that was hedged. The exchange of cash, if any, associated with derivative transactions is classified in the Consolidated Statements of Cash Flows in the same category as the cash flows from the items subject to the economic hedging relationships. See Note 18 , Foreign Exchange Contracts , for further information. |
Pensions | Pensions The Company accounts for its pension benefit obligations using actuarial models. The measurement of plan obligations and assets was made at September 30, 2017 . Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits is earned or calculated beyond this date. Accordingly, our obligation estimate is based on benefits earned at that time discounted using an estimate of the single equivalent discount rate determined by matching the plan’s future expected cash flows to spot rates from a yield curve comprised of high quality corporate bond rates of various durations. The Company recognizes the funded status of its pension plan obligations in its Consolidated Balance Sheet and records in other comprehensive income (loss) certain gains and losses that arise during the period, but are deferred under pension accounting rules. |
Product Warranty Costs | Product Warranty Costs The Company’s products are generally warranted against defects in material and workmanship for a period of one to five years. A provision for estimated warranty costs is recorded in the year the unit is sold. The methodology to determine the warranty reserve calculates average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type. Management believes the methodology provides for accuracy in addressing reserve requirements. Management believes the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring future adjustments. |
Extended Product Warranty Costs | The Company also sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period, which approximates the manner in which earned, and costs thereunder are expensed as incurred. All warranty expenses are recorded in the cost of goods sold line on the Consolidated Statements of Operations. The current methodology to determine short-term extended warranty income reserve is based on twelve months of the remaining warranty value for each effective extended warranty at the balance sheet date. |
Research and Development | Research and Development Research and development costs are expensed as incurred and included in selling, general and administrative expenses in our Consolidated Statements of Operations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. The Company evaluates its ability, based on the weight of evidence available, to realize future tax benefits from deferred tax assets and establishes a valuation allowance to reduce a deferred tax asset to a level which, more likely than not, will be realized in future years. The Company recognizes uncertain tax positions based on a cumulative probability assessment if it is more likely than not that the tax position will be sustained upon examination by an appropriate tax authority with full knowledge of all information. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Amounts recorded for uncertain tax positions are periodically assessed, including the evaluation of new facts and circumstances, to ensure sustainability of the positions. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. |
Environmental Expenditures | Environmental Liabilities The Company records reserves for environmental liabilities on a discounted basis when environmental investigation and remediation obligations are probable and related costs are reasonably estimable. See Note 11 , Guarantees, Commitments and Contingencies , for further information. |
Segment Reporting | Segment Reporting Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. The Company’s CODM is the Company’s President and Chief Executive Officer. As discussed further in Note 12 , Segment Information , the Company determined its operating and reportable segments to be Bus and Aftermarket Parts. The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. |
Recently Issued and Adopted Accounting Standards | Recently Adopted Accounting Standards ASU 2015-17 — In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities to be classified as non-current on the balance sheet. The standard is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company elected to early adopt this standard on a retrospective basis in the first quarter of fiscal 2017, and reclassified $7.6 million of current deferred tax assets to long-term deferred tax assets, resulting in a total of $19.1 million of long-term deferred tax assets at October 1, 2016 , compared to the prior presentation of $11.5 million . All future deferred tax assets and liabilities will be recorded as long-term. Recently Issued Accounting Standards ASU 2017-04 — In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes step two from the goodwill impairment test (comparison of implied fair value of goodwill with the carrying amount of that goodwill for a reporting unit). Instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The ASU will be effective for the Company in the first quarter of fiscal 2021. Any future impact of the adoption of this pronouncement will depend on an impairment, if any, of our goodwill. ASU 2016-12 and 2016-10 — In May 2016, the FASB issued ASU No. 2016-12 , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , and in April 2016 issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , both of which provide further clarification to be considered when implementing ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The ASUs are effective concurrently with ASU 2014-09, which is effective for the Company in fiscal 2019. We are finalizing our evaluation of the impact this guidance will have on our financial statements and related disclosures. ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize assets on the balance sheet for the rights and obligations created by all leases with terms greater than 12 months. The standard will also require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. This standard will not be effective for us until fiscal 2020. We are currently evaluating the impact the standard will have on our consolidated financial statements, but do not expect the impact to be significant to the users of our financial statements. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Depreciation is calculated on a straight-line basis using the following periods, which represent the estimated useful lives of the assets: Years Buildings 15 - 33 Machinery and equipment 5 - 10 Office furniture, equipment and other 3 - 10 Computer equipment and software 3 - 7 Property, plant and equipment consisted of the following at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Land $ 1,187 $ 1,187 Buildings 18,420 14,596 Machinery and equipment 63,988 60,839 Office furniture, equipment and other 1,389 1,389 Computer equipment and software 16,765 14,591 Construction in process 2,544 4,653 Property, plant and equipment, gross 104,293 97,255 Accumulated depreciation and amortization (69,585 ) (63,789 ) Property, plant and equipment, net $ 34,708 $ 33,466 |
Supplemental Financial Inform31
Supplemental Financial Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, net, consisted of the following at the dates indicated: ( in thousands of dollars ) September 30, 2017 October 1, 2016 Accounts receivable $ 10,248 $ 20,415 Allowance for doubtful accounts (100 ) (100 ) Accounts receivable, net $ 10,148 $ 20,315 |
Schedule of Product Warranty Liability | 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 fiscal years presented: (in thousands of dollars) 2017 2016 2015 Balance at beginning of period $ 16,187 $ 14,145 $ 12,003 Add: current period deferred income 9,146 7,186 6,556 Less: current period recognition of income (6,038 ) (5,144 ) (4,414 ) Balance at end of period $ 19,295 $ 16,187 $ 14,145 The following table reflects activity in accrued warranty cost (current and long-term portion combined) for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Balance at beginning of period $ 19,444 $ 17,661 $ 15,559 Add: current period accruals 11,075 10,452 10,425 Less: current period reductions of accrual (9,609 ) (8,669 ) (8,323 ) Balance at end of period $ 20,910 $ 19,444 $ 17,661 |
Schedule of Self Insurance Reserve | The following table reflects the total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Current portion $ 3,194 $ 3,679 Long-term portion 2,251 2,786 Total accrued self-insurance $ 5,445 $ 6,465 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Manufacturing cost includes raw materials, direct labor and manufacturing overhead. The following table presents the components of inventory at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Raw materials $ 54,379 $ 40,940 Work in process 14,660 10,011 Finished goods 7,116 2,855 Total inventory $ 76,155 $ 53,806 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Depreciation is calculated on a straight-line basis using the following periods, which represent the estimated useful lives of the assets: Years Buildings 15 - 33 Machinery and equipment 5 - 10 Office furniture, equipment and other 3 - 10 Computer equipment and software 3 - 7 Property, plant and equipment consisted of the following at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Land $ 1,187 $ 1,187 Buildings 18,420 14,596 Machinery and equipment 63,988 60,839 Office furniture, equipment and other 1,389 1,389 Computer equipment and software 16,765 14,591 Construction in process 2,544 4,653 Property, plant and equipment, gross 104,293 97,255 Accumulated depreciation and amortization (69,585 ) (63,789 ) Property, plant and equipment, net $ 34,708 $ 33,466 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amounts of goodwill by reporting unit are as follows at the dates indicated: (in thousands of dollars) Gross Goodwill Accumulated Impairments Net Goodwill September 30, 2017 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 October 1, 2016 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 30, 2017 October 1, 2016 (in thousands of dollars) Gross Accumulated Total Gross Accumulated Total Finite lived: Engineering designs $ 982 $ 141 $ 841 $ 982 $ — $ 982 Finite lived: Customer relationships 37,425 20,601 16,824 37,425 18,732 18,693 Total amortized intangible assets 38,407 20,742 17,665 38,407 18,732 19,675 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 78,223 $ 20,742 $ 57,481 $ 78,223 $ 18,732 $ 59,491 |
Schedule of Indefinite-Lived Intangible Assets | The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 30, 2017 October 1, 2016 (in thousands of dollars) Gross Accumulated Total Gross Accumulated Total Finite lived: Engineering designs $ 982 $ 141 $ 841 $ 982 $ — $ 982 Finite lived: Customer relationships 37,425 20,601 16,824 37,425 18,732 18,693 Total amortized intangible assets 38,407 20,742 17,665 38,407 18,732 19,675 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 78,223 $ 20,742 $ 57,481 $ 78,223 $ 18,732 $ 59,491 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for finite lived intangible assets for the next five years is expected to be as follows: Fiscal Years Ending Amortization Expense 2018 $ 2,009 2019 2,009 2020 2,009 2021 2,009 2022 2,009 Thereafter 7,620 Total amortization expense $ 17,665 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The interest rate on the Term Loan Facility is (i) from the Closing Date until April 1, 2017, an election of either base rate plus 1 point or LIBOR plus 2 points and (ii) commencing with the fiscal quarter ending on April 1, 2017 and thereafter, dependent on the Total Net Leverage Ratio (as defined below) of the Company, an election of either base rate or LIBOR pursuant to the table below: Level Total Net Leverage Ratio ABR Loans Eurodollar Loans I Less than 2.00x 0.75% 1.75% II Greater than or equal to 2.00x and less than 2.50x 1.00% 2.00% III Greater than or equal to 2.50x and less than 3.00x 1.25% 2.25% IV Greater than or equal to 3.00x 1.50% 2.50% Debt consisted of the following at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 2021 term loan, net of deferred financing costs of $2,776 $ 151,224 $ — 2020 term loan, net of deferred financing costs of $9,384 — 152,116 Less: Current portion of long-term debt 8,000 11,750 Long-term debt, net of current portion $ 143,224 $ 140,366 |
Schedule of Maturities of Long-term Debt | The schedules of remaining principal maturities for the term loan for the next five fiscal years are as follows: (in thousands of dollars) Year Principal Payments 2018 $ 8,000 2019 8,000 2020 11,000 2021 15,000 2022 112,000 Total remaining principal payments $ 154,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense were as follows for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Current tax provision: Federal $ 11,681 $ (3,192 ) $ 12,757 State 1,353 224 311 Total current tax provision (benefit) $ 13,034 $ (2,968 ) $ 13,068 Deferred tax provision: Federal $ (767 ) $ 9,052 $ (6,903 ) State (435 ) (95 ) (1,723 ) Total deferred tax (benefit) provision (1,202 ) 8,957 (8,626 ) Income tax expense $ 11,832 $ 5,989 $ 4,442 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the reported income tax expense for continuing operations and the amount computed by applying the statutory federal income tax rate of 35% is as follows: (in thousands of dollars) 2017 2016 2015 Federal taxes at statutory rate $ 13,050 $ 3,619 $ 5,904 Increase (reduction) in income taxes resulting from: State taxes, net 307 (20 ) (949 ) Change in uncertain tax positions 651 821 833 Share-based compensation (210 ) 1,001 — Permanent items (701 ) (84 ) (954 ) Valuation allowance 90 27 (1 ) Tax credits (530 ) (470 ) (90 ) Return to accrual true-ups (646 ) (78 ) (386 ) Investor tax on non-consolidated affiliate income (271 ) 582 425 Tax rate adjustments 144 535 (1,854 ) Transaction costs — — 1,364 Other (52 ) 56 150 Income tax expense $ 11,832 $ 5,989 $ 4,442 |
Schedule of Deferred Tax Assets and Liabilities | The following table sets forth the sources of and differences between the financial accounting and tax bases of the Company’s assets and liabilities which give rise to the net deferred tax assets at the dates indicated: (in thousands of dollars) September 30, 2017 October 1, 2016 Deferred tax liabilities Property, plant and equipment $ (2,282 ) $ (2,438 ) Other intangible assets (18,030 ) (17,275 ) Investor tax on non-consolidated affiliate income (2,230 ) (2,453 ) Other assets (527 ) (520 ) Total deferred tax liabilities $ (23,069 ) $ (22,686 ) Deferred tax assets NOL carryforward $ 550 $ 632 Accrued expenses 9,575 9,310 Indirect effect of uncertain tax position 2,869 2,747 Compensation 14,095 21,545 Inventories 1,576 1,081 Unearned income 4,000 3,492 Tax credits 2,809 3,517 Total deferred tax assets $ 35,474 $ 42,324 Less: valuation allowance (650 ) (558 ) Deferred tax assets less valuation allowance $ 34,824 $ 41,766 Net deferred tax assets $ 11,755 $ 19,080 |
Guarantees, Commitments and C38
Guarantees, Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table sets forth future minimum lease payments under non-cancelable operating leases with original terms exceeding one year at September 30, 2017 : (in thousands of dollars) Years Ended Amount 2018 $ 672 2019 375 2020 50 2021 11 2022 — Thereafter 3 Total operating lease commitments $ 1,111 |
Schedule of Capital Leased Assets | Leased property under capital leases at the dates indicated is presented in the following table: (in thousands of dollars) September 30, 2017 October 1, 2016 Leased property under capital leases $ 1,071 $ 1,071 Accumulated amortization (715 ) (554 ) Leased property under capital leases, net $ 356 $ 517 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following table summarizes the Company’s future minimum lease payments under capital leases at September 30, 2017 : (in thousands of dollars) Years Ended Amount 2018 $ 178 2019 176 2020 18 2021 18 2022 18 Thereafter 6 Total minimum lease payments 414 Amount of lease payments representing interest (35 ) Present value of future minimum capital lease payments $ 379 Current obligations under capital leases $ 158 Long-term obligations under capital leases 221 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below present segment net sales and gross profit for the fiscal years presented: Net sales (in thousands of dollars) 2017 2016 2015 Bus $ 930,738 $ 876,087 $ 861,665 Parts 59,864 55,923 57,463 Segment net sales $ 990,602 $ 932,010 $ 919,128 Gross profit (in thousands of dollars) 2017 2016 2015 Bus $ 106,462 $ 108,232 $ 99,341 Parts 20,906 21,124 21,054 Segment gross profit $ 127,368 $ 129,356 $ 120,395 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Segment gross profit $ 127,368 $ 129,356 $ 120,395 Adjustments: Selling, general and administrative expenses (72,831 ) (102,711 ) (84,561 ) Interest expense (7,251 ) (16,412 ) (19,078 ) Interest income 140 133 113 Other income (expense), net 1 (26 ) — Loss on debt extinguishment (10,142 ) — — Income before income taxes $ 37,285 $ 10,340 $ 16,869 |
Revenue from External Customers by Geographic Areas | Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 United States $ 878,631 $ 838,418 861,258 Canada 104,016 83,669 49,847 Rest of world 7,955 9,923 8,023 Total net sales $ 990,602 $ 932,010 919,128 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the basic and diluted earnings per share computation for the fiscal years presented: (in thousands except share data) 2017 2016 2015 Numerator: Net income $ 28,801 $ 6,900 $ 14,932 Less: Income (loss) from discontinued operations, net of tax 41 (328 ) (129 ) Income from continuing operations, net of tax 28,760 7,228 15,061 Less: preferred stock dividends 4,261 3,878 2,438 Less: preferred stock repurchase 6,091 — — Income from continuing operations available to common stockholders, net of tax $ 18,408 $ 3,350 $ 12,623 Basic earnings per share (1): Weighted average common shares outstanding 23,343,772 21,252,616 21,182,885 Basic earnings per share, continuing operations $ 0.79 $ 0.16 $ 0.60 Basic earnings per share, discontinued operations — (0.02 ) (0.01 ) Basic earnings per share $ 0.79 $ 0.14 $ 0.59 Diluted earnings per share (2): Weighted average common shares outstanding 23,343,772 21,252,616 21,182,885 Weighted average dilutive securities, convertible preferred stock — — 4,314,064 Weighted average dilutive securities, restricted stock 19,073 60,401 653 Weighted average dilutive securities, warrants 1,280,265 — — Weighted average dilutive securities, stock options 234,619 2,602 — Weighted average shares and dilutive potential common shares 24,877,729 21,315,619 25,497,602 Diluted earnings per share, continuing operations $ 0.74 $ 0.16 $ 0.59 Diluted earnings per share, discontinued operations — (0.02 ) — Diluted earnings per share $ 0.74 $ 0.14 $ 0.59 (1) Basic earnings per share is calculated by dividing income available to common stockholders from continuing operations, discontinued operations, and total net income by the weighted average common shares outstanding during the period. For purposes of calculating basic earnings per share, income available to common stockholders is reduced in periods where we have paid a dividend or accrued for a dividend payment on our convertible preferred stock. (2) Diluted earnings per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined by using the treasury-stock method, and adjusting for the dilutive effect of our convertible preferred stock, determined by using the if-converted method. For the fiscal years ended 2017 and 2016 , 4,302,212 and 4,314,064 shares, respectively, of potentially dilutive convertible preferred stock were excluded from the calculation since the if-converted impact would be anti-dilutive and, as a result, the numerator used in the calculation included the impact on income of preferred stock dividends and the excess of fair value over carrying value for preferred stock repurchase. Potentially dilutive common stock equivalents totaling 12,295 , 173,009 , and 311,809 shares, respectively, were excluded from the fiscal years ended 2017 , 2016 , and 2015 calculations since their impact would be anti-dilutive. |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the Company's RSA and RSU award activity for the fiscal year presented: 2017 Restricted Stock Activity Number of Shares Weighted-Average Grant Date Fair Value Balance, beginning of year — $ — Granted 77,451 15.82 Forfeited (1,861 ) 15.50 Balance, end of year 75,590 15.83 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the Company's stock option activity for the fiscal year presented: 2017 Number of Options Weighted Average Exercise Price per Share ($) Outstanding options, beginning of year 918,749 $ 10.08 Granted 133,484 15.50 Exercised (418,148 ) 10.08 Forfeited (10,123 ) 15.50 Outstanding options, end of year 623,962 $ 11.15 Fully vested and exercisable options, end of year (1) 500,601 $ 10.07 (1) Fully vested and exercisable options at year end had an aggregate intrinsic value totaling $5.3 million with a weighted average contractual term of 7.6 years |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions made and resulting grant-date fair values during the fiscal years presented: 2017 2016 2015 Expected volatility 33.7 % 33.7 % 40.1 % Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 1.9 % 1.7 % 1.7 % Expected term (in years) 5.5 4.7 6.0 Weighted-average grant-date fair value $ 5.35 $ 3.72 $ 4.14 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | The reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated is presented in the following table: Benefit Obligation (in thousands of dollars) 2017 2016 Projected benefit obligation balance, beginning of year $ 157,030 $ 142,798 Interest cost 5,063 5,643 Assumption changes (1) (9,621 ) 14,402 Actuarial gain (798 ) 440 Benefits paid (6,937 ) (6,253 ) Projected benefit obligations balance, end of year $ 144,737 $ 157,030 (1) The assumption changes referenced in the table above result from (i) changes in the utilized discount rate to value Blue Bird’s future obligations and (ii) updates to the mortality table projections used in the calculation of the benefit obligations. |
Schedule of Changes in Fair Value of Plan Assets | The summary and reconciliation of the beginning and ending balances of the fair value of the plan assets are as follows: Plan Assets (in thousands of dollars) 2017 2016 Fair value of plan assets, beginning of year $ 100,662 $ 96,371 Actual return on plan assets 14,702 6,337 Employer contribution 5,414 5,305 Expenses (1,530 ) (1,098 ) Benefits paid (6,937 ) (6,253 ) Fair value of plan assets, end of year $ 112,311 $ 100,662 |
Schedule of Net Funded Status | The net pension liability is reflected in long-term liabilities on the Consolidated Balance Sheets. Funded Status (in thousands of dollars) September 30, 2017 October 1, 2016 Benefit obligation $ 144,737 $ 157,030 Fair value of plan assets 112,311 100,662 Funded status (32,426 ) (56,368 ) Net pension liability recognized $ (32,426 ) $ (56,368 ) |
Schedule of Allocation of Plan Assets | The Defined Benefit Plan asset allocations at the dates indicated, the measurement date, are as follows: September 30, 2017 October 1, 2016 Equity securities 72 % 59 % Debt securities 28 % 41 % 100 % 100 % The following table sets forth, by level within the fair value hierarchy, a summary of the Defined Benefit Plan’s investments measured at fair value: (in thousands of dollars) Level 1 Level 2 Level 3 Total September 30, 2017 Assets: Equity securities $ — $ 80,795 $ — $ 80,795 Debt securities — 31,516 — 31,516 Total assets at fair value $ — $ 112,311 $ — $ 112,311 October 1, 2016 Assets: Equity securities $ — $ 58,904 $ — $ 58,904 Debt securities — 41,758 — 41,758 Total assets at fair value $ — $ 100,662 $ — $ 100,662 |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The following table represents net periodic benefit cost and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented: (in thousands of dollars) 2017 2016 2015 Interest cost $ 5,063 $ 5,643 $ 5,707 Expected return on plan assets (6,358 ) (6,112 ) (6,443 ) Amortization of net loss 6,291 4,787 3,567 Net periodic benefit cost $ 4,996 $ 4,318 $ 2,831 Net (gain) loss $ (17,232 ) $ 15,716 $ 11,797 Amortization of net loss (6,291 ) (4,787 ) (3,567 ) Total (gain) loss recognized in other comprehensive income $ (23,523 ) $ 10,929 $ 8,230 Total (gain) loss recognized in net periodic pension benefit cost and other comprehensive income $ (18,527 ) $ 15,247 $ 11,061 |
Schedule of Assumptions Used | The following actuarial assumptions were used to determine the benefit obligations at the dates indicated: Weighted-average assumptions used to determine benefit obligations: September 30, 2017 October 1, 2016 Discount rate 3.85 % 3.30 % Rate of compensation increase N/A N/A Weighted-average assumptions used to determine net periodic benefit cost: September 30, 2017 October 1, 2016 Discount rate 3.30 % 4.05 % Expected long-term return on plan assets 6.37 % 6.37 % Rate of compensation increase N/A N/A |
Schedule of Expected Benefit Payments | The following benefit payments are expected to be paid to the Company’s pension plan participants in the fiscal years indicated: (in thousands of dollars) Expected Payments 2018 $ 7,499 2019 7,653 2020 7,750 2021 7,930 2022 8,137 2023 - 2027 42,869 Total expected future benefit payments $ 81,838 |
Foreign Exchange Contracts (Tab
Foreign Exchange Contracts (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | The table below presents the effect of the Company's cash flow hedges for the periods presented: Foreign Exchange Contracts (in thousands of dollars) Location 2017 2016 Amount of loss recognized in income on derivatives (effective portion) OCI $ 344 $ (236 ) Amount of loss reclassified from AOCI into income (effective portion) Net sales (97 ) 440 Amount of gain reclassified from AOCI into income (effective portion) Other expense (227 ) (224 ) Total amount recognized in other comprehensive loss $ 20 $ (20 ) |
Accumulated Other Comprehensi44
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table provides information on changes in accumulated other comprehensive income (“AOCI”) for the periods presented: (in thousands) Defined Benefit Pension Plan Cash Flow Hedges (Effective Portion) Total AOCI Balance, September 27, 2014 $ (46,568 ) $ — $ (46,568 ) Other comprehensive loss, gross (11,797 ) — (11,797 ) Amounts reclassified from other comprehensive income and included in earnings 3,567 — 3,567 Total other comprehensive loss, before taxes (8,230 ) — (8,230 ) Income tax benefit 3,024 — 3,024 Balance, October 3, 2015 $ (51,774 ) $ — $ (51,774 ) Other comprehensive loss, gross (15,716 ) (236 ) (15,952 ) Amounts reclassified from other comprehensive income and included in earnings 4,787 216 5,003 Total other comprehensive loss, before taxes (10,929 ) (20 ) (10,949 ) Income tax benefit 3,825 7 3,832 Balance, October 1, 2016 $ (58,878 ) $ (13 ) $ (58,891 ) Other comprehensive income, gross 17,232 344 17,576 Amounts reclassified from other comprehensive income and included in earnings 6,291 (324 ) 5,967 Total other comprehensive income, before taxes 23,523 20 23,543 Income tax expense (8,520 ) (7 ) (8,527 ) Balance, September 30, 2017 $ (43,875 ) $ — $ (43,875 ) |
Nature of Business and Basis 45
Nature of Business and Basis of Presentation - Narrative (Details) - School Bus Holdings, Inc. $ in Millions | Feb. 24, 2015USD ($)shares |
Business Combination, Separately Recognized Transactions [Line Items] | |
Cash paid | $ 100 |
Shares issued for acquisition (in shares) | shares | 12,000,000 |
Shares issued for acquisition, value | $ 120 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Accounting Policies [Abstract] | |||
Net loss (income) from discontinued operations | $ 41 | $ (328) | $ (129) |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Reclassification (from) current deferred tax asset to long-term deferred tax asset | 19,100 | ||
Deferred financing fees | 2,800 | 9,400 | |
Debt amortization/ Non-cash interest expense | 1,100 | 3,000 | 3,000 |
Research and development expense | 7,000 | 5,400 | $ 5,200 |
Other Assets | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Deferred financing fees | $ 0 | 700 | |
New Accounting Pronouncement, Early Adoption, Effect | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Reclassification (from) current deferred tax asset to long-term deferred tax asset | (7,600) | ||
Previously Reported | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Reclassification (from) current deferred tax asset to long-term deferred tax asset | $ 11,500 | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 7 years | ||
Product Warranty Liability [Line Items] | |||
Standard product warranty, period | 1 year | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 20 years | ||
Product Warranty Liability [Line Items] | |||
Standard product warranty, period | 5 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 33 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Office furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Supplemental Financial Inform48
Supplemental Financial Information - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Condensed Financial Information [Abstract] | ||
Accounts receivable | $ 10,248 | $ 20,415 |
Allowance for doubtful accounts | (100) | (100) |
Accounts receivable, net | $ 10,148 | $ 20,315 |
Supplemental Financial Inform49
Supplemental Financial Information - Product Warranty Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Balance at beginning of period | $ 19,444 | $ 17,661 | $ 15,559 |
Add: current period accruals | 11,075 | 10,452 | 10,425 |
Less: current period reductions of accrual | (9,609) | (8,669) | (8,323) |
Balance at end of period | $ 20,910 | $ 19,444 | $ 17,661 |
Supplemental Financial Inform50
Supplemental Financial Information - Extended Warranty Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | |||
Balance at beginning of period | $ 16,187 | $ 14,145 | $ 12,003 |
Add: current period deferred income | 9,146 | 7,186 | 6,556 |
Less: current period recognition of income | (6,038) | (5,144) | (4,414) |
Balance at end of period | $ 19,295 | $ 16,187 | $ 14,145 |
Supplemental Financial Inform51
Supplemental Financial Information - Self Insurance (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Condensed Financial Information [Abstract] | ||
Current portion | $ 3,194 | $ 3,679 |
Long-term portion | 2,251 | 2,786 |
Total accrued self-insurance | $ 5,445 | $ 6,465 |
Supplemental Financial Inform52
Supplemental Financial Information - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Product Warranty Liability [Line Items] | |||
Extended product warranty, period | 12 months | ||
Shipping and handling revenue | $ 19.1 | $ 17.6 | $ 16.9 |
Shipping and handling costs | $ 17 | $ 15.4 | $ 14.4 |
Minimum | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty, period | 1 year | ||
Maximum | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty, period | 5 years |
Business Combination (Details)
Business Combination (Details) - USD ($) | Sep. 23, 2017 | Jun. 08, 2016 | Jun. 08, 2016 | Jun. 03, 2016 | May 26, 2016 | Feb. 24, 2015 | Feb. 18, 2015 | Sep. 30, 2017 | Oct. 01, 2016 |
Business Acquisition [Line Items] | |||||||||
Payments for Repurchase of Convertible Preferred Stock | $ 32,100,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, par value (in dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | ||||||
Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Share price (in dollars per share) | $ 18.65 | ||||||||
Series A Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Dividend rate (as a percent) | 7.625% | 7.625% | |||||||
School Bus Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 100,000,000 | ||||||||
Shares issued for acquisition (in shares) | 12,000,000 | ||||||||
Shares issued for acquisition, value | $ 120,000,000 | ||||||||
PIPE Investment | Hennessy Capital | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 40,000,000 | ||||||||
Shares acquired (in shares) | 400,000 | ||||||||
PIPE Investment | Hennessy Capital | Series A Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Subscription agreement purchase amount (in shares) | 400,000 | ||||||||
Subscription agreement purchase amount | $ 40,000,000 | ||||||||
Subscription agreement, possible increased amount (in shares) | 500,000 | ||||||||
Subscription agreement, possible increased amount | $ 50,000,000 | ||||||||
Common/Preferred Investor | Hennessy Capital | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 25,000,000 | ||||||||
Backstop purchase agreement, maximum purchase amount | $ 25,000,000 | ||||||||
Backstop purchase agreement, maximum purchase amount (in dollars per share) | $ 10 | ||||||||
Backstop private placement, price per share (in dollars per share) | $ 10 | ||||||||
Shares acquired (in shares) | 2,500,000 | ||||||||
Common/Preferred Investor | Hennessy Capital | Series A Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 10,000,000 | ||||||||
Backstop private placement (in shares) | 100,000 | ||||||||
Backstop private placement | $ 10,000,000 | ||||||||
Shares acquired (in shares) | 100,000 | ||||||||
Hennessy Capital | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares redeemed (in shares) | 7,494,700 | ||||||||
Shares redeemed, value | $ 75,000,000 | ||||||||
The Traxis Group B.V. | ASP BB Holdings LLC | Blue Bird Corporation | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 125,700,000 | ||||||||
Number of shares acquired | 5,000,000 | 7,000,000 | 12,000,000 | ||||||
Price per share acquired (in dollars per share) | $ 11 | $ 11 | $ 10.10 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 54,379 | $ 40,940 |
Work in process | 14,660 | 10,011 |
Finished goods | 7,116 | 2,855 |
Total inventory | $ 76,155 | $ 53,806 |
Property, Plant and Equipment55
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 104,293 | $ 97,255 | |
Accumulated depreciation and amortization | (69,585) | (63,789) | |
Property, plant and equipment, net | 34,708 | 33,466 | |
Depreciation | 6,200 | 6,100 | $ 6,900 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,187 | 1,187 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 18,420 | 14,596 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 63,988 | 60,839 | |
Office furniture, equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,389 | 1,389 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16,765 | 14,591 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,544 | $ 4,653 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Goodwill [Line Items] | ||
Gross Goodwill | $ 18,825 | $ 18,825 |
Accumulated Impairments | 0 | 0 |
Net Goodwill | 18,825 | 18,825 |
Bus | ||
Goodwill [Line Items] | ||
Gross Goodwill | 15,139 | 15,139 |
Accumulated Impairments | 0 | 0 |
Net Goodwill | 15,139 | 15,139 |
Parts | ||
Goodwill [Line Items] | ||
Gross Goodwill | 3,686 | 3,686 |
Accumulated Impairments | 0 | 0 |
Net Goodwill | $ 3,686 | $ 3,686 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 38,407 | $ 38,407 |
Gross Carrying Amount | 78,223 | 78,223 |
Accumulated Amortization | 20,742 | 18,732 |
Total | 17,665 | 19,675 |
Total | 57,481 | 59,491 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Nonamortized intangible assets | 39,816 | 39,816 |
Engineering designs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 982 | 982 |
Accumulated Amortization | 141 | 0 |
Total | 841 | 982 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 37,425 | 37,425 |
Accumulated Amortization | 20,601 | 18,732 |
Total | $ 16,824 | $ 18,693 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense for intangible assets | $ 2 | $ 1.9 | $ 1.9 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 20 years | ||
Engineering designs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 7 years |
Other Intangible Assets Schedul
Other Intangible Assets Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense, 2018 | $ 2,009 | |
Amortization expense, 2019 | 2,009 | |
Amortization expense, 2020 | 2,009 | |
Amortization expense, 2021 | 2,009 | |
Amortization expense, 2022 | 2,009 | |
Amortization expense, thereafter | 7,620 | |
Total | $ 17,665 | $ 19,675 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Debt Instrument [Line Items] | ||
Less: Current portion of long-term debt | $ 8,000 | $ 11,750 |
Long-term debt, net of current portion | 143,224 | 140,366 |
Senior Term Loan | Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
2020 senior term loan, net of deferred financing costs of $0,00 and $9,384, respectively | 151,224 | 0 |
Senior Term Loan | Senior Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
2020 senior term loan, net of deferred financing costs of $0,00 and $9,384, respectively | $ 0 | $ 152,116 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 |
Debt Instrument [Line Items] | ||||
Loss on debt extinguishment | $ (10,100) | $ (10,142) | $ 0 | $ 0 |
Interest expense | 7,300 | 16,400 | $ 19,100 | |
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 235,000 | |||
Debt term | 5 years | |||
Discount and issuance costs | $ 3,300 | |||
Term Loan | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Face amount | 160,000 | |||
Senior Term Loan | Senior Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 154,000 | $ 161,500 | ||
Stated interest rate (as a percent) | 2.80% | 6.50% | ||
Weighted average interest rate (as a percent) | 4.50% | 8.30% | ||
Revolving Credit Facility | Credit Facility | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 75,000 | |||
Letters of Credit | Credit Facility | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 15,000 | |||
Letters of Credit | Credit Facility | Senior Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit, amount outstanding | $ 7,700 | |||
Remaining borrowing capacity | $ 67,300 | |||
Swingline Credit Facility [Member] | Credit Facility | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 5,000 |
Debt Debt - Covenants (Details)
Debt Debt - Covenants (Details) - Term Loan - Credit Agreement | Dec. 12, 2016 |
Less than 2.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 0.75% |
Less than 2.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.75% |
Greater than or equal to 2.00x and less than 2.50x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.00% |
Greater than or equal to 2.00x and less than 2.50x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.00% |
Greater than or equal to 2.50x and less than 3.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.25% |
Greater than or equal to 2.50x and less than 3.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.25% |
Greater than or equal to 3.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
Greater than or equal to 3.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.50% |
Debt - Maturity Schedule (Detai
Debt - Maturity Schedule (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2,018 | $ 8,000 |
2,019 | 8,000 |
2,020 | 11,000 |
2,021 | 15,000 |
2,022 | 112,000 |
Total debt | $ 154,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal tax credit carryforward | $ 0.5 | ||
Effective tax rate (as a percent) | 31.70% | 57.90% | 26.30% |
Statutory Federal income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Adjustments for changes in assumptions in utilization of foreign tax credits | $ 1.7 | ||
Unrecognized tax benefits | 6.4 | $ 6.4 | |
Accrued interest and penalties | $ 2.9 | $ 2.1 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Current tax provision: | |||
Federal | $ 11,681 | $ (3,192) | $ 12,757 |
State | 1,353 | 224 | 311 |
Current income tax (benefit) expense | 13,034 | (2,968) | 13,068 |
Deferred tax provision: | |||
Federal | (767) | 9,052 | (6,903) |
State | (435) | (95) | (1,723) |
Deferred income tax (benefit) expense | (1,202) | 8,957 | (8,626) |
Income tax expense | $ 11,832 | $ 5,989 | $ 4,442 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal taxes at statutory rate | $ 13,050 | $ 3,619 | $ 5,904 |
State taxes, net | 307 | (20) | (949) |
Change in uncertain tax positions | 651 | 821 | 833 |
Share-based compensation | (210) | 1,001 | 0 |
Permanent items | (701) | (84) | (954) |
Valuation allowance | 90 | 27 | (1) |
Tax credits | (530) | (470) | (90) |
Return to accrual true-ups | (646) | (78) | (386) |
Investor tax on non-consolidated affiliate income | (271) | 582 | 425 |
Tax rate adjustments | 144 | 535 | (1,854) |
Transaction costs | 0 | 0 | 1,364 |
Other | (52) | 56 | 150 |
Income tax expense | $ 11,832 | $ 5,989 | $ 4,442 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Deferred tax liabilities | ||
Property, plant and equipment | $ (2,282) | $ (2,438) |
Other intangible assets | (18,030) | (17,275) |
Investor tax on non-consolidated affiliate income | (2,230) | (2,453) |
Other assets | (527) | (520) |
Total deferred tax liabilities | (23,069) | (22,686) |
Deferred tax assets | ||
NOL carryforward | 550 | 632 |
Accrued expenses | 9,575 | 9,310 |
Indirect effect of uncertain tax position | 2,869 | 2,747 |
Compensation | 14,095 | 21,545 |
Inventories | 1,576 | 1,081 |
Unearned income | 4,000 | 3,492 |
Tax credits | 2,809 | 3,517 |
Total deferred tax assets | 35,474 | 42,324 |
Less: valuation allowance | (650) | (558) |
Deferred tax assets less valuation allowance | 34,824 | 41,766 |
Net deferred tax assets | $ 11,755 | $ 19,080 |
Guarantees, Commitments and C68
Guarantees, Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Operating Leased Assets [Line Items] | |||
Accrual for environmental loss contingencies, discount rate (as a percent) | 11.00% | ||
Accrual for environmental loss contingencies | $ 500 | $ 600 | |
Period for aggregate undiscounted amount | 10 years | ||
Accrual for environmental loss contingencies, gross | $ 1,000 | ||
Accrual for Environmental Loss Contingencies, Fiscal Year Maturity [Abstract] | |||
2,017 | 100 | ||
2,018 | 100 | ||
2,019 | 100 | ||
2,020 | 100 | ||
2,021 | 100 | ||
Thereafter | 500 | ||
Rent expense | 1,300 | $ 1,200 | $ 1,500 |
Commitments for future production material | $ 0 | ||
Minimum | |||
Operating Leased Assets [Line Items] | |||
Lease term | 1 year 11 months 11 days | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Lease term | 5 years 4 months |
Guarantees, Commitments and C69
Guarantees, Commitments and Contingencies - Future Minimum Operating Lease Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 672 |
2,019 | 375 |
2,020 | 50 |
2,021 | 11 |
2,022 | 0 |
Thereafter | 3 |
Future minimum lease payments under operating leases | $ 1,111 |
Guarantees, Commitments and C70
Guarantees, Commitments and Contingencies - Schedule of Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Leased property under capital leases | $ 1,071 | $ 1,071 |
Accumulated amortization | (715) | (554) |
Leased property under capital leases, net | $ 356 | $ 517 |
Guarantees, Commitments and C71
Guarantees, Commitments and Contingencies - Future Minimum Capital Lease Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 178 |
2,019 | 176 |
2,020 | 18 |
2,021 | 18 |
2,022 | 18 |
Thereafter | 6 |
Total minimum lease payments | 414 |
Amount of lease payments representing interest | (35) |
Present value of future minimum capital lease payments | 379 |
Current obligations under capital leases | 158 |
Long-term obligations under capital leases | $ 221 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017USD ($)segment | Oct. 01, 2016USD ($) | Oct. 03, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | segment | 2 | ||
Net sales | $ 990,602 | $ 932,010 | $ 919,128 |
Gross profit | 127,368 | 129,356 | 120,395 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 878,631 | 838,418 | 861,258 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Net sales | 104,016 | 83,669 | 49,847 |
Rest of world | |||
Segment Reporting Information [Line Items] | |||
Net sales | 7,955 | 9,923 | 8,023 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 990,602 | 932,010 | 919,128 |
Gross profit | 127,368 | 129,356 | 120,395 |
Operating Segments | Bus | |||
Segment Reporting Information [Line Items] | |||
Net sales | 930,738 | 876,087 | 861,665 |
Gross profit | 106,462 | 108,232 | 99,341 |
Operating Segments | Parts | |||
Segment Reporting Information [Line Items] | |||
Net sales | 59,864 | 55,923 | 57,463 |
Gross profit | $ 20,906 | $ 21,124 | $ 21,054 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Gross Profit (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment gross profit | $ 127,368 | $ 129,356 | $ 120,395 | |
Selling, general and administrative expenses | (72,831) | (102,711) | (84,561) | |
Interest expense | (7,251) | (16,412) | (19,078) | |
Interest income | 140 | 133 | 113 | |
Other income (expense), net | 1 | (26) | 0 | |
Loss on debt extinguishment | $ (10,100) | (10,142) | 0 | 0 |
Income before income taxes | 37,285 | 10,340 | 16,869 | |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment gross profit | 127,368 | 129,356 | 120,395 | |
Segment Reconciling Items | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Selling, general and administrative expenses | (72,831) | (102,711) | (84,561) | |
Interest expense | (7,251) | (16,412) | (19,078) | |
Interest income | 140 | 133 | 113 | |
Other income (expense), net | $ 1 | $ (26) | $ 0 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 23, 2017 | Feb. 24, 2015 | Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 |
Class of Stock [Line Items] | |||||
Shares authorized | 110,000,000 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Cash dividends | $ (4.3) | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Common shares sold in private placement (in shares) | 2,500,000 | ||||
Shares issued in private placement, price per share (in dollars per share) | $ 10 | ||||
Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||
Issuance of stock (in shares) | 500,000 | ||||
Shares repurchased during period | 100,000 | ||||
Liquidation preference per share (in dollars per share) | $ 100 | ||||
Series A Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||
Shares of common stock issued upon conversion | 8.6 | ||||
Conversion price (in dollars per share) | $ 11.59 | ||||
Dividend rate (as a percent) | 7.625% | 7.625% | |||
Undesignated Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 8,000,000 | ||||
School Bus Holdings, Inc. | |||||
Class of Stock [Line Items] | |||||
Shares issued for acquisition (in shares) | 12,000,000 | ||||
Hennessy Capital | Common Stock | Backstop Commitment Investor | |||||
Class of Stock [Line Items] | |||||
Shares acquired (in shares) | 102,750 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Issuance of stock (in shares) | 2,500,000 | ||||
Shares repurchased during period | 864,752 | 10,000,000 | |||
Series A Preferred Stock dividend - Common Stock (in shares) | 0 | 95,934 | 182,088 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrants (Details) | 12 Months Ended | ||
Sep. 30, 2017$ / shares$ / warrantshares | Mar. 17, 2015shares | Mar. 02, 2015shares | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 4,925,186 | ||
Number of shares received from exercise of each warrant (in shares) | 2,462,593 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 8,809,538 | ||
Number of shares received from exercise of each warrant (in shares) | 0.5 | 0.1 | |
Exercise price of warrant (in dollars per warrant) | $ / warrant | 5.75 | ||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 | ||
Expiration period | 5 years | ||
Common stock trigger price (in dollars per share) | $ / shares | $ 24 | ||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Shares withdrawn to shares tendered, ratio | 0.10 | ||
Number of warrants tendered (in shares) | 2,690,462 | ||
Number of shares of common stock issued for warrants (in shares) | 269,046 | ||
Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 2,690,462 | ||
Number of shares received from exercise of each warrant (in shares) | 0.5 | ||
Exercise price of warrant (in dollars per warrant) | $ / warrant | 5.75 | ||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | ||
Number of warrants tendered (in shares) | 9,434,538 | ||
Number of shares of common stock issued for warrants (in shares) | 943,454 | ||
Maximum | Warrant Exchange | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 5,750,000 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Schedule of Earnings Per Share, Including Dilutive Securities [Line Items] | |||
Net income | $ 28,801 | $ 6,900 | $ 14,932 |
Income (loss) from discontinued operations, net of tax | 41 | (328) | (129) |
Income from continuing operations, net of tax | 28,760 | 7,228 | 15,061 |
Less: preferred stock dividends | 4,261 | 3,878 | 2,438 |
Less: preferred stock repurchase | 6,091 | 0 | 0 |
Income from continuing operations available to common stockholders, net of tax | $ 18,408 | $ 3,350 | $ 12,623 |
Basic weighted average shares outstanding | 23,343,772 | 21,252,616 | 21,182,885 |
Basic earnings per share, continuing operations (in dollars per share) | $ 0.79 | $ 0.16 | $ 0.60 |
Basic earnings per share, discontinued operations (in dollars per share) | 0 | (0.02) | (0.01) |
Basic earnings per share (in dollars per share) | $ 0.79 | $ 0.14 | $ 0.59 |
Effect of dilutive securities: | |||
Convertible Preferred Stock - if converted (in shares) | 0 | 0 | 4,314,064 |
Warrants (in shares) | 1,280,265 | 0 | 0 |
Diluted weighted average shares outstanding | 24,877,729 | 21,315,619 | 25,497,602 |
Diluted earnings per share, continuing operations (in dollars per share) | $ 0.74 | $ 0.16 | $ 0.59 |
Diluted earnings per share, discontinued operations (in dollars per share) | 0 | (0.02) | 0 |
Diluted earnings per share (in dollars per share) | $ 0.74 | $ 0.14 | $ 0.59 |
Restricted stock | |||
Effect of dilutive securities: | |||
Dilutive securities related to share based compensation (in shares) | 19,073 | 60,401 | 653 |
Non-qualified stock options | |||
Effect of dilutive securities: | |||
Dilutive securities related to share based compensation (in shares) | 234,619 | 2,602 | 0 |
Convertible Preferred Stock | |||
Effect of dilutive securities: | |||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 4,302,212 | 4,314,064 | |
Common Stock | |||
Effect of dilutive securities: | |||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 12,295 | 173,009 | 311,809 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Feb. 28, 2015 | Jun. 30, 2014 | Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized to be granted under Omnibus Equity Incentive Plan | 3,700,000 | |||||
Stock-based compensation | $ 400 | $ 4,000 | $ 700 | |||
Tax benefit from compensation expense | $ 100 | 1,400 | 200 | |||
Unrecognized compensation expense, period for recognition | 3 months | |||||
Weighted average remaining contractual term | 7 years 7 months 5 days | |||||
Aggregate intrinsic value | $ 5,300 | |||||
Aggregate intrinsic value of options exercised during period | 2,300 | 1,000 | ||||
Contributions from former majority stockholder | $ 0 | $ 16,971 | $ 13,550 | |||
Restricted Stock and Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value of restricted stock awards | $ 15.82 | $ 10.82 | $ 13.18 | |||
Stock-based compensation | $ 800 | $ 8,700 | $ 900 | |||
Tax benefit from compensation expense | 300 | $ 3,000 | $ 300 | |||
Unrecognized compensation expense | $ 0 | |||||
Unrecognized compensation expense, period for recognition | 4 months | |||||
Phantom award | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Phantom awards plan payment approved | $ 17,100 | $ 13,800 | $ 24,700 | |||
Contributions from former majority stockholder | $ 17,000 | $ 13,600 | ||||
Grant date fair value of awards granted in period | $ 9,900 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Stock and Unit Activity (Details) - Restricted Stock and Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Number of Shares | |||
Unvested shares, beginning of year (in shares) | 0 | ||
Granted (in shares) | 77,451 | ||
Forfeited (in shares) | (1,861) | ||
Unvested shares, end of year (in shares) | 75,590 | 0 | |
Weighted-Average Grant Date Fair Value | |||
Unvested shares, beginning of year (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 15.82 | $ 10.82 | $ 13.18 |
Forfeited (in dollars per share) | 15.50 | ||
Unvested shares, end of year (in dollars per share) | $ 15.83 | $ 0 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Number of Options | |||
Outstanding at beginning of period (in shares) | 918,749 | ||
Granted (in shares) | 133,484 | ||
Exercised (in shares) | (418,148) | 0 | |
Forfeited (in shares) | (10,123) | ||
Outstanding at end of period (in shares) | 623,962 | 918,749 | |
Fully vested and expected to vest (in shares) | 500,601 | ||
Weighted Average Exercise Price per Share ($) | |||
Outstanding at beginning of period (in dollars per share) | $ 10.08 | ||
Granted (in dollars per share) | 15.50 | ||
Exercised (in dollars per share) | 10.08 | ||
Forfeited (in dollars per share) | 15.50 | ||
Outstanding at end of period (in dollars per share) | $ 11.15 | $ 10.08 | |
Aggregate intrinsic value of options exercised during period | $ 2,300 | $ 1,000 | |
Fully vested and expected to vest (in dollars per share) | $ 10.07 | ||
Weighted average remaining contractual term | 7 years 7 months 5 days | ||
Aggregate intrinsic value | $ 5,300 | ||
Unrecognized compensation costs | 200 | ||
Stock-based compensation | $ 400 | $ 4,000 | $ 700 |
Share Based Compensation - Fair
Share Based Compensation - Fair Value Assumptions (Details) - Options - $ / shares | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 33.70% | 33.70% | 40.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.90% | 1.70% | 1.70% |
Expected Term | 5 years 6 months | 4 years 8 months 12 days | 6 years |
Weighted-average grant-date fair value (in dollars per share) | $ 5.35 | $ 3.72 | $ 4.14 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' contribution | 50.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Employer discretionary contribution amount | $ 1,900 | $ 1,700 | $ 1,700 |
Medical, dental and accident and sickness benefit expense | 13,600 | 12,300 | 10,000 |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contribution | 5,414 | 5,305 | |
Benefits paid | 6,937 | 6,253 | |
Benefit obligation | 144,737 | 157,030 | $ 142,798 |
Estimated net loss to be amortized from accumulated other comprehensive loss over next fiscal year | 3,500 | ||
Estimated future employer contributions in next fiscal year | 5,900 | ||
Employee Compensation Plan | Management | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Bonus liabilities | $ 3,500 | $ 5,600 |
Benefit Plans - Projected Benef
Benefit Plans - Projected Benefit Obligation (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Change in benefit obligation | |||
Projected benefit obligation balance, beginning of year | $ 157,030 | $ 142,798 | |
Interest cost | 5,063 | 5,643 | $ 5,707 |
Assumption changes | (9,621) | 14,402 | |
Actuarial gain | (798) | 440 | |
Benefits paid | (6,937) | (6,253) | |
Projected benefit obligations balance, end of year | $ 144,737 | $ 157,030 | $ 142,798 |
Benefit Plans - Change in Plan
Benefit Plans - Change in Plan Assets (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Change in plan assets | ||
Fair value of plan assets, beginning of year | $ 100,662 | $ 96,371 |
Actual return on plan assets | 14,702 | 6,337 |
Employer contribution | 5,414 | 5,305 |
Expenses | (1,530) | (1,098) |
Benefits paid | (6,937) | (6,253) |
Fair value of plan assets, end of year | $ 112,311 | $ 100,662 |
Benefit Plans - Net Funded Stat
Benefit Plans - Net Funded Status (Details) - Pension Plan - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation | $ 144,737 | $ 157,030 | $ 142,798 |
Fair value of plan assets | 112,311 | 100,662 | $ 96,371 |
Funded status | (32,426) | (56,368) | |
Net pension liability recognized | $ (32,426) | $ (56,368) |
Benefit Plans - Fair Value of P
Benefit Plans - Fair Value of Plan Assets (Details) - Pension Plan - USD ($) $ in Thousands | Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 112,311 | $ 100,662 | $ 96,371 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 112,311 | 100,662 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 80,795 | 58,904 | |
Equity securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Equity securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 80,795 | 58,904 | |
Equity securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 31,516 | 41,758 | |
Debt securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Debt securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 31,516 | 41,758 | |
Debt securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
Benefit Plans - Amounts Recogni
Benefit Plans - Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net (gain) loss | $ 28,801 | $ 6,900 | $ 14,932 |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 5,063 | 5,643 | 5,707 |
Expected return on plan assets | (6,358) | (6,112) | (6,443) |
Amortization of net loss | 6,291 | 4,787 | 3,567 |
Net periodic benefit cost | 4,996 | 4,318 | 2,831 |
Net (gain) loss | (17,232) | 15,716 | 11,797 |
Amortization of net loss | (6,291) | (4,787) | (3,567) |
Total (gain) loss recognized in other comprehensive income | (23,523) | 10,929 | 8,230 |
Total (gain) loss recognized in net periodic pension benefit cost and other comprehensive income | $ (18,527) | $ 15,247 | $ 11,061 |
Benefit Plans - Assumptions Use
Benefit Plans - Assumptions Used to Determine Benefit Obligations (Details) | Sep. 30, 2017 | Oct. 01, 2016 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.85% | 3.30% |
Benefit Plans - Assumptions U88
Benefit Plans - Assumptions Used to Determine Net Benefit Cost (Details) - Pension Plan | 12 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.30% | 4.05% |
Expected long-term return on plan assets | 6.37% | 6.37% |
Benefit Plans - Weighted Averag
Benefit Plans - Weighted Average Asset Allocations (Details) - Pension Plan | Sep. 30, 2017 | Oct. 01, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average allocations of plan assets | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average allocations of plan assets | 72.00% | 59.00% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average allocations of plan assets | 28.00% | 41.00% |
Benefit Plans - Expected Benefi
Benefit Plans - Expected Benefit Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Retirement Benefits [Abstract] | |
2,018 | $ 7,499 |
2,019 | 7,653 |
2,020 | 7,750 |
2,021 | 7,930 |
2,022 | 8,137 |
2023 - 2027 | 42,869 |
Total expected future benefit payments | $ 81,838 |
Equity Investment in Affiliate
Equity Investment in Affiliate - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Jul. 02, 2016USD ($) | Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Oct. 03, 2015USD ($) | Oct. 14, 2009manufacturer | |
Schedule of Equity Method Investments [Line Items] | |||||
Number of manufacturers before venture | manufacturer | 2 | ||||
Equity investment in affiliate | $ 11,625 | $ 12,944 | |||
Equity in net income of non-consolidated affiliate | $ 3,307 | 2,877 | $ 2,634 | ||
Micro Bird Holdings, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest in equity method investment (as a percent) | 50.00% | ||||
Equity investment in affiliate | $ 11,600 | 12,900 | |||
Proceeds from Equity Method Investment, Distribution | $ 2,300 | 4,600 | |||
Equity in net income of non-consolidated affiliate | $ 3,300 | $ 2,900 | $ 2,600 |
Foreign Exchange Contracts (Det
Foreign Exchange Contracts (Details) - Foreign Exchange Contract - Cash Flow Hedging - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of loss recognized in income on derivatives (effective portion) | $ 344 | $ (236) |
Total amount recognized in other comprehensive loss | 20 | (20) |
Other Current Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of foreign exchange contract | 0 | (200) |
Net sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (gain) loss reclassified from AOCI into income (effective portion) | (97) | 440 |
Other expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (gain) loss reclassified from AOCI into income (effective portion) | $ (227) | $ (224) |
Accumulated Other Comprehensi93
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | $ (86,974) | ||
Balance, ending period | (58,510) | $ (86,974) | |
Total AOCI | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | (58,891) | (51,774) | $ (46,568) |
Other comprehensive income (loss), gross | 17,576 | (15,952) | (11,797) |
Amounts reclassified from other comprehensive income and included in earnings | 5,967 | 5,003 | 3,567 |
Total other comprehensive income (loss), before taxes | 23,543 | (10,949) | (8,230) |
Income tax benefit (expense) | (8,527) | 3,832 | 3,024 |
Balance, ending period | (43,875) | (58,891) | (51,774) |
Defined Benefit Pension Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | (58,878) | (51,774) | (46,568) |
Other comprehensive income (loss), gross | 17,232 | (15,716) | (11,797) |
Amounts reclassified from other comprehensive income and included in earnings | 6,291 | 4,787 | 3,567 |
Total other comprehensive income (loss), before taxes | 23,523 | (10,929) | (8,230) |
Income tax benefit (expense) | (8,520) | 3,825 | 3,024 |
Balance, ending period | (43,875) | (58,878) | (51,774) |
Cash Flow Hedges (Effective Portion) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | (13) | 0 | 0 |
Other comprehensive income (loss), gross | 344 | (236) | 0 |
Amounts reclassified from other comprehensive income and included in earnings | (324) | 216 | 0 |
Total other comprehensive income (loss), before taxes | 20 | (20) | 0 |
Income tax benefit (expense) | (7) | 7 | 0 |
Balance, ending period | $ 0 | $ (13) | $ 0 |
Schedule II - Valuation and Q94
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Oct. 03, 2015 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 100 | $ 105 | $ 71 |
Charges to Expense/(Income) | 0 | (5) | 34 |
Doubtful Accounts Written Off, Net | 0 | 0 | 0 |
Ending Balance | 100 | 100 | 105 |
Deferred Tax Valuation Allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 558 | 671 | 672 |
Charges to Expense/(Income) | 92 | (86) | 0 |
Doubtful Accounts Written Off, Net | 0 | (27) | (1) |
Ending Balance | $ 650 | $ 558 | $ 671 |