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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Apogee Enterprises Inc | NASDAQ:APOG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 62.53 | 54.00 | 99.42 | 0 | 09:09:45 |
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Minnesota
|
|
|
|
41-0919654
|
(State or other jurisdiction of incorporation or organization)
|
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
4400 West 78th Street, Suite 520
|
Minneapolis
|
Minnesota
|
|
55435
|
(Address of principal executive offices)
|
|
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, par value $0.33 1/3 per share
|
|
APOG
|
|
NASDAQ Global Select Market
|
|
|
|
Page
|
PART I
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
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||
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|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
Item 1.
|
Financial Statements
|
(In thousands, except stock data)
|
|
May 30, 2020
|
|
February 29, 2020
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
11,636
|
|
|
$
|
14,952
|
|
Receivables, net of allowance for doubtful accounts
|
|
156,304
|
|
|
196,806
|
|
||
Inventories
|
|
75,285
|
|
|
71,089
|
|
||
Costs and earnings on contracts in excess of billings
|
|
65,980
|
|
|
73,582
|
|
||
Other current assets
|
|
21,488
|
|
|
25,481
|
|
||
Total current assets
|
|
330,693
|
|
|
381,910
|
|
||
Property, plant and equipment, net
|
|
320,073
|
|
|
324,386
|
|
||
Operating lease right-of-use assets
|
|
49,911
|
|
|
52,892
|
|
||
Goodwill
|
|
190,544
|
|
|
185,516
|
|
||
Intangible assets
|
|
136,071
|
|
|
140,191
|
|
||
Other non-current assets
|
|
44,332
|
|
|
44,096
|
|
||
Total assets
|
|
$
|
1,071,624
|
|
|
$
|
1,128,991
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
62,369
|
|
|
$
|
69,056
|
|
Accrued payroll and related benefits
|
|
25,630
|
|
|
40,119
|
|
||
Billings on contracts in excess of costs and earnings
|
|
15,321
|
|
|
32,696
|
|
||
Operating lease liabilities
|
|
10,462
|
|
|
11,272
|
|
||
Current portion of debt
|
|
155,400
|
|
|
5,400
|
|
||
Other current liabilities
|
|
110,348
|
|
|
118,314
|
|
||
Total current liabilities
|
|
379,530
|
|
|
276,857
|
|
||
Long-term debt
|
|
55,500
|
|
|
212,500
|
|
||
Non-current operating lease liabilities
|
|
40,814
|
|
|
43,163
|
|
||
Non-current self-insurance reserves
|
|
24,140
|
|
|
22,831
|
|
||
Other non-current liabilities
|
|
67,496
|
|
|
56,862
|
|
||
Commitments and contingent liabilities (Note 8)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 26,368,864 and 26,443,166 respectively
|
|
8,790
|
|
|
8,814
|
|
||
Additional paid-in capital
|
|
153,862
|
|
|
154,016
|
|
||
Retained earnings
|
|
382,225
|
|
|
388,010
|
|
||
Common stock held in trust
|
|
(696
|
)
|
|
(685
|
)
|
||
Deferred compensation obligations
|
|
696
|
|
|
685
|
|
||
Accumulated other comprehensive loss
|
|
(40,733
|
)
|
|
(34,062
|
)
|
||
Total shareholders’ equity
|
|
504,144
|
|
|
516,778
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,071,624
|
|
|
$
|
1,128,991
|
|
|
|
Three Months Ended
|
||||||
(In thousands, except per share data)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Net sales
|
|
$
|
289,095
|
|
|
$
|
355,365
|
|
Cost of sales
|
|
228,844
|
|
|
274,398
|
|
||
Gross profit
|
|
60,251
|
|
|
80,967
|
|
||
Selling, general and administrative expenses
|
|
53,782
|
|
|
57,926
|
|
||
Operating income
|
|
6,469
|
|
|
23,041
|
|
||
Interest and other expense, net
|
|
2,463
|
|
|
2,611
|
|
||
Earnings before income taxes
|
|
4,006
|
|
|
20,430
|
|
||
Income tax expense
|
|
1,130
|
|
|
4,987
|
|
||
Net earnings
|
|
$
|
2,876
|
|
|
$
|
15,443
|
|
Earnings per share - basic
|
|
$
|
0.11
|
|
|
$
|
0.58
|
|
Earnings per share - diluted
|
|
$
|
0.11
|
|
|
$
|
0.58
|
|
Weighted average basic shares outstanding
|
|
26,168
|
|
|
26,597
|
|
||
Weighted average diluted shares outstanding
|
|
26,418
|
|
|
26,843
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Net earnings
|
|
$
|
2,876
|
|
|
$
|
15,443
|
|
Other comprehensive (loss) earnings:
|
|
|
|
|
||||
Unrealized gain on marketable securities, net of $26 and $47 of tax expense, respectively
|
|
97
|
|
|
181
|
|
||
Unrealized (loss) gain on derivative instruments, net of ($189) and $2 of tax (benefit) expense, respectively
|
|
(617
|
)
|
|
5
|
|
||
Foreign currency translation adjustments
|
|
(6,151
|
)
|
|
(2,560
|
)
|
||
Other comprehensive loss
|
|
(6,671
|
)
|
|
(2,374
|
)
|
||
Total comprehensive (loss) earnings
|
|
$
|
(3,795
|
)
|
|
$
|
13,069
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Operating Activities
|
|
|
|
|
||||
Net earnings
|
|
$
|
2,876
|
|
|
$
|
15,443
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
12,540
|
|
|
11,102
|
|
||
Share-based compensation
|
|
1,406
|
|
|
1,618
|
|
||
Deferred income taxes
|
|
(738
|
)
|
|
6,438
|
|
||
Noncash lease expense
|
|
2,945
|
|
|
2,902
|
|
||
Other, net
|
|
1,039
|
|
|
(1,762
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables
|
|
39,650
|
|
|
(16,982
|
)
|
||
Inventories
|
|
(4,700
|
)
|
|
835
|
|
||
Costs and earnings on contracts in excess of billings
|
|
7,558
|
|
|
(6,007
|
)
|
||
Accounts payable and accrued expenses
|
|
(22,334
|
)
|
|
(15,317
|
)
|
||
Billings on contracts in excess of costs and earnings
|
|
(17,181
|
)
|
|
(1,198
|
)
|
||
Refundable and accrued income taxes
|
|
2,847
|
|
|
(4,369
|
)
|
||
Operating lease liability
|
|
(2,781
|
)
|
|
(1,517
|
)
|
||
Other
|
|
849
|
|
|
(928
|
)
|
||
Net cash provided (used) by operating activities
|
|
23,976
|
|
|
(9,742
|
)
|
||
Investing Activities
|
|
|
|
|
||||
Capital expenditures
|
|
(8,606
|
)
|
|
(11,198
|
)
|
||
Other
|
|
(1,082
|
)
|
|
(824
|
)
|
||
Net cash used by investing activities
|
|
(9,688
|
)
|
|
(12,022
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Borrowings on line of credit
|
|
139,500
|
|
|
103,000
|
|
||
Payments on line of credit
|
|
(146,500
|
)
|
|
(55,500
|
)
|
||
Repurchase and retirement of common stock
|
|
(4,731
|
)
|
|
(20,010
|
)
|
||
Dividends paid
|
|
(4,872
|
)
|
|
(4,598
|
)
|
||
Other
|
|
(731
|
)
|
|
(1,270
|
)
|
||
Net cash (used) provided by financing activities
|
|
(17,334
|
)
|
|
21,622
|
|
||
Decrease in cash and cash equivalents
|
|
(3,046
|
)
|
|
(142
|
)
|
||
Effect of exchange rates on cash
|
|
(270
|
)
|
|
(143
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of year
|
|
14,952
|
|
|
29,241
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
11,636
|
|
|
$
|
28,956
|
|
Noncash Activity
|
|
|
|
|
||||
Capital expenditures in accounts payable
|
|
$
|
1,458
|
|
|
$
|
1,667
|
|
(In thousands)
|
|
Common Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Common Stock Held in Trust
|
|
Deferred Compensation Obligation
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Shareholders' Equity
|
|||||||||||||||
Balance at February 29, 2020
|
|
26,443
|
|
|
$
|
8,814
|
|
|
$
|
154,016
|
|
|
$
|
388,010
|
|
|
$
|
(685
|
)
|
|
$
|
685
|
|
|
$
|
(34,062
|
)
|
|
$
|
516,778
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,876
|
|
|||||||
Unrealized gain on marketable securities, net of $26 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
97
|
|
|||||||
Unrealized loss on foreign currency hedge, net of $189 tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(617
|
)
|
|
(617
|
)
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,151
|
)
|
|
(6,151
|
)
|
|||||||
Issuance of stock, net of cancellations
|
|
183
|
|
|
62
|
|
|
(39
|
)
|
|
—
|
|
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
23
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
1,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,406
|
|
|||||||
Share repurchases
|
|
(231
|
)
|
|
(77
|
)
|
|
(1,370
|
)
|
|
(3,284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,731
|
)
|
|||||||
Other share retirements
|
|
(26
|
)
|
|
(9
|
)
|
|
(151
|
)
|
|
(505
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(665
|
)
|
|||||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,872
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,872
|
)
|
|||||||
Balance at May 30, 2020
|
|
26,369
|
|
|
$
|
8,790
|
|
|
$
|
153,862
|
|
|
$
|
382,225
|
|
|
$
|
(696
|
)
|
|
$
|
696
|
|
|
$
|
(40,733
|
)
|
|
$
|
504,144
|
|
(In thousands)
|
|
Common Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Common Stock Held in Trust
|
|
Deferred Compensation Obligation
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Shareholders' Equity
|
|||||||||||||||
Balance at March 2, 2019
|
|
27,015
|
|
|
$
|
9,005
|
|
|
$
|
151,842
|
|
|
$
|
367,597
|
|
|
$
|
(755
|
)
|
|
$
|
755
|
|
|
$
|
(32,127
|
)
|
|
$
|
496,317
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,443
|
|
|||||||
Unrealized gain on marketable securities, net of $47 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|
181
|
|
|||||||
Unrealized gain on foreign currency hedge, net of $2 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,560
|
)
|
|
(2,560
|
)
|
|||||||
Issuance of stock, net of cancellations
|
|
79
|
|
|
26
|
|
|
14
|
|
|
—
|
|
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
40
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
1,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,618
|
|
|||||||
Share repurchases
|
|
(532
|
)
|
|
(177
|
)
|
|
(3,051
|
)
|
|
(16,782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,010
|
)
|
|||||||
Other share retirements
|
|
(32
|
)
|
|
(11
|
)
|
|
(183
|
)
|
|
(1,266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,460
|
)
|
|||||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,598
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,598
|
)
|
|||||||
Balance at June 1, 2019
|
|
26,530
|
|
|
$
|
8,843
|
|
|
$
|
150,240
|
|
|
$
|
360,394
|
|
|
$
|
(767
|
)
|
|
$
|
767
|
|
|
$
|
(34,501
|
)
|
|
$
|
484,976
|
|
1.
|
Summary of Significant Accounting Policies
|
2.
|
Revenue, Receivables and Contract Assets and Liabilities
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Recognized at shipment
|
|
$
|
116,163
|
|
|
$
|
155,265
|
|
Recognized over time
|
|
172,932
|
|
|
200,100
|
|
||
Total
|
|
$
|
289,095
|
|
|
$
|
355,365
|
|
(In thousands)
|
|
May 30, 2020
|
|
February 29, 2020
|
||||
Trade accounts
|
|
$
|
122,092
|
|
|
$
|
141,126
|
|
Construction contracts
|
|
12,630
|
|
|
20,808
|
|
||
Contract retainage
|
|
23,778
|
|
|
37,341
|
|
||
Total receivables
|
|
158,500
|
|
|
199,275
|
|
||
Less: allowance for credit losses
|
|
(2,196
|
)
|
|
(2,469
|
)
|
||
Net receivables
|
|
$
|
156,304
|
|
|
$
|
196,806
|
|
(In thousands)
|
|
May 30, 2020
|
||
Beginning balance
|
|
$
|
2,469
|
|
Additions charged to costs and expenses
|
|
69
|
|
|
Deductions from allowance, net of recoveries
|
|
(274
|
)
|
|
Other changes (1)
|
|
(68
|
)
|
|
Ending balance
|
|
$
|
2,196
|
|
(1) Result of foreign currency effects
|
|
|
(In thousands)
|
|
May 30, 2020
|
|
February 29, 2020
|
||||
Contract assets
|
|
$
|
89,757
|
|
|
$
|
110,923
|
|
Contract liabilities
|
|
18,209
|
|
|
35,954
|
|
Other contract-related disclosures
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Revenue recognized related to contract liabilities from prior year-end
|
|
$
|
13,011
|
|
|
$
|
14,194
|
|
Revenue recognized related to prior satisfaction of performance obligations
|
|
2,877
|
|
|
1,949
|
|
(In thousands)
|
|
May 30, 2020
|
||
Within one year
|
|
$
|
434,077
|
|
Within two years
|
|
417,457
|
|
|
Beyond
|
|
144,325
|
|
|
Total
|
|
$
|
995,859
|
|
3.
|
Supplemental Balance Sheet Information
|
(In thousands)
|
|
May 30, 2020
|
|
February 29, 2020
|
||||
Raw materials
|
|
$
|
38,502
|
|
|
$
|
36,611
|
|
Work-in-process
|
|
17,221
|
|
|
17,520
|
|
||
Finished goods
|
|
19,562
|
|
|
16,958
|
|
||
Total inventories
|
|
$
|
75,285
|
|
|
$
|
71,089
|
|
(In thousands)
|
|
May 30, 2020
|
|
February 29, 2020
|
||||
Warranties
|
|
$
|
12,421
|
|
|
$
|
12,822
|
|
Accrued project losses
|
|
48,054
|
|
|
48,962
|
|
||
Property and other taxes
|
|
6,315
|
|
|
5,952
|
|
||
Accrued self-insurance reserves
|
|
7,343
|
|
|
8,307
|
|
||
Other
|
|
36,215
|
|
|
42,271
|
|
||
Total other current liabilities
|
|
$
|
110,348
|
|
|
$
|
118,314
|
|
(In thousands)
|
|
May 30, 2020
|
|
February 29, 2020
|
||||
Deferred benefit from New Market Tax Credit transactions
|
|
$
|
15,717
|
|
|
$
|
15,717
|
|
Retirement plan obligations
|
|
8,242
|
|
|
8,294
|
|
||
Deferred compensation plan
|
|
8,298
|
|
|
8,452
|
|
||
Deferred tax liabilities
|
|
13,915
|
|
|
7,940
|
|
||
Other
|
|
21,324
|
|
|
16,459
|
|
||
Total other non-current liabilities
|
|
$
|
67,496
|
|
|
$
|
56,862
|
|
4.
|
Financial Instruments
|
(In thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated
Fair Value
|
||||||||
May 30, 2020
|
|
$
|
12,595
|
|
|
$
|
403
|
|
|
$
|
5
|
|
|
$
|
12,993
|
|
February 29, 2020
|
|
11,692
|
|
|
275
|
|
|
—
|
|
|
11,967
|
|
(In thousands)
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Due within one year
|
|
$
|
898
|
|
|
$
|
911
|
|
Due after one year through five years
|
|
7,017
|
|
|
7,255
|
|
||
Due after five years through 10 years
|
|
3,880
|
|
|
4,019
|
|
||
Due beyond 15 years
|
|
800
|
|
|
808
|
|
||
Total
|
|
$
|
12,595
|
|
|
$
|
12,993
|
|
(In thousands)
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Other Observable Inputs (Level 2)
|
|
Total Fair Value
|
||||||
May 30, 2020
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
3,689
|
|
|
$
|
—
|
|
|
$
|
3,689
|
|
Commercial paper
|
|
—
|
|
|
500
|
|
|
500
|
|
|||
Municipal and corporate bonds
|
|
—
|
|
|
12,993
|
|
|
12,993
|
|
|||
Cash surrender value of life insurance
|
|
—
|
|
|
15,777
|
|
|
15,777
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Deferred compensation
|
|
—
|
|
|
13,889
|
|
|
13,889
|
|
|||
Foreign currency forward/option contract
|
|
—
|
|
|
239
|
|
|
239
|
|
|||
Interest rate swap contract
|
|
—
|
|
|
1,085
|
|
|
1,085
|
|
|||
|
|
|
|
|
|
|
||||||
February 29, 2020
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
2,689
|
|
|
$
|
—
|
|
|
$
|
2,689
|
|
Commercial paper
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
|||
Municipal and corporate bonds
|
|
—
|
|
|
11,967
|
|
|
11,967
|
|
|||
Cash surrender value of life insurance
|
|
—
|
|
|
16,560
|
|
|
16,560
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Deferred compensation
|
|
—
|
|
|
14,042
|
|
|
14,042
|
|
|||
Foreign currency forward/option contract
|
|
—
|
|
|
340
|
|
|
340
|
|
|||
Interest rate swap contract
|
|
—
|
|
|
561
|
|
|
561
|
|
5.
|
Goodwill and Other Identifiable Intangible Assets
|
(In thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
|
||||||||
May 30, 2020
|
|
|
|
|
|
|
|
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
119,647
|
|
|
$
|
(34,136
|
)
|
|
$
|
(2,304
|
)
|
|
$
|
83,207
|
|
Other intangibles
|
|
41,095
|
|
|
(32,271
|
)
|
|
(824
|
)
|
|
8,000
|
|
||||
Total definite-lived intangible assets
|
|
160,742
|
|
|
(66,407
|
)
|
|
(3,128
|
)
|
|
91,207
|
|
||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
|
45,300
|
|
|
—
|
|
|
(436
|
)
|
|
44,864
|
|
||||
Total intangible assets
|
|
$
|
206,042
|
|
|
$
|
(66,407
|
)
|
|
$
|
(3,564
|
)
|
|
$
|
136,071
|
|
February 29, 2020
|
|
|
|
|
|
|
|
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
120,239
|
|
|
$
|
(33,121
|
)
|
|
$
|
(592
|
)
|
|
$
|
86,526
|
|
Other intangibles
|
|
41,069
|
|
|
(32,516
|
)
|
|
(189
|
)
|
|
8,364
|
|
||||
Total definite-lived intangible assets
|
|
161,308
|
|
|
(65,637
|
)
|
|
(781
|
)
|
|
94,890
|
|
||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
|
45,421
|
|
|
—
|
|
|
(120
|
)
|
|
45,301
|
|
||||
Total intangible assets
|
|
$
|
206,729
|
|
|
$
|
(65,637
|
)
|
|
$
|
(901
|
)
|
|
$
|
140,191
|
|
(In thousands)
|
|
Remainder of Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Fiscal 2024
|
|
Fiscal 2025
|
||||||||||
Estimated amortization expense
|
|
$
|
5,858
|
|
|
$
|
7,807
|
|
|
$
|
7,716
|
|
|
$
|
7,039
|
|
|
$
|
7,111
|
|
6.
|
Debt
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Operating lease cost
|
|
$
|
3,561
|
|
|
$
|
3,373
|
|
Short-term lease cost
|
|
470
|
|
|
682
|
|
||
Variable lease cost
|
|
747
|
|
|
713
|
|
||
Total lease cost
|
|
$
|
4,778
|
|
|
$
|
4,768
|
|
|
|
Three Months Ended
|
||||||
(In thousands except weighted-average data)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
3,327
|
|
|
$
|
3,300
|
|
Lease assets obtained in exchange for new operating lease liabilities
|
|
$
|
158
|
|
|
$
|
706
|
|
Weighted-average remaining lease term - operating leases
|
|
5.8 years
|
|
|
5.5 years
|
|
||
Weighted-average discount rate - operating leases
|
|
3.60
|
%
|
|
3.74
|
%
|
(In thousands)
|
|
May 30, 2020
|
||
Remainder of Fiscal 2021
|
|
$
|
9,168
|
|
Fiscal 2022
|
|
10,933
|
|
|
Fiscal 2023
|
|
10,070
|
|
|
Fiscal 2024
|
|
8,090
|
|
|
Fiscal 2025
|
|
6,256
|
|
|
Fiscal 2026
|
|
5,008
|
|
|
Thereafter
|
|
6,378
|
|
|
Total lease payments
|
|
55,903
|
|
|
Less: Amounts representing interest
|
|
(4,627
|
)
|
|
Present value of lease liabilities
|
|
$
|
51,276
|
|
8.
|
Commitments and Contingent Liabilities
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Balance at beginning of period
|
|
$
|
15,629
|
|
|
$
|
16,737
|
|
Additional accruals
|
|
511
|
|
|
1,787
|
|
||
Claims paid
|
|
(939
|
)
|
|
(2,771
|
)
|
||
Balance at end of period
|
|
$
|
15,201
|
|
|
$
|
15,753
|
|
Inception date
|
|
Termination date
|
|
Proceeds received
|
|
Deferred costs
|
|
Net benefit
|
||||||
November 2013
|
|
October 2020
|
|
$
|
10.7
|
|
|
$
|
3.3
|
|
|
$
|
7.4
|
|
June 2016
|
|
May 2023
|
|
6.0
|
|
|
1.2
|
|
|
4.8
|
|
|||
August 2018
|
|
July 2025
|
|
6.6
|
|
|
1.3
|
|
|
5.3
|
|
|||
September 2018
|
|
August 2025
|
|
3.2
|
|
|
1.0
|
|
|
2.2
|
|
|||
Total
|
|
|
|
$
|
26.5
|
|
|
$
|
6.8
|
|
|
$
|
19.7
|
|
9.
|
Share-Based Compensation
|
Stock options and SARs
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at February 29, 2020
|
|
100,341
|
|
|
$
|
8.34
|
|
|
|
|
|
||
Awards exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding and exercisable at May 30, 2020
|
|
100,341
|
|
|
$
|
8.34
|
|
|
1.3 years
|
|
$
|
1,235,198
|
|
Nonvested shares and units
|
|
Number of Shares and Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at February 29, 2020
|
|
309,259
|
|
|
$
|
40.58
|
|
Granted
|
|
182,693
|
|
|
18.86
|
|
|
Vested
|
|
(61,318
|
)
|
|
43.61
|
|
|
Nonvested at May 30, 2020
|
|
430,634
|
|
|
$
|
30.93
|
|
10.
|
Income Taxes
|
11.
|
Earnings per Share
|
|
|
Three Months Ended
|
||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||
Basic earnings per share – weighted average common shares outstanding
|
|
26,168
|
|
|
26,597
|
|
Weighted average effect of nonvested share grants and assumed exercise of stock options
|
|
250
|
|
|
246
|
|
Diluted earnings per share – weighted average common shares and potential common shares outstanding
|
|
26,418
|
|
|
26,843
|
|
Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares)
|
|
150
|
|
|
104
|
|
12.
|
Segment Information
|
•
|
The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems comprising the outside skin and entrances of commercial, institutional and high-end multi-family residential buildings. The Company has aggregated six operating segments into this reporting segment based on their similar products, customers, distribution methods, production processes and economic characteristics.
|
•
|
The Architectural Glass segment fabricates coated, high-performance glass used in customized window and wall systems comprising the outside skin of commercial, institutional and high-end multi-family residential buildings.
|
•
|
The Architectural Services segment designs, engineers, fabricates and installs the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings.
|
•
|
The LSO segment manufactures value-added glass and acrylic products primarily for framing and display applications.
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Net sales from operations
|
|
|
|
|
||||
Architectural Framing Systems
|
|
$
|
150,164
|
|
|
$
|
180,522
|
|
Architectural Glass
|
|
76,911
|
|
|
100,291
|
|
||
Architectural Services
|
|
63,551
|
|
|
65,147
|
|
||
Large-Scale Optical
|
|
6,312
|
|
|
21,259
|
|
||
Intersegment eliminations
|
|
(7,843
|
)
|
|
(11,854
|
)
|
||
Net sales
|
|
$
|
289,095
|
|
|
$
|
355,365
|
|
Operating income (loss) from operations
|
|
|
|
|
||||
Architectural Framing Systems
|
|
$
|
7,296
|
|
|
$
|
12,273
|
|
Architectural Glass
|
|
(494
|
)
|
|
6,399
|
|
||
Architectural Services
|
|
5,343
|
|
|
4,573
|
|
||
Large-Scale Optical
|
|
(3,132
|
)
|
|
4,177
|
|
||
Corporate and other
|
|
(2,544
|
)
|
|
(4,381
|
)
|
||
Operating income
|
|
$
|
6,469
|
|
|
$
|
23,041
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
||||
|
May 30, 2020
|
|
June 1, 2019
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
79.2
|
|
|
77.2
|
|
Gross profit
|
20.8
|
|
|
22.8
|
|
Selling, general and administrative expenses
|
18.6
|
|
|
16.3
|
|
Operating income
|
2.2
|
|
|
6.5
|
|
Interest and other expense, net
|
0.9
|
|
|
0.7
|
|
Earnings before income taxes
|
1.4
|
|
|
5.7
|
|
Income tax expense
|
0.4
|
|
|
1.4
|
|
Net earnings
|
1.0
|
%
|
|
4.3
|
%
|
Effective tax rate
|
28.2
|
%
|
|
24.4
|
%
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
|
% Change
|
|||||
Net sales
|
|
$
|
150,164
|
|
|
$
|
180,522
|
|
|
(16.8
|
)%
|
Operating income
|
|
7,296
|
|
|
12,273
|
|
|
(40.6
|
)%
|
||
Operating margin
|
|
4.9
|
%
|
|
6.8
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
|
% Change
|
|||||
Net sales
|
|
$
|
76,911
|
|
|
$
|
100,291
|
|
|
(23.3
|
)%
|
Operating income
|
|
(494
|
)
|
|
6,399
|
|
|
N/M
|
|||
Operating margin
|
|
(0.6
|
)%
|
|
6.4
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
|
% Change
|
|||||
Net sales
|
|
$
|
63,551
|
|
|
$
|
65,147
|
|
|
(2.4
|
)%
|
Operating income
|
|
5,343
|
|
|
4,573
|
|
|
16.8
|
%
|
||
Operating margin
|
|
8.4
|
%
|
|
7.0
|
%
|
|
|
|
|
Three Months Ended
|
|||||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
|
% Change
|
|||||
Net sales
|
|
$
|
6,312
|
|
|
$
|
21,259
|
|
|
(70.3
|
)%
|
Operating income
|
|
(3,132
|
)
|
|
4,177
|
|
|
N/M
|
|||
Operating margin
|
|
(49.6
|
)%
|
|
19.6
|
%
|
|
|
Selected cash flow data
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
May 30, 2020
|
|
June 1, 2019
|
||||
Operating Activities
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
23,976
|
|
|
$
|
(9,742
|
)
|
Investing Activities
|
|
|
|
|
||||
Capital expenditures
|
|
(8,606
|
)
|
|
(11,198
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Borrowings on line of credit
|
|
139,500
|
|
|
103,000
|
|
||
Payments on line of credit
|
|
(146,500
|
)
|
|
(55,500
|
)
|
||
Repurchase and retirement of common stock
|
|
(4,731
|
)
|
|
(20,010
|
)
|
||
Dividends paid
|
|
(4,872
|
)
|
|
(4,598
|
)
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||||||||||
(In thousands)
|
|
Remainder of Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Fiscal 2024
|
|
Fiscal 2025
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt obligations
|
|
$
|
5,400
|
|
|
$
|
152,000
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
40,500
|
|
|
$
|
12,000
|
|
|
$
|
210,900
|
|
Operating leases (undiscounted)
|
|
9,168
|
|
|
10,933
|
|
|
10,070
|
|
|
8,090
|
|
|
6,256
|
|
|
11,386
|
|
|
55,903
|
|
|||||||
Purchase obligations
|
|
146,927
|
|
|
29,868
|
|
|
277
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
177,199
|
|
|||||||
Total cash obligations
|
|
$
|
161,495
|
|
|
$
|
192,801
|
|
|
$
|
11,347
|
|
|
$
|
8,217
|
|
|
$
|
46,756
|
|
|
$
|
23,386
|
|
|
$
|
444,002
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
a)
|
Evaluation of disclosure controls and procedures: As of the end of the period covered by this report (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
|
b)
|
Changes in internal controls: There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended May 30, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased (a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
|
|
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (b)
|
|||||
March 1, 2020 to March 28, 2020
|
|
234,272
|
|
|
$
|
21.72
|
|
|
231,492
|
|
|
2,063,596
|
|
March 29, 2020 to April 25, 2020
|
|
2,590
|
|
|
18.83
|
|
|
—
|
|
|
2,063,596
|
|
|
April 26, 2020 to May 30, 2020
|
|
20,133
|
|
|
20.48
|
|
|
—
|
|
|
2,063,596
|
|
|
Total
|
|
256,995
|
|
|
$
|
20.86
|
|
|
231,492
|
|
|
2,063,596
|
|
(a)
|
The shares in this column represent the total number of shares that were repurchased by us pursuant to our publicly announced repurchase program, plus the shares surrendered to us by plan participants to satisfy withholding tax obligations related to share-based compensation.
|
(b)
|
In fiscal 2004, announced on April 10, 2003, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock. The Board increased the authorization by 750,000 shares, announced on January 24, 2008; by 1,000,000 shares on each of the announcement dates of October 8, 2008, January 13, 2016, January 9, 2018, and January 14, 2020; and by 2,000,000 shares, announced on October 3, 2018. The repurchase program does not have an expiration date.
|
Item 6.
|
Exhibits
|
101
|
The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2020 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of May 30, 2020 and February 29, 2020, (ii) the Consolidated Results of Operations for the three-months ended May 30, 2020 and June 1, 2019, (iii) the Consolidated Statements of Comprehensive Earnings for the three-months ended May 30, 2020 and June 1, 2019, (iv) the Consolidated Statements of Cash Flows for the three-months ended May 30, 2020 and June 1, 2019, (v) the Consolidated Statements of Shareholders' Equity for the three-months ended May 30, 2020 and June 1, 2019, and (vi) Notes to Consolidated Financial Statements.
|
104
|
Cover Page, formatted as Inline Extensible Business Reporting Language and contained in Exhibit 101.
|
|
|
APOGEE ENTERPRISES, INC.
|
|
|
|
|
|
Date: July 9, 2020
|
|
By: /s/ Joseph F. Puishys
|
|
|
|
|
Joseph F. Puishys
President and Chief
Executive Officer
(Principal Executive Officer)
|
Date: July 9, 2020
|
|
By: /s/ Nisheet Gupta
|
|
|
|
|
Nisheet Gupta
Executive Vice President and
Chief Financial Officer (Principal Financial and
Accounting Officer)
|
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