What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2024-02-07 · 105 added, 85 removed, 376 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of dollars, except for share data) December 30, 2023 September 30, 2023

(in thousands of dollars, except for share data) March 30, 2024 September 30, 2023

Current assets

34 unchanged sentences

Stockholders' equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at December 30, 2023 and September 30, 2023

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,198,592 and 32,165,225 shares outstanding at December 30, 2023 and September 30, 2023, respectively

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares outstanding at March 30, 2024 and September 30, 2023

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,299,065 and 32,165,225 shares outstanding at March 30, 2024 and September 30, 2023, respectively

Additional paid-in capital 191,216 177,861

1 unchanged sentence

Accumulated other comprehensive loss ( 31,622 ) ( 31,884 )

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

Treasury stock, at cost, 1,782,568 shares at March 30, 2024 and September 30, 2023

( 50,282 ) ( 50,282 )

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(in thousands of dollars except for share data) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars except for share data) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Net sales $ 345,915 $ 299,814 $ 663,575 $ 535,546

3 unchanged sentences

Selling, general and administrative expenses 27,571 23,205 53,173 40,037

Operating profit (loss) $ 37,956 $ ( 9,375 )

Operating profit

$ 36,068 $ 12,444 $ 74,024 $ 3,069

Interest expense ( 2,812 ) ( 5,192 ) ( 6,443 ) ( 9,388 )

7 unchanged sentences

Equity in net income of non-consolidated affiliate

1,942 1,597 3,904 1,666

Net income (loss) $ 26,023 $ 7,130 $ 52,173 $ ( 4,164 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Net income (loss) $ 26,023 $ 7,130 $ 52,173 $ ( 4,164 )

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023

Cash flows from operating activities

27 unchanged sentences

Term loan borrowings - new credit agreement (Note 4)

Term loan repayments - previous credit agreement (Note 4)

Term loan repayments (Note 4)

( 133,050 ) ( 9,900 )

4 unchanged sentences

Cash received from stock option exercises 1,751 66

Total cash provided by (used in) financing activities $ 995 $ ( 23,359 )

Total cash used in financing activities $ ( 35,020 ) $ ( 33,444 )

Change in cash, cash equivalents, and restricted cash 14,108 7,532

1 unchanged sentence

Cash, cash equivalents, and restricted cash at end of period $ 93,096 $ 18,011

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023

Supplemental disclosures of cash flow information

4 unchanged sentences

Changes in accounts payable for capital additions to property, plant and equipment $ 780 $ 1,019

Accrue debt modification costs — 61

Right-of-use assets obtained in exchange for operating lease obligations 1,241 199

6 unchanged sentences

Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Shares Amount Total Stockholders' Equity (Deficit)

Balance, December 30, 2023 32,198,592 $ 3 $ 187,159 — $ — $ ( 31,753 ) $ ( 29,550 ) 1,782,568 $ ( 50,282 ) $ 75,577

Stock option activity 100,473 — 1,602 — — — — — — 1,602

Share-based compensation expense — — 2,455 — — — — — — 2,455

Net income — — — — — — 26,023 — — 26,023

Other comprehensive income, net of tax — — — — — 131 — — — 131

Balance, March 30, 2024 32,299,065 $ 3 $ 191,216 — $ — $ ( 31,622 ) $ ( 3,527 ) 1,782,568 $ ( 50,282 ) $ 105,788

Balance, December 31, 2022 32,032,067 $ 3 $ 173,592 — $ — $ ( 41,703 ) $ ( 90,806 ) 1,782,568 $ ( 50,282 ) $ ( 9,196 )

Stock option activity 4,082 — 66 — — — — — — 66

Share-based compensation expense — — 655 — — — — — — 655

Net income — — — — — — 7,130 — — 7,130

Other comprehensive income, net of tax — — — — — 227 — — — 227

Balance, April 1, 2023 32,036,149 $ 3 $ 174,313 — $ — $ ( 41,476 ) $ ( 83,676 ) 1,782,568 $ ( 50,282 ) $ ( 1,118 )

Six Months Ended

(in thousands of dollars, except for share data) Common Stock Convertible Preferred Stock Treasury Stock

Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Shares Amount Total Stockholders' Equity (Deficit)

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

6 unchanged sentences

Other comprehensive income, net of tax — — — — — 262 — — — 262

Balance, December 30, 2023 32,198,592 $ 3 $ 187,159 — $ — $ ( 31,753 ) $ ( 29,550 ) 1,782,568 $ ( 50,282 ) $ 75,577

Balance, March 30, 2024 32,299,065 $ 3 $ 191,216 — $ — $ ( 31,622 ) $ ( 3,527 ) 1,782,568 $ ( 50,282 ) $ 105,788

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

Restricted stock activity 7,156 — ( 57 ) — — — — — — ( 57 )

Stock option activity 4,082 — 66 — — — — — — 66

Share-based compensation expense — — 1,201 — — — — — — 1,201

1 unchanged sentence

Other comprehensive income, net of tax — — — — — 454 — — — 454

Balance, December 31, 2022 32,032,067 $ 3 $ 173,592 — $ — $ ( 41,703 ) $ ( 90,806 ) 1,782,568 $ ( 50,282 ) $ ( 9,196 )

Balance, April 1, 2023 32,036,149 $ 3 $ 174,313 — $ — $ ( 41,476 ) $ ( 83,676 ) 1,782,568 $ ( 50,282 ) $ ( 1,118 )

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

BLUE BIRD CORPORATION

13 unchanged sentences

The fiscal years ending September 28, 2024 ("fiscal 2024") and ended September 30, 2023 ("fiscal 2023") consist or consisted of 52 weeks.

The first quarters of fiscal 2024 and fiscal 2023 both included 13 weeks.

The second quarters of fiscal 2024 and fiscal 2023 both included 13 weeks.

The six month periods in fiscal 2024 and 2023 both included 26 weeks.

In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made.

14 unchanged sentences

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.

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.

Supply chain disruptions continued into the first quarter of fiscal 2024 as there were still occasional shortages of certain critical components as well as ongoing increases in raw materials costs, both of which impacted our business and operations by limiting the number of school buses that we could produce and sell as well as increasing the costs to manufacture buses.

Supply chain disruptions continued into the first half of fiscal 2024 as there were still occasional shortages of certain critical components as well as ongoing increases in raw materials costs, both of which impacted our business and operations by limiting the number of school buses that we could produce and sell as well as increasing the costs to manufacture buses.

Nonetheless, the lessons learned, and resulting actions taken, by management over the past three fiscal years allowed the Company to better navigate these supply chain challenges and consistently produce buses to fulfill sales orders.

Ongoing improvements in manufacturing operations, when coupled with periodic pricing actions taken by the Company to ensure that the increased sales prices charged for buses kept pace with increased costs to procure inventory to produce the buses, allowed the Company to report gross profit and gross margin during the first quarter of fiscal 2024 that were consistent with, or better than, historic levels experienced prior to the COVID-19 pandemic.

Ongoing improvements in manufacturing operations, when coupled with periodic pricing actions taken by the Company to ensure that the increased sales prices charged for buses kept pace with increased costs to procure inventory to produce the buses, allowed the Company to report gross profit and gross margin during the first half of fiscal 2024 that were consistent with, or better than, historic levels experienced prior to the COVID-19 pandemic.

Use of Estimates and Assumptions

12 unchanged sentences

The Company’s significant accounting policies are described in the Company’s fiscal 2023 Form 10-K, filed with the SEC on December 11, 2023.

Our senior management has reviewed these significant accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the three months ended December 30, 2023.

Recently Issued Accounting Standards

13 unchanged sentences

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

(in thousands of dollars) December 30, 2023 September 30, 2023

(in thousands of dollars) March 30, 2024 September 30, 2023

Raw materials $ 99,019 $ 88,116

4 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the applicable Condensed Consolidated Balance Sheets that sum to the total of such amounts reported on the Condensed Consolidated Statements of Cash Flows:

(in thousands of dollars) December 30, 2023 December 31, 2022

(in thousands of dollars) March 30, 2024 April 1, 2023

Cash and cash equivalents $ 93,096 $ 17,773

4 unchanged sentences

The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented:

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Balance at beginning of period $ 15,283 $ 15,580 $ 15,434 $ 15,970

4 unchanged sentences

The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two to five years , for the periods presented:

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Balance at beginning of period $ 24,118 $ 19,290 $ 23,123 $ 18,795

4 unchanged sentences

We expect to recognize $ 4.5 million of the outstanding contract liability during the remainder of fiscal 2024, $ 7.8 million in fiscal 2025, and the remaining balance thereafter.

Other Current Liabilities

The balance in other current liabilities as of December 30, 2023 includes approximately $ 7.1 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 expects to recognize this amount as revenue during fiscal 2024 as the underlying buses are produced and delivered.

Self-Insurance

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

(in thousands of dollars) December 30, 2023 September 30, 2023

(in thousands of dollars) March 30, 2024 September 30, 2023

Current portion $ 5,247 $ 4,475

3 unchanged sentences

Shipping and Handling Revenues

Shipping and handling revenues were $ 4.7 million and $ 4.3 million for the three months ended December 30, 2023 and December 31, 2022, respectively.

The related cost of goods sold was $ 4.3 million and $ 3.8 million for the three months ended December 30, 2023 and December 31, 2022, respectively.

Shipping and handling revenues were $ 5.0 million and $ 4.2 million for the three months ended March 30, 2024 and April 1, 2023, respectively, and $ 9.7 million and $ 8.5 million for the six months ended March 30, 2024 and April 1, 2023, respectively.

The related cost of goods sold was $ 4.4 million and $ 3.9 million for the three months ended March 30, 2024 and April 1, 2023, respectively, and $ 8.7 million and $ 7.7 million for the six months ended March 30, 2024 and April 1, 2023, respectively.

Pension Expense

Components of net periodic pension benefit expense were as follows for the periods presented:

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Interest cost $ 1,484 $ 1,509 $ 2,968 $ 3,018

2 unchanged sentences

Net periodic pension benefit expense

$ 36 $ 178 $ 72 $ 356

Amortization of prior loss, recognized in other comprehensive income ( 172 ) ( 299 ) ( 344 ) ( 598 )

8 unchanged sentences

Borrower has the right to prepay the loans outstanding under the 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 Credit Facilities.

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 Credit Facilities.

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

The 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 Closing Date payable each year prior to the maturity date of the Term Loan Facility.

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

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

The remaining initial

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

The 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.

11 unchanged sentences

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 Closing Date.

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 that ended after the Closing Date, with pricing as of March 30, 2024 set at Level I.

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 Revolving Credit Facility, depending on the TNLR, quarterly in arrears.

1 unchanged sentence

(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 Credit Agreement) of not less than 1.20:1.00.

The Company was in compliance with such covenants as of December 30, 2023.

The Company was in compliance with such covenants as of March 30, 2024.

The Company incurred approximately $ 3.1 million in lender fees and other issuance costs relating to the Credit Agreement.

3 unchanged sentences

Term loan borrowings consisted of the following at the dates indicated:

(in thousands of dollars) December 30, 2023 September 30, 2023

(in thousands of dollars) March 30, 2024 September 30, 2023

Term loan borrowings, net of deferred financing costs of $ 1,428 and $ 1,456 , respectively

4 unchanged sentences

however, given the variable rates on the loans, the Company estimates that the unpaid principal balance approximates fair value.

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

At December 30, 2023 and September 30, 2023, $ 100.0 million and $ 131.8 million, respectively, were outstanding on the term loans.

At December 30, 2023 and September 30, 2023, the stated interest rates on the term loans were 8.5 % and 10.0 %, respectively.

For the three month periods ended December 30, 2023 and September 30, 2023, the weighted-average annual effective interest rates for the term loans were 9.9 % and 10.9 %, respectively.

At December 30, 2023, $ 6.7 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.

There were $ 36.2 million borrowings outstanding on the Revolving Credit Facility;

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

the fair value hierarchy.

At March 30, 2024 and September 30, 2023, $ 98.8 million and $ 131.8 million, respectively, were outstanding on the term loans.

At March 30, 2024 and September 30, 2023, the stated interest rates on the term loans were 7.2 % and 10.0 %, respectively.

At March 30, 2024 and September 30, 2023, the weighted-average annual effective interest rates for the term loans were 8.2 % and 10.9 %, respectively, which include amortization of the deferred financing costs.

At March 30, 2024, $ 6.7 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.

There were no borrowings outstanding on the Revolving Credit Facility;

therefore, the Company would have been able to borrow $ 143.3 million on the revolving line of credit.

Interest expense on all indebtedness was $ 3.6 million and $ 4.2 million for the three months ended December 30, 2023 and December 31, 2022, respectively.

Interest expense on all indebtedness was $ 2.8 million and $ 5.2 million for the three months ended March 30, 2024 and April 1, 2023, respectively, and $ 6.4 million and $ 9.4 million for the six months ended March 30, 2024 and April 1, 2023, respectively.

The schedule of remaining principal payments through maturity for the term loans is as follows:

6 unchanged sentences

In periods where our pre-tax income approximates or is equal to break-even, the effective tax rates for quarter-to-date and full-year periods may not be meaningful due to discrete period items.

The effective tax rate for the three months ended December 30, 2023 was 25.9 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the three months ended March 30, 2024 was 25.5 % and differed from the statutory federal income tax rate of 21 %.

The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter.

The effective tax rate for the three months ended December 31, 2022 was 20.8 %, which aligned with the statutory federal income tax rate of 21 % and is comprised of normal tax rate items, including impacts from state taxes and federal and state tax credits (net of valuation allowances), with discrete period items having a nominal impact on the effective rate during the quarter.

The effective tax rate for the three months ended April 1, 2023 was 20.1 %, which aligned with the statutory federal income tax rate of 21 % and is comprised of normal tax rate items, including impacts from state taxes and federal and state tax credits (net of valuation allowances), with discrete period items having a nominal impact on the effective rate during the quarter.

The effective tax rate for the six months ended March 30, 2024 was 25.7 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the six months ended April 1, 2023 was 21.4 %, which aligned with the statutory federal income tax rate of 21 % and is comprised of normal tax rate items, including impacts from state taxes and federal and state tax credits (net of valuation allowances), with discrete period items having a nominal impact on the effective rate during the period.

Guarantees, Commitments and Contingencies

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

At March 30, 2024, the Company had a number of product liability and other cases pending.

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

9 unchanged sentences

Management evaluates the segments based primarily upon revenues and gross profit, which are reflected in the tables below for the periods presented :

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Bus (1) $ 317,959 $ 273,472 $ 611,396 $ 486,721

1 unchanged sentence

Segment net sales $ 345,915 $ 299,814 $ 663,575 $ 535,546

(1) Parts segment revenue includes $ 1.6 million and $ 1.1 million for the three months ended December 30, 2023 and December 31, 2022, respectively, related to the inter-segment sale of parts that was eliminated by the Bus segment upon consolidation.

(1) Parts segment revenue includes $ 2.7 million and $ 1.3 million for the three months ended March 30, 2024 and April 1, 2023, respectively, and $ 4.3 million and $ 2.4 million for the six months ended March 30, 2024 and April 1, 2023, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.

Gross profit (loss)

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Bus $ 49,589 $ 23,099 $ 100,883 $ 19,368

2 unchanged sentences

The following table is a reconciliation of segment gross profit to consolidated income (loss) before income taxes for the periods presented:

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Segment gross profit $ 63,639 $ 35,649 $ 127,197 $ 43,106

8 unchanged sentences

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

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

$ 316,583 $ 264,281 $ 619,115 $ 468,822

3 unchanged sentences

The following table disaggregates revenue by product category for the periods presented:

Three Months Ended

(in thousands of dollars) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands of dollars) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Diesel buses $ 123,444 $ 89,795 $ 208,442 $ 161,289

7 unchanged sentences

The following table presents the earnings (loss) per share computation for the periods presented:

Three Months Ended

(in thousands except for share data) December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

(in thousands except for share data) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Net income (loss) $ 26,023 $ 7,130 $ 52,173 $ ( 4,164 )

3 unchanged sentences

Weighted-average dilutive securities, warrants (Note 12)

260,098 — 186,560 —

Weighted-average shares and dilutive potential common shares (1) 33,074,592 32,322,163 32,828,339 32,029,999

2 unchanged sentences

Diluted earnings (loss) per share $ 0.79 $ 0.22 $ 1.59 $ ( 0.13 )

(1) Potentially dilutive securities representing 0.2 million and 0.8 million shares of common stock were excluded from the computation of diluted earnings per share for the three month periods ending December 30, 2023 and December 31, 2022, respectively, as their effect would have been antidilutive.

(1) Potentially dilutive securities representing approximately zero and 0.4 million shares of common stock were excluded from the computation of diluted earnings per share for the three months ending March 30, 2024 and April 1, 2023, respectively, and potentially dilutive securities representing approximately zero and 0.7 million shares of common stock were excluded from the computation of diluted earnings per share for the six months ending March 30, 2024 and April 1, 2023, respectively, as their effect would have been antidilutive.

Accumulated Other Comprehensive Loss

The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented:

Three Months Ended

(in thousands of dollars) Defined Benefit Pension Plan Total AOCL

December 30, 2023

Three Months Ended Six Months Ended

(in thousands of dollars) Defined Benefit Pension Plan Total AOCL Defined Benefit Pension Plan Total AOCL

March 30, 2024

Beginning Balance $ ( 31,753 ) $ ( 31,753 ) $ ( 31,884 ) $ ( 31,884 )

2 unchanged sentences

Income taxes ( 41 ) ( 41 ) ( 82 ) ( 82 )

Ending Balance December 30, 2023 $ ( 31,753 ) $ ( 31,753 )

December 31, 2022

Ending Balance March 30, 2024 $ ( 31,622 ) $ ( 31,622 ) $ ( 31,622 ) $ ( 31,622 )

April 1, 2023

Beginning Balance $ ( 41,703 ) $ ( 41,703 ) $ ( 41,930 ) $ ( 41,930 )

2 unchanged sentences

Income taxes ( 72 ) ( 72 ) ( 144 ) ( 144 )

Ending Balance December 31, 2022 $ ( 41,703 ) $ ( 41,703 )

Ending Balance April 1, 2023 $ ( 41,476 ) $ ( 41,476 ) $ ( 41,476 ) $ ( 41,476 )

Stockholder Transaction Costs

On December 14, 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 ("Selling Stockholder"), pursuant to which the Selling Stockholder agreed to sell 2,500,000 shares of common stock at a purchase price of $ 25.10 per share (“Offering”).

The Offering was conducted pursuant to a prospectus supplement, dated December 14, 2023, to the prospectus, dated December 22, 2021, included in the Company’s registration statement on Form S-3 (File No.

On February 15, 2024, the Company entered into an underwriting agreement with Barclays Capital Inc., as representative of the several underwriters and the Selling Stockholder, pursuant to which the Selling Shareholder agreed to sell 4,042,650 shares of common stock at a purchase price of $32.90 per share ("February Offering," and collectively with the December Offering, “Offerings”).

The December Offering was conducted pursuant to a prospectus supplement, dated December 14, 2023, and the February Offering was conducted pursuant to a prospectus supplement, dated February 15, 2024, both 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 Offering closed on December 19, 2023.

Although the Company did not sell any shares or receive any proceeds from the Offering, it was required to pay certain expenses in connection with the Offering that totaled approximately $ 1.2 million for the three month period ending December 30, 2023, with no similar expense recorded during the same period of fiscal 2023.

The $ 1.2 million of expense is included within other expense, net on the Condensed Consolidated Statements of Operations for the three month period ending December 30, 2023.

The December Offering closed on December 19, 2023 and the February Offering closed on February 21, 2024.

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 that totaled approximately $ 1.9 million and $3.2 million for the three and six month periods ended March 30, 2024, with $0.7 million of similar expense recorded during both the three and six month periods ended April 1, 2023.

The $ 1.9 million and $3.2 million of expense is included within other expense, net on the Condensed Consolidated Statements of Operations for the three and six month periods ended March 30, 2024, respectively, while the $0.7 million of expense is included within selling, general and administrative expenses on the Condensed Consolidated Statements of Operations for the three and six month periods ended April 1, 2023, but was subsequently reclassified to other expense, net, during the third quarter of fiscal 2023.

Joint Ventures

Micro Bird Holdings, Inc.

During the three month period ended December 30, 2023, Micro Bird Holdings, Inc., our unconsolidated Canadian joint venture, paid dividends to all common stockholders, with the Company's proportionate share totaling $3.0 million, gross of required withholding taxes.

In December 2023, Micro Bird Holdings, Inc., our unconsolidated Canadian joint venture, paid dividends to all common stockholders, with the Company's proportionate share totaling $ 3.0 million, gross of required withholding taxes.

The dividend was recorded as a reduction in the balance of equity investment in affiliate on the Condensed Consolidated Balance Sheets and is presented as a cash inflow in the operating section of the Condensed Consolidated Statements of Cash Flows.

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Additionally, since the Warrants were provided in exchange for an investment in the Joint Venture, the Company recorded the cost of its investment based on the fair value of the Warrants upon issuance, which increased the balance of equity investment in affiliate on the Condensed Consolidated Balance Sheets by a corresponding $ 7.4 million.

No other activity was recorded relating to the Joint Venture during the three month period ended December 30, 2023.

No other activity was recorded relating to the Joint Venture during the three and six month periods ended March 30, 2024.

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-Q

Item 1. Financial Statements