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x
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Minnesota
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41-0919654
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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|
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4400 West 78
th
Street – Suite 520,
Minneapolis, MN
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55435
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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Name of each exchange on which registered
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||
Common Stock, $0.33 1/3 Par Value
|
|
The NASDAQ Stock Market LLC
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Page
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•
|
The
Architectural Framing Systems
segment designs, engineers, fabricates and finishes the aluminum frames used in customized window, curtainwall, storefront and entrance systems comprising the outside skin of buildings. For fiscal
2018
, this segment accounted for approximately
51 percent
of our net sales.
|
•
|
The
Architectural Glass
segment fabricates coated, high-performance glass used globally in customized window and wall systems. For fiscal
2018
, this segment accounted for approximately
26 percent
of our net sales.
|
•
|
The
Architectural Services
segment provides building glass and curtainwall installation services. For fiscal
2018
, this segment accounted for approximately
16 percent
of our net sales.
|
•
|
The
Large-Scale Optical Technologies
(LSO) segment manufactures value-added coated glass and acrylic products for framing and display applications. For fiscal
2018
, this segment accounted for approximately
7 percent
of our net sales.
|
Name
|
|
Age
|
|
Positions with Apogee Enterprises and Employment History
|
Joseph F. Puishys
|
|
59
|
|
Chief Executive Officer and President of the Company since 2011. President of Honeywell's Environmental and Combustion Controls division from 2008 through 2011, President of Honeywell's Building Solutions from 2005 through 2008, and President of Honeywell Building Solutions, America from 2004 to 2005.
|
James S. Porter
|
|
57
|
|
Chief Financial Officer since 2005 and Executive Vice President since 2015. Vice President of Strategy and Planning from 2002 through 2005. Various management positions within the Company since 1997.
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Patricia A. Beithon
|
|
64
|
|
General Counsel and Secretary since 1999.
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Gary R. Johnson
|
|
56
|
|
Vice President, Treasurer since 2001. Various management positions within the Company since 1995.
|
John A. Klein
|
|
61
|
|
President of EFCO Corporation, a subsidiary of the Company, since February 2018. Senior Vice President, Operations and Supply Chain Management of the Company from 2012 through January 2018. Director of Operations at Cooper Industries' Power Systems Division from 2008 through 2012, and Vice President of Operations at Rexnord Industries' Bearing Division from 2005 through 2007.
|
•
|
diversion of management’s attention from existing business activities;
|
•
|
difficulties or delays in integrating and assimilating information and financial systems, operations and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings and synergies;
|
•
|
potential loss of key employees, customers and suppliers of the acquired businesses or adverse effects on relationships with existing customers and suppliers;
|
•
|
adverse impact on overall profitability if the acquired business does not achieve the return on investment projected at the time of acquisition; and
|
•
|
inaccurate assessment of additional post-acquisition capital investments, undisclosed, contingent or other liabilities, problems executing backlog of material supply or installation projects, unanticipated costs and an inability to recover or manage such liabilities and costs.
|
Property Location
|
|
Owned/ Leased
|
|
Function
|
Architectural Framing Systems segment
|
|
|
|
|
Wausau, WI
|
|
Owned
|
|
Manufacturing/Administrative
|
Stratford, WI
|
|
Owned
|
|
Manufacturing
|
Reed City, MI
|
|
Owned
|
|
Manufacturing
|
Walker, MI
|
|
Leased
|
|
Manufacturing/Administrative
|
Dallas, TX
|
|
Leased
|
|
Manufacturing
|
Toronto, ON Canada
|
|
Leased
|
|
Manufacturing/Warehouse/Administrative
|
Toronto, ON Canada
|
|
Owned
|
|
Manufacturing
|
Brampton, ON Canada
|
|
Leased
|
|
Manufacturing/Warehouse/Administrative
|
Verona, VA
|
|
Leased
|
|
Manufacturing/Warehouse/Administrative
|
Springfield, MO
|
|
Leased
|
|
Manufacturing/Warehouse/Administrative
|
Monett, MO
|
|
Owned
|
|
Manufacturing/Warehouse/Administrative
|
Architectural Glass segment
|
|
|
|
|
Owatonna, MN
|
|
Owned
|
|
Manufacturing/Administrative
|
Owatonna, MN
|
|
Leased
|
|
Warehouse
|
Statesboro, GA
|
|
Owned
|
|
Manufacturing/Warehouse
|
St. George, UT
|
|
Owned
(1)
|
|
Manufacturing/Warehouse
|
Nazaré Paulista, Brazil
|
|
Owned
(2)
|
|
Manufacturing/Administrative
|
Architectural Services segment
|
|
|
|
|
Minneapolis, MN
|
|
Leased
|
|
Administrative
|
West Chester, OH
|
|
Leased
|
|
Manufacturing
|
Mesquite, TX
|
|
Leased
|
|
Manufacturing
|
Glen Burnie, MD
|
|
Leased
|
|
Manufacturing
|
Orlando, FL
|
|
Leased
|
|
Manufacturing
|
LSO segment
|
|
|
|
|
McCook, IL
|
|
Owned
|
|
Manufacturing/Warehouse/Administrative
|
Faribault, MN
|
|
Owned
|
|
Manufacturing/Administrative
|
Other
|
|
|
|
|
Minneapolis, MN
|
|
Leased
|
|
Administrative
|
(1)
|
Facility was closed in March 2018 and is classified as held-for-sale as of March 3, 2018.
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(2)
|
This is an owned facility; however, the land is leased from the city.
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|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year-end
|
||||||||||||||||||||||
|
|
Low
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High
|
|
Low
|
High
|
|
Low
|
High
|
|
Low
|
High
|
|
Close
|
||||||||||||||||||
2018
|
|
$
|
50.72
|
|
$
|
59.61
|
|
|
$
|
41.01
|
|
$
|
58.13
|
|
|
$
|
43.35
|
|
$
|
50.12
|
|
|
$
|
42.01
|
|
$
|
50.88
|
|
|
$
|
43.97
|
|
2017
|
|
39.93
|
|
45.94
|
|
|
41.50
|
|
48.88
|
|
|
39.96
|
|
49.17
|
|
|
47.64
|
|
59.38
|
|
|
58.19
|
|
|||||||||
2016
|
|
42.35
|
|
56.27
|
|
|
49.60
|
|
60.16
|
|
|
43.90
|
|
57.86
|
|
|
34.52
|
|
50.53
|
|
|
39.41
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2018
|
|
$
|
0.1400
|
|
|
$
|
0.1400
|
|
|
$
|
0.1400
|
|
|
$
|
0.1575
|
|
|
$
|
0.5775
|
|
2017
|
|
0.1250
|
|
|
0.1250
|
|
|
0.1250
|
|
|
0.1400
|
|
|
0.5150
|
|
|||||
2016
|
|
0.1100
|
|
|
0.1100
|
|
|
0.1100
|
|
|
0.1250
|
|
|
0.4550
|
|
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)
|
|||||
December 3, 2017 through December 30, 2017
|
75,080
|
|
|
$
|
45.89
|
|
|
74,900
|
|
|
667,467
|
|
December 31, 2017 through January 27, 2018
|
226,251
|
|
|
45.13
|
|
|
225,998
|
|
|
1,441,469
|
|
|
January 28, 2018 through March 3, 2018
|
205,678
|
|
|
45.59
|
|
|
201,401
|
|
|
1,240,068
|
|
|
Total
|
507,009
|
|
|
$
|
45.43
|
|
|
502,299
|
|
|
1,240,068
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Apogee
|
$
|
100.00
|
|
|
$
|
132.26
|
|
|
$
|
179.16
|
|
|
$
|
155.49
|
|
|
$
|
232.16
|
|
|
$
|
177.46
|
|
S&P Small Cap 600 Growth Index
|
100.00
|
|
|
131.21
|
|
|
140.75
|
|
|
129.15
|
|
|
169.38
|
|
|
190.32
|
|
||||||
Russell 2000 Index
|
100.00
|
|
|
131.04
|
|
|
138.42
|
|
|
118.06
|
|
|
161.16
|
|
|
179.39
|
|
|
Fiscal Year
|
||||||||||||||||||
(In thousands, except per share data and percentages)
|
2018
(1)
|
|
2017
(2)(3)
|
|
2016
|
|
2015
|
|
2014
(4)
|
||||||||||
Results of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
$
|
981,189
|
|
|
$
|
933,936
|
|
|
$
|
771,445
|
|
Gross profit
|
333,518
|
|
|
292,023
|
|
|
243,570
|
|
|
208,544
|
|
|
165,252
|
|
|||||
Operating income
|
114,284
|
|
|
122,225
|
|
|
97,393
|
|
|
63,585
|
|
|
40,285
|
|
|||||
Net earnings
|
79,488
|
|
|
85,790
|
|
|
65,342
|
|
|
50,516
|
|
|
27,986
|
|
|||||
Earnings per share - basic
|
2.79
|
|
|
2.98
|
|
|
2.25
|
|
|
1.76
|
|
|
0.98
|
|
|||||
Earnings per share - diluted
|
2.76
|
|
|
2.97
|
|
|
2.22
|
|
|
1.72
|
|
|
0.95
|
|
|||||
Cash dividends per share
|
0.5775
|
|
|
0.5150
|
|
|
0.4550
|
|
|
0.4100
|
|
|
0.3700
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
1,022,320
|
|
|
784,658
|
|
|
657,440
|
|
|
612,057
|
|
|
569,995
|
|
|||||
Long-term debt
|
215,860
|
|
|
65,400
|
|
|
20,400
|
|
|
20,587
|
|
|
20,659
|
|
|||||
Shareholders' equity
|
511,355
|
|
|
470,577
|
|
|
406,195
|
|
|
382,476
|
|
|
356,104
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit as a percentage of sales
|
25.1
|
%
|
|
26.2
|
%
|
|
24.8
|
%
|
|
22.3
|
%
|
|
21.4
|
%
|
|||||
Operating income as a percentage of sales
|
8.6
|
%
|
|
11.0
|
%
|
|
9.9
|
%
|
|
6.8
|
%
|
|
5.2
|
%
|
|||||
Return on average invested capital
(5)
|
9.3
|
%
|
|
14.3
|
%
|
|
12.7
|
%
|
|
8.8
|
%
|
|
6.0
|
%
|
(1)
|
Includes the acquisition of EFCO in June 2017.
|
(2)
|
Fiscal 2017 contained 53 weeks. Each of the other periods presented contained 52 weeks.
|
(3)
|
Includes the acquisition of Sotawall in December 2016.
|
(4)
|
Includes the acquisition of Alumicor in November 2013.
|
(5)
|
Return on average invested capital is a non-GAAP measure that we define as [operating income x .65]/average invested capital. We believe this measure is useful in understanding operational performance over time. This non-GAAP measure should be viewed in addition to, and not as an alternative to, the reported financial results of the company prepared in accordance with GAAP. Other companies may calculate this measure differently from us, limiting the usefulness of the measure for comparison with others.
|
•
|
Consolidated net sales increased to
$1.3 billion
, or
19 percent
over fiscal
2017
.
|
•
|
Operating income was
$114.3 million
, a decline of 6.5 percent from
$122.2 million
in the prior year.
|
•
|
Diluted EPS was
$2.76
, compared to
$2.97
in the prior year, a decline of
7 percent
.
|
•
|
Adjusted operating income was $132.9 million, an increase of 6.8 percent compared to the prior year, and adjusted diluted EPS was $3.23, an increase of 6.6 percent compared to the prior year. Refer to the tables that follow for details of these adjusted amounts.
|
•
|
In June 2017, we acquired the assets of EFCO Corporation, a privately-held U.S. manufacturer of architectural aluminum window, curtainwall, storefront and entrance systems for commercial construction projects, for $192 million in cash. EFCO's results of operations have been included in our consolidated financial statements and within the Architectural Framing Systems segment since the date of acquisition.
|
Reconciliation of Non-GAAP Financial Information
|
|||||||||||||||||||||
Adjusted Operating Income and Adjusted Net Earnings Per Diluted Common Share
|
|||||||||||||||||||||
|
|
|
|
|
|
|
Diluted per share amounts
|
||||||||||||||
In thousands, except per share data
|
Year-ended March 3, 2018
(52 weeks)
|
|
Year-ended March 4, 2017
(53 weeks)
|
|
% change
|
|
Year-ended March 3, 2018
(52 weeks)
|
|
Year-ended March 4, 2017
(53 weeks)
|
|
% change
|
||||||||||
Operating income
|
$
|
114,284
|
|
|
$
|
122,225
|
|
|
(6.5
|
)%
|
|
$
|
2.76
|
|
|
$
|
2.97
|
|
|
(7.1
|
)%
|
Amortization of short-lived acquired intangibles
|
10,521
|
|
|
1,722
|
|
|
N/M
|
|
|
0.37
|
|
|
0.06
|
|
|
N/M
|
|
||||
Acquisition-related costs
|
5,098
|
|
|
531
|
|
|
N/M
|
|
|
0.18
|
|
|
0.02
|
|
|
N/M
|
|
||||
Restructuring-related costs
|
3,026
|
|
|
—
|
|
|
N/M
|
|
|
0.11
|
|
|
—
|
|
|
N/M
|
|
||||
Income tax impact on above adjustments
|
N/A
|
|
|
N/A
|
|
|
N/M
|
|
|
(0.18
|
)
|
|
(0.02
|
)
|
|
N/M
|
|
||||
Adjusted operating income
|
$
|
132,929
|
|
|
$
|
124,478
|
|
|
6.8
|
%
|
|
$
|
3.23
|
|
|
$
|
3.03
|
|
|
6.6
|
%
|
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||
Net sales
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
$
|
981,189
|
|
|
19.0
|
%
|
|
13.6
|
%
|
(Percentage of net sales)
|
2018
|
|
2017
|
|
2016
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
74.9
|
|
|
73.8
|
|
|
75.2
|
|
Gross profit
|
25.1
|
|
|
26.2
|
|
|
24.8
|
|
Selling, general and administrative expenses
|
16.5
|
|
|
15.2
|
|
|
14.9
|
|
Operating income
|
8.6
|
|
|
11.0
|
|
|
9.9
|
|
Interest (expense) income and other, net
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
Earnings before income taxes
|
8.3
|
|
|
11.0
|
|
|
9.9
|
|
Income tax expense
|
2.3
|
|
|
3.3
|
|
|
3.3
|
|
Net earnings
|
6.0
|
%
|
|
7.7
|
%
|
|
6.7
|
%
|
Effective income tax rate
|
27.7
|
%
|
|
30.1
|
%
|
|
32.9
|
%
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
677,198
|
|
|
$
|
385,978
|
|
|
$
|
308,593
|
|
Operating income
|
59,031
|
|
|
44,768
|
|
|
31,911
|
|
|||
Operating margin
|
8.7
|
%
|
|
11.6
|
%
|
|
10.3
|
%
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
384,137
|
|
|
$
|
411,881
|
|
|
$
|
377,713
|
|
Operating income
|
32,764
|
|
|
44,656
|
|
|
35,504
|
|
|||
Operating margin
|
8.5
|
%
|
|
10.8
|
%
|
|
9.4
|
%
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
213,757
|
|
|
$
|
270,937
|
|
|
$
|
245,935
|
|
Operating income
|
10,420
|
|
|
18,494
|
|
|
11,687
|
|
|||
Operating margin
|
4.9
|
%
|
|
6.8
|
%
|
|
4.8
|
%
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
88,303
|
|
|
$
|
89,710
|
|
|
$
|
88,541
|
|
Operating income
|
22,000
|
|
|
22,467
|
|
|
22,963
|
|
|||
Operating margin
|
24.9
|
%
|
|
25.0
|
%
|
|
25.9
|
%
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
127,463
|
|
|
$
|
124,001
|
|
|
$
|
128,943
|
|
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(53,196
|
)
|
|
(68,061
|
)
|
|
(42,037
|
)
|
|||
Acquisition of business and intangibles
|
(182,849
|
)
|
|
(137,932
|
)
|
|
—
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Borrowings on line of credit, net
|
149,960
|
|
|
44,988
|
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
(33,676
|
)
|
|
(10,817
|
)
|
|
(24,911
|
)
|
|||
Dividends paid
|
(16,393
|
)
|
|
(14,667
|
)
|
|
(13,184
|
)
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||||||||||
(In thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt obligations
|
$
|
121
|
|
|
$
|
121
|
|
|
$
|
5,520
|
|
|
$
|
197,120
|
|
|
$
|
1,098
|
|
|
$
|
12,000
|
|
|
$
|
215,980
|
|
Operating leases (undiscounted)
|
14,385
|
|
|
12,440
|
|
|
9,095
|
|
|
7,090
|
|
|
6,199
|
|
|
14,110
|
|
|
63,319
|
|
|||||||
Purchase obligations
|
149,056
|
|
|
31,167
|
|
|
2,459
|
|
|
1,230
|
|
|
—
|
|
|
—
|
|
|
183,912
|
|
|||||||
Total cash obligations
|
$
|
163,562
|
|
|
$
|
43,728
|
|
|
$
|
17,074
|
|
|
$
|
205,440
|
|
|
$
|
7,297
|
|
|
$
|
26,110
|
|
|
$
|
463,211
|
|
•
|
Revenue growth of approximately 10 percent over fiscal
2018
.
|
•
|
Operating margin of 8.8 to 9.3 percent.
|
•
|
Earnings per diluted share of $3.30 to $3.50.
|
•
|
Adjusted operating margin of 9.1 to 9.6 percent and adjusted earnings per diluted share of $3.43 to $3.63. These are non-GAAP measures that reflect the after-tax impact of amortization of short-lived acquired intangible assets from the Sotawall and EFCO acquisitions of $3.8 million ($0.13 per diluted share).
|
•
|
Capital expenditures of approximately $60 to $65 million.
|
•
|
Effective annual tax rate of approximately 24 percent.
|
(In thousands, except per share data)
|
|
March 3, 2018
|
|
March 4, 2017
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
19,359
|
|
|
$
|
19,463
|
|
Short-term available for sale securities
|
|
423
|
|
|
548
|
|
||
Restricted cash
|
|
—
|
|
|
7,834
|
|
||
Receivables, net of allowance for doubtful accounts
|
|
211,852
|
|
|
185,740
|
|
||
Inventories
|
|
85,028
|
|
|
73,409
|
|
||
Refundable income taxes
|
|
2,040
|
|
|
1,743
|
|
||
Other current assets
|
|
17,576
|
|
|
8,724
|
|
||
Total current assets
|
|
336,278
|
|
|
297,461
|
|
||
Property, plant and equipment, net
|
|
304,063
|
|
|
246,748
|
|
||
Available for sale securities
|
|
8,630
|
|
|
9,041
|
|
||
Deferred tax assets
|
|
1,354
|
|
|
4,025
|
|
||
Goodwill
|
|
180,956
|
|
|
101,334
|
|
||
Intangible assets
|
|
167,349
|
|
|
106,686
|
|
||
Other non-current assets
|
|
23,690
|
|
|
19,363
|
|
||
Total assets
|
|
$
|
1,022,320
|
|
|
$
|
784,658
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
68,416
|
|
|
$
|
63,182
|
|
Accrued payroll and related benefits
|
|
36,646
|
|
|
51,244
|
|
||
Accrued self-insurance reserves
|
|
10,933
|
|
|
8,575
|
|
||
Other current liabilities
|
|
79,696
|
|
|
34,200
|
|
||
Billings in excess of costs and earnings on uncompleted contracts
|
|
12,461
|
|
|
28,857
|
|
||
Total current liabilities
|
|
208,152
|
|
|
186,058
|
|
||
Long-term debt
|
|
215,860
|
|
|
65,400
|
|
||
Unrecognized tax benefits
|
|
4,568
|
|
|
3,980
|
|
||
Long-term self-insurance reserves
|
|
16,307
|
|
|
8,831
|
|
||
Deferred tax liabilities
|
|
4,657
|
|
|
4,025
|
|
||
Other non-current liabilities
|
|
61,421
|
|
|
45,787
|
|
||
Commitments and contingent liabilities (Note 11)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,158,042 and 28,680,841 shares, respectively
|
|
9,386
|
|
|
9,560
|
|
||
Additional paid-in capital
|
|
152,763
|
|
|
150,111
|
|
||
Retained earnings
|
|
373,259
|
|
|
341,996
|
|
||
Common stock held in trust
|
|
(922
|
)
|
|
(875
|
)
|
||
Deferred compensation obligations
|
|
922
|
|
|
875
|
|
||
Accumulated other comprehensive loss
|
|
(24,053
|
)
|
|
(31,090
|
)
|
||
Total shareholders’ equity
|
|
511,355
|
|
|
470,577
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,022,320
|
|
|
$
|
784,658
|
|
|
|
Year-Ended
|
||||||||||
|
|
March 3, 2018
|
|
March 4, 2017
|
|
February 27, 2016
|
||||||
(In thousands, except per share data)
|
|
(52 weeks)
|
|
(53 weeks)
|
|
(52 weeks)
|
||||||
Net sales
|
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
$
|
981,189
|
|
Cost of sales
|
|
992,655
|
|
|
822,510
|
|
|
737,619
|
|
|||
Gross profit
|
|
333,518
|
|
|
292,023
|
|
|
243,570
|
|
|||
Selling, general and administrative expenses
|
|
219,234
|
|
|
169,798
|
|
|
146,177
|
|
|||
Operating income
|
|
114,284
|
|
|
122,225
|
|
|
97,393
|
|
|||
Interest income
|
|
538
|
|
|
1,008
|
|
|
981
|
|
|||
Interest expense
|
|
5,508
|
|
|
971
|
|
|
593
|
|
|||
Other income (expense), net
|
|
566
|
|
|
543
|
|
|
(457
|
)
|
|||
Earnings before income taxes
|
|
109,880
|
|
|
122,805
|
|
|
97,324
|
|
|||
Income tax expense
|
|
30,392
|
|
|
37,015
|
|
|
31,982
|
|
|||
Net earnings
|
|
$
|
79,488
|
|
|
$
|
85,790
|
|
|
$
|
65,342
|
|
Earnings per share - basic
|
|
$
|
2.79
|
|
|
$
|
2.98
|
|
|
$
|
2.25
|
|
Earnings per share - diluted
|
|
$
|
2.76
|
|
|
$
|
2.97
|
|
|
$
|
2.22
|
|
Weighted average basic shares outstanding
|
|
28,534
|
|
|
28,781
|
|
|
29,058
|
|
|||
Weighted average diluted shares outstanding
|
|
28,804
|
|
|
28,893
|
|
|
29,375
|
|
|
|
Year-Ended
|
||||||||||
|
|
March 3,
2018 |
|
March 4,
2017 |
|
February 27,
2016 |
||||||
(In thousands)
|
|
(52 weeks)
|
|
(53 weeks)
|
|
(52 weeks)
|
||||||
Net earnings
|
|
$
|
79,488
|
|
|
$
|
85,790
|
|
|
$
|
65,342
|
|
Other comprehensive earnings (loss):
|
|
|
|
|
|
|
||||||
Unrealized (loss) gain on marketable securities, net of $(29), $(45) and $38 of tax (benefit) expense, respectively
|
|
(95
|
)
|
|
(83
|
)
|
|
73
|
|
|||
Unrealized gain on foreign currency hedge, net of $47, $- and $- of tax expense, respectively
|
|
156
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gain on pension obligation, net of $87, $74 and $347 of tax expense, respectively
|
|
284
|
|
|
130
|
|
|
610
|
|
|||
Foreign currency translation adjustments
|
|
6,692
|
|
|
234
|
|
|
(9,734
|
)
|
|||
Other comprehensive earnings (loss)
|
|
7,037
|
|
|
281
|
|
|
(9,051
|
)
|
|||
Total comprehensive earnings
|
|
$
|
86,525
|
|
|
$
|
86,071
|
|
|
$
|
56,291
|
|
|
|
Year-Ended
|
||||||||||
|
|
March 3,
2018 |
|
March 4,
2017 |
|
February 27,
2016 |
||||||
(In thousands)
|
|
(52 weeks)
|
|
(53 weeks)
|
|
(52 weeks)
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
79,488
|
|
|
$
|
85,790
|
|
|
$
|
65,342
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
54,843
|
|
|
35,607
|
|
|
31,248
|
|
|||
Share-based compensation
|
|
6,205
|
|
|
5,986
|
|
|
4,923
|
|
|||
Deferred income taxes
|
|
3,195
|
|
|
(1,065
|
)
|
|
(6,139
|
)
|
|||
Gain (loss) on disposal of assets
|
|
1,037
|
|
|
(371
|
)
|
|
(198
|
)
|
|||
Proceeds from new markets tax credit transaction, net of deferred costs
|
|
—
|
|
|
5,109
|
|
|
—
|
|
|||
Other, net
|
|
(1,431
|
)
|
|
(2,331
|
)
|
|
1,017
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
18,172
|
|
|
3,460
|
|
|
(2,918
|
)
|
|||
Inventories
|
|
11,521
|
|
|
(6,387
|
)
|
|
(2,798
|
)
|
|||
Accounts payable and accrued expenses
|
|
(25,627
|
)
|
|
17,449
|
|
|
17,265
|
|
|||
Billings in excess of costs and earnings on uncompleted contracts
|
|
(16,541
|
)
|
|
(9,991
|
)
|
|
9,657
|
|
|||
Refundable and accrued income taxes
|
|
315
|
|
|
(9,647
|
)
|
|
12,589
|
|
|||
Other, net
|
|
(3,714
|
)
|
|
392
|
|
|
(1,045
|
)
|
|||
Net cash provided by operating activities
|
|
127,463
|
|
|
124,001
|
|
|
128,943
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(53,196
|
)
|
|
(68,061
|
)
|
|
(42,037
|
)
|
|||
Purchases of marketable securities
|
|
(10,244
|
)
|
|
(3,705
|
)
|
|
(35,814
|
)
|
|||
Sales/maturities of marketable securities
|
|
10,476
|
|
|
36,433
|
|
|
4,047
|
|
|||
Acquisition of business and intangibles
|
|
(182,849
|
)
|
|
(137,932
|
)
|
|
—
|
|
|||
Change in restricted cash
|
|
7,834
|
|
|
(7,834
|
)
|
|
—
|
|
|||
Other, net
|
|
2,245
|
|
|
(2,659
|
)
|
|
(4,052
|
)
|
|||
Net cash used in investing activities
|
|
(225,734
|
)
|
|
(183,758
|
)
|
|
(77,856
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings on line of credit
|
|
385,700
|
|
|
121,000
|
|
|
—
|
|
|||
Payments on line of credit
|
|
(235,740
|
)
|
|
(76,012
|
)
|
|
—
|
|
|||
Borrowings (payments) on debt, net
|
|
155
|
|
|
(396
|
)
|
|
(56
|
)
|
|||
Shares withheld for taxes, net of stock issued to employees
|
|
(1,712
|
)
|
|
(446
|
)
|
|
(3,254
|
)
|
|||
Repurchase and retirement of common stock
|
|
(33,676
|
)
|
|
(10,817
|
)
|
|
(24,911
|
)
|
|||
Dividends paid
|
|
(16,393
|
)
|
|
(14,667
|
)
|
|
(13,184
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
98,334
|
|
|
18,662
|
|
|
(41,405
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
63
|
|
|
(41,095
|
)
|
|
9,682
|
|
|||
Effect of exchange rates on cash
|
|
(167
|
)
|
|
88
|
|
|
(1,397
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
19,463
|
|
|
60,470
|
|
|
52,185
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
19,359
|
|
|
$
|
19,463
|
|
|
$
|
60,470
|
|
Noncash Activity
|
|
|
|
|
|
|
||||||
Capital expenditures in accounts payable
|
|
$
|
1,784
|
|
|
$
|
3,254
|
|
|
$
|
(2,737
|
)
|
Deferred payments on acquisition of business
|
|
7,500
|
|
|
—
|
|
|
—
|
|
(In thousands, except per share data)
|
|
Common Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Common Stock Held in Trust
|
|
Deferred Compensation Obligation
|
|
Accumulated Other Comprehensive (Loss) Income
|
|||||||||||||
Balance at February 28, 2015
|
|
29,050
|
|
|
$
|
9,683
|
|
|
$
|
138,575
|
|
|
$
|
256,538
|
|
|
$
|
(801
|
)
|
|
$
|
801
|
|
|
$
|
(22,320
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized gain on marketable securities, net of $38 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Unrealized gain on pension obligation, net of $347 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,734
|
)
|
||||||
Issuance of stock, net of cancellations
|
|
102
|
|
|
34
|
|
|
114
|
|
|
—
|
|
|
(36
|
)
|
|
36
|
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
4,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit associated with stock plans
|
|
—
|
|
|
—
|
|
|
3,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
200
|
|
|
67
|
|
|
1,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchases
|
|
(575
|
)
|
|
(192
|
)
|
|
(2,996
|
)
|
|
(21,723
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other share retirements
|
|
(93
|
)
|
|
(31
|
)
|
|
(483
|
)
|
|
(4,496
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends ($0.455 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,184
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at February 27, 2016
|
|
28,684
|
|
|
$
|
9,561
|
|
|
$
|
145,528
|
|
|
$
|
282,477
|
|
|
$
|
(837
|
)
|
|
$
|
837
|
|
|
$
|
(31,371
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized loss on marketable securities, net of $45 tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
||||||
Unrealized gain on pension obligation, net of $74 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
||||||
Issuance of stock, net of cancellations
|
|
140
|
|
|
47
|
|
|
105
|
|
|
36
|
|
|
(38
|
)
|
|
38
|
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
5,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax deficit associated with stock plans
|
|
—
|
|
|
—
|
|
|
(1,745
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
163
|
|
|
54
|
|
|
1,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchases
|
|
(250
|
)
|
|
(83
|
)
|
|
(1,357
|
)
|
|
(9,377
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other share retirements
|
|
(57
|
)
|
|
(19
|
)
|
|
(299
|
)
|
|
(2,263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends ($0.515 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,667
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at March 4, 2017
|
|
28,680
|
|
|
$
|
9,560
|
|
|
$
|
150,111
|
|
|
$
|
341,996
|
|
|
$
|
(875
|
)
|
|
$
|
875
|
|
|
$
|
(31,090
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized loss on marketable securities, net of $29 tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
||||||
Unrealized gain on foreign currency hedge, net of $47 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
||||||
Unrealized gain on pension obligation, net of $87 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,692
|
|
||||||
Issuance of stock, net of cancellations
|
|
128
|
|
|
43
|
|
|
(186
|
)
|
|
208
|
|
|
(47
|
)
|
|
47
|
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
6,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
102
|
|
|
34
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchases
|
|
(702
|
)
|
|
(234
|
)
|
|
(3,886
|
)
|
|
(29,556
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other share retirements
|
|
(50
|
)
|
|
(17
|
)
|
|
(281
|
)
|
|
(2,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends ($0.5775 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at March 3, 2018
|
|
28,158
|
|
|
$
|
9,386
|
|
|
$
|
152,763
|
|
|
$
|
373,259
|
|
|
$
|
(922
|
)
|
|
$
|
922
|
|
|
$
|
(24,053
|
)
|
1.
|
Summary of Significant Accounting Policies and Related Data
|
|
Years
|
Buildings and improvements
|
10 to 25
|
Machinery and equipment
|
3 to 15
|
Office equipment and furniture
|
3 to 7
|
•
|
We adopted the guidance following a modified retrospective transition method, with a cumulative effect adjustment to opening retained earnings in fiscal 2019. We estimate this retained earnings adjustment to be approximately
$3
to
$5 million
.
|
•
|
Some of our business units will continue to recognize revenue at the point in time when goods are shipped, as that represents when control is transferred to the customer. We also have business units that will continue to recognize revenue over time, following a cost-to-cost percentage of completion method for revenue recognition.
|
•
|
Two of our business units, representing approximately 38 percent of our total net sales, will change from recognizing revenue at a point in time to recognizing revenue over time, to better reflect transfer of control to the customer in line with the new guidance. We have determined measures of progress toward completion for each business, based on the contract terms and the facts and circumstances associated with the performance obligations of each business.
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|||||||||||
(In thousands, except per share data)
|
|
March 3, 2018
|
March 4, 2017
|
|
March 3, 2018
|
|
March 4, 2017
|
||||||||
Net sales
|
|
$
|
353,453
|
|
$
|
390,669
|
|
|
$
|
1,398,733
|
|
|
$
|
1,474,021
|
|
Net earnings
|
|
23,157
|
|
26,624
|
|
|
81,653
|
|
|
98,795
|
|
||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
0.82
|
|
0.93
|
|
|
2.86
|
|
|
3.44
|
|
||||
Diluted
|
|
0.81
|
|
0.92
|
|
|
2.83
|
|
|
3.43
|
|
3.
|
Working Capital
|
(In thousands)
|
2018
|
|
2017
|
||||
Trade accounts
|
$
|
157,562
|
|
|
$
|
122,149
|
|
Construction contracts
|
26,545
|
|
|
31,923
|
|
||
Contract retainage
|
26,388
|
|
|
29,191
|
|
||
Other receivables
|
2,887
|
|
|
3,972
|
|
||
Total receivables
|
213,382
|
|
|
187,235
|
|
||
Less allowance for doubtful accounts
|
(1,530
|
)
|
|
(1,495
|
)
|
||
Net receivables
|
$
|
211,852
|
|
|
$
|
185,740
|
|
(In thousands)
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
35,049
|
|
|
$
|
22,761
|
|
Work-in-process
|
17,406
|
|
|
16,154
|
|
||
Finished goods
|
28,453
|
|
|
29,372
|
|
||
Costs and earnings in excess of billings on uncompleted contracts
|
4,120
|
|
|
5,122
|
|
||
Total inventories
|
$
|
85,028
|
|
|
$
|
73,409
|
|
(In thousands)
|
2018
|
|
2017
|
||||
Warranties
|
$
|
18,110
|
|
|
$
|
21,100
|
|
Acquired contract liabilities
|
26,422
|
|
|
—
|
|
||
Taxes, other than income taxes
|
5,342
|
|
|
4,452
|
|
||
Unearned revenue
|
7,659
|
|
|
411
|
|
||
Other
|
22,163
|
|
|
8,237
|
|
||
Total other current liabilities
|
$
|
79,696
|
|
|
$
|
34,200
|
|
4.
|
Marketable Securities
|
(In thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
March 3, 2018
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
$
|
9,183
|
|
|
$
|
8
|
|
|
$
|
(138
|
)
|
|
$
|
9,053
|
|
March 4, 2017
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
9,595
|
|
|
91
|
|
|
(97
|
)
|
|
9,589
|
|
|
Less Than 12 Months
|
|
Greater Than or Equal to
12 Months
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
Municipal bonds
|
$
|
8,165
|
|
|
$
|
(138
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,165
|
|
|
$
|
(138
|
)
|
(In thousands)
|
Amortized Cost
|
|
Estimated Market Value
|
||||
Due within one year
|
$
|
423
|
|
|
$
|
423
|
|
Due after one year through five years
|
4,606
|
|
|
4,543
|
|
||
Due after five years through 10 years
|
3,349
|
|
|
3,287
|
|
||
Due after 10 years through 15 years
|
141
|
|
|
140
|
|
||
Due beyond 15 years
|
664
|
|
|
660
|
|
||
Total
|
$
|
9,183
|
|
|
$
|
9,053
|
|
5.
|
Fair Value Measurements
|
(In thousands)
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Other Observable Inputs
(Level 2)
|
|
Total Fair
Value
|
||||||
March 3, 2018
|
|
|
|
|
|
||||||
Cash equivalents
|
|
|
|
|
|
||||||
Money market funds
|
$
|
2,901
|
|
|
$
|
—
|
|
|
$
|
2,901
|
|
Commercial paper
|
—
|
|
|
400
|
|
|
400
|
|
|||
Total cash equivalents
|
2,901
|
|
|
400
|
|
|
3,301
|
|
|||
Short-term securities
|
|
|
|
|
|
|
|||||
Municipal bonds
|
—
|
|
|
423
|
|
|
423
|
|
|||
Long-term securities
|
|
|
|
|
|
||||||
Municipal bonds
|
—
|
|
|
8,630
|
|
|
8,630
|
|
|||
Total assets at fair value
|
$
|
2,901
|
|
|
$
|
9,453
|
|
|
$
|
12,354
|
|
March 4, 2017
|
|
|
|
|
|
||||||
Cash equivalents
|
|
|
|
|
|
||||||
Money market funds
|
$
|
4,423
|
|
|
$
|
—
|
|
|
$
|
4,423
|
|
Commercial paper
|
—
|
|
|
5,500
|
|
|
5,500
|
|
|||
Total cash equivalents
|
4,423
|
|
|
5,500
|
|
|
9,923
|
|
|||
Short-term securities
|
|
|
|
|
|
||||||
Municipal bonds
|
—
|
|
|
548
|
|
|
548
|
|
|||
Long-term securities
|
|
|
|
|
|
||||||
Municipal bonds
|
—
|
|
|
9,041
|
|
|
9,041
|
|
|||
Total assets at fair value
|
$
|
4,423
|
|
|
$
|
15,089
|
|
|
$
|
19,512
|
|
6.
|
Property, Plant and Equipment
|
(In thousands)
|
2018
|
|
2017
|
||||
Land
|
$
|
7,251
|
|
|
$
|
8,400
|
|
Buildings and improvements
|
172,468
|
|
|
162,184
|
|
||
Machinery and equipment
|
380,952
|
|
|
316,406
|
|
||
Office equipment and furniture
|
56,752
|
|
|
49,720
|
|
||
Construction in progress
|
44,095
|
|
|
46,544
|
|
||
Total property, plant and equipment
|
661,518
|
|
|
583,254
|
|
||
Less accumulated depreciation
|
(357,455
|
)
|
|
(336,506
|
)
|
||
Net property, plant and equipment
|
$
|
304,063
|
|
|
$
|
246,748
|
|
7.
|
Goodwill and Other Intangible Assets
|
(In thousands)
|
Architectural Glass
|
|
Architectural Services
|
|
Architectural Framing Systems
|
|
Large-Scale
Optical
|
|
Total
|
||||||||||
Balance at February 27, 2016
|
$
|
25,639
|
|
|
$
|
1,120
|
|
|
$
|
36,680
|
|
|
$
|
10,557
|
|
|
$
|
73,996
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
27,444
|
|
|
—
|
|
|
27,444
|
|
|||||
Foreign currency translation
|
317
|
|
|
—
|
|
|
(423
|
)
|
|
—
|
|
|
(106
|
)
|
|||||
Balance at March 4, 2017
|
25,956
|
|
|
1,120
|
|
|
63,701
|
|
|
10,557
|
|
|
101,334
|
|
|||||
Goodwill acquired
|
—
|
|
|
—
|
|
|
84,162
|
|
|
—
|
|
|
84,162
|
|
|||||
Goodwill adjustments for purchase accounting
|
—
|
|
|
—
|
|
|
(5,859
|
)
|
|
—
|
|
|
(5,859
|
)
|
|||||
Foreign currency translation
|
15
|
|
|
—
|
|
|
1,304
|
|
|
—
|
|
|
1,319
|
|
|||||
Balance at March 3, 2018
|
$
|
25,971
|
|
|
$
|
1,120
|
|
|
$
|
143,308
|
|
|
$
|
10,557
|
|
|
$
|
180,956
|
|
(In thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
|
||||||||
March 3, 2018
|
|
|
|
|
|
|
|
||||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
||||||||
Debt issue costs
|
$
|
4,516
|
|
|
$
|
(3,248
|
)
|
|
$
|
—
|
|
|
$
|
1,268
|
|
Non-compete agreements
|
6,240
|
|
|
(6,078
|
)
|
|
6
|
|
|
168
|
|
||||
Customer relationships
|
122,816
|
|
|
(20,277
|
)
|
|
(56
|
)
|
|
102,483
|
|
||||
Trademarks and other intangibles
|
30,941
|
|
|
(16,553
|
)
|
|
(36
|
)
|
|
14,352
|
|
||||
Total definite-lived intangible assets
|
164,513
|
|
|
(46,156
|
)
|
|
(86
|
)
|
|
118,271
|
|
||||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
48,461
|
|
|
—
|
|
|
617
|
|
|
49,078
|
|
||||
Total intangible assets
|
$
|
212,974
|
|
|
$
|
(46,156
|
)
|
|
$
|
531
|
|
|
$
|
167,349
|
|
March 4, 2017
|
|
|
|
|
|
|
|
||||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
||||||||
Debt issue costs
|
$
|
4,066
|
|
|
$
|
(2,960
|
)
|
|
$
|
—
|
|
|
$
|
1,106
|
|
Non-compete agreements
|
6,286
|
|
|
(6,025
|
)
|
|
(65
|
)
|
|
196
|
|
||||
Customer relationships
|
82,479
|
|
|
(14,013
|
)
|
|
(145
|
)
|
|
68,321
|
|
||||
Trademarks and other intangibles
|
25,950
|
|
|
(4,917
|
)
|
|
(31
|
)
|
|
21,002
|
|
||||
Total definite-lived intangible assets
|
118,781
|
|
|
(27,915
|
)
|
|
(241
|
)
|
|
90,625
|
|
||||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
16,022
|
|
|
—
|
|
|
39
|
|
|
16,061
|
|
||||
Total intangible assets
|
$
|
134,803
|
|
|
$
|
(27,915
|
)
|
|
$
|
(202
|
)
|
|
$
|
106,686
|
|
(In thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Estimated amortization expense
|
$
|
13,155
|
|
|
$
|
8,221
|
|
|
$
|
8,214
|
|
|
$
|
7,908
|
|
|
$
|
7,627
|
|
8.
|
Debt
|
(In thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||
Maturities
|
$121
|
|
$121
|
|
$5,520
|
|
$197,120
|
|
$1,098
|
|
$12,000
|
|
$
|
215,980
|
|
(In thousands, except percentages)
|
2018
|
|
2017
|
||||
Average daily borrowings during the year
|
$
|
195,400
|
|
|
$
|
34,320
|
|
Maximum borrowings outstanding during the year
|
276,100
|
|
|
91,400
|
|
||
Weighted average interest rate during the year
|
2.61
|
%
|
|
2.22
|
%
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest on debt
|
$
|
5,208
|
|
|
$
|
971
|
|
|
$
|
544
|
|
Other interest expense
|
300
|
|
|
—
|
|
|
49
|
|
|||
Interest expense
|
$
|
5,508
|
|
|
$
|
971
|
|
|
$
|
593
|
|
9.
|
Other Non-Current Liabilities
|
(In thousands)
|
2018
|
|
2017
|
||||
Deferred benefit from New Markets Tax Credit transactions
|
$
|
16,708
|
|
|
$
|
16,708
|
|
Retirement plan obligations
|
8,997
|
|
|
9,635
|
|
||
Deferred compensation plan
|
10,730
|
|
|
7,463
|
|
||
Other
|
24,986
|
|
|
11,981
|
|
||
Total other non-current liabilities
|
$
|
61,421
|
|
|
$
|
45,787
|
|
10.
|
Employee Benefit Plans
|
(In thousands)
|
2018
|
|
2017
|
||||
Change in projected benefit obligation
|
|
|
|
||||
Benefit obligation beginning of period
|
$
|
14,492
|
|
|
$
|
14,900
|
|
Interest cost
|
531
|
|
|
555
|
|
||
Actuarial (gain) loss
|
(175
|
)
|
|
54
|
|
||
Benefits paid
|
(1,014
|
)
|
|
(1,017
|
)
|
||
Benefit obligation at measurement date
|
13,834
|
|
|
14,492
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets beginning of period
|
$
|
4,185
|
|
|
$
|
4,261
|
|
Actual return on plan assets
|
10
|
|
|
73
|
|
||
Company contributions
|
988
|
|
|
868
|
|
||
Benefits paid
|
(1,014
|
)
|
|
(1,017
|
)
|
||
Fair value of plan assets at measurement date
|
4,169
|
|
|
4,185
|
|
||
Underfunded status
|
$
|
(9,665
|
)
|
|
$
|
(10,307
|
)
|
(In thousands)
|
2018
|
|
2017
|
||||
Current liabilities
|
$
|
(668
|
)
|
|
$
|
(672
|
)
|
Other non-current liabilities
|
(8,997
|
)
|
|
(9,635
|
)
|
||
Total
|
$
|
(9,665
|
)
|
|
$
|
(10,307
|
)
|
(In thousands)
|
2018
|
|
2017
|
||||
Net actuarial loss
|
$
|
5,325
|
|
|
$
|
5,696
|
|
(In thousands)
|
2018
|
|
2017
|
||||
Net actuarial gain
|
$
|
284
|
|
|
$
|
130
|
|
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest cost
|
|
$
|
531
|
|
|
$
|
555
|
|
|
$
|
566
|
|
Expected return on assets
|
|
(41
|
)
|
|
(41
|
)
|
|
(137
|
)
|
|||
Amortization of unrecognized net loss
|
|
228
|
|
|
225
|
|
|
249
|
|
|||
Net periodic benefit cost
|
|
$
|
718
|
|
|
$
|
739
|
|
|
$
|
678
|
|
Benefit Obligation Weighted-Average Assumptions
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate
|
3.80
|
%
|
|
3.80
|
%
|
|
3.85
|
%
|
Net Periodic Benefit Expense Weighted-Average Assumptions
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate
|
3.80
|
%
|
|
3.85
|
%
|
|
3.60
|
%
|
Expected long-term rate of return on assets
|
2.00
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
(In thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024-2028
|
||||||||||||
Estimated future benefit payments
|
$
|
1,048
|
|
|
$
|
1,021
|
|
|
$
|
1,004
|
|
|
$
|
975
|
|
|
$
|
945
|
|
|
$
|
4,387
|
|
(In thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Total minimum payments
|
$
|
14,385
|
|
|
$
|
12,440
|
|
|
$
|
9,095
|
|
|
$
|
7,090
|
|
|
$
|
6,199
|
|
|
$
|
14,110
|
|
|
$
|
63,319
|
|
(In thousands)
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
21,933
|
|
|
$
|
16,340
|
|
Additional accruals
|
4,643
|
|
|
11,499
|
|
||
Acquired reserves
|
5,663
|
|
|
—
|
|
||
Claims paid
|
(9,722
|
)
|
|
(5,906
|
)
|
||
Balance at end of period
|
$
|
22,517
|
|
|
$
|
21,933
|
|
12.
|
Shareholders' Equity
|
(In thousands)
|
|
2018
|
|
2017
|
||||
Net unrealized loss on marketable securities
|
|
$
|
(99
|
)
|
|
$
|
(4
|
)
|
Foreign currency hedge
|
|
156
|
|
|
—
|
|
||
Pension liability adjustments
|
|
(3,344
|
)
|
|
(3,628
|
)
|
||
Foreign currency translation adjustments
|
|
(20,766
|
)
|
|
(27,458
|
)
|
||
Total accumulated other comprehensive loss
|
|
$
|
(24,053
|
)
|
|
$
|
(31,090
|
)
|
13.
|
Share-Based Compensation
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate
Intrinsic Value at Year-End
|
|||||
Outstanding at March 4, 2017
|
229,901
|
|
|
$
|
9.90
|
|
|
|
|
|
||
Awards exercised
|
(100,000
|
)
|
|
8.34
|
|
|
|
|
|
|||
Outstanding and exercisable at March 3, 2018
|
129,901
|
|
|
$
|
11.10
|
|
|
2.8 Years
|
|
$
|
4,269,503
|
|
|
Number of
Shares and
Units
|
|
Weighted Average
Grant Date
Fair Value
|
|||
March 4, 2017
|
279,204
|
|
|
$
|
44.80
|
|
Granted
|
135,416
|
|
|
54.61
|
|
|
Vested
|
(130,940
|
)
|
|
45.29
|
|
|
Canceled
|
(17,500
|
)
|
|
49.65
|
|
|
March 3, 2018
|
266,180
|
|
|
$
|
49.22
|
|
14.
|
Income Taxes
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
$
|
111,980
|
|
|
$
|
123,229
|
|
|
$
|
100,859
|
|
International
|
(2,100
|
)
|
|
(424
|
)
|
|
(3,535
|
)
|
|||
Earnings before income taxes
|
$
|
109,880
|
|
|
$
|
122,805
|
|
|
$
|
97,324
|
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
22,074
|
|
|
$
|
35,610
|
|
|
$
|
35,888
|
|
State and local
|
3,106
|
|
|
2,929
|
|
|
2,866
|
|
|||
International
|
1,578
|
|
|
(147
|
)
|
|
(636
|
)
|
|||
Total current
|
26,758
|
|
|
38,392
|
|
|
38,118
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
4,049
|
|
|
(945
|
)
|
|
(5,403
|
)
|
|||
State and local
|
351
|
|
|
(78
|
)
|
|
(512
|
)
|
|||
International
|
(1,205
|
)
|
|
(42
|
)
|
|
(224
|
)
|
|||
Total deferred
|
3,195
|
|
|
(1,065
|
)
|
|
(6,139
|
)
|
|||
Total non-current tax (benefit) expense
|
439
|
|
|
(312
|
)
|
|
3
|
|
|||
Total income tax expense
|
$
|
30,392
|
|
|
$
|
37,015
|
|
|
$
|
31,982
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal income tax expense at statutory rate
|
32.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax rate change revaluation
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
Manufacturing deduction
|
(2.2
|
)
|
|
(3.3
|
)
|
|
(3.4
|
)
|
State and local income taxes, net of federal tax benefit
|
1.8
|
|
|
1.6
|
|
|
1.6
|
|
Foreign tax rate differential
|
(0.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
Tax credits - research & development
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
Other, net
|
0.7
|
|
|
(0.9
|
)
|
|
0.5
|
|
Income tax expense
|
27.7
|
%
|
|
30.1
|
%
|
|
32.9
|
%
|
(In thousands)
|
2018
|
|
2017
|
||||
Other accruals
|
3,428
|
|
|
4,254
|
|
||
Deferred compensation
|
8,926
|
|
|
15,189
|
|
||
Goodwill and other intangibles
|
(4,655
|
)
|
|
(7,601
|
)
|
||
Depreciation
|
(19,523
|
)
|
|
(18,714
|
)
|
||
Liability for unrecognized tax benefits
|
2,850
|
|
|
2,623
|
|
||
Net operating losses and tax credits
|
6,272
|
|
|
5,790
|
|
||
Valuation allowance on net operating losses
|
(4,296
|
)
|
|
(2,352
|
)
|
||
Unearned income
|
2,628
|
|
|
—
|
|
||
Other
|
1,067
|
|
|
811
|
|
||
Deferred tax (liabilities) assets
|
$
|
(3,303
|
)
|
|
$
|
—
|
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Gross unrecognized tax benefits at beginning of year
|
$
|
4,075
|
|
|
$
|
4,512
|
|
|
$
|
4,491
|
|
Gross increases in tax positions for prior years
|
614
|
|
|
54
|
|
|
60
|
|
|||
Gross decreases in tax positions for prior years
|
(122
|
)
|
|
(233
|
)
|
|
(158
|
)
|
|||
Gross increases based on tax positions related to the current year
|
639
|
|
|
508
|
|
|
526
|
|
|||
Gross decreases based on tax positions related to the current year
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||
Settlements
|
—
|
|
|
(23
|
)
|
|
—
|
|
|||
Statute of limitations expiration
|
(519
|
)
|
|
(743
|
)
|
|
(374
|
)
|
|||
Revaluation impact
|
18
|
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefits at end of year
|
$
|
4,705
|
|
|
$
|
4,075
|
|
|
$
|
4,512
|
|
15.
|
Earnings per Share
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
|||
Basic earnings per share - weighted average common shares outstanding
|
28,534
|
|
|
28,781
|
|
|
29,058
|
|
Weighted average effect of nonvested share grants and assumed exercise of stock options
|
270
|
|
|
112
|
|
|
317
|
|
Diluted earnings per share - weighted average common shares and potential common shares outstanding
|
28,804
|
|
|
28,893
|
|
|
29,375
|
|
Stock awards excluded from the calculation of earnings per share because the award price was greater than the average market price of the common shares
|
141
|
|
|
—
|
|
|
—
|
|
•
|
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. We have 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 globally in customized window and wall systems comprising the outside skin of commercial, institutional and high-end multi-family residential buildings.
|
•
|
The
Architectural Services
segment provides full-service installation of the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings.
|
•
|
The
Large-Scale Optical Technologies
(LSO) segment manufactures value-added glass and acrylic products for framing and display applications.
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
$
|
677,198
|
|
|
$
|
385,978
|
|
|
$
|
308,593
|
|
Architectural Glass
|
384,137
|
|
|
411,881
|
|
|
377,713
|
|
|||
Architectural Services
|
213,757
|
|
|
270,937
|
|
|
245,935
|
|
|||
Large-Scale Optical
|
88,303
|
|
|
89,710
|
|
|
88,541
|
|
|||
Intersegment elimination
|
(37,222
|
)
|
|
(43,973
|
)
|
|
(39,593
|
)
|
|||
Total
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
$
|
981,189
|
|
Operating Income (Loss)
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
$
|
59,031
|
|
|
$
|
44,768
|
|
|
$
|
31,911
|
|
Architectural Glass
|
32,764
|
|
|
44,656
|
|
|
35,504
|
|
|||
Architectural Services
|
10,420
|
|
|
18,494
|
|
|
11,687
|
|
|||
Large-Scale Optical
|
22,000
|
|
|
22,467
|
|
|
22,963
|
|
|||
Corporate and other
|
(9,931
|
)
|
|
(8,160
|
)
|
|
(4,672
|
)
|
|||
Total
|
$
|
114,284
|
|
|
$
|
122,225
|
|
|
$
|
97,393
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
$
|
31,764
|
|
|
$
|
12,404
|
|
|
$
|
8,019
|
|
Architectural Glass
|
14,525
|
|
|
15,912
|
|
|
14,397
|
|
|||
Architectural Services
|
1,325
|
|
|
1,364
|
|
|
1,274
|
|
|||
Large-Scale Optical
|
4,556
|
|
|
4,785
|
|
|
4,998
|
|
|||
Corporate and other
|
2,673
|
|
|
1,142
|
|
|
2,560
|
|
|||
Total
|
$
|
54,843
|
|
|
$
|
35,607
|
|
|
$
|
31,248
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
$
|
15,273
|
|
|
$
|
14,070
|
|
|
$
|
19,166
|
|
Architectural Glass
|
26,228
|
|
|
44,439
|
|
|
17,701
|
|
|||
Architectural Services
|
2,510
|
|
|
1,981
|
|
|
929
|
|
|||
Large-Scale Optical
|
3,307
|
|
|
1,510
|
|
|
1,962
|
|
|||
Corporate and other
|
5,878
|
|
|
6,061
|
|
|
2,279
|
|
|||
Total
|
$
|
53,196
|
|
|
$
|
68,061
|
|
|
$
|
42,037
|
|
Identifiable Assets
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
$
|
618,455
|
|
|
$
|
359,633
|
|
|
$
|
193,823
|
|
Architectural Glass
|
250,407
|
|
|
254,840
|
|
|
215,571
|
|
|||
Architectural Services
|
53,424
|
|
|
70,875
|
|
|
81,574
|
|
|||
Large-Scale Optical
|
58,523
|
|
|
58,198
|
|
|
57,369
|
|
|||
Corporate and other
|
41,511
|
|
|
41,112
|
|
|
109,103
|
|
|||
Total
|
$
|
1,022,320
|
|
|
$
|
784,658
|
|
|
$
|
657,440
|
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
1,187,922
|
|
|
$
|
1,031,214
|
|
|
$
|
923,018
|
|
Canada
|
122,981
|
|
|
65,958
|
|
|
39,324
|
|
|||
Brazil
|
15,270
|
|
|
17,361
|
|
|
18,847
|
|
|||
Total
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
$
|
981,189
|
|
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
283,432
|
|
|
$
|
227,145
|
|
|
$
|
189,624
|
|
Canada
|
13,384
|
|
|
13,303
|
|
|
7,162
|
|
|||
Brazil
|
7,247
|
|
|
6,300
|
|
|
5,676
|
|
|||
Total
|
$
|
304,063
|
|
|
$
|
246,748
|
|
|
$
|
202,462
|
|
17.
|
Quarterly Data (Unaudited)
|
|
Quarter
|
|
|
||||||||||||||||
(In thousands, except per share data)
|
First
|
|
Second
(1)
|
|
Third
|
|
Fourth
(2)
|
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
272,307
|
|
|
$
|
343,907
|
|
|
$
|
356,506
|
|
|
$
|
353,453
|
|
|
$
|
1,326,173
|
|
Gross profit
|
70,294
|
|
|
86,001
|
|
|
91,559
|
|
|
85,664
|
|
|
333,518
|
|
|||||
Net earnings
|
16,104
|
|
|
17,409
|
|
|
23,646
|
|
|
22,329
|
|
|
79,488
|
|
|||||
Earnings per share - basic
|
0.56
|
|
|
0.60
|
|
|
0.82
|
|
|
0.79
|
|
|
2.79
|
|
|||||
Earnings per share - diluted
|
0.56
|
|
|
0.60
|
|
|
0.82
|
|
|
0.78
|
|
|
2.76
|
|
|||||
2017
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
247,880
|
|
|
$
|
278,455
|
|
|
$
|
274,072
|
|
|
$
|
314,126
|
|
|
$
|
1,114,533
|
|
Gross profit
|
64,428
|
|
|
72,531
|
|
|
72,868
|
|
|
82,196
|
|
|
292,023
|
|
|||||
Net earnings
|
17,722
|
|
|
22,397
|
|
|
22,552
|
|
|
23,119
|
|
|
85,790
|
|
|||||
Earnings per share - basic
|
0.62
|
|
|
0.78
|
|
|
0.78
|
|
|
0.81
|
|
|
$
|
2.98
|
|
||||
Earnings per share - diluted
|
0.61
|
|
|
0.77
|
|
|
0.78
|
|
|
0.80
|
|
|
$
|
2.97
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
|
|
||||
Equity compensation plans approved by security holders
|
|
193,991
|
|
(1) (2)
|
$
|
20.43
|
|
(3)
|
767,351
|
|
(4)
|
Equity compensation plans not approved by security holders
|
|
100,341
|
|
(5)
|
8.34
|
|
|
None
|
|
|
|
Total
|
|
294,332
|
|
|
$
|
10.99
|
|
|
767,351
|
|
|
(1)
|
Includes options and SARs granted under our Amended and Restated 2002 Omnibus Stock Incentive Plan, restricted stock unit awards granted under our Stock Incentive Plan and Non-Employee Director Stock Incentive Plan and phantom shares under our Non-Employee Director Deferred Compensation Plan. None of the outstanding stock options or SARs has dividends rights attached, nor are they transferable. Certain outstanding restricted stock units have dividend rights attached, but none of the restricted stock units are transferable.
|
(2)
|
Pursuant to SEC rules and the reporting requirements for this table, we have not included in this column 234,230 shares of restricted stock that are issued and outstanding. All shares of restricted stock outstanding have dividend rights attached, but none of the shares of restricted stock are transferable.
|
(3)
|
In calculating the weighted-average exercise price of outstanding options, warrants and rights, only the exercise prices of outstanding options and SARs are included, as the restricted stock units and phantom shares do not have an exercise price.
|
(4)
|
Pursuant to SEC Rules and the reporting requirements for this table, of these shares, 55,579 are available for issuance under our Legacy Partnership Plan; 578,206 are available for grant under our Stock Incentive Plan;87,432 are available for grant under our Non-Employee Director Stock Incentive Plan; no shares are available for grant under our 2002 Omnibus Stock Incentive Plan; and 46,134 are available for grant under our Deferred Compensation Plan for Non-Employee Directors.
|
(5)
|
Reflects stock options granted to Mr. Puishys on August 22, 2011 as inducement awards pursuant to the terms of his employment agreement with our Company effective as of August 22, 2011, that became fully vested on August 22, 2014. The options vested in equal annual installments over a three-year period beginning on August 22, 2012.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
a)
|
List of documents filed as a part of this report:
|
1.
|
Financial Statements - The consolidated financial statements listed below are set forth in Item 8 of Part II of this report.
|
2.
|
Financial Statement Schedules - Valuation and Qualifying Accounts
|
(In thousands)
|
Balance at Beginning of Period
|
|
Acquisitions
|
|
Charged to Costs and Expenses
|
|
Deductions from Reserves
(1)
|
|
Other Changes
(2)
|
|
Balance at End of
Period
|
||||||||||||
Allowances for doubtful receivables
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
For the year ended March 3, 2018
|
$
|
1,495
|
|
|
$
|
252
|
|
|
$
|
1,345
|
|
|
$
|
1,559
|
|
|
$
|
(3
|
)
|
|
$
|
1,530
|
|
For the year ended March 4, 2017
|
2,497
|
|
|
25
|
|
|
(416
|
)
|
|
579
|
|
|
(32
|
)
|
|
1,495
|
|
||||||
For the year ended February 27, 2016
|
3,242
|
|
|
—
|
|
|
(197
|
)
|
|
493
|
|
|
(55
|
)
|
|
2,497
|
|
3.
|
Exhibits - Exhibits marked with an asterisk (*) identify each management contract or compensatory plan or arrangement. Exhibits marked with a pound sign (#) are filed herewith. The remainder of the exhibits have heretofore been filed with the Securities and Exchange Commission and are incorporated herein by reference.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101
|
|
The following materials from Apogee Enterprises, Inc.'s Annual Report on Form 10-K for the year ended March 3, 2018 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of March 3, 2018 and March 4, 2017, (ii) the Consolidated Results of Operations for the three years ended March 3, 2018, March 4, 2017 and February 27, 2016, (iii) the Consolidated Statements of Comprehensive Earnings for the three years ended March 3, 2018, March 4, 2017 and February 27, 2016, (iv) the Consolidated Statements of Cash Flows for the three years ended March 3, 2018, March 4, 2017, and February 27, 2016, (v) the Consolidated Statements of Shareholders' Equity for the years ended March 3, 2018, March 4, 2017 and February 27, 2016 and (vi) the Notes to Consolidated Financial Statements.
|
APOGEE ENTERPRISES, INC.
|
|
|
|
/s/ Joseph F. Puishys
|
|
Joseph F. Puishys
|
|
President and Chief Executive Officer
|
|
Signature
|
|
|
Title
|
|
Signature
|
|
|
Title
|
/s/ Joseph F. Puishys
|
|
|
President, CEO and
|
|
/s/ James S. Porter
|
|
|
Executive Vice
|
Joseph F. Puishys
|
|
|
Director
(Principal Executive
Officer)
|
|
James S. Porter
|
|
|
President and CFO (Principal
Financial and
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Bernard P. Aldrich
|
|
|
Chairman
|
|
/s/ Robert J. Marzec
|
|
|
Director
|
Bernard P. Aldrich
|
|
|
|
|
Robert J. Marzec
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jerome L. Davis
|
|
|
Director
|
|
/s/ Donald A. Nolan
|
|
|
Director
|
Jerome L. Davis
|
|
|
|
|
Donald A. Nolan
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Sara L. Hays
|
|
|
Director
|
|
Herbert K. Parker
|
|
|
Director
|
Sara L. Hays
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lloyd E. Johnson
|
|
|
Director
|
|
/s/ Richard V. Reynolds
|
|
|
Director
|
Lloyd E. Johnson
|
|
|
|
|
Richard V. Reynolds
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John T. Manning
|
|
|
Director
|
|
/s/ Patricia K. Wagner
|
|
|
Director
|
John T. Manning
|
|
|
|
|
Patricia K. Wagner
|
|
|
|
(A)
|
the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive’s employment without Cause, at any time; and
|
(B)
|
Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive’s employment by Executive for Good Reason (as defined in Section 3(b) hereof), be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within sixty (60) days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason.
|
(A)
|
the consummation of any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities, or other property, other than a merger of the Company in which all or substantially all of the holders of the Company’s common stock immediately prior to the consolidation or merger own more than 65% of the common stock of the surviving corporation immediately after the merger in the same relative proportions as their ownership of the Company’s common stock immediately prior to the consolidation or merger;
|
(B)
|
any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company;
|
(C)
|
any reorganization, reverse stock split, or recapitalization of the Company which would result in any of the events described in clause (i)(A) or subparagraphs (ii) or (iii) of this Section 3(a); or
|
(D)
|
any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing; or any agreement, contract, or other arrangement providing for any of the foregoing.
|
|
APOGEE ENTERPRISES, INC.
_____________________________
Jerome L. Davis
Chair, Compensation Committee of the Board of Directors
Date:
December _____, 2017
|
|
EXECUTIVE
_____________________________
[name]
Date:
December _____, 2017
|
Name of Subsidiary
|
|
State or Country of Incorporation
|
Prism Assurance, Ltd.
|
|
Vermont
|
Harmon, Inc.
|
|
Minnesota
|
Harmon Contract, Inc.
|
|
Minnesota
|
Viracon, Inc.
|
|
Minnesota
|
Viracon Georgia, Inc.
(1)
|
|
Minnesota
|
Viracon Singapore Pte. Ltd
(1)
|
|
Singapore
|
Glassec Vidros de Seguranca Ltda.
(2)
|
|
Brazil
|
Tru Vue, Inc.
|
|
Illinois
|
Tru Vue Netherlands, B.V.
(3)
|
|
Netherlands
|
Apogee Services, Inc.
(4)
|
|
Minnesota
|
Apogee Wausau Group, Inc.
|
|
Wisconsin
|
Tubelite Inc.
|
|
Michigan
|
Alumicor Limited
|
|
Canada
|
Sotawall Limited
|
|
Canada
|
EFCO Corporation
|
|
Missouri
|
1.
|
I have reviewed this annual report on Form 10-K of Apogee Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Joseph F. Puishys
|
|
Joseph F. Puishys
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Apogee Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ James S. Porter
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James S. Porter
Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Joseph F. Puishys
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Joseph F. Puishys
President and Chief Executive Officer
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April 30, 2018
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(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ James S. Porter
|
|
James S. Porter
Executive Vice President and Chief Financial Officer
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|
April 30, 2018
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