What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-12-11 compared with 2022-12-12 · 319 added, 209 removed, 930 unchanged (36% of the section changed)

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Blue Bird Corporation (the “Company”) and subsidiaries as of October 1, 2022 and October 2, 2021, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended October 1, 2022, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 1, 2022 and October 2, 2021, and the results of its operations and its cash flows for each of the three years in the period ended October 1, 2022 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 12, 2022 expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Blue Bird Corporation (the “Company”) and subsidiaries as of September 30, 2023 and October 1, 2022, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2023 and October 1, 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 11, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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As discussed in Note 2 to the consolidated financial statements, the Company's warranty reserve is calculated based on the average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type.

The total warranty reserve was $16 million as of October 1, 2022.

We identified the evaluation of certain assumptions related to the average warranty costs per unit and the average expected warranty claim payment patterns used in the evaluation of the warranty reserve as a critical audit matter.

The principal considerations for our determination were (i) the Company’s assumptions relating to the average warranty costs per unit and the payment patterns over the term of the warranty involved a higher degree of auditor judgment, and (ii) specialized actuarial skills were needed to assess the Company's process and evaluate the assumptions regarding the determination of the average expected warranty claims and the effect of those assumptions on the reserve.

The total warranty reserve was $15.4 million as of September 30, 2023.

We identified the evaluation of the methodology, including the assumptions for the average warranty costs per unit and the payment patterns over the term of the warranty used in the evaluation of the warranty reserve as a critical audit matter.

The principle considerations for our determination were (i) the Company’s methodology and assumptions relating to the average warranty costs per unit and the payment patterns over the term of the warranty involved a higher degree of auditor judgment, and (ii) specialized actuarial skills were needed to assess the Company's process and evaluate the methodology and assumptions regarding the determination of the average expected warranty claims and the effect of those assumptions on the reserve.

The primary procedures we performed to address this critical audit matter included:

• Testing the design, implementation and operating effectiveness of controls over the Company's warranty claim process, and controls over the data, inputs, and assumptions utilized to estimate the warranty reserve;

• Testing the warranty reserve calculation prepared by the Company, including the mathematical accuracy of the calculation and the relevance, reliability, and appropriateness of the assumptions and the sources of data from which the assumptions were derived;

• Involving actuarial professionals with specialized knowledge and skills to assist in:

(i) reviewing the Company’s actuarial methodology in calculating the warranty reserve, (ii) evaluating certain key assumptions used, including average warranty costs per unit and payment patterns over the term of the warranty, in the determination of the average expected warranty claims, and (iii) determining whether the methodology, assumptions, and calculation were consistent with historical evaluations and the aggregate impact of any changes to assumptions.

/s/ BDO USA, LLP

• Testing the design, implementation and operating effectiveness of controls over the Company's warranty claim process, and controls over the data, inputs, and methodology and assumptions utilized to estimate the warranty reserve;

• Testing management's process used to develop the warranty reserve, including the mathematical accuracy of the calculation and the relevance, reliability, and appropriateness of the methodology and assumptions and the sources of data from which the assumptions were derived;

• Utilizing actuarial professionals with specialized knowledge and skills to assist in:

(i) reviewing the Company’s actuarial methodology in calculating the warranty reserve, (ii) evaluating certain key assumptions related to the average warranty costs per unit and payment patterns over the term of the warranty, in the determination of the average expected warranty claims, and (iii) determining whether the methodology, assumptions, and calculation were consistent with historical evaluations and the aggregate impact of any changes to assumptions.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2016.

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Opinion on Internal Control over Financial Reporting

We have audited Blue Bird Corporation’s (the “Company’s”) internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 1, 2022, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of October 1, 2022 and October 2, 2021, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended October 1, 2022, and the related notes and schedule and our report dated December 12, 2022 expressed an unqualified opinion thereon.

We have audited Blue Bird Corporation’s (the “Company’s”) internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, 2023 and October 1, 2022, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and schedule and our report dated December 11, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

/s/ BDO USA, P.C.

Atlanta, Georgia

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CONSOLIDATED BALANCE SHEETS

(in thousands except for share data) October 1, 2022 October 2, 2021

(in thousands except for share data) September 30, 2023 October 1, 2022

Current assets

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Total assets $ 417,766 $ 366,126

Liabilities and Stockholders' Equity (Deficit)

Liabilities and Stockholders' Equity

Current liabilities

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Guarantees, commitments and contingencies (Note 10)

Stockholders' equity (deficit)

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 issued with liquidation preference of $ 0 at October 1, 2022 and October 2, 2021

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,024,911 and 27,205,269 shares outstanding at October 1, 2022 and October 2, 2021, respectively

Stockholders' equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 issued with liquidation preference of $ 0 at September 30, 2023 and October 1, 2022

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,165,225 and 32,024,911 shares outstanding at September 30, 2023 and October 1, 2022, respectively

Additional paid-in capital 177,861 173,103

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Accumulated other comprehensive loss ( 31,884 ) ( 41,930 )

Treasury stock, at cost, 1,782,568 shares at October 1, 2022 and October 2, 2021

Treasury stock, at cost, 1,782,568 shares at September 30, 2023 and October 1, 2022

( 50,282 ) ( 50,282 )

Total stockholders' equity (deficit) $ 1,382 $ ( 32,656 )

Total liabilities and stockholders' equity (deficit) $ 366,126 $ 356,020

Total stockholders' equity

$ 39,998 $ 1,382

Total liabilities and stockholders' equity

$ 417,766 $ 366,126

The accompanying notes are an integral part of these consolidated financial statements.

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Selling, general and administrative expenses 87,193 77,246 65,619

Operating (loss) profit $ ( 40,700 ) $ 6,522 $ 21,994

Operating profit (loss)

$ 51,657 $ ( 40,700 ) $ 6,522

Interest expense ( 18,012 ) ( 14,675 ) ( 9,682 )

Interest income 1,004 9 4

Other income, net 2,947 1,776 738

Other (expense) income, net

( 8,307 ) 2,947 1,776

Loss on debt modification ( 537 ) ( 632 ) ( 598 )

(Loss) income before income taxes $ ( 53,051 ) $ ( 1,978 ) $ 10,491

Income tax benefit (expense) 11,451 1,191 ( 1,519 )

Equity in net (loss) income of non-consolidated affiliate ( 4,159 ) 498 3,213

Net (loss) income $ ( 45,759 ) $ ( 289 ) $ 12,185

(Loss) earnings per share:

Income (loss) before income taxes

$ 25,805 $ ( 53,051 ) $ ( 1,978 )

Income tax (expense) benefit

( 8,953 ) 11,451 1,191

Equity in net income (loss) of non-consolidated affiliate

6,960 ( 4,159 ) 498

Net income (loss)

$ 23,812 $ ( 45,759 ) $ ( 289 )

Earnings (loss) per share:

Basic weighted average shares outstanding 32,071,940 31,020,399 27,139,054

Diluted weighted average shares outstanding 32,258,652 31,020,399 27,139,054

Basic (loss) earnings per share $ ( 1.48 ) $ ( 0.01 ) $ 0.45

Diluted (loss) earnings per share $ ( 1.48 ) $ ( 0.01 ) $ 0.45

Basic earnings (loss) per share

$ 0.74 $ ( 1.48 ) $ ( 0.01 )

Diluted earnings (loss) per share

$ 0.74 $ ( 1.48 ) $ ( 0.01 )

The accompanying notes are an integral part of these consolidated financial statements.

BLUE BIRD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Fiscal Years Ended

(in thousands) 2023 2022 2021

Net (loss) income $ ( 45,759 ) $ ( 289 ) $ 12,185

Other comprehensive income (loss), net of tax

Net income (loss)

$ 23,812 $ ( 45,759 ) $ ( 289 )

Other comprehensive income, net of tax

Net change in defined benefit pension plan 10,046 2,864 13,603

Total other comprehensive income (loss), net of tax $ 2,864 $ 13,603 $ ( 2,243 )

Comprehensive (loss) income $ ( 42,895 ) $ 13,314 $ 9,942

Total other comprehensive income, net of tax $ 10,046 $ 2,864 $ 13,603

Comprehensive income (loss)

$ 33,858 $ ( 42,895 ) $ 13,314

The accompanying notes are an integral part of these consolidated financial statements.

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Cash flows from operating activities

Net (loss) income $ ( 45,759 ) $ ( 289 ) $ 12,185

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Net income (loss)

$ 23,812 $ ( 45,759 ) $ ( 289 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization expense 15,978 14,050 13,446

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Share-based compensation expense 4,173 3,690 5,938

Equity in net loss (income) of non-consolidated affiliate 4,159 ( 498 ) ( 3,213 )

Equity in net (income) loss of non-consolidated affiliate

( 6,960 ) 4,159 ( 498 )

Loss (gain) on disposal of fixed assets 64 15 ( 679 )

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Lower of cost or net realizable value loss — 8,752 —

Deferred income tax (benefit) expense ( 11,071 ) ( 925 ) 29

Deferred income tax expense (benefit)

8,065 ( 11,071 ) ( 925 )

Amortization of deferred actuarial pension losses 1,195 3,768 1,861

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Total adjustments $ 96,116 $ 21,322 $ ( 53,952 )

Total cash (used in) provided by operating activities $ ( 24,437 ) $ ( 54,241 ) $ 3,459

Total cash provided by (used in) operating activities

$ 119,928 $ ( 24,437 ) $ ( 54,241 )

Cash flows from investing activities

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Sale of common stock (Note 13)

Cash paid for common stock issuance costs ( 202 ) — —

Proceeds from exercises of warrants — — 4,240

Cash paid for common stock issuance costs (Note 13)

Repurchase of common stock in connection with stock award exercises ( 376 ) ( 1,708 ) ( 517 )

Cash received from stock option exercises 1,119 303 1,939

Total cash provided by (used in) financing activities $ 29,660 $ 32,752 $ ( 11,108 )

Total cash (used in) provided by financing activities

$ ( 42,899 ) $ 29,660 $ 32,752

Change in cash and cash equivalents 68,509 ( 1,230 ) ( 32,798 )

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Right-of-use assets obtained in exchange for operating lease obligations 626 1,424 62

Right-of-use assets obtained in exchange for finance lease obligations — — 3,496

Finance lease right-of-use assets removed due to non-renewal of lease — ( 2,451 ) —

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Common Stock Convertible Preferred Stock Treasury Stock

(in thousands except for share data) Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Shares Amount Total Stockholders' (Deficit) Equity

Balance, September 28, 2019 26,476,336 $ 3 $ 84,271 — $ — $ ( 56,154 ) $ ( 45,649 ) 1,782,568 $ ( 50,282 ) $ ( 67,811 )

Exercise of stock warrants 368,712 — 4,240 — — — — — — 4,240

(in thousands except for share data) Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss

Accumulated Deficit Shares Amount Total Stockholders' (Deficit) Equity

Balance, October 3, 2020 27,048,404 $ 3 $ 88,910 — $ — $ ( 58,397 ) $ ( 33,464 ) 1,782,568 $ ( 50,282 ) $ ( 53,230 )

Restricted stock activity 36,404 — ( 517 ) — — — — — — ( 517 )

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Share-based compensation expense — — 5,838 — — — — — — 5,838

Net income — — — — — — 12,185 — — 12,185

Other comprehensive loss, net of tax — — — — — ( 2,243 ) — — — ( 2,243 )

— — — — — — ( 289 ) — — ( 289 )

Other comprehensive income, net of tax — — — — — 13,603 — — — 13,603

Balance, October 2, 2021 27,205,269 $ 3 $ 96,170 — $ — $ ( 44,794 ) $ ( 33,753 ) 1,782,568 $ ( 50,282 ) $ ( 32,656 )

Private Placement (Note 13)

4,687,500 — 74,798 — — — — — — 74,798

Restricted stock activity 116,556 — ( 1,688 ) — — — — — — ( 1,688 )

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Balance, October 1, 2022 32,024,911 $ 3 $ 173,103 — $ — $ ( 41,930 ) $ ( 79,512 ) 1,782,568 $ ( 50,282 ) $ 1,382

Private placement (Note 13) 4,687,500 — 74,798 — — — — — — 74,798

Restricted stock activity 79,545 — ( 376 ) — — — — — — ( 376 )

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Share-based compensation expense — — 4,015 — — — — — — 4,015

Net loss — — — — — — ( 45,759 ) — — ( 45,759 )

— — — — — — 23,812 — — 23,812

Other comprehensive income, net of tax — — — — — 10,046 — — — 10,046

Balance, October 1, 2022 32,024,911 $ 3 $ 173,103 — $ — $ ( 41,930 ) $ ( 79,512 ) 1,782,568 $ ( 50,282 ) $ 1,382

Balance, September 30, 2023 32,165,225 $ 3 $ 177,861 — $ — $ ( 31,884 ) $ ( 55,700 ) 1,782,568 $ ( 50,282 ) $ 39,998

The accompanying notes are an integral part of these consolidated financial statements.

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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 ended October 1, 2022, October 2, 2021 and October 3, 2020 are referred to herein as “fiscal 2022,” “fiscal 2021” and “fiscal 2020,” respectively.

There were 52 weeks in fiscal 2022 and fiscal 2021, and there were 53 weeks in fiscal 2020.

The fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021 are referred to herein as “fiscal 2023,” “fiscal 2022” and “fiscal 2021,” respectively.

There were 52 weeks in fiscal 2023, fiscal 2022, and fiscal 2021.

Impacts of COVID-19 and Subsequent Supply Chain Constraints on our Business

Towards the end of our second quarter of fiscal 2020, the novel coronavirus known as "COVID-19" spread throughout the world, resulting in a global pandemic.

Towards the end of the second quarter of our fiscal year that ended October 3, 2020 (“fiscal 2020”), the novel coronavirus known as COVID-19 spread throughout the world, resulting in a global pandemic.

Countermeasures taken to address the COVID-19 pandemic included virtual and hybrid schooling in many jurisdictions throughout the United States of America ("U.S.") and Canada.

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significant increased demand for consumer products containing certain materials required for the production of vehicles, such as microchips, as consumers spent stimulus and other funds on items for their homes;

These supply chain disruptions have had a significant adverse impact our operations and results during the second half of fiscal 2021 and all of fiscal 2022 due to higher purchasing costs, including freight costs incurred to expedite receipt of critical components, increased manufacturing inefficiencies and our inability to complete the production of buses to fulfill sales orders.

These supply chain disruptions had a significant adverse impact our operations and results during the second half of fiscal 2021 and all of fiscal 2022 due to higher purchasing costs, including freight costs incurred to expedite receipt of critical components, increased manufacturing inefficiencies and our inability to complete the production of buses to fulfill sales orders.

Towards the end of fiscal 2022 and continuing into fiscal 2023, there were slight improvements in the supply chain's ability to deliver the parts and components necessary to support our production operations, resulting in increased (i) manufacturing efficiencies and (ii) production of buses to fulfill sales orders during fiscal 2023.

However, the higher costs charged by suppliers to procure inventory that continued into fiscal 2023 had a significant adverse impact on our operations and results.

Specifically, such cost increases outpaced the increases in sales prices that we charged for the buses that were sold during the first quarter of fiscal 2023, many of which were included in the backlog of fixed price sales orders originating in fiscal 2021 and the early months of fiscal 2022 that carried forward into fiscal 2023.

During the remainder of fiscal 2023, the buses that were sold were generally included in the backlog of fixed price sales orders originating more recently (i.e., the latter months of fiscal 2022 and in fiscal 2023), with the cumulative increases in sales prices we charged for those buses generally outpacing the higher costs we paid to procure inventory, resulting in gross profit during the quarters.

While the gross margin on bus sales during the second quarter of fiscal 2023 lagged the historical gross margin reported prior to the COVID-19 pandemic, it returned to more normal historical levels during the latter half of fiscal 2023.

Additionally, Russian military forces launched a large-scale invasion of Ukraine on February 24, 2022, which further exacerbated global supply chain disruptions.

While the Company has no assets or customers in either of these countries, this military conflict significantly impacted our financial results during the second half of fiscal 2022, primarily in an indirect manner since the Company does not sell to customers located in, or source goods directly from, either country.

Specifically, it has contributed to increased a) costs charged by suppliers for the purchase of inventory that is at least partially dependent on resources originating from either of the countries and b) freight costs, both of which negatively impacted the gross profit recognized on sales during the second half of fiscal 2022.

The continuing development and fluidity of the pandemic and subsequent supply chain constraints and their trailing impacts preclude any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity.

While the Company has no assets or customers in either of these countries, this military conflict significantly impacted our financial results during the second half of fiscal 2022 and continuing into fiscal 2023, primarily in an indirect manner since the Company does not sell to customers located in, or source goods directly from, either country.

Significant uncertainty exists concerning the magnitude and duration of the pandemic and subsequent supply chain constraints and accordingly, precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity.

Summary of Significant Accounting Policies and Recently Issued Accounting Standards

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We reduce revenue at the recording date by the full amount of potential future interest we may be obligated to pay, which is an application of the "most likely amount" method.

For parts sales, control is generally transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the products, which generally coincides with the point in time when the customer has assumed risk of loss and title has passed for the goods sold.

For parts sales, control is generally transferred when the

customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the products, which generally coincides with the point in time when the customer has assumed risk of loss and title has passed for the goods sold.

The Company sells extended warranties related to its products.

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Debt Issue Costs

Amounts paid directly to lenders or as an original issue discount and amounts classified as issuance costs are recorded as a reduction in the carrying value of the debt, for which the Company had deferred financing costs totaling $ 1.4 million and $ 2.0 million at October 1, 2022 and October 2, 2021, respectively, incurred in connection with its debt facilities and related amendments.

Amounts paid directly to lenders or as an original issue discount and amounts classified as issuance costs are recorded as a reduction in the carrying value of the debt, for which the Company had deferred financing costs totaling $ 1.5 million and $ 1.4 million at September 30, 2023 and October 1, 2022, respectively, incurred in connection with its debt facilities and related amendments.

All deferred financing costs are amortized to interest expense.

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Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources.

The Company’s CODM is its President and Chief Executive Officer.

The Company’s CODM is its Chief Executive Officer.

As discussed further in Note 11, Segment Information , the Company determined its operating and reportable segments to be Bus and Parts.

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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.

ASU 2022-06 On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which defers the sunset date of ASC 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848.

The above amendments were effective for all entities from March 12, 2020 through December 31, 2022.

An entity could 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 included or was subsequent to March 12, 2020 or (ii) prospective basis from any date within an interim period that included or was subsequent to March 12, 2020 through the date that the interim financial statements were issued or available to be issued.

On March 5, 2021, the Intercontinental Exchange, Inc.

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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.

During fiscal 2022 , the Company’s interest rate collar, which was not designated in a hedge accounting relationship, and Amended Credit Agreement (defined below) were the only contracts that referenced an interest rate index (i.e., LIBOR) that is subject to the reference rate reform guidance included in the above amendments.

The interest rate collar matured on September 30, 2022, prior to the July 1, 2023 date on which the IBA will no longer publish applicable LIBOR tenors, and therefore, was not modified to reflect the discontinuation of LIBOR.

Accordingly, the Company was not required to decide whether or not to elect to adopt such amendments for the interest rate collar prior to December 31, 2022 (i.e., the last effective date for adopting the amendments).

On September 2, 2022, the Company executed a fifth amendment and limited waiver to the Credit Agreement (see Note 8, Debt , for further information), which among other things, resulted in an early opt-in to change one of the market interest rate indices that the Company can elect to accrue interest on outstanding borrowings from LIBOR to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (“SOFR”).

Such change will become effective at the end of the applicable interest period for any LIBOR borrowings outstanding on the fifth amendment effective date.

By the end of the first quarter of fiscal 2023, no outstanding borrowings will accrue interest utilizing LIBOR.

Although the modification had no impact on fiscal 2022 as no interest was accrued utilizing SOFR, the Company will adjust the effective interest rate on outstanding borrowings on a prospective basis, which is not expected to have a material impact on the consolidated financial statements.

The United Kingdom Financial Conduct Authority ("FCA"), which regulates the IBA, confirmed that, based on information it received from LIBOR panel banks, it did not expect that any LIBOR settings would become unrepresentative before the announced cessation dates summarized above.

With the maturity of the interest rate collar on September 30, 2022 (see Note 3) and execution of the Fifth Amended Credit Agreement (defined below) on September 2, 2022, which, among other things, changed one of the market interest rate indices that the Company can elect to accrue interest on outstanding borrowings from LIBOR to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (“SOFR”) and became effective at the end of the applicable interest period for any LIBOR borrowings outstanding on the fifth amendment effective date, the Company no longer has any contracts that reference LIBOR.

The change in interest rate indices from LIBOR to SOFR occurred at the end of December 2022 when the LIBOR interest rate on outstanding borrowings on the fifth amendment effective date matured.

At that time, the Company adjusted the effective interest rate on outstanding borrowings on a prospective basis, which did not have a material impact on the consolidated financial statements.

Any recently issued accounting standards not identified above do not apply to the Company or the impact is expected to be immaterial.

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( in thousands )

October 1, 2022 October 2, 2021

September 30, 2023 October 1, 2022

Accounts receivable $ 12,674 $ 12,634

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We expect to recognize $ 8.1 million of the outstanding contract liability in fiscal 2024, and the remaining balance thereafter.

Other Current Liabilities

The balance in other current liabilities as of September 30, 2023 includes approximately $ 18.5 million of funds awarded by the U.S.

Environmental Protection Agency in administering the U.S.

Infrastructure Investment and Jobs Act (“IIJA”) that was signed into law in mid-November 2021.

The IIJA allocates federal funds to help local school jurisdictions purchase zero and low emission school buses over a five year period.

The Company recorded the receipt of these funds as deferred revenue and expects to recognize the vast majority of this amount as revenue during first half of fiscal 2024 as the underlying buses are produced and delivered.

Self-Insurance

The following table reflects the total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated:

(in thousands) October 1, 2022 October 2, 2021

(in thousands) September 30, 2023 October 1, 2022

Current portion $ 4,475 $ 3,996

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No payments or receipts were exchanged on the interest rate collar contracts unless interest rates rose above or fell below the contracted ceiling or floor rates.

Throughout much of the fiscal year ended October 1, 2022, the three month LIBOR rate fell below the established floor, which required us to make $ 1.2 million in total cash payments to the counterparty.

Throughout much of fiscal 2021 and fiscal 2022, the three month LIBOR rate fell below the established floor, which required us to make $ 2.0 million and $ 1.2 million in total cash payments to the counterparty in each fiscal year, respectively.

The following table presents components of inventories at the dates indicated:

(in thousands) October 1, 2022 October 2, 2021

(in thousands) September 30, 2023 October 1, 2022

Raw materials $ 88,116 $ 106,070

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At October 1, 2022, certain Bus segment inventory had an approximate $ 8.8 million cumulative cost in excess of net realizable value, which was recognized as a loss in fiscal 2022.

No such cumulative cost in excess of net realizable value was present at September 30, 2023.

Property, Plant and Equipment

Property, plant and equipment, net, consisted of the following at the dates indicated:

(in thousands) October 1, 2022 October 2, 2021

(in thousands) September 30, 2023 October 1, 2022

Land $ 2,504 $ 2,504

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Impairments Net Goodwill

October 1, 2022

September 30, 2023

Bus $ 15,139 $ — $ 15,139

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The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated:

October 1, 2022 October 2, 2021

September 30, 2023 October 1, 2022

(in thousands) Gross

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Total amortization expense for intangible assets was $ 2.0 million, $ 2.0 million, and $ 2.2 million for fiscal 2023, fiscal 2022, and fiscal 2021, respectively.

Amortization expense for finite lived intangible assets for the next five years is expected to be as follows:

Remaining a mortization expense for finite lived intangible assets is expected to be as follows:

(in thousands)

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The amendment extended the maturity date to September 13, 2023, five years from the effective date of the first amendment.

The first amendment also amended the interest rate pricing matrix (as follows) as well as the principal payment schedule (which was subsequent amended as discussed below).

The first amendment also amended the interest rate pricing matrix (as follows) as well as the principal payment schedule (which was subsequently amended as discussed below).

In connection with the First Amended Credit Agreement, we incurred $ 2.0 million of debt discount and issuance costs, which were recorded as contra-debt and are being amortized over the life of the Amended Credit Agreement (defined below) using the effective interest method.

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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 could 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 13, Stockholders' Equity (Deficit) , for further details), the Availability Cap was permanently reduced to $100.0 million.

Following the issuance and sale of $ 75.0 million of common stock in a private placement transaction on December 15, 2021 (see Note 13, Stockholders' (Deficit) Equity , 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 set forth additional monthly reporting requirements in connection with the manufactured school bus units required by the financial performance covenants, when applicable.

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Fifth Amendment and Limited Waiver to the Credit Agreement

On September 2, 2022, the Company executed a fifth amendment and limited waiver to the Credit Agreement, First Amended Credit Agreement, Second Amended Credit Agreement, Third Amended Credit Agreement and Fourth Amended Credit Agreement ("Fifth Amended Credit Agreement" and collectively, the "Amended Credit Agreement").

The Fifth Amended Credit Agreement, among other things, resulted in Borrower and administrative agent jointly electing an early opt-in to change one of the market interest rate indices that Borrower can elect to accrue interest on outstanding borrowings from LIBOR, which is being discontinued subsequent to June 30, 2023, to SOFR.

Such change will become effective at the end of the applicable interest period for any LIBOR borrowings outstanding on the fifth amendment effective date.

The Fifth Amended Credit Agreement, among other things, resulted in Borrower and administrative agent jointly electing an early opt-in to change one of the market interest rate indices that Borrower can elect to accrue interest on outstanding borrowings from LIBOR, which was discontinued subsequent to June 30, 2023, to SOFR.

Such change became effective at the end of the applicable interest period for any LIBOR borrowings outstanding on the fifth amendment effective date.

The Fifth Amended Credit Agreement also provided covenant relief, through December 31, 2022, via a waiver of the $ 20.0 million minimum consolidated EBITDA covenant calculated on a four quarter trailing basis for the fiscal quarter ended October 1, 2022 and the 2,306 minimum Units Covenant calculated on a three fiscal month trailing basis for the fiscal month ended October 1, 2022.

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The remaining approximate $ 0.1 million was recorded to loss on debt modification on the Consolidated Statements of Operations.

Sixth Amendment to the Credit Agreement

On November 21, 2022, the Company executed a sixth amendment to the Credit Agreement, First Amended Credit Agreement, Second Amended Credit Agreement, Third Amended Credit Agreement, Fourth Amended Credit Agreement and Fifth Amended Credit Agreement ("Sixth Amended Credit Agreement" and collectively, the "Amended Credit Agreement").

The Sixth Amended Credit Agreement, among other things, extends the maturity date for both the Term Loan Facility and Revolving Credit Facility from September 13, 2023 to December 31, 2024.

The total Revolving Credit Facility commitment is reduced to an aggregate principal amount of $ 90.0 million, of which $ 80.0 million is available for Borrower to draw, with the remaining $ 10.0 million subject to written approval from the lenders, which, once obtained, will be irrevocable.

There was no change in the Term Loan Facility commitment;

however, the Sixth Amended Credit Agreement requires principal repayments approximating $ 5.0 million on a quarterly basis through September 30, 2024, with the remaining balance due upon maturity.

There were $ 151.6 million of term loan borrowings outstanding on the sixth amendment effective date.

The Sixth Amended Credit Agreement also provides for temporary amendments to certain financial performance covenants during the Amended Limited Availability Period, which will terminate on the date on which the Company’s TNLR for the two fiscal quarters most recently ended is each less than 4.00x and no default or event of default has occurred and is continuing.

However, the Amended Limited Available Period can re-occur upon a default or event of default or if the TNLR for the immediately preceding fiscal quarter is equal to or greater than 4.00x.

The minimum consolidated EBITDA that the Company is required to maintain during the Amended Limited Availability Period is updated as set forth in the table below (in millions):

Period Minimum Consolidated EBITDA

Fiscal quarter ending July 1, 2023 $ 50.0

Fiscal quarter ending September 30, 2023 $ 60.0

For purposes of complying with the above minimum consolidated EBITDA covenant, the Company’s consolidated EBITDA for the (i) two fiscal quarter period ending July 1, 2023 is multiplied by 2 and (ii) three fiscal quarter period ending September 30, 2023 is multiplied by 4/3.

The minimum liquidity (in the form of undrawn availability under the Revolving Credit Facility and unrestricted cash and cash equivalents) that the Company is required to maintain at the end of each fiscal month during the Amended Limited Availability Period is amended as set forth in the table below (in millions):

Period Minimum Liquidity

Sixth amendment effective date through December 30, 2023 $ 30.0

Additionally, the Units Covenant is amended for Units to be calculated at the end of each applicable fiscal month on a cumulative basis, with the minimum cumulative threshold that the Company is required to maintain during the Amended Limited Availability Period amended as set forth in the table below.

The Units Covenant is triggered only if the Company’s liquidity for the most-recently ended fiscal month is less than $ 50.0 million during the Amended Limited Availability Period:

Period Minimum Units Manufactured

Period from October 2, 2022 and ending October 29, 2022 450

Period from October 2, 2022 and ending November 26, 2022 900

Period from October 2, 2022 and ending December 31, 2022 1,400

Period from October 2, 2022 and ending January 28, 2023 1,900

Period from October 2, 2022 and ending February 25, 2023 2,400

Period from October 2, 2022 and ending April 1, 2023 3,000

The Company is not required to comply with a maximum TNLR financial maintenance covenant for any fiscal quarters from the sixth amendment effective date through September 30, 2023, with the maximum threshold amended thereafter as follows :

Period Maximum Total

Net Leverage Ratio

Fiscal Quarter ending December 30, 2023 through the fiscal quarter ending March 30, 2024 4.00:1.00

Fiscal quarter ending June 29, 2024 and thereafter 3.50:1.00

The pricing grid in the Amended Credit Agreement, which is based on the TNLR, is applicable to both term loan and revolving borrowings and is determined in accordance with the amended pricing matrix set forth below:

Level Total Net Leverage Ratio ABR Loans SOFR 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 4.00x 2.00 % 3.00 %

VII Greater than or equal to 4.00x and less than 4.50x 2.75 % 3.75 %

VIII Greater than or equal to 4.50x and less than 5.00x 3.75 % 4.75 %

IX Greater than 5.00x 4.75 % 5.75 %

Further, the pricing margins for levels VII though IX above are each increased (x) by 0.25 % if the aggregate revolving borrowings are equal to or greater than $ 50.0 million and less than or equal to $ 80.0 million and (y) by 0.50 % if the aggregate revolving borrowings are greater than $ 80.0 million.

On the sixth amendment effective date, the interest rate was set at SOFR plus 5.75 % and was adjusted, as applicable, for the fiscal quarter ending December 31, 2022 and subsequently in accordance with the amended pricing grid set forth above.

Finally, the Company is required to deliver to the administrative agent, on a quarterly basis, a projected consolidated balance sheet and consolidated statements of projected operations and cash flows for the next four fiscal quarter period.

The Company incurred approximately $ 3.3 million in lender fees and other issuance costs relating to the sixth amendment.

Of such total, approximately $ 1.2 million and $ 1.5 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the 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 Consolidated Statements of Operations.

Additional Disclosures

On November 21, 2022, the maturity date of the Amended Credit Agreement was extended from September 13, 2023 to December 31, 2024 as discussed in Note 19, Subsequent Events .

Accordingly, the balance of borrowings outstanding on the Term Loan Facility and Revolving Credit Facility at October 1, 2022 have been classified within current and long-term liabilities on the Consolidated Balance Sheets and in the discussion below based upon the new maturity date.

Debt consisted of the following at the dates indicated:

(in thousands) October 1, 2022 October 2, 2021

(in thousands) September 30, 2023 October 1, 2022

Term loans, net of deferred financing costs of $ 1,456 and $ 1,410 , respectively

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If measured at fair value in the financial statements, the term loans would be classified as Level 2 in the fair value hierarchy.

At October 1, 2022 and October 2, 2021, $ 151.6 million and $ 166.5 million, respectively, were outstanding on the term loans.

At October 1, 2022 and October 2, 2021, the stated interest rates on the term loans were 7.9 % and 4.0 %, respectively.

At October 1, 2022 and October 2, 2021, the weighted-average annual effective interest rates for the term loans were 8.0 % and 6.0 %, respectively, which included amortization of the deferred debt issuance costs and interest payments relating to the interest rate collar, as applicable.

There were $ 20.0 million in borrowings outstanding on the Revolving Credit Facility at October 1, 2022.

Additionally, there were $ 6.3 million of Letters of Credit outstanding on October 1, 2022, providing the Company the ability to borrow $ 73.7 million on the revolving line of credit.

At September 30, 2023 and October 1, 2022, $ 131.8 million and $ 151.6 million, respectively, were outstanding on the term loans.

At September 30, 2023 and October 1, 2022, the stated interest rates on the term loans were 10.0 % and 7.9 %, respectively.

At September 30, 2023 and October 1, 2022, the weighted-average annual effective interest rates for the term loans were 10.9 % and 8.0 %, respectively, which included amortization of the deferred debt issuance costs and interest payments relating to the interest rate collar, as applicable.

There were no borrowings outstanding on the Revolving Credit Facility at September 30, 2023.

Additionally, there were $ 6.3 million of Letters of Credit outstanding on September 30, 2023, providing the Company the ability to borrow $ 83.7 million on the revolving line of credit.

Interest expense on all indebtedness for fiscal 2023, fiscal 2022 and fiscal 2021 was $ 18.0 million, $ 14.7 million, and $ 9.7 million, respectively.

The schedule of remaining principal maturities for the term loans is as follows at October 1, 2022:

The schedule of remaining principal maturities for the term loans is as follows at September 30, 2023:

(in thousands)

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Total remaining principal payments $ 131,800

The components of income tax benefit (expense) were as follows for the fiscal years presented:

On November 17, 2023, prior to filing our fiscal 2023 Form 10-K, the Amended Credit Agreement was refinanced via the execution of a new credit agreement.

Among other changes, the new credit agreement requires quarterly principal payments of approximately $ 1.3 million effective for the quarter ending March 30, 2024, with the remaining unpaid principal balance due on November 17, 2028.

See Note 20, Subsequent Events , for further discussion.

The components of income tax (expense) benefit were as follows for the fiscal years presented:

(in thousands) 2023 2022 2021

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State ( 243 ) — ( 82 )

Total current tax benefit (expense) $ 380 $ 266 $ ( 1,490 )

Total current tax (expense) benefit

$ ( 888 ) $ 380 $ 266

Deferred tax provision:

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State ( 1,835 ) 209 321

Total deferred tax benefit (expense) 11,071 925 ( 29 )

Income tax benefit (expense) $ 11,451 $ 1,191 $ ( 1,519 )

At October 1, 2022, the Company had $ 9.5 million in state tax credit carryforwards and $ 0.5 million federal tax credit carryforwards.

The Company maintains a partial valuation allowance on the state tax credit carryforwards.

Of this balance, the Company estimates approximately $ 6.3 million of state tax credit carryforwards will expire unused between 2025 and 2032.

At October 1, 2022, the Company had $ 37.1 million in state net operating loss ("NOL") carryforwards and $ 28.4 million Federal NOL carryforwards.

Of this balance, the Company estimates approximately $ 10.9 million of state NOL carryforwards will expire unused between 2028 and 2033.

Total deferred tax (expense) benefit

( 8,065 ) 11,071 925

Income tax (expense) benefit

$ ( 8,953 ) $ 11,451 $ 1,191

At September 30, 2023, the Company had $ 8.5 million (tax effected) in total state tax attributes, primarily comprised of $ 6.7 million (tax effected) in state tax credit carryforwards and $ 0.9 million (tax effected) in state net operating loss ("NOL") carryforwards.

The Company maintains a partial valuation allowance on these state tax attributes.

Specifically, the Company estimates that approximately $ 5.2 million (tax effected) of state tax credit carryforwards will expire unused between 2025 and 2032 and approximately $ 0.5 million (tax effected) of state NOL carryforwards will expire unused between 2028 and 2033.

At September 30, 2023, the Company had $ 0.2 million (tax effected) in Federal NOL carryforwards, which the Company estimates will be fully utilized in future periods.

The effective tax rates for fiscal 2023, fiscal 2022 and fiscal 2021 were 34.7 %, 21.6 % and 60.2 %, respectively.

The effective tax rate for fiscal 2023 differed from the statutory Federal income tax rate of 21.0 %.

The increase in the effective tax rate to 34.7 % was primarily due to the impacts of state taxes and certain permanent items on the Federal rate.

The effective tax rate for fiscal 2022 differed from the statutory Federal income tax rate of 21.0 %.

The increase in the effective tax rate to 21.6 % was primarily due to the impacts of state taxes on the Federal rate.

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These increases were partially offset by a change in uncertain tax positions.

The effective tax rate for fiscal 2020 differed from the statutory Federal income tax rate of 21 %.

There were minor items that lowered the effective tax rate to 14.5 %, primarily the impacts of tax credits and state taxes on the Federal rate.

These decreases were offset to a lesser degree by the recording of a partial valuation allowance for state taxes and minor return to accrual adjustments.

A reconciliation between the reported income tax benefit (expense) and the amount computed by applying the statutory federal income tax rate is as follows:

A reconciliation between the reported income tax (expense) benefit and the amount computed by applying the statutory federal income tax rate is as follows:

(in thousands) 2023 2022 2021

Federal tax benefit (expense) at statutory rate $ 11,141 $ 415 $ ( 2,203 )

Increase (reduction) in income tax benefit resulting from:

Federal tax (expense) benefit at statutory rate

$ ( 5,419 ) $ 11,141 $ 415

(Increase) reduction in income tax expense resulting from:

State taxes, net ( 1,700 ) 2,240 552

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Other ( 7 ) ( 35 ) 116

Income tax benefit (expense) $ 11,451 $ 1,191 $ ( 1,519 )

The guidance for accounting for uncertainty in income taxes requires that a determination be made regarding whether a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination, which is the threshold required for recognition of the tax position in the financial statements.

Income tax (expense) benefit

$ ( 8,953 ) $ 11,451 $ 1,191

recognition of the tax position in the financial statements.

During fiscal 2021, management obtained additional information that resulted in a conclusion that certain tax positions previously recognized in specific prior year financial statements may be subject to adjustment in conjunction with an examination.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were accrued interest and penalties of $ 0.1 million at October 1, 2022 and $ 0.3 million at October 2, 2021.

There was no accrued interest and penalties at September 30, 2023 and $ 0.1 million at October 1, 2022.

The Company is subject to taxation mostly in the U.S.

and various state jurisdictions.

At October 1, 2022, tax years prior to 2018 are generally no longer subject to examination by Federal and most state tax authorities.

At September 30, 2023, tax years prior to 2019 are generally no longer subject to examination by Federal and most state tax authorities.

The following table sets forth the sources of and differences between the financial accounting and tax bases of the Company’s assets and liabilities which give rise to the net deferred tax assets at the dates indicated:

(in thousands) October 1, 2022 October 2, 2021

(in thousands) September 30, 2023 October 1, 2022

Deferred tax liabilities

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Deferred tax assets less valuation allowance $ 22,582 $ 32,933

Net deferred tax assets $ 10,907 $ 740

Net deferred tax (liabilities) assets $ ( 331 ) $ 10,907

Guarantees, Commitments and Contingencies

At October 1, 2022, the Company had a number of product liability and other cases pending.

At September 30, 2023, the Company had a number of product liability and other cases pending.

Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its positions, the ultimate resolution of these matters will not have a material adverse impact on the Company’s financial statements.

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The Company is currently not involved in any material environmental proceedings and therefore, management believes that the resolution of environmental matters will not have a material adverse effect on the Company’s financial statements.

Our environmental liability using a discount rate of 7.1 %, included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $ 0.1 million and $ 0.2 million at October 1, 2022 and October 2, 2021, respectively.

The estimated remaining undiscounted payments at October 1, 2022 are as follows:

(in thousands)

Year Future Payments

Total remaining principal payments $ 124

Future expenditures may exceed the amounts accrued and estimated.

Our environmental liability, included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $ 0.3 million and $ 0.1 million at September 30, 2023 and October 1, 2022, respectively.

Cash flows over the next five years are expected to be immaterial each year, with no material difference between total cash flows and our accrued balance.

Lease Commitments

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The following table summarizes the lease amounts included on the Consolidated Balance Sheets as follows:

(in thousands) Balance Sheet Location October 1, 2022 October 2, 2021

(in thousands) Balance Sheet Location September 30, 2023 October 1, 2022

Operating Property, plant and equipment $ 4,298 $ 5,487

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Lease liability maturities are presented in the following table:

(in thousands) October 1, 2022

(in thousands) September 30, 2023

Fiscal Years Ended Operating Finance Total

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Lease terms and discount rates are presented in the following table:

October 1, 2022

September 30, 2023

Operating Finance

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Interest income 1,004 9 4

Other income, net 2,947 1,776 738

Other (expense) income, net

( 8,307 ) 2,947 1,776

Loss on debt modification ( 537 ) ( 632 ) ( 598 )

(Loss) income before income taxes $ ( 53,051 ) $ ( 1,978 ) $ 10,491

Income (loss) before income taxes

$ 25,805 $ ( 53,051 ) $ ( 1,978 )

Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented:

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(2) Includes shipping and handling revenue, extended warranty income, surcharges, chassis, and bus shell sales.

Stockholders’ Equity (Deficit)

Stockholders’ (Deficit) Equity

Sale of Common Stock

On December 15, 2021, the Company issued and sold through a private placement an aggregate 4,687,500 shares of its common stock at $ 16.00 per share (“Private Placement”) to Coliseum Capital Partners and Blackwell Partners LLC (collectively, “Coliseum”), with net proceeds of $ 74.8 million.

Subsequent to the sale, Coliseum owns an approximate 15 % equity interest in the Company.

In connection with the purchase of the shares, Coliseum receives customary registration rights and the Company added Adam Gray of Coliseum as a Class II director.

The Company used the net proceeds from the Private Placement to repay outstanding revolving borrowings as required by the terms of the Credit Agreement, which increased the available borrowing capacity of the Revolving Credit Facility that could be used for working capital and other general corporate purposes, including acquisitions, investments in technologies or businesses, operating expenses and capital expenditures.

(Loss) Earnings Per Share

and Blackwell Partners LLC – Series A (collectively, “Coliseum”), with net proceeds of $ 74.8 million.

Subsequent to the sale, Coliseum owned an approximate 15 % equity interest in the Company.

During the second half of fiscal 2023, Coliseum sold all of its shares of common stock purchased through the private placement (see Note 19 for further information).

Earnings (Loss) Per Share

The following table presents the basic and diluted earnings per share computation for the fiscal years presented:

(in thousands except share data) 2023 2022 2021

Net (loss) income $ ( 45,759 ) $ ( 289 ) $ 12,185

Basic (loss) earnings per share:

Net income (loss)

$ 23,812 $ ( 45,759 ) $ ( 289 )

Basic earnings (loss) per share:

Weighted average common shares outstanding 32,071,940 31,020,399 27,139,054

Basic (loss) earnings per share $ ( 1.48 ) $ ( 0.01 ) $ 0.45

Diluted (loss) earnings per share (1):

Basic earnings (loss) per share

$ 0.74 $ ( 1.48 ) $ ( 0.01 )

Diluted earnings (loss) per share (1):

Weighted average common shares outstanding 32,071,940 31,020,399 27,139,054

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Weighted average shares and dilutive potential common shares 32,258,652 31,020,399 27,139,054

Diluted (loss) earnings per share $ ( 1.48 ) $ ( 0.01 ) $ 0.45

Diluted earnings (loss) per share

$ 0.74 $ ( 1.48 ) $ ( 0.01 )

(1) Potentially dilutive securities representing 0.7 million and 0.5 million shares of common stock were excluded from the computation of diluted earnings per share for fiscal 2023 and fiscal 2022, respectively, as their effect would have been anti-dilutive.

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expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted average expected term of the options.

For fiscal 2020, the volatility assumption used in the Black-Scholes option-pricing model was based on peer group volatility because we did not have a sufficient trading history as a stand-alone public company.

Because we do not have sufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption is based on the simplified method under U.S.

GAAP, which is based on the vesting period and contractual term for each

vesting tranche of awards.

GAAP, which is based on the vesting period and contractual term for each vesting tranche of awards.

The mid-point between the vesting date and the expiration date is used as the expected term under this method.

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The Company has never declared or paid a cash dividend on its common stock.

Restricted stock and RSUs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of our common stock on the grant date.

Restricted stock and RSUs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of our

common stock on the grant date.

We expense any award with graded-vesting features using a straight-line attribution method and account for forfeitures in recording share-based compensation expense as they occur.

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Compensation expense for restricted stock awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 3.2 million, $ 2.6 million, and $ 3.9 million for fiscal 2023, fiscal 2022, and fiscal 2021, respectively, with associated tax benefits of $ 0.8 million, $ 0.7 million, and $ 1.0 million, respectively.

At October 1, 2022, unrecognized compensation cost related to restricted stock awards totaled $ 1.0 million and is expected to be recognized over a weighted-average period of 0.5 years.

At September 30, 2023, unrecognized compensation cost related to restricted stock awards totaled $ 10.4 million and is expected to be recognized over a weighted-average period of 1.5 years.

Stock Option Awards

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Fully vested and exercisable options, end of year (3) 387,796 $ 17.81

(1) Stock options exercised during the fiscal year had an aggregate intrinsic value totaling less than $ 0.1 million.

(1) Stock options exercised during the fiscal year had an aggregate intrinsic value totaling $ 0.3 million.

(2) Stock options outstanding at the end of the fiscal year had $ 3.2 million intrinsic value.

(3) Fully vested and exercisable options at the end of the fiscal year had $ 1.4 million intrinsic value.

The total aggregate intrinsic value of stock options exercised during fiscal 2021 and fiscal 2020 was $ 1.1 million and $ 4.3 million, respectively.

The total aggregate intrinsic value of stock options exercised during fiscal 2022 and fiscal 2021 was less than $ 0.1 million and $ 1.1 million, respectively.

Compensation expense for stock option awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 0.8 million, $ 0.9 million, and $ 1.9 million for fiscal 2023, fiscal 2022, and fiscal 2021, respectively, with associated tax benefits of $ 0.2 million, $ 0.2 million, and $ 0.5 million, respectively.

At October 1, 2022, unrecognized compensation cost related to stock option awards totaled $ 0.4 million and is expected to be recognized over a weighted-average period of 1.2 years.

At September 30, 2023, unrecognized compensation cost related to stock option awards totaled $ 0.9 million and is expected to be recognized over a weighted-average period of 1.4 years.

The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions made and resulting grant-date fair values during the fiscal years presented:

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No accrual of future benefits is calculated beyond this date.

The Company made no contributions to the Defined Benefit Plan during fiscal 2022 and made $ 4.9 million contributions in fiscal 2021.

The Company made $ 1.1 million of contributions to the Defined Benefit Plan during fiscal 2023 and made no contributions in fiscal 2022.

For fiscal 2023 and fiscal 2022, benefits paid were $ 13.2 million and $ 8.6 million, respectively.

The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $ 122.6 million and $ 160.1 million at October 1, 2022 and October 2, 2021, respectively.

The fiscal 2023 benefit payments included $ 5.2 million paid to certain participants who met certain specified criteria (including that they were former employees of the Company who earned enough service to qualify for pension benefits under the terms of the Defined Benefit Plan while they were employed but were not otherwise receiving retirement payments on the date that the benefits were paid) and elected to receive a single lump-sum payment in lieu of future retirement payments, with no similar payments made in fiscal 2022.

The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $ 108.4 million and $ 122.6 million at September 30, 2023 and October 1, 2022, respectively.

The reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated is presented in the following table:

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Projected benefit obligations balance, end of year $ 108,393 $ 122,571

(1) Includes assumption changes resulting from (i) changes in the utilized discount rate to value the future obligations, and (ii) updates to the mortality table projections used in the calculation of the benefit obligations.

(1) Includes assumption changes, as applicable, resulting from (i) changes in the utilized discount rate to value the future obligations, and (ii) updates to the mortality table projections used in the calculation of the benefit obligations.

The summary and reconciliation of the beginning and ending balances of the fair value of the Defined Benefit Plan assets are as follows:

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Funded Status

(in thousands) October 1, 2022 October 2, 2021

(in thousands) September 30, 2023 October 1, 2022

Benefit obligation $ 108,393 $ 122,571

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(in thousands) Level 1 Level 2 Level 3 Total

October 1, 2022

September 30, 2023

Equity securities $ — $ 60,055 $ — $ 60,055

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Total assets at fair value $ — $ 106,547 $ — $ 106,547

The following table represents net periodic benefit (income) expense and changes in plan assets and benefit obligations recognized in other comprehensive (income) loss, before tax effect, for the fiscal years presented:

The following table represents net periodic benefit expense (income) and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented:

(in thousands) 2023 2022 2021

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Amortization of net loss 1,195 1,163 1,861

Net periodic benefit income $ ( 2,960 ) $ ( 1,689 ) $ ( 717 )

Net (gain) loss $ ( 2,605 ) $ ( 16,038 ) $ 4,671

Net periodic benefit expense (income)

$ 712 $ ( 2,960 ) $ ( 1,689 )

$ ( 12,024 ) $ ( 2,605 ) $ ( 16,038 )

Amortization of net loss ( 1,195 ) ( 1,163 ) ( 1,861 )

Total recognized in other comprehensive (income) loss $ ( 3,768 ) $ ( 17,899 ) $ 2,951

Total recognized in net periodic pension benefit income and other comprehensive (income) loss $ ( 6,728 ) $ ( 19,588 ) $ 2,234

Total recognized in other comprehensive income

$ ( 13,219 ) $ ( 3,768 ) $ ( 17,899 )

Total recognized in net periodic pension benefit expense (income) and other comprehensive income

$ ( 12,507 ) $ ( 6,728 ) $ ( 19,588 )

The estimated net loss for the Defined Benefit Plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $ 0.7 million.

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Weighted-average assumptions used to determine benefit obligations:

October 1, 2022 October 2, 2021

September 30, 2023 October 1, 2022

Discount rate 5.70 % 5.10 %

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Weighted-average assumptions used to determine net periodic benefit cost:

October 1, 2022 October 2, 2021

September 30, 2023 October 1, 2022

Discount rate 5.10 % 2.80 %

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The Defined Benefit Plan asset allocations at the dates indicated are as follows:

October 1, 2022 October 2, 2021

September 30, 2023 October 1, 2022

Equity securities 57 % 47 %

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During fiscal 2023, fiscal 2022 and fiscal 2021, the Company offered a 50 % match on the first 6 % of the employee’s contributions.

However, due to the impacts of COVID-19 and subsequent supply chain constraints, the Company temporarily paused this match from October 2020 through July 2021 and again from August 2022 through the end of fiscal 2022.

The plans also provide for an additional discretionary match depending on Company performance.

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Employee Compensation Plans

The MIP compensates certain key salaried management employees and is derived based upon the "Adjusted EBITDA" (earnings before interest, taxes, depreciation, and amortization, as adjusted) and "Free Cash Flow" metrics.

There were no MIP bonus liabilities included in accrued expenses on the Consolidated Balance Sheets at October 1, 2022 or October 2, 2021.

The MIP compensates certain salaried employees and is derived based upon the "Adjusted EBITDA" (earnings before interest, taxes, depreciation, and amortization, as adjusted) and "Free Cash Flow" metrics.

There was $ 8.3 million in MIP bonus liabilities included in accrued expenses on the Consolidated Balance Sheets at September 30, 2023 and none at October 1, 2022.

Equity Investment in Affiliate

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The carrying amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and any dividends received.

At October 1, 2022 and October 2, 2021, the carrying value of the Company's investment was $ 10.7 million and $ 14.8 million, respectively.

At September 30, 2023 and October 1, 2022, the carrying value of the Company's investment was $ 17.6 million and $ 10.7 million, respectively.

During fiscal 2023 and fiscal 2022, Micro Bird did not pay any dividends to the venture partners.

In recognizing the Company’s 50 % portion of Micro Bird net income or loss, the Company recorded $( 4.2 ) million, $ 0.5 million, and $ 3.2 million in equity in net (loss) income of non-consolidated affiliate for fiscal 2022, fiscal 2021, and fiscal 2020, respectively.

In recognizing the Company’s 50 % portion of Micro Bird net income or loss, the Company recorded $ 7.0 million, $( 4.2 ) million, and $ 0.5 million in equity in net income (loss) of non-consolidated affiliate for fiscal 2023, fiscal 2022, and fiscal 2021, respectively.

Micro Bird's summarized balance sheet information at its September 30 year end is as follows:

Balance Sheet

(in thousands) 2023 2022

Current assets $ 72,232 $ 46,951

Non-current assets 21,220 20,625

Total assets $ 93,452 $ 67,576

Current liabilities 64,230 53,022

Non-current liabilities 2,359 1,036

Total liabilities $ 66,589 $ 54,058

Net assets $ 26,863 $ 13,518

Micro Bird's summarized financial results for its three fiscal years ended September 30 are as follows:

Income Statement

(in thousands) 2023 2022 2021

Revenues $ 203,086 $ 128,343 $ 131,028

Gross profit 35,453 2,071 10,370

Operating income (loss)

18,310 ( 10,453 ) 1,602

Net income (loss)

13,244 ( 8,924 ) 1,438

Accumulated Other Comprehensive Loss

1 unchanged sentence

(in thousands) Defined Benefit Pension Plan Total AOCL

Balance, September 28, 2019 $ ( 56,154 ) $ ( 56,154 )

Balance, October 3, 2020 $ ( 58,397 ) $ ( 58,397 )

Other comprehensive loss, gross 16,038 16,038

12 unchanged sentences

Income taxes ( 3,173 ) ( 3,173 )

Balance, October 1, 2022 $ ( 41,930 ) $ ( 41,930 )

Balance, September 30, 2023 $ ( 31,884 ) $ ( 31,884 )

Stockholder Transaction Costs

On June 7, 2023, the Company entered into an underwriting agreement with BofA Securities, Inc.

and Barclays Capital Inc., as representatives of the several underwriters and American Securities LLC and Coliseum ("Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell 5,175,000 shares of common stock, including the sale of 675,000 shares pursuant to the underwriters’ exercise of their over-allotment option, at a purchase price of $ 20.00 per share.

On September 11, 2023, the Company entered into another underwriting agreement with Barclays Capital, Inc., and the Selling Stockholders, pursuant to which the Selling Stockholders agreed to sell 2,500,000 shares of common stock, at purchase price of $ 21.00 per share (collectively, "Offerings")

The Offerings were conducted pursuant to prospectus supplements, dated June 7, 2023 and September 11, 2023, respectively, to the prospectus, dated December 22, 2021, included in the Company’s registration statement on Form S-3 (File No.

333-261858) that was initially filed with the SEC on December 23, 2021.

The Offerings closed on June 12, 2023 and September 14, 2023, respectively.

Although the Company did not sell any shares or receive any proceeds from the Offerings, it was required to pay certain expenses in connection with the Offerings, which totaled $ 7.4 million during fiscal 2023, with no similar expense recorded during fiscal 2022.

The $ 7.4 million of expense is included within other (expense) income, net on the Consolidated Statements of Operations for fiscal 2023.

Subsequent Events

Sixth Amendment to the Credit Agreement

The Sixth Amended Credit Agreement, among other things, extends the maturity date for both the Term Loan Facility and Revolving Credit Facility from September 13, 2023 to December 31, 2024.

There was no change in the Term Loan Facility commitment;

however, the Sixth Amended Credit Agreement requires principal repayments approximating $ 5.0 million on a quarterly basis through September 30, 2024, with the remaining balance due upon maturity.

There were $ 151.6 million of term loan borrowings outstanding on the sixth amendment effective date.

However, the Amended Limited Available Period can re-occur upon a default or event of default or if the TNLR for the immediately preceding fiscal quarter is equal to or greater than 4.00x.

The minimum consolidated EBITDA that the Company is required to maintain during the Amended Limited Availability Period is updated as set forth in the table below (in millions):

Period Minimum Consolidated EBITDA

Fiscal quarter ending July 1, 2023 $ 50.0

Fiscal quarter ending September 30, 2023 $ 60.0

Period Minimum Liquidity

Sixth amendment effective date through December 30, 2023 $ 30.0

The Units Covenant is triggered only if the Company’s liquidity for the most-recently ended fiscal month is less than $50.0 million during the Amended Limited Availability Period:

Period Minimum Units Manufactured

Period from October 2, 2022 and ending October 29, 2022 450

Period from October 2, 2022 and ending November 26, 2022 900

Period from October 2, 2022 and ending December 31, 2022 1,400

Period from October 2, 2022 and ending January 28, 2023 1,900

Period from October 2, 2022 and ending February 25, 2023 2,400

Period from October 2, 2022 and ending April 1, 2023 3,000

Period Maximum Total

Net Leverage Ratio

Fiscal Quarter ending December 30, 2023 through the fiscal quarter ending March 30, 2024 4.00:1.00

Fiscal quarter ending June 29, 2024 and thereafter 3.50:1.00

2023 Credit Agreement

On November 17, 2023 (the “2023 Closing Date”), Borrower executed a $ 250.0 million five-year credit agreement with Bank of Montreal, acting as administrative agent and an issuing bank;

several joint lead arranger partners and issuing banks, including Bank of America;

and a syndicate of other lenders (the "2023 Credit Agreement").

The credit facilities provided for under the 2023 Credit Agreement consist of a term loan facility in an aggregate initial principal amount of $ 100.0 million (the “2023 Term Loan Facility”) and a revolving credit facility with aggregate commitments of $ 150.0 million.

The revolving credit facility includes a $ 25.0 million letter of credit sub-facility and $ 5.0 million swingline sub-facility (the “2023 Revolving Credit Facility,” and together with the 2023 Term Loan Facility, each a “2023 Credit Facility” and collectively, the “2023 Credit Facilities”).

A minimum of $ 100.0 million of additional term loans and/or revolving credit commitments may be incurred under the 2023 Credit Agreement, subject to certain limitations as set forth in the 2023 Credit Agreement, and which additional loans and/or commitments would require further commitments from existing lenders or from new lenders.

Borrower has the right to prepay the loans outstanding under the 2023 Credit Facilities without premium or penalty (subject to customary breakage costs, if applicable).

Additionally, proceeds from asset sales, condemnation, casualty insurance and/or debt issuances (in certain circumstances) are required to be used to prepay borrowings outstanding under the 2023 Credit Facilities.

Borrowings under the 2023 Term Loan Facility, which were made at the 2023 Closing Date, may not be re-borrowed once they are repaid while borrowings under the 2023 Revolving Credit Facility may be repaid and reborrowed from time to time at our election.

The 2023 Term Loan Facility is subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, commencing on March 30, 2024, with 5.0 % of the $ 100.0 million aggregate principal amount of all initial term loans outstanding at the 2023 Closing Date payable each year prior to the maturity date of the 2023 Term Loan Facility.

The remaining initial aggregate principal amount outstanding under the 2023 Term Loan Facility, as well as any outstanding borrowings under the 2023 Revolving Credit Facility, will be payable on the November 17, 2028 maturity date of the 2023 Credit Agreement.

The 2023 Credit Facilities are guaranteed by all of the Company’s wholly-owned domestic restricted subsidiaries (subject to customary exceptions) and are secured by a security agreement which pledges a lien on virtually all of the assets of Borrower, the Company and the Company’s other wholly-owned domestic restricted subsidiaries, other than any owned or leased real property and subject to customary exceptions.

The $ 100.0 million of 2023 Term Loan Facility proceeds and $ 36.2 million of 2023 Revolving Credit Facility proceeds that were borrowed on the 2023 Closing Date were used to pay (i) the $ 131.8 million of Term Loan Facility indebtedness outstanding under the Amended Credit Agreement (ii) interest and commitment fees accrued under the Amended Credit Agreement through the 2023 Closing Date and (iii) transaction costs associated with the consummation of the 2023 Credit Agreement.

Under the terms of the 2023 Credit Agreement, Borrower, the Company and the Company’s other wholly-owned domestic restricted subsidiaries are subject to customary affirmative and negative covenants and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies).

Borrowings under the 2023 Credit Facilities bear interest, at our option, at (i) base rate or (ii) SOFR plus 0.10 %, plus an applicable margin depending on the TNLR of the Company as follows:

Level Total Net Leverage Ratio ABR Loans SOFR Loans

I Less than 1.00x

0.75 % 1.75 %

II Greater than or equal to 1.00x and less than 1.50x

1.50 % 2.50 %

III Greater than or equal to 1.50x and less than 2.25x

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 4.00x 2.00 % 3.00 %

VII Greater than or equal to 4.00x and less than 4.50x 2.75 % 3.75 %

VIII Greater than or equal to 4.50x and less than 5.00x 3.75 % 4.75 %

IX Greater than 5.00x 4.75 % 5.75 %

Further, the pricing margins for levels VII though IX above are each increased (x) by 0.25 % if the aggregate revolving borrowings are equal to or greater than $ 50.0 million and less than or equal to $ 80.0 million and (y) by 0.50% if the aggregate revolving borrowings are greater than $ 80.0 million.

On the sixth amendment effective date, the interest rate was set at SOFR plus 5.75% and will be adjusted, as applicable, for the fiscal quarter ending December 31, 2022 and subsequently in accordance with the amended pricing grid set forth above.

2.00 % 3.00 %

IV Greater than or equal to 2.25x

2.25 % 3.25 %

Pricing on the Closing Date was set at Level III until receipt of the financial information and related compliance certificate for the first fiscal quarter ending after the 2023 Closing Date.

Borrower is also required to pay lenders an unused commitment fee of between 0.25 % and 0.45 % per annum on the undrawn commitments under the 2023 Revolving Credit Facility, depending on the TNLR, quarterly in arrears.

The 2023 Credit Agreement also includes a requirement that the Company comply with the following financial covenants on the last day of each fiscal quarter through maturity:

(i) a pro forma TNLR of not greater than 3.00:1.00 and (ii) a pro forma fixed charge coverage ratio (as defined in the 2023 Credit Agreement) of not less than 1.20:1.00.

Joint Venture

On December 7, 2023, the Company, through its wholly owned subsidiary, BBBC, and GC Mobility Investments I, LLC, a wholly owned subsidiary of Generate Capital, PBC (“Generate Capital”), a sustainable investment company focusing on clean energy, transportation, water, waste, agriculture, smart cities and industrial decarbonization, executed a definitive agreement (“Joint Venture Agreement”) establishing a joint venture, Clean Bus Solutions, LLC, to provide a fleet-as-a-service ("FaaS") offering using electric school buses manufactured and sold by the Company (“Joint Venture”).

The service will be offered to qualified customers of the Company.

Through the Joint Venture, the Company will provide its end customers with turnkey electrification solutions, including a wide product range consisting of, among others, electric school buses, financing of electric buses and supporting charging infrastructure, project planning and management, and fleet optimization.

The Company and Generate Capital will initially have an equal common ownership interest in the Joint Venture, and will initially jointly share management responsibility and control, with each party having certain customary consent and approval rights and control triggers.

The parties have each agreed to contribute up to $ 10.0 million to the Joint Venture, as agreed from time to time, for common interests to fund administrative expenses, and up to an additional $ 100.0 million of capital in the form of preferred interests to fund the purchase, delivery, installation, operation and maintenance of FaaS projects, inclusive of Blue Bird electric school buses and associated charging infrastructure.

Of this amount, the Company has committed to provide up to $ 20.0 million and Generate Capital has committed to provide up to $ 80.0 million, with the Company’s aggregate commitment in any one year not to exceed $ 10.0 million without its consent.

In accordance with the terms of the Joint Venture Agreement, the Company will promote the Joint Venture as the Company’s preferred FaaS offering for electric school buses and has agreed to not participate as a joint venture partner in any other similar FaaS offering for electric school buses, except as an original equipment manufacturer of buses.

The Company’s obligations do not prevent or limit any activities of its dealers.

The Joint Venture has a perpetual duration subject to the right of either party to terminate early upon the occurrence of certain events of default or the failure to achieve certain milestones set forth in the terms of the Joint Venture Agreement.

In connection with the execution of the Joint Venture Agreement, the Company granted Generate Capital warrants to purchase an aggregate of 1,000,000 shares of Company common stock at an exercise price of $ 25.00 per share (“Warrants”), during a five-year exercise period.

Two-thirds of the Warrants are immediately exercisable;

the remaining Warrants will become exercisable upon certain funding conditions being satisfied.

The exercise price and the number of shares issuable upon exercise of the Warrants are subject to adjustment in the event of a recapitalization, stock dividend or similar event.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data