Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jan. 01, 2022 | Feb. 04, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 1, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36267 | |
Entity Registrant Name | BLUE BIRD CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3891989 | |
Entity Address, Address Line One | 3920 Arkwright Road | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Macon | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 31210 | |
City Area Code | 478 | |
Local Phone Number | 822-2801 | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Trading Symbol | BLBD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,975,274 | |
Entity Central Index Key | 0001589526 | |
Current Fiscal Year End Date | --10-01 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 01, 2022 | Oct. 02, 2021 |
Current assets | ||
Cash and cash equivalents | $ 4,069 | $ 11,709 |
Accounts receivable, net | 6,140 | 9,967 |
Inventories | 141,953 | 125,206 |
Other current assets | 12,044 | 9,191 |
Total current assets | 164,206 | 156,073 |
Property, plant and equipment, net | 104,675 | 105,482 |
Goodwill | 18,825 | 18,825 |
Intangible assets, net | 48,940 | 49,443 |
Equity investment in affiliate | 13,916 | 14,817 |
Deferred tax assets | 6,117 | 4,413 |
Finance lease right-of-use assets | 5,111 | 5,486 |
Other assets | 2,258 | 1,481 |
Total assets | 364,048 | 356,020 |
Current liabilities | ||
Accounts payable | 61,410 | 72,270 |
Warranty | 6,821 | 7,385 |
Accrued expenses | 14,083 | 12,267 |
Deferred warranty income | 7,493 | 7,832 |
Finance lease obligations | 1,340 | 1,327 |
Other current liabilities | 5,090 | 8,851 |
Current portion of long-term debt | 16,088 | 14,850 |
Total current liabilities | 112,325 | 124,782 |
Long-term liabilities | ||
Revolving credit facility | 5,000 | 45,000 |
Long-term debt | 144,181 | 149,573 |
Warranty | 10,431 | 11,165 |
Deferred warranty income | 11,595 | 12,312 |
Deferred tax liabilities | 3,743 | 3,673 |
Finance lease obligations | 4,197 | 4,538 |
Other liabilities | 12,393 | 14,882 |
Pension | 21,720 | 22,751 |
Total long-term liabilities | 213,260 | 263,894 |
Guarantees, commitments and contingencies (Note 6) | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at January 1, 2022 and October 2, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,975,274 and 27,205,269 shares outstanding at January 1, 2022 and October 2, 2021, respectively | 3 | 3 |
Additional paid-in capital | 171,150 | 96,170 |
Accumulated deficit | (37,835) | (33,753) |
Accumulated other comprehensive loss | (44,573) | (44,794) |
Treasury stock, at cost, 1,782,568 shares at January 1, 2022 and October 2, 2021 | (50,282) | (50,282) |
Total stockholders' equity (deficit) | 38,463 | (32,656) |
Total liabilities and stockholders' equity (deficit) | $ 364,048 | $ 356,020 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 01, 2022 | Oct. 02, 2021 |
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 Outstanding | 0 | 0 |
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 Outstanding | 31,975,274 | 27,205,269 |
Treasury Stock, Common, Shares | 1,782,568 | 1,782,568 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 129,223 | $ 130,434 |
Cost of goods sold | 113,026 | 115,966 |
Gross profit | 16,197 | 14,468 |
Operating expenses | ||
Selling, general and administrative expenses | 18,233 | 14,690 |
Operating loss | (2,036) | (222) |
Interest expense | (3,082) | (1,930) |
Interest income | 0 | 1 |
Other income, net | 736 | 643 |
Loss on debt modification | (561) | (598) |
Loss before income taxes | (4,943) | (2,106) |
Income tax benefit | 1,762 | 521 |
Equity in net loss of non-consolidated affiliate | (901) | (29) |
Net loss | $ (4,082) | $ (1,614) |
Loss per share: | ||
Basic weighted average shares outstanding | 28,118,450 | 27,060,259 |
Diluted weighted average shares outstanding | 28,118,450 | 27,060,259 |
Basic earnings per share (in dollars per share) | $ (0.15) | $ (0.06) |
Diluted earnings per share (in dollars per share) | $ (0.15) | $ (0.06) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (4,082) | $ (1,614) |
Other comprehensive income, net of tax: | ||
Net change in defined benefit pension plan | 221 | 353 |
Total other comprehensive income | 221 | 353 |
Comprehensive loss | $ (3,861) | $ (1,261) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (4,082) | $ (1,614) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,288 | 3,471 |
Non-cash interest expense | 1,143 | 563 |
Share-based compensation | 1,673 | 724 |
Equity in net loss of non-consolidated affiliate | 901 | 29 |
Loss (gain) on disposal of fixed assets | 9 | (1) |
Deferred taxes | (1,704) | (106) |
Amortization of deferred actuarial pension losses | 291 | 465 |
Loss on debt modification | 561 | 598 |
Changes in assets and liabilities: | ||
Accounts receivable | 3,827 | 2,721 |
Inventories | (16,747) | (12,618) |
Other assets | (2,554) | 245 |
Accounts payable | (11,115) | (6,545) |
Accrued expenses, pension and other liabilities | (8,568) | 571 |
Total adjustments | (28,995) | (9,883) |
Total cash used in operating activities | (33,077) | (11,497) |
Cash flows from investing activities | ||
Cash paid for fixed assets | (1,570) | (3,317) |
Total cash used in investing activities | (1,570) | (3,317) |
Cash flows from financing activities | ||
Payments of revolving credit facility borrowings | (40,000) | 0 |
Principal payments of senior term loan borrowings | (3,713) | (2,475) |
Principal payments of finance lease borrowings | (328) | (382) |
Cash paid for debt costs | (2,468) | (2,476) |
Proceeds from Private Placement (Note 11) | 75,000 | 0 |
Cash paid for repurchases of common stock in connection with employee stock award exercises | (1,484) | (518) |
Cash received from employee stock option exercises | 0 | 74 |
Total cash provided by (used in) financing activities | 27,007 | (5,777) |
Change in cash and cash equivalents | (7,640) | (20,591) |
Cash and cash equivalents, beginning of period | 11,709 | 44,507 |
Cash and cash equivalents, end of period | 4,069 | 23,916 |
Supplemental disclosures of cash flow information | ||
Interest paid, net of interest received | 3,648 | 3,689 |
Income tax paid (received), net of tax refunds | 0 | 25 |
Non-cash investing and financing activities: | ||
Changes in accounts payable for capital additions to property, plant and equipment | 469 | 340 |
Accrue common stock issuance fees | 178 | 0 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 0 | $ 107 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In-Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock |
Beginning Balance (in shares) at Oct. 03, 2020 | 27,048,404 | 1,782,568 | ||||
Beginning Balance at Oct. 03, 2020 | $ (53,230) | $ 3 | $ 88,910 | $ (58,397) | $ (33,464) | $ (50,282) |
Restricted stock activity (in shares) | 36,404 | |||||
Restricted stock activity | (518) | (518) | ||||
Stock option activity (in shares) | 7,000 | |||||
Stock option activity | 73 | 73 | ||||
Share-based compensation expense | 706 | 706 | ||||
Net loss | (1,614) | (1,614) | ||||
Other comprehensive income, net of tax | 353 | |||||
Other comprehensive income, net of tax | 353 | 353 | ||||
Ending Balance (in shares) at Jan. 02, 2021 | 27,091,808 | 1,782,568 | ||||
Ending Balance at Jan. 02, 2021 | (54,230) | $ 3 | 89,171 | (58,044) | (35,078) | $ (50,282) |
Beginning Balance (in shares) at Oct. 02, 2021 | 27,205,269 | 1,782,568 | ||||
Beginning Balance at Oct. 02, 2021 | (32,656) | $ 3 | 96,170 | (44,794) | (33,753) | $ (50,282) |
Private Placement (Note 11) (in shares) | 4,687,500 | |||||
Private Placement (Note 11) | 74,822 | 74,822 | ||||
Restricted stock activity (in shares) | 82,505 | |||||
Restricted stock activity | (1,484) | (1,484) | ||||
Stock option activity (in shares) | 0 | |||||
Stock option activity | 0 | 0 | ||||
Share-based compensation expense | 1,642 | 1,642 | ||||
Net loss | (4,082) | (4,082) | ||||
Other comprehensive income, net of tax | 221 | 221 | ||||
Ending Balance (in shares) at Jan. 01, 2022 | 31,975,274 | 1,782,568 | ||||
Ending Balance at Jan. 01, 2022 | $ 38,463 | $ 3 | $ 171,150 | $ (44,573) | $ (37,835) | $ (50,282) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Jan. 01, 2022 | |
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 Blue Bird Body Company ("BBBC"), a wholly-owned subsidiary of Blue Bird Corporation, 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 BBBC’s sales are made to an independent distributor network, which in turn sells buses to ultimate end users. References in these notes to condensed consolidated financial statements to “Blue Bird,” the “Company,” “we,” “our,” or “us” relate to Blue Bird Corporation and its wholly-owned subsidiaries, unless the context specifically indicates otherwise. We are headquartered in Macon, Georgia. Basis of Presentation The accompanying unaudited condensed 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and Article 8 of Regulation S-X. The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years. The fiscal years ending October 1, 2022 ("fiscal 2022") and ended October 2, 2021 ("fiscal 2021") consist or consisted of 52 weeks. The first quarters of fiscal 2022 and fiscal 2021 both included 13 weeks. In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for any interim period are not necessarily indicative of the results that may be expected for the entire year. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheet data as of October 2, 2021 was derived from the Company’s audited financial statements but does not include all disclosures required by U.S. GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes as of and for the fiscal year ended October 2, 2021 as set forth in the Company's fiscal 2021 Form 10-K filed on December 15, 2021. COVID-19 Towards the end of our second quarter of the fiscal year that ended October 3, 2020 ("fiscal 2020") and continuing through the first quarter of fiscal 2022, the novel coronavirus known as "COVID-19" spread throughout the world, resulting in a global pandemic. The pandemic has significantly impacted our financial results from the second half of fiscal 2020, continuing throughout the first quarter of fiscal 2022, causing, among other matters, reduced demand for school buses and major supply chain disruptions during portions of this period of time. The continuing development and fluidity of the pandemic and its trailing impact precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity. A prolonged economic downturn resulting from the pandemic would likely have a material adverse impact on our financial results. Use of Estimates and Assumptions The preparation of financial statements in accordance with 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; the allowance for doubtful accounts; potential impairment of long-lived assets, goodwill and intangible assets; and the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events, including the extent and duration of COVID-19 related economic impacts, 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 condensed 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recently Issued Accounting Standards | 3 Months Ended |
Jan. 01, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recently Issued Accounting Standards | 2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards The Company’s significant accounting policies are described in the Company’s fiscal 2021 Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on December 15, 2021. Our senior management has reviewed these significant accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the three months ended January 1, 2022. Recently Issued Accounting Standards ASU 2020-04 On March 12, 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , providing temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR (defined below), which was initially expected to occur on December 31, 2021. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2021-01 On January 7, 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of Accounting Standards Codification Topic ("ASC") 848, Reference Rate Reform , and clarifies some of its guidance as part of the FASB’s ongoing monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The above amendments are effective for all entities from March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments to contract modifications on a (i) full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or (ii) prospective basis from any date within an interim period that includes or is subsequent to March 12, 2020 through the date that the interim financial statements are issued or available to be issued. On March 5, 2021, the Intercontinental Exchange, Inc. ("ICE") Benchmark Administration ("IBA"), the administrator of the United States Dollar London Interbank Offering Rate ("LIBOR"), issued a statement, following the completion of a formal consultation process, reaffirming the preliminary announcement it made on November 30, 2020, to cease publication of (i) 1 week and 2 month LIBOR subsequent to December 31, 2021 and (ii) the overnight and 1, 3, 6 and 12 month LIBOR tenors subsequent to June 30, 2023. The IBA’s statement regarding such cessation dates primarily resulted from a majority of LIBOR panel banks communicating to the IBA that they would be unwilling to continue contributing to the relevant LIBOR settings after such dates. As a result, the IBA determined that it would be unable to publish the relevant LIBOR settings on a representative basis after such dates. The United Kingdom Financial Conduct Authority ("FCA"), which regulates the IBA, confirmed that, based on information it received from LIBOR panel banks, it does not expect that any LIBOR settings will become unrepresentative before the announced cessation dates summarized above. Currently, the Company’s interest rate collar, which is not designated in a hedge accounting relationship, and Amended Credit Agreement (defined below) are the only contracts that reference an interest rate index (i.e., 3 month LIBOR) that is subject to the reference rate reform guidance included in the above amendments. While the termination date of the interest rate collar, September 30, 2022, occurs prior to the July 1, 2023 date on which the IBA will no longer publish 3 month LIBOR, the Amended Credit Agreement matures on September 13, 2023, approximately 2.5 months subsequent to such cessation date. However, as management does not currently forecast that the Company will have sufficient cash to fund the term loan borrowings that are expected to be outstanding under the terms of the Amended Credit Agreement upon maturity, it is expecting to refinance such borrowings prior to maturity, with such refinancing likely to occur before the July 1, 2023 LIBOR cessation date. Therefore, it is highly likely that neither the interest rate collar nor Amended Credit Agreement will be modified to reflect the discontinuation of 3 month LIBOR effective July 1, 2023 and accordingly, the Company will not be required to decide whether or not to elect to adopt such amendments prior to or on December 31, 2022 (i.e., the last effective date for adopting the amendments). However, to the extent that either or both of the contracts are modified prior to December 31, 2022, the Company plans to adopt the amendments on a prospective basis by adjusting the derivative fair value and/or debt effective interest rate, as applicable, neither of which is expected to have a material impact on the consolidated financial statements. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Jan. 01, 2022 | |
Condensed Financial Information [Abstract] | |
Supplemental Financial Information | 3. Supplemental Financial Information Inventories The following table presents the components of inventories at the dates indicated: (in thousands of dollars) January 1, 2022 October 2, 2021 Raw materials $ 102,972 $ 74,862 Work in process 35,187 41,257 Finished goods 3,794 9,087 Total inventories $ 141,953 $ 125,206 Product Warranties The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Balance at beginning of period $ 18,550 $ 21,374 Add current period accruals 1,236 1,303 Current period reductions of accrual (2,534) (2,970) Balance at end of period $ 17,252 $ 19,707 Extended Warranties The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Balance at beginning of period $ 20,144 $ 22,588 Add current period deferred income 939 1,159 Current period recognition of income (1,995) (2,015) Balance at end of period $ 19,088 $ 21,732 The outstanding balance of deferred warranty income in the table above is considered a "contract liability," and represents a performance obligation of the Company that we satisfy over the term of the arrangement but for which we have been paid in full at the time the warranty was sold. We expect to recognize $5.8 million of the outstanding contract liability during the remainder of fiscal 2022, $5.7 million in fiscal 2023, and the remaining balance thereafter. Self-Insurance The following table reflects our total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated: (in thousands of dollars) January 1, 2022 October 2, 2021 Current portion $ 3,194 $ 2,781 Long-term portion 1,801 1,732 Total accrued self-insurance $ 4,995 $ 4,513 The current and long-term portions of the accrued self-insurance liability are reflected in accrued expenses and other liabilities, respectively, on the Condensed Consolidated Balance Sheets. Shipping and Handling Revenues Shipping and handling revenues were $3.4 million and $2.7 million for the three months ended January 1, 2022 and January 2, 2021, respectively. The related cost of goods sold was $3.1 million and $2.4 million for the three months ended January 1, 2022 and January 2, 2021, respectively. Pension Expense Components of net periodic pension benefit (income) expense were as follows for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Interest cost $ 1,092 $ 1,057 Expected return on plan assets (2,122) (1,944) Amortization of prior loss 291 465 Net periodic benefit income $ (739) $ (422) Amortization of prior loss, recognized in other comprehensive income (291) (465) Total recognized in net periodic pension benefit income and other comprehensive income $ (1,030) $ (887) Derivative Instruments We are charged variable rates of interest on our indebtedness outstanding under the Amended Credit Agreement (defined below) which exposes us to fluctuations in interest rates. On October 24, 2018, the Company entered into a four-year interest rate collar with a $150.0 million notional value with an effective date of November 30, 2018. The collar was entered into in order to partially mitigate our exposure to interest rate fluctuations on our variable rate debt. The collar establishes a range whereby we will pay the counterparty if the three month LIBOR rate falls below the established floor rate of 1.5%, and the counterparty will pay us if the three month LIBOR rate exceeds the ceiling rate of 3.3%. The collar settles quarterly through the termination date of September 30, 2022. No payments or receipts are exchanged on the interest rate collar contract unless interest rates rise above or fall below the contracted ceiling or floor rates. During the three months ended January 1, 2022, the three month LIBOR rate fell below the established floor, which required us to make $0.5 million in total cash payments to the counterparty. Changes in the interest rate collar fair value are recorded in interest expense as the collar does not qualify for hedge accounting. At January 1, 2022, the fair value of the interest rate collar contract was $1.2 million and is included in other current liabilities on the Condensed Consolidated Balance Sheets. The fair value of the interest rate collar is a Level 2 fair value measurement, based on quoted prices of similar items in active markets. |
Debt
Debt | 3 Months Ended |
Jan. 01, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt On November 24, 2021, the Company executed a fourth amendment to the Credit Agreement, dated as of December 12, 2016; as amended by the first amendment to the Credit Agreement, dated as of September 13, 2018 (the "First Amended Credit Agreement"), the second amendment to the Credit Agreement, dated as of May 7, 2020 (the "Second Amended Credit Agreement"), and the third amendment to the Credit Agreement, dated as of December 4, 2020 (the "Third Amended Credit Agreement"); and as further amended by the fourth amendment (the "Fourth Amended Credit Agreement" and collectively, the "Amended Credit Agreement"). The Fourth Amended Credit Agreement, among other things, provides for certain temporary amendments to the Credit Agreement from the third amendment effective date through and including (a) April 1, 2023 (the “Amended Limited Availability Period”) or (b) the first date on which BBBC (the "Borrower") elects to terminate the Amended Limited Availability Period, in each case, subject to (x) the absence of a default or event of default and (y) pro forma compliance with the financial covenant performance covenants under the Fourth Amended Credit Agreement. With respect to the financial performance covenants, during the Amended Limited Availability Period for the fiscal quarters ending January 1, 2022 through October 1, 2022, the Total Net Leverage Ratio ("TNLR") requirement is not applicable, although it continues to impact the interest rate that is charged on outstanding borrowings as discussed below. Instead, the minimum consolidated EBITDA that the Company is required to maintain during the Amended Limited Availability Period was updated to include fiscal 2022 as set forth in the table below (in millions): Period Minimum Consolidated EBITDA Fiscal quarter ending January 1, 2022 $14.5 Fiscal quarter ending April 2, 2022 $(4.5) Fiscal quarter ending July 2, 2022 $(6.8) Fiscal quarter ending October 1, 2022 $20.0 However, in the event that Borrower elects to terminate the Amended Limited Availability Period in fiscal 2022, the maximum TNLR permitted is 3.50x. The minimum liquidity (in the form of undrawn availability under the revolving credit facility and unrestricted cash and cash equivalents) that the Company must maintain during the Amended Limited Availability Period was amended as set forth in the table below (in millions): Period Minimum Liquidity Fourth amendment effective date through January 1, 2022 $10.0 January 2, 2022 through April 2, 2022 $5.0 April 3, 2022 through July 2, 2022 $15.0 Thereafter $20.0 Additionally, a new financial performance covenant was added in the Fourth Amended Credit Agreement, requiring that school bus units manufactured by the Company (“Units”) not fall below the pre-set thresholds set forth in the table below on a three month trailing basis (“Units Covenant”). The Units Covenant is triggered only if the Company’s liquidity for the most-recently ended fiscal month is less than $50 million during the Amended Limited Availability Period: Period Minimum Units Manufactured Three month period ending November 27, 2021 1,128 Three month period ending January 1, 2022 776 Three month period ending January 29, 2022 748 Three month period ending February 26, 2022 727 Three month period ending April 2, 2022 763 Three month period ending April 30, 2022 1,111 Three month period ending May 28, 2022 1,525 Three month period ending July 2, 2022 2,053 Three month period ending July30, 2022 2,072 Three month period ending August 27, 2022 2,199 Three month period ending October 1, 2021 2,306 If the Units during any three fiscal month period set forth above is less than the minimum required by the Units Covenant, Borrower may elect to carry forward up to 50% of certain applicable excess Units to satisfy the Units Covenant requirement. However, Borrower may not make such election in two consecutive three fiscal month periods. The pricing grid in the Fourth Amended Credit Agreement, which is based on the TNLR, is determined in accordance with the amended pricing matrix set forth 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 and less than 3.25x 1.50% 2.50% V Greater than or equal to 3.25x and less than 3.50x 1.75% 2.75% VI Greater than or equal to 3.50x and less than 4.50x 2.00% 3.00% VII Greater than or equal to 4.50x and less than 5.00x 3.25% 4.25% VIII Greater than 5.00x 4.25% 5.25% During the Amended Limited Availability Period, the applicable rate for outstanding revolving loans is the sum of the rate determined by the administrative agent in accordance with the pricing grid set forth above, plus 0.50%. Additional allowances were made in the Fourth Amended Credit Agreement for the Company to issue or incur up to $100.0 million of qualified equity interests issued by the Company, unsecured subordinated indebtedness or unsecured convertible indebtedness (collectively, “Junior Capital”). Upon the issuance or incurrence of any Junior Capital, the Company is required to prepay the outstanding revolving loans (with no permanent reduction in the revolving commitments) in an amount equal to the lesser of (a) 100% of the net proceeds from such Junior Capital and (b) the aggregate of revolving exposures then outstanding. Prior to the initial issuance or incurrence of any Junior Capital, any issuance, amendment, renewal, or extension of credit during the Amended Limited Availability Period may not cause the aggregate outstanding Revolving Credit Facility principal to exceed $110.0 million (“Availability Cap”). Following the issuance and sale of $75.0 million of common stock in a private placement transaction on December 15, 2021 (see Note 11 for further details), the Availability Cap was permanently reduced to $100.0 million. For the duration of the Amended Limited Availability Period, the Fourth Amended Credit Agreement sets forth additional monthly reporting requirements in connection with the manufactured school bus units required by the financial performance covenants, when applicable. The Company incurred approximately $2.5 million in lender fees and other issuance costs relating to the fourth amendment. Of such total, approximately $1.1 million and $0.8 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Condensed Consolidated Balance Sheets and will be amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended Credit Agreement. The remaining approximate $0.5 million was recorded to loss on debt modification on the Condensed Consolidated Statements of Operations. In conjunction with executing the fourth amendment, previously capitalized lender fees and other issuance costs incurred in prior periods totaling approximately $0.1 million were also expensed to loss on debt modification on the Condensed Consolidated Statements of Operations. Term debt consisted of the following at the dates indicated: (in thousands of dollars) January 1, 2022 October 2, 2021 2023 term loan, net of deferred financing costs of $2,469 and $2,027, respectively $ 160,269 $ 164,423 Less: current portion of long-term debt 16,088 14,850 Long-term debt, net of current portion $ 144,181 $ 149,573 Term loans are recognized on the Condensed Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement; however, 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 January 1, 2022 and October 2, 2021, $162.7 million and $166.5 million, respectively, were outstanding on the term loans. At January 1, 2022 and October 2, 2021, the stated interest rates on the term loans were 6.0% and 4.0%, respectively. At January 1, 2022 and October 2, 2021, the weighted-average annual effective interest rates for the term loans were 7.2% and 6.0%, respectively, which includes amortization of the deferred financing costs and interest relating to the interest rate collar, as applicable. At January 1, 2022, $6.3 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit. $5.0 million of borrowings were outstanding on the revolving credit facility; therefore, the Company would have been able to borrow $88.7 million on the revolving line of credit. Interest expense on all indebtedness was $3.1 million and $1.9 million for the three months ended January 1, 2022 and January 2, 2021, respectively. The schedule of remaining principal payments through maturity for the term loans is as follows: (in thousands of dollars) Fiscal Year Principal Payments 2022 $ 11,138 2023 151,600 Total remaining principal payments $ 162,738 |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 01, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant infrequent or unusual items that are required to be discretely recognized within the current interim period. The effective tax rates in the periods presented are largely based upon the annual forecasted pre-tax earnings mix and allocation of certain expenses in various taxing jurisdictions where the Company conducts its business, primarily in the United States of America ("U.S."). In periods where our operating income approximates or is equal to break-even, the effective tax rates for quarter-to-date and full-year periods may not be meaningful due to discrete period items. Three Months The effective tax rate for the three months ended January 1, 2022 was 35.6%, which differed from the statutory federal income tax rate of 21%. The difference is mainly due to normal tax rate items, including impacts from state taxes and federal and state tax credits (net of valuation allowances), which was partially offset by discrete period tax expense resulting from net non-deductible compensation expenses and other tax adjustments. The effective tax rate for the three months ended January 2, 2021 was 24.7%, which differed from the statutory federal tax rate of 21%. The difference is mainly due to normal tax rate items, such as the impact from state taxes. |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 3 Months Ended |
Jan. 01, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 6. Guarantees, Commitments and Contingencies Litigation At January 1, 2022, the Company had a number of product liability and other cases pending. Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its positions, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial statements. 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 pending environmental matters will not have a material adverse effect on the Company’s financial statements. Guarantees |
Segment Information
Segment Information | 3 Months Ended |
Jan. 01, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 7. Segment Information We manage our business in two operating segments: (i) the Bus segment, which includes the manufacturing and assembly of buses to be sold to a variety of customers across the U.S., Canada and in international markets; and (ii) the Parts segment, which consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. The tables below present segment net sales and gross profit for the periods presented: Net sales Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Bus (1) $ 112,437 $ 117,834 Parts (1) 16,786 12,600 Segment net sales $ 129,223 $ 130,434 (1) Parts segment revenue includes $0.8 million for each of the three months ended January 1, 2022 and January 2, 2021 related to inter-segment sales of parts that were eliminated by the Bus segment upon consolidation. Gross profit Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Bus $ 9,642 $ 9,710 Parts 6,555 4,758 Segment gross profit $ 16,197 $ 14,468 The following table is a reconciliation of segment gross profit to consolidated loss before income taxes for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Segment gross profit $ 16,197 $ 14,468 Adjustments: Selling, general and administrative expenses (18,233) (14,690) Interest expense (3,082) (1,930) Interest income — 1 Other income, net 736 643 Loss on debt modification (561) (598) Loss before income taxes $ (4,943) $ (2,106) Sales are attributable to geographic areas based on customer location and were as follows for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 United States $ 100,547 $ 119,077 Canada 26,304 10,466 Rest of world 2,372 891 Total net sales $ 129,223 $ 130,434 |
Revenue
Revenue | 3 Months Ended |
Jan. 01, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | 8. Revenue The following table disaggregates revenue by product category for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Diesel buses $ 46,033 $ 59,710 Alternative power buses (1) 57,637 52,301 Other (2) 9,297 6,160 Parts 16,256 12,263 Net sales $ 129,223 $ 130,434 (1) Includes buses sold with any power source other than diesel (e.g., gasoline, propane, compressed natural gas ("CNG") or electric). (2) Includes shipping and handling revenue, extended warranty income, surcharges and chassis and bus shell sales. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Jan. 01, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Loss Per Share The following table presents the loss per share computation for the periods presented: Three Months Ended (in thousands except for share data) January 1, 2022 January 2, 2021 Numerator: Net loss $ (4,082) $ (1,614) Denominator: Weighted-average common shares outstanding 28,118,450 27,060,259 Weighted-average shares and dilutive potential common shares (1) 28,118,450 27,060,259 Loss per share: Basic loss per share $ (0.15) $ (0.06) Diluted loss per share $ (0.15) $ (0.06) (1) Potentially dilutive securities representing 0.4 million and 0.8 million shares of common stock were excluded from the computation of diluted loss per share for the three months ending January 1, 2022 and January 2, 2021, respectively, as their effect would have been antidilutive. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Jan. 01, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 10. Accumulated Other Comprehensive Loss The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented: Three Months Ended (in thousands of dollars) Defined Benefit Pension Plan Total AOCL January 1, 2022 Beginning Balance $ (44,794) $ (44,794) Amounts reclassified and included in earnings 291 291 Total before taxes 291 291 Income taxes (70) (70) Ending Balance January 1, 2022 $ (44,573) $ (44,573) January 2, 2021 Beginning Balance $ (58,397) $ (58,397) Amounts reclassified and included in earnings 465 465 Total before taxes 465 465 Income taxes (112) (112) Ending Balance January 2, 2021 $ (58,044) $ (58,044) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Jan. 01, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 11. Stockholders' Equity (Deficit) Sale of Common Stock On December 15, 2021, the Company issued and sold through a private placement transaction an aggregate 4,687,500 shares of its common stock at $16.00 per share (“Private Placement”) to Coliseum Capital Partners, L.P. and Blackwell Partners LLC - Series A (collectively, “Coliseum”). Subsequent to the sale, Coliseum owns an approximate 15% equity interest in the Company. In connection with the purchase of the shares, Coliseum received customary registration rights and the Company added Adam Gray of Coliseum as a Class II director. The Company used the net proceeds (approximately $74.8 million) from the Private Placement to repay outstanding revolving loans as required by the terms of the Fourth Amended Credit Agreement. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 3 Months Ended |
Jan. 01, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and Article 8 of Regulation S-X. The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years. The fiscal years ending October 1, 2022 ("fiscal 2022") and ended October 2, 2021 ("fiscal 2021") consist or consisted of 52 weeks. The first quarters of fiscal 2022 and fiscal 2021 both included 13 weeks. In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for any interim period are not necessarily indicative of the results that may be expected for the entire year. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheet data as of October 2, 2021 was derived from the Company’s audited financial statements but does not include all disclosures required by U.S. GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes as of and for the fiscal year ended October 2, 2021 as set forth in the Company's fiscal 2021 Form 10-K filed on December 15, 2021. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with 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; the allowance for doubtful accounts; potential impairment of long-lived assets, goodwill and intangible assets; and the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events, including the extent and duration of COVID-19 related economic impacts, 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 condensed 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 |
Recently Issued Accounting Standards and Recently Adopted Accounting Standards | Recently Issued Accounting Standards ASU 2020-04 On March 12, 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , providing temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of LIBOR (defined below), which was initially expected to occur on December 31, 2021. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2021-01 On January 7, 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of Accounting Standards Codification Topic ("ASC") 848, Reference Rate Reform , and clarifies some of its guidance as part of the FASB’s ongoing monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The above amendments are effective for all entities from March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments to contract modifications on a (i) full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or (ii) prospective basis from any date within an interim period that includes or is subsequent to March 12, 2020 through the date that the interim financial statements are issued or available to be issued. On March 5, 2021, the Intercontinental Exchange, Inc. ("ICE") Benchmark Administration ("IBA"), the administrator of the United States Dollar London Interbank Offering Rate ("LIBOR"), issued a statement, following the completion of a formal consultation process, reaffirming the preliminary announcement it made on November 30, 2020, to cease publication of (i) 1 week and 2 month LIBOR subsequent to December 31, 2021 and (ii) the overnight and 1, 3, 6 and 12 month LIBOR tenors subsequent to June 30, 2023. The IBA’s statement regarding such cessation dates primarily resulted from a majority of LIBOR panel banks communicating to the IBA that they would be unwilling to continue contributing to the relevant LIBOR settings after such dates. As a result, the IBA determined that it would be unable to publish the relevant LIBOR settings on a representative basis after such dates. The United Kingdom Financial Conduct Authority ("FCA"), which regulates the IBA, confirmed that, based on information it received from LIBOR panel banks, it does not expect that any LIBOR settings will become unrepresentative before the announced cessation dates summarized above. Currently, the Company’s interest rate collar, which is not designated in a hedge accounting relationship, and Amended Credit Agreement (defined below) are the only contracts that reference an interest rate index (i.e., 3 month LIBOR) that is subject to the reference rate reform guidance included in the above amendments. While the termination date of the interest rate collar, September 30, 2022, occurs prior to the July 1, 2023 date on which the IBA will no longer publish 3 month LIBOR, the Amended Credit Agreement matures on September 13, 2023, approximately 2.5 months subsequent to such cessation date. However, as management does not currently forecast that the Company will have sufficient cash to fund the term loan borrowings that are expected to be outstanding under the terms of the Amended Credit Agreement upon maturity, it is expecting to refinance such borrowings prior to maturity, with such refinancing likely to occur before the July 1, 2023 LIBOR cessation date. Therefore, it is highly likely that neither the interest rate collar nor Amended Credit Agreement will be modified to reflect the discontinuation of 3 month LIBOR effective July 1, 2023 and accordingly, the Company will not be required to decide whether or not to elect to adopt such amendments prior to or on December 31, 2022 (i.e., the last effective date for adopting the amendments). However, to the extent that either or both of the contracts are modified prior to December 31, 2022, the Company plans to adopt the amendments on a prospective basis by adjusting the derivative fair value and/or debt effective interest rate, as applicable, neither of which is expected to have a material impact on the consolidated financial statements. |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 3 Months Ended |
Jan. 01, 2022 | |
Condensed Financial Information [Abstract] | |
Inventories | The following table presents the components of inventories at the dates indicated: (in thousands of dollars) January 1, 2022 October 2, 2021 Raw materials $ 102,972 $ 74,862 Work in process 35,187 41,257 Finished goods 3,794 9,087 Total inventories $ 141,953 $ 125,206 |
Product Warranties | The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Balance at beginning of period $ 18,550 $ 21,374 Add current period accruals 1,236 1,303 Current period reductions of accrual (2,534) (2,970) Balance at end of period $ 17,252 $ 19,707 Extended Warranties The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Balance at beginning of period $ 20,144 $ 22,588 Add current period deferred income 939 1,159 Current period recognition of income (1,995) (2,015) Balance at end of period $ 19,088 $ 21,732 |
Self-Insurance | The following table reflects our total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated: (in thousands of dollars) January 1, 2022 October 2, 2021 Current portion $ 3,194 $ 2,781 Long-term portion 1,801 1,732 Total accrued self-insurance $ 4,995 $ 4,513 |
Pension Expense | Components of net periodic pension benefit (income) expense were as follows for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Interest cost $ 1,092 $ 1,057 Expected return on plan assets (2,122) (1,944) Amortization of prior loss 291 465 Net periodic benefit income $ (739) $ (422) Amortization of prior loss, recognized in other comprehensive income (291) (465) Total recognized in net periodic pension benefit income and other comprehensive income $ (1,030) $ (887) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jan. 01, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Term Debt Instruments | Term debt consisted of the following at the dates indicated: (in thousands of dollars) January 1, 2022 October 2, 2021 2023 term loan, net of deferred financing costs of $2,469 and $2,027, respectively $ 160,269 $ 164,423 Less: current portion of long-term debt 16,088 14,850 Long-term debt, net of current portion $ 144,181 $ 149,573 |
Schedule of Maturities of Long-term Debt | The schedule of remaining principal payments through maturity for the term loans is as follows: (in thousands of dollars) Fiscal Year Principal Payments 2022 $ 11,138 2023 151,600 Total remaining principal payments $ 162,738 |
Schedule of Debt Covenant Requirements | Instead, the minimum consolidated EBITDA that the Company is required to maintain during the Amended Limited Availability Period was updated to include fiscal 2022 as set forth in the table below (in millions): Period Minimum Consolidated EBITDA Fiscal quarter ending January 1, 2022 $14.5 Fiscal quarter ending April 2, 2022 $(4.5) Fiscal quarter ending July 2, 2022 $(6.8) Fiscal quarter ending October 1, 2022 $20.0 The minimum liquidity (in the form of undrawn availability under the revolving credit facility and unrestricted cash and cash equivalents) that the Company must maintain during the Amended Limited Availability Period was amended as set forth in the table below (in millions): Period Minimum Liquidity Fourth amendment effective date through January 1, 2022 $10.0 January 2, 2022 through April 2, 2022 $5.0 April 3, 2022 through July 2, 2022 $15.0 Thereafter $20.0 Period Minimum Units Manufactured Three month period ending November 27, 2021 1,128 Three month period ending January 1, 2022 776 Three month period ending January 29, 2022 748 Three month period ending February 26, 2022 727 Three month period ending April 2, 2022 763 Three month period ending April 30, 2022 1,111 Three month period ending May 28, 2022 1,525 Three month period ending July 2, 2022 2,053 Three month period ending July30, 2022 2,072 Three month period ending August 27, 2022 2,199 Three month period ending October 1, 2021 2,306 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 and less than 3.25x 1.50% 2.50% V Greater than or equal to 3.25x and less than 3.50x 1.75% 2.75% VI Greater than or equal to 3.50x and less than 4.50x 2.00% 3.00% VII Greater than or equal to 4.50x and less than 5.00x 3.25% 4.25% VIII Greater than 5.00x 4.25% 5.25% |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jan. 01, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below present segment net sales and gross profit for the periods presented: Net sales Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Bus (1) $ 112,437 $ 117,834 Parts (1) 16,786 12,600 Segment net sales $ 129,223 $ 130,434 (1) Parts segment revenue includes $0.8 million for each of the three months ended January 1, 2022 and January 2, 2021 related to inter-segment sales of parts that were eliminated by the Bus segment upon consolidation. Gross profit Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Bus $ 9,642 $ 9,710 Parts 6,555 4,758 Segment gross profit $ 16,197 $ 14,468 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table is a reconciliation of segment gross profit to consolidated loss before income taxes for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Segment gross profit $ 16,197 $ 14,468 Adjustments: Selling, general and administrative expenses (18,233) (14,690) Interest expense (3,082) (1,930) Interest income — 1 Other income, net 736 643 Loss on debt modification (561) (598) Loss before income taxes $ (4,943) $ (2,106) |
Revenue from External Customers by Geographic Areas | Sales are attributable to geographic areas based on customer location and were as follows for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 United States $ 100,547 $ 119,077 Canada 26,304 10,466 Rest of world 2,372 891 Total net sales $ 129,223 $ 130,434 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Jan. 01, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenue by product category for the periods presented: Three Months Ended (in thousands of dollars) January 1, 2022 January 2, 2021 Diesel buses $ 46,033 $ 59,710 Alternative power buses (1) 57,637 52,301 Other (2) 9,297 6,160 Parts 16,256 12,263 Net sales $ 129,223 $ 130,434 (1) Includes buses sold with any power source other than diesel (e.g., gasoline, propane, compressed natural gas ("CNG") or electric). |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Jan. 01, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the loss per share computation for the periods presented: Three Months Ended (in thousands except for share data) January 1, 2022 January 2, 2021 Numerator: Net loss $ (4,082) $ (1,614) Denominator: Weighted-average common shares outstanding 28,118,450 27,060,259 Weighted-average shares and dilutive potential common shares (1) 28,118,450 27,060,259 Loss per share: Basic loss per share $ (0.15) $ (0.06) Diluted loss per share $ (0.15) $ (0.06) (1) Potentially dilutive securities representing 0.4 million and 0.8 million shares of common stock were excluded from the computation of diluted loss per share for the three months ending January 1, 2022 and January 2, 2021, respectively, as their effect would have been antidilutive. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Jan. 01, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented: Three Months Ended (in thousands of dollars) Defined Benefit Pension Plan Total AOCL January 1, 2022 Beginning Balance $ (44,794) $ (44,794) Amounts reclassified and included in earnings 291 291 Total before taxes 291 291 Income taxes (70) (70) Ending Balance January 1, 2022 $ (44,573) $ (44,573) January 2, 2021 Beginning Balance $ (58,397) $ (58,397) Amounts reclassified and included in earnings 465 465 Total before taxes 465 465 Income taxes (112) (112) Ending Balance January 2, 2021 $ (58,044) $ (58,044) |
Supplemental Financial Inform_3
Supplemental Financial Information - Inventories (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Oct. 02, 2021 |
Condensed Financial Information [Abstract] | ||
Raw materials | $ 102,972 | $ 74,862 |
Work in process | 35,187 | 41,257 |
Finished goods | 3,794 | 9,087 |
Total inventories | $ 141,953 | $ 125,206 |
Supplemental Financial Inform_4
Supplemental Financial Information - Product Warranty Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 18,550 | $ 21,374 |
Add current period accruals | 1,236 | 1,303 |
Current period reductions of accrual | (2,534) | (2,970) |
Balance at end of period | $ 17,252 | $ 19,707 |
Supplemental Financial Inform_5
Supplemental Financial Information - Extended Warranty Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 20,144 | $ 22,588 |
Add current period deferred income | 939 | 1,159 |
Current period recognition of income | (1,995) | (2,015) |
Balance at end of period | $ 19,088 | $ 21,732 |
Supplemental Financial Inform_6
Supplemental Financial Information Remaining Performance Obligation (Details) $ in Millions | Jan. 01, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 5.8 |
Revenue, performance obligation, (in years) | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 5.7 |
Revenue, performance obligation, (in years) | 1 year |
Supplemental Financial Inform_7
Supplemental Financial Information - Self Insurance (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Oct. 02, 2021 |
Condensed Financial Information [Abstract] | ||
Current portion | $ 3,194 | $ 2,781 |
Long-term portion | 1,801 | 1,732 |
Total accrued self-insurance | $ 4,995 | $ 4,513 |
Supplemental Financial Inform_8
Supplemental Financial Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Product Warranty Liability [Line Items] | ||
Shipping and handling revenues | $ 129,223 | $ 130,434 |
Minimum | ||
Product Warranty Liability [Line Items] | ||
Extended product warranty, period | 2 years | |
Maximum | ||
Product Warranty Liability [Line Items] | ||
Extended product warranty, period | 5 years | |
Shipping and Handling | ||
Product Warranty Liability [Line Items] | ||
Shipping and handling revenues | $ 3,400 | 2,700 |
Shipping and handling cost of goods sold | $ 3,100 | $ 2,400 |
Supplemental Financial Inform_9
Supplemental Financial Information - Pension Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Condensed Financial Information [Abstract] | ||
Interest cost | $ 1,092 | $ 1,057 |
Expected return on plan assets | (2,122) | (1,944) |
Amortization of prior loss | 291 | 465 |
Net periodic benefit income | (739) | (422) |
Amortization of prior loss, recognized in other comprehensive income | (291) | (465) |
Total recognized in net periodic pension benefit income and other comprehensive income | $ (1,030) | $ (887) |
Supplemental Financial Infor_10
Supplemental Financial Information Supplemental Financial Information - Derivative Instruments (Details) - USD ($) $ in Millions | Nov. 30, 2018 | Jan. 01, 2022 |
Derivative [Line Items] | ||
Interest rate collar | 4 years | |
Derivative, notional amount | $ 150 | |
Floor interest rate | 1.50% | |
Ceiling interest rate | 3.30% | |
Fair value of interest rate contract | $ (1.2) | |
Interest Rate Collar | ||
Derivative [Line Items] | ||
Payments for interest rate collar | $ 0.5 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 15, 2021USD ($) | Jan. 01, 2022USD ($) | Jan. 02, 2021USD ($) | Nov. 24, 2021USD ($) | Oct. 02, 2021USD ($) |
Debt Instrument [Line Items] | |||||
Net proceeds from sale of stock | $ 75,000,000 | ||||
Interest expense | $ 3,100,000 | $ 1,900,000 | |||
Line of Credit | Fourth Amendment to Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum TNLR ratio | 3.50 | ||||
Minimum liquidity to avoid trigger of manufacturing covenant | $ 50,000,000 | ||||
Carryforward of minimum units manufactured | 50.00% | ||||
Maximum equity offering | $ 100,000,000 | ||||
Equity proceeds used to repay debt | 100.00% | ||||
Maximum borrowings before equity issuance | $ 110,000,000 | ||||
Maximum borrowing capacity after equity issuance | $ 100,000,000 | ||||
Stated interest rate (as a percent) | 0.50% | ||||
Senior Term Loan | Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 162,700,000 | $ 166,500,000 | |||
Stated interest rate (as a percent) | 6.00% | 4.00% | |||
Weighted average effective interest rate (as a percent) | 7.20% | 6.00% | |||
Revolving Credit Facility | Line of Credit | Third Amendment to the Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Lender fees and other issuance costs | $ 2,500,000 | ||||
Revolving Credit Facility | Line of Credit | Third Amendment to the Credit Agreement | Gain (Loss) o Extinguishment of Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Lender fees and other issuance costs | 500,000 | ||||
Revolving Credit Facility | Line of Credit | Third Amendment to the Credit Agreement | Other Noncurrent Assets | |||||
Debt Instrument [Line Items] | |||||
Lender fees and other issuance costs | 1,100,000 | ||||
Revolving Credit Facility | Line of Credit | Third Amendment to the Credit Agreement | Senior Notes, Noncurrent | |||||
Debt Instrument [Line Items] | |||||
Lender fees and other issuance costs | 800,000 | ||||
Revolving Credit Facility | Line of Credit | Second Amendment to Credit Agreement | Gain (Loss) o Extinguishment of Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Lender fees and other issuance costs | $ 100,000 | ||||
Revolving Credit Facility | Line of Credit | Senior Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 5,000,000 | ||||
Letters of Credit | Line of Credit | Senior Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity | 88,700,000 | ||||
Letters of credit, amount outstanding | $ 6,300,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Oct. 02, 2021 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 16,088 | $ 14,850 |
Long-term debt | 144,181 | 149,573 |
Senior Term Loan | 2023 Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | 160,269 | 164,423 |
Deferred financing costs | $ 2,469 | $ 2,027 |
Debt - Maturity Schedule (Detai
Debt - Maturity Schedule (Details) $ in Thousands | Jan. 01, 2022USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2022 | $ 11,138 |
2023 | 151,600 |
Total debt | $ 162,738 |
Debt - Schedule of Debt Covenan
Debt - Schedule of Debt Covenant Requirements (Details) - Line of Credit - Fourth Amendment to Credit Agreement | Nov. 24, 2021USD ($) |
Limited Availability Period One | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | $ 14.5 |
Minimum Liquidity | 10 |
Minimum Units Manufactured | 1,128 |
Limited Availability Period Two | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | (4.5) |
Minimum Liquidity | 5 |
Minimum Units Manufactured | 776 |
Limited Availability Period Three | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | (6.8) |
Minimum Liquidity | 15 |
Minimum Units Manufactured | 748 |
Limited Availability Period Four | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | 20 |
Minimum Liquidity | 20 |
Minimum Units Manufactured | 727 |
Limited Availability Period Five | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | 763 |
Limited Availability Period Six | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | 1,111 |
Limited Availability Period Seven | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | 1,525 |
Limited Availability Period Eight | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | 2,053 |
Limited Availability Period Nine | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | 2,072 |
Limited Availability Period Ten | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | 2,199 |
Limited Availability Period Eleven | |
Debt Instrument [Line Items] | |
Minimum Units Manufactured | $ 2,306 |
Debt - Covenants (Details)
Debt - Covenants (Details) - Term Loan - Credit Agreement | Nov. 24, 2021 |
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 and less than 3.25x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
Greater than or equal to 3.00x and less than 3.25x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.50% |
Greater than or equal to 3.25x and less than 3.50x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.75% |
Greater than or equal to 3.25x and less than 3.50x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.75% |
Greater than or equal to 3.50x and less than 4.50x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.00% |
Greater than or equal to 3.50x and less than 4.50x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 3.00% |
Greater than or equal to 4.50x and less than 5.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 3.25% |
Greater than or equal to 4.50x and less than 5.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 4.25% |
Greater than 5.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 4.25% |
Greater than 5.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 5.25% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | 35.60% | 24.70% |
Statutory Federal income tax rate (as a percent) | 21.00% | 21.00% |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies Guarantees, Commitments and Contingencies - Narrative (Details) $ in Millions | 3 Months Ended |
Jan. 01, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Maximum exposure of guarantor | $ 3 |
Fair value of guarantees | $ 0.1 |
Remaining maturity on term loan on guarantee (up to) | 1 year |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022USD ($)segment | Jan. 02, 2021USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | segment | 2 | |
Net sales | $ 129,223 | $ 130,434 |
Gross profit | 16,197 | 14,468 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net sales | 100,547 | 119,077 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Net sales | 26,304 | 10,466 |
Rest of world | ||
Segment Reporting Information [Line Items] | ||
Net sales | 2,372 | 891 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Gross profit | 16,197 | 14,468 |
Operating Segments | Bus | ||
Segment Reporting Information [Line Items] | ||
Net sales | 112,437 | 117,834 |
Gross profit | 9,642 | 9,710 |
Operating Segments | Parts | ||
Segment Reporting Information [Line Items] | ||
Net sales | 16,786 | 12,600 |
Gross profit | 6,555 | $ 4,758 |
Intersegment Eliminations | Parts | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 800 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Gross Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment gross profit | $ 16,197 | $ 14,468 |
Selling, general and administrative expenses | (18,233) | (14,690) |
Interest expense | (3,082) | (1,930) |
Interest income | 0 | 1 |
Other income, net | 736 | 643 |
Loss on debt modification | (561) | (598) |
Loss before income taxes | (4,943) | (2,106) |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment gross profit | 16,197 | 14,468 |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Selling, general and administrative expenses | (18,233) | (14,690) |
Interest expense | (3,082) | (1,930) |
Interest income | 0 | 1 |
Other income, net | 736 | 643 |
Loss on debt modification | $ (561) | $ (598) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 129,223 | $ 130,434 |
Diesel buses | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 46,033 | 59,710 |
Alternative fuel buses | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 57,637 | 52,301 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 9,297 | 6,160 |
Parts | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 16,256 | $ 12,263 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (4,082) | $ (1,614) |
Weighted-average common shares outstanding | 28,118,450 | 27,060,259 |
Weighted-average shares and dilutive potential common shares | 28,118,450 | 27,060,259 |
Basic earnings per share (in dollars per share) | $ (0.15) | $ (0.06) |
Diluted earnings per share (in dollars per share) | $ (0.15) | $ (0.06) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 0.4 | 0.8 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ (32,656) | |
Ending Balance | 38,463 | |
Defined Benefit Pension Plan | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (44,794) | $ (58,397) |
Amounts reclassified and included in earnings | 291 | 465 |
Total before taxes | 291 | 465 |
Income taxes | (70) | (112) |
Ending Balance | (44,573) | (58,044) |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (44,794) | (58,397) |
Amounts reclassified and included in earnings | 291 | 465 |
Total before taxes | 291 | 465 |
Income taxes | (70) | (112) |
Ending Balance | $ (44,573) | $ (58,044) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) $ / shares in Units, $ in Millions | Dec. 15, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Net proceeds from sale of stock | $ 75 |
Coliseum | |
Subsidiary, Sale of Stock [Line Items] | |
Equity interest percentage | 15.00% |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Common stock sold (in shares) | shares | 4,687,500 |
Common stock sold, price per share (in USD per share) | $ / shares | $ 16 |
Net proceeds from sale of stock | $ 74.8 |