What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-11-25 compared with 2023-12-11 · 90 added, 83 removed, 262 unchanged (40% of the section changed)

10 unchanged sentences

The following discussion of our business describes the business historically operated by School Bus Holdings and its subsidiaries under the “Blue Bird” name as an independent enterprise prior to the Business Combination and as subsidiaries of Blue Bird Corporation after the Business Combination.

The periodic reports filed by us with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website:

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

The periodic reports we file with, or furnish to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website:

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

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

Section 16 filings made with the SEC by any of our executive officers or directors with respect to our Common Stock also are made available free of charge through our website.

We post each of these documents on our website as soon as reasonably practicable after it is electronically filed with the SEC.

Our reports filed with the SEC may also be found at the SEC’s website at www.sec.gov .

We post each of these documents on our website as soon as reasonably practicable after it is electronically filed with, or furnished to, the SEC.

Our reports filed with, or furnished to, the SEC may also be found at the SEC’s website at https://www.sec.gov .

The Company’s Common Stock is traded on The NASDAQ Global Market under the symbol “BLBD.”

1 unchanged sentence

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

In addition to the information contained in this Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (“2023 Form 10-K Report” or “Report”), information about our Company can be found at http://investors.blue-bird.com , including extensive information about our management team, our products and our corporate governance.

In addition to the information contained in this Annual Report on Form 10-K for the fiscal year ended September 28, 2024 (“Report”), information about our Company can be found at https://investors.blue-bird.com , including extensive information about our management team, our products and our corporate governance.

The foregoing information regarding content on our website is for convenience only and is not deemed to be incorporated by reference into this Report or filed with the SEC.

4 unchanged sentences

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

The Chief Executive Officer of the Company has been identified as the CODM.

The President and Chief Executive Officer of the Company has been identified as the CODM.

Management evaluates the segments based primarily upon revenues and gross profit.

Refer to Note 11, Segment Information , to the Company’s consolidated financial statements for additional financial information regarding our reportable segments including the primary geographic areas in which we earn revenues.

Throughout this Report, we refer to the fiscal year ended September 30, 2023 as “fiscal 2023,” the fiscal year ended October 1, 2022 as “fiscal 2022” and the fiscal year ended October 2, 2021 as “fiscal 2021.” There were 52 weeks in fiscal 2023, fiscal 2022, and fiscal 2021.

Refer to Note 11, Segment Information , to the accompanying consolidated financial statements for additional financial information regarding our reportable segments including the primary geographic areas in which we earn revenues.

Throughout this Report, we refer to the fiscal year ended September 28, 2024 as “fiscal 2024,” the fiscal year ended September 30, 2023 as “fiscal 2023” and the fiscal year ended October 1, 2022 as “fiscal 2022.” There were 52 weeks in fiscal 2024, fiscal 2023, and fiscal 2022.

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

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

• Propane — In the fiscal year ended September 29, 2012 ("fiscal 2012"), we entered into our exclusive relationship with Ford Motor Company and Roush Clean Tech to offer propane powered Type C school buses.

We have continued to lead the industry with this offering.

◦ We launched the industry’s first .05g/bhp-hr nitrogen oxide ("NOx") propane engine in the fiscal year ended September 30, 2017 ("fiscal 2017").

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

◦ We launched the industry’s first .02g/bhp-hr NOx propane engine in August 2018.

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

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

• Propane and Gasoline — In fiscal 2024, we extended our exclusive clean school bus collaboration with Ford Component Sales and Roush CleanTech to 2030, further strengthening Blue Bird’s industry leadership in low- and zero-emission student transportation.

As part of this collaboration that began in 2012, Ford Component Sales supplies its 7.3L V8 engine exclusively to us, while Roush CleanTech integrates this compact, durable and easy-to-maintain engine into low-emission powertrain options for propane and gasoline powered school buses.

Since 2012, Blue Bird has deployed more than 40,000 alternative fuel powered school buses.

The demand for Blue Bird’s propane powered school buses has steadily increased over the past decade.

Our propane engine is 90 percent cleaner than the most stringent current federal emission standards set by the United States of America ("U.S.") Environmental Protection Agency ("EPA").

New and even stricter emission standards will take effect in 2027, with our near zero-emission, propane powered school buses already exceeding those emission standards currently.

• Electric — Blue Bird is the first major school bus manufacturer to market, and presently the clear leader in, electric bus sales among all major original equipment manufacturers ("OEM").

1 unchanged sentence

We offer electric solutions in both our Type C and Type D buses and commenced delivery to customers in the fiscal year ended September 29, 2018 ("fiscal 2018").

With demand and interest growing quickly, we have taken, and will continue to take, actions to expand our electric vehicle production capacity.

• Gasoline — In the fiscal year ended October 1, 2016 ("fiscal 2016"), we re-introduced gasoline engines in school buses, again using a Ford engine and transmission and a Roush Clean Tech fuel usage evaporative emissions certification.

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

In fiscal 2024, we delivered our 2,000th electric school bus.

With demand and interest continuing to grow, we have taken, and will continue to take, actions to expand our electric vehicle production capacity.

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

Product Initiatives — We continue to update and improve our products.

• During fiscal 2021, we successfully launched the all-new, Ford 7.3L V8 engine in our gasoline and propane powered offerings.

• During fiscal 2024, we announced, and began taking actions to implement, the most comprehensive safety upgrades to our school buses in the Company’s history.

Starting in the first quarter of the fiscal year ending September 27, 2025 ("fiscal 2025"), Blue Bird will begin equipping new school buses with a series of industry-first safety features, enhancing the safety of school children and school bus drivers.

For the first time in student transportation history, new Blue Bird buses will be equipped with three-point seat belts as standard protection for all student passengers.

Other seat options will still be available to meet specific customer needs.

As an additional industry first, Blue Bird will safeguard school bus drivers with the introduction of 4Front, a steering wheel deployed air bag.

Blue Bird collaborated with IMMI, an employee-owned, leading global supplier of advanced safety systems and restraints based in Indiana, to develop these industry-leading safety enhancements in student transportation.

Blue Bird will also begin implementing a series of improvements to increase the performance of the school bus and its safety on the road.

To improve visibility for the bus driver and other motorists, Blue Bird will adopt high-intensity LED lighting on the outside and inside of the bus, high-resolution front and rear cameras, as well as lighted stop arms, lighted school bus signs, and strobe lights.

Blue Bird will also begin implementing high-tech systems to improve vehicle safety, including collision mitigation systems being added to the currently-standard electronic stability control ("ESC").

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

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

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

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

consistent, outstanding coverage.

In keeping with Blue Bird's environmental awareness focus, the facility features a zero-to-landfill design.

1 unchanged sentence

• During fiscal 2023, we opened the new Electric Vehicle Build-up Center, a transformed 40,000 square foot facility at the Fort Valley, Georgia manufacturing plant, designed to meet increasing demand for electric school buses.

Access to Capital — We refinanced our term debt with substantially better terms in November 2023 via execution of the 2023 Credit Agreement (as defined below), which also provides total revolving commitments of $150.0 million.

• During fiscal 2024, the U.S.

Department of Energy ("DOE") selected Blue Bird to receive an approximate $80 million grant to convert a former manufacturing site for diesel powered motorhomes into an approximately 600,000 square foot, electric and low-emissions vehicle manufacturing facility.

The grant represents 50 percent of the total approximate $160 million investment required to complete the conversion project.

The award selection is subject to final contract and funding negotiations between the DOE and Blue Bird, which are expected to conclude at the end of calendar year 2024 or the beginning of calendar year 2025.

Access to Capital — We refinanced our term debt with substantially better terms in November 2023 via execution of a new Credit Agreement (as defined below), which also provides total revolving commitments of $150.0 million.

Additional details and discussion of this debt facility can be found in the "Liquidity and Capital Resources" section of Item 7.

8 unchanged sentences

All 50 States, the District of Columbia, and the 13 Canadian Provinces and Territories have fleets of school buses in operation.

Our buses are sold through an extensive network of over 70 U.S.

Our buses are sold through an extensive network of 45 U.S.

and Canadian dealer locations that, in their territories, are exclusive to our Company on Type C and Type D school buses.

29 unchanged sentences

and Canadian education systems.

In normal non-pandemic years, approximately half of the U.S.

In normal years (i.e., those not impacted by public health crises), approximately half of the U.S.

student population rides a school bus.

2 unchanged sentences

Polk vehicle registration data, population of school age children forecasts from the National Center for Education Statistics and bus ridership data collected and published by School Transportation News.

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

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

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

and Canadian school bus industry for Type C and Type D buses has averaged approximately 30,600 unit sales annually between 1985 and 2023.

Unit sales for 2023 are projected to be about 29,000, an increase of 21.3% when compared with 2022.

Both fiscal years were impacted by supply chain constraints that resulted in shortages of critical components that hindered the production of units across the school bus industry to meet strong demand for buses.

and Canadian school bus industry for Type C and Type D buses has averaged approximately 30,400 unit sales annually (for the period from October through September of the subsequent year) between 1985 and 2024.

Unit sales for 2024 are projected to be about 23,700, a decrease of 18.3% when compared with 2023.

For the first half of the annual period from October 2023 through September 2024, monthly units sales were comparable to those reported in the same period in the previous year but decreased significantly during the second half of the period.

Management understands that this decrease primarily resulted from one of the Company's primary competitors experiencing significant challenges associated with a new product launch that impacted the units that it could manufacture and deliver as it sold approximately 4,700 fewer units during the period from April 2024 through September 2024 when compared with the comparable period in the previous year.

Accordingly, management believes that the overall decrease in the annual industry sales experienced during 2024 primarily resulted from an event that is expected to be isolated in nature and is not indicative of decreased demand, or other issues, within the overall school bus industry.

Historical registration data are based on R.L.

Polk vehicle registration data.

The low point in the industry occurred in 2011, at approximately 23,800 units, and was the result of the decline in the U.S.

Excluding the isolated incident that impacted industry sales during 2024 that management does not believe is indicative of decreased demand in the school bus industry, the low point in the industry occurred in 2011, at approximately 23,800 units, and was the result of the decline in the U.S.

economy and, in particular, the collapse of the housing market in 2008 and 2009.

1 unchanged sentence

economy in general, and housing market in particular, preceding and during that period.

The school bus industry fully recovered from the downturn in 2010-2011 and from 2016 to 2019 had been operating at levels approximately 10% higher than the long-term average, supported by positive demographic trends, pent-up demand from several years of below-trend bus sales, and a growing tax base for education-related spending.

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

The uncertainty of when and how schools would open materially affected demand within the Type C and Type D school bus industry in the second half of the Company's fiscal year ended October 3, 2020 ("fiscal 2020") that continued into the first half of fiscal 2021.

However, demand for Type C and Type D school buses strengthened substantially throughout 2021 as COVID-19 vaccines were administered and many school jurisdictions returned to in-person learning environments.

The school bus industry fully recovered from the downturn in 2010-2011 and from 2016 to 2019 operated at levels approximately 10% higher than the long-term average, supported by positive demographic trends, pent-up demand from several years of below-trend bus sales, and a growing tax base for education-related spending.

In 2020, countermeasures taken to battle the the novel coronavirus known as "COVID-19" included virtual and hybrid schooling in many jurisdictions throughout the U.S.

However, demand for Type C and Type D school buses strengthened substantially throughout the remainder of 2021 as COVID-19 vaccines were administered and many school jurisdictions returned to in-person learning environments.

Nonetheless, subsequent supply chain shortages for certain components, such as microchips and products containing resins, that are critical to the manufacture of school buses, depressed sales during the latter half of fiscal 2021 and throughout fiscal 2022.

Although management began to see improvements in the challenges caused by supply chain disruptions during fiscal 2023, there were still occasional shortages of certain components, as well as ongoing increases in raw materials costs.

Although management began to see improvements in the challenges caused by supply chain disruptions during fiscal 2023 and continuing into fiscal 2024, there were still occasional shortages of certain components, as well as ongoing volatility in raw materials costs.

Our management believes, based on our models, that Type C and Type D school bus registrations will return to a similar level as has been experienced over recent pre-pandemic years (2016-2019) once the supply chain constraints are fully addressed.

We believe that (i) since the start of the pandemic and continuing through the subsequent period that has been significantly impacted by supply chain disruptions (i.e., the cumulative period beginning in the last half of fiscal 2020 and continuing through fiscal 2023), the industry has been operating below its historical long-term average of approximately 30,600 unit sales per year, (ii) there are over 146,000 buses in the U.S.

and Canadian fleets that have been in service for 15 or more years, and (iii) the population of school age children is increasing.

We believe that (i) since the start of the pandemic and continuing through the subsequent period that has been significantly impacted by supply chain disruptions (i.e., the cumulative period beginning in the last half of fiscal 2020 and continuing through fiscal 2024), the industry has been operating below its historical long-term average of approximately 30,400 unit sales per year, and (ii) there are over 148,000 buses in the U.S.

and Canadian fleets that have been in service for 15 or more years.

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

3 unchanged sentences

Nonetheless, such challenges are not expected to have a significant effect on property tax receipts in the near-term due to the lag that occurs in tax authorities reflecting declining home prices in property tax invoices, and school transportation budgets are expected to directly benefit from larger municipal spending budgets.

We believe that incremental demand may be achieved as a result of (i) the average age of a school bus in service and (ii) an increased student population (based on information from the most recent National Center of Education Studies Projection of Education Statistics , we expect total student enrollment in the U.S.

to increase by 2%, or 1 million students, from 2016 to 2028).

In addition to strong property tax collections, additional funding for school buses is being made available in connection with the Volkswagen ("VW") settlement with the U.S.

Government in regard to emissions violations.

Of the $14.7 billion in settlement funds, $2.9 billion was allocated to the VW Diesel Emissions Environmental Mitigation Trust for state government projects to reduce NOx output from ten categories;

school buses are one of the ten categories.

Of the grants awarded thus far, over $160 million has been issued to school bus projects and several states are continuing and/or increasing their focus on similar projects.

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

Beyond the VW funds, traditional grant programs are expected to continue, including the U.S Environmental Protection Agency ("EPA") National Clean Diesel Program and its various state versions.

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

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

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

In mid-November 2021, the U.S.

Infrastructure Investment and Jobs Act ("IIJA") was signed into law.

The IIJA allocates $5 billion of federal funds to help local school jurisdictions purchase zero and low emission school buses over five years.

In addition to strong property tax collections, additional funding for school buses is being made available through federal funding programs, including the DOE’s Diesel Emissions Reduction Act ("DERA") and the EPA’s Clean School Bus Program ("CSBP").

The DERA funding program provides approximately $100 million annually to fund projects that upgrade, retrofit, or replace diesel engines and equipment with cleaner technologies including gasoline, propane, and electric school buses.

Through the Bipartisan Infrastructure Law, the CSBP provides $5 billion in funding over five years to school districts and fleet operators to replace existing school buses with zero-emission and low-emission models.

Specifically, $2.5 billion of the funds are allocated solely for the purchase of electric powered buses, while the remaining $2.5 billion of funds are allocated for the purchase of low and zero-emission school buses, including buses that are propane or electric powered.

In October 2022, the EPA announced the awarding of approximately $913 million from the IIJA as part of its first round of funding for the Clean School Bus Rebate Program.

Although the EPA has not yet released the final count of school buses that were awarded during the first round, it is estimated that approximately 2,000 zero and low emission school buses were ordered by awardees.

The Company received orders for over 500 school buses, or approximately 25% of the estimated total.

In August 2022, the Inflation Reduction Act ("IRA") was signed into law.

In October 2022, the EPA announced the awarding of approximately $965 million as part of its first round of funding for the CSBP.

Over 2,300 zero- and low-emission school buses were ordered by award recipients during the first round, of which the Company received orders for over 500 school buses.

In January 2024, the EPA announced the recipients of the second round of funding for the CSBP, which awarded nearly $1 billion in the form of competitive grants to 280 school districts and will help award recipients purchase over 2,700 clean school buses, 95% of which will be electric.

The Company and its dealer network submitted grant applications on behalf of certain school district customers and also assisted certain other school district customers with completing and submitting their own grant applications.

To date, the Company has received over 230 orders for school buses with many of the award recipients yet to spend their funding.

In May 2024, the EPA announced the recipients of the third round of funding for the CSBP, which awarded nearly $900 million in rebates to 530 school districts and will fund over 3,400 zero- and low-emission school buses, 92% of which will be electric.

To date, the Company has received over 220 orders for school buses with many of the award recipients yet to spend their funding.

In September 2024, the EPA announced it will provide an additional $965 million for its fourth round of funding for the CSBP, with award recipients for this funding to be announced in May 2025.

Finally, the Clean Heavy Duty Vehicle Program funded through the Infrastructure Investment and Jobs ACT ("IIJA") announced over $650 million in funding for electric school buses in April 2024.

Recipients for this funding will be announced in January 2025.

In addition to federal funding, many states have also announced significant levels of funding for electric school buses.

For example, in California, the Zero Emission School Bus and Infrastructure program allocated $375 million for qualifying zero-emission school buses and $125 million for infrastructure and associated costs.

In New York, the New York School Bus Incentive Program provided $300 million to fund the acquisition of new electric school buses and charging infrastructure.

Also, in August 2022, the Inflation Reduction Act ("IRA") was signed into law.

The IRA authorizes a $369 billion investment in energy security and combating climate change.

This funding includes $1 billion in grants for clean Class 6 and 7 heavy-duty vehicles, up to $40,000 in tax credits for zero-emission commercial vehicles, up to $100,000 in tax credits for heavy-duty charging infrastructure, and $2 billion for grants to support electric and fuel cell manufacturing.

Finally, in April 2023, the EPA released a second round of funding for the Clean School Bus Rebate Program, which made $400 million available in the form of competitive grants.

Awarding of grants is anticipated to begin in December 2023, with management estimating, based on the Company's historical market share as well as the number of school bus manufacturers competing for these orders, that the Company's share could approximate 25% or more.

As discussed previously, in July 2024 the Company was selected to receive an approximate $80 million grant from the DOE to expand the Company’s electric vehicle manufacturing capabilities and related workforce development efforts by converting a former manufacturing site for diesel powered motorhomes into an approximately 600,000 square foot, state-of-the-art electric and low-emissions vehicle manufacturing facility.

The grant represents approximately 50 percent of the total approximate $160 million investment required to complete the conversion project.

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

7 unchanged sentences

We believe we are the market leader in propane, gasoline and electric powered buses, having sold approximately 64% of all alternative powered school buses from fiscal 2015 through fiscal 2024.

In fiscal 2023, we sold 5,283

propane, gasoline, compressed natural gas ("CNG") and electric powered buses, an increase of 33% when compared with the prior year, as market demand for alternative powered buses remained robust.

In fiscal 2024, we sold 5,213 propane, gasoline, compressed natural gas ("CNG") and electric powered buses, as market demand for alternative powered buses remained robust.

To maintain our leadership position, we continue to expand the available features requested by our customers and during fiscal 2022, added a hydraulic braking system with electronic stability control and a fuel-fired heater for cold-weather markets to our Type C electric powered bus offering.

4 unchanged sentences

In fiscal 2018, we sold our first Type D electric vehicles and in the fiscal year ended September 28, 2019 ("fiscal 2019"), we introduced our Type C electric vehicle.

In fiscal 2023, we sold 546 Type C and Type D electric vehicles.

In fiscal 2024, we sold 704 Type C and Type D electric vehicles, an increase of 28.9% when compared with prior year.

Strong distribution model .

We have built an extensive, experienced network of over 70 dealer locations to distribute our buses across the U.S.

We have built an extensive, experienced network of 45 dealer locations to distribute our buses across the U.S.

and Canada, and during recent years have significantly enhanced our relationships with large fleet operators.

6 unchanged sentences

and Canadian school bus and heavy-duty vehicle industries.

In fiscal 2023, we sold 8,514 Type C and Type D buses, including 8,410 school buses, 61 commercial buses, 16 export buses and 27 Government Services Administration ("GSA") buses.

In fiscal 2024, we sold 9,000 Type C and Type D buses, including 8,844 school buses, 1 export bus and 155 Government Services Administration ("GSA") buses.

Our Type C school bus accounted for 79% of unit sales and our Type D school bus accounted for 19% of unit sales.

Commercial, GSA and export buses, which can be ordered with either the Type C or Type D chassis, accounted for the remaining 1% of unit sales.

GSA and export buses, which can be ordered with either the Type C or Type D chassis, accounted for the remaining 2% of unit sales.

Our Dealer Network

In fiscal 2024, we sold approximately 91% of our vehicles through our U.S.

and Canadian dealer network, currently consisting of over 70 dealer locations that, in their territories, are exclusive to us with Type C and D school buses.

and Canadian dealer network, currently consisting of 45 dealer locations that, in their territories, are exclusive to us with Type C and D school buses.

School buses sold in the U.S.

18 unchanged sentences

This full line of bus models is configured for adult or school bus use.

In addition to the base GSA specifications, we offer several additional configurations to provide a wide range of

passenger capacities and optional features.

In addition to the base GSA specifications, we offer several additional configurations to provide a wide range of passenger capacities and optional features.

We also offer a full line of activity bus and Multi-Function School Activity Bus (“MFSAB”) products.

14 unchanged sentences

Diesel emissions kits Cummins Inc.

Electric powertrains and battery systems Cummins Inc.

Electric powertrains and battery systems Accelera (a business segment of Cummins Inc.)

Propane and gasoline engines and transmissions Ford Motor Company

4 unchanged sentences

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

At September 30, 2023, we had in place long-term supply contracts (addressing both component price and supply) covering nearly 69% of the value of our purchases from suppliers, including long-term agreements with our major single-source suppliers.

As a result of ongoing supply chain disruptions that began in the latter half of fiscal 2021 and continued throughout fiscal 2023, we have experienced significant supplier shortages of critical components, which prevented the Company from initiating or completing, as applicable, the production process for certain units that were otherwise scheduled to be delivered to customers during fiscal 2021, fiscal 2022 and, to a lesser extent, fiscal 2023.

For further details and discussion about the impact of these supply chain disruptions, refer to the "Impacts of COVID-19 and Subsequent Supply Chain Constraints on Our Business" section of Item 7.

At September 28, 2024, we had in place long-term supply contracts (addressing both component price and supply) covering approximately 85% of the value of our purchases from suppliers, including long-term agreements with our major single-source suppliers.

As a result of ongoing supply chain disruptions that began in the latter half of fiscal 2021 and continued through fiscal 2024, we have experienced supplier shortages, which were significant at times, of critical components, which prevented the Company from initiating or completing, as applicable, the production process for certain units that were otherwise scheduled to be delivered to customers during fiscal 2021, fiscal 2022 and, to a lesser extent, fiscal 2023 and fiscal 2024.

For further details and discussion about the impact of these supply chain disruptions, refer to the "Impact of Supply Chain Constraints on Our Business" section of Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations."

1 unchanged sentence

Our two principal competitors are Thomas Built Bus and IC Bus.

Thomas Built Bus is a subsidiary of Daimler Trucks North America and IC Bus is a subsidiary of Navistar, Inc.

Thomas Built Bus is a subsidiary of Daimler Trucks North America and IC Bus is a subsidiary of International Motors, LLC (formerly known as Navistar, Inc.).

We compete primarily on the basis of product diversification, school bus innovation, safety, quality, durability and drivability of our products, the scope and strength of our dealer network and price.

As our principal competitors are parts of larger corporations, our competitors may have greater access to financial capital, human resources, and business opportunities.

As our principal competitors are parts of larger corporations, they may have greater access to financial capital, human resources, and business opportunities.

Such access, in turn, may be used by such companies to compete with us and others in the industry.

Our corporate headquarters are located in Macon, Georgia and we have an additional office in Troy, Michigan.

Our Bus segment operates a fabrication plant and an integrated chassis manufacturing and body assembly plant in Fort Valley, Georgia, where components for Type C, Type D, and specialty buses are manufactured and assembled.

Our Parts segment operates a parts distribution

center located in Delaware, Ohio.

Our corporate headquarters are located in Macon, Georgia and we have an additional small satellite office in Troy, Michigan.

Our Parts segment operates a parts distribution center located in Delaware, Ohio.

We own our facilities in Fort Valley, Georgia (approximately 1.5 million square feet).

We lease facilities in Macon, Georgia (approximately 0.3 million square feet), Troy, Michigan (approximately 5 thousand square feet) and Delaware, Ohio (approximately 0.1 million square feet).

We lease facilities in Macon, Georgia (approximately 0.1 million square feet), Perry, Georgia (approximately 0.1 million square feet), Troy, Michigan (approximately 5 thousand square feet) and Delaware, Ohio (approximately 0.1 million square feet).

Our Micro Bird joint venture leases its facility (0.2 million square feet) in Drummondville, Quebec, Canada.

26 unchanged sentences

After a school bus is sold, regulation of the operation of the school bus becomes the responsibility of the state in which it operates.

Today, each state has its own rules and regulations pertaining to the manufacture, design, operation and safety of the school buses operated in their jurisdictions.

Today, each state has its own rules and regulations pertaining to the manufacture, design, operation and safety of the school buses operated in its jurisdiction.

As a result, we cannot manufacture to a single set of specifications, but rather must assure that each manufactured bus conforms to the specifications of the particular jurisdiction in which it will be operated.

2 unchanged sentences

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

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

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

In the years preceding the 2020 COVID-19 pandemic, our business was highly seasonal with school districts buying their new school buses so that they would be available for use on the first day of the school year, typically in mid-August to early September.

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

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

58 unchanged sentences

On May 22, 2023, the National Labor Relations Board (“NLRB”) certified the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union, AFL-CIO, CLC (“USW”) as the exclusive bargaining representative for a bargaining unit of the Company’s full-time and regular part-time production, maintenance, quality control, and warehouse employees at the Company’s Fort Valley and Macon, Georgia locations, with certain exceptions.

The bargaining unit consists of approximately 1,400 employees.

As a result, the Company is obligated to bargain with the USW as the bargaining representative for employees within the designated bargaining unit.

The Company has recently commenced bargaining sessions and thus, has not yet entered into any collective bargaining agreement as of September 30, 2023.

In May 2024, a three year collective bargaining agreement ("CBA") was executed with the USW, which covers more than 1,500 employees as of September 28, 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-K

Item 1. Business