Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Dec. 06, 2019 | Mar. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Blue Bird Corp | ||
Entity Central Index Key | 0001589526 | ||
Current Fiscal Year End Date | --09-28 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 28, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 26,476,405 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 250.4 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Current assets | ||
Cash and cash equivalents | $ 70,959 | $ 60,260 |
Accounts receivable, net | 10,537 | 24,067 |
Inventories | 78,830 | 57,333 |
Other current assets | 11,765 | 8,183 |
Total current assets | 172,091 | 149,843 |
Property, plant and equipment, net | 100,058 | 66,054 |
Goodwill | 18,825 | 18,825 |
Intangible assets, net | 54,720 | 55,472 |
Equity investment in affiliate | 11,106 | 11,123 |
Deferred tax assets | 3,600 | 4,437 |
Finance lease right-of-use assets | 4,638 | |
Other assets | 375 | 1,676 |
Total assets | 365,413 | 307,430 |
Current liabilities | ||
Accounts payable | 102,266 | 95,780 |
Warranty | 9,161 | 9,142 |
Accrued expenses | 28,697 | 21,935 |
Deferred warranty income | 8,632 | 8,159 |
Finance lease obligations | 716 | |
Other current liabilities | 10,310 | 3,941 |
Current portion of long-term debt | 9,900 | 9,900 |
Total current liabilities | 169,682 | 148,857 |
Long-term liabilities | ||
Long-term debt | 173,226 | 132,239 |
Warranty | 13,182 | 13,504 |
Deferred warranty income | 15,413 | 15,032 |
Deferred tax liabilities | 168 | 197 |
Finance lease obligations | 3,921 | |
Other liabilities | 12,108 | 4,924 |
Pension | 45,524 | 21,013 |
Total long-term liabilities | 263,542 | 186,909 |
Guarantees, commitments and contingencies (Note 10) | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 and 93,000 issued with liquidation preference of $0 and $9,300 at September 28, 2019 and September 29, 2018, respectively | 0 | 9,300 |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 26,476,336 and 27,259,262 shares outstanding at September 28, 2019 and September 29, 2018, respectively. | 3 | 3 |
Additional paid-in capital | 84,271 | 70,023 |
Accumulated deficit | (45,649) | (69,235) |
Accumulated other comprehensive loss | (56,154) | (38,427) |
Treasury stock, at cost, 1,782,568 and 0 shares at September 28, 2019 and September 29, 2018, respectively | (50,282) | 0 |
Total stockholders' deficit | (67,811) | (28,336) |
Total liabilities and stockholders' deficit | $ 365,413 | $ 307,430 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 28, 2019 | Sep. 29, 2018 |
Statement of Financial Position [Abstract] | ||
Treasury stock, at cost (in shares) | 1,782,568 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 93,000 |
Preferred Stock, Liquidation Preference, Value | $ 0 | $ 9,300,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Outstanding | 26,476,336 | 27,259,262 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 1,018,874 | $ 1,024,976 | $ 990,602 |
Cost of goods sold | 885,400 | 902,988 | 863,234 |
Gross profit | 133,474 | 121,988 | 127,368 |
Operating expenses | |||
Selling, general and administrative expenses | 89,642 | 86,911 | 67,836 |
Operating profit | 43,832 | 35,077 | 59,532 |
Interest expense | (12,879) | (6,661) | (7,251) |
Interest income | 9 | 70 | 140 |
Other expense, net | (1,331) | (1,613) | (4,929) |
Loss on debt extinguishment | 0 | 0 | (10,142) |
Income before income taxes | 29,631 | 26,873 | 37,350 |
Income tax (expense) benefit | (7,573) | 2,620 | (11,856) |
Equity in net income of non-consolidated affiliate | 2,242 | 1,327 | 3,307 |
Net income | 24,300 | 30,820 | 28,801 |
Less: preferred stock dividends | 0 | 1,896 | 4,261 |
Less: preferred stock repurchase | 0 | 0 | 6,091 |
Net income available to common stockholders | $ 24,300 | $ 28,924 | $ 18,449 |
Earnings per share: | |||
Basic weighted average shares outstanding | 26,455,436 | 25,259,595 | 23,343,772 |
Diluted weighted average shares outstanding | 27,043,814 | 28,616,862 | 24,877,729 |
Basic earnings per share (in dollars per share) | $ 0.92 | $ 1.15 | $ 0.79 |
Diluted earnings per share (in dollars per share) | $ 0.90 | $ 1.08 | $ 0.74 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 24,300 | $ 30,820 | $ 28,801 |
Net change in defined benefit pension plan | (17,727) | 5,448 | 15,003 |
Net unrealized gain on cash flow hedges | 0 | 0 | 13 |
Total other comprehensive (loss) income, net of tax | (17,727) | 5,448 | 15,016 |
Comprehensive income | $ 6,573 | $ 36,268 | $ 43,817 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | |||
Net income | $ 24,300 | $ 30,820 | $ 28,801 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 10,383 | 9,042 | 8,180 |
Non-cash interest expense | 3,822 | 771 | 1,107 |
Share-based compensation | 4,273 | 2,628 | 1,270 |
Equity in net income of affiliate | (2,242) | (1,327) | (3,307) |
Loss (gain) on disposal of fixed assets | 5 | 114 | (33) |
Deferred taxes | 6,632 | 5,655 | (1,202) |
Amortization of deferred actuarial pension losses | 2,758 | 3,521 | 6,291 |
Loss on debt extinguishment | 0 | 0 | (10,142) |
Foreign currency hedges | 109 | (109) | 0 |
Changes in assets and liabilities: | |||
Accounts receivable | 13,530 | (13,920) | 10,167 |
Inventories | (21,497) | 17,786 | (22,349) |
Other assets | (4,651) | 2,755 | (5,469) |
Accounts payable | 6,318 | 3,096 | 8,404 |
Accrued expenses, pension and other liabilities | 9,707 | (14,307) | 1,013 |
Dividend from equity investment in affiliate | 2,259 | 1,828 | 4,626 |
Total adjustments | 31,406 | 17,533 | 18,840 |
Total cash provided by operating activities | 55,706 | 48,353 | 47,641 |
Cash flows from investing activities | |||
Cash paid for fixed assets and acquired intangible assets | (35,514) | (32,118) | (9,252) |
Proceeds from sale of fixed assets | 47 | 14 | 48 |
Total cash used in investing activities | (35,467) | (32,104) | (9,204) |
Cash flows from financing activities | |||
Borrowings under the senior term loan | 50,000 | 0 | 156,887 |
Repayments under the former senior term loan | 0 | 0 | (161,500) |
Repayments under the new term loan | (9,900) | (7,850) | (6,000) |
Principal payments on finance leases | (133) | ||
Cash paid for capital leases | 0 | (158) | (155) |
Cash paid for debt issuance costs | 0 | (2,006) | (299) |
Cash paid to extinguish debt | 0 | 0 | 507 |
Payment of dividends on preferred stock | 0 | (1,896) | (4,261) |
Cash paid for employee taxes on vested restricted shares and stock option exercises | (636) | (2,211) | (1,013) |
Proceeds from exercises of warrants | 1,499 | 22,102 | 23,045 |
Common stock, preferred stock, and warrant repurchases under share repurchase programs | 0 | (26,586) | (34,327) |
Tender offer repurchase of common stock and preferred stock | (50,370) | 0 | 0 |
Total cash used in financing activities | (9,540) | (18,605) | (28,130) |
Change in cash and cash equivalents | 10,699 | (2,356) | 10,307 |
Cash and cash equivalents, beginning of year | 60,260 | 62,616 | |
Cash and cash equivalents, end of year | 70,959 | 60,260 | 62,616 |
Supplemental disclosures of cash flow information | |||
Interest paid, net of interest received | 10,408 | 5,782 | 6,081 |
Income tax paid, net of tax refunds | 4,586 | 3,673 | 8,420 |
Non-cash Investing and Financing Activities: | |||
Changes in accounts payable for capital additions to property, plant and equipment and other current assets for capitalized intangible assets | 8,040 | 6,389 | (1,719) |
Cashless exercise of stock options | 481 | 3,570 | 4,216 |
Cashless exercise of warrants | 416 | 0 | 0 |
Right-of-use assets obtained in exchange for operating lease obligations | 8,040 | ||
Right-of-use assets obtained in exchange for finance lease obligations | 4,770 | ||
Conversion of preferred stock into common stock | $ 9,264 | $ 0 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In-Capital | Convertible Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock [Member] |
Beginning Balance (in shares) at Oct. 01, 2016 | 22,518,058 | 500,000 | 0 | ||||
Beginning Balance at Oct. 01, 2016 | $ (86,974) | $ 2 | $ 50,771 | $ 50,000 | $ (58,891) | $ (128,856) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchase program (in shares) | 864,752 | 100,000 | |||||
Share repurchase program | (34,282) | (24,282) | $ (10,000) | ||||
Preferred stock dividends | (4,261) | (4,261) | |||||
Series A Preferred Stock dividend - Common Stock (in shares) | 0 | ||||||
Share-based compensation expense | 1,158 | 1,158 | |||||
Exercise of stock warrants (in shares) | 2,003,914 | ||||||
Exercise of stock warrants | 23,045 | 23,045 | |||||
Restricted stock activity (in shares) | 0 | ||||||
Restricted stock activity | 0 | 0 | |||||
Exercise of stock options, cashless (in shares) | 82,124 | ||||||
Stock option activity | (1,013) | (1,013) | |||||
Net income | 28,801 | 28,801 | |||||
Other comprehensive income, net of tax | 15,016 | 15,016 | |||||
Ending Balance (in shares) at Sep. 30, 2017 | 23,739,344 | 400,000 | 0 | ||||
Ending Balance at Sep. 30, 2017 | (58,510) | $ 2 | 45,418 | $ 40,000 | (43,875) | (100,055) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchase program (in shares) | 1,183,412 | 0 | |||||
Share repurchase program | (26,586) | (26,586) | $ 0 | ||||
Preferred stock conversion (in shares) | 2,649,962 | 307,000 | |||||
Preferred stock conversion | 0 | 30,700 | $ (30,700) | ||||
Preferred stock dividends | (1,896) | (1,896) | |||||
Series A Preferred Stock dividend - Common Stock (in shares) | 0 | ||||||
Share-based compensation expense | 2,496 | 2,496 | |||||
Exercise of stock warrants (in shares) | 1,921,901 | ||||||
Exercise of stock warrants | 22,103 | $ 1 | 22,102 | ||||
Restricted stock activity (in shares) | 33,963 | ||||||
Restricted stock activity | (370) | (370) | |||||
Exercise of stock options, cashless (in shares) | 97,504 | ||||||
Stock option activity | (1,841) | (1,841) | |||||
Net income | 30,820 | 30,820 | |||||
Other comprehensive income, net of tax | 5,448 | 5,448 | |||||
Ending Balance (in shares) at Sep. 29, 2018 | 27,259,262 | 93,000 | 0 | ||||
Ending Balance at Sep. 29, 2018 | (28,336) | $ 3 | 70,023 | $ 9,300 | (38,427) | (69,235) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchase program (in shares) | 1,782,568 | 364 | 1,782,568 | ||||
Share repurchase program | (50,370) | (52) | $ (36) | $ (50,282) | |||
Preferred stock conversion (in shares) | 799,615 | 92,636 | |||||
Preferred stock conversion | 0 | 9,264 | $ (9,264) | ||||
Share-based compensation expense | 4,173 | 4,173 | |||||
Exercise of stock warrants (in shares) | 144,996 | ||||||
Exercise of stock warrants | 1,499 | $ 0 | 1,499 | ||||
Restricted stock activity (in shares) | 51,195 | ||||||
Restricted stock activity | $ (596) | (596) | |||||
Exercise of stock options, cashless (in shares) | 30,221 | 3,836 | |||||
Stock option activity | $ (40) | (40) | |||||
Net income | 24,300 | 24,300 | |||||
Other comprehensive income, net of tax | (17,727) | (17,727) | |||||
Ending Balance (in shares) at Sep. 28, 2019 | 26,476,336 | 0 | 1,782,568 | ||||
Ending Balance at Sep. 28, 2019 | $ (67,811) | $ 3 | $ 84,271 | $ 0 | $ (56,154) | $ (45,649) | $ (50,282) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Sep. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business On February 24, 2015, Hennessy Capital Acquisition Corp. ("HCAC"), a special purpose acquisition company (SPAC), consummated its business combination (the “Business Combination”), pursuant to which HCAC acquired all of the outstanding capital stock of School Bus Holdings, Inc. (“SBH”) from The Traxis Group B.V. (the “Seller”). SBH operates its business of designing and manufacturing school buses through subsidiaries and under the Blue Bird Corporation (“Blue Bird”) name. In the Business Combination, the total purchase price was paid in a combination of cash ( $100.0 million ) and in shares of HCAC’s Common Stock ( 12,000,000 shares valued at a total of $120.0 million ). In connection with the closing of the Business Combination, we changed our name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation. Blue Bird Body Company, a wholly-owned subsidiary of Blue Bird, 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 Blue Bird’s sales are made to an independent distributor network, which in turn sells buses to ultimate end users. We are headquartered in Macon, Georgia. 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. 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. In fiscal years 2019 , 2018 , and 2017 , there were a total of 52 weeks. The Business Combination was accounted for as a reverse acquisition since immediately following completion of the transaction the sole stockholder of SBH immediately prior to the Business Combination maintained effective control of Blue Bird Corporation, the post-combination company. For accounting purposes, SBH is deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of SBH (i.e., a capital transaction involving the issuance of stock and payment of cash by HCAC for the stock of SBH). Accordingly, the consolidated assets, liabilities and results of operations of SBH are the historical financial statements of Blue Bird Corporation, and HCAC assets, liabilities and results of operations are consolidated with SBH beginning on the acquisition date. No step-up in basis of intangible assets or goodwill was recorded in this transaction. We have effected this treatment through opening stockholders' deficit by adjusting the number of our common shares outstanding. Other than transaction costs paid and a contribution from our majority stockholder for payment of management incentive compensation related to the transaction, the transaction was primarily non-cash and involved exchanges of consideration and equity between our majority stockholder and HCAC and its related entities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 28, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 United States of America (“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 intangibles, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events 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. 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 obligations 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 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 represents costs billed to customers, in net sales on the Consolidated Statements of Operations. The related costs incurred by the Company are included in cost of goods sold on the Consolidated Statements of Operations. See Note 12 , Revenue , for further revenue information. See Note 3 , Supplemental Financial Information , for further information on warranties and shipping and handling costs. 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 facilities 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 senior term loan approximates fair value due to the variable interest rate. 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 as cash flow hedges for 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 (loss), depending on whether the derivative instrument is a fair value or cash flow hedge and whether it qualifies for hedge accounting treatment. If realized, gains and losses on derivative instruments are recognized in the operating results line item that reflects the underlying exposure that was hedged. The exchange of cash, if any, associated with derivative transactions is classified in the same category as the cash flows from the items subject to the economic hedging relationships. 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. 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 as straight-line expense and not record assets or liabilities. For a lease with an initial term greater than 12 months, the Company recognizes 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 right-of-use 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 recognized at commencement date based on the present value of lease payments over the lease term. As the leases recorded 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 excludes 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 are characterized 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. No impairment charge was recognized in any of the periods presented. 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 ASC 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not 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 be 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. Under the 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, under the 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 under 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. 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. Under the 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, 2 , 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 $3.1 million and $4.0 million at September 28, 2019 and September 29, 2018 , 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 $0.9 million , $0.8 million and $1.1 million for the fiscal years ended 2019 , 2018 and 2017 , 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 28, 2019 . 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 (loss) 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, net on our Consolidated Statements of Operations. Product Warranty Costs The Company’s products are generally warranted against defects in material and workmanship for a period of one 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 the fiscal years ended 2019 , 2018 and 2017 , the Company expensed $11.5 million , $8.5 million and $7.4 million , respectively. Income Taxes The Company accounts for income taxes in accordance with 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. 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. 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 the Company’s 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 United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. Statement of Cash Flows We classify distributions received from our equity method investment 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. Recently Adopted Accounting Standards ASU 2017-07 — In March 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715) , Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that an employer report the service cost component (if any) of pension expense in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. We adopted this new standard in the first quarter of fiscal 2019 on a retrospective basis, as required. There is no service cost component to our periodic pension expense. Previously all components of our pension expense were recorded as a component of operating expenses, and the new standard requires these expenses to be outside a subtotal of operating profit. As a result, we have revised previously reported results of operations, as follows: Fiscal Years Ended 2018 2017 (in thousands) As Previously Reported New Standard Adjustment As Restated As Previously Reported New Standard Adjustment As Restated Selling, general and administrative expenses $ 88,755 $ (1,844 ) $ 86,911 $ 72,831 $ (4,995 ) $ 67,836 Operating profit 33,233 1,844 35,077 54,537 4,995 59,532 Other income (expense), net 231 (1,844 ) (1,613 ) 66 (4,995 ) (4,929 ) Net income 30,820 — 30,820 28,801 — 28,801 ASU 2018-15 — In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this standard on a prospective (applies only to eligible costs incurred after adoption) basis in the first quarter of fiscal 2019, and there was not a significant impact on our consolidated financial statements. ASU 2017-12 — In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which intends to simplify the application of hedge accounting guidance and better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both non-financial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. We adopted this amended guidance in the first quarter of fiscal 2019 using the required modified retrospective approach; however, we had no hedging relationships in effect at the adoption date that were impacted by the guidance. We do not expect this amended guidance to have a material impact on the Company's consolidated financial statements. ASU 2016-12 and 2016-10 — In May 2016, the FASB issued ASU No. 2016-12 , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , and in April 2016 issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , both of which provide further clarification to be considered when implementing ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . We adopted this standard in the first quarter of fiscal 2019 using the modified retrospective transition approach, which we applied to all contracts impacted by the new standard at the date of initial application. At adoption, we accounted for specific sales incentives offered to our customers by recording an increase of $0.9 million in accrued liabilities, a $0.7 million adjustment to retained earnings, and a $0.2 million deferred tax asset. Amounts recorded in prior comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Please see Note 12 , Revenue , for additional information regarding the adoption of this new accounting standard. ASU 2018-05 — In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which updates income tax accounting to reflect the SEC's interpretive guidance released on December 22, 2017, when the Tax Cuts and Jobs Act (the "Tax Act") was signed into law. For more information regarding the impact of the Tax Act, see Note 9 , Income Taxes . ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize assets on the balance sheet for the rights and obligations created by all leases with terms greater than 12 months. The standard will also require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. We adopted this standard in the first quarter of fiscal 2019 using the modified retrospective adoption approach with a cumulative-effect adjustment recognized on the balance sheet on the adoption date with prior periods not recast, and electing the practical expedients allowed under the standard. At adoption, we recognized operating lease right-of-use assets totaling $7.3 million and operating lease liabilities totaling $9.2 million . The impact on our results of operations and cash flows was not material. ASU 2016-15 — In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which made targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted this standard in the first quarter of fiscal 2019 and contemporaneous with adoption made a policy election to classify distributions received from our equity method investment using the nature of distribution approach. Adoption of the standard had no current impact on the Company's consolidated financial statements, as this is the manner in which we have recorded previous distributions from our equity method investee. In 2019, we received $2.3 million in dividends. Recently Issued Accounting Standards We believe that no new accounting guidance was issued during the year ended September 28, 2019 that is relevant to our financial statements. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Sep. 28, 2019 | |
Condensed Financial Information [Abstract] | |
Supplemental Financial Information | 3. Supplemental Financial Information Accounts Receivable Accounts receivable, net, consisted of the following at the dates indicated: ( in thousands ) September 28, 2019 September 29, 2018 Accounts receivable $ 10,637 $ 24,167 Allowance for doubtful accounts (100 ) (100 ) Accounts receivable, net $ 10,537 $ 24,067 Product Warranties The following table reflects activity in accrued warranty cost (current and long-term portion combined) for the fiscal years presented: (in thousands) 2019 2018 2017 Balance at beginning of period $ 22,646 $ 20,910 $ 19,444 Add: current period accruals 10,869 11,454 11,075 Less: current period reductions of accrual (11,172 ) (9,718 ) (9,609 ) Balance at end of period $ 22,343 $ 22,646 $ 20,910 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 to five years , for the fiscal years presented: (in thousands) 2019 2018 2017 Balance at beginning of period $ 23,191 $ 19,295 $ 16,187 Add: current period deferred income 9,238 10,854 9,146 Less: current period recognition of income (8,384 ) (6,958 ) (6,038 ) Balance at end of period $ 24,045 $ 23,191 $ 19,295 With the adoption of ASU No. 2016-12 (as described in Note 2, Summary of Significant Accounting Policies and Recently Issued Accounting Standards), 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 $8.6 million in fiscal 2020 , and the remaining balance thereafter. 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, 2019 September 29, 2018 Current portion 2,933 3,332 Long-term portion 1,775 1,901 Total accrued self-insurance $ 4,708 $ 5,233 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 represent costs billed to customers and are presented as part of net sales on the accompanying Consolidated Statements of Operations. Shipping and handling costs incurred are included in cost of goods sold. Shipping and handling revenues recognized were $19.4 million , $20.7 million and $19.1 million for the fiscal years ended 2019 , 2018 and 2017 , respectively. The related cost of goods sold were $17.0 million , $17.8 million and $17.0 million for the fiscal years ended 2019 , 2018 and 2017 , respectively. Derivative Instruments We are charged variable rates of interest on our indebtedness outstanding under the Amended Credit Agreement (defined in Note 8 ) which exposes us to fluctuations in interest rates. 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 establishes a range where we will pay the counterparty if the three-month LIBOR rate falls below the established floor rate of 1.5% , and the counterparty will pay us if the three-month LIBOR rate exceeds the ceiling rate of 3.3% The collar settles quarterly through the termination date of September 30, 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the contracted ceiling or floor rates. Changes in the interest rate collar fair value are recorded in interest expense as the collar does not qualify for hedge accounting. At September 28, 2019 , the fair value of the interest rate collar contract was $(1.2) million and is included in "other current liabilities" on the Consolidated Balance Sheets. The fair value of the interest rate collar is a Level 2 fair value measurement, based on quoted prices of similar items in active markets. |
Inventories
Inventories | 12 Months Ended |
Sep. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories The following table presents components of inventories at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Raw materials $ 60,033 $ 42,439 Work in process 16,663 13,141 Finished goods 2,134 1,753 Total inventories $ 78,830 $ 57,333 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment, net, consisted of the following at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Land $ 2,164 $ 2,159 Buildings 45,550 22,514 Machinery and equipment 97,460 68,761 Office furniture, equipment and other 2,182 2,059 Computer equipment and software 16,638 17,250 Construction in process 8,421 28,004 Property, plant and equipment, gross 172,415 140,747 Accumulated depreciation and amortization (79,229 ) (74,693 ) Operating lease right-of-use assets (1) 6,872 — Property, plant and equipment, net $ 100,058 $ 66,054 (1) Further information is included in Note 10 , Guarantees, Commitments and Contingencies . Depreciation and amortization expense for property, plant and equipment was $7.3 million , $7.0 million , and $6.2 million for the fiscal years ended 2019 , 2018 , and 2017 , respectively. We capitalized $1.4 million of interest expense in the fiscal year ended 2019 related to the construction of plant manufacturing assets. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 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, 2019 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 September 29, 2018 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 In the fourth quarters of the fiscal years ended 2019 and 2018 , we performed our annual impairment assessment of goodwill which did not indicate that an impairment existed; therefore, no impairments of goodwill have been recorded. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 28, 2019 September 29, 2018 (in thousands) Gross Accumulated Total Gross Accumulated Total Finite lived: Engineering designs $ 3,156 $ 1,337 $ 1,819 $ 982 $ 280 $ 702 Finite lived: Customer relationships 37,425 24,340 13,085 37,425 22,471 14,954 Total amortized intangible assets 40,581 25,677 14,904 38,407 22,751 15,656 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 80,397 $ 25,677 $ 54,720 $ 78,223 $ 22,751 $ 55,472 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 the fiscal years ended 2019 and 2018 , we performed our annual impairment assessment of our trade name, which did not indicate that an impairment existed; therefore, no impairments of our indefinite lived intangibles have 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 2 or 7 years. Total amortization expense for intangible assets was $2.9 million , $2.0 million , and $2.0 million for the fiscal years ended 2019 , 2018 , and 2017 , respectively. Amortization expense for finite lived intangible assets for the next five years is expected to be as follows: (in thousands) Fiscal Years Ending Amortization Expense 2020 $ 3,178 2021 2,099 2022 2,010 2023 2,010 2024 1,869 Thereafter 3,738 Total amortization expense $ 14,904 |
Debt
Debt | 12 Months Ended |
Sep. 28, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Original Credit Agreement On December 12, 2016, Blue Bird Body Company, a wholly-owned subsidiary of the Company, executed a $235.0 million five -year credit agreement with Bank of Montreal, which acts 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 (the "Credit Agreement"). The credit facility provided for under the Credit Agreement consisted of a term loan facility in an aggregate initial principal amount of $160.0 million (the “Term Loan Facility”) and a revolving credit facility with aggregate commitments of $75.0 million . The revolving credit facility includes a $15.0 million letter of credit sub-facility and a $5.0 million swing-line sub-facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, each a “Credit Facility” and collectively, the “Credit Facilities”). The obligations under the Credit Agreement and the related loan documents (including without limitation, the borrowings under the Credit Facilities and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), are, 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. As a result of the Credit Agreement, we incurred $3.3 million of debt discount and issuance costs, which have been recorded as contra-debt and will be amortized over the life of the Credit Agreement using the effective interest method. Proceeds from the Term Loan Facility were used to fully extinguish our previous credit agreement with Societe Generale. In connection with the extinguishment, we recorded a $10.1 million loss, which was the difference in the reacquisition price of the extinguished debt and the net carrying value at extinguishment. The loss includes the write-off of unamortized deferred financing costs recorded as a reduction of the prior debt, unamortized issuance costs associated with the previous revolving credit facility recorded in other assets, as well as interest and legal fees incurred to extinguish the prior debt. Amended Credit Agreement On September 13, 2018, the Company entered into a first amendment of the December 12, 2016 credit agreement ("Amended Credit Agreement"). The Amended Credit Agreement provided for additional funding of $50.0 million and was funded in the first quarter of fiscal 2019. Substantially all of the proceeds were used to complete a tender offer to purchase shares of our common and preferred stock. The Amended 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 (as disclosed at the end of this footnote). In connection with the first Amended Credit Agreement, we incurred $2.0 million of debt discount and issuance costs, which were recorded as contra-debt and will be amortized over the life of the Amended Credit Agreement using the effective interest method. The interest rate on the Term Loan Facility is (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 of the Company, an election of either base rate or LIBOR pursuant to the table below: Level Total Net Leverage Ratio ABR Loans Eurodollar 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% Additional Disclosures Debt consisted of the following at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 2023 term loan, net of deferred financing costs of $3,124 and $4,011, respectively $ 183,126 $ 142,139 Less: Current portion of long-term debt 9,900 9,900 Long-term debt, net of current portion $ 173,226 $ 132,239 Term loans 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, 2019 and September 29, 2018 , $186.3 million and $146.2 million , respectively, were outstanding on the term loans (net of deferred financing costs). At September 28, 2019 and September 29, 2018 , the stated interest rates on the term loans were 4.4% and 4.5% , respectively. At September 28, 2019 and September 29, 2018 , the weighted-average annual effective interest rates for the term loans were 5.0% and 4.1% , respectively, which included amortization of the deferred financing costs. No borrowings were outstanding on the Revolving Credit Facility at September 28, 2019 ; however, there were $6.9 million of Letters of Credit outstanding on September 28, 2019 , providing the Company the ability to borrow $93.1 million on the revolving line of credit. Interest expense on all indebtedness for the fiscal years ended 2019 , 2018 and 2017 was $12.9 million , $6.7 million , and $7.3 million , respectively. The schedule of remaining principal maturities for total debt for the next five fiscal years is as follows: (in thousands) Year Principal Payments 2020 $ 9,900 2021 9,900 2022 14,850 2023 151,600 Total remaining principal payments $ 186,250 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The components of income tax expense were as follows for the fiscal years presented: (in thousands) 2019 2018 2017 Current tax provision: Federal $ 156 $ 8,925 $ (11,705 ) State (985 ) (559 ) (1,353 ) Foreign (112 ) (91 ) — Total current tax (provision) benefit $ (941 ) $ 8,275 $ (13,058 ) Deferred tax provision: Federal $ (5,844 ) $ (6,816 ) $ 767 State (788 ) 1,161 435 Total deferred tax (provision) benefit (6,632 ) (5,655 ) 1,202 Income tax (expense) benefit $ (7,573 ) $ 2,620 $ (11,856 ) At September 28, 2019 , the Company had $0.3 million in federal tax credit carryforwards. The effective tax rates for the fiscal years ended 2019 , 2018 and 2017 were 25.6% , (9.7)% and 31.7% , respectively. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“Tax Act”), which significantly changed U.S. tax law. The Tax Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income. While the statutory rate was 21% in 2019, the Company applied a transitional or blended U.S. statutory federal income tax rate of 24.5% for 2018. The impact of the Tax Act increased our provision for income taxes by $2.1 million in 2018. This increase was composed of $2.0 million related to the re-measurement of net deferred tax assets and liabilities and $0.1 million associated with the deemed repatriation tax. In 2018, we finalized our tax reform estimates under Staff Accounting Bulletin118. The effective tax rate for the fiscal year ended 2019 differed from the statutory federal income tax rate of 21.0% , mainly due to the unfavorable impact of valuation allowances, share-based and other compensation limitations, and state taxes, which includes the application of tax credits claimed as offsets against our payroll tax liabilities. The valuation allowance increased mainly due to the accrual of income tax credits that are greater than our ability to utilize before expiration. These items were partially offset by benefits from federal and state tax credits. The effective tax rate for the fiscal year ended 2018 significantly differed from the statutory federal income tax rate of 24.5% , mainly due to one-time events like the decrease in our uncertain tax positions and a re-measurement of our deferred tax assets and liabilities as a result of the Tax Act. The rate was also favorably impacted by normal tax rate benefit items, such as the domestic production activities deduction, federal and state tax credits, and share based award related deductions in excess of recorded book expense. The effective tax rate for the fiscal year ended 2017 differed from the statutory federal income tax rate of 35% , reflecting the benefits of income tax credits, the domestic production activities deduction, and recording a tax windfall from share-based compensation awards exercised, which were offset by the application of tax credits claimed as offsets against our payroll tax liabilities, and interest and penalties on uncertain tax positions. A reconciliation between the reported income tax expense for continuing operations and the amount computed by applying the statutory federal income tax rate is as follows: (in thousands) 2019 2018 2017 Federal tax expense at statutory rate $ (6,223 ) $ (6,584 ) $ (13,073 ) (Increase) reduction in income taxes resulting from: State taxes, net (611 ) 1,501 (307 ) Change in uncertain tax positions — 7,606 (651 ) Share-based compensation (320 ) 735 210 Permanent items (59 ) 366 701 Valuation allowance (1,043 ) (783 ) (90 ) Tax credits 470 470 530 Return to accrual true-ups 115 1,699 646 Investor tax on non-consolidated affiliate income 14 1,734 271 Tax rate adjustments (32 ) (3,756 ) (144 ) Other 116 (368 ) 51 Income tax (expense) benefit $ (7,573 ) $ 2,620 $ (11,856 ) The Company’s liability arising from uncertain tax positions was recorded in other non-current liabilities on the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2019 2018 2017 Balance, beginning of year $ — $ 6,389 $ 6,389 Lapses of applicable statute of limitations — (6,389 ) — Balance, end of year $ — $ — $ 6,389 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, 2019 and September 29, 2018 . The Company is subject to taxation mostly in the United States and various state jurisdictions. At September 28, 2019 , tax years prior to 2015 are generally no longer subject to examination by federal and most state tax authorities. The following table sets forth the sources of and differences between the financial accounting and tax bases of the Company’s assets and liabilities which give rise to the net deferred tax assets at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Deferred tax liabilities Property, plant and equipment $ (12,944 ) $ (4,012 ) Other intangible assets (12,054 ) (11,584 ) Investor tax on non-consolidated affiliate income (495 ) (496 ) Other assets (93 ) (534 ) Total deferred tax liabilities $ (25,586 ) $ (16,626 ) Deferred tax assets NOL carryforward $ 601 $ 577 Accrued expenses 7,923 6,280 Compensation 12,415 6,540 Inventories 1,023 1,194 Unearned income 3,669 3,069 Tax credits 5,863 4,638 Total deferred tax assets $ 31,494 $ 22,298 Less: valuation allowance (2,476 ) (1,432 ) Deferred tax assets less valuation allowance $ 29,018 $ 20,866 Net deferred tax assets $ 3,432 $ 4,240 |
Guarantees, Commitments and Con
Guarantees, Commitments and Contingencies | 12 Months Ended |
Sep. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantees, Commitments and Contingencies | 10. Guarantees, Commitments and Contingencies Litigation At September 28, 2019 , 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 proceedings and therefore management believes that the resolution of environmental matters will not have a material adverse effect on the Company’s financial statements. Our environmental liability using a discount rate of 10.5% , included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $0.4 million and $0.4 million at September 28, 2019 and September 29, 2018 , respectively. The estimated aggregate undiscounted amount that will be incurred over the next eight years is $0.8 million . The estimated payments for each of the next five years are $0.1 million per year and the aggregate amount thereafter is $0.3 million . Future expenditures may exceed the amounts accrued and estimated. Guarantees In the ordinary course of business, we may provide guarantees for certain transactions entered into by our dealers. At September 28, 2019 , we had $7.0 million in aggregate guarantees outstanding which relate to guarantees of indebtedness on term loans and credit line increases. The guarantees have remaining maturities of up to 3.3 years . The $7.0 million represents the maximum amount we would be required to pay upon default of all guaranteed indebtedness, and we believe the likelihood of required performance to be remote. At September 28, 2019 , $0.5 million was included in other current liabilities on our Consolidated Balance Sheets for the estimated fair value of the guarantees. Lease Commitments We have operating and finance leases for office space, warehouse space, or a combination of both. Our leases have remaining lease terms ranging from 4 months to 8.2 years with the option to extend leases for up to 5.0 years . The components of lease costs included on the Consolidated Statements of Operations are as follows: (in thousands) Fiscal Year Ended Lease cost Classification 2019 Operating leases Selling, general and administrative expenses 1,898 Finance leases Amortization of lease assets Cost of goods sold 133 Interest on lease liabilities Interest expense 17 Short-term leases (1) Cost of goods sold or Selling, general and administrative expenses 1,356 Total lease cost 3,404 (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. Total rent expense was $2.0 million and $1.3 million for the fiscal years ended 2018 and 2017 , respectively. The following table summarizes the lease amounts included on the Consolidated Balance Sheets as follows: (in thousands) Balance Sheet Location September 28, 2019 Assets Operating Property, plant and equipment 6,872 Finance (1) Finance lease right-of-use 4,638 Total lease assets 11,510 Liabilities Current Operating Other current liabilities 1,187 Finance Finance lease obligations 716 Long-term Operating Other liabilities 7,658 Finance Finance lease obligations 3,921 Total lease liabilities 13,482 (1) Net of accumulated amortization of $0.1 million The operating leases recorded do not assume renewal based on our analysis of those leases and their contractual terms. The finance lease recorded does assume renewal based on our expectations with regard to the lease and the contractual terms. Lease liability maturities are presented in the following table: (in thousands) September 28, 2019 Fiscal Years Ended Operating Finance Total 2020 $ 1,562 $ 899 $ 2,461 2021 1,388 899 2,287 2022 1,404 899 2,303 2023 1,427 898 2,325 2024 1,444 898 2,342 Thereafter 3,165 748 3,913 Total future minimum lease payments 10,390 5,241 15,631 Less: imputed interest 1,545 604 2,149 Total lease liabilities $ 8,845 $ 4,637 $ 13,482 Lease terms and discount rates are presented in the following table: September 28, 2019 Operating Finance Weighted average remaining lease term 7.1 years 5.8 years Weighted average discount rate 4.5 % 4.2 % Supplemental cash flow information is presented in the following table: Fiscal Year Ended (in thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows - operating leases 1,758 Operating cash flows - finance leases 17 Financing cash flows - finance leases 133 Right-of-use assets exchanged for lease liabilities Operating leases 8,040 Finance leases 4,770 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 for the next five fiscal years is expected to be as follows: (in thousands) Years Ended Amount 2020 $ 97,887 Total purchase commitments $ 97,887 |
Segment Information
Segment Information | 12 Months Ended |
Sep. 28, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information We manage our business in two operating segments: (i) the Bus segment, which includes the manufacturing and assembly of buses to be sold to a variety of customers across the United States, Canada and in 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. The tables below present segment net sales and gross profit for the periods presented: Net sales (in thousands) 2019 2018 2017 Bus (1) $ 952,242 $ 962,769 $ 930,738 Parts (1) 66,632 62,207 59,864 Segment net sales $ 1,018,874 $ 1,024,976 $ 990,602 (1) Parts segment revenue includes $3.5 million , $2.4 million , and $2.5 million for the fiscal years ended 2019 , 2018 and 2017 , respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation. Gross profit (in thousands) 2019 2018 2017 Bus $ 110,015 $ 100,002 $ 106,462 Parts 23,459 21,986 20,906 Segment gross profit $ 133,474 $ 121,988 $ 127,368 The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the fiscal years presented: (in thousands) 2019 2018 2017 Segment gross profit $ 133,474 $ 121,988 $ 127,368 Adjustments: Selling, general and administrative expenses (89,642 ) (86,911 ) (67,836 ) Interest expense (12,879 ) (6,661 ) (7,251 ) Interest income 9 70 140 Other expense, net (1,331 ) (1,613 ) (4,929 ) Loss on debt extinguishment — — (10,142 ) Income before income taxes $ 29,631 $ 26,873 $ 37,350 Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented: (in thousands) 2019 2018 2017 United States $ 929,523 $ 911,558 878,631 Canada 80,056 106,762 104,016 Rest of world 9,295 6,656 7,955 Total net sales $ 1,018,874 $ 1,024,976 990,602 |
Revenue
Revenue | 12 Months Ended |
Sep. 28, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | 12. Revenue As noted in Note 2 , Summary of Significant Accounting Policies and Recently Issued Accounting Standards , the Company adopted the new revenue recognition guidance (ASC 606) effective September 30, 2018 using the modified retrospective approach. As a result, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings at September 30, 2018. Adopting the new standard primarily impacted the timing of recognition of specific sales incentives offered to our customers. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The difference in revenue recognized under the new guidance versus the previous guidance was an increase of $0.1 million for the fiscal year ended 2019. Under the new guidance, at adoption, we recorded $0.9 million in accrued liabilities, a deferred tax asset of $0.2 million , and a $0.7 million retained earnings adjustment. Under previous guidance, we would not have recorded any accrued liabilities or deferred tax assets resulting in no retained earnings impact on our Condensed Consolidated Balance Sheets. The following table disaggregates revenue by product category for the periods presented: Fiscal Years Ended (in thousands) 2019 2018 2017 Diesel buses $ 476,909 $ 588,863 $ 599,367 Alternative fuel buses (1) 426,508 344,021 300,700 Other (2) 50,906 31,900 32,595 Parts 64,551 60,192 57,940 Net sales $ 1,018,874 $ 1,024,976 $ 990,602 (1) Includes buses sold with any fuel source other than diesel (e.g. gasoline, propane, CNG, electric). (2) Includes shipping and handling revenue, extended warranty income, surcharges, chassis and bus shell sales. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Sep. 28, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | 13. Stockholders’ Deficit Repurchase of Convertible Preferred Stock On November 13, 2018, the Company converted all remaining outstanding shares of its Series A Convertible Cumulative Preferred Stock, and issued 799,615 shares of Common Stock. There were no dividends paid with the conversion. On September 23, 2017, the Company entered into a Securities Purchase Agreement with one holder of preferred stock, pursuant to which the preferred stock holder agreed to sell and the Company agreed to purchase all of (i) the shares of common stock, par value $0.0001 (the “Common Stock”) of the Company, (ii) the shares of the Preferred Stock, and (iii) the warrants to acquire Common Stock, in each case, owned by the preferred stock holder (the “Transaction Securities”). The Company purchased the Transaction Securities for an aggregate purchase price of $32.1 million , reflecting a price per share of Common Stock of $18.65 . Tender Offer On October 15, 2018, the Company received $50.0 million in funding from the Amended Credit Agreement (refer to Note 8 , Debt , for more information). In conjunction with the debt funding, we conducted a tender offer and accepted for purchase: (i) 1,782,568 shares of our Common Stock at a price of $28.00 per share, which we held as Treasury Stock; and (ii) 364 shares of our Series A Convertible Cumulative Preferred Stock at a price of $241.69 per share, The total aggregate cost was approximately $50.3 million , which includes fees and expenses related to the tender offer. Warrants At September 28, 2019 , there were a total of 748,316 warrants outstanding to purchase 374,158 shares of our Common Stock. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 28, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 14. Earnings Per Share The following table presents the basic and diluted earnings per share computation for the fiscal years presented: (in thousands except share data) 2019 2018 2017 Numerator: Net income $ 24,300 $ 30,820 $ 28,801 Less: preferred stock dividends — 1,896 4,261 Less: preferred stock repurchase — — 6,091 Net income available to common stockholders $ 24,300 $ 28,924 $ 18,449 Basic earnings per share (1): Weighted average common shares outstanding 26,455,436 25,259,595 23,343,772 Basic earnings per share $ 0.92 $ 1.15 $ 0.79 Diluted earnings per share (2): Weighted average common shares outstanding 26,455,436 25,259,595 23,343,772 Weighted average dilutive securities, convertible preferred stock 98,984 2,294,205 — Weighted average dilutive securities, restricted stock 180,032 50,891 19,073 Weighted average dilutive securities, warrants 179,105 737,183 1,280,265 Weighted average dilutive securities, stock options 130,257 274,988 234,619 Weighted average shares and dilutive potential common shares 27,043,814 28,616,862 24,877,729 Diluted earnings per share $ 0.90 $ 1.08 $ 0.74 (1) Basic earnings per share is calculated by dividing income available to common stockholders by the weighted average common shares outstanding during the period. (2) Diluted earnings per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding during the period, determined by using the treasury-stock method, and adjusting for the dilutive effect of our convertible preferred stock, determined by using the if-converted method. For the fiscal year ended 2017, 4,302,212 shares of potentially dilutive convertible preferred stock were excluded from the calculation since the if-converted impact would be anti-dilutive and, as a result, the numerator used in the calculation included the impact on income of preferred stock dividends and the excess of fair value over carrying value for preferred stock repurchase. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Sep. 28, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 15. Share-Based Compensation In fiscal 2015, we adopted the Omnibus Equity Incentive Plan (the "Plan"). The Plan is administered by the Compensation Committee of our Board of Directors. Under the Plan, the Committee may grant awards for the issuance up to an aggregate of 3,700,000 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. In fiscal years prior to 2015, we had not granted any stock options or other stock-settled awards. No portion of the options shall 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. Stock-based payments to employees, including grants of stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs"), 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. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility because we do not have a sufficient trading history as a stand-alone public company. Because we do not have sufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption is based on the simplified method under 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 common shares. Restricted stock units and restricted stock awards are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of our common stock on the grant date. We expense any award with graded-vesting features using a straight-line attribution method. Restricted Stock Awards The following table summarizes the Company's RSA and RSU award activity for the fiscal year presented: 2019 Restricted Stock Activity Number of Shares Weighted-Average Grant Date Fair Value Balance, beginning of year 118,074 $ 18.59 Granted 187,188 17.00 Vested (85,337 ) 18.21 Forfeited (35,828 ) 17.83 Balance, end of year 184,097 17.30 The weighted-average grant date fair value of restricted stock awards granted in the fiscal years ended 2018 and 2017 was $18.59 and $15.82 , respectively. Compensation expense for restricted stock awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $2.6 million , $1.6 million , and $0.8 million for the fiscal years ended 2019 , 2018 , and 2017 , respectively, with associated tax benefits of $0.7 million , $0.4 million , and $0.3 million , respectively. At September 28, 2019 , unrecognized compensation cost related to restricted stock awards totaled $0.6 million and is expected to be recognized over a weighted-average period of three months . Stock Option Awards The following table summarizes the Company's stock option activity for the fiscal year presented: 2019 Number of Options Weighted Average Exercise Price per Share ($) Outstanding options, beginning of year 498,427 $ 13.38 Granted 326,249 16.92 Exercised (1) (30,221 ) 16.10 Forfeited (74,472 ) 16.81 Outstanding options, end of year (2) 719,983 $ 14.45 Fully vested and exercisable options, end of year (3) 412,585 $ 12.77 (1) Stock options exercised during the fiscal year had an aggregate intrinsic value totaling $0.1 million . (2) Stock options outstanding at the end of the fiscal year had an aggregate intrinsic value totaling $3.3 million . (3) Fully vested and exercisable options at fiscal year-end had an aggregate intrinsic value totaling $2.6 million with a weighted average contractual term of 6.5 years . The total aggregate intrinsic value of stock options exercised during the fiscal years ended 2018 and 2017 were $4.2 million and $2.3 million , respectively. Compensation expense for stock option awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $1.5 million , $0.9 million , and $0.4 million for the fiscal years ended 2019 , 2018 , and 2017 , respectively, with associated tax benefits of $0.4 million , $0.2 million , and $0.1 million , respectively. At September 28, 2019 , unrecognized compensation cost related to stock option awards totaled $0.4 million and is expected to be recognized over a weighted-average period of three months . 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: 2019 2018 2017 Expected volatility 31.0 % 29.2 % 33.7 % Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 2.75 % 2.16 % 1.90 % Expected term (in years) 4.5 - 5.5 5.0 - 5.5 5.5 Weighted-average grant-date fair value $ 5.58 $ 6.15 $ 5.35 |
Benefit Plans
Benefit Plans | 12 Months Ended |
Sep. 28, 2019 | |
Retirement Benefits [Abstract] | |
Benefit Plans | 16. Benefit Plans Defined Benefit Pension Plans The Company has a defined benefit pension plan (the “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 contributed $0.0 million and $5.9 million to the Defined Benefit Plan during the fiscal years ended September 28, 2019 and September 29, 2018 , respectively. For the fiscal years ended September 28, 2019 and September 29, 2018 , benefits paid were $7.3 million and $7.1 million , respectively. The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $163.6 million and $144.5 million at September 28, 2019 and September 29, 2018 , respectively. The reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated is presented in the following table: Benefit Obligation (in thousands) 2019 2018 Projected benefit obligation balance, beginning of year $ 144,484 $ 144,737 Interest cost 6,047 5,428 Assumption changes (1) 21,805 770 Actuarial (gain) loss (1,423 ) 686 Benefits paid (7,341 ) (7,137 ) Projected benefit obligations balance, end of year $ 163,572 $ 144,484 (1) The assumption changes referenced in the table above result from (i) changes in the utilized discount rate to value Blue Bird’s 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) 2019 2018 Fair value of plan assets, beginning of year $ 123,471 $ 112,311 Actual return on plan assets 1,918 12,348 Employer contribution — 5,949 Expenses — — Benefits paid (7,341 ) (7,137 ) Fair value of plan assets, end of year $ 118,048 $ 123,471 Funded Status: The following table reconciles the benefit obligations, plan assets, funded status and net liability information of the Defined Benefit Plan at the dates indicated. The net pension liability is reflected in long-term liabilities on the Consolidated Balance Sheets. Funded Status (in thousands) September 28, 2019 September 29, 2018 Benefit obligation $ 163,572 $ 144,484 Fair value of plan assets 118,048 123,471 Funded status (45,524 ) (21,013 ) Net pension liability recognized $ (45,524 ) $ (21,013 ) 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 is 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 ASC 820, Fair Value Measurements (“ASC 820”). During the fiscal years ended 2019 and 2018 , there were no transfers between levels. There are no sources of significant concentration risk in the invested assets at September 28, 2019 , the measurement date. 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, 2019 Assets: Equity securities $ — $ 79,627 $ — $ 79,627 Debt securities — 38,421 — 38,421 Total assets at fair value $ — $ 118,048 $ — $ 118,048 September 29, 2018 Assets: Equity securities $ — $ 86,410 $ — $ 86,410 Debt securities — 37,061 — 37,061 Total assets at fair value $ — $ 123,471 $ — $ 123,471 The following table represents net periodic benefit cost and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented: (in thousands) 2019 2018 2017 Interest cost $ 6,047 $ 5,428 $ 5,063 Expected return on plan assets (7,619 ) (7,105 ) (6,359 ) Amortization of net loss 2,758 3,521 6,291 Net periodic benefit cost (1) $ 1,186 $ 1,844 $ 4,995 Net loss (gain) $ 26,083 $ (3,787 ) $ (17,232 ) Amortization of net loss (2,758 ) (3,521 ) (6,291 ) Total loss (gain) recognized in other comprehensive income $ 23,325 $ (7,308 ) $ (23,523 ) Total loss (gain) recognized in net periodic pension benefit cost and other comprehensive income $ 24,511 $ (5,464 ) $ (18,528 ) (1) As disclosed in Note 2 , we reclassified previously reported pension expense amounts of $1.8 million and $5.0 million from selling, general and administrative expenses to other expense, net for the fiscal years ended 2018 and 2017 , respectively. 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 $1.7 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, 2019 September 29, 2018 Discount rate 3.10 % 4.30 % Rate of compensation increase N/A N/A Weighted-average assumptions used to determine net periodic benefit cost: September 28, 2019 September 29, 2018 Discount rate 4.30 % 3.85 % 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, the measurement date, are as follows: September 28, 2019 September 29, 2018 Equity securities 67 % 70 % Debt securities 33 % 30 % Total securities 100 % 100 % There was no Company common stock included in equity securities. Assets of the Defined Benefit Plan are invested primarily in common stock funds. 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 contribute $3.7 million to its Defined Benefit Plan in fiscal year 2020 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 2020 $ 7,958 2021 8,057 2022 8,251 2023 8,508 2024 8,758 2025 - 2029 45,678 Total expected future benefit payments $ 87,210 Defined Contribution Plans The Company offers a defined contribution 401(k) plan covering substantially all U.S. employees and a defined contribution plan for Canadian employees. During the fiscal years ended 2019 , 2018 and 2017 , the Company offered a 50% match on the first 6% of the employee’s contributions. The plans also provide for an additional discretionary match depending on Company performance. Compensation expense related to defined contribution plans totaled $2.2 million , $1.9 million and $1.9 million for the fiscal years ended 2019 , 2018 , and 2017 , 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 the fiscal years ended 2019 , 2018 , and 2017 , was $12.1 million , $14.3 million , and $13.6 million , respectively. Employee Compensation Plans The Management Incentive Plan (the “MIP”) compensates certain key salaried management employees and is derived from "EBITDA" (earnings before interest, taxes, depreciation, and amortization) and "free cash flow" metrics. MIP bonus liabilities of $4.8 million and $2.4 million are included in accrued expenses on the Consolidated Balance Sheets at September 28, 2019 and September 29, 2018 , respectively. |
Equity Investment in Affiliate
Equity Investment in Affiliate | 12 Months Ended |
Sep. 28, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investment in Affiliate | 17. Equity Investment in Affiliate 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 Holdings, Inc. ("Micro Bird"), and accounts for Micro Bird under 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 venture partners. The carrying amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and reduced by any dividends received. At September 28, 2019 and September 29, 2018 , the Company had an investment of $11.1 million and $11.1 million , respectively. During fiscal years ended 2019 , 2018 , and 2017 , Micro Bird paid dividends to all common stockholders, and the Company received $2.3 million , $1.8 million , and $4.6 million , respectively, gross of any required withholding taxes. The dividends reduced the carrying value of our investment and are presented as cash inflows in the operating section of our Consolidated Statements of Cash Flows. In recognizing the Company’s 50% portion of Micro Bird net income, the Company recorded $2.2 million , $1.3 million , and $3.3 million in equity in net income of non-consolidated affiliate for the fiscal years ended 2019 , 2018 , and 2017 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Sep. 28, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | 18. Accumulated Other Comprehensive Income The following table provides information on changes in accumulated other comprehensive income (“AOCI”) for the periods presented: (in thousands) Defined Benefit Pension Plan Cash Flow Hedges (Effective Portion) Total AOCI Balance, October 1, 2016 $ (58,878 ) $ (13 ) $ (58,891 ) Other comprehensive income, gross 17,232 344 17,576 Amounts reclassified from other comprehensive income and included in earnings 6,291 (324 ) 5,967 Total other comprehensive income, before taxes 23,523 20 23,543 Income tax expense (8,520 ) (7 ) (8,527 ) Balance, September 30, 2017 $ (43,875 ) $ — $ (43,875 ) Other comprehensive income, gross 3,787 — 3,787 Amounts reclassified from other comprehensive income and included in earnings 3,521 — 3,521 Total other comprehensive income, before taxes 7,308 — 7,308 Income tax expense (1,860 ) — (1,860 ) Balance, September 29, 2018 $ (38,427 ) $ — $ (38,427 ) Other comprehensive income, gross (26,083 ) — (26,083 ) Amounts reclassified from other comprehensive income and included in earnings 2,758 — 2,758 Total other comprehensive income, before taxes (23,325 ) — (23,325 ) Income tax expense 5,598 — 5,598 Balance, September 28, 2019 $ (56,154 ) $ — $ (56,154 ) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 28, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS (in thousands) Allowance for Doubtful Accounts Fiscal Year Ended Beginning Balance Charges to Expense/(Income) Doubtful Accounts Written Off, Net Ending Balance September 30, 2017 $ 100 $ — $ — $ 100 September 29, 2018 100 — — 100 September 28, 2019 100 — — 100 (in thousands) Deferred Tax Valuation Allowance Fiscal Year Ended Beginning Balance Charges to Expense/(Income) Charges utilized/Write offs Ending Balance September 30, 2017 $ 558 $ 92 $ — $ 650 September 29, 2018 650 847 (65 ) 1,432 September 28, 2019 1,432 1,203 (159 ) 2,476 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 28, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. In fiscal years 2019 , 2018 , and 2017 , there were a total of 52 weeks. The Business Combination was accounted for as a reverse acquisition since immediately following completion of the transaction the sole stockholder of SBH immediately prior to the Business Combination maintained effective control of Blue Bird Corporation, the post-combination company. For accounting purposes, SBH is deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of SBH (i.e., a capital transaction involving the issuance of stock and payment of cash by HCAC for the stock of SBH). Accordingly, the consolidated assets, liabilities and results of operations of SBH are the historical financial statements of Blue Bird Corporation, and HCAC assets, liabilities and results of operations are consolidated with SBH beginning on the acquisition date. No step-up in basis of intangible assets or goodwill was recorded in this transaction. We have effected this treatment through opening stockholders' deficit by adjusting the number of our common shares outstanding. Other than transaction costs paid and a contribution from our majority stockholder for payment of management incentive compensation related to the transaction, the transaction was primarily non-cash and involved exchanges of consideration and equity between our majority stockholder and HCAC and its related entities. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“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 intangibles, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events 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 | 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. |
Allowance for Doubtful Accounts | 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 | 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 obligations 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 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 represents costs billed to customers, in net sales on the Consolidated Statements of Operations. The related costs incurred by the Company are included in cost of goods sold on the Consolidated Statements of Operations. |
Self-Insurance | 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. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, accounts payable, revolving credit facilities 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 senior term loan approximates fair value due to the variable interest rate. |
Derivative Instruments | Derivative Instruments In limited circumstances, we may utilize derivative instruments to manage certain exposures to changes in foreign currency exchange rates or as cash flow hedges for 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 (loss), depending on whether the derivative instrument is a fair value or cash flow hedge and whether it qualifies for hedge accounting treatment. If realized, gains and losses on derivative instruments are recognized in the operating results line item that reflects the underlying exposure that was hedged. The exchange of cash, if any, associated with derivative transactions is classified in the same category as the cash flows from the items subject to the economic hedging relationships. |
Inventories | 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. |
Property, Plant and Equipment | 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 | 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 as straight-line expense and not record assets or liabilities. For a lease with an initial term greater than 12 months, the Company recognizes 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 right-of-use 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 recognized at commencement date based on the present value of lease payments over the lease term. As the leases recorded 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 excludes 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 are characterized on the Consolidated Statements of Operations based on the underlying use of the assets. |
Impairment of Long-Lived 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. No impairment charge was recognized in any of the periods presented. |
Goodwill and Intangible Assets | 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 ASC 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not 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 be 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. Under the 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, under the 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 under 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. 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. Under the 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, 2 , 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 | 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 $3.1 million and $4.0 million at September 28, 2019 and September 29, 2018 , 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 $0.9 million , $0.8 million and $1.1 million for the fiscal years ended 2019 , 2018 and 2017 , respectively, and is reflected as a component of interest expense on the Consolidated Statements of Operations. |
Pensions | Pensions The Company accounts for its pension benefit obligations using actuarial models. The measurement of plan obligations and assets was made at September 28, 2019 . 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 (loss) certain gains and losses that arise during the period, but are deferred under pension accounting rules. |
Product Warranty Costs | Product Warranty Costs The Company’s products are generally warranted against defects in material and workmanship for a period of one 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. |
Extended Product Warranty Costs | 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. |
Research and Development | 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. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with 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. |
Environmental Expenditures | 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. |
Segment Reporting | 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 the Company’s 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 United States, Canada and in international markets. The Parts segment consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network. |
Statement of Cash Flows | Statement of Cash Flows We classify distributions received from our equity method investment 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. |
Recently Issued and Adopted Accounting Standards | Recently Adopted Accounting Standards ASU 2017-07 — In March 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715) , Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that an employer report the service cost component (if any) of pension expense in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. We adopted this new standard in the first quarter of fiscal 2019 on a retrospective basis, as required. There is no service cost component to our periodic pension expense. Previously all components of our pension expense were recorded as a component of operating expenses, and the new standard requires these expenses to be outside a subtotal of operating profit. As a result, we have revised previously reported results of operations, as follows: Fiscal Years Ended 2018 2017 (in thousands) As Previously Reported New Standard Adjustment As Restated As Previously Reported New Standard Adjustment As Restated Selling, general and administrative expenses $ 88,755 $ (1,844 ) $ 86,911 $ 72,831 $ (4,995 ) $ 67,836 Operating profit 33,233 1,844 35,077 54,537 4,995 59,532 Other income (expense), net 231 (1,844 ) (1,613 ) 66 (4,995 ) (4,929 ) Net income 30,820 — 30,820 28,801 — 28,801 ASU 2018-15 — In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this standard on a prospective (applies only to eligible costs incurred after adoption) basis in the first quarter of fiscal 2019, and there was not a significant impact on our consolidated financial statements. ASU 2017-12 — In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which intends to simplify the application of hedge accounting guidance and better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both non-financial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. We adopted this amended guidance in the first quarter of fiscal 2019 using the required modified retrospective approach; however, we had no hedging relationships in effect at the adoption date that were impacted by the guidance. We do not expect this amended guidance to have a material impact on the Company's consolidated financial statements. ASU 2016-12 and 2016-10 — In May 2016, the FASB issued ASU No. 2016-12 , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , and in April 2016 issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , both of which provide further clarification to be considered when implementing ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . We adopted this standard in the first quarter of fiscal 2019 using the modified retrospective transition approach, which we applied to all contracts impacted by the new standard at the date of initial application. At adoption, we accounted for specific sales incentives offered to our customers by recording an increase of $0.9 million in accrued liabilities, a $0.7 million adjustment to retained earnings, and a $0.2 million deferred tax asset. Amounts recorded in prior comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Please see Note 12 , Revenue , for additional information regarding the adoption of this new accounting standard. ASU 2018-05 — In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which updates income tax accounting to reflect the SEC's interpretive guidance released on December 22, 2017, when the Tax Cuts and Jobs Act (the "Tax Act") was signed into law. For more information regarding the impact of the Tax Act, see Note 9 , Income Taxes . ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize assets on the balance sheet for the rights and obligations created by all leases with terms greater than 12 months. The standard will also require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. We adopted this standard in the first quarter of fiscal 2019 using the modified retrospective adoption approach with a cumulative-effect adjustment recognized on the balance sheet on the adoption date with prior periods not recast, and electing the practical expedients allowed under the standard. At adoption, we recognized operating lease right-of-use assets totaling $7.3 million and operating lease liabilities totaling $9.2 million . The impact on our results of operations and cash flows was not material. ASU 2016-15 — In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which made targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted this standard in the first quarter of fiscal 2019 and contemporaneous with adoption made a policy election to classify distributions received from our equity method investment using the nature of distribution approach. Adoption of the standard had no current impact on the Company's consolidated financial statements, as this is the manner in which we have recorded previous distributions from our equity method investee. In 2019, we received $2.3 million in dividends. Recently Issued Accounting Standards We believe that no new accounting guidance was issued during the year ended September 28, 2019 that is relevant to our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | 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 Property, plant and equipment, net, consisted of the following at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Land $ 2,164 $ 2,159 Buildings 45,550 22,514 Machinery and equipment 97,460 68,761 Office furniture, equipment and other 2,182 2,059 Computer equipment and software 16,638 17,250 Construction in process 8,421 28,004 Property, plant and equipment, gross 172,415 140,747 Accumulated depreciation and amortization (79,229 ) (74,693 ) Operating lease right-of-use assets (1) 6,872 — Property, plant and equipment, net $ 100,058 $ 66,054 |
Schedule of Previously Reported Results of Operations | As a result, we have revised previously reported results of operations, as follows: Fiscal Years Ended 2018 2017 (in thousands) As Previously Reported New Standard Adjustment As Restated As Previously Reported New Standard Adjustment As Restated Selling, general and administrative expenses $ 88,755 $ (1,844 ) $ 86,911 $ 72,831 $ (4,995 ) $ 67,836 Operating profit 33,233 1,844 35,077 54,537 4,995 59,532 Other income (expense), net 231 (1,844 ) (1,613 ) 66 (4,995 ) (4,929 ) Net income 30,820 — 30,820 28,801 — 28,801 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Condensed Financial Information [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, net, consisted of the following at the dates indicated: ( in thousands ) September 28, 2019 September 29, 2018 Accounts receivable $ 10,637 $ 24,167 Allowance for doubtful accounts (100 ) (100 ) Accounts receivable, net $ 10,537 $ 24,067 |
Schedule of Product Warranty Liability | The following table reflects activity in accrued warranty cost (current and long-term portion combined) for the fiscal years presented: (in thousands) 2019 2018 2017 Balance at beginning of period $ 22,646 $ 20,910 $ 19,444 Add: current period accruals 10,869 11,454 11,075 Less: current period reductions of accrual (11,172 ) (9,718 ) (9,609 ) Balance at end of period $ 22,343 $ 22,646 $ 20,910 The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two to five years , for the fiscal years presented: (in thousands) 2019 2018 2017 Balance at beginning of period $ 23,191 $ 19,295 $ 16,187 Add: current period deferred income 9,238 10,854 9,146 Less: current period recognition of income (8,384 ) (6,958 ) (6,038 ) Balance at end of period $ 24,045 $ 23,191 $ 19,295 |
Schedule of Self Insurance Reserve | 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, 2019 September 29, 2018 Current portion 2,933 3,332 Long-term portion 1,775 1,901 Total accrued self-insurance $ 4,708 $ 5,233 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Current | The following table presents components of inventories at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Raw materials $ 60,033 $ 42,439 Work in process 16,663 13,141 Finished goods 2,134 1,753 Total inventories $ 78,830 $ 57,333 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 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 Property, plant and equipment, net, consisted of the following at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Land $ 2,164 $ 2,159 Buildings 45,550 22,514 Machinery and equipment 97,460 68,761 Office furniture, equipment and other 2,182 2,059 Computer equipment and software 16,638 17,250 Construction in process 8,421 28,004 Property, plant and equipment, gross 172,415 140,747 Accumulated depreciation and amortization (79,229 ) (74,693 ) Operating lease right-of-use assets (1) 6,872 — Property, plant and equipment, net $ 100,058 $ 66,054 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of 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, 2019 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 September 29, 2018 Bus $ 15,139 $ — $ 15,139 Parts 3,686 — 3,686 Total $ 18,825 $ — $ 18,825 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 28, 2019 September 29, 2018 (in thousands) Gross Accumulated Total Gross Accumulated Total Finite lived: Engineering designs $ 3,156 $ 1,337 $ 1,819 $ 982 $ 280 $ 702 Finite lived: Customer relationships 37,425 24,340 13,085 37,425 22,471 14,954 Total amortized intangible assets 40,581 25,677 14,904 38,407 22,751 15,656 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 80,397 $ 25,677 $ 54,720 $ 78,223 $ 22,751 $ 55,472 |
Schedule of Indefinite-Lived Intangible Assets | The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated: September 28, 2019 September 29, 2018 (in thousands) Gross Accumulated Total Gross Accumulated Total Finite lived: Engineering designs $ 3,156 $ 1,337 $ 1,819 $ 982 $ 280 $ 702 Finite lived: Customer relationships 37,425 24,340 13,085 37,425 22,471 14,954 Total amortized intangible assets 40,581 25,677 14,904 38,407 22,751 15,656 Indefinite lived: Trade name 39,816 — 39,816 39,816 — 39,816 Total intangible assets $ 80,397 $ 25,677 $ 54,720 $ 78,223 $ 22,751 $ 55,472 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for finite lived intangible assets for the next five years is expected to be as follows: (in thousands) Fiscal Years Ending Amortization Expense 2020 $ 3,178 2021 2,099 2022 2,010 2023 2,010 2024 1,869 Thereafter 3,738 Total amortization expense $ 14,904 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 2023 term loan, net of deferred financing costs of $3,124 and $4,011, respectively $ 183,126 $ 142,139 Less: Current portion of long-term debt 9,900 9,900 Long-term debt, net of current portion $ 173,226 $ 132,239 |
Schedule of Maturities of Long-term Debt | The schedule of remaining principal maturities for total debt for the next five fiscal years is as follows: (in thousands) Year Principal Payments 2020 $ 9,900 2021 9,900 2022 14,850 2023 151,600 Total remaining principal payments $ 186,250 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax (Benefit) Expense | The components of income tax expense were as follows for the fiscal years presented: (in thousands) 2019 2018 2017 Current tax provision: Federal $ 156 $ 8,925 $ (11,705 ) State (985 ) (559 ) (1,353 ) Foreign (112 ) (91 ) — Total current tax (provision) benefit $ (941 ) $ 8,275 $ (13,058 ) Deferred tax provision: Federal $ (5,844 ) $ (6,816 ) $ 767 State (788 ) 1,161 435 Total deferred tax (provision) benefit (6,632 ) (5,655 ) 1,202 Income tax (expense) benefit $ (7,573 ) $ 2,620 $ (11,856 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the reported income tax expense for continuing operations and the amount computed by applying the statutory federal income tax rate is as follows: (in thousands) 2019 2018 2017 Federal tax expense at statutory rate $ (6,223 ) $ (6,584 ) $ (13,073 ) (Increase) reduction in income taxes resulting from: State taxes, net (611 ) 1,501 (307 ) Change in uncertain tax positions — 7,606 (651 ) Share-based compensation (320 ) 735 210 Permanent items (59 ) 366 701 Valuation allowance (1,043 ) (783 ) (90 ) Tax credits 470 470 530 Return to accrual true-ups 115 1,699 646 Investor tax on non-consolidated affiliate income 14 1,734 271 Tax rate adjustments (32 ) (3,756 ) (144 ) Other 116 (368 ) 51 Income tax (expense) benefit $ (7,573 ) $ 2,620 $ (11,856 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2019 2018 2017 Balance, beginning of year $ — $ 6,389 $ 6,389 Lapses of applicable statute of limitations — (6,389 ) — Balance, end of year $ — $ — $ 6,389 |
Schedule of Deferred Tax Assets and Liabilities | The following table sets forth the sources of and differences between the financial accounting and tax bases of the Company’s assets and liabilities which give rise to the net deferred tax assets at the dates indicated: (in thousands) September 28, 2019 September 29, 2018 Deferred tax liabilities Property, plant and equipment $ (12,944 ) $ (4,012 ) Other intangible assets (12,054 ) (11,584 ) Investor tax on non-consolidated affiliate income (495 ) (496 ) Other assets (93 ) (534 ) Total deferred tax liabilities $ (25,586 ) $ (16,626 ) Deferred tax assets NOL carryforward $ 601 $ 577 Accrued expenses 7,923 6,280 Compensation 12,415 6,540 Inventories 1,023 1,194 Unearned income 3,669 3,069 Tax credits 5,863 4,638 Total deferred tax assets $ 31,494 $ 22,298 Less: valuation allowance (2,476 ) (1,432 ) Deferred tax assets less valuation allowance $ 29,018 $ 20,866 Net deferred tax assets $ 3,432 $ 4,240 |
Guarantees, Commitments and C_2
Guarantees, Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information | The components of lease costs included on the Consolidated Statements of Operations are as follows: (in thousands) Fiscal Year Ended Lease cost Classification 2019 Operating leases Selling, general and administrative expenses 1,898 Finance leases Amortization of lease assets Cost of goods sold 133 Interest on lease liabilities Interest expense 17 Short-term leases (1) Cost of goods sold or Selling, general and administrative expenses 1,356 Total lease cost 3,404 (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. Supplemental cash flow information is presented in the following table: Fiscal Year Ended (in thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows - operating leases 1,758 Operating cash flows - finance leases 17 Financing cash flows - finance leases 133 Right-of-use assets exchanged for lease liabilities Operating leases 8,040 Finance leases 4,770 |
Schedule of Supplemental Balance Sheet Information | Lease terms and discount rates are presented in the following table: September 28, 2019 Operating Finance Weighted average remaining lease term 7.1 years 5.8 years Weighted average discount rate 4.5 % 4.2 % The following table summarizes the lease amounts included on the Consolidated Balance Sheets as follows: (in thousands) Balance Sheet Location September 28, 2019 Assets Operating Property, plant and equipment 6,872 Finance (1) Finance lease right-of-use 4,638 Total lease assets 11,510 Liabilities Current Operating Other current liabilities 1,187 Finance Finance lease obligations 716 Long-term Operating Other liabilities 7,658 Finance Finance lease obligations 3,921 Total lease liabilities 13,482 (1) Net of accumulated amortization of $0.1 million |
Schedule of Operating Lease Liability Maturities | Lease liability maturities are presented in the following table: (in thousands) September 28, 2019 Fiscal Years Ended Operating Finance Total 2020 $ 1,562 $ 899 $ 2,461 2021 1,388 899 2,287 2022 1,404 899 2,303 2023 1,427 898 2,325 2024 1,444 898 2,342 Thereafter 3,165 748 3,913 Total future minimum lease payments 10,390 5,241 15,631 Less: imputed interest 1,545 604 2,149 Total lease liabilities $ 8,845 $ 4,637 $ 13,482 |
Schedule of Finance Lease Liability Maturities | Lease liability maturities are presented in the following table: (in thousands) September 28, 2019 Fiscal Years Ended Operating Finance Total 2020 $ 1,562 $ 899 $ 2,461 2021 1,388 899 2,287 2022 1,404 899 2,303 2023 1,427 898 2,325 2024 1,444 898 2,342 Thereafter 3,165 748 3,913 Total future minimum lease payments 10,390 5,241 15,631 Less: imputed interest 1,545 604 2,149 Total lease liabilities $ 8,845 $ 4,637 $ 13,482 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Net sales (in thousands) 2019 2018 2017 Bus (1) $ 952,242 $ 962,769 $ 930,738 Parts (1) 66,632 62,207 59,864 Segment net sales $ 1,018,874 $ 1,024,976 $ 990,602 (1) Parts segment revenue includes $3.5 million , $2.4 million , and $2.5 million for the fiscal years ended 2019 , 2018 and 2017 , respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation. Gross profit (in thousands) 2019 2018 2017 Bus $ 110,015 $ 100,002 $ 106,462 Parts 23,459 21,986 20,906 Segment gross profit $ 133,474 $ 121,988 $ 127,368 |
Reconciliation of Operating Profit from Segments to Consolidated | The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the fiscal years presented: (in thousands) 2019 2018 2017 Segment gross profit $ 133,474 $ 121,988 $ 127,368 Adjustments: Selling, general and administrative expenses (89,642 ) (86,911 ) (67,836 ) Interest expense (12,879 ) (6,661 ) (7,251 ) Interest income 9 70 140 Other expense, net (1,331 ) (1,613 ) (4,929 ) Loss on debt extinguishment — — (10,142 ) Income before income taxes $ 29,631 $ 26,873 $ 37,350 |
Revenue from External Customers by Geographic Areas | Sales are attributable to geographic areas based on customer location and were as follows for the fiscal years presented: (in thousands) 2019 2018 2017 United States $ 929,523 $ 911,558 878,631 Canada 80,056 106,762 104,016 Rest of world 9,295 6,656 7,955 Total net sales $ 1,018,874 $ 1,024,976 990,602 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenue by product category for the periods presented: Fiscal Years Ended (in thousands) 2019 2018 2017 Diesel buses $ 476,909 $ 588,863 $ 599,367 Alternative fuel buses (1) 426,508 344,021 300,700 Other (2) 50,906 31,900 32,595 Parts 64,551 60,192 57,940 Net sales $ 1,018,874 $ 1,024,976 $ 990,602 (1) Includes buses sold with any fuel source other than diesel (e.g. gasoline, propane, CNG, electric). (2) Includes shipping and handling revenue, extended warranty income, surcharges, chassis and bus shell sales. |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the basic and diluted earnings per share computation for the fiscal years presented: (in thousands except share data) 2019 2018 2017 Numerator: Net income $ 24,300 $ 30,820 $ 28,801 Less: preferred stock dividends — 1,896 4,261 Less: preferred stock repurchase — — 6,091 Net income available to common stockholders $ 24,300 $ 28,924 $ 18,449 Basic earnings per share (1): Weighted average common shares outstanding 26,455,436 25,259,595 23,343,772 Basic earnings per share $ 0.92 $ 1.15 $ 0.79 Diluted earnings per share (2): Weighted average common shares outstanding 26,455,436 25,259,595 23,343,772 Weighted average dilutive securities, convertible preferred stock 98,984 2,294,205 — Weighted average dilutive securities, restricted stock 180,032 50,891 19,073 Weighted average dilutive securities, warrants 179,105 737,183 1,280,265 Weighted average dilutive securities, stock options 130,257 274,988 234,619 Weighted average shares and dilutive potential common shares 27,043,814 28,616,862 24,877,729 Diluted earnings per share $ 0.90 $ 1.08 $ 0.74 (1) Basic earnings per share is calculated by dividing income available to common stockholders by the weighted average common shares outstanding during the period. (2) Diluted earnings per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding during the period, determined by using the treasury-stock method, and adjusting for the dilutive effect of our convertible preferred stock, determined by using the if-converted method. For the fiscal year ended 2017, 4,302,212 shares of potentially dilutive convertible preferred stock were excluded from the calculation since the if-converted impact would be anti-dilutive and, as a result, the numerator used in the calculation included the impact on income of preferred stock dividends and the excess of fair value over carrying value for preferred stock repurchase. |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the Company's RSA and RSU award activity for the fiscal year presented: 2019 Restricted Stock Activity Number of Shares Weighted-Average Grant Date Fair Value Balance, beginning of year 118,074 $ 18.59 Granted 187,188 17.00 Vested (85,337 ) 18.21 Forfeited (35,828 ) 17.83 Balance, end of year 184,097 17.30 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the Company's stock option activity for the fiscal year presented: 2019 Number of Options Weighted Average Exercise Price per Share ($) Outstanding options, beginning of year 498,427 $ 13.38 Granted 326,249 16.92 Exercised (1) (30,221 ) 16.10 Forfeited (74,472 ) 16.81 Outstanding options, end of year (2) 719,983 $ 14.45 Fully vested and exercisable options, end of year (3) 412,585 $ 12.77 (1) Stock options exercised during the fiscal year had an aggregate intrinsic value totaling $0.1 million . (2) Stock options outstanding at the end of the fiscal year had an aggregate intrinsic value totaling $3.3 million . (3) Fully vested and exercisable options at fiscal year-end had an aggregate intrinsic value totaling $2.6 million with a weighted average contractual term of 6.5 years |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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: 2019 2018 2017 Expected volatility 31.0 % 29.2 % 33.7 % Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 2.75 % 2.16 % 1.90 % Expected term (in years) 4.5 - 5.5 5.0 - 5.5 5.5 Weighted-average grant-date fair value $ 5.58 $ 6.15 $ 5.35 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | 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) 2019 2018 Projected benefit obligation balance, beginning of year $ 144,484 $ 144,737 Interest cost 6,047 5,428 Assumption changes (1) 21,805 770 Actuarial (gain) loss (1,423 ) 686 Benefits paid (7,341 ) (7,137 ) Projected benefit obligations balance, end of year $ 163,572 $ 144,484 (1) The assumption changes referenced in the table above result from (i) changes in the utilized discount rate to value Blue Bird’s future obligations, and (ii) updates to the mortality table projections used in the calculation of the benefit obligations. |
Schedule of Changes in Fair Value of 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) 2019 2018 Fair value of plan assets, beginning of year $ 123,471 $ 112,311 Actual return on plan assets 1,918 12,348 Employer contribution — 5,949 Expenses — — Benefits paid (7,341 ) (7,137 ) Fair value of plan assets, end of year $ 118,048 $ 123,471 |
Schedule of Net Funded Status | The net pension liability is reflected in long-term liabilities on the Consolidated Balance Sheets. Funded Status (in thousands) September 28, 2019 September 29, 2018 Benefit obligation $ 163,572 $ 144,484 Fair value of plan assets 118,048 123,471 Funded status (45,524 ) (21,013 ) Net pension liability recognized $ (45,524 ) $ (21,013 ) |
Schedule of Allocation of Plan Assets | 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, 2019 Assets: Equity securities $ — $ 79,627 $ — $ 79,627 Debt securities — 38,421 — 38,421 Total assets at fair value $ — $ 118,048 $ — $ 118,048 September 29, 2018 Assets: Equity securities $ — $ 86,410 $ — $ 86,410 Debt securities — 37,061 — 37,061 Total assets at fair value $ — $ 123,471 $ — $ 123,471 The Defined Benefit Plan asset allocations at the dates indicated, the measurement date, are as follows: September 28, 2019 September 29, 2018 Equity securities 67 % 70 % Debt securities 33 % 30 % Total securities 100 % 100 % |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The following table represents net periodic benefit cost and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented: (in thousands) 2019 2018 2017 Interest cost $ 6,047 $ 5,428 $ 5,063 Expected return on plan assets (7,619 ) (7,105 ) (6,359 ) Amortization of net loss 2,758 3,521 6,291 Net periodic benefit cost (1) $ 1,186 $ 1,844 $ 4,995 Net loss (gain) $ 26,083 $ (3,787 ) $ (17,232 ) Amortization of net loss (2,758 ) (3,521 ) (6,291 ) Total loss (gain) recognized in other comprehensive income $ 23,325 $ (7,308 ) $ (23,523 ) Total loss (gain) recognized in net periodic pension benefit cost and other comprehensive income $ 24,511 $ (5,464 ) $ (18,528 ) |
Schedule of Assumptions Used | 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, 2019 September 29, 2018 Discount rate 3.10 % 4.30 % Rate of compensation increase N/A N/A Weighted-average assumptions used to determine net periodic benefit cost: September 28, 2019 September 29, 2018 Discount rate 4.30 % 3.85 % Expected long-term return on plan assets 6.37 % 6.37 % Rate of compensation increase N/A N/A |
Schedule of Expected Benefit Payments | 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 2020 $ 7,958 2021 8,057 2022 8,251 2023 8,508 2024 8,758 2025 - 2029 45,678 Total expected future benefit payments $ 87,210 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table provides information on changes in accumulated other comprehensive income (“AOCI”) for the periods presented: (in thousands) Defined Benefit Pension Plan Cash Flow Hedges (Effective Portion) Total AOCI Balance, October 1, 2016 $ (58,878 ) $ (13 ) $ (58,891 ) Other comprehensive income, gross 17,232 344 17,576 Amounts reclassified from other comprehensive income and included in earnings 6,291 (324 ) 5,967 Total other comprehensive income, before taxes 23,523 20 23,543 Income tax expense (8,520 ) (7 ) (8,527 ) Balance, September 30, 2017 $ (43,875 ) $ — $ (43,875 ) Other comprehensive income, gross 3,787 — 3,787 Amounts reclassified from other comprehensive income and included in earnings 3,521 — 3,521 Total other comprehensive income, before taxes 7,308 — 7,308 Income tax expense (1,860 ) — (1,860 ) Balance, September 29, 2018 $ (38,427 ) $ — $ (38,427 ) Other comprehensive income, gross (26,083 ) — (26,083 ) Amounts reclassified from other comprehensive income and included in earnings 2,758 — 2,758 Total other comprehensive income, before taxes (23,325 ) — (23,325 ) Income tax expense 5,598 — 5,598 Balance, September 28, 2019 $ (56,154 ) $ — $ (56,154 ) |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Narrative (Details) - School Bus Holdings, Inc. $ in Millions | Feb. 24, 2015USD ($)shares |
Business Combination, Separately Recognized Transactions [Line Items] | |
Cash paid | $ 100 |
Shares issued for acquisition (in shares) | shares | 12,000,000 |
Shares issued for acquisition, value | $ 120 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 13, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred tax assets | $ 3,432 | $ 4,240 | |||
Operating lease, right-of-use assets | 6,872 | $ 7,300 | |||
Operating lease, liability | 8,845 | 9,200 | |||
Dividends received | 2,259 | 1,828 | $ 4,626 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Deferred financing fees | 3,100 | 4,000 | $ 2,000 | ||
Debt amortization/ Non-cash interest expense | 900 | 800 | 1,100 | ||
Research and development expense | $ 11,500 | $ 8,500 | $ 7,400 | ||
Product Warranty Liability [Line Items] | |||||
Extended product warranty, period | 12 months | ||||
Minimum | |||||
Product Warranty Liability [Line Items] | |||||
Standard product warranty, period | 1 year | ||||
Extended product warranty, period | 2 years | ||||
Maximum | |||||
Product Warranty Liability [Line Items] | |||||
Standard product warranty, period | 5 years | ||||
Extended product warranty, period | 5 years | ||||
Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Adoption of new revenue recognition standard (ASC 606) adjustment | (714) | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accrued liabilities | 900 | ||||
Adoption of new revenue recognition standard (ASC 606) adjustment | 700 | ||||
Deferred tax assets | $ 200 | ||||
Engineering designs | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated life | 2 years | ||||
Engineering designs | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated life | 7 years | ||||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated life | 20 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 28, 2019 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 33 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Office furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Previously Reported Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | $ 89,642 | $ 86,911 | $ 67,836 |
Operating profit | 43,832 | 35,077 | 59,532 |
Other expense, net | (1,331) | (1,613) | (4,929) |
Net income | $ 24,300 | 30,820 | 28,801 |
Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | 88,755 | 72,831 | |
Operating profit | 33,233 | 54,537 | |
Other expense, net | 231 | 66 | |
Net income | 30,820 | 28,801 | |
Accounting Standards Update 2017-07 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | (1,844) | (4,995) | |
Operating profit | 1,844 | 4,995 | |
Other expense, net | (1,844) | (4,995) | |
Net income | $ 0 | $ 0 |
Supplemental Financial Inform_3
Supplemental Financial Information - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Condensed Financial Information [Abstract] | ||
Accounts receivable | $ 10,637 | $ 24,167 |
Allowance for doubtful accounts | (100) | (100) |
Accounts receivable, net | $ 10,537 | $ 24,067 |
Supplemental Financial Inform_4
Supplemental Financial Information - Product Warranty Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Balance at beginning of period | $ 22,646 | $ 20,910 | $ 19,444 |
Add: current period accruals | 10,869 | 11,454 | 11,075 |
Less: current period reductions of accrual | (11,172) | (9,718) | (9,609) |
Balance at end of period | $ 22,343 | $ 22,646 | $ 20,910 |
Supplemental Financial Inform_5
Supplemental Financial Information - Extended Warranty Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | |||
Balance at beginning of period | $ 23,191 | $ 19,295 | $ 16,187 |
Add: current period deferred income | 9,238 | 10,854 | 9,146 |
Less: current period recognition of income | (8,384) | (6,958) | (6,038) |
Balance at end of period | $ 24,045 | $ 23,191 | $ 19,295 |
Supplemental Financial Inform_6
Supplemental Financial Information - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-09-29 $ in Millions | Sep. 28, 2019USD ($) |
Condensed Financial Information [Abstract] | |
Revenue, remaining performance obligation, amount | $ 8.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Supplemental Financial Inform_7
Supplemental Financial Information - Self Insurance (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Condensed Financial Information [Abstract] | ||
Current portion | $ 2,933 | $ 3,332 |
Long-term portion | 1,775 | 1,901 |
Total accrued self-insurance | $ 4,708 | $ 5,233 |
Supplemental Financial Inform_8
Supplemental Financial Information - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Product Warranty Liability [Line Items] | |||
Extended product warranty, period | 12 months | ||
Shipping and handling revenue | $ 19.4 | $ 20.7 | $ 19.1 |
Shipping and handling costs | $ 17 | $ 17.8 | $ 17 |
Minimum | |||
Product Warranty Liability [Line Items] | |||
Extended product warranty, period | 2 years | ||
Maximum | |||
Product Warranty Liability [Line Items] | |||
Extended product warranty, period | 5 years |
Supplemental Financial Inform_9
Supplemental Financial Information - Derivative Instruments (Details) - USD ($) $ in Millions | Nov. 30, 2018 | Sep. 28, 2019 |
Condensed Financial Information [Abstract] | ||
Interest rate collar | 4 years | |
Derivative, notional amount | $ 150 | |
Floor interest rate | 1.50% | |
Ceiling interest rate | 3.30% | |
Fair value of interest rate contract | $ (1.2) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 60,033 | $ 42,439 |
Work in process | 16,663 | 13,141 |
Finished goods | 2,134 | 1,753 |
Total inventories | $ 78,830 | $ 57,333 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 172,415 | $ 140,747 | ||
Accumulated depreciation and amortization | (79,229) | (74,693) | ||
Operating lease, right-of-use assets | 6,872 | $ 7,300 | ||
Property, plant and equipment, net | 100,058 | 66,054 | ||
Depreciation | 7,300 | 7,000 | $ 6,200 | |
Capitalized interest expense related to construction of plant manufacturing assets | 1,400 | |||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 2,164 | 2,159 | ||
Buildings | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 45,550 | 22,514 | ||
Machinery and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 97,460 | 68,761 | ||
Office furniture, equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 2,182 | 2,059 | ||
Computer equipment and software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 16,638 | 17,250 | ||
Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 8,421 | $ 28,004 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Goodwill [Line Items] | ||
Gross Goodwill | $ 18,825 | $ 18,825 |
Accumulated Impairments | 0 | 0 |
Net Goodwill | 18,825 | 18,825 |
Bus (1) | ||
Goodwill [Line Items] | ||
Gross Goodwill | 15,139 | 15,139 |
Accumulated Impairments | 0 | 0 |
Net Goodwill | 15,139 | 15,139 |
Parts (1) | ||
Goodwill [Line Items] | ||
Gross Goodwill | 3,686 | 3,686 |
Accumulated Impairments | 0 | 0 |
Net Goodwill | $ 3,686 | $ 3,686 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 40,581 | $ 38,407 |
Gross Carrying Amount | 80,397 | 78,223 |
Accumulated Amortization | 25,677 | 22,751 |
Total | 14,904 | 15,656 |
Total | 54,720 | 55,472 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Nonamortized intangible assets | 39,816 | 39,816 |
Engineering designs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,156 | 982 |
Accumulated Amortization | 1,337 | 280 |
Total | 1,819 | 702 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 37,425 | 37,425 |
Accumulated Amortization | 24,340 | 22,471 |
Total | $ 13,085 | $ 14,954 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense for intangible assets | $ 2.9 | $ 2 | $ 2 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 20 years | ||
Minimum | Engineering designs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 2 years | ||
Maximum | Engineering designs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 7 years |
Intangible Assets Schedule of E
Intangible Assets Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense, 2020 | $ 3,178 | |
Amortization expense, 2021 | 2,099 | |
Amortization expense, 2022 | 2,010 | |
Amortization expense, 2023 | 2,010 | |
Amortization expense, 2024 | 1,869 | |
Amortization expense, thereafter | 3,738 | |
Total | $ 14,904 | $ 15,656 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Debt Instrument [Line Items] | ||
Less: Current portion of long-term debt | $ 9,900 | $ 9,900 |
Long-term debt, net of current portion | 173,226 | 132,239 |
Senior Term Loan | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
2023 term loan, net of deferred financing costs of $3,124 and $4,011, respectively | 183,126 | 142,139 |
Deferred financing costs | $ 3,124 | $ 4,011 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | Oct. 15, 2018 | Sep. 13, 2018 | Dec. 12, 2016 | Sep. 28, 2019 | Dec. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||||||||
Deferred financing fees | $ 2,000 | $ 3,100 | $ 3,100 | $ 4,000 | ||||
Loss on debt extinguishment | $ (10,100) | 0 | 0 | $ (10,142) | ||||
Interest expense | 12,900 | 6,700 | $ 7,300 | |||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 235,000 | |||||||
Debt term | 5 years | 5 years | ||||||
Discount and issuance costs | $ 3,300 | |||||||
Term Loan | Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 160,000 | |||||||
Senior Term Loan | Senior Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 186,300 | $ 186,300 | $ 146,200 | |||||
Stated interest rate (as a percent) | 4.40% | 4.40% | 4.50% | |||||
Weighted average interest rate (as a percent) | 5.00% | 5.00% | 4.10% | |||||
Revolving Credit Facility | Credit Facility | Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 75,000 | $ 100,000 | $ 100,000 | |||||
Increase (decrease) to line of credit facility | $ 25,000 | |||||||
Letters of Credit | Credit Facility | Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 75,000 | 15,000 | ||||||
Proceeds from lines of credit | $ 50,000 | $ 50,000 | ||||||
Letters of Credit | Credit Facility | Senior Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, amount outstanding | 6,900 | 6,900 | ||||||
Remaining borrowing capacity | $ 93,100 | $ 93,100 | ||||||
Swingline Credit Facility | Credit Facility | Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 5,000 | |||||||
LIBOR | Term Loan | Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 2.25% |
Debt Debt - Covenants (Details)
Debt Debt - Covenants (Details) - Term Loan - Credit Agreement | 12 Months Ended |
Sep. 28, 2019 | |
Less than 2.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 0.75% |
Less than 2.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.75% |
Greater than or equal to 2.00x and less than 2.50x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.00% |
Greater than or equal to 2.00x and less than 2.50x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.00% |
Greater than or equal to 2.50x and less than 3.00x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.25% |
Greater than or equal to 2.50x and less than 3.00x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.25% |
Greater than or equal to 3.00x and less than 3.25x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
Greater than or equal to 3.00x and less than 3.25x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.50% |
Greater than or equal to 3.25x and less than 3.50x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.75% |
Greater than or equal to 3.25x and less than 3.50x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.75% |
Greater than 3.50x | ABR Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.00% |
Greater than 3.50x | Eurodollar Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 3.00% |
Debt - Maturity Schedule (Detai
Debt - Maturity Schedule (Details) $ in Thousands | Sep. 28, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2020 | $ 9,900 |
2021 | 9,900 |
2022 | 14,850 |
2023 | 151,600 |
Total remaining principal payments | $ 186,250 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Current tax provision: | |||
Federal | $ 156 | $ 8,925 | $ (11,705) |
State | (985) | (559) | (1,353) |
Foreign | (112) | (91) | 0 |
Total current tax (provision) benefit | (941) | 8,275 | (13,058) |
Deferred tax provision: | |||
Federal | (5,844) | (6,816) | 767 |
State | (788) | 1,161 | 435 |
Total deferred tax (provision) benefit | (6,632) | (5,655) | 1,202 |
Income tax (expense) benefit | $ (7,573) | $ 2,620 | $ (11,856) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal tax credit carryforward | $ 300,000 | ||
Effective tax rate (as a percent) | 25.60% | (9.70%) | 31.70% |
Statutory Federal income tax rate (as a percent) | 21.00% | 24.50% | 35.00% |
Tax Cuts And Jobs Act Of 2017, tax expense (benefit) | $ 2,100,000 | ||
Tax Cuts And Jobs Act Of 2017, change in tax rate, provisional income tax expense (benefit) | 2,000,000 | ||
Tax Cuts And Jobs Act Of 2017 , transition tax for accumulated foreign earnings | 100,000 | ||
Accrued interest and penalties | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal tax expense at statutory rate | $ (6,223) | $ (6,584) | $ (13,073) |
State taxes, net | (611) | 1,501 | (307) |
Change in uncertain tax positions | 0 | 7,606 | (651) |
Share-based compensation | (320) | 735 | 210 |
Permanent items | (59) | 366 | 701 |
Valuation allowance | (1,043) | (783) | (90) |
Tax credits | 470 | 470 | 530 |
Return to accrual true-ups | 115 | 1,699 | 646 |
Investor tax on non-consolidated affiliate income | 14 | 1,734 | 271 |
Tax rate adjustments | (32) | (3,756) | (144) |
Other | 116 | (368) | 51 |
Income tax (expense) benefit | $ (7,573) | $ 2,620 | $ (11,856) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of year | $ 0 | $ 6,389 | $ 6,389 |
Lapses of applicable statute of limitations | 0 | (6,389) | 0 |
Balance, end of year | $ 0 | $ 0 | $ 6,389 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Deferred tax liabilities | ||
Property, plant and equipment | $ (12,944) | $ (4,012) |
Other intangible assets | (12,054) | (11,584) |
Investor tax on non-consolidated affiliate income | (495) | (496) |
Other assets | (93) | (534) |
Total deferred tax liabilities | (25,586) | (16,626) |
Deferred tax assets | ||
NOL carryforward | 601 | 577 |
Accrued expenses | 7,923 | 6,280 |
Compensation | 12,415 | 6,540 |
Inventories | 1,023 | 1,194 |
Unearned income | 3,669 | 3,069 |
Tax credits | 5,863 | 4,638 |
Total deferred tax assets | 31,494 | 22,298 |
Less: valuation allowance | (2,476) | (1,432) |
Deferred tax assets less valuation allowance | 29,018 | 20,866 |
Net deferred tax assets | $ 3,432 | $ 4,240 |
Guarantees, Commitments and C_3
Guarantees, Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Operating Leased Assets [Line Items] | |||
Accrual for environmental loss contingencies, discount rate (as a percent) | 11.00% | ||
Accrual for environmental loss contingencies | $ 400 | $ 400 | |
Period for aggregate undiscounted amount | 8 years | ||
Accrual for environmental loss contingencies, gross | $ 800 | ||
Maximum exposure of guarantor | $ 7,000 | ||
Guarantor obligations, term | P3Y4M0D | ||
Fair value of guarantees | $ 500 | ||
Renewal term | 5 years | ||
Accrual for Environmental Loss Contingencies, Fiscal Year Maturity [Abstract] | |||
2019 | $ 100 | ||
2020 | 100 | ||
2021 | 100 | ||
2022 | 100 | ||
2023 | 100 | ||
Thereafter | 300 | ||
Rent expense | $ 2,000 | $ 1,300 | |
Commitments for future production material | $ 97,887 | ||
Minimum | |||
Operating Leased Assets [Line Items] | |||
Lease term | 4 months | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Lease term | 8 years 2 months |
Guarantees, Commitments and C_4
Guarantees, Commitments and Contingencies Guarantees, Commitments and Contingencies - Schedule of Lease Amounts included on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 30, 2018 |
Assets | ||
Operating | $ 6,872 | $ 7,300 |
Finance | 4,638 | |
Total lease assets | 11,510 | |
Current | ||
Operating | 1,187 | |
Finance | 716 | |
Long-term | ||
Operating | 7,658 | |
Finance | 3,921 | |
Total lease liabilities | 13,482 | |
Finance lease, right-of-use asset, accumulated depreciation | $ 100 |
Guarantees, Commitments and C_5
Guarantees, Commitments and Contingencies - Schedule of Lease Costs (Details) $ in Thousands | 12 Months Ended |
Sep. 28, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases | $ 1,898 |
Amortization of lease assets | 133 |
Interest on lease liabilities | 17 |
Short-term leases | 1,356 |
Total lease cost | $ 3,404 |
Guarantees, Commitments and C_6
Guarantees, Commitments and Contingencies - Schedule of Lease Liability Maturities (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 30, 2018 |
Operating | ||
2020 | $ 1,562 | |
2021 | 1,388 | |
2022 | 1,404 | |
2023 | 1,427 | |
2024 | 1,444 | |
Thereafter | 3,165 | |
Total future minimum lease payments | 10,390 | |
Less: imputed interest | 1,545 | |
Total lease liabilities | 8,845 | $ 9,200 |
Finance | ||
2020 | 899 | |
2021 | 899 | |
2022 | 899 | |
2023 | 898 | |
2024 | 898 | |
Thereafter | 748 | |
Total future minimum lease payments | 5,241 | |
Less: imputed interest | 604 | |
Total lease liabilities | 4,637 | |
Total | ||
2020 | 2,461 | |
2021 | 2,287 | |
2022 | 2,303 | |
2023 | 2,325 | |
2024 | 2,342 | |
Thereafter | 3,913 | |
Total future minimum lease payments | 15,631 | |
Less: imputed interest | 2,149 | |
Total lease liabilities | $ 13,482 |
Guarantees, Commitments and C_7
Guarantees, Commitments and Contingencies - Lease Terms and Discount Rates (Details) | Sep. 28, 2019 |
Operating | |
Weighted average remaining lease term | 7 years 1 month |
Weighted average discount rate | 4.50% |
Finance | |
Weighted average remaining lease term | 5 years 10 months |
Weighted average discount rate | 4.20% |
Guarantees, Commitments and C_8
Guarantees, Commitments and Contingencies - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Sep. 28, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Financing cash flows - finance leases | $ 133 |
Operating cash flows - operating leases | 1,758 |
Financing cash flows - finance leases | 17 |
Right-of-use assets exchanged for lease liabilities | |
Operating leases | 8,040 |
Finance leases | $ 4,770 |
Guarantees, Commitments and C_9
Guarantees, Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Sep. 28, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 97,887 |
Total purchase commitments | $ 97,887 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019USD ($)segment | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | segment | 2 | ||
Net sales | $ 1,018,874 | $ 1,024,976 | $ 990,602 |
Net sales | 1,018,874 | 1,024,976 | 990,602 |
Gross profit | 133,474 | 121,988 | 127,368 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 929,523 | 911,558 | 878,631 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Net sales | 80,056 | 106,762 | 104,016 |
Rest of world | |||
Segment Reporting Information [Line Items] | |||
Net sales | 9,295 | 6,656 | 7,955 |
Intersegment Eliminations | Parts (1) | |||
Segment Reporting Information [Line Items] | |||
Net sales | 3,500 | 2,400 | 2,500 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,018,874 | 1,024,976 | 990,602 |
Gross profit | 133,474 | 121,988 | 127,368 |
Operating Segments | Bus (1) | |||
Segment Reporting Information [Line Items] | |||
Net sales | 952,242 | 962,769 | 930,738 |
Gross profit | 110,015 | 100,002 | 106,462 |
Operating Segments | Parts (1) | |||
Segment Reporting Information [Line Items] | |||
Net sales | 66,632 | 62,207 | 59,864 |
Gross profit | $ 23,459 | $ 21,986 | $ 20,906 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Gross Profit (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment gross profit | $ 133,474 | $ 121,988 | $ 127,368 | |
Selling, general and administrative expenses | (89,642) | (86,911) | (67,836) | |
Interest expense | (12,879) | (6,661) | (7,251) | |
Interest income | 9 | 70 | 140 | |
Other expense, net | (1,331) | (1,613) | (4,929) | |
Loss on debt extinguishment | $ (10,100) | 0 | 0 | (10,142) |
Income before income taxes | 29,631 | 26,873 | 37,350 | |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment gross profit | 133,474 | 121,988 | 127,368 | |
Segment Reconciling Items | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Selling, general and administrative expenses | (89,642) | (86,911) | (67,836) | |
Interest expense | (12,879) | (6,661) | (7,251) | |
Interest income | 9 | 70 | 140 | |
Other expense, net | $ (1,331) | $ (1,613) | $ (4,929) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Deferred tax assets | $ 3,432 | $ 4,240 | ||
Net sales | 1,018,874 | 1,024,976 | $ 990,602 | |
Diesel buses | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 476,909 | 588,863 | 599,367 | |
Alternative fuel buses | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 426,508 | 344,021 | 300,700 | |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 50,906 | 31,900 | 32,595 | |
Parts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 64,551 | $ 60,192 | $ 57,940 | |
Accounting Standards Update 2014-09 | ||||
Disaggregation of Revenue [Line Items] | ||||
Adoption of new revenue recognition standard (ASC 606) adjustment | $ (714) | |||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
Disaggregation of Revenue [Line Items] | ||||
Accrued liabilities | 900 | |||
Deferred tax assets | 200 | |||
Adoption of new revenue recognition standard (ASC 606) adjustment | $ 700 | |||
Net sales | $ 100 |
Stockholders' Deficit - (Detail
Stockholders' Deficit - (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2018 | Sep. 23, 2017 | Dec. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Nov. 13, 2018 |
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 799,615 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Payments for Repurchase of Convertible Preferred Stock | $ 32,100 | ||||||
Tender offer, repurchase of common stock, held as treasury stock (in shares) | 1,782,568 | ||||||
Tender offer, repurchase of common stock, held as treasury stock, cost per share (in dollars per share) | $ 28 | ||||||
Aggregate cost of tender offer repurchase of common stock and preferred stock, including fees and expenses | $ 50,300 | $ 50,370 | $ 0 | $ 0 | |||
Warrants outstanding (in shares) | 748,316 | ||||||
Number of shares received from exercise of each warrant (in shares) | 374,158 | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Share price (in dollars per share) | $ 18.65 | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Tender offer, repurchase of preferred stock (in shares) | 1,782,568 | 1,183,412 | 864,752 | ||||
Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Tender offer, repurchase of preferred stock (in shares) | 364 | 364 | 0 | 100,000 | |||
Tender offer, repurchase of preferred stock (in dollars per share) | $ 241.69 | ||||||
Letters of Credit | Credit Facility | Credit Agreement | |||||||
Class of Stock [Line Items] | |||||||
Funding received | $ 50,000 | $ 50,000 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Schedule of Earnings Per Share, Including Dilutive Securities [Line Items] | |||
Net income | $ 24,300 | $ 30,820 | $ 28,801 |
Less: preferred stock dividends | 0 | 1,896 | 4,261 |
Less: preferred stock repurchase | 0 | 0 | 6,091 |
Net income available to common stockholders | $ 24,300 | $ 28,924 | $ 18,449 |
Basic earnings per share | |||
Basic weighted average shares outstanding | 26,455,436 | 25,259,595 | 23,343,772 |
Basic earnings per share (in dollars per share) | $ 0.92 | $ 1.15 | $ 0.79 |
Diluted earnings per share | |||
Convertible Preferred Stock - if converted (in shares) | 98,984 | 2,294,205 | 0 |
Warrants (in shares) | 179,105 | 737,183 | 1,280,265 |
Diluted weighted average shares outstanding | 27,043,814 | 28,616,862 | 24,877,729 |
Diluted earnings per share (in dollars per share) | $ 0.90 | $ 1.08 | $ 0.74 |
Restricted stock | |||
Diluted earnings per share | |||
Dilutive securities related to share based compensation (in shares) | 180,032 | 50,891 | 19,073 |
Non-qualified stock options | |||
Diluted earnings per share | |||
Dilutive securities related to share based compensation (in shares) | 130,257 | 274,988 | 234,619 |
Convertible Preferred Stock | |||
Diluted earnings per share | |||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 4,302,212 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of options exercised during period | $ 0.1 | $ 4.2 | $ 2.3 |
Shares authorized to be granted under Omnibus Equity Incentive Plan | 3,700,000 | ||
Stock-based compensation | $ 1.5 | 0.9 | 0.4 |
Tax benefit from compensation expense | $ 0.4 | $ 0.2 | $ 0.1 |
Unrecognized compensation expense, period for recognition | 3 months | ||
Restricted Stock and Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value of restricted stock awards | $ 17 | $ 18.59 | $ 15.82 |
Stock-based compensation | $ 2.6 | $ 1.6 | $ 0.8 |
Tax benefit from compensation expense | 0.7 | $ 0.4 | $ 0.3 |
Unrecognized compensation expense | $ 1 | ||
Unrecognized compensation expense, period for recognition | 3 months |
Share Based Compensation - Rest
Share Based Compensation - Restricted Stock and Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Weighted-Average Grant Date Fair Value | |||
Aggregate intrinsic value of options exercised during period | $ 100 | $ 4,200 | $ 2,300 |
Aggregate intrinsic value of options outstanding | 3,300 | ||
Aggregate intrinsic value of options vested and exercisable | $ 2,600 | ||
Weighted average remaining contractual term | 6 years 6 months | ||
Restricted Stock and Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Unvested shares, beginning of year (in shares) | 118,074 | ||
Granted (in shares) | 187,188 | ||
Vested (in shares) | 85,337 | ||
Forfeited (in shares) | (35,828) | ||
Unvested shares, end of year (in shares) | 184,097 | 118,074 | |
Weighted-Average Grant Date Fair Value | |||
Unvested shares, beginning of year (in dollars per share) | $ 18.59 | ||
Granted (in dollars per share) | 17 | $ 18.59 | $ 15.82 |
Vested (in dollars per share) | 18.21 | ||
Forfeited (in dollars per share) | 17.83 | ||
Unvested shares, end of year (in dollars per share) | $ 17.30 | $ 18.59 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Number of Options | |||
Outstanding at beginning of period (in shares) | 498,427 | ||
Granted (in shares) | 326,249 | ||
Exercised (in shares) | (30,221) | ||
Forfeited (in shares) | (74,472) | ||
Outstanding at end of period (in shares) | 719,983 | 498,427 | |
Fully vested and expected to vest (in shares) | 412,585 | ||
Weighted Average Exercise Price per Share ($) | |||
Outstanding at beginning of period (in dollars per share) | $ 13.38 | ||
Granted (in dollars per share) | 16.92 | ||
Exercised (in dollars per share) | 16.10 | ||
Forfeited (in dollars per share) | 16.81 | ||
Outstanding at end of period (in dollars per share) | $ 14.45 | $ 13.38 | |
Aggregate intrinsic value of options exercised during period | $ 0.1 | $ 4.2 | $ 2.3 |
Fully vested and expected to vest (in dollars per share) | $ 12.77 | ||
Weighted average remaining contractual term | 6 years 6 months | ||
Aggregate intrinsic value | $ 3.3 | ||
Unrecognized compensation costs | 0.4 | ||
Stock-based compensation | $ 1.5 | $ 0.9 | $ 0.4 |
Share Based Compensation - Fair
Share Based Compensation - Fair Value Assumptions (Details) - Options - $ / shares | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 31.00% | 29.20% | 33.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 2.80% | 2.20% | 1.90% |
Expected term (in years) | 5 years 6 months | ||
Weighted-average grant-date fair value (in dollars per share) | $ 5.58 | $ 6.15 | $ 5.35 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 6 months | 5 years | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 5 years 6 months |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' contribution | 50.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Employer discretionary contribution amount | $ 2,200 | $ 1,900 | $ 1,900 |
Medical, dental and accident and sickness benefit expense | 12,100 | 14,300 | 13,600 |
Employee Compensation Plan | Management | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Bonus liabilities | 4,800 | 2,400 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contribution | 0 | 5,949 | |
Benefits paid | 7,341 | 7,137 | |
Benefit obligation | 163,572 | $ 144,484 | $ 144,737 |
Estimated net loss to be amortized from accumulated other comprehensive loss over next fiscal year | 1,700 | ||
Estimated future employer contributions in next fiscal year | $ 3,700 |
Benefit Plans - Projected Benef
Benefit Plans - Projected Benefit Obligation (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Change in benefit obligation | |||
Projected benefit obligation balance, beginning of year | $ 144,484 | $ 144,737 | |
Interest cost | 6,047 | 5,428 | $ 5,063 |
Assumption changes | 21,805 | 770 | |
Actuarial (gain) loss | (1,423) | 686 | |
Benefits paid | (7,341) | (7,137) | |
Projected benefit obligations balance, end of year | $ 163,572 | $ 144,484 | $ 144,737 |
Benefit Plans - Change in Plan
Benefit Plans - Change in Plan Assets (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 28, 2019 | Sep. 29, 2018 | |
Change in plan assets | ||
Fair value of plan assets, beginning of year | $ 123,471 | $ 112,311 |
Actual return on plan assets | 1,918 | 12,348 |
Employer contribution | 0 | 5,949 |
Expenses | 0 | 0 |
Benefits paid | (7,341) | (7,137) |
Fair value of plan assets, end of year | $ 118,048 | $ 123,471 |
Benefit Plans - Net Funded Stat
Benefit Plans - Net Funded Status (Details) - Pension Plan - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation | $ 163,572 | $ 144,484 | $ 144,737 |
Fair value of plan assets | 118,048 | 123,471 | $ 112,311 |
Funded status | (45,524) | (21,013) | |
Net pension liability recognized | $ (45,524) | $ (21,013) |
Benefit Plans - Fair Value of P
Benefit Plans - Fair Value of Plan Assets (Details) - Pension Plan - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 118,048 | $ 123,471 | $ 112,311 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 118,048 | 123,471 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 79,627 | 86,410 | |
Equity securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Equity securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 79,627 | 86,410 | |
Equity securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 38,421 | 37,061 | |
Debt securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Debt securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 38,421 | 37,061 | |
Debt securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
Benefit Plans - Amounts Recogni
Benefit Plans - Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net loss (gain) | $ (24,300) | $ (30,820) | $ (28,801) |
Amount reclassified out of selling, general and administrative expense | (89,642) | (86,911) | (67,836) |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 6,047 | 5,428 | 5,063 |
Expected return on plan assets | (7,619) | (7,105) | (6,359) |
Amortization of net loss | 2,758 | 3,521 | 6,291 |
Net periodic benefit cost (1) | 1,186 | 1,844 | 4,995 |
Net loss (gain) | 26,083 | (3,787) | (17,232) |
Amortization of net loss | (2,758) | (3,521) | (6,291) |
Total loss (gain) recognized in other comprehensive income | 23,325 | (7,308) | (23,523) |
Total loss (gain) recognized in net periodic pension benefit cost and other comprehensive income | $ 24,511 | (5,464) | (18,528) |
Accounting Standards Update 2017-07 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net loss (gain) | 0 | 0 | |
Amount reclassified out of selling, general and administrative expense | $ 1,844 | $ 4,995 |
Benefit Plans - Assumptions Use
Benefit Plans - Assumptions Used to Determine Benefit Obligations (Details) | Sep. 28, 2019 | Sep. 29, 2018 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.10% | 4.30% |
Benefit Plans - Assumptions U_2
Benefit Plans - Assumptions Used to Determine Net Benefit Cost (Details) - Pension Plan | 12 Months Ended | |
Sep. 28, 2019 | Sep. 29, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.30% | 3.85% |
Expected long-term return on plan assets | 6.37% | 6.37% |
Benefit Plans - Weighted Averag
Benefit Plans - Weighted Average Asset Allocations (Details) - Pension Plan | Sep. 28, 2019 | Sep. 29, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average allocations of plan assets | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average allocations of plan assets | 67.00% | 70.00% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average allocations of plan assets | 33.00% | 30.00% |
Benefit Plans - Expected Benefi
Benefit Plans - Expected Benefit Payments (Details) $ in Thousands | Sep. 28, 2019USD ($) |
Retirement Benefits [Abstract] | |
2020 | $ 7,958 |
2021 | 8,057 |
2022 | 8,251 |
2023 | 8,508 |
2024 | 8,758 |
2025 - 2029 | 45,678 |
Total expected future benefit payments | $ 87,210 |
Equity Investment in Affiliate
Equity Investment in Affiliate - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Oct. 14, 2009manufacturer | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of manufacturers before venture | manufacturer | 2 | |||
Equity investment in affiliate | $ 11,106 | $ 11,123 | ||
Equity in net income of non-consolidated affiliate | $ 2,242 | 1,327 | $ 3,307 | |
Micro Bird Holdings, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest in equity method investment (as a percent) | 50.00% | |||
Equity investment in affiliate | $ 11,100 | 11,100 | ||
Proceeds from equity method investment, distribution | 2,300 | 1,800 | 4,600 | |
Equity in net income of non-consolidated affiliate | $ 2,200 | $ 1,300 | $ 3,300 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | $ (28,336) | ||
Balance, ending period | (67,811) | $ (28,336) | |
Total AOCI | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | (38,427) | (43,875) | $ (58,891) |
Other comprehensive income (loss), gross | (26,083) | 3,787 | 17,576 |
Amounts reclassified from other comprehensive income and included in earnings | 2,758 | 3,521 | 5,967 |
Total other comprehensive income (loss), before taxes | (23,325) | 7,308 | 23,543 |
Income tax (expense) benefit | 5,598 | (1,860) | (8,527) |
Balance, ending period | (56,154) | (38,427) | (43,875) |
Defined Benefit Pension Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | (38,427) | (43,875) | (58,878) |
Other comprehensive income (loss), gross | (26,083) | 3,787 | 17,232 |
Amounts reclassified from other comprehensive income and included in earnings | 2,758 | 3,521 | 6,291 |
Total other comprehensive income (loss), before taxes | (23,325) | 7,308 | 23,523 |
Income tax (expense) benefit | 5,598 | (1,860) | (8,520) |
Balance, ending period | (56,154) | (38,427) | (43,875) |
Cash Flow Hedges (Effective Portion) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning period | 0 | 0 | (13) |
Other comprehensive income (loss), gross | 0 | 0 | 344 |
Amounts reclassified from other comprehensive income and included in earnings | 0 | 0 | (324) |
Total other comprehensive income (loss), before taxes | 0 | 0 | 20 |
Income tax (expense) benefit | 0 | 0 | (7) |
Balance, ending period | $ 0 | $ 0 | $ 0 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Allowance for Doubtful Accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 100 | $ 100 | $ 100 |
Charges to Expense/(Income) | 0 | 0 | 0 |
Doubtful Accounts Written Off, Net | 0 | 0 | 0 |
Ending Balance | 100 | 100 | 100 |
Deferred Tax Valuation Allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 1,432 | 650 | 558 |
Charges to Expense/(Income) | 1,203 | 847 | 92 |
Doubtful Accounts Written Off, Net | (159) | (65) | 0 |
Ending Balance | $ 2,476 | $ 1,432 | $ 650 |
Uncategorized Items - blbd-2019
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (714,000) |