-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWwBJCRgfmvcl5Z43tG2DxToQDgbYDn6QUdi+ZMlDp3FDX/9EtTi0rt701+0KGt6 c6gk1PsB3Sby3Bckti+Rtg== 0001047469-99-034705.txt : 19990906 0001047469-99-034705.hdr.sgml : 19990906 ACCESSION NUMBER: 0001047469-99-034705 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990731 FILED AS OF DATE: 19990903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE BIRD CORP CENTRAL INDEX KEY: 0000889469 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 133638126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-49544-01 FILM NUMBER: 99705986 BUSINESS ADDRESS: STREET 1: 3920 ARKWRIGHT ROAD CITY: MACON STATE: GA ZIP: 31210 BUSINESS PHONE: 9127577100 MAIL ADDRESS: STREET 2: 3920 ARKWRIGHT RD STE 275 CITY: MACON STATE: GA ZIP: 31210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE BIRD BODY CO CENTRAL INDEX KEY: 0000889468 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 580813156 STATE OF INCORPORATION: GA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-49544 FILM NUMBER: 99705987 BUSINESS ADDRESS: STREET 1: 3920 ARKWRIGHT ROAD STREET 2: SUITE 275 CITY: MACON STATE: GA ZIP: 31210 BUSINESS PHONE: 9127577100 MAIL ADDRESS: STREET 1: 3920 ARKWRIGHT ROAD STREET 2: SUITE 275 CITY: MACON STATE: GA ZIP: 31210 10-Q 1 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q (MARK ONE) /X/ JOINT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JULY 31, 1999 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 33-49544-01 Commission File Number 33-49544 Blue Bird Corporation Blue Bird Body Company - ------------------------------------------- ------------------------------------------- (Exact name of registrant as specified (Exact name of registrant as specified in its charter) in its charter) Delaware Georgia - ------------------------------------------- ------------------------------------------- (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 13-3638126 58-0813156 - ------------------------------------------- ------------------------------------------- (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 3920 Arkwright Road 3920 Arkwright Road Macon, Georgia 31210 Macon, Georgia 31210 - ------------------------------------------- ------------------------------------------- (Address of principal executive (Address of principal executive offices, including zip code) offices, including zip code) (912) 757-7100 (912) 757-7100 - ------------------------------------------- ------------------------------------------- (Registrant's telephone number, (Registrant's telephone number, including area code) including area code)
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes /X/ No / / As of September 1, 1999, 9,204,778 shares of Blue Bird Corporation's common stock and 10 shares of Blue Bird Body Company's common stock were outstanding. BLUE BIRD BODY COMPANY ("BLUE BIRD" OR THE "COMPANY") IS A WHOLLY-OWNED SUBSIDIARY OF BLUE BIRD CORPORATION ("BBC"). BLUE BIRD MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING CERTAIN PORTIONS OF THIS FORM 10-Q APPLICABLE TO IT WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY SUCH GENERAL INSTRUCTION. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BLUE BIRD CORPORATION BLUE BIRD BODY COMPANY QUARTERLY REPORT ON FORM 10-Q FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED JULY 31, 1999 TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE ----- Item 1. Financial Statements: Condensed Consolidated Balance Sheets as of July 31, 1999 and October 31, 1998........................................................................ 1 Condensed Consolidated Statements of Income for the three-month and nine-month periods ended July 31, 1999 and August 1, 1998................... 2 Condensed Consolidated Statements of Cash Flows for the nine-month periods ended July 31, 1999 and August 1, 1998...................................... 3 Notes to Condensed Consolidated Financial Statements........................ 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................................. 5 Item 3. Quantitative and Qualitative Disclosures about Market Risk.................. 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................................... 8 Item 6. Exhibits and Reports on Form 8-K............................................ 8 Signatures.................................................................. 9
BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JULY 31, 1999 AND OCTOBER 31, 1998 ($ IN THOUSANDS)
JULY 31, OCTOBER 31, 1999 1998 ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents......................................................................... $ 7,311 $ 54,558 Trade receivables................................................................................. 34,711 20,226 Leases receivable................................................................................. 47,180 48,262 Inventories....................................................................................... 163,577 85,148 Prepaid expenses.................................................................................. 1,872 1,149 Other current assets.............................................................................. 3,036 1,913 ----------- ----------- Total current assets............................................................................ 257,687 211,256 LEASES RECEIVABLE, NONCURRENT....................................................................... 64,103 63,205 PROPERTY, PLANT, AND EQUIPMENT...................................................................... 76,495 71,183 Less accumulated depreciation..................................................................... (39,949) (35,293) ----------- ----------- Property, plant, and equipment, net............................................................. 36,546 35,890 ----------- ----------- GOODWILL AND DEBT ISSUE COSTS....................................................................... 162,506 162,506 Less accumulated amortization..................................................................... (31,470) (27,642) ----------- ----------- Goodwill & debt issue costs, net................................................................ 131,036 134,864 ----------- ----------- OTHER ASSETS........................................................................................ 8,216 4,743 ----------- ----------- Total assets.................................................................................... $ 497,588 $ 449,958 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Revolving credit facilities....................................................................... $ 8,000 $ 0 Current portion of long-term debt................................................................. 19,750 16,750 Accounts payable.................................................................................. 54,299 29,763 Income taxes payable.............................................................................. 5,389 7,444 Deferred income taxes............................................................................. 4,163 5,356 Other current liabilities......................................................................... 46,999 38,259 ----------- ----------- Total current liabilities....................................................................... 138,600 97,572 LONG-TERM DEBT...................................................................................... 316,288 329,733 DEFERRED INCOME TAXES............................................................................... 4,442 4,844 OTHER LIABILITIES................................................................................... 21,917 21,925 REDEEMABLE COMMON STOCK, NET........................................................................ 58,047 48,445 ----------- ----------- Total liabilities............................................................................... 539,294 502,519 STOCKHOLDERS' (DEFICIT) EQUITY: Common stock, $.01 par value; 25,000,000 shares authorized; 7,704,778 shares outstanding.......... 77 77 Additional paid-in capital........................................................................ 77,023 77,023 Retained earnings (deficit)....................................................................... (115,237) (125,309) Other comprehensive income........................................................................ (3,569) (4,352) ----------- ----------- Total stockholders' (deficit) equity............................................................ (41,706) (52,561) ----------- ----------- Total liabilities and stockholders' (deficit) equity............................................ $ 497,588 $ 449,958 ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these condensed consolidated statements. 1 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED JULY 31, 1999 AND AUGUST 1, 1998 ($ IN THOUSANDS)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------------- ------------------------- JULY 31, AUGUST 1, JULY 31, AUGUST 1, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) Net sales................................................................... $219,930 $200,558 $457,204 $394,172 Cost of goods sold.......................................................... 179,205 165,582 372,541 322,750 ----------- ----------- ----------- ----------- Gross profit............................................................ 40,725 34,976 84,663 71,422 Selling, general and administrative expenses................................ 12,123 11,932 35,524 34,633 Amortization of goodwill and other intangibles.............................. 960 960 2,880 2,880 ----------- ----------- ----------- ----------- Operating income............................................................ 27,642 22,084 46,259 33,909 Interest income............................................................. 2,036 1,694 6,212 5,323 Interest and debt issue expense............................................. (7,923) (9,357) (23,525) (26,455) Other income (expense)...................................................... 569 139 1,305 744 ----------- ----------- ----------- ----------- Income before income taxes.................................................. 22,324 14,560 30,251 13,521 Provision for income taxes.................................................. 7,779 4,827 10,577 4,505 ----------- ----------- ----------- ----------- Net income.................................................................. $ 14,545 $ 9,733 $ 19,674 $ 9,016 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these condensed consolidated statements. 2 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED JULY 31, 1999 AND AUGUST 1, 1998 ($ IN THOUSANDS)
NINE MONTHS ENDED -------------------------- JULY 31, AUGUST 1, 1999 1998 ----------- ------------ (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss)................................................................................. $19,674 $ 9,016 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization................................................................... 8,411 8,664 Increase (decrease) in cash surrender value of life insurance................................... (71) (76) Deferred income taxes........................................................................... (1,595) 2,311 Changes in operating assets and liabilities: (Increase) decrease in trade receivables........................................................ (14,485) (20,114) (Increase) decrease in inventories.............................................................. (78,429) (104,141) (Increase) decrease in prepaid expenses......................................................... (723) (327) Increase (decrease) in accounts payable......................................................... 24,536 32,854 Increase (decrease) in income taxes payable..................................................... (2,055) 1,648 Other........................................................................................... 3,800 10,229 Total adjustments............................................................................. (60,611) (68,952) Net cash used in operating activities........................................................... (40,937) (59,936) CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant, and equipment acquisitions....................................................... (4,814) (2,369) (Increase) decrease in leases receivable.......................................................... 184 3,948 Net cash used in investing activities........................................................... (4,630) 1,579 CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing on revolving credit agreements...................................................... 8,100 45,300 Repayment of long-term debt....................................................................... (10,563) (8,563) Net cash provided by financing activities....................................................... (2,463) 36,737 EFFECT OF EXCHANGE RATE FLUCTUATIONS................................................................ 783 (734) NET DECREASE IN CASH AND CASH EQUIVALENTS........................................................... (47,247) (22,354) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.................................................... 54,558 31,031 CASH AND CASH EQUIVALENTS AT END OF PERIOD.......................................................... $ 7,311 $ 8,677 ----------- ------------ ----------- ------------ SUPPLEMENTAL INFORMATION: Cash interest paid................................................................................ $25,396 $ 28,102 ----------- ------------ ----------- ------------ Cash income taxes paid............................................................................ $14,234 $ 456 ----------- ------------ ----------- ------------
The accompanying notes are an integral part of these condensed consolidated statements. 3 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF FINANCIAL STATEMENTS AND FORMATION AND ORGANIZATION The accompanying unaudited condensed consolidated financial statements of Blue Bird Corporation and subsidiaries ("BBC") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the joint annual report of BBC and Blue Bird Body Company on Form 10-K for the fiscal year ended October 31, 1998. The accompanying unaudited financial statements include, in the opinion of management, all adjustments, which are of a normal recurring nature, necessary for a fair presentation for the periods presented. Results for the interim periods presented are not necessarily indicative of results that may be expected for a full fiscal year. FISCAL YEAR BBC's fiscal year ends on the Saturday nearest October 31 of each year, generally referred to as a "52-/53-week year." Fiscal years 1999 and 1998 each has contain 52 weeks. 2. INVENTORIES Inventories are valued at the lower of cost or market, cost being determined on the last-in, first-out basis. If the first-in, first-out method had been used, inventories would have been approximately $3.7 million higher at July 31, 1999 and approximately $2.9 million higher at October 31,1998. The components of inventory consist of the following at July 31, 1999 and October 31, 1998 (dollars in thousands):
1999 1998 ---------- --------- Raw materials.......................................................... $ 25,933 $ 23,923 Work in process........................................................ 55,707 31,956 Finished goods......................................................... 81,937 29,269 ---------- --------- $ 163,577 $ 85,148 ---------- --------- ---------- ---------
3. CONTINGENCIES PENDING LITIGATION AND INSURANCE PROGRAM As of July 31, 1999, a number of product liability cases were pending against a subsidiary of BBC. Neither the outcome of certain cases nor the amounts of any liabilities related to these certain cases are known; however, management believes that the ultimate resolution of these matters will not have a material adverse impact on BBC's financial position or results of operations. 4 BLUE BIRD CORPORATION AND SUBSIDIARIES BLUE BIRD BODY COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. RECAPITALIZATION During November 1996, Blue Bird was recapitalized, resulting in the repayment of the then existing $86 million of debt, the issuance of new debt in the amount of $275 million and a distribution paid to shareholders and holders of options for BBC common stock of $185.3 million and $16.5 million, respectively. The existing Subordinated Notes were repurchased at a premium of $3.4 million. Debt issuance costs related to the recapitalization were $9.7 million. A nonrecurring recapitalization charge was taken in November to recognize the $3.4 million premium cost, $1.4 million of original debt issue costs written off and $16.5 million General and Administrative expenses related to the distribution payment to option holders for a total of $21.3 million. 5. REDEEMABLE COMMON STOCK The Company quarterly records an adjustment to the redeemable common stock based on an estimated Company valuation net of outstanding debt in accordance with the formula in the stockholders' agreement. 6. COMPREHENSIVE INCOME Effective November 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, which requires companies to disclose comprehensive income and its components, defined as the total of net income and all other nonowner changes in equity. The Company has other nonowner changes in equity ("other comprehensive income") in the form of cumulative translation adjustments and unrealized gains on available-for-sale equity securities. Total comprehensive income for the quarters ended July 31, 1999 and August 1, 1998 was $14.7 million and $9.2 million respectively. Total comprehensive income (loss) for the nine months ended July 31, 1999 and August 1, 1998 was $20.5 million and $8.3, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JULY 31, 1999 COMPARED TO THREE MONTHS ENDED AUGUST 1, 1998 Net sales for the quarter ended July 31, 1999, were $219.9 million compared to $200.6 million for the corresponding period in 1998. The increase was due to increased unit sales volume and a higher average selling price per unit in 1999. Gross profit increased to $40.7 million in the third quarter of 1999 from $35.0 million in the third quarter of 1998, an increase of $5.7 million or 16.3% due to higher sales volume and higher gross margin. The gross margin of 18.5% was above the 1998 period gross margin of 17.4% due primarily to the mix of units delivered having a higher gross margin compared to the prior year. Interest income increased to $2.0 million from $1.7 million in the 1998 period, an increase of $.3 million or 17.6%. The increase was due to a larger average lease portfolio balance in the current year. Interest expense decreased to $7.9 million in the current period from $9.4 million in the prior year period due to a combination of lower interest rates and reduced borrowing on the revolving credit line and term loans. 5 The provision for income taxes was $7.8 million in the current period compared to a provision of $4.8 million in the 1998 period. The increase in the provision was due primarily to the higher income before taxes in the current three month period. NINE MONTHS ENDED JULY 31, 1999 COMPARED TO NINE MONTHS ENDED AUGUST 1, 1998 Net sales for the nine months ended July 31, 1999, were $457.2 million, an increase of $63.0 million or 16.0% compared to the corresponding period in 1998. This increase was due to increased unit sales volume and a higher average selling price per unit in 1999. Gross profit increased to $84.7 million in the current period as compared to $71.4 million in the 1998 period. This was an increase of $13.3 million or 18.6% due to higher sales volume and gross margin. The gross margin increased to 18.5% compared to 18.1% in the 1998 period due to the mix of units delivered having a higher gross margin compared to prior year. Selling, general and administrative expenses increased to $35.5 million from $34.6 million in the 1998 period, an increase of $.9 million or 2.6% related to higher engineering and selling expenses. Interest income increased to $6.2 million from $5.3 million in the 1998 period, an increase of $.9 million or 17.0%. The increase was due to a larger average lease portfolio balance compared to 1998. Interest expense decreased to $23.5 million in the current period from $26.5 million in the prior year period due to lower interest rates and lower volume of debt this year compared to last year. Other income was $1.3 million compared to $.7 million in the prior year period due to favorable exchange expense. The provision for income taxes was $10.6 million in the current year compared to a provision of $4.5 million in the 1998 period. The increase in the provision was due primarily to the higher income before taxes in the current year. YEAR 2000 As a result of certain computer programs being written using two digits rather than four to define the applicable year, information systems that have date sensitive software may be unable to properly recognize and process dates and date-sensitive information on and beyond January 1, 2000 (the "Year 2000 Problem"). The Year 2000 Problem, which is common to most businesses, could, if not resolved, have a detrimental effect on the Company's operations, and interfere with the Company's ability to engage in normal business activities. If unremedied, the Year 2000 Problem could result in systems failures or miscalculations causing disruptions, including among other things, a temporary slowdown of manufacturing operations due to parts shortages and, consequently, a temporary inability to deliver buses to customers. In 1993, the Company began a company-wide assessment of the vulnerability of its information technology systems to the Year 2000 Problem and began modifying all affected software. Approximately 90% of the software used by the company was developed and is maintained in house. All software systems have been reviewed to determine Year 2000 compliance. As of July 31,1999, the Company estimates that it has completed approximately 98% of the necessary revisions and testing. Hardware and network systems review was completed in July 1999. The Company also has been assessing its non-information technology systems to identify potential Year 2000 problems. The review to date has not identified any major non-IT system problems that would adversely affect operations in a significant way. The evaluation and testing of non-IT systems was recently completed. 6 The Company is also in process of surveying major suppliers and customers to determine their efforts toward resolution of the Year 2000 Problem. The Company has developed contingency plans to address various Year 2000 problems which would result in the failure of critical business systems of the Company, its significant suppliers or customers. Since 1993, the Company has treated the costs associated with modifying affected systems as on-going software maintenance using primarily in-house resources. The Company estimates that approximately $.7 million has been expended in connection therewith through the third quarter of fiscal 1999, mainly costs associated with employee payroll. The Company believes that the remaining costs associated with completion of the Year 2000 Problem will be approximately $.1 million, again mainly internal payroll related, including the additional cost of an outside contractor. Remediation costs comprise less than 15 percent of the IT budget for fiscal 1999. All remediation costs are funded from current operating income. Although the Company believes that it will be able to modify or replace its affected systems in time to minimize any detrimental effects on its operation caused by the Year 2000 Problem, it can make no assurance that the Company will be successful in such efforts, or that its major vendors or customers will successfully modify or replace their affected systems or that such failures would not have a material adverse effect on the Company's consolidated results of operations, liquidity or capital resources in the future. FINANCIAL CONDITION WORKING CAPITAL The Company's working capital needs are seasonal. Working capital and related bank borrowings are lowest immediately after heavy school bus deliveries late in the fourth fiscal quarter. Beginning in December or January, working capital and related bank borrowings typically start to increase as parts are purchased or manufactured and distributed to the assembly plants for assembly into buses. Management tries to build buses as close to expected delivery time as possible. Inventory is at its highest during May, June and July prior to heavy seasonal deliveries. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities during the nine month period of fiscal 1999 was $40.9 million. This amount reflects the seasonal buildup in inventory of $78.4 million, offset in part by a related increase in accounts payable of $24.5 million. The trade receivable increase of $14.5 million reflects the seasonal nature of the company's sales at this time of year. Scheduled repayments of the term debt during the period used additional funds of $10.6 million. Capital expenditures for the period were $4.8 million. The Company's principal sources of funds during the period were cash on hand at the beginning of the fiscal year, net income and proceeds from a working capital line of credit. One of the Company's subsidiaries, Blue Bird Capital Corporation, provides sales financing for the Company's products. The leases receivable are funded primarily through a separate revolving line of credit. FORWARD-LOOKING STATEMENTS Any statements contained in this Form 10-Q which are not historical facts are "forward-looking statements" within the meaning of the private Securities Litigation Reform Act of 1995. The Company cautions readers that there can be no assurance that the actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the degree to which the Company is leveraged and the Company's significant debt service obligations, the restrictive covenants contained in and the asset encumbrances resulting from certain of the Company's credit agreements, product liability claims for personal injuries and other matters, the availability of insurance coverage with respect to such claims and matters, 7 governmental regulation of the Company's business, the limited number of chassis suppliers, the control of the Company by Merrill Lynch Capital Partners, Inc. and the consequences arising under the Company's credit agreements in the event of a change of control. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Reference is made to BBC's and the Predecessor's Joint Annual Report on Form 10-K for the fiscal year ended October 31, 1998 for a description of certain legal proceedings to which BBC or the Predecessor is a party. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 27.1 Financial Data Schedule (b) Reports on Form 8-K. There were no reports on Form 8-K filed by the Registrants during the quarter ended July 31, 1999. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLUE BIRD CORPORATION BLUE BIRD BODY COMPANY By /s/ PAUL E. GLASKE By /s/ PAUL E. GLASKE --------------------------------------- --------------------------------------- Paul E. Glaske Paul E. Glaske Chairman of the Board and Chairman of the Board and Director Director (Principal Executive (Principal Executive Officer) Officer) Date: September 3, 1999 Date: September 3, 1999 By /s/ BOBBY G. WALLACE By /s/ BOBBY G. WALLACE --------------------------------------- --------------------------------------- Bobby G. Wallace Bobby G. Wallace Vice President, Treasurer and Vice President--Finance Secretary and Director and Administration, (Principal Financial and Treasurer and Secretary Accounting Officer) and Director (Principal Financial and Accounting Officer) Date: September 3, 1999 Date: September 3, 1999
9 EX-27 2 EXHIBIT 27
5 0000889468 BLUE BIRD BODY COMPANY 1,000 9-MOS OCT-30-1999 NOV-01-1999 JUL-31-1999 7,311 0 81,891 0 163,577 257,687 76,495 (39,949) 497,588 138,600 316,288 0 0 58,124 (41,783) 497,588 457,204 457,204 372,541 38,404 (7,517) 0 23,525 30,251 10,577 19,674 0 0 0 19,674 0 0
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