What changed in this filing

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Item 1. Business

2020-12-17 compared with 2019-12-12 · 78 added, 73 removed, 210 unchanged (42% of the section changed)

The Company (formerly Hennessy Capital Acquisition Corp.) was incorporated in Delaware on September 24, 2013 as a special purpose acquisition company, or SPAC.

(“ School Bus Holdings ” or “ SBH ”) from The Traxis Group, B.V.

(the “ Seller ”), in accordance with the purchase agreement, dated as of September 21, 2014, by and among the Company, the Seller and Hennessy Capital Partners I LLC, as amended on February 10, 2015 and February 18, 2015 (the “ Purchase Agreement ”).

Pursuant to the Purchase Agreement, the total purchase price was paid in a combination of cash in the amount of $100.0 million and 12,000,000 shares of the Company’s common stock, $0.0001 par value (the “ Common Stock ”), valued at $120.0 million.

On February 24, 2015, the Company consummated a business combination (the “Business Combination”), pursuant to which the Company acquired all of the outstanding capital stock of School Bus Holdings Inc., a Delaware corporation (“School Bus Holdings” or “SBH”) from The Traxis Group, B.V.

(the “Seller”).

The total purchase price was paid in a combination of cash in the amount of $100.0 million and 12,000,000 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), valued at $120.0 million.

In connection with the closing of the Business Combination, the Company changed its name from Hennessy Capital Acquisition Corp.

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Unless expressly stated otherwise in this Report, Blue Bird Corporation shall be referred to as “Blue Bird” or the “Company,” and includes its consolidated subsidiaries.

The following description of our business describes the business historically operated by School Bus Holdings and its subsidiaries under the “Blue Bird” name as an independent enterprise prior to the Business Combination and as subsidiaries of Blue Bird Corporation (formerly Hennessy Capital Acquisition Corp.) after the Business Combination.

Pursuant to a Purchase and Sale Agreement, dated as of May 26, 2016 (the “Purchase and Sale Agreement”), by and among Seller, ASP BB Holdings LLC, a Delaware limited liability company (“ASP”), and the Company, Seller agreed to sell and ASP agreed to purchase all of the 12,000,000 shares of Common Stock of the Company owned by Seller (the “Transaction Shares”).

Pursuant to the terms and conditions set forth in the Purchase and Sale Agreement, ASP acquired 7,000,000 Transaction Shares at an initial closing on June 3, 2016 for an amount in cash equal to $10.10 per share and 5,000,000 Transaction Shares at a second closing on June 8, 2016 for an amount in cash equal to $11.00 per share, for an aggregate purchase price of $125.7 million.

In May 2016, the Seller, ASP BB Holdings LLC, a Delaware limited liability company (“ASP”), and the Company, entered into an agreement pursuant to which the Seller agreed to sell the 12,000,000 shares of Common Stock of the Company owned by Seller (the “Transaction Shares”) to ASP.

ASP acquired 7,000,000 Transaction Shares at an initial closing on June 3, 2016 for an amount in cash equal to $10.10 per share and 5,000,000 Transaction Shares at a second closing on June 8, 2016 for an amount in cash equal to $11.00 per share, for an aggregate purchase price of $125.7 million.

There were no proceeds to the Company from this transaction.

The periodic reports filed by us with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge at http://investors.blue-bird.com .

http://investors.blue-bird.com .

This includes Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments to those reports.

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Any amendments to our Code of Ethics or waivers granted to our directors and executive officers will be posted on our corporate website.

In addition to the information contained in this Form 10-K for the fiscal year ended September 28, 2019 (“ 2019 Form 10-K Report” or “Report”), information about our Company can be found at http://investors.blue-bird.com , including extensive information about our management team, our products and our corporate governance.

The foregoing information regarding our website and its content is for convenience only and shall not be deemed to be incorporated by reference into this Report nor filed with the SEC.

In addition to the information contained in this Form 10-K for the fiscal year ended October 3, 2020 (“ 2020 Form 10-K Report” or “Report”), information about our Company can be found at http://investors.blue-bird.com , including extensive information about our management team, our products and our corporate governance.

The foregoing information regarding content on our website is for convenience only and shall not be deemed to be incorporated by reference into this Report nor filed with the SEC.

We are the leading independent designer and manufacturer of school buses, with more than 579,000 buses sold since our formation in 1927.

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(i) the Bus segment, which involves the design, engineering, manufacture and sales of school buses and extended warranties;

and (ii) the Parts segment, which includes the sales of replacement bus parts.

and (ii) the Parts segment, which includes the sale of replacement bus parts.

Financial information is reported on the basis that it is used internally by the chief operating decision maker (“CODM”) in evaluating segment performance and deciding how to allocate resources to segments.

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Our performance in recent years has been driven by the implementation of repeatable processes focused on product initiatives, continuous improvement of both competitiveness and manufacturing flexibility, and lowering our cost of capital, as described below:

Alternative Fuel Initiatives — Blue Bird is the clear leader in alternative fuel school buses (defined as buses that do not operate on diesel fuel) and we continue to introduce new products to support growing consumer demand for these products.

Propane — In 2012, we entered into our exclusive relationship with Ford Motor Company and Roush Clean Tech to offer propane-powered Type C school buses.

Alternative Fuel Initiatives — We believe Blue Bird is the clear leader in alternative fuel school buses (defined as buses that do not operate on diesel fuel) and we continue to introduce new products to support growing consumer demand for these products.

Propane — In fiscal 2012, we entered into our exclusive relationship with Ford Motor Company and Roush Clean Tech to offer propane-powered Type C school buses.

We have continued to lead the industry with this offering.

We launched the industry’s first .05g/bhp-hr NOx propane engine in 2017.

We launched the industry’s first .05g/bhp-hr NOx propane engine in fiscal 2017.

This engine operates four times cleaner than the current emission standard and is significantly better for the environment than competitors' published offerings.

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This engine complies with Ultra Low NOx classification and has an emissions level at 10% of the current standard and competitive offerings.

CNG — Blue Bird was the first OEM to introduce a CNG powertrain for the Rear Engine Type D bus using Cummins Westport technology.

Compressed Natural Gas ("CNG") — Blue Bird was the first Original Equipment Manufacturer ("OEM") to introduce a CNG powertrain for the Rear Engine Type D bus using Cummins Westport technology.

In 2016, we launched a new CNG product using a Ford engine and transmission and a Roush Clean Tech fuel delivery system to provide CNG in a Type C bus.

Electric — Blue Bird is the first major school bus manufacturer to market, and presently the only manufacturer among major OEMs, to have delivered electric school buses.

We developed our electric bus with our partner, EDI.

EDI was recently acquired by Cummins, one of our long-standing engine suppliers.

We offer electric solutions in both our Type C and Type D buses and commenced delivery to customers in 2018.

Gasoline — In 2016, we re-introduced gasoline engines in school buses, again using a Ford engine and transmission and a Roush Clean Tech fuel delivery.

This product has been an immediate success and continues to grow the Blue Bird customer base.

Electric — Blue Bird is the first major school bus manufacturer to market, and presently the clear leader in, electric bus sales among all major OEMs.

We have partnered with Cummins, one of our long-standing engine suppliers, to design and develop our electric vehicle offering.

We offer electric solutions in both our Type C and Type D buses and commenced delivery to customers in fiscal 2018.

With demand and interest growing quickly, we have expanded our capacity six-fold in fiscal 2020 to 1,000 electric vehicles.

Gasoline — In fiscal 2016, we re-introduced gasoline engines in school buses, again using a Ford engine and transmission and a Roush Clean Tech fuel delivery.

This product has been successful and continues to grow the Blue Bird customer base.

Diesel — Blue Bird works closely with Cummins on diesel engines, which continue to be the power source for the majority of school buses sold.

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We also made rear-view cameras standard in fiscal 2019.

In 2017, we announced that we were commencing work on a major product enhancement.

We are continuing to develop this product for future launch.

During fiscal 2020, we continued our transition work from the Ford 6.8L V10 engine to the all-new 7.3L V8 engine.

We expect to deliver our first units with the new 7.3L V8 Ford engines in April 2021.

Manufacturing and Process Initiatives — We have commenced a number of initiatives to continue to build customer loyalty, reduce costs, and enhance competitiveness.

We launched our all-new, state-of-the-art paint facility in July 2019.

This facility will drive greater reliability and capacity at a lower cost.

We launched our all-new, state-of-the-art 60,000 square foot paint facility in July 2019.

Using robotic technology, the new paint facility is designed to paint a bus three times faster than can be done manually, with a higher paint transfer rate and consistent, outstanding coverage.

In keeping with Blue Bird's going green, the facility features a zero-to-landfill design.

All paint over spray is captured, dried and sent to a power generation plant to be used as fuel.

We contracted with industry leaders to revise our production techniques in our plant.

The result was a six-fold increase in our electric powered bus capacity and the ability to transition to one operating shift from two, and still meet demand for the production of our buses during our peak manufacturing times.

We commenced an initiative with industry leaders to make structural reductions in cost on existing and future products to enhance our cost competitiveness.

Access to Capital — We refinanced our term debt on substantially better terms in December 2016.

In September 2018, we entered into a first amendment of the December 2016 credit agreement, which increased the revolving credit facility to $100.0 million , a $25.0 million increase, providing more liquidity at lower interest rates.

Access to Capital — We refinanced our term debt on substantially better terms in December 2016 (the "Credit Agreement").

Since then, the Credit Agreement has been amended on three different occasions and as of the date of this filing, provides total revolving commitments of $100.0 million.

Additional details and discussion of these amendment can be found in the "Liquidity and Capital Resources" section of Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.

Our management believes that Blue Bird is in a leading position in the industry due to our range of alternative fuel offerings and our strong diesel offering.

We believe that alternative fuels will continue to capture market share in the industry as customers realize benefits on the total cost of ownership and the adoption of green technology gains traction.

We believe that alternative fuels will continue to capture market share in the industry as customers realize benefits on the total cost of ownership and as the adoption of green technology gains traction.

Furthermore, we believe that our new product, process, and manufacturing initiatives are fully aligned with our long-term objectives.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of our unit volumes.

Approximately 90% of our buses sold in fiscal 2019 were sold through distributors and dealers (“dealerships”).

The Company holds no equity or control position in any of the dealerships or distributors.

Approximately 93% of our buses sold in fiscal 2020 were sold through distributors and dealers.

The Company holds no equity or control position in any of the distributors or dealers.

We design, engineer, manufacture, and sell three types of buses:

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The school bus serves a critical role in the United States and Canadian education systems.

According to School Transportation News, nearly 50 percent of the U.S.

According to School Transportation News, in normal non-pandemic years, nearly 50 percent of the U.S.

student population rides a school bus.

The United States and Canadian fleet of approximately 606,000 Type C and Type D school buses transports approximately 26 million children daily.

School buses are distinguished from other types of buses by design characteristics associated with increased safety as mandated by federal, state, and municipal regulations.

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Our management utilizes this and other models to assess historical experience and to predict demand for school buses in future periods.

The ability to purchase new buses to fulfill predicted demand, however, is based on the assumption that funds will be available through

property taxes and other state sources.

Should there be a significant downturn in property tax collections or in the availability of funds from other state sources, growth in the school bus industry could flatten or decline.

The ability to purchase new buses to fulfill predicted demand, however, is based on the assumption that funds will be available through property taxes and other state sources.

The United States and Canadian school bus industry for Type C and Type D buses has averaged approximately 31,000 unit sales annually between 1985 and 2019.

Unit sales for fiscal 2019 are projected to be about 33,800 , a decrease of 0.9% versus fiscal 2018 .

Unit sales for fiscal 2020 are projected to be about 28,500 , a decrease of 15.7% versus fiscal 2019 primarily driven by school closures due to the COVID-19 pandemic.

Historical registration data are based on R.L.

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Property taxes are the primary source of funds for school bus purchases and were impacted in the 2010-2011 period as a result of the substantial recession in the United States economy in general, and housing market in particular, preceding and during that period.

The school bus industry has fully recovered from the downturn in 2010-2011 and since 2016 has been operating at levels about 10% higher than the long-term average.

The recent industry levels are supported by positive demographic trends, pent-up demand from several years of below-trend bus sales, and a growing tax base for education-related spending.

Our management believes, based on our models, that near-term Type C and Type D school bus registrations will remain at a similar level as has been experienced over the last several years (2016-2019).

We believe that (i) the industry has been operating below its historical long-term average of approximately 31,000 unit sales per year since the recession - fiscal 2019 is the fourth year since the recession in which unit sales exceeded this historical average, signaling the ability of the industry to now address the pent-up demand accumulated from fiscal 2009 to fiscal 2015, during which the industry made below-average annual purchases, (ii) there are over 179,000 buses in the United States and Canadian fleets that have been in service for 15 or more years, and (iii) the population of school age children is growing.

The school bus industry fully recovered from the downturn in 2010-2011 and since 2016 had been operating at levels approximately 10% higher than the long-term average, supported by positive demographic trends, pent-up demand from several years of below-trend bus sales, and a growing tax base for education-related spending.

In 2020, countermeasures taken to battle the COVID-19 pandemic included virtual and hybrid schooling in many jurisdictions throughout the US and Canada.

The uncertainty of when and how schools would open materially affected the Type C and Type D school bus industry in 2020.

We expect that for so long as these measures remain in place, demand for school buses will be depressed making historical seasonality unpredictable.

Post pandemic, our management believes, based on our models, that Type C and Type D school bus registrations will return to a similar level as has been experienced over the last several years (2016-2019).

We believe that (i) the industry has been operating below its historical long-term average of approximately 31,000 unit sales per year since the recession and that the pandemic adds to that demand, (ii) there are over 175,000 buses in the United States and Canadian fleets that have been in service for 15 or more years, and (iii) the population of school age children is increasing.

Local property and municipal tax receipts are key drivers of school district transportation budgets.

Budgets for school bus purchases are directly related to property tax receipts, which are projected to continue a recovery that began in 2012.

The forecast for continued appreciation in housing prices is expected to have a positive effect on property tax receipts going forward and school transportation budgets are expected to directly benefit from larger municipal spending budgets.

Home prices have continued to climb during the pandemic as home-buyers have taken advantage of low mortgage rates and thus put additional pressure on housing inventories.

The forecast for continued appreciation in housing prices due to the national shortage of homes is expected to have a positive effect on property tax receipts in the near-term, and school transportation budgets are expected to directly benefit from larger municipal spending budgets.

We believe that incremental demand may be achieved as a result of (i) the average age of a school bus in service (approximately 11.5 years), and (ii) an increased student population during the period from 2013 to 2020 (based on information from the National Center of Education Studies, we expect total student enrollment in the United States to increase by over 0.5 million students from 2018 to 2025).

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school buses are one of the ten categories.

The mitigation trust funds are pro-rated for the population of affected VW engines in each state and must be spent within a ten-year period.

Each state has the autonomy to develop a plan to mitigate NOx output utilizing their allocation within the ten specified categories.

To date 36 states have finalized their initial spending plans, and we approximate that $150.0 million of the VW settlement funds for these states has been or is scheduled to be spent on school buses.

For these states, there remains approximately an additional $123.0 million for later phases of the settlement, a majority of which we expect to be allocated to school buses.

We expect in addition to the above, up to an additional $500.0 million may ultimately be allocated, or has a high probability of allocation, to school bus purchases.

We believe our leadership in alternative fuels, coupled with this external funding, provides a strong foundation to continue to increase sales of our propane, gasoline, and CNG engine platforms.

To date, all 52 states and/or territories (includes DC and Puerto Rico) spending plans have been issued, with 50 finalized.

Nearly $270 million of the $2.9 billion in VW settlement funds has been awarded thus far;

many more millions are under review by state agencies but are not yet publicly available.

Of the $270 million awarded, $109 million has been issued to school bus projects.

Several states are continuing and/or increasing their focus on school bus projects.

Given the historical trend and future projections, we expect as much as $1 billion in additional VW funds may ultimately be allocated, or have a high probability of allocation, to school bus purchases through 2028.

Beyond the VW funds, traditional grant programs are expected to persist, including the EPA's National Clean Diesel Program and its various state versions.

These are valuable programs for potential propane and CNG engine platform sales, as annual budgets for these programs usually range from $40.0 to $100.0 million.

Additionally, in November 2020, the Bezos Earth Fund awarded a grant of $100 million, to be disbursed over a five-year period, to the World Resources Institute, a global research organization that focuses on climate initiatives, among others.

A portion of this grant will be used to accelerate the adoption of zero emission school buses in the United States.

We believe our leadership in alternative fuels, coupled with this external funding, provides a strong foundation to continue to increase sales of our propane, gasoline, CNG and electric bus platforms.

Our Competitive Strengths

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Alternative fuel leadership .

We are the market leader in propane, gasoline, and CNG fuel powered-buses, having sold approximately eight times more alternative fuel school buses than all of our competitors combined from fiscal 2010 through fiscal 2019 .

In fiscal 2019 we sold 5,343 propane, gasoline, CNG, and electric powered buses, an increase of 20.7% versus the prior year.

We believe we are the market leader in electric, propane, gasoline, and CNG fuel powered-buses, having sold approximately eight times more alternative fuel school buses than all of our competitors combined from fiscal 2010 through fiscal 2020 .

In fiscal 2020 , we sold 4,262 propane, gasoline, CNG, and electric powered buses, a decrease of 20% versus the prior year, primarily caused by school closures due to the COVID-19 pandemic.

Innovative product leadership .

We have consistently led the school bus industry with innovative product leadership through several industry firsts, including the first Type D CNG school bus, the first unique school bus chassis, and the first OEM-manufactured propane bus.

We believe we have consistently led the school bus industry with innovative product leadership through several industry firsts, including the first Type D CNG school bus, the first unique school bus chassis, and the first OEM-manufactured propane bus.

In fiscal 2016, years ahead of our competition, we launched the industry's first gasoline powered Type C bus (utilizing an exclusive Ford and Roush CleanTech powertrain), and we were first-to-market with Electronic Stability Control.

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In fiscal 2018, we sold our first Type D electric vehicles and in fiscal 2019 we introduced our Type C electric vehicle.

Our research and development costs totaled $11.5 million , $8.5 million , and $7.4 million for the fiscal years ended 2019 , 2018 , and 2017 , respectively.

In fiscal 2020 , we sold 158 Type C and Type D electric vehicles.

Strong distribution model .

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Highly-skilled and committed workforce .

We benefit from a highly-skilled, committed hourly workforce of approximately 1,853 that support our customized assembly operations at our 900,000 square foot integrated chassis manufacturing and body assembly facility and 340,000 square foot component fabrication facility.

We benefit from a highly-skilled, committed hourly workforce of approximately 1,500 employees who support our customized assembly operations at our 900,000 square foot integrated chassis manufacturing and body assembly facility and 340,000 square foot component fabrication facility.

Our employees are trained to maximize production efficiency by following customized processes developed by us.

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We are led by a highly experienced and committed management team with an established track record in the United States and Canadian school bus industry.

In fiscal 2019 , we sold 11,017 Type C and Type D buses, including 10,588 school buses, 166 commercial buses, 27 export buses and 236 GSA (Government Services Administration) buses.

In fiscal 2020 , we sold 8,878 Type C and Type D buses, including 8,430 school buses, 178 commercial buses, 36 export buses and 234 Government Services Administration ("GSA") buses.

Our Type C school bus accounted for 77% of unit sales and our Type D school bus accounted for 18% of unit sales.

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Other Specialty Sales .

We also sell buses through our United States General Services Administration (“ GSA ”) contract, an expedited procurement procedure designed to meet the needs of bus customers authorized to purchase through the GSA contracting offices, including the U.S.

We also sell buses through our United States GSA contract, an expedited procurement procedure designed to meet the needs of bus customers authorized to purchase through the GSA contracting offices, including the U.S.

Air Force, U.S.

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We regularly perform supplier audits and, when necessary, will meet with under-performing suppliers in order to enhance performance.

At September 28, 2019 , we had in place long-term supply contracts (addressing both component price and supply) covering nearly 80% of the value of our purchases from suppliers, including long-term agreements with our major single-source suppliers.

Based on our experience to date and our relationships with our suppliers, we do not expect to be subject to sustained shortages on any material components, whether or not single-sourced.

At October 3, 2020 , we had in place long-term supply contracts (addressing both component price and supply) covering nearly 81% of the value of our purchases from suppliers, including long-term agreements with our major single-source suppliers.

As a result of the COVID-19 pandemic, we have experienced intermittent supplier shortages.

While we experienced some shortages due to the pandemic, we continue to work with our suppliers to receive our material components on a regular basis.

The school bus industry is highly competitive.

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Failure to comply with such requirements could lead to substantial additional regulatory costs.

At the federal level, “FMVSS,” or Federal Motor Vehicle Safety Standards, govern the safety of all motor vehicles sold for use in the United States.

At the federal level, Federal Motor Vehicle Safety Standards (“FMVSS”) govern the safety of all motor vehicles sold for use in the United States.

More than half of the FMVSS regulations apply to school buses.

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These regulations are patterned after the FMVSS regulations, although differences do exist between the two regulatory systems.

Our business is highly seasonal.

Most school districts seek to buy their new school buses so that they will be available for use on the first day of the school year, typically in August to early September.

In addition, districts are generally reluctant to order buses until budgets have been approved by local municipalities, so the timing of state appropriations also creates seasonal demand in the second half of our fiscal year.

As a result, our two busiest quarters are our third and fourth fiscal quarters, the latter ending on the Saturday closest to September 30.

Our quarterly results of operations, cash flows, and liquidity are likely to be impacted by these seasonal patterns.

For example, our revenues are typically highest in our third and fourth fiscal quarters.

Working capital, on the other hand, is typically a significant use of cash during the first fiscal quarter and a significant source of cash generation in the fourth fiscal quarter.

We typically conduct planned shutdowns during our first fiscal quarter.

Historically, our business has been highly seasonal with school districts buying their new schools buses so that they will be available for use on the first day of the school year, typically in mid-August to early September.

This has resulted in our third and fourth fiscal quarters becoming our two busiest quarters, the latter ending on the Saturday closest to September 30.

Our quarterly results of operations, cash flows, and liquidity have been and are likely to be impacted by the seasonal patterns.

Working capital has historically been a significant use of cash during the first fiscal quarter and a significant source of cash generation in the fourth fiscal quarter with planned shutdowns during our first fiscal quarter.

With the COVID-19 pandemic impact on school systems and the uncertainty surrounding in-person schooling schedules and duration, seasonality and working capital trends have become unpredictable.

Seasonality and variations from historical seasonality have impacted the comparison of working capital and liquidity results between fiscal periods.

Environmental Matters

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the generation, storage, handling, use, disposal and transportation of hazardous materials;

the emission and discharge of materials, including greenhouse gases (“ GHGs ”) into the environment;

the emission and discharge of materials, including greenhouse gases (“GHG”) into the environment;

and the health and safety of our employees.

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For example, the United States Environmental Protection Agency (“U.S.

EPA ”) has promulgated the GHG Reporting Rule, which requires reporting of GHG data and other relevant information from large sources and suppliers in the United States, and the GHG Tailoring Rule, which requires certain facilities with significant GHG emissions to obtain emissions permits under the authority of the Clean Air Act (typically limited to only the largest stationary sources of GHGs).

EPA”) has promulgated the GHG Reporting Rule, which requires reporting of GHG data and other relevant information from large sources and suppliers in the United States, and the GHG Tailoring Rule, which requires certain facilities with significant GHG emissions to obtain emissions permits under the authority of the Clean Air Act (typically limited to only the largest stationary sources of GHG).

The United States Congress has also considered imposing additional restrictions on GHG emissions.

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In addition to the costs associated with this warranty coverage provided on our vehicles, we also incur costs as a result of field service actions (i.e., safety recalls and service bulletins), and customer satisfaction actions.

Component suppliers, in particular major component suppliers such as engines & transmissions, provide warranties on their products.

Component suppliers, in particular major component suppliers such as engines and transmissions, provide warranties on their products.

Legal Proceedings

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Although no assurances can be given about the final outcome of pending legal proceedings, at the present time our management does not believe that the resolution or outcome of any of our pending legal proceedings will have a material adverse effect on our financial condition, liquidity or results of operations.

We define order backlog ("backlog") as orders received but yet to be built and sold as of the end of the fiscal period.

The backlog may be cancellable within a certain period and may not represent guarantees of purchases by customers or dealers.

The following table provides our worldwide backlog:

(dollars in millions)

At September 28, 2019 , we employed 2,300 employees, consisting of 1,992 full-time and part-time hourly employees and 308 salaried employees.

At October 3, 2020 , we employed 1,736 full-time employees.

Our workforce is non-union.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business