Blue Bird Corp 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Blue Bird Corporation Macon, Georgia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Blue Bird Corporation (the “Company”) as of September 28, 2024, and September 30, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended September 28, 2024, 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 28, 2024 and September 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 28, 2024 , 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 28, 2024, 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 November 25, 2024 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of Warranty Reserve 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 $16.2 million as of September 28, 2024. 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. 49 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 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. Atlanta, Georgia November 25, 2024 50 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Blue Bird Corporation Macon, Georgia Opinion on Internal Control over Financial Reporting We have audited Blue Bird Corporation’s (the “Company’s”) internal control over financial reporting as of September 28, 2024, 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 28, 2024, 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 28, 2024 and September 30, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended September 28, 2024, and the related notes and schedule and our report dated November 25, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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, P.C. Atlanta, Georgia November 25, 2024 51 BLUE BIRD CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands except for share data) September 28, 2024 September 30, 2023 Assets Current assets Cash and cash equivalents $ 127,687 $ 78,988 Accounts receivable, net 59,099 12,574 Inventories 127,798 135,286 Other current assets 8,795 9,215 Total current assets $ 323,379 $ 236,063 Property, plant and equipment, net 97,322 95,101 Goodwill 18,825 18,825 Intangible assets, net 43,554 45,424 Equity investment in affiliate(s) 32,089 17,619 Deferred tax assets 2,399 2,182 Finance lease right-of-use assets 332 1,034 Pension 4,649 — Other assets 2,345 1,518 Total assets $ 524,894 $ 417,766 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 143,156 $ 137,140 Warranty 7,166 6,711 Accrued expenses 55,775 32,894 Deferred warranty income 9,421 8,101 Finance lease obligations 975 583 Other current liabilities 14,480 24,391 Current portion of long-term debt 5,000 19,800 Total current liabilities $ 235,973 $ 229,620 Long-term liabilities Revolving credit facility $ — $ — Long-term debt 89,994 110,544 Warranty 9,013 8,723 Deferred warranty income 18,541 15,022 Deferred tax liabilities 2,783 2,513 Finance lease obligations 6 987 Other liabilities 9,020 7,955 Pension — 2,404 Total long-term liabilities $ 129,357 $ 148,148 Guarantees, commitments and contingencies (Note 10) Stockholders' equity Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 issued with liquidation preference of $ 0 at September 28, 2024 and September 30, 2023 $ — $ — Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,268,022 and 32,165,225 shares outstanding at September 28, 2024 and September 30, 2023, respectively 3 3 Additional paid-in capital 185,977 177,861 Retained earnings (accumulated deficit) — ( 55,700 ) Accumulated other comprehensive loss ( 26,416 ) ( 31,884 ) Treasury stock, at cost, 0 and 1,782,568 shares at September 28, 2024 and September 30, 2023, respectively — ( 50,282 ) Total stockholders' equity $ 159,564 $ 39,998 Total liabilities and stockholders' equity $ 524,894 $ 417,766 The accompanying notes are an integral part of these consolidated financial statements. 52 BLUE BIRD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Years Ended (in thousands except for share data) 2024 2023 2022 Net sales $ 1,347,154 $ 1,132,793 $ 800,637 Cost of goods sold 1,090,998 993,943 764,091 Gross profit $ 256,156 $ 138,850 $ 36,546 Operating expenses Selling, general and administrative expenses 116,825 87,193 77,246 Operating profit (loss) $ 139,331 $ 51,657 $ ( 40,700 ) Interest expense ( 10,579 ) ( 18,012 ) ( 14,675 ) Interest income 4,136 1,004 9 Other (expense) income, net ( 4,394 ) ( 8,307 ) 2,947 Loss on debt refinancing or modification ( 1,558 ) ( 537 ) ( 632 ) Income (loss) before income taxes $ 126,936 $ 25,805 $ ( 53,051 ) Income tax (expense) benefit ( 33,228 ) ( 8,953 ) 11,451 Equity in net income (loss) of non-consolidated affiliate(s) 11,839 6,960 ( 4,159 ) Net income (loss) $ 105,547 $ 23,812 $ ( 45,759 ) Earnings (loss) per share: Basic weighted average shares outstanding 32,270,711 32,071,940 31,020,399 Diluted weighted average shares outstanding 33,349,221 32,258,652 31,020,399 Basic earnings (loss) per share $ 3.27 $ 0.74 $ ( 1.48 ) Diluted earnings (loss) per share $ 3.16 $ 0.74 $ ( 1.48 ) The accompanying notes are an integral part of these consolidated financial statements. 53 BLUE BIRD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Years Ended (in thousands) 2024 2023 2022 Net income (loss) $ 105,547 $ 23,812 $ ( 45,759 ) Other comprehensive income, net of tax Net change in defined benefit pension plan 5,468 10,046 2,864 Total other comprehensive income, net of tax $ 5,468 $ 10,046 $ 2,864 Comprehensive income (loss) $ 111,015 $ 33,858 $ ( 42,895 ) The accompanying notes are an integral part of these consolidated financial statements. 54 BLUE BIRD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Years Ended (in thousands) 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 105,547 $ 23,812 $ ( 45,759 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization expense 14,820 15,978 14,050 Non-cash interest expense 390 1,470 3,400 Share-based compensation expense 8,609 4,173 3,690 Equity in net (income) loss of non-consolidated affiliate(s) ( 11,839 ) ( 6,960 ) 4,159 Dividend from equity investment in affiliate(s) 5,338 — — Loss on disposal of fixed assets 200 64 15 Impairment of fixed assets — — 1,354 Lower of cost or net realizable value loss — — 8,752 Deferred income tax (benefit) expense ( 1,674 ) 8,065 ( 11,071 ) Amortization of deferred actuarial pension losses 687 1,195 3,768 Loss on debt refinancing or modification 1,558 537 632 Changes in assets and liabilities: Accounts receivable ( 46,525 ) ( 40 ) ( 2,567 ) Inventories 7,488 7,691 ( 26,523 ) Other assets 971 453 1,913 Accounts payable 6,665 28,712 35,075 Accrued expenses, pension and other liabilities 18,877 34,778 ( 15,325 ) Total adjustments $ 5,565 $ 96,116 $ 21,322 Total cash provided by (used in) operating activities $ 111,112 $ 119,928 $ ( 24,437 ) Cash flows from investing activities Cash paid for fixed assets $ ( 15,263 ) $ ( 8,520 ) $ ( 6,453 ) Equity investment in affiliate(s) (Note 17) ( 552 ) — — Total cash used in investing activities $ ( 15,815 ) $ ( 8,520 ) $ ( 6,453 ) Cash flows from financing activities Revolving credit facility borrowings (Note 8) $ 36,220 $ 45,000 $ 135,000 Revolving credit facility repayments ( 36,220 ) ( 65,000 ) ( 160,000 ) Term loan borrowings - new credit agreement (Note 8) 100,000 — — Term loan repayments (Note 8) ( 135,550 ) ( 19,800 ) ( 14,850 ) Principal payments on finance leases ( 589 ) ( 570 ) ( 1,132 ) Cash paid for debt costs (Note 8) ( 3,128 ) ( 3,272 ) ( 2,751 ) Sale of common stock (Note 13) — — 75,000 Cash paid for common stock issuance costs (Note 13) — — ( 202 ) Repurchase of common stock in connection with repurchase program (Note 13) ( 9,938 ) — — Repurchase of common stock in connection with stock award exercises ( 1,178 ) ( 376 ) ( 1,708 ) Cash received from stock option exercises 3,785 1,119 303 Total cash (used in) provided by financing activities $ ( 46,598 ) $ ( 42,899 ) $ 29,660 Change in cash and cash equivalents 48,699 68,509 ( 1,230 ) Cash and cash equivalents, beginning of year 78,988 10,479 11,709 Cash and cash equivalents, end of year $ 127,687 $ 78,988 $ 10,479 55 Fiscal Years Ended (in thousands) 2024 2023 2022 Supplemental disclosures of cash flow information Cash paid or received during the period: Interest paid $ 9,932 $ 16,053 $ 15,180 Interest received ( 3,783 ) ( 1,004 ) ( 9 ) Income tax paid (received), net of tax refunds 29,401 ( 29 ) ( 79 ) Non-cash investing and financing activities: Changes in accounts payable for capital additions to property, plant and equipment $ 721 $ 941 $ 948 Right-of-use assets obtained in exchange for operating lease obligations 1,682 626 1,424 Finance lease right-of-use assets removed due to non-renewal of lease — — ( 2,451 ) Finance lease obligations removed due to non-renewal of lease — — 2,593 Warrants issued for equity investment in affiliate (Note 17) 7,416 — — The accompanying notes are an integral part of these consolidated financial statements. 56 BLUE BIRD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY 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) Retained Earnings Shares Amount Total Stockholders' (Deficit) Equity Balance, October 2, 2021 27,205,269 $ 3 $ 96,170 — $ — $ ( 44,794 ) $ ( 33,753 ) 1,782,568 $ ( 50,282 ) $ ( 32,656 ) Sale of common stock (Note 13) 4,687,500 — 74,798 — — — — — — 74,798 Restricted stock activity 116,556 — ( 1,688 ) — — — — — — ( 1,688 ) Stock option activity 15,586 — 284 — — — — — — 284 Share-based compensation expense — — 3,539 — — — — — — 3,539 Net loss — — — — — — ( 45,759 ) — — ( 45,759 ) Other comprehensive income, net of tax — — — — — 2,864 — — — 2,864 Balance, October 1, 2022 32,024,911 $ 3 $ 173,103 — $ — $ ( 41,930 ) $ ( 79,512 ) 1,782,568 $ ( 50,282 ) $ 1,382 Restricted stock activity 79,545 — ( 376 ) — — — — — — ( 376 ) Stock option activity 60,769 — 1,119 — — — — — — 1,119 Share-based compensation expense — — 4,015 — — — — — — 4,015 Net income — — — — — — 23,812 — — 23,812 Other comprehensive income, net of tax — — — — — 10,046 — — — 10,046 Balance, September 30, 2023 32,165,225 $ 3 $ 177,861 — $ — $ ( 31,884 ) $ ( 55,700 ) 1,782,568 $ ( 50,282 ) $ 39,998 Issuance of warrants (Note 17) — — 7,416 — — — — — — 7,416 Restricted stock activity 65,495 — ( 1,178 ) — — — — — — ( 1,178 ) Stock option activity 239,120 — 3,785 — — — — — — 3,785 Share repurchase and retirement (Note 13) (201,818) — — — — — (9,938) — — (9,938) Treasury stock retirement (Note 13) — — (10,373) — — — (39,909) (1,782,568) 50,282 — Share-based compensation expense — — 8,466 — — — — — — 8,466 Net income — — — — — — 105,547 — — 105,547 Other comprehensive income, net of tax — — — — — 5,468 — — — 5,468 Balance, September 28, 2024 32,268,022 $ 3 $ 185,977 — $ — $ ( 26,416 ) $ — — $ — $ 159,564 The accompanying notes are an integral part of these consolidated financial statements. 57 BLUE BIRD CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Business and Basis of Presentation Nature of Business Blue Bird Body Company ("BBBC"), a wholly-owned subsidiary of Blue Bird Corporation, was incorporated in 1958 and has manufactured, assembled and sold school buses to a variety of municipal, federal and commercial customers since 1927. The majority of BBBC’s sales are made to an independent dealer network, which in turn sells buses to ultimate end users. References in these notes to financial statements to “Blue Bird,” the “Company,” “we,” “our,” or “us” refer to Blue Bird Corporation and its wholly-owned subsidiaries, unless the context specifically indicates otherwise. We are headquartered in Macon, Georgia. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and accounts have been eliminated in consolidation. 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 September 28, 2024, September 30, 2023 and October 1, 2022 are referred to herein as “fiscal 2024,” “fiscal 2023” and “fiscal 2022,” respectively. There were 52 weeks in fiscal 2024, fiscal 2023 and fiscal 2022. Impacts of Supply Chain Constraints on our Business During the second half of our fiscal year that ended October 3, 2020 ("fiscal 2020") and first half of our fiscal year that ended on October 2, 2021 ("fiscal 2021"), the novel coronavirus known as "COVID-19" materially affected demand for new buses and replacement/maintenance parts, significantly impacting our business and operations. Although demand for school buses strengthened substantially during the second half of fiscal 2021, the Company, and automotive industry as a whole, began experiencing significant supply chain constraints around this same period of time. These supply chain disruptions had a significant adverse impact our operations and results 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 during most of fiscal 2022. 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, primarily in an indirect manner since the Company does not sell to customers located in, or source goods directly from, either country. Specifically, it contributed to increased volatility in 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 and continuing into fiscal 2023 and fiscal 2024. 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. Supply chain disruptions continued into 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, an increase in the number of school buses produced and sold, 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, resulted in a significant increase in gross profit during fiscal 2024 when compared with fiscal 2023 and fiscal 2022. 58 Significant uncertainty exists concerning the magnitude and duration of the ongoing 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. 2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and assumptions. At the date of the financial statements, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, and during the reporting period, these estimates and assumptions affect the reported amounts of revenues and expenses. For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory, allowance for doubtful accounts, potential impairment of long-lived assets, goodwill and intangible assets, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events, including continued supply chain constraints and their related economic impacts, and their effects cannot be predicted with certainty, and, accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations. Actual results could differ from the estimates that the Company has used. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company deposits its cash and cash equivalents, which are or may become in excess of federally insured limits, with many of the same high credit-quality financial institutions with which it has outstanding loans under the Credit Agreement (defined below) and evaluates and manages the risk of credit loss on a net basis. To date, the Company has not experienced any losses related to its cash and cash equivalents balances. Allowance for Doubtful Accounts Accounts receivable consist of amounts owed to the Company by customers. The Company monitors collections and payments from customers, and generally does not require collateral. Accounts receivable are generally due within 30 to 90 days. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company reserves for an account when it is considered potentially uncollectible. The Company estimates its allowance for doubtful accounts based on historical experience, aging of accounts receivable and information regarding the creditworthiness of its customers. To date, losses have been within the range of management’s expectations. The Company writes off accounts receivable if it determines that the account is uncollectible. Revenue Recognition The Company records revenue when the following five steps have been completed: 1. Identification of the contract(s) with a customer; 2. Identification of the performance obligation(s) in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligation(s) in the contract; and 5. Recognition of revenue, when, or as, we satisfy performance obligations. The Company records revenue when performance obligations are satisfied by transferring control of a promised good or service to the customer. The Company evaluates the transfer of control primarily from the customer’s perspective where the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, that good or service. Our product revenue includes sales of buses and bus parts, each of which are generally recognized as revenue at a point in time, once all conditions for revenue recognition have been met, as they represent our performance obligations in a sale. For buses, control is generally transferred and the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the product when the product is delivered or when the product has been completed, is ready for delivery, has been paid for, its title has transferred and it is awaiting pickup by the customer. For certain bus sale transactions, we may provide incentives including payment 59 of a limited amount of future interest charges our customers may incur related to their purchase and financing of the bus with third party financing companies. 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. The Company sells extended warranties related to its products. Revenue related to these contracts is recognized based on the stand-alone selling price of the arrangement, on a straight-line basis over the contract period, and costs thereunder are expensed as incurred. The Company includes shipping and handling revenues, which are costs billed to customers, in net sales on the Consolidated Statements of Operations. Shipping and handling costs incurred are included in cost of goods sold. See Note 12, Revenue , for further revenue information. See Note 3, Supplemental Financial Information, for further information on warranties. Self-Insurance The Company is self-insured for the majority of its workers’ compensation and medical claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims, using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. See Note 3, Supplemental Financial Information, and Note 16 , Benefit Plans, for further information. Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, accounts payable, revolving credit facility and long-term debt. The carrying amounts of cash and cash equivalents, trade receivables and accounts payable approximate their fair values because of the short-term maturity and highly liquid nature of these instruments. The carrying value of the Company’s revolving credit facility and long-term debt approximates fair value due to the variable rates of interest, which reset frequently, relating to these debt instruments. See Note 8, Debt, for further discussion. Derivative Instruments In limited circumstances, we may utilize derivative instruments to manage certain exposures to changes in foreign currency exchange rates or interest rates relating to variable rate debt. The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these derivative instruments are recognized in our operating results or included in other comprehensive income, depending on whether the derivative instrument qualifies, and is appropriately designated, for hedge accounting treatment and if so, whether it represents a fair value or cash flow hedge. Gains and losses on derivative instruments are recognized in the operating results line item that reflects the underlying exposure that was mitigated either via a formal hedge accounting relationship or economically. Inventories The Company values inventories at the lower of cost or net realizable value. The Company uses a standard costing methodology, which approximates cost on a first-in, first-out (“FIFO”) basis. The Company reviews the standard costs of raw materials, work-in-process and finished goods inventory on a periodic basis to ensure that its inventories approximate current actual costs. Manufacturing cost includes raw materials, direct labor and manufacturing overhead. Obsolete inventory amounts are based on historical usage and assumptions about future demand. 60 Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is calculated on a straight-line basis using the following periods, which represent the estimated useful lives of the assets: Years Buildings 15 - 33 Machinery and equipment 5 - 10 Office furniture, equipment and other 3 - 10 Computer equipment and software 3 - 7 Costs, including capitalized interest and certain design, construction and installation costs related to assets that are under construction and are in the process of being readied for their intended use, are recorded as construction in progress and are not depreciated until such time as the subject asset is placed in service. Repairs and maintenance that do not extend the useful life of the asset are expensed as incurred. Upon sale, retirement, or other disposition of these assets, the costs and related accumulated depreciation are removed from the respective accounts and any gain or loss on the disposition is included on our Consolidated Statements of Operations. Leases We determine if an arrangement is or contains a lease at inception. The Company enters into lease arrangements primarily for office space, warehouse space, or a combination of both. We elected to account for leases with initial terms of 12 months or less by recording operating lease expense on a straight-line basis instead of recording lease assets or liabilities. For a lease with an initial term greater than 12 months, the Company records a right-of-use (“ROU”) asset and lease liability on the Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We determine whether the lease is an operating or finance lease at inception based on the information and expectations for the lease at that time. Operating lease ROU assets are included in property, plant and equipment and the lease liabilities are included in other current liabilities and other liabilities on our Consolidated Balance Sheets. Finance lease ROU assets are included in finance lease ROU assets and the lease liabilities are included in finance lease obligations (current) and finance lease obligations (long-term) on our Consolidated Balance Sheets. Lease ROU assets and liabilities are recorded at commencement date based on the present value of lease payments over the lease term. As the leases recorded typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease ROU assets also include any base rental or lease payments made and exclude lease incentives. The two components of operating lease expense, amortization and interest, are recognized on a straight-line basis over the lease term as a single expense element within selling, general and administrative expenses on the Consolidated Statements of Operations. Under the finance lease model, interest on the lease liability is recognized in interest expense and amortization of ROU assets is recorded on the Consolidated Statements of Operations based on the underlying use of the assets. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If we are required to analyze recoverability based on a triggering event, undiscounted future cash flows over the estimated remaining life of the asset, or asset group, are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the assets acquired less liabilities assumed in connection with such acquisition. In accordance with the provisions of Accounting Standards Codification Topic ("ASC") 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not 61 amortized, but instead are tested for impairment at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired. Such events or circumstances may include a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy or disposition of a reporting unit or a portion thereof. We have two reporting units for which we test goodwill for impairment: Bus and Parts. In the evaluation of goodwill for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. When performing a qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If, when performing a quantitative assessment, the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured using step two of the impairment analysis. In step two of the analysis, we would record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise. The fair value of the reporting units is estimated primarily using the income approach, which incorporates the use of discounted cash flow ("DCF") analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate and working capital changes. The cash flow forecasts are based on approved strategic operating plans and long-term forecasts. In the evaluation of indefinite lived assets for impairment, we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary, or to perform a quantitative assessment by comparing the fair value of an asset to its carrying amount. The Company’s intangible asset with an indefinite useful life is the "Blue Bird" trade name. When performing a qualitative assessment, an entity is not required to calculate the fair value of the asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. If a qualitative assessment is not performed or if a quantitative assessment is otherwise required, then the entity compares the fair value of an asset to its carrying amount and the amount of the impairment loss, if any, is the difference between fair value and carrying value. The fair value of our trade name is derived by using the relief from royalty method, which discounts the estimated cash savings we realized by owning the name instead of otherwise having to license or lease it. Our intangible assets with a definite useful life are amortized over their estimated useful lives, 7 or 20 years, using the straight-line method. The useful lives of our intangible assets are reassessed annually and they are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. 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 $ 1.3 million and $ 1.5 million at September 28, 2024 and September 30, 2023, respectively, incurred in connection with its debt facilities and related amendments. All deferred financing costs are amortized to interest expense. The effective interest method is used for debt discounts related to the term loan. The Company’s amortization of these costs was $ 0.4 million, $ 1.5 million and $ 1.5 million for fiscal 2024, fiscal 2023 and fiscal 2022, respectively, and is reflected as a component of interest expense on the Consolidated Statements of Operations. See Note 8, Debt , for a discussion of the Company’s indebtedness. Pensions The Company accounts for its pension benefit obligations using actuarial models. The measurement of plan obligations and assets was made at September 30, 2024. Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits is earned or calculated beyond this date. Accordingly, our obligation estimate is based on benefits earned at that time discounted using an estimate of the single equivalent discount rate determined by matching the plan’s future expected cash flows to spot rates from a yield curve comprised of high-quality corporate bond rates of various durations. The Company recognizes the funded status of its pension plan obligations on the Consolidated Balance Sheet and records in other comprehensive income certain gains and losses that arise during the period, but are deferred under pension accounting rules. Pension expense is recognized as a component of other (expense) income, net on our Consolidated Statements of Operations. 62 Product Warranty Costs The Company’s products are generally warranted against defects in material and workmanship for a period of one year to five years . A provision for estimated warranty costs is recorded at the time a unit is sold. The methodology to determine the warranty reserve calculates 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. Management believes the methodology provides an accurate reserve estimate. Actual claims incurred could differ from the original estimates, requiring future adjustments. The Bus segment also sells extended warranties related to its products. Revenue related to these contracts is recognized on a straight-line basis over the contract period and costs thereunder are expensed as incurred. All warranty expenses are recorded in the cost of goods sold line on the Consolidated Statements of Operations. The current methodology to determine short-term extended warranty income reserve is based on twelve months of the remaining warranty value for each effective extended warranty at the balance sheet date. See Note 3, Supplemental Financial Information, for further information. Research and Development Research and development costs are expensed as incurred and included in selling, general and administrative expenses on our Consolidated Statements of Operations. For fiscal 2024, fiscal 2023 and fiscal 2022, the Company expensed $ 9.4 million, $ 6.6 million and $ 6.1 million, respectively. Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. The Company evaluates its ability, based on the weight of evidence available, to realize future tax benefits from deferred tax assets and establishes a valuation allowance to reduce a deferred tax asset to a level which, more likely than not, will be realized in future years. The Company recognizes uncertain tax positions based on a cumulative probability assessment if it is more likely than not that the tax position will be sustained upon examination by an appropriate tax authority with full knowledge of all information. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Amounts recorded for uncertain tax positions are periodically assessed, including the evaluation of new facts and circumstances, to ensure sustainability of the positions. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The Company's policy for releasing income tax effects from accumulated other comprehensive loss is to use a specific identification approach. Environmental Liabilities The Company records reserves for environmental liabilities on a discounted basis when environmental investigation and remediation obligations are probable and related costs are reasonably estimable. See Note 10, Guarantees, Commitments and Contingencies, for further information. Retirement of Common Stock When the Company decides to actually or constructively retire the shares of common stock it has repurchased, including those repurchases that have been previously reflected as treasury stock within its historical consolidated financial statements, it records the amount paid in excess of par value as a reduction in retained earnings, to the extent such recording does not reduce retained earning to an amount below zero. In those instances in which such recording would reduce retained earnings below zero, it records the difference as a reduction in additional paid-in capital. See Note 13, Stockholders' (Deficit) Equity , for further information. Segment Reporting 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. As discussed further in Note 11, Segment Information , the Company determined its operating and reportable segments to be Bus and Parts. The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the U.S., Canada and in certain limited international markets. The Parts 63 segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network and certain large fleet customers. Statement of Cash Flows We classify distributions received from our equity method investment(s), if any, using the nature of distribution approach, such that distributions received are classified based on the nature of the activity of the investee that generated the distribution. Returns on investment are classified within operating activities, while returns of investment are classified within investing activities. The exchange of cash, if any, associated with derivative transactions is classified in the same category as the cash flows from the underlying items giving rise to the foreign currency or interest rate exposures. Recently Issued Accounting Standards ASU 2023-07 On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. Public business entities ("PBEs") are required to provide this incremental detail in a numerical, tabular format. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for PBEs in fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2024-03 On November 4, 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires PBEs to disclose disaggregated information about certain income statement expense line items. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The new ASUs will not impact amounts recorded in the consolidated financial statements, but, instead, will require more detailed disclosures in the footnotes to the financial statements. The Company plans to provide the updated disclosures required by the ASUs in the periods in which they are effective. Any recently issued accounting standards not identified above do not apply to the Company or the impact is expected to be immaterial. 3. Supplemental Financial Information Accounts Receivable Accounts receivable, net, consisted of the following at the dates indicated: ( in thousands ) September 28, 2024 September 30, 2023 Accounts receivable $ 59,199 $ 12,674 Allowance for doubtful accounts ( 100 ) ( 100 ) Accounts receivable, net $ 59,099 $ 12,574 64 Product Warranties The following table reflects activity in accrued warranty cost (current and long-term portion combined) for the fiscal years presented: (in thousands) 2024 2023 2022 Balance at beginning of period $ 15,434 $ 15,970 $ 18,550 Add: current period accruals 9,985 9,084 7,348 Less: current period reductions of accrual ( 9,240 ) ( 9,620 ) ( 9,928 ) Balance at end of period $ 16,179 $ 15,434 $ 15,970 Extended Warranties The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two years to five years , for the fiscal years presented: (in thousands) 2024 2023 2022 Balance at beginning of period $ 23,123 $ 18,795 $ 20,144 Add: current period deferred income 13,245 12,013 6,847 Less: current period recognition of income ( 8,406 ) ( 7,685 ) ( 8,196 ) Balance at end of period $ 27,962 $ 23,123 $ 18,795 The outstanding balance of deferred warranty income in the table above is considered a "contract liability," and represents a performance obligation of the Company that we satisfy over the term of the arrangement but for which we have been paid in full at the time the warranty was sold. We expect to recognize $ 9.4 million of the outstanding contract liability in fiscal 2025, and the remaining balance thereafter. Other Current Liabilities The balance in other current liabilities as of September 28, 2024 and September 30, 2023 includes approximately $ 2.2 million and $18.5 million, respectively, of funds awarded by the U.S. Environmental Protection Agency in administering the Clean School Bus Program (“CSBP”) that was signed into law in mid-November 2021. The CSBP 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. The balance at September 30, 2023 was largely recognized as revenue during the first half of 2024 and the Company expects to recognize the vast majority of the September 28, 2024 balance as revenue during the first half of fiscal 2025, 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) September 28, 2024 September 30, 2023 Current portion $ 5,008 $ 4,475 Long-term portion 2,248 1,771 Total accrued self-insurance $ 7,256 $ 6,246 The current and long-term portions of the accrued self-insurance liability are included in accrued expenses and other liabilities, respectively, on the accompanying Consolidated Balance Sheets. Shipping and Handling Shipping and handling revenues recognized were $ 21.7 million, $ 18.5 million and $ 16.0 million for fiscal 2024, fiscal 2023 and fiscal 2022, respectively. The related cost of goods sold were $ 19.9 million, $ 16.6 million and $ 14.3 million for fiscal 2024, fiscal 2023 and fiscal 2022, respectively. 65 Derivative Instruments On October 24, 2018, the Company entered into a four year interest rate collar with a $ 150.0 million notional value with an effective date of November 30, 2018. The collar was entered into in order to partially mitigate our exposure to interest rate fluctuations on our variable rate debt. The collar established a range where we paid the counterparty if the three month U.S. Dollar London Interbank Offered Rate ("LIBOR") fell below the established floor rate of 1.5 %, and the counterparty paid us if the three month LIBOR exceeded the ceiling rate of 3.3 %. The collar settled quarterly through the termination date of September 30, 2022. 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 fiscal 2022, the three month LIBOR fell below the established floor, which required us to make $ 1.2 million in total cash payments to the counterparty. 4. Inventories The following table presents components of inventories at the dates indicated: (in thousands) September 28, 2024 September 30, 2023 Raw materials $ 83,027 $ 88,116 Work in process 32,556 45,875 Finished goods 12,215 1,295 Total inventories $ 127,798 $ 135,286 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 loss in excess of net realizable value was present at September 28, 2024 or September 30, 2023 and no such losses were recognized in fiscal 2024 or fiscal 2023. 5. Property, Plant and Equipment Property, plant and equipment, net, consisted of the following at the dates indicated: (in thousands) September 28, 2024 September 30, 2023 Land $ 2,504 $ 2,504 Buildings 65,237 64,206 Machinery and equipment 121,048 115,248 Office furniture, equipment and other 2,467 2,355 Computer equipment and software 20,718 20,662 Construction in process 12,408 7,151 Property, plant and equipment, gross 224,382 212,126 Accumulated depreciation and amortization ( 131,413 ) ( 121,323 ) Operating lease right-of-use assets (1) 4,353 4,298 Property, plant and equipment, net $ 97,322 $ 95,101 (1) Further information is included in Note 10, Guarantees, Commitments and Contingencies . Depreciation and amortization expense for property, plant and equipment was $ 12.2 million, $ 13.3 million, and $ 10.9 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively. We capitalized $ 0.3 million of interest expense in fiscal 2024 related to the construction of plant manufacturing assets. A $1.4 million impairment loss for certain equipment that was no longer used in the Bus segment production process was recognized in fiscal 2022. No impairment loss was recognized in fiscal 2024 or fiscal 2023. 66 6. Goodwill The carrying amounts of goodwill by reporting unit are as follows at the dates indicated: (in thousands) Gross Goodwill Accumulated Impairments Net Goodwill September 28, 2024 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 September 30, 2023 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 In the fourth quarters of fiscal 2024 and fiscal 2023, we performed our annual impairment assessment of goodwill that did not indicate that an impairment existed; therefore, no impairments of goodwill have been recorded. 7. Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 28, 2024 September 30, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Total Gross Carrying Amount Accumulated Amortization Total Finite lived: Engineering designs $ 3,156 $ 3,156 $ — $ 3,156 $ 3,156 $ — Finite lived: Customer relationships 37,425 33,687 3,738 37,425 31,817 5,608 Total amortized intangible assets 40,581 36,843 3,738 40,581 34,973 5,608 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 80,397 $ 36,843 $ 43,554 $ 80,397 $ 34,973 $ 45,424 Management considers the "Blue Bird" trade name to have an indefinite useful life and, accordingly, it is not subject to amortization. Management reached this conclusion principally due to the longevity of the Blue Bird name and because management considers renewal upon reaching the legal limit of the trademarks related to the trade name as perfunctory. The Company expects to maintain usage of the trade name on existing products and introduce new products in the future that will also display the trade name. During the fourth quarters of fiscal 2024 and fiscal 2023, we performed our annual impairment assessment of our trade name, which did not indicate that an impairment existed; therefore, no impairment of our indefinite lived intangible asset has been recorded. Customer relationships are amortized on a straight-line basis over an estimated life of 20 years. Engineering designs are amortized on a straight-line basis over an estimated life of 7 years. Total amortization expense for intangible assets was $ 1.9 million, $ 2.0 million, and $ 2.0 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively. Remaining a mortization expense for finite lived intangible assets is expected to be as follows: (in thousands) Fiscal Years Ending Amortization Expense 2025 $ 1,869 2026 1,869 Total amortization expense $ 3,738 67 8. Debt 2016 Credit Agreement On December 12, 2016, BBBC ("Borrower"), executed a $ 235.0 million five-year credit agreement with Bank of Montreal, which acted as the administrative agent and an issuing bank, Fifth Third Bank, as co-syndication agent and an issuing bank, and Regions Bank, as co-syndication agent, together with other lenders ("2016 Credit Agreement"). The credit facilities provided for under the 2016 Credit Agreement consisted of a term loan facility in an aggregate initial principal amount of $ 160.0 million (the “2016 Term Loan Facility”) and a revolving credit facility with aggregate commitments of $75.0 million. The revolving credit facility included a $15.0 million letter of credit sub-facility and a $ 5.0 million swing-line sub-facility (“2016 Revolving Credit Facility,” and together with the 2016 Term Loan Facility, each a “2016 Credit Facility” and collectively, the “2016 Credit Facilities”). The obligations under the 2016 Credit Agreement and the related loan documents (including without limitation, the borrowings under the 2016 Credit Facilities and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), were, in each case, secured by a lien on and security interest in substantially all of the assets of the Company and its subsidiaries including the Borrower, with certain exclusions as set forth in a collateral agreement entered into on the closing date. First Amendment to the 2016 Credit Agreement On September 13, 2018, the Company entered into a first amendment to the 2016 Credit Agreement ("First Amended 2016 Credit Agreement"). The First Amended 2016 Credit Agreement provided for additional funding of $50.0 million and was funded in the first quarter of the fiscal year that ended September 28, 2019. Substantially all of the proceeds were used to complete a tender offer to purchase shares of our common and preferred stock. The First Amended 2016 Credit Agreement also increased the revolving credit facility to $100.0 million from $75.0 million, a $ 25.0 million increase. 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 subsequently amended as discussed below). In connection with the First Amended 2016 Credit Agreement, we incurred $ 2.0 million of debt discount and issuance costs, which were recorded as contra-debt and were being amortized over the life of the Amended 2016 Credit Agreement (defined below) using the effective interest method. The interest rate on the 2016 Term Loan Facility was (i) from the first amendment effective date until the first quarter ended on or about September 30, 2018, LIBOR plus 2.25%, and (ii) commencing with the fiscal quarter ended on or about September 30, 2018 and thereafter, dependent on the Total Net Leverage Ratio ("TNLR") of the Company, an election of either base rate ("ABR") or LIBOR pursuant to the table below: Level Total Net Leverage Ratio ABR Loans LIBOR 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 3.50x 2.00% 3.00% Second Amendment to the 2016 Credit Agreement On May 7, 2020, the Company entered into a second amendment to the 2016 Credit Agreement and First Amended 2016 Credit Agreement (“Second Amended 2016 Credit Agreement”). The Second Amended 2016 Credit Agreement provided $41.9 million in additional revolving commitments bringing the total revolving commitments to $141.9 million. The revolving commitments under the Second Amended 2016 Credit Agreement were scheduled to mature on September 13, 2023, which was the fifth anniversary of the effective date of the First Amended 2016 Credit Agreement. The interest rate pricing grid remained unchanged, but the LIBOR floor was amended from 0% to 0.75%. We incurred $0.9 million in fees related to the amendment. The fees were capitalized to other assets on the Consolidated Balance Sheets and were being amortized on a straight-line basis to interest expense until maturity of the Amended 2016 Credit Agreement (defined below). 68 Third Amendment to the 2016 Credit Agreement On December 4, 2020, the Company executed a third amendment to the 2016 Credit Agreement, First Amended 2016 Credit Agreement and Second Amended 2016 Credit Agreement ("Third Amended 2016 Credit Agreement"). The Third Amended 2016 Credit Agreement, among other things, provided for certain temporary amendments to the 2016 Credit Agreement from the third amendment effective date through and including the first date on which (a)(i) a compliance certificate was timely delivered with respect to a fiscal quarter ending on or after March 31, 2022 demonstrating compliance with certain financial performance covenants for such fiscal quarter (the “Limited Availability Period”), or (ii) the Borrower elected to terminate the Limited Availability Period; and (b) the absence of a default or event of default. Amendments to the financial performance covenants provided that during the Limited Availability Period, a higher maximum TNLR was permitted, and required the Company to maintain liquidity (in the form of undrawn availability under the 2016 Revolving Credit Facility and unrestricted cash and cash equivalents) of at least $15.0 million. For the duration between the fiscal quarter ended on or around December 31, 2020 and the fiscal quarter ended on or around September 30, 2021 that fell within the Limited Availability Period, a quarterly minimum consolidated EBITDA covenant applied instead of a maximum TNLR. The pricing grid in the First Amended 2016 Credit Agreement, which was based on the ratio of the Company’s consolidated net debt to consolidated EBITDA, remained unchanged. However, during the Limited Availability Period, an additional margin of 0.50% applied. During the Limited Availability Period, the Amended 2016 Credit Agreement required that Borrower prepay existing revolving loans and, if undrawn and unreimbursed letters of credit exceeded $7.0 million, cash collateralize letters of credit if unrestricted cash and cash equivalents exceeded $20.0 million, as determined on a semimonthly basis. Any issuance, amendment, renewal, or extension of credit during the Limited Availability Period could not cause unrestricted cash and cash equivalents to exceed $20.0 million, or cause the aggregate outstanding 2016 Revolving Credit Facility principal to exceed $100.0 million. The Third Amended 2016 Credit Agreement also implemented a cap on permissible investments, restricted payments, certain payments of indebtedness and the fair market value of all assets subject to permitted dispositions during the Limited Availability Period. For the duration of the Limited Availability Period, the Amended 2016 Credit Agreement (defined below) set forth additional monthly reporting requirements, and required subordination agreements and intercreditor arrangements for certain other indebtedness and liens subject to administrative agent approval. The Company incurred approximately $2.5 million in lender fees and other issuance costs relating to the third amendment. Of such total, approximately $1.1 million and $0.9 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and were being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement (defined below). The remaining approximate $0.5 million was recorded to loss on debt modification on the Consolidated Statements of Operations. In conjunction with executing the third amendment, previously capitalized lender fees and other issuance costs incurred in prior periods totaling approximately $0.1 million were expensed to loss on debt modification on the Consolidated Statements of Operations. Fourth Amendment to the 2016 Credit Agreement On November 24, 2021, the Company executed a fourth amendment to the 2016 Credit Agreement, First Amended 2016 Credit Agreement, Second Amended 2016 Credit Agreement and Third Amended 2016 Credit Agreement (the "Fourth Amended 2016 Credit Agreement"). The Fourth Amended 2016 Credit Agreement, among other things, provided for certain temporary amendments to the 2016 Credit Agreement from the third amendment effective date through and including (a) April 1, 2023 (the “Amended Limited Availability Period”), or (b) the first date on which Borrower elected to terminate the Amended Limited Availability Period, in each case, subject to (x) the absence of a default or event of default and (y) pro forma compliance with the financial covenant performance covenants under the Fourth Amended 2016 Credit Agreement. With respect to the financial performance covenants, during the Amended Limited Availability Period for the fiscal quarters ended January 1, 2022 through October 1, 2022, the TNLR requirement was not applicable, although it continued to impact the interest rate that was charged on outstanding borrowings as discussed below. Instead, the minimum consolidated EBITDA that the Company was required to maintain during the Amended Limited Availability Period was updated to include fiscal 2022 as set forth in the table below (in millions): 69 Period Minimum Consolidated EBITDA Fiscal quarter ending January 1, 2022 $14.5 Fiscal quarter ending April 2, 2022 $(4.5) Fiscal quarter ending July 2, 2022 $(6.8) Fiscal quarter ending October 1, 2022 $20.0 However, in the event that Borrower elected to terminate the Amended Limited Availability Period in fiscal 2022, the maximum TNLR permitted was 3.50x. The minimum liquidity (in the form of undrawn availability under the 2016 Revolving Credit Facility and unrestricted cash and cash equivalents) that the Company was required to maintain during the Amended Limited Availability Period was amended as set forth in the table below (in millions): Period Minimum Liquidity Fourth amendment effective date through January 1, 2022 $10.0 January 2, 2022 through April 2, 2022 $5.0 April 3, 2022 through July 2, 2022 $15.0 Thereafter $20.0 Additionally, a new financial performance covenant was added in the Fourth Amended 2016 Credit Agreement, requiring that school bus units manufactured by the Company (“Units”) not fall below the pre-set thresholds set forth in the table below on a three month trailing basis (“Units Covenant”). The Units Covenant was triggered only if the Company’s liquidity for the most-recently ended fiscal month was less than $50 million during the Amended Limited Availability Period: Period Minimum Units Manufactured Three month period ending November 27, 2021 1,128 Three month period ending January 1, 2022 776 Three month period ending January 29, 2022 748 Three month period ending February 26, 2022 727 Three month period ending April 2, 2022 763 Three month period ending April 30, 2022 1,111 Three month period ending May 28, 2022 1,525 Three month period ending July 2, 2022 2,053 Three month period ending July 30, 2022 2,072 Three month period ending August 27, 2022 2,199 Three month period ending October 1, 2022 2,306 If the Units during any three fiscal month period set forth above was less than the minimum required by the Units Covenant, Borrower could elect to carry forward up to 50% of certain applicable excess Units to satisfy the Units Covenant requirement. However, Borrower could not make such election in two consecutive three fiscal month periods. The pricing grid in the Fourth Amended 2016 Credit Agreement, which was based on the TNLR, was determined in accordance with the amended pricing matrix set forth below: 70 Level Total Net Leverage Ratio ABR Loans LIBOR 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 4.50x 2.00% 3.00% VII Greater than or equal to 4.50x and less than 5.00x 3.25% 4.25% VIII Greater than 5.00x 4.25% 5.25% During the Amended Limited Availability Period (notwithstanding the pricing grid set forth above), the applicable rate was (a) solely to the extent that the aggregate revolving exposures exceeded $100.0 million, 5.75% with respect to such excess and (b) with respect to all other revolving exposures, the sum of the rate determined by the administrative agent in accordance with the pricing grid set forth above, plus 0.50%. Additional allowances were made in the Fourth Amended 2016 Credit Agreement for the Company to issue or incur up to $100.0 million of qualified equity interests issued by the Company, unsecured subordinated indebtedness or unsecured convertible indebtedness (collectively, “Junior Capital”). Upon the issuance or incurrence of any Junior Capital, the Company was required to prepay the outstanding revolving loans (with no permanent reduction in the revolving commitments) in an amount equal to the lesser of (a) 100% of the net proceeds from such Junior Capital and (b) the aggregate of revolving exposures then outstanding. 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 2016 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' (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 2016 Credit Agreement set forth additional monthly reporting requirements in connection with the manufactured school bus units required by the financial performance covenants, when applicable. The Company incurred approximately $2.5 million in lender fees and other issuance costs relating to the fourth amendment. Of such total, approximately $1.1 million and $0.8 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and was being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement (defined below). The remaining approximate $0.5 million was recorded to loss on debt modification on the Consolidated Statements of Operations. In conjunction with executing the fourth amendment, previously capitalized lender fees and other issuance costs incurred in prior periods totaling approximately $0.1 million were also expensed to loss on debt modification on the Consolidated Statements of Operations. Fifth Amendment and Limited Waiver to the 2016 Credit Agreement On September 2, 2022, the Company executed a fifth amendment and limited waiver to the 2016 Credit Agreement, First Amended 2016 Credit Agreement, Second Amended 2016 Credit Agreement, Third Amended 2016 Credit Agreement and Fourth Amended 2016 Credit Agreement ("Fifth Amended 2016 Credit Agreement"). The Fifth Amended 2016 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 could elect to accrue interest on outstanding borrowings from LIBOR, which was discontinued subsequent to June 30, 2023, to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("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 2016 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. The Company requested such covenant relief given the supply chain disruptions that continued to challenge the Company throughout fiscal 2022. Finally, the Fifth Amended 2016 Credit Agreement required the Company to provide a rolling thirteen week cash flow forecast to the administrative agent, on a monthly basis, beginning with the fiscal month ended August 27, 2022 and ending with the fiscal month ending April 1, 2023. 71 The Company incurred approximately $0.3 million in lender fees and other issuance costs relating to the fifth amendment. Of such total, approximately $0.1 million and $0.1 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and was being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement (defined below). The remaining approximate $0.1 million was recorded to loss on debt modification on the Consolidated Statements of Operations. Sixth Amendment to the 2016 Credit Agreement On November 21, 2022, the Company executed a sixth amendment to the 2016 Credit Agreement, First Amended 2016 Credit Agreement, Second Amended 2016 Credit Agreement, Third Amended 2016 Credit Agreement, Fourth Amended 2016 Credit Agreement and Fifth Amended 2016 Credit Agreement ("Sixth Amended 2016 Credit Agreement" and collectively, the "Amended 2016 Credit Agreement"). The Sixth Amended 2016 Credit Agreement, among other things, extended the maturity date for both the 2016 Term Loan Facility and 2016 Revolving Credit Facility from September 13, 2023 to December 31, 2024. The total 2016 Revolving Credit Facility commitment was reduced to an aggregate principal amount of $90.0 million, of which $80.0 million was available for Borrower to draw, with the remaining $10.0 million subject to written approval from the lenders, which, once obtained, was irrevocable. There was no change in the 2016 Term Loan Facility commitment; however, the Sixth Amended 2016 Credit Agreement required 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 2016 Credit Agreement also provided for temporary amendments to certain financial performance covenants during the Amended Limited Availability Period, which terminated on the date on which the Company’s TNLR for the two fiscal quarters most recently ended was each less than 4.00x and no default or event of default had occurred and was continuing. However, the Amended Limited Available Period could re-occur upon a default or event of default or if the TNLR for the immediately preceding fiscal quarter was equal to or greater than 4.00x. The minimum consolidated EBITDA that the Company was required to maintain during the Amended Limited Availability Period was 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 was multiplied by 2 and (ii) three fiscal quarter period ending September 30, 2023 was multiplied by 4/3. The minimum liquidity (in the form of undrawn availability under the 2016 Revolving Credit Facility and unrestricted cash and cash equivalents) that the Company was required to maintain at the end of each fiscal month during the Amended Limited Availability Period was 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 was 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 was required to maintain during the Amended Limited Availability Period amended as set forth in the table below. The Units Covenant was triggered only if the Company’s liquidity for the most-recently ended fiscal month was less than $50.0 million during the Amended Limited Availability Period: 72 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 was 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 2016 Credit Agreement, which was based on the TNLR, was applicable to both term loan and revolving borrowings and was 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 were each increased (x) by 0.25% if the aggregate revolving borrowings were 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 were 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 was 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 was being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement. The remaining approximate $0.5 million was recorded to loss on debt modification on the Consolidated Statements of Operations. Fiscal 2024 Credit Agreement On November 17, 2023 (the “Closing Date”), BBBC, as 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 "Credit Agreement"). The credit facilities provided for under the Credit Agreement consist of a term loan facility in an aggregate initial principal amount of $100.0 million (the “Term Loan Facility”) and a revolving credit facility with aggregate commitments of $150.0 million. The 73 revolving credit facility includes a $25.0 million letter of credit sub-facility and $5.0 million swingline sub-facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, each a “Credit Facility” and collectively, the “Credit Facilities”). A minimum of $100.0 million of additional term loans and/or revolving credit commitments may be incurred under the Credit Agreement, subject to certain limitations as set forth in the 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 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. 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, 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. The $100.0 million of Term Loan Facility proceeds and $36.2 million of Revolving Credit Facility proceeds that were borrowed on the Closing Date were used to pay (i) the $131.8 million of term loan indebtedness outstanding under the Amended 2016 Credit Agreement, (ii) interest and commitment fees accrued under the Amended 2016 Credit Agreement through the Closing Date and (iii) transaction costs associated with the consummation of the Credit Agreement. Under the terms of the 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 Credit Facilities bear interest, at our option, at (i) ABR or (ii) SOFR plus 0.10%, plus an applicable margin depending on the TNLR (which is defined in the Credit Agreement as the ratio of consolidated net debt to consolidated EBITDA on a trailing four quarter basis) of the Company as follows: Level TNLR 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 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 that ended after the Closing Date, with pricing as of September 28, 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. The 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 Credit Agreement) of not less than 1.20:1.00. The Company was in compliance with such covenants as of September 28, 2024. The Company incurred approximately $ 3.1 million in lender fees and other issuance costs relating to the Credit Agreement. Of such total, approximately $ 1.9 million and $ 0.8 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Condensed Consolidated Balance Sheets and is being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Credit Agreement. The remaining approximate $ 0.4 million was recorded to loss on debt refinancing or modification on the Condensed Consolidated Statements of Operations. 74 In conjunction with executing the Credit Agreement, previously capitalized lender fees and other issuance costs relating to the Amended 2016 Credit Agreement and incurred in prior periods totaling $1.1 million were also expensed to loss on debt refinancing or modification on the Condensed Consolidated Statements of Operations. Additional Disclosures Debt consisted of the following at the dates indicated: (in thousands) September 28, 2024 September 30, 2023 Term loans, net of deferred financing costs of $ 1,256 and $ 1,456 , respectively $ 94,994 $ 130,344 Less: Current portion of long-term debt 5,000 19,800 Long-term debt, net of current portion $ 89,994 $ 110,544 Term loan borrowings are recognized on the Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement; however, given the variable rates on the loans, the Company estimates the unpaid principal balance to approximate 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 September 28, 2024 and September 30, 2023, $ 96.3 million and $ 131.8 million, respectively, were outstanding on the term loans. At September 28, 2024 and September 30, 2023, the stated interest rates on the term loans were 6.9 % and 10.0 %, respectively. At September 28, 2024 and September 30, 2023, the weighted-average annual effective interest rates for the term loans were 8.2 % and 10.9 %, respectively, which included amortization of the deferred debt issuance costs. There were no borrowings outstanding on the Revolving Credit Facility at September 28, 2024. Additionally, there were $ 6.7 million of Letters of Credit outstanding on September 28, 2024, providing the Company the ability to borrow $ 143.3 million on the revolving line of credit. Interest expense on all indebtedness for fiscal 2024, fiscal 2023 and fiscal 2022 was $ 10.6 million, $ 18.0 million, and $ 14.7 million, respectively. The schedule of remaining principal maturities for the term loans is as follows at September 28, 2024: (in thousands) Fiscal Year Principal Payments 2025 $ 5,000 2026 5,000 2027 5,000 2028 5,000 2029 5,000 Thereafter 71,250 Total remaining principal payments $ 96,250 75 9. Income Taxes The components of income tax (expense) benefit were as follows for the fiscal years presented: (in thousands) 2024 2023 2022 Current tax provision: Federal $ ( 30,188 ) $ ( 645 ) $ 380 State ( 4,447 ) ( 243 ) — Foreign ( 267 ) — — Total current tax (expense) benefit $ ( 34,902 ) $ ( 888 ) $ 380 Deferred tax provision: Federal $ 2,046 $ ( 6,230 ) $ 10,862 State ( 372 ) ( 1,835 ) 209 Total deferred tax benefit (expense) 1,674 ( 8,065 ) 11,071 Income tax (expense) benefit $ ( 33,228 ) $ ( 8,953 ) $ 11,451 At September 28, 2024, the Company had $ 8.0 million (tax effected) in total state tax attributes, primarily comprised of $ 6.7 million (tax effected) in state tax credit carryforwards and $ 0.6 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 $ 5.3 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 28, 2024, the Company had no federal NOL carryforwards. The effective tax rates for fiscal 2024, fiscal 2023 and fiscal 2022 were 26.2 %, 34.7 % and 21.6 %, respectively. The effective tax rate for fiscal 2024 differed from the statutory federal income tax rate of 21.0 %. The increase in the effective tax rate to 26.2 % was primarily due to the impacts of 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. 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. This increase was partially offset by an increase in the valuation allowance. 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) 2024 2023 2022 Federal tax (expense) benefit at statutory rate $ ( 26,594 ) $ ( 5,419 ) $ 11,141 (Increase) reduction in income tax expense resulting from: State taxes, net ( 4,808 ) ( 1,700 ) 2,240 Change in uncertain tax positions — 240 395 Share-based compensation ( 675 ) ( 95 ) ( 513 ) Permanent items ( 700 ) ( 1,582 ) ( 31 ) Valuation allowance ( 17 ) ( 319 ) ( 2,050 ) Tax credits 273 330 285 Return to accrual adjustments 4 3 ( 212 ) Investor tax on non-consolidated affiliate income ( 700 ) ( 404 ) 231 Other ( 11 ) ( 7 ) ( 35 ) Income tax (expense) benefit $ ( 33,228 ) $ ( 8,953 ) $ 11,451 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 76 recognition of the tax position in the financial statements. The Company's liability arising from uncertain tax positions ("UTPs"), including accrued interest and penalties, is recorded in other liabilities in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2024 2023 2022 Balance, beginning of year $ — $ 110 $ 370 Additions for tax positions of prior years — — — Lapses of applicable statute of limitations — ( 110 ) ( 260 ) Balance, end of year $ — $ — $ 110 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no accrued interest and penalties at September 28, 2024 or September 30, 2023. The Company is subject to taxation mostly in the U.S. and various state jurisdictions. At September 28, 2024, tax years prior to 2020 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 liabilities at the dates indicated: (in thousands) September 28, 2024 September 30, 2023 Deferred tax liabilities Property, plant and equipment $ ( 9,894 ) $ ( 10,880 ) Other intangible assets ( 10,679 ) ( 11,167 ) Investor tax on non-consolidated affiliate income ( 1,261 ) ( 866 ) Other ( 566 ) — Total deferred tax liabilities $ ( 22,400 ) $ ( 22,913 ) Deferred tax assets NOL carryforward $ 731 $ 1,168 Accrued expenses 8,017 5,586 Compensation 2,257 2,839 Interest limitation carryforward — 5,235 Inventories 812 743 Capitalized research & development 5,035 3,052 Unearned income 4,301 3,096 Tax credits 6,702 6,685 Total deferred tax assets $ 27,855 $ 28,404 Less: valuation allowance ( 5,839 ) ( 5,822 ) Deferred tax assets less valuation allowance $ 22,016 $ 22,582 Net deferred tax liabilities $ ( 384 ) $ ( 331 ) 10. Guarantees, Commitments and Contingencies Litigation At September 28, 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 impact on the Company’s financial statements. Environmental The Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous materials used in its manufacturing processes. Failure by the Company to comply with present and future regulations could subject it to future liabilities. In addition, such regulations could require the Company to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The Company is currently not involved in any material environmental 77 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, included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $ 0.5 million and $ 0.3 million at September 28, 2024 and September 30, 2023, 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 We have operating leases for office and warehouse space and finance leases for equipment. Our leases have remaining lease terms ranging from 0.2 years to 5.7 years with the option to extend certain leases for up to 1 year. The components of lease costs included on the Consolidated Statements of Operations are as follows: (in thousands) Fiscal Years Ended Lease cost Classification 2024 2023 Operating leases Selling, general and administrative expenses $ 2,031 $ 2,188 Finance leases Amortization of lease assets Cost of goods sold 702 702 Interest on lease liabilities Interest expense 40 60 Short-term leases (1) Cost of goods sold or selling, general and administrative expenses 1,720 1,993 Total lease cost $ 4,493 $ 4,943 (1) Short-term lease cost includes both leases and rentals with initial terms of one year or less. Classification depends on the purpose of the underlying lease. The following table summarizes the lease amounts included on the Consolidated Balance Sheets as follows: (in thousands) Balance Sheet Location September 28, 2024 September 30, 2023 Assets Operating Property, plant and equipment $ 4,353 $ 4,298 Finance (1) Finance lease right-of-use 332 1,034 Total lease assets $ 4,685 $ 5,332 Liabilities Current Operating Other current liabilities $ 1,873 $ 1,593 Finance Finance lease obligations 975 583 Long-term Operating Other liabilities 2,971 3,608 Finance Finance lease obligations 6 987 Total lease liabilities $ 5,825 $ 6,771 (1) Net of accumulated amortization of $ 3.2 million and $ 2.5 million, respectively. The financing and operating leases recorded do not assume renewal based on our analysis of those leases and their contractual terms. 78 Lease liability maturities are presented in the following table: (in thousands) September 28, 2024 Fiscal Years Ended Operating Finance Total 2025 $ 2,149 $ 994 $ 3,143 2026 1,852 — 1,852 2027 866 — 866 2028 301 — 301 2029 184 — 184 Thereafter 65 — 65 Total future minimum lease payments 5,417 994 6,411 Less: imputed interest 573 13 586 Total lease liabilities $ 4,844 $ 981 $ 5,825 Lease terms and discount rates are presented in the following table: September 28, 2024 Operating Finance Weighted average remaining lease term 2.8 0.5 Weighted average discount rate 6.0 % 3.2 % Supplemental cash flow information is presented in the following table: Fiscal Years Ended (in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows - operating leases $ 2,442 $ 2,688 Operating cash flows - finance leases 40 60 Financing cash flows - finance leases 589 570 Right-of-use assets exchanged for lease liabilities Operating leases $ 1,682 $ 626 Purchase Commitments In the ordinary course of business, the Company enters into short-term contractual purchase orders for manufacturing inventory and capital assets. The amount of these commitments is expected to be as follows: (in thousands) Fiscal Years Ended Amount 2025 $ 134,121 2026 1,953 Total purchase commitments $ 136,074 11. Segment Information We manage our business in two operating segments: (i) the Bus segment, which includes the manufacture and assembly of buses to be sold to a variety of customers across the U.S., Canada, and in certain limited international markets; and (ii) the Parts segment, which consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network and certain large fleet customers. Management evaluates the segments based primarily upon revenues and gross profit, which are reflected in the tables below for the periods presented: 79 Net sales (in thousands) 2024 2023 2022 Bus (1) $ 1,242,885 $ 1,034,625 $ 723,505 Parts (1) 104,269 98,168 77,132 Segment net sales $ 1,347,154 $ 1,132,793 $ 800,637 (1) Parts segment revenue includes $ 9.3 million, $ 5.6 million, and $ 3.9 million for fiscal 2024, fiscal 2023 and fiscal 2022, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation. Gross profit (in thousands) 2024 2023 2022 Bus $ 203,791 $ 91,003 $ 5,065 Parts 52,365 47,847 31,481 Segment gross profit $ 256,156 $ 138,850 $ 36,546 The following table is a reconciliation of segment gross profit to consolidated income (loss) before income taxes for the fiscal years presented: (in thousands) 2024 2023 2022 Segment gross profit $ 256,156 $ 138,850 $ 36,546 Adjustments: Selling, general and administrative expenses ( 116,825 ) ( 87,193 ) ( 77,246 ) Interest expense ( 10,579 ) ( 18,012 ) ( 14,675 ) Interest income 4,136 1,004 9 Other (expense) income, net ( 4,394 ) ( 8,307 ) 2,947 Loss on debt refinancing or modification ( 1,558 ) ( 537 ) ( 632 ) Income (loss) before income taxes $ 126,936 $ 25,805 $ ( 53,051 ) Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented: (in thousands) 2024 2023 2022 United States $ 1,199,527 $ 1,048,279 726,227 Canada 146,609 78,907 69,683 Rest of world 1,018 5,607 4,727 Total net sales $ 1,347,154 $ 1,132,793 800,637 12. Revenue The following table disaggregates revenue by product category for the periods presented: Fiscal Years Ended (in thousands) 2024 2023 2022 Diesel buses $ 461,222 $ 341,969 $ 276,395 Alternative powered buses (1) 726,083 648,900 407,599 Other (2) 58,074 46,246 41,858 Parts 101,775 95,678 74,785 Net sales $ 1,347,154 $ 1,132,793 $ 800,637 (1) Includes buses sold with any power source other than diesel (e.g., gasoline, propane, compressed natural gas ("CNG"), or electric). (2) Includes shipping and handling revenue, extended warranty income, surcharges, chassis, and bus shell sales. 80 13. 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, L.P. 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, Stockholder Transaction Costs , for further information). Share Repurchase Program and Common Stock Retirement On January 31, 2024, the Board of Directors of the Company authorized and approved a share repurchase program for up to $60 million of outstanding shares of the Company’s common stock over a period of 24 months, expiring January 31, 2026. Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. In the latter part of August and first half of September 2024, the Company repurchased 201,818 shares of its common stock for $9.9 million, pursuant to the share repurchase plan. No such repurchases were made in fiscal 2023. The total remaining authorization for future common stock repurchases under the Company's share repurchase program was $50.1 million as of September 28, 2024. In mid-September 2024, the Company constructively retired the shares of common stock it had recently repurchased by recording the $9.9 million paid in excess of the $0.0001 par value of each share as a reduction in retained earnings. Later that same month, the Company retired the shares of common stock that had previously been reflected as treasury stock within its historical consolidated financial statements by recording the amount paid in excess of the $0.0001 par value of each share as a $39.9 million reduction in retained earnings, which reduced the value in this account to zero, with the remaining $10.4 million recorded as a reduction in additional paid-in capital. 14. 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) 2024 2023 2022 Numerator: Net income (loss) $ 105,547 $ 23,812 $ ( 45,759 ) Basic earnings (loss) per share: Weighted average common shares outstanding 32,270,711 32,071,940 31,020,399 Basic earnings (loss) per share $ 3.27 $ 0.74 $ ( 1.48 ) Diluted earnings (loss) per share (1): Weighted average common shares outstanding 32,270,711 32,071,940 31,020,399 Weighted average dilutive securities, restricted stock 407,773 166,720 — Weighted average dilutive securities, stock options 283,061 19,992 — Weighted average dilutive securities, warrants 387,676 — — Weighted average shares and dilutive potential common shares 33,349,221 32,258,652 31,020,399 Diluted earnings (loss) per share $ 3.16 $ 0.74 $ ( 1.48 ) (1) There were no potentially dilutive securities for fiscal 2024 while 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. Because of the timing of the share repurchases discussed in Note 13 above, they had no material impact on earnings per share for fiscal 2024. 81 15. Share-Based Compensation In fiscal 2015, we adopted the Omnibus Equity Incentive Plan ("Plan") and in fiscal 2020, amended and restated it. The Plan is administered by the Compensation Committee of our Board of Directors and the Committee may grant awards for the issuance of up to an aggregate of 5,200,000 shares of common stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights (collectively, “SARs,” and each individually, a “SAR”), restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The exercise price of a share subject to a stock option may not be less than 100 % of the fair market value of a share of the Company's common stock with respect to the grant date of such stock option. No portion of the options vest and become exercisable after the date on which the optionee’s service with the Company and its subsidiaries terminates. The vesting of all unvested shares of common stock subject to an option will automatically be accelerated in connection with a “Change in Control,” as defined in the Plan. New shares of the Company's common stock are issued upon stock option exercises, or at the time of vesting for restricted stock. We have granted performance awards as part of our overall compensation plans. The vesting of these awards is primarily based upon the attainment of certain performance metrics established under our annual Management Incentive Plan ("MIP"), with the Compensation Committee of the Board of Directors maintaining final discretion over vesting amounts. Stock-based payments to employees, including grants of stock options, restricted stock and restricted stock units ("RSU"), are recognized in the financial statements based on their fair value. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted average expected term of the options. 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. The mid-point between the vesting date and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied yield curve available on U.S. Treasury zero-coupon issues at the date of grant with a remaining term equal to the Company’s expected term assumption. 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. Beginning in fiscal 2024, the Compensation Committee decided that all new annual stock awards issued in accordance with the terms of the Plan would be RSUs. 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. RSU Awards The following table summarizes the Company's RSU activity for the fiscal year presented: 2024 RSU Activity Number of Shares Weighted-Average Grant Date Fair Value Balance, beginning of year 584,063 $ 22.99 Granted 209,708 21.35 Vested ( 93,766 ) 15.96 Forfeited ( 64,357 ) 23.19 Balance, end of year 635,648 23.07 The weighted-average grant date fair value of RSU awards granted in fiscal 2023 and fiscal 2022 was $ 23.41 and $ 17.35 , respectively. Compensation expense for RSU awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 7.2 million, $ 3.2 million, and $ 2.6 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively, with associated tax benefits of $ 1.8 million, $ 0.8 million, and $ 0.7 million, respectively. At September 28, 2024, unrecognized compensation cost related to RSU awards totaled $ 6.1 million and is expected to be recognized over a weighted-average period of 0.9 years. 82 Stock Option Awards The following table summarizes the Company's stock option activity for the fiscal year presented: 2024 Number of Options Weighted Average Exercise Price per Share ($) Outstanding options, beginning of year 640,353 $ 16.38 Granted 63,300 14.45 Exercised (1) ( 248,015 ) 16.27 Expired ( 4,442 ) 15.62 Forfeited ( 15,769 ) 13.62 Outstanding options, end of year (2) 435,427 $ 16.27 Fully vested and exercisable options, end of year (3) 278,678 $ 17.58 (1) Stock options exercised during the fiscal year had an aggregate intrinsic value totaling $ 6.2 million. (2) Stock options outstanding at the end of the fiscal year had $ 14.0 million intrinsic value. (3) Fully vested and exercisable options at the end of the fiscal year had $ 8.6 million intrinsic value. The total aggregate intrinsic value of stock options exercised during fiscal 2023 and fiscal 2022 was $ 0.3 million and less than $ 0.1 million, respectively. Compensation expense for stock option awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 1.2 million, $ 0.8 million, and $ 0.9 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively, with associated tax benefits of $ 0.3 million, $ 0.2 million, and $ 0.2 million, respectively. At September 28, 2024, unrecognized compensation cost related to stock option awards totaled $ 0.5 million and is expected to be recognized over a weighted-average period of 0.7 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: 2024 2023 2022 Expected volatility 62 % 51 % 46 % Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 4.24 % 3.78 % 1.30 % Expected term (in years) 4.5 - 5.0 4.5 - 6.0 4.5 - 6.0 Weighted-average grant-date fair value $ 16.30 $ 6.17 $ 7.04 16. Benefit Plans Defined Benefit Pension Plan The Company has a defined benefit pension plan (“Defined Benefit Plan”) covering U.S. hourly and salaried personnel. On May 13, 2002, the Defined Benefit Plan was amended to freeze new participation as of May 15, 2002, and therefore, any new employees who started on or after May 15, 2002 were not permitted to participate in the Defined Benefit Plan. Effective January 1, 2006, the benefit plan was frozen to all participants. No accrual of future benefits is calculated beyond this date. The Company made no contributions to the Defined Benefit Plan during fiscal 2024 and made $ 1.1 million of contributions in fiscal 2023. For fiscal 2024 and fiscal 2023, benefits paid were $ 8.8 million and $ 13.2 million, 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 2024. The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $ 113.6 million and $ 108.4 million at September 28, 2024 and September 30, 2023, respectively. 83 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: Benefit Obligation (in thousands) 2024 2023 Projected benefit obligation balance, beginning of year $ 108,393 $ 122,571 Interest cost 5,936 6,035 Actuarial loss (gain) (1) 8,091 ( 7,038 ) Benefits paid ( 8,786 ) ( 13,175 ) Projected benefit obligations balance, end of year $ 113,634 $ 108,393 (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. Plan Assets: The summary and reconciliation of the beginning and ending balances of the fair value of the Defined Benefit Plan assets are as follows: Plan Assets (in thousands) 2024 2023 Fair value of plan assets, beginning of year $ 105,989 $ 106,547 Actual return on plan assets 21,080 11,504 Employer contribution — 1,113 Benefits paid ( 8,786 ) ( 13,175 ) Fair value of plan assets, end of year $ 118,283 $ 105,989 Funded Status: The following table reconciles the benefit obligations, plan assets, funded status and net asset (liability) information of the Defined Benefit Plan at the dates indicated. The net pension asset or liability is reflected in long-term assets or liabilities, respectively, on the Consolidated Balance Sheets. Funded Status (in thousands) September 28, 2024 September 30, 2023 Benefit obligation $ 113,634 $ 108,393 Fair value of plan assets 118,283 105,989 Funded status 4,649 ( 2,404 ) Net pension asset (liability) recognized $ 4,649 $ ( 2,404 ) Fair Value of Plan Assets: The Company determines the fair value of its financial instruments in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. Fair value represents the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. This topic provides a hierarchy that gives highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities. This topic requires that financial assets and liabilities are classified into one of the following three categories: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability Level 3 Unobservable inputs for the asset or liability The Company evaluates fair value measurement inputs on an ongoing basis in order to determine if there is a change of sufficient significance to warrant a transfer between levels. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's valuation process. The Defined Benefit Plan assets are comprised of various investment funds, which are valued based upon their quoted market prices. The invested pension plan assets of the Defined Benefit Plan are all Level 2 assets under the provisions of ASC 820, Fair Value Measurements (“ASC 820”). During fiscal 2024 and fiscal 2023, there were no transfers between levels. There are no sources of significant concentration risk in the invested assets at September 30, 2024. 84 The following table sets forth, by level within the fair value hierarchy, a summary of the Defined Benefit Plan’s investments measured at fair value: (in thousands) Level 1 Level 2 Level 3 Total September 28, 2024 Assets: Equity securities $ — $ 77,817 $ — $ 77,817 Debt securities — 40,466 — 40,466 Total assets at fair value $ — $ 118,283 $ — $ 118,283 September 30, 2023 Assets: Equity securities $ — $ 60,055 $ — $ 60,055 Debt securities — 45,934 — 45,934 Total assets at fair value $ — $ 105,989 $ — $ 105,989 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) 2024 2023 2022 Interest cost $ 5,936 $ 6,035 $ 4,368 Expected return on plan assets ( 6,481 ) ( 6,518 ) ( 8,491 ) Amortization of net loss 687 1,195 1,163 Net periodic benefit expense (income) $ 142 $ 712 $ ( 2,960 ) Net gain $ ( 6,507 ) $ ( 12,024 ) $ ( 2,605 ) Amortization of net loss ( 687 ) ( 1,195 ) ( 1,163 ) Total recognized in other comprehensive income $ ( 7,194 ) $ ( 13,219 ) $ ( 3,768 ) Total recognized in net periodic pension benefit expense (income) and other comprehensive income $ ( 7,052 ) $ ( 12,507 ) $ ( 6,728 ) 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 $ 0.3 million. The unrecognized gain or loss is amortized as follows: the total unrecognized gain or loss, less the larger of 10% of the liability or 10% of the assets, is divided by the average future working lifetime of active plan participants. The following actuarial assumptions were used to determine the benefit obligations at the dates indicated: Weighted-average assumptions used to determine benefit obligations: September 28, 2024 September 30, 2023 Discount rate 4.80 % 5.70 % Rate of compensation increase N/A N/A Weighted-average assumptions used to determine net periodic benefit cost: September 28, 2024 September 30, 2023 Discount rate 5.70 % 5.10 % Expected long-term return on plan assets 6.37 % 6.37 % Rate of compensation increase N/A N/A The benchmark for the discount rates is an estimate of the single equivalent discount rate determined by matching the Defined Benefit Plan’s future expected cash flows to spot rates from a yield curve comprised of high-quality corporate bond rates of various durations. The Defined Benefit Plan asset allocations at the dates indicated are as follows: September 28, 2024 September 30, 2023 Equity securities 66 % 57 % Debt securities 34 % 43 % Total securities 100 % 100 % 85 There was no Company common stock included in equity securities. Assets of the Defined Benefit Plan are invested primarily in funds that further invest in equity or debt securities. Assets are valued using quoted prices in active markets. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO. In estimating that rate, appropriate consideration is given to the returns being earned by the plan assets in the fund and rates of return expected to be available for reinvestment and a building block method. The expected rate of return on each asset class is broken down into three components: (1) inflation, (2) the real risk-free rate of return (i.e., the long-term estimate of future returns on default free U.S. government securities), and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate). The investment strategy for pension plan assets is to limit risk through asset allocation, diversification, selection and timing. Assets are managed on a total return basis, with dividends and interest reinvested in the account. The Company expects to make $ 0.8 million of contributions to its Defined Benefit Plan in fiscal 2025 in accordance with required IRS minimums. The following benefit payments are expected to be paid out of the Company's pension assets to the plan participants in the fiscal years indicated: (in thousands) Expected Payments 2025 $ 8,676 2026 8,701 2027 8,682 2028 8,624 2029 8,547 2030 - 2034 40,614 Total expected future benefit payments $ 83,844 Defined Contribution Plan The Company offers a defined contribution 401(k) plan covering substantially all U.S. employees and a defined contribution plan for Canadian employees. During fiscal 2024, fiscal 2023 and fiscal 2022, the Company offered a 50 % match on the first 6 % of the employee’s contributions. However, due to the impacts of supply chain constraints on the Company's operations and cash flows, the Company temporarily paused this match from August 2022 through December 2022. The plans also provide for an additional discretionary match depending on Company performance. Compensation expense related to defined contribution plans totaled $ 2.3 million, $ 1.3 million and $ 1.6 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively. Health Benefits The Company provides and is predominantly self-insured for medical, dental, and accident and sickness benefits. A liability related to this obligation is recorded on the Company’s Consolidated Balance Sheets as accrued expenses. Total expense related to this plan recorded for fiscal 2024, fiscal 2023, and fiscal 2022, was $ 13.7 million, $ 15.3 million, and $ 13.6 million, respectively. Employee Compensation Plans 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, as and when applicable. There was $ 17.4 million in MIP bonus liabilities included in accrued expenses on the Consolidated Balance Sheets at September 28, 2024 and $ 8.3 million at September 30, 2023. 17. Equity Investment in Affiliate(s) Micro Bird Holdings, Inc. On October 14, 2009, Blue Bird and Girardin MiniBus JV Inc. entered into a joint venture, Micro Bird Holdings, Inc. (“Micro Bird”), to combine the complementary expertise of the two separate manufacturers. Blue Bird Micro Bird by Girardin Type A buses are produced in Drummondville, Quebec by Micro Bird. The Company holds a 50 % equity interest in Micro Bird, utilizing the equity method of accounting as the Company does not have control to direct the activities that most significantly impact Micro Bird’s financial performance based on the shared powers of the 86 venture partners. 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 September 28, 2024 and September 30, 2023, the carrying value of the Company's investment in Micro Bird was $ 24.4 million and $ 17.6 million, respectively. During fiscal 2024, Micro Bird paid each venture partner $5.3 million in dividends. No dividends were paid by Micro Bird in fiscal 2023. In recognizing the Company’s 50 % portion of Micro Bird net income or loss, the Company recorded $ 12.1 million, $ 7.0 million, and $( 4.2 ) million in equity in net income (loss) of non-consolidated affiliate(s) for fiscal 2024, fiscal 2023, and fiscal 2022, respectively. Micro Bird's summarized balance sheet information at its September 30 year end is as follows (denominated in U.S. Dollars): Balance Sheet (in thousands) 2024 2023 Current assets $ 100,974 $ 72,232 Non-current assets 25,097 21,220 Total assets $ 126,071 $ 93,452 Current liabilities 86,788 64,230 Non-current liabilities 1,201 2,359 Total liabilities $ 87,989 $ 66,589 Net assets $ 38,082 $ 26,863 Micro Bird's summarized financial results for its three fiscal years ended September 30 are as follows (denominated in U.S. Dollars): Income Statement (in thousands) 2024 2023 2022 Revenues $ 280,943 $ 203,086 $ 128,343 Gross profit 54,599 35,453 2,071 Operating income (loss) 32,075 18,310 ( 10,453 ) Net income (loss) 21,726 13,244 ( 8,924 ) Clean Bus Solutions, LLC 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 (“CBS”). The service will be offered to qualified customers of the Company. Through CBS, 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 CBS, 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 CBS, 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 CBS as its 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. CBS 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. The Company utilizes the equity method of accounting in recording its interest in CBS as it does not have control to direct the activities that most significantly impact CBS' financial performance based on the shared powers of the venture partners. The carrying 87 amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and any dividends received. 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 during a five-year exercise period (“Warrants”). Two-thirds of the Warrants were immediately exercisable while the remaining Warrants became exercisable upon Generate Capital satisfying certain funding conditions during our fiscal 2024. 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. The Company recorded the $7.4 million fair value of the Warrants upon issuance as permanent equity within additional paid-in capital on the Consolidated Balance Sheets and is not required to subsequently record changes in fair value as long as the Warrants continue to be classified within stockholders' equity. Additionally, since the Warrants were provided in exchange for an investment in CBS, 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(s) on the Consolidated Balance Sheets by a corresponding $7.4 million. During fiscal 2024, the Company also made a $0.6 million contribution to CBS, which was recorded to equity investment in affiliate(s). CBS paid no dividends during fiscal 2024. In recognizing the Company’s proportionate percentage of CBS' net income or loss, the Company recorded $(0.3) million in equity in net income (loss) of non-consolidated affiliate(s) for fiscal 2024. At September 28, 2024, the carrying value of the Company's investment in CBS was $7.7 million. 18. Accumulated Other Comprehensive Loss The following table provides information on changes in accumulated other comprehensive loss (“AOCL”) for the periods presented: (in thousands) Defined Benefit Pension Plan Total AOCL Balance, October 2, 2021 $ ( 44,794 ) $ ( 44,794 ) Other comprehensive loss, gross 2,605 2,605 Amounts reclassified and included in earnings 1,163 1,163 Total before taxes 3,768 3,768 Income taxes ( 904 ) ( 904 ) Balance, October 1, 2022 $ ( 41,930 ) $ ( 41,930 ) Other comprehensive income, gross 12,024 12,024 Amounts reclassified and included in earnings 1,195 1,195 Total before taxes 13,219 13,219 Income taxes ( 3,173 ) ( 3,173 ) Balance, September 30, 2023 $ ( 31,884 ) $ ( 31,884 ) Other comprehensive income, gross 6,507 6,507 Amounts reclassified and included in earnings 687 687 Total before taxes 7,194 7,194 Income taxes ( 1,726 ) ( 1,726 ) Balance, September 28, 2024 $ ( 26,416 ) $ ( 26,416 ) 19. 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 ("2023 Selling Stockholders"), pursuant to which the 2023 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 2023 Selling Stockholders, pursuant to which the 2023 Selling Stockholders agreed to sell 2,500,000 shares of common stock, at purchase price of $ 21.00 per share (collectively, the "2023 Offerings"). The 2023 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 88 was initially filed with the SEC on December 23, 2021 (the "December 2021 Prospectus"). The 2023 Offerings closed on June 12, 2023 and September 14, 2023, respectively. 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 ("2024 Selling Stockholder"), pursuant to which the 2024 Selling Stockholder agreed to sell 2,500,000 shares of common stock at a purchase price of $25.10 per share. On February 15, 2024, the Company entered into an underwriting agreement with Barclays Capital Inc., as representative of the several underwriters and the 2024 Selling Stockholder, pursuant to which the 2024 Selling Stockholder agreed to sell 4,042,650 shares of common stock at a purchase price of $32.90 per share (collectively, the “2024 Offerings”). The 2024 Offerings were conducted pursuant to prospectus supplements, dated December 14, 2023 and February 15, 2024, respectively, to the December 2021 Prospectus. The 2024 Offerings closed on December 19, 2023 and February 21, 2024, respectively. Although the Company did not sell any shares or receive any proceeds from the 2024 Offerings or 2023 Offerings, it was required to pay certain expenses in connection with these transactions that totaled approximately $ 3.2 million and $7.4 million during fiscal 2024 and fiscal 2023, respectively. These expenses are included within other (expense) income, net on the Consolidated Statements of Operations. 89 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.