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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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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
|
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The NASDAQ Stock Market LLC
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Page
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•
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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
2019
, 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
2019
, this segment accounted for approximately
22 percent
of our net sales.
|
•
|
The
Architectural Services
segment provides building glass and curtainwall installation services. For fiscal
2019
, this segment accounted for approximately
21 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
2019
, this segment accounted for approximately
6 percent
of our net sales.
|
•
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diversion of management’s attention from existing business activities;
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•
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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;
|
•
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potential loss of key employees, customers and suppliers of the acquired businesses or adverse effects on relationships with existing customers and suppliers;
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•
|
adverse impact on overall profitability if the acquired business does not achieve the return on investment projected at the time of acquisition; and
|
•
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with respect to the acquired assets and liabilities, 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.
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Property Location
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Owned/ Leased
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Function
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Architectural Framing Systems segment
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Wausau, WI
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Owned
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Manufacturing/Administrative
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Stratford, WI
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Owned
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Manufacturing
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Reed City, MI
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Owned
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Manufacturing
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Walker, MI
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Leased
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Manufacturing/Administrative
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Dallas, TX
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Leased
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Manufacturing
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Toronto, ON Canada
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Leased
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Manufacturing/Warehouse/Administrative
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Toronto, ON Canada
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Owned
|
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Manufacturing
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Brampton, ON Canada
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Leased
|
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Manufacturing/Warehouse/Administrative
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Verona, VA
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Leased
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Manufacturing/Warehouse/Administrative
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Springfield, MO
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Leased
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Manufacturing/Warehouse/Administrative
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Monett, MO
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Owned
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Manufacturing/Warehouse/Administrative
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Langley, BC Canada
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Leased
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Manufacturing
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Architectural Glass segment
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|
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Owatonna, MN
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Owned
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Manufacturing/Administrative
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Owatonna, MN
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Leased
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Warehouse
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Statesboro, GA
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Owned
|
|
Manufacturing/Warehouse
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Nazaré Paulista, Brazil
|
|
Owned
(1)
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Manufacturing/Administrative
|
Architectural Services segment
|
|
|
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Minneapolis, MN
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Leased
|
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Administrative
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West Chester, OH
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Leased
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Manufacturing
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Mesquite, TX
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Leased
|
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Manufacturing
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Glen Burnie, MD
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Leased
|
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Manufacturing
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Orlando, FL
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Leased
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Manufacturing
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LSO segment
|
|
|
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McCook, IL
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Owned
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Manufacturing/Warehouse/Administrative
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Faribault, MN
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Owned
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Manufacturing/Administrative
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Other
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Minneapolis, MN
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Leased
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Administrative
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(1)
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This is an owned facility; however, the land is leased from the city.
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First
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Second
|
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Third
|
|
Fourth
|
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Total
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||||||||||
2019
|
|
$
|
0.1575
|
|
|
$
|
0.1575
|
|
|
$
|
0.1575
|
|
|
$
|
0.1750
|
|
|
$
|
0.6475
|
|
2018
|
|
0.1400
|
|
|
0.1400
|
|
|
0.1400
|
|
|
0.1575
|
|
|
0.5775
|
|
|||||
2017
|
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0.1250
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|
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0.1250
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|
|
0.1250
|
|
|
0.1400
|
|
|
0.5150
|
|
Period
|
|
Total Number of Shares Purchased
|
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Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)
|
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Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (a)
|
|||||
December 2, 2018 through December 29, 2018
|
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353,747
|
|
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$
|
29.80
|
|
|
353,747
|
|
|
2,286,321
|
|
December 30, 2018 through January 26, 2019
|
|
258,257
|
|
|
31.91
|
|
|
258,257
|
|
|
2,028,064
|
|
|
January 27, 2019 through March 2, 2019
|
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45,979
|
|
|
33.77
|
|
|
45,979
|
|
|
1,982,085
|
|
|
Total
|
|
657,983
|
|
|
$
|
31.59
|
|
|
657,983
|
|
|
1,982,085
|
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Apogee
|
|
$
|
100.00
|
|
|
$
|
135.46
|
|
|
$
|
117.57
|
|
|
$
|
175.54
|
|
|
$
|
134.18
|
|
|
$
|
111.68
|
|
S&P Small Cap 600 Growth Index
|
|
100.00
|
|
|
107.27
|
|
|
98.43
|
|
|
129.09
|
|
|
145.05
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|
|
155.75
|
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||||||
Russell 2000 Index
|
|
100.00
|
|
|
105.63
|
|
|
90.09
|
|
|
122.98
|
|
|
136.89
|
|
|
143.84
|
|
|
|
Fiscal Year
|
||||||||||||||||||
(In thousands, except per share data and percentages)
|
|
2019
|
|
2018
(1)
|
|
2017
(2)(3)
|
|
2016
|
|
2015
|
||||||||||
Results of Operations Data
|
|
|
|
|
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|
|
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|
||||||||||
Net sales
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
$
|
981,189
|
|
|
$
|
933,936
|
|
Gross profit
|
|
293,565
|
|
|
333,518
|
|
|
292,023
|
|
|
243,570
|
|
|
208,544
|
|
|||||
Operating income
|
|
67,284
|
|
|
114,284
|
|
|
122,225
|
|
|
97,393
|
|
|
63,585
|
|
|||||
Net earnings
|
|
45,694
|
|
|
79,488
|
|
|
85,790
|
|
|
65,342
|
|
|
50,516
|
|
|||||
Earnings per share - basic
|
|
1.64
|
|
|
2.79
|
|
|
2.98
|
|
|
2.25
|
|
|
1.76
|
|
|||||
Earnings per share - diluted
|
|
1.63
|
|
|
2.76
|
|
|
2.97
|
|
|
2.22
|
|
|
1.72
|
|
|||||
Cash dividends per share
|
|
0.6475
|
|
|
0.5775
|
|
|
0.5150
|
|
|
0.4550
|
|
|
0.4100
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
1,068,168
|
|
|
1,022,320
|
|
|
784,658
|
|
|
657,440
|
|
|
612,057
|
|
|||||
Long-term debt
|
|
245,724
|
|
|
215,860
|
|
|
65,400
|
|
|
20,400
|
|
|
20,587
|
|
|||||
Shareholders' equity
|
|
496,317
|
|
|
511,355
|
|
|
470,577
|
|
|
406,195
|
|
|
382,476
|
|
|||||
Other Data
|
|
|
|
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|
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|
||||||||||
Gross profit as a percentage of sales
|
|
20.9
|
%
|
|
25.1
|
%
|
|
26.2
|
%
|
|
24.8
|
%
|
|
22.3
|
%
|
|||||
Operating income as a percentage of sales
|
|
4.8
|
%
|
|
8.6
|
%
|
|
11.0
|
%
|
|
9.9
|
%
|
|
6.8
|
%
|
|||||
Return on average invested capital
(4)
|
|
5.6
|
%
|
|
9.3
|
%
|
|
14.3
|
%
|
|
12.7
|
%
|
|
8.8
|
%
|
(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)
|
Return on average invested capital is a non-GAAP measure that we define as [operating income x .75]/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, thereby limiting the usefulness of the measure for comparison with others.
|
•
|
Consolidated net sales were
$1.4 billion
, an increase of
6 percent
over fiscal
2018
.
|
•
|
Operating income was
$67.3 million
, including $40.9 million of project-related charges on certain contracts acquired with the purchase of EFCO, which was a decline of
41 percent
from
$114.3 million
in the prior year.
|
•
|
Diluted EPS was
$1.63
, compared to
$2.76
in the prior year, a decline of
41 percent
.
|
•
|
Adjusted operating income was
$116.3 million
, a decrease of
13 percent
compared to the prior year, and adjusted diluted EPS was
$2.96
, a decrease of
8%
compared to the prior year. Refer to the tables that follow for details of these adjusted amounts.
|
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||
Net sales
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
|
5.8
|
%
|
|
19.0
|
%
|
(Percentage of net sales)
|
|
2019
|
|
2018
|
|
2017
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
79.1
|
|
|
74.9
|
|
|
73.8
|
|
Gross profit
|
|
20.9
|
|
|
25.1
|
|
|
26.2
|
|
Selling, general and administrative expenses
|
|
16.1
|
|
|
16.5
|
|
|
15.2
|
|
Operating income
|
|
4.8
|
|
|
8.6
|
|
|
11.0
|
|
Interest (expense) income and other, net
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
Earnings before income taxes
|
|
4.2
|
|
|
8.3
|
|
|
11.0
|
|
Income tax expense
|
|
0.9
|
|
|
2.3
|
|
|
3.3
|
|
Net earnings
|
|
3.3
|
%
|
|
6.0
|
%
|
|
7.7
|
%
|
Effective income tax rate
|
|
22.1
|
%
|
|
27.7
|
%
|
|
30.1
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
720,829
|
|
|
$
|
677,198
|
|
|
$
|
385,978
|
|
Operating income
|
|
49,660
|
|
|
59,031
|
|
|
44,768
|
|
|||
Operating margin
|
|
6.9
|
%
|
|
8.7
|
%
|
|
11.6
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
367,203
|
|
|
$
|
384,137
|
|
|
$
|
411,881
|
|
Operating income
|
|
16,503
|
|
|
32,764
|
|
|
44,656
|
|
|||
Operating margin
|
|
4.5
|
%
|
|
8.5
|
%
|
|
10.8
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
286,314
|
|
|
$
|
213,757
|
|
|
$
|
270,937
|
|
Operating income
|
|
30,509
|
|
|
10,420
|
|
|
18,494
|
|
|||
Operating margin
|
|
10.7
|
%
|
|
4.9
|
%
|
|
6.8
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
88,493
|
|
|
$
|
88,303
|
|
|
$
|
89,710
|
|
Operating income
|
|
23,003
|
|
|
22,000
|
|
|
22,467
|
|
|||
Operating margin
|
|
26.0
|
%
|
|
24.9
|
%
|
|
25.0
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
96,423
|
|
|
$
|
127,463
|
|
|
$
|
124,001
|
|
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(60,717
|
)
|
|
(53,196
|
)
|
|
(68,061
|
)
|
|||
Proceeds on sale of property
|
|
12,333
|
|
|
1,394
|
|
|
1,729
|
|
|||
Acquisition of business and intangibles
|
|
—
|
|
|
(182,849
|
)
|
|
(137,932
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings on line of credit, net
|
|
30,000
|
|
|
149,960
|
|
|
44,988
|
|
|||
Repurchase and retirement of common stock
|
|
(43,326
|
)
|
|
(33,676
|
)
|
|
(10,817
|
)
|
|||
Dividends paid
|
|
(17,864
|
)
|
|
(16,393
|
)
|
|
(14,667
|
)
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||||||||||
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt obligations
|
|
$
|
121
|
|
|
$
|
5,521
|
|
|
$
|
227,121
|
|
|
$
|
1,082
|
|
|
$
|
—
|
|
|
$
|
12,000
|
|
|
$
|
245,845
|
|
Operating leases (undiscounted)
|
|
14,888
|
|
|
11,787
|
|
|
9,669
|
|
|
8,772
|
|
|
6,735
|
|
|
16,806
|
|
|
68,657
|
|
|||||||
Purchase obligations
|
|
121,271
|
|
|
9,777
|
|
|
1,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,227
|
|
|||||||
Total cash obligations
|
|
$
|
136,280
|
|
|
$
|
27,085
|
|
|
$
|
237,969
|
|
|
$
|
9,854
|
|
|
$
|
6,735
|
|
|
$
|
28,806
|
|
|
$
|
446,729
|
|
•
|
Revenue growth of 1.0 to 3.0 percent over fiscal
2019
.
|
•
|
Operating margin of 8.2 to 8.6 percent.
|
•
|
Earnings per diluted share of $3.00 to $3.20.
|
•
|
Capital expenditures of approximately $60 to $65 million.
|
•
|
Effective annual tax rate of approximately 24.5 percent.
|
(In thousands, except per share data)
|
|
March 2, 2019
|
|
March 3, 2018
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
17,087
|
|
|
$
|
19,359
|
|
Restricted cash
|
|
12,154
|
|
|
—
|
|
||
Receivables, net of allowance for doubtful accounts
|
|
192,767
|
|
|
211,852
|
|
||
Inventories
|
|
78,344
|
|
|
80,908
|
|
||
Costs and earnings on contracts in excess of billings
|
|
55,095
|
|
|
4,120
|
|
||
Other current assets
|
|
16,451
|
|
|
20,039
|
|
||
Total current assets
|
|
371,898
|
|
|
336,278
|
|
||
Property, plant and equipment, net
|
|
315,823
|
|
|
304,063
|
|
||
Goodwill
|
|
185,832
|
|
|
180,956
|
|
||
Intangible assets
|
|
148,235
|
|
|
167,349
|
|
||
Other non-current assets
|
|
46,380
|
|
|
33,674
|
|
||
Total assets
|
|
$
|
1,068,168
|
|
|
$
|
1,022,320
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
72,219
|
|
|
$
|
68,416
|
|
Accrued payroll and related benefits
|
|
41,119
|
|
|
36,646
|
|
||
Accrued self-insurance reserves
|
|
9,537
|
|
|
10,933
|
|
||
Billings in excess of costs and earnings on uncompleted contracts
|
|
21,478
|
|
|
12,461
|
|
||
Other current liabilities
|
|
83,159
|
|
|
79,696
|
|
||
Total current liabilities
|
|
227,512
|
|
|
208,152
|
|
||
Long-term debt
|
|
245,724
|
|
|
215,860
|
|
||
Long-term self-insurance reserves
|
|
21,433
|
|
|
16,307
|
|
||
Other non-current liabilities
|
|
77,182
|
|
|
70,646
|
|
||
Commitments and contingent liabilities (Note 10)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 27,015,127 and 28,158,042 shares, respectively
|
|
9,005
|
|
|
9,386
|
|
||
Additional paid-in capital
|
|
151,842
|
|
|
152,763
|
|
||
Retained earnings
|
|
367,597
|
|
|
373,259
|
|
||
Common stock held in trust
|
|
(755
|
)
|
|
(922
|
)
|
||
Deferred compensation obligations
|
|
755
|
|
|
922
|
|
||
Accumulated other comprehensive loss
|
|
(32,127
|
)
|
|
(24,053
|
)
|
||
Total shareholders’ equity
|
|
496,317
|
|
|
511,355
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,068,168
|
|
|
$
|
1,022,320
|
|
|
|
Year-Ended
|
||||||||||
|
|
March 2, 2019
|
|
March 3, 2018
|
|
March 4, 2017
|
||||||
(In thousands, except per share data)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
(53 weeks)
|
||||||
Net sales
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
Cost of sales
|
|
1,109,072
|
|
|
992,655
|
|
|
822,510
|
|
|||
Gross profit
|
|
293,565
|
|
|
333,518
|
|
|
292,023
|
|
|||
Selling, general and administrative expenses
|
|
226,281
|
|
|
219,234
|
|
|
169,798
|
|
|||
Operating income
|
|
67,284
|
|
|
114,284
|
|
|
122,225
|
|
|||
Interest income
|
|
355
|
|
|
538
|
|
|
1,008
|
|
|||
Interest expense
|
|
8,449
|
|
|
5,508
|
|
|
971
|
|
|||
Other (expense) income, net
|
|
(528
|
)
|
|
566
|
|
|
543
|
|
|||
Earnings before income taxes
|
|
58,662
|
|
|
109,880
|
|
|
122,805
|
|
|||
Income tax expense
|
|
12,968
|
|
|
30,392
|
|
|
37,015
|
|
|||
Net earnings
|
|
$
|
45,694
|
|
|
$
|
79,488
|
|
|
$
|
85,790
|
|
Earnings per share - basic
|
|
$
|
1.64
|
|
|
$
|
2.79
|
|
|
$
|
2.98
|
|
Earnings per share - diluted
|
|
$
|
1.63
|
|
|
$
|
2.76
|
|
|
$
|
2.97
|
|
Weighted average basic shares outstanding
|
|
27,802
|
|
|
28,534
|
|
|
28,781
|
|
|||
Weighted average diluted shares outstanding
|
|
28,082
|
|
|
28,804
|
|
|
28,893
|
|
|
|
Year-Ended
|
||||||||||
|
|
March 2,
2019 |
|
March 3,
2018 |
|
March 4,
2017 |
||||||
(In thousands)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
(53 weeks)
|
||||||
Net earnings
|
|
$
|
45,694
|
|
|
$
|
79,488
|
|
|
$
|
85,790
|
|
Other comprehensive (loss) earnings:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities, net of $17, $(29) and $(45) of tax expense (benefit), respectively
|
|
64
|
|
|
(95
|
)
|
|
(83
|
)
|
|||
Unrealized (loss) gain on foreign currency hedge, net of $(172), $47 and $- of tax (benefit) expense, respectively
|
|
(565
|
)
|
|
156
|
|
|
—
|
|
|||
Unrealized gain on pension obligation, net of $72, $87 and $74 of tax expense, respectively
|
|
229
|
|
|
284
|
|
|
130
|
|
|||
Foreign currency translation adjustments
|
|
(7,065
|
)
|
|
6,692
|
|
|
234
|
|
|||
Other comprehensive (loss) earnings
|
|
(7,337
|
)
|
|
7,037
|
|
|
281
|
|
|||
Total comprehensive earnings
|
|
$
|
38,357
|
|
|
$
|
86,525
|
|
|
$
|
86,071
|
|
|
|
Year-Ended
|
||||||||||
|
|
March 2,
2019 |
|
March 3,
2018 |
|
March 4,
2017 |
||||||
(In thousands)
|
|
(52 weeks)
|
|
(52 weeks)
|
|
(53 weeks)
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
45,694
|
|
|
$
|
79,488
|
|
|
$
|
85,790
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
49,798
|
|
|
54,843
|
|
|
35,607
|
|
|||
Share-based compensation
|
|
6,286
|
|
|
6,205
|
|
|
5,986
|
|
|||
Deferred income taxes
|
|
(5,506
|
)
|
|
3,195
|
|
|
(1,065
|
)
|
|||
(Loss) gain on disposal of assets
|
|
(2,475
|
)
|
|
1,037
|
|
|
(371
|
)
|
|||
Impairment on intangible assets
|
|
3,141
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from new markets tax credit transaction, net of deferred costs
|
|
8,850
|
|
|
—
|
|
|
5,109
|
|
|||
Other, net
|
|
(2,179
|
)
|
|
(1,431
|
)
|
|
(2,331
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
18,164
|
|
|
18,172
|
|
|
3,460
|
|
|||
Inventories
|
|
5,114
|
|
|
10,387
|
|
|
(10,318
|
)
|
|||
Costs and earnings on contracts in excess of billings
|
|
(48,712
|
)
|
|
1,134
|
|
|
3,931
|
|
|||
Accounts payable and accrued expenses
|
|
7,600
|
|
|
(25,627
|
)
|
|
17,449
|
|
|||
Billings in excess of costs and earnings on uncompleted contracts
|
|
9,026
|
|
|
(16,541
|
)
|
|
(9,991
|
)
|
|||
Refundable and accrued income taxes
|
|
3,680
|
|
|
315
|
|
|
(9,647
|
)
|
|||
Other, net
|
|
(2,058
|
)
|
|
(3,714
|
)
|
|
392
|
|
|||
Net cash provided by operating activities
|
|
96,423
|
|
|
127,463
|
|
|
124,001
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(60,717
|
)
|
|
(53,196
|
)
|
|
(68,061
|
)
|
|||
Purchases of marketable securities
|
|
(9,213
|
)
|
|
(10,244
|
)
|
|
(3,705
|
)
|
|||
Sales/maturities of marketable securities
|
|
6,110
|
|
|
10,476
|
|
|
36,433
|
|
|||
Proceeds from sales of property, plant and equipment
|
|
12,333
|
|
|
1,394
|
|
|
1,729
|
|
|||
Acquisition of business and intangibles
|
|
—
|
|
|
(182,849
|
)
|
|
(137,932
|
)
|
|||
Other, net
|
|
(2,209
|
)
|
|
851
|
|
|
(4,388
|
)
|
|||
Net cash used in investing activities
|
|
(53,696
|
)
|
|
(233,568
|
)
|
|
(175,924
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings on line of credit
|
|
363,000
|
|
|
385,700
|
|
|
121,000
|
|
|||
Payments on line of credit
|
|
(333,000
|
)
|
|
(235,740
|
)
|
|
(76,012
|
)
|
|||
Shares withheld for taxes, net of stock issued to employees
|
|
(1,531
|
)
|
|
(1,712
|
)
|
|
(446
|
)
|
|||
Repurchase and retirement of common stock
|
|
(43,326
|
)
|
|
(33,676
|
)
|
|
(10,817
|
)
|
|||
Dividends paid
|
|
(17,864
|
)
|
|
(16,393
|
)
|
|
(14,667
|
)
|
|||
Other, net
|
|
395
|
|
|
155
|
|
|
(396
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(32,326
|
)
|
|
98,334
|
|
|
18,662
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
10,401
|
|
|
(7,771
|
)
|
|
(33,261
|
)
|
|||
Effect of exchange rates on cash
|
|
(519
|
)
|
|
(167
|
)
|
|
88
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
|
19,359
|
|
|
27,297
|
|
|
60,470
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
29,241
|
|
|
$
|
19,359
|
|
|
$
|
27,297
|
|
Noncash Activity
|
|
|
|
|
|
|
||||||
Capital expenditures in accounts payable
|
|
$
|
1,703
|
|
|
$
|
1,784
|
|
|
$
|
3,254
|
|
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 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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax deficit associated with stock plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
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
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect adjustment (see Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized gain on marketable securities, net of $17 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
||||||
Unrealized loss on foreign currency hedge, net of $172 tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(565
|
)
|
||||||
Unrealized gain on pension obligation, net of $72 tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,065
|
)
|
||||||
Reclassification of tax effects (see Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
737
|
|
|
—
|
|
|
—
|
|
|
(737
|
)
|
||||||
Issuance of stock, net of cancellations
|
|
135
|
|
|
45
|
|
|
80
|
|
|
145
|
|
|
167
|
|
|
(167
|
)
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
6,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
19
|
|
|
6
|
|
|
177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share repurchases
|
|
(1,258
|
)
|
|
(419
|
)
|
|
(7,204
|
)
|
|
(35,703
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other share retirements
|
|
(39
|
)
|
|
(13
|
)
|
|
(260
|
)
|
|
(1,670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends ($0.6475 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,864
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at March 2, 2019
|
|
27,015
|
|
|
$
|
9,005
|
|
|
$
|
151,842
|
|
|
$
|
367,597
|
|
|
$
|
(755
|
)
|
|
$
|
755
|
|
|
$
|
(32,127
|
)
|
1.
|
Summary of Significant Accounting Policies and Related Data
|
•
|
We have made an accounting policy election to account for shipping and handling activities that occur after control of the related goods transfers to the customer as fulfillment activities, instead of assessing such activities as performance obligations.
|
•
|
We have made an accounting policy election to exclude from the transaction price all sales taxes related to revenue-producing transactions that are collected from the customer for a government authority.
|
•
|
We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are included in selling, general and administrative expenses.
|
•
|
We have not adjusted contract price for a significant financing component, as we expect the period between when our goods and services are transferred to the customer and when the customer pays for those goods and services to be less than a year.
|
|
|
Three Months Ended March 2, 2019
|
|
Twelve Months Ended March 2, 2019
|
||||||||||||
In thousands
|
|
As reported
|
|
Without adoption of ASC 606
|
|
As reported
|
|
Without adoption of ASC 606
|
||||||||
Net sales
|
|
$
|
346,255
|
|
|
$
|
339,673
|
|
|
$
|
1,402,637
|
|
|
$
|
1,382,274
|
|
Cost of sales
|
|
301,976
|
|
|
297,945
|
|
|
1,109,072
|
|
|
1,094,747
|
|
||||
Gross profit
|
|
44,279
|
|
|
41,728
|
|
|
293,565
|
|
|
287,527
|
|
||||
Selling, general and administrative expenses
|
|
59,057
|
|
|
58,726
|
|
|
226,281
|
|
|
225,286
|
|
||||
Operating income (loss)
|
|
$
|
(14,778
|
)
|
|
$
|
(16,998
|
)
|
|
$
|
67,284
|
|
|
$
|
62,241
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
|
$
|
(5,062
|
)
|
|
$
|
(5,713
|
)
|
|
$
|
12,968
|
|
|
$
|
11,850
|
|
Net earnings (loss)
|
|
(12,083
|
)
|
|
(13,653
|
)
|
|
45,694
|
|
|
41,769
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
March 2, 2019
|
||||||||||||
|
|
|
|
|
|
As reported
|
|
Without adoption of ASC 606
|
||||||||
Inventories
|
|
|
|
|
|
$
|
78,344
|
|
|
$
|
89,676
|
|
||||
Costs and earnings on contracts in excess of billings
|
|
|
|
|
|
55,095
|
|
|
19,515
|
|
||||||
Billings on contracts in excess of costs and earnings
|
|
|
|
|
|
21,478
|
|
|
21,022
|
|
||||||
Other current liabilities
|
|
|
|
|
|
83,159
|
|
|
81,467
|
|
||||||
Retained earnings
|
|
|
|
|
|
367,597
|
|
|
363,672
|
|
(In thousands)
|
|
|
||
Net working capital
|
|
$
|
1,422
|
|
Property, plant and equipment
|
|
44,641
|
|
|
Goodwill
|
|
90,429
|
|
|
Other intangible assets
|
|
71,500
|
|
|
Less: Long-term liabilities acquired, net
|
|
17,643
|
|
|
Net assets acquired
|
|
$
|
190,349
|
|
(In thousands)
|
|
||
Net working capital
|
$
|
10,682
|
|
Property, plant and equipment
|
7,993
|
|
|
Goodwill
|
21,380
|
|
|
Other intangible assets
|
94,630
|
|
|
Net assets acquired
|
$
|
134,685
|
|
|
|
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.
|
Revenue, Receivables and Contract Assets and Liabilities
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||
(In thousands)
|
|
March 2, 2019
|
|
March 2, 2019
|
||||
Recognized at shipment
|
|
$
|
141,793
|
|
|
$
|
623,357
|
|
Recognized over time
|
|
204,462
|
|
|
779,280
|
|
||
Total
|
|
$
|
346,255
|
|
|
$
|
1,402,637
|
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Trade accounts
|
|
$
|
145,693
|
|
|
$
|
157,562
|
|
Construction contracts
|
|
19,050
|
|
|
26,545
|
|
||
Contract retainage
|
|
32,396
|
|
|
26,388
|
|
||
Other receivables
|
|
—
|
|
|
2,887
|
|
||
Total receivables
|
|
197,139
|
|
|
213,382
|
|
||
Less: allowance for doubtful accounts
|
|
(4,372
|
)
|
|
(1,530
|
)
|
||
Net receivables
|
|
$
|
192,767
|
|
|
$
|
211,852
|
|
(In thousands)
|
|
March 2, 2019
|
|
March 3, 2018
|
||||
Contract assets
|
|
$
|
87,491
|
|
|
$
|
30,508
|
|
Contract liabilities
|
|
24,083
|
|
|
20,120
|
|
(In thousands)
|
|
March 2, 2019
|
||
Within one year
|
|
$
|
376,027
|
|
Within two years
|
|
264,390
|
|
|
Beyond
|
|
93,660
|
|
|
Total
|
|
$
|
734,077
|
|
4.
|
Supplemental Balance Sheet Information
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Raw materials
|
|
$
|
43,890
|
|
|
$
|
35,049
|
|
Work-in-process
|
|
15,533
|
|
|
17,406
|
|
||
Finished goods
|
|
18,921
|
|
|
28,453
|
|
||
Total inventories
|
|
$
|
78,344
|
|
|
$
|
80,908
|
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Warranties
|
|
$
|
12,475
|
|
|
$
|
18,110
|
|
Accrued project losses
|
|
37,085
|
|
|
26,422
|
|
||
Taxes
|
|
8,026
|
|
|
5,342
|
|
||
Other
|
|
25,573
|
|
|
29,822
|
|
||
Total other current liabilities
|
|
$
|
83,159
|
|
|
$
|
79,696
|
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Deferred benefit from New Markets Tax Credit transactions
|
|
$
|
26,458
|
|
|
$
|
16,708
|
|
Retirement plan obligations
|
|
7,633
|
|
|
8,997
|
|
||
Deferred compensation plan
|
|
10,408
|
|
|
10,730
|
|
||
Other
|
|
32,683
|
|
|
34,211
|
|
||
Total other non-current liabilities
|
|
$
|
77,182
|
|
|
$
|
70,646
|
|
5.
|
Financial Instruments
|
(In thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
March 2, 2019
|
|
$
|
12,481
|
|
|
$
|
59
|
|
|
$
|
(108
|
)
|
|
$
|
12,432
|
|
March 3, 2018
|
|
9,183
|
|
|
8
|
|
|
(138
|
)
|
|
9,053
|
|
(In thousands)
|
|
Amortized Cost
|
|
Estimated Market Value
|
||||
Due within one year
|
|
$
|
405
|
|
|
$
|
402
|
|
Due after one year through five years
|
|
9,479
|
|
|
9,439
|
|
||
Due after five years through 10 years
|
|
1,834
|
|
|
1,834
|
|
||
Due after 10 years through 15 years
|
|
—
|
|
|
—
|
|
||
Due beyond 15 years
|
|
763
|
|
|
757
|
|
||
Total
|
|
$
|
12,481
|
|
|
$
|
12,432
|
|
(In thousands)
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Other Observable Inputs
(Level 2)
|
|
Total Fair
Value
|
||||||
March 2, 2019
|
|
|
|
|
|
|
||||||
Cash equivalents
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
2,015
|
|
|
$
|
—
|
|
|
$
|
2,015
|
|
Commercial paper
|
|
—
|
|
|
300
|
|
|
300
|
|
|||
Total cash equivalents
|
|
2,015
|
|
|
300
|
|
|
2,315
|
|
|||
Short-term securities
|
|
|
|
|
|
|
||||||
Municipal and corporate bonds
|
|
—
|
|
|
402
|
|
|
402
|
|
|||
Long-term securities
|
|
|
|
|
|
|
||||||
Municipal and corporate bonds
|
|
—
|
|
|
12,030
|
|
|
12,030
|
|
|||
Total assets at fair value
|
|
$
|
2,015
|
|
|
$
|
12,732
|
|
|
$
|
14,747
|
|
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 and corporate bonds
|
|
—
|
|
|
423
|
|
|
423
|
|
|||
Long-term securities
|
|
|
|
|
|
|
||||||
Municipal and corporate bonds
|
|
—
|
|
|
8,630
|
|
|
8,630
|
|
|||
Total assets at fair value
|
|
$
|
2,901
|
|
|
$
|
9,453
|
|
|
$
|
12,354
|
|
6.
|
Property, Plant and Equipment
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
7,101
|
|
|
$
|
7,251
|
|
Buildings and improvements
|
|
196,057
|
|
|
172,468
|
|
||
Machinery and equipment
|
|
375,700
|
|
|
380,952
|
|
||
Office equipment and furniture
|
|
56,366
|
|
|
56,752
|
|
||
Construction in progress
|
|
40,846
|
|
|
44,095
|
|
||
Total property, plant and equipment
|
|
676,070
|
|
|
661,518
|
|
||
Less accumulated depreciation
|
|
(360,247
|
)
|
|
(357,455
|
)
|
||
Net property, plant and equipment
|
|
$
|
315,823
|
|
|
$
|
304,063
|
|
7.
|
Goodwill and Other Intangible Assets
|
(In thousands)
|
|
Architectural Framing Systems
|
|
Architectural Glass
|
|
Architectural Services
|
|
Large-Scale
Optical
|
|
Total
|
||||||||||
Balance at March 4, 2017
|
|
$
|
63,701
|
|
|
$
|
25,956
|
|
|
$
|
1,120
|
|
|
$
|
10,557
|
|
|
$
|
101,334
|
|
Goodwill acquired
|
|
84,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,162
|
|
|||||
Goodwill adjustments for purchase accounting
|
|
(5,859
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,859
|
)
|
|||||
Foreign currency translation
|
|
1,304
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
1,319
|
|
|||||
Balance at March 3, 2018
|
|
143,308
|
|
|
25,971
|
|
|
1,120
|
|
|
10,557
|
|
|
180,956
|
|
|||||
Goodwill adjustments for purchase accounting
|
|
6,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,267
|
|
|||||
Foreign currency translation
|
|
(1,129
|
)
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
|
(1,391
|
)
|
|||||
Balance at March 2, 2019
|
|
$
|
148,446
|
|
|
$
|
25,709
|
|
|
$
|
1,120
|
|
|
$
|
10,557
|
|
|
$
|
185,832
|
|
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Foreign
Currency
Translation
|
|
Net
|
||||||||||
March 2, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
|
$
|
122,816
|
|
|
$
|
(26,637
|
)
|
|
$
|
—
|
|
|
$
|
(2,578
|
)
|
|
$
|
93,601
|
|
Other intangibles
|
|
41,697
|
|
|
(31,634
|
)
|
|
—
|
|
|
(850
|
)
|
|
9,213
|
|
|||||
Total definite-lived intangible assets
|
|
164,513
|
|
|
(58,271
|
)
|
|
—
|
|
|
(3,428
|
)
|
|
102,814
|
|
|||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trademarks
|
|
49,078
|
|
|
—
|
|
|
(3,141
|
)
|
|
(516
|
)
|
|
45,421
|
|
|||||
Total intangible assets
|
|
$
|
213,591
|
|
|
$
|
(58,271
|
)
|
|
$
|
(3,141
|
)
|
|
$
|
(3,944
|
)
|
|
$
|
148,235
|
|
March 3, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
|
$
|
122,816
|
|
|
$
|
(20,277
|
)
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
|
$
|
102,483
|
|
Other intangibles
|
|
41,697
|
|
|
(25,879
|
)
|
|
—
|
|
|
(30
|
)
|
|
15,788
|
|
|||||
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
|
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
Estimated amortization expense
|
|
$
|
8,059
|
|
|
$
|
8,053
|
|
|
$
|
7,896
|
|
|
$
|
7,508
|
|
|
$
|
7,476
|
|
8.
|
Debt
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||
Maturities
|
|
$121
|
|
$5,521
|
|
$227,121
|
|
$1,082
|
|
$—
|
|
$12,000
|
|
$
|
245,845
|
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
||||
Average daily borrowings during the year
|
|
$
|
207,358
|
|
|
$
|
195,400
|
|
Maximum borrowings outstanding during the year
|
|
249,000
|
|
|
276,100
|
|
||
Weighted average interest rate during the year
|
|
3.61
|
%
|
|
2.61
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest on debt
|
|
$
|
8,114
|
|
|
$
|
5,208
|
|
|
$
|
971
|
|
Other interest expense
|
|
335
|
|
|
300
|
|
|
—
|
|
|||
Interest expense
|
|
$
|
8,449
|
|
|
$
|
5,508
|
|
|
$
|
971
|
|
9.
|
Employee Benefit Plans
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Change in projected benefit obligation
|
|
|
|
|
||||
Benefit obligation beginning of period
|
|
$
|
13,834
|
|
|
$
|
14,492
|
|
Interest cost
|
|
506
|
|
|
531
|
|
||
Actuarial (gain)
|
|
(19
|
)
|
|
(175
|
)
|
||
Benefits paid
|
|
(1,011
|
)
|
|
(1,014
|
)
|
||
Benefit obligation at measurement date
|
|
13,310
|
|
|
13,834
|
|
||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets beginning of period
|
|
$
|
4,169
|
|
|
$
|
4,185
|
|
Actual return on plan assets
|
|
97
|
|
|
10
|
|
||
Company contributions
|
|
2,075
|
|
|
988
|
|
||
Benefits paid
|
|
(1,011
|
)
|
|
(1,014
|
)
|
||
Fair value of plan assets at measurement date
|
|
5,330
|
|
|
4,169
|
|
||
Underfunded status
|
|
$
|
(7,980
|
)
|
|
$
|
(9,665
|
)
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Other non-current assets
|
|
$
|
337
|
|
|
$
|
—
|
|
Current liabilities
|
|
(684
|
)
|
|
(668
|
)
|
||
Other non-current liabilities
|
|
(7,633
|
)
|
|
(8,997
|
)
|
||
Total
|
|
$
|
(7,980
|
)
|
|
$
|
(9,665
|
)
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Net actuarial loss
|
|
$
|
5,025
|
|
|
$
|
5,325
|
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Net actuarial gain
|
|
$
|
229
|
|
|
$
|
284
|
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest cost
|
|
$
|
506
|
|
|
$
|
531
|
|
|
$
|
555
|
|
Expected return on assets
|
|
(40
|
)
|
|
(41
|
)
|
|
(41
|
)
|
|||
Amortization of unrecognized net loss
|
|
226
|
|
|
228
|
|
|
225
|
|
|||
Net periodic benefit cost
|
|
$
|
692
|
|
|
$
|
718
|
|
|
$
|
739
|
|
Benefit Obligation Weighted-Average Assumptions
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate
|
|
3.80
|
%
|
|
3.80
|
%
|
|
3.80
|
%
|
Net Periodic Benefit Expense Weighted-Average Assumptions
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate
|
|
3.85
|
%
|
|
3.80
|
%
|
|
3.85
|
%
|
Expected long-term rate of return on assets
|
|
4.50
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025-2029
|
||||||||||||
Estimated future benefit payments
|
|
$
|
1,054
|
|
|
$
|
1,035
|
|
|
$
|
1,008
|
|
|
$
|
977
|
|
|
$
|
946
|
|
|
$
|
4,405
|
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Total minimum payments
|
|
$
|
14,888
|
|
|
$
|
11,787
|
|
|
$
|
9,669
|
|
|
$
|
8,772
|
|
|
$
|
6,735
|
|
|
$
|
16,806
|
|
|
$
|
68,657
|
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
|
$
|
22,517
|
|
|
$
|
21,933
|
|
Additional accruals
|
|
5,552
|
|
|
4,643
|
|
||
Acquired reserves
|
|
—
|
|
|
5,663
|
|
||
Claims paid
|
|
(11,332
|
)
|
|
(9,722
|
)
|
||
Balance at end of period
|
|
$
|
16,737
|
|
|
$
|
22,517
|
|
Inception date
|
|
Termination date
|
|
Proceeds received
|
|
Deferred costs
|
|
Net benefit
|
||||||
November 2013
|
|
October 2020
|
|
$
|
10.7
|
|
|
$
|
3.0
|
|
|
$
|
7.7
|
|
June 2016
|
|
May 2023
|
|
6.0
|
|
|
0.9
|
|
|
5.1
|
|
|||
August 2018
|
|
July 2025
|
|
6.6
|
|
|
0.9
|
|
|
5.7
|
|
|||
September 2018
|
|
August 2025
|
|
3.2
|
|
|
0.8
|
|
|
2.4
|
|
|||
Total
|
|
|
|
$
|
26.5
|
|
|
$
|
5.6
|
|
|
$
|
20.9
|
|
11.
|
Shareholders' Equity
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Net unrealized loss on marketable securities
|
|
$
|
(35
|
)
|
|
$
|
(99
|
)
|
Foreign currency hedge
|
|
(409
|
)
|
|
156
|
|
||
Pension liability adjustments
|
|
(3,852
|
)
|
|
(3,344
|
)
|
||
Foreign currency translation adjustments
|
|
(27,831
|
)
|
|
(20,766
|
)
|
||
Total accumulated other comprehensive loss
|
|
$
|
(32,127
|
)
|
|
$
|
(24,053
|
)
|
12.
|
Share-Based Compensation
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate
Intrinsic Value at Year-End
|
|||||
Outstanding at March 3, 2018
|
|
129,901
|
|
|
$
|
11.10
|
|
|
|
|
|
||
Awards exercised
|
|
(29,560
|
)
|
|
20.43
|
|
|
|
|
|
|||
Outstanding and exercisable at March 2, 2019
|
|
100,341
|
|
|
$
|
8.34
|
|
|
2.5 Years
|
|
$
|
2,778,442
|
|
|
|
Number of Shares and Units
|
|
Weighted Average Grant Date Fair Value
|
|||
March 3, 2018
|
|
266,180
|
|
|
$
|
49.22
|
|
Granted
|
|
163,987
|
|
|
43.00
|
|
|
Vested
|
|
(124,112
|
)
|
|
46.09
|
|
|
Canceled
|
|
(19,442
|
)
|
|
48.93
|
|
|
March 2, 2019
|
|
286,613
|
|
|
$
|
47.00
|
|
13.
|
Income Taxes
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
60,042
|
|
|
$
|
111,980
|
|
|
$
|
123,229
|
|
International
|
|
(1,380
|
)
|
|
(2,100
|
)
|
|
(424
|
)
|
|||
Earnings before income taxes
|
|
$
|
58,662
|
|
|
$
|
109,880
|
|
|
$
|
122,805
|
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
22,746
|
|
|
$
|
22,074
|
|
|
$
|
35,610
|
|
State and local
|
|
(4,437
|
)
|
|
3,106
|
|
|
2,929
|
|
|||
International
|
|
(459
|
)
|
|
1,578
|
|
|
(147
|
)
|
|||
Total current
|
|
17,850
|
|
|
26,758
|
|
|
38,392
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(12,409
|
)
|
|
4,049
|
|
|
(945
|
)
|
|||
State and local
|
|
6,275
|
|
|
351
|
|
|
(78
|
)
|
|||
International
|
|
628
|
|
|
(1,205
|
)
|
|
(42
|
)
|
|||
Total deferred
|
|
(5,506
|
)
|
|
3,195
|
|
|
(1,065
|
)
|
|||
Total non-current tax expense (benefit)
|
|
624
|
|
|
439
|
|
|
(312
|
)
|
|||
Total income tax expense
|
|
$
|
12,968
|
|
|
$
|
30,392
|
|
|
$
|
37,015
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax rate
|
|
21.0
|
%
|
|
32.7
|
%
|
|
35.0
|
%
|
Tax rate change revaluation
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
Manufacturing deduction
|
|
—
|
|
|
(2.2
|
)
|
|
(3.3
|
)
|
State and local income taxes, net of federal tax benefit
|
|
2.7
|
|
|
1.8
|
|
|
1.6
|
|
Foreign tax rate differential
|
|
0.8
|
|
|
(0.7
|
)
|
|
(1.6
|
)
|
Tax credits - research & development
|
|
(2.7
|
)
|
|
(0.9
|
)
|
|
(0.7
|
)
|
Other, net
|
|
0.3
|
|
|
0.7
|
|
|
(0.9
|
)
|
Consolidated effective income tax rate
|
|
22.1
|
%
|
|
27.7
|
%
|
|
30.1
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Other accruals
|
|
$
|
13,530
|
|
|
$
|
3,428
|
|
Deferred compensation
|
|
9,007
|
|
|
8,926
|
|
||
Goodwill and other intangibles
|
|
(5,151
|
)
|
|
(4,655
|
)
|
||
Depreciation
|
|
(24,289
|
)
|
|
(19,523
|
)
|
||
Liability for unrecognized tax benefits
|
|
2,547
|
|
|
2,850
|
|
||
Net operating losses and tax credits
|
|
9,913
|
|
|
6,272
|
|
||
Valuation allowance on net operating losses
|
|
(8,546
|
)
|
|
(4,296
|
)
|
||
Unearned income
|
|
4,557
|
|
|
2,628
|
|
||
Other
|
|
1,550
|
|
|
1,067
|
|
||
Deferred tax assets (liabilities)
|
|
$
|
3,118
|
|
|
$
|
(3,303
|
)
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gross unrecognized tax benefits at beginning of year
|
|
$
|
4,705
|
|
|
$
|
4,075
|
|
|
$
|
4,512
|
|
Gross increases in tax positions for prior years
|
|
500
|
|
|
614
|
|
|
54
|
|
|||
Gross decreases in tax positions for prior years
|
|
(377
|
)
|
|
(122
|
)
|
|
(233
|
)
|
|||
Gross increases based on tax positions related to the current year
|
|
1,067
|
|
|
639
|
|
|
508
|
|
|||
Settlements
|
|
(303
|
)
|
|
—
|
|
|
(23
|
)
|
|||
Statute of limitations expiration
|
|
(481
|
)
|
|
(519
|
)
|
|
(743
|
)
|
|||
Revaluation impact
|
|
—
|
|
|
18
|
|
|
—
|
|
|||
Gross unrecognized tax benefits at end of year
|
|
$
|
5,111
|
|
|
$
|
4,705
|
|
|
$
|
4,075
|
|
14.
|
Earnings per Share
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
|||
Basic earnings per share - weighted average common shares outstanding
|
|
27,802
|
|
|
28,534
|
|
|
28,781
|
|
Weighted average effect of nonvested share grants and assumed exercise of stock options
|
|
280
|
|
|
270
|
|
|
112
|
|
Diluted earnings per share - weighted average common shares and potential common shares outstanding
|
|
28,082
|
|
|
28,804
|
|
|
28,893
|
|
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
|
|
134
|
|
|
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)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
|
$
|
720,829
|
|
|
$
|
677,198
|
|
|
$
|
385,978
|
|
Architectural Glass
|
|
367,203
|
|
|
384,137
|
|
|
411,881
|
|
|||
Architectural Services
|
|
286,314
|
|
|
213,757
|
|
|
270,937
|
|
|||
Large-Scale Optical
|
|
88,493
|
|
|
88,303
|
|
|
89,710
|
|
|||
Intersegment elimination
|
|
(60,202
|
)
|
|
(37,222
|
)
|
|
(43,973
|
)
|
|||
Total
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
|
$
|
49,660
|
|
|
$
|
59,031
|
|
|
$
|
44,768
|
|
Architectural Glass
|
|
16,503
|
|
|
32,764
|
|
|
44,656
|
|
|||
Architectural Services
|
|
30,509
|
|
|
10,420
|
|
|
18,494
|
|
|||
Large-Scale Optical
|
|
23,003
|
|
|
22,000
|
|
|
22,467
|
|
|||
Corporate and other
|
|
(52,391
|
)
|
|
(9,931
|
)
|
|
(8,160
|
)
|
|||
Total
|
|
$
|
67,284
|
|
|
$
|
114,284
|
|
|
$
|
122,225
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
|
$
|
28,937
|
|
|
$
|
31,764
|
|
|
$
|
12,404
|
|
Architectural Glass
|
|
13,009
|
|
|
14,525
|
|
|
15,912
|
|
|||
Architectural Services
|
|
1,234
|
|
|
1,325
|
|
|
1,364
|
|
|||
Large-Scale Optical
|
|
3,692
|
|
|
4,556
|
|
|
4,785
|
|
|||
Corporate and other
|
|
2,926
|
|
|
2,673
|
|
|
1,142
|
|
|||
Total
|
|
$
|
49,798
|
|
|
$
|
54,843
|
|
|
$
|
35,607
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
|
$
|
19,098
|
|
|
$
|
15,273
|
|
|
$
|
14,070
|
|
Architectural Glass
|
|
27,722
|
|
|
26,228
|
|
|
44,439
|
|
|||
Architectural Services
|
|
1,433
|
|
|
2,510
|
|
|
1,981
|
|
|||
Large-Scale Optical
|
|
6,989
|
|
|
3,307
|
|
|
1,510
|
|
|||
Corporate and other
|
|
5,475
|
|
|
5,878
|
|
|
6,061
|
|
|||
Total
|
|
$
|
60,717
|
|
|
$
|
53,196
|
|
|
$
|
68,061
|
|
Identifiable Assets
|
|
|
|
|
|
|
||||||
Architectural Framing Systems
|
|
$
|
617,001
|
|
|
$
|
618,455
|
|
|
$
|
359,633
|
|
Architectural Glass
|
|
281,817
|
|
|
250,407
|
|
|
254,840
|
|
|||
Architectural Services
|
|
59,227
|
|
|
53,424
|
|
|
70,875
|
|
|||
Large-Scale Optical
|
|
61,031
|
|
|
58,523
|
|
|
58,198
|
|
|||
Corporate and other
|
|
49,092
|
|
|
41,511
|
|
|
41,112
|
|
|||
Total
|
|
$
|
1,068,168
|
|
|
$
|
1,022,320
|
|
|
$
|
784,658
|
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,259,319
|
|
|
$
|
1,187,922
|
|
|
$
|
1,031,214
|
|
Canada
|
|
128,735
|
|
|
122,981
|
|
|
65,958
|
|
|||
Brazil
|
|
14,583
|
|
|
15,270
|
|
|
17,361
|
|
|||
Total
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
|
$
|
1,114,533
|
|
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
297,072
|
|
|
$
|
283,432
|
|
|
$
|
227,145
|
|
Canada
|
|
12,563
|
|
|
13,384
|
|
|
13,303
|
|
|||
Brazil
|
|
6,188
|
|
|
7,247
|
|
|
6,300
|
|
|||
Total
|
|
$
|
315,823
|
|
|
$
|
304,063
|
|
|
$
|
246,748
|
|
16.
|
Quarterly Data (Unaudited)
|
|
|
Quarter
|
|
|
||||||||||||||||
(In thousands, except per share data)
|
|
First
|
|
Second
(1)
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
336,531
|
|
|
$
|
362,133
|
|
|
$
|
357,718
|
|
|
$
|
346,255
|
|
|
$
|
1,402,637
|
|
Gross profit
|
|
80,730
|
|
|
84,466
|
|
|
84,090
|
|
|
44,279
|
|
|
293,565
|
|
|||||
Net earnings (loss)
|
|
15,373
|
|
|
20,513
|
|
|
21,891
|
|
|
(12,083
|
)
|
(2)
|
45,694
|
|
|||||
Earnings (loss) per share - basic
|
|
0.55
|
|
|
0.73
|
|
|
0.79
|
|
|
(0.45
|
)
|
|
1.64
|
|
|||||
Earnings (loss) per share - diluted
|
|
0.54
|
|
|
0.72
|
|
|
0.78
|
|
|
(0.45
|
)
|
|
1.63
|
|
|||||
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
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, CODE OF ETHICS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Director Class and Term
|
|
Independence
|
|
Board Committee
|
|
Director Since
|
Bernard P. Aldrich
|
|
69
|
|
Class II
Term Expiring in 2021
|
|
Independent
|
|
Non-Executive Board Chair
|
|
1999
|
Jerome L. Davis
|
|
63
|
|
Class III
Term Expiring in 2019
|
|
Independent
|
|
Chair, Compensation Committee
|
|
2004
|
Sara L. Hays
|
|
54
|
|
Class III
Term Expiring in 2019
|
|
Independent
|
|
Member, Compensation Committee and Nominating and Corporate Governance Committee
|
|
2005
|
Lloyd E. Johnson
|
|
65
|
|
Class I
Term Expiring in 2020
|
|
Independent
|
|
Chair, Audit Committee (Audit Committee Financial Expert)
|
|
2017
|
Donald A. Nolan
|
|
58
|
|
Class I
Term Expiring in 2020
|
|
Independent
|
|
Member, Compensation Committee and Nominating and Corporate Governance Committee
|
|
2013
|
Herbert K. Parker
|
|
61
|
|
Class II
Term Expiring in 2021
|
|
Independent
|
|
Member, Audit Committee and Nominating and Corporate Governance Committee (Audit Committee Financial Expert)
|
|
2018
|
Mark A. Pompa
|
|
54
|
|
Class III
Term Expiring in 2019
|
|
Independent
|
|
Member, Audit Committee (Audit Committee Financial Expert)
|
|
2018
|
Joseph F. Puishys
Chief Executive Officer and President
|
|
60
|
|
Class II
Term Expiring in 2021
|
|
Not Independent
|
|
N/A
|
|
2011
|
Richard V. Reynolds
|
|
70
|
|
Class III
Term Expiring in 2019
|
|
Independent
|
|
Chair, Nominating and Corporate Governance Committee
|
|
2006
|
Patricia K. Wagner
|
|
56
|
|
Class I
Term Expiring in 2020
|
|
Independent
|
|
Member, Audit Committee and Compensation Committee (Audit Committee Financial Expert)
|
|
2016
|
- Executive leadership
|
- Enterprise risk management
|
- Investor relations
|
- Strategy
|
- Business operations
|
- Corporate governance
|
- Sales and business development
|
- International
|
- Public company board experience
|
- Marketing
|
- Commercial real estate development
|
- Consumer/retail/consulting
|
- Information technology
|
|
|
|
|
|
Public directorships
- GameStop Corporation (2005 - Present)
|
- Executive leadership
|
- Enterprise risk management
|
- Private company board experience
|
- Corporate governance
|
- Legal and regulatory compliance
|
- Debt and equity structuring
|
- Commercial real estate industry
|
- Strategy development and execution
|
- Complex transactions, including
acquisitions and workouts
|
- Hospitality industries
|
|
|
- Executive leadership
|
- Enterprise risk management
|
- Leadership development
|
- Public accounting and audit
|
- Mergers and acquisitions
|
- Executive compensation
|
- Financial management
|
- International business
|
- Corporate governance
|
- Business operations
|
- Information technology, including
cybersecurity
|
- Industrial, commercial and consumer
markets
|
- Executive leadership
|
- Business operations
|
- Enterprise risk management
|
- Financial management
|
- Mergers and acquisitions
|
- Leadership development
|
- Accounting and audit
|
- Strategy development and execution
|
- Executive compensation
|
- Commercial construction industry
|
|
|
- Executive leadership
|
- Strategy development and execution
|
- Leadership development
|
- Financial management
|
- Manufacturing operations
|
- International operations
|
- Commercial building industry
|
- Sales
|
- Corporate governance
|
- Commercial construction industry
|
- Business operations
|
- Public company board experience
|
|
|
|
Public directorships
- Arctic Cat, Inc. (2013 - 2017)
|
- Executive leadership
|
- Leadership development
|
- Corporate governance
|
- Government relations
|
- Regulatory compliance
|
- Public company board experience
|
- Government contracting and
procurement
|
- Enterprise risk management
|
- Research and development / product
development
|
- Information technology, including
cybersecurity
|
- Supply chain logistics and
management
|
|
|
|
|
Public directorships
- Allison Transmission Holdings, Inc. (2010 - Present)
|
- Executive leadership
|
- Strategy development and execution
|
- Mergers and acquisitions
|
- Business operations
|
- Energy industry
|
- Regulatory compliance
|
- Financial management
|
- Enterprise risk management
|
- Leadership development
|
- Accounting and audit
|
- Information technology
|
- Executive compensation
|
- Corporate governance
|
|
|
Board Committee
|
|
Responsibilities
|
AUDIT COMMITTEE
All Members Independent
This Committee has oversight responsibilities for our independent registered public accounting firm.
Each member meets the independence and experience requirements of the NASDAQ listing standards and the SEC.
Each member is an “audit committee financial expert” under the rules of the SEC.
|
|
- Directly responsible for the appointment, compensation, retention and oversight of the work
of the firm that serves as the independent accountants to audit our financial statements.
- Oversees our system of financial controls, internal audit procedures and internal audit
function.
- Oversees our program to ensure compliance with legal and regulatory requirements and
ethical business practices.
- Assesses and establishes policies and procedures to manage our financial reporting and
internal control risk.
- Establishes policies and procedures for the pre-approval of all services by our independent
registered public accounting firm.
- Establishes procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters.
- Considers the accounting firm’s independence.
|
COMPENSATION COMMITTEE
All Members Independent
This Committee administers our executive compensation program.
Each member is a “non-employee” director, as defined in the Exchange Act, and is an “outside director” as defined in Section 162(m).
|
|
- Establishes our executive compensation philosophy and compensation programs that comply
with this philosophy.
- Determines the compensation of our executive officers and other members of senior
management.
- Administers our stock incentive plans in which our employees participate.
- Administers our annual cash and long-term incentive plans for executive officers and other
members of senior management.
- Reviews its decisions on compensation for our Chief Executive Officer with the full Board
of Directors prior to communicating those decisions to our Chief Executive Officer.
- Directly responsible for the appointment, compensation, retention and oversight of the
independent compensation consultant.
|
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
All Members Independent
This Committee identifies and evaluates Board candidates and oversees our corporate governance practices.
|
|
- Develops a Board succession plan and establishes and implements procedures to review the
qualifications for membership on our Board of Directors, including nominees recommended
by shareholders.
- Assesses our compliance with our Corporate Governance Guidelines.
- Reviews our organizational structure and senior management succession plans.
- Makes recommendations to our Board of Directors regarding the composition
and responsibilities of our Board committees and compensation for directors.
- Administers an annual performance review of our Board committees, Board of Directors as
a whole and our directors whose terms are expiring.
- Administers an annual review of the performance of our Chief Executive Officer, which
includes soliciting assessments from all non-employee directors.
- Administers our stock and deferred compensation plans in which our non-employee directors
participate.
|
Name
|
|
Audit Committee
|
|
Compensation Committee
|
|
Nominating and Corporate Governance Committee
|
Bernard P. Aldrich
(1)
|
|
|
|
|
|
|
Jerome L. Davis
|
|
|
|
C
|
|
|
Sara L. Hays
|
|
|
|
M
|
|
M
|
Lloyd E. Johnson
|
|
C
(2) (3)
|
|
|
|
|
John T. Manning
|
|
M
(3) (4)
|
|
|
|
M
(4)
|
Robert J. Marzec
|
|
C
(3) (5)
|
|
|
|
|
Donald A. Nolan
|
|
M
(3) (6)
|
|
M
|
|
M
(6)
|
Herbert K. Parker
|
|
M
(3) (7)
|
|
|
|
M
(7)
|
Mark A. Pompa
|
|
M
(8)
|
|
|
|
|
Joseph F. Puishys
|
|
|
|
|
|
|
Richard V. Reynolds
|
|
|
|
|
|
C
|
Patricia K. Wagner
|
|
M
(3)
|
|
M
|
|
|
Fiscal 2019 Meetings
|
|
7
|
|
5
|
|
4
|
•
|
Our Audit Committee has primary responsibility for risk management relating to the reliability of our financial reporting processes, system of internal controls and corporate compliance program. Our Audit Committee receives quarterly reports from management, our independent registered public accounting firm and internal audit partner regarding our financial reporting processes, internal controls and public filings. It also receives quarterly updates from management regarding Code of Conduct issues, litigation and legal claims, and other compliance matters.
|
•
|
Our Compensation Committee, with assistance from its independent compensation consultant, oversees risk management associated with our compensation programs, policies and practices with respect to both executive compensation and compensation in general.
|
•
|
Our Nominating and Corporate Governance Committee oversees risk management associated with succession planning, non-employee director compensation, overall Board of Directors and Board Committee performance, and corporate governance practices.
|
•
|
Management - Background and Experience
|
•
|
Board Committee Charters
|
•
|
Our Code of Business Ethics and Conduct
|
•
|
How to Contact the Board
|
•
|
Our Corporate Governance Guidelines
|
•
|
Our Restated Articles of Incorporation
|
•
|
Our Amended and Restated By-laws
|
Name
|
|
Age
|
|
Positions with Apogee Enterprises and Past Experience
|
Joseph F. Puishys
|
|
60
|
|
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.
|
James S. Porter
|
|
58
|
|
Chief Financial Officer since 2005 and Executive Vice President since 2015. Vice President of Strategy and Planning from 2002 through 2005.
|
Patricia A. Beithon
|
|
65
|
|
General Counsel and Corporate Secretary since 1999.
|
Brent C. Jewell
|
|
44
|
|
Senior Vice President, Business Development and Strategy since 2018. Senior leadership positions at Valspar's General Industrial Americas and North America Wood Coatings divisions from 2010 to 2017.
|
Gary R. Johnson
|
|
57
|
|
Senior Vice President since 2018. Treasurer since 2001, Vice President from 2001 to 2018. Various tax and treasury positions from 1995 to 2000.
|
ITEM 11.
|
EXECUTIVE AND DIRECTOR COMPENSATION
|
Compensation
|
|
Fiscal 2019
|
Annual Cash Retainers:
|
|
|
Non-Executive Chair of the Board
|
|
$135,000
(1)
|
Board Member
|
|
60,000
|
Audit Committee Chair
|
|
30,000
|
Audit Committee Member
|
|
15,000
|
Compensation Committee Chair
|
|
25,000
|
Compensation Committee Member
|
|
10,000
|
Nominating and Corporate Governance Committee Chair
|
|
25,000
|
Nominating and Corporate Governance Committee Member
|
|
10,000
|
Equity Awards
|
|
95,004
(2)
|
Charitable Matching Contribution Program
|
|
$2,000 maximum aggregate annual match
|
Name
|
|
Fees Earned or Paid in Cash ($)
(1)
|
|
Stock Awards ($)
(2)
|
|
All Other Compensation
($)
(3)
|
|
Total ($)
|
||||
Bernard P. Aldrich
|
|
135,000
|
|
|
95,004
|
|
|
35,955
|
|
|
265,959
|
|
Jerome L. Davis
|
|
85,000
|
|
|
95,004
|
|
|
17,505
|
|
|
197,509
|
|
Sara L. Hays
|
|
80,000
|
|
|
95,004
|
|
|
18,583
|
|
|
193,587
|
|
Lloyd E. Johnson
|
|
85,000
|
|
|
95,004
|
|
|
3,794
|
|
|
183,798
|
|
John T. Manning
(4)
|
|
28,334
|
|
|
—
|
|
|
551
|
|
|
28,885
|
|
Robert J. Marzec
(4)
|
|
29,750
|
|
|
—
|
|
|
13,667
|
|
|
43,417
|
|
Donald A. Nolan
|
|
81,667
|
|
|
95,004
|
|
|
11,617
|
|
|
188,288
|
|
Herbert K. Parker
|
|
66,667
|
|
|
110,838
|
|
(5)
|
3,201
|
|
|
180,706
|
|
Mark A. Pompa
|
|
31,250
|
|
|
71,233
|
|
(6)
|
492
|
|
|
102,975
|
|
Richard V. Reynolds
|
|
85,000
|
|
|
95,004
|
|
|
22,496
|
|
|
202,500
|
|
Patricia K. Wagner
|
|
85,000
|
|
|
95,004
|
|
|
2,486
|
|
|
182,490
|
|
Name
|
|
Aggregate Number of Shares of Restricted Stock (#)
|
|
Aggregate Number of Shares of Deferred Restricted Stock Units (#)
|
||
Bernard P. Aldrich
|
|
3,761
|
|
|
—
|
|
Jerome L. Davis
|
|
—
|
|
|
7,198
|
|
Sara L. Hays
|
|
3,761
|
|
|
—
|
|
Lloyd E. Johnson
|
|
1,147
|
|
|
1,969
|
|
John T. Manning
|
|
—
|
|
|
—
|
|
Robert J. Marzec
|
|
—
|
|
|
—
|
|
Donald A. Nolan
|
|
—
|
|
|
7,198
|
|
Herbert K. Parker
|
|
2,330
|
|
|
—
|
|
Mark A. Pompa
|
|
—
|
|
|
1,768
|
|
Richard V. Reynolds
|
|
—
|
|
|
7,198
|
|
Patricia K. Wagner
|
|
3,761
|
|
|
—
|
|
Name
|
|
Dividends Paid on Shares of Restricted Stock ($)
|
|
Dividend Equivalents Paid on Shares of Deferred Restricted Stock Units ($)
|
|
Dividend Equivalents Paid on Phantom Stock Units ($)
|
|
Matching Contributions under our Charitable Matching Contributions Program for
Non-Employee Directors ($)
|
|
Total All Other Compensation ($)
|
||||
Bernard P. Aldrich
|
|
2,394
|
|
|
—
|
|
|
31,561
|
|
|
2,000
|
|
|
35,955
|
Jerome L. Davis
|
|
—
|
|
|
4,324
|
|
|
11,181
|
|
|
2,000
|
|
|
17,505
|
Sara L. Hays
|
|
2,394
|
|
|
—
|
|
|
14,189
|
|
|
2,000
|
|
|
18,583
|
Lloyd E. Johnson
|
|
833
|
|
|
961
|
|
|
—
|
|
|
2,000
|
|
|
3,794
|
John T. Manning
|
|
551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
551
|
Robert J. Marzec
|
|
551
|
|
|
—
|
|
|
11,116
|
|
|
2,000
|
|
|
13,667
|
Donald A. Nolan
|
|
—
|
|
|
4,324
|
|
|
5,293
|
|
|
2,000
|
|
|
11,617
|
Herbert K. Parker
|
|
1,201
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
3,201
|
Mark A. Pompa
|
|
—
|
|
|
309
|
|
|
183
|
|
|
—
|
|
|
492
|
Richard V. Reynolds
|
|
—
|
|
|
4,324
|
|
|
16,172
|
|
|
2,000
|
|
|
22,496
|
Patricia K. Wagner
|
|
2,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,486
|
Our Executive Compensation Practices (What We Do):
|
|
Executive Compensation Practices We Have Not Implemented or Have Discontinued (What We Don’t Do):
|
We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans.
|
|
We do not have employment contracts for our Named Executive Officers.
|
We review “tally sheets” and realizable pay and performance for our Named Executive Officers and use that information as a factor in making compensation decisions.
|
|
We do not pay annual incentive compensation if our Company is not profitable for the year.
|
We mitigate undue compensation risk by utilizing caps on potential payments, multiple financial performance metrics, and different metrics for our annual cash incentives and long-term performance awards, as well as having robust Board and Board Committee processes to identify and manage risk.
|
|
We do not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company.
|
We have change-in-control severance agreements with all of our Named Executive Officers that provide benefits only upon a “double trigger.”
|
|
We do not provide for excise tax “gross-ups” or “single triggers” in our change-in-control severance agreements.
|
Our equity award agreements for grants made pursuant to our Stock Incentive Plan have “double trigger” change-in-control provisions for all employees.
|
|
|
We provide minimal perquisites to our executives.
|
|
We do not provide tax reimbursement or tax “gross-ups” on any perquisites.
We do not provide automobile allowances or pay for club memberships for our Named Executive Officers.
|
We have adopted stringent share ownership guidelines, and we review compliance annually.
|
|
We do not reprice underwater stock options or stock appreciation rights.
|
We evaluate share utilization by annually reviewing overhang and burn rates.
|
|
|
The Committee benefits from its utilization of a compensation consulting firm that fully meets the stringent independence requirements under the final rules of the Dodd-Frank Act.
|
|
The Committee’s compensation consulting firm does not provide any other services to our Company other than those requested by our Compensation Committee for executive compensation.
|
We have a clawback policy that applies to our Named Executive Officers and certain other executives.
|
|
The Committee’s independent compensation consulting firm does not provide any specific recommendations for compensation for our Named Executive Officers.
|
We have a formal hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities.
|
|
•
|
Short-term compensation
|
▪
|
Base salary
|
▪
|
Annual performance-based cash incentives
|
•
|
Long-term compensation
|
▪
|
Restricted stock award (40%)
|
◦
|
The number of time-based restricted stock awards granted to an executive in any given year is based on market compensation data as well as individual performance in the prior year.
|
▪
|
Cash-based performance awards (60%)
|
◦
|
Two-year performance-based awards on end-to-end cycles that are only earned upon achievement of certain two-year financial performance measures with any amounts earned paid over two-years. These awards are granted every other year and settled in cash.
|
▪
|
Our Chief Executive Officer also participates in a performance-based evaluation incentive program that encourages him to drive continued growth, operational improvement and successful implementation of our strategic plan and to remain with our Company. Amounts earned by our Chief Executive Officer pursuant to this program are mandatorily deferred pursuant to our Deferred Compensation Plan.
|
▪
|
We believe a two-year performance period for 60% of our long-term incentive awards is more appropriate for our Company due to the cyclical nature of the commercial construction industry, variability of project execution schedules as determined by our customers, and limited visibility to industry conditions and revenues more than two years out. In addition, we believe the end-to-end cycles of the awards compensate for having only two-year performance periods instead of three-year performance periods used by many other public companies. Our Compensation Committee regularly reviews and considers the appropriate performance period for our long-term performance-based awards.
|
•
|
Base Salaries
. For fiscal 2019, the Committee did not award any base salary increases to our Chief Executive Officer, Chief Financial Officer or General Counsel but awarded a base salary increase of 5.1% to our Senior Vice President and Treasurer.
|
•
|
Annual Cash Incentive Payouts
. Our fiscal 2019 annual cash incentives paid out at an average of 35.2% of target. Our Chief Executive Officer earned an annual cash incentive equal to 37.0% of his fiscal 2019 base salary, and our Other Named Executive Officers earned fiscal 2019 annual cash incentives ranging from 14.1% to 26.4% of their fiscal 2019 base salaries. The financial performance metrics for these awards were net sales, earnings before taxes ("EBT") and days working capital ("DWC").
|
•
|
Restricted Stock Awards
. On April 26, 2018, the Committee awarded restricted stock awards to our Named Executive Officers that vest over three years. Our Chief Executive Officer received an award valued at $727,420 and our Other Named Executive Officers received awards with values ranging from $102,631 to $258,300.
|
•
|
Fiscal 2019 - 2020 Performance-Based Awards
. On June 28, 2018, the Committee established the fiscal 2019 - 2020 cash-based performance awards to our Named Executive Officers. Our Chief Executive Officer received an award with a value of $2,711,500 at target and our Other Named Executive Officers received awards with values ranging from $233,100 to $783,000 at target. These awards are end-to-end awards and will only be granted every other year. Our Company will not award additional two-year cash-based performance awards until completion of the current fiscal 2019 - 2020 award cycle. The financial performance metrics for these awards are cumulative net sales, cumulative EPS and average return on invested capital ("ROIC").
|
•
|
Chief Executive Officer Evaluation Incentive
. Our Chief Executive Officer earned $198,688 under the fiscal 2019 CEO evaluation incentive awards, which was mandatorily deferred pursuant to our Deferred Compensation Plan.
|
Compensation Element
|
|
Objective
|
|
How Determined
|
|
Market Positioning
(1)
|
|
How Impacted by Performance
|
Base Salary and Benefits
|
|
Attract and retain executive officers through competitive pay and benefit programs.
|
|
Individual performance, experience, tenure, competitive market data and executive potential.
|
|
Targeted to be around the 50
th
percentile relative to competitive market practices.
|
|
Based on individual performance.
|
Annual Cash Incentive Compensation
|
|
Create an incentive for achievement of pre-defined annual Company performance results.
|
|
For target bonus award opportunity percentages - competitive market data and trends, and internal equity.
For actual bonus payouts - performance against pre-established criteria in our annual cash incentive plan.
|
|
Our overall performance results will yield total cash compensation levels as follows:
- Below target performance:
total cash at or below the
25th percentile.
- Target performance: total
cash slightly below the
50th percentile.
- Above target performance:
total cash above the 50th
percentile.
|
|
Payout dependent on achievement of one-year Company financial performance goals.
|
Long-Term Incentive Compensation:
- Restricted Stock
(40% awarded
annually)
- Two-Year
Performance-Based
Awards (60%
awarded every other
year)
|
|
Align the interests of executives with shareholders and to focus on long-term sustained performance, entrepreneurial style and quality products and services while creating appropriate retention incentives through the use of multi-year vesting schedules.
|
|
Individual performance, company performance, market data and trends, internal equity and executive potential.
New hire, promotion and special awards. Internal equity and market data and trends.
|
|
Targeted generally to be at or slightly above the 50
th
percentile for target performance and up to the 75
th
percentile for maximum performance.
|
|
Performance that increases our stock price increases the value of the restricted stock awards.
Cash payout of the two-year performance-based awards is dependent on achievement of two-year Company financial performance goals.
|
•
|
Companies with revenue within a similar range (0.33 to 3.0 multiple).
|
•
|
Companies with market capitalization within a similar range (0.33 to 3.0 multiple).
|
•
|
Companies with market capitalization to revenue ratio of 0.5 or greater.
|
•
|
Companies in the same or similar industries.
|
•
|
Companies with business model similarity, which may include the following:
|
◦
|
Coatings for special purposes (
e.g.
, protective, UV, etc.);
|
◦
|
Construction materials, primarily for commercial or industrial applications;
|
◦
|
Specialized/customized product lines;
|
◦
|
Heavy-duty manufacturing operations and project-directed manufacturing; and
|
◦
|
Project-based businesses.
|
•
|
Companies in the same geographic location (to a lesser degree).
|
•
|
Companies included in the prior-year peer group, to help ensure year-over-year consistency (where appropriate).
|
•
|
As an input in designing our compensation plans and philosophy;
|
•
|
As an input in developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;
|
•
|
To benchmark the form and mix of long-term awards;
|
•
|
To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and
|
•
|
To benchmark dilution and overhang levels (dilutive impact on our shareholders of equity compensation) and annual burn rate (the aggregate shares awarded as a percentage of total outstanding shares).
|
•
|
Mr. Puishys.
Mr. Puishys key accomplishments during fiscal 2019 include:
|
◦
|
Achieved revenues of $1.4 billion, a 6% increase over the prior year.
|
◦
|
Returned approximately $61 million directly to shareholders through a combination of dividends and share repurchases.
|
◦
|
Led talent management and leadership transitions at four business units and three key functional positions at Apogee.
|
◦
|
Made strategic growth investments in our Architectural Glass segment to expand segment’s participation in new U.S. non-residential fabricated glass markets positioning the segment for sales commencing during fiscal 2020.
|
◦
|
Advanced synergies resulting in increased cross-selling of finished products and intercompany supply and positioning our Company for improved performance.
|
◦
|
Made capital investments for facility improvements and equipment to position our Company for productivity and operating margin improvements.
|
◦
|
Advanced the integration of EFCO Corporation, acquired during fiscal 2018, through new leadership in key roles and continued implementation of Apogee Lean Enterprise positioning EFCO for productivity and operating margin improvements.
|
•
|
Mr. Porter.
Mr. Porter’s key accomplishments during fiscal 2019 include:
|
◦
|
Achieved revenues of $1.4 billion, a 6% increase over the prior year.
|
◦
|
Achieved operating margin of 4.3% and adjusted operating margin of 8.3%.
|
◦
|
Achieved EPS of $1.63 and adjusted EPS of $3.01.
|
◦
|
Performed a capital structure analysis that led to $61 million being directly returned to shareholders through a combination of dividends and share repurchases.
|
◦
|
Provided direct management oversight to two Architectural Framing System segment business units to support leadership transitions and performance improvement; both business units had double digit revenue growth and margin improvement for the year.
|
◦
|
Achieved $50 million in orders from our building retrofit program and expanded our building retrofit program with additional staffing and capabilities.
|
◦
|
Provided support for a growth strategy to expand the Architectural Glass segment’s participation in new U.S. non-residential fabricated glass markets positioning the segment for sales commencing during fiscal 2020.
|
•
|
Ms. Beithon.
Ms. Beithon’s key accomplishments during fiscal 2019 include:
|
◦
|
Led corporate governance initiatives leading to certain amendments to our Company’s by-laws, proposed amendments to our Company’s articles of incorporation and amendments to our corporate governance guidelines.
|
◦
|
Managed and resolved various claims and litigation matters.
|
◦
|
Provided legal support for growth strategies and business development activities.
|
◦
|
Provided legal and environmental support for new real estate holdings and leases.
|
◦
|
Provided legal support for the integration of EFCO Corporation and other post-acquisition matters.
|
◦
|
Led Section 16 officer reporting compliance efforts, resulting in no late filings during fiscal 2019.
|
•
|
Mr. Jewell.
Mr. Jewell’s key accomplishments during fiscal 2019 include:
|
◦
|
Led a robust three-year strategic planning process for our Company and its four segments.
|
◦
|
Advanced synergies resulting in increased intercompany material supply, cross-selling of finished product, facility utilization and collaboration among the business units across segments.
|
◦
|
Improved market and economic outlook analysis and reporting.
|
◦
|
Conducted an analysis of optimal long-term segment strategies and requirements.
|
◦
|
Evaluated various business development initiatives and opportunities.
|
◦
|
Conducted a preliminary portfolio alignment analysis.
|
•
|
Mr. Johnson.
Mr. Johnson’s key accomplishments during fiscal 2019 include:
|
◦
|
Managed our real estate holdings and leases, including the sale of a former fabrication facility resulting in sales proceeds of $10 million.
|
◦
|
Obtained government incentives related to facility capital improvements resulting in fiscal 2019 cash benefits of more than $8 million.
|
◦
|
Led tax planning initiatives that resulted in an effective tax rate of 22.1% for fiscal 2019.
|
◦
|
Managed the repurchase of shares of our common stock that resulted in the return of $43 million directly to our shareholders.
|
◦
|
Negotiated appropriate levels of insurance coverage for fiscal 2019 at competitive rates and improved terms with quality carriers.
|
Name
|
|
Fiscal 2019
Base Salary ($)
|
|
Increase in Fiscal 2019 (%)
|
|
Fiscal 2020
Base Salary ($)
|
|
Increase in Fiscal 2020 (%)
|
Joseph F. Puishys
|
|
935,000
|
|
—
|
|
935,000
|
|
—
|
James S. Porter
|
|
435,000
|
|
—
|
|
448,000
|
|
3.0
|
Patricia A. Beithon
|
|
360,000
|
|
—
|
|
371,000
|
|
3.1
|
Brent C. Jewell
|
|
350,000
|
|
N/A
|
|
361,000
|
|
3.1
|
Gary R. Johnson
|
|
259,000
|
|
5.1
|
|
269,000
|
|
3.9
|
Name
|
|
Threshold Payout as a Percentage of Fiscal 2019 Salary
(%)
(1)
|
|
Target Payout as a Percentage of Fiscal 2019 Salary
(%)
(2)
|
|
Maximum Payout as a Percentage of Fiscal 2019 Salary
(%)
(3)
|
Joseph F. Puishys
|
|
5.25
|
|
105.00
|
|
210.00
|
James S. Porter
|
|
3.75
|
|
75.00
|
|
150.00
|
Patricia A. Beithon
|
|
3.00
|
|
60.00
|
|
120.00
|
Brent C. Jewell
|
|
2.25
|
|
45.00
|
|
90.00
|
Gary R. Johnson
|
|
2.00
|
|
40.00
|
|
80.00
|
Performance Goal
|
|
Weight (%)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual Performance
|
|
% Performance Achieved (%)
|
||||||||
Net Sales
|
|
25.0
|
|
$
|
1,388,500,000
|
|
|
$
|
1,453,991,000
|
|
|
$
|
1,518,001,000
|
|
|
$
|
1,402,637,000
|
|
|
60.77
|
EBT
|
|
65.0
|
|
$
|
107,201,000
|
|
|
$
|
123,056,000
|
|
|
$
|
137,016,000
|
|
|
$
|
58,662,000
|
|
|
—
|
DWC
|
|
10.0
|
|
57.2 days
|
|
|
54.9 days
|
|
|
52.9 days
|
|
|
52.8 days
|
|
|
200.00
|
Performance Goals
|
|
Potential Payout
|
|
Actual Payout
|
|||||||||||||
Name and Metric
|
|
Weighting (%)
|
|
Target Payout as a Percent of Fiscal 2019 Salary (%)
|
|
Target Payout Level ($)
|
|
Percentage of Target (%)
|
|
Guideline Amount ($)
|
|
Approved Payout Amount ($)
(1)
|
|
Percent of Fiscal 2019 Salary (%)
|
|||
Joseph F. Puishys
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Sales
|
|
25
|
|
26.25
|
|
245,437
|
|
60.77
|
|
149,226
|
|
|
149,226
|
|
|
15.96
|
|
EBT
|
|
65
|
|
68.25
|
|
638,138
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
DWC
|
|
10
|
|
10.50
|
|
98,175
|
|
200.00
|
|
196,350
|
|
|
196,350
|
|
|
21.00
|
|
|
|
100
|
|
105.00
|
|
981,750
|
|
35.20
|
|
345,576
|
|
|
345,576
|
|
|
36.96
|
|
James S. Porter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Sales
|
|
25
|
|
18.75
|
|
81,562
|
|
60.77
|
|
49,590
|
|
|
49,590
|
|
|
11.40
|
|
EBT
|
|
65
|
|
48.75
|
|
212,063
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
DWC
|
|
10
|
|
7.50
|
|
32,625
|
|
200.00
|
|
65,250
|
|
|
65,250
|
|
|
15.00
|
|
|
|
100
|
|
75.00
|
|
326,250
|
|
35.20
|
|
114,840
|
|
|
114,840
|
|
|
26.40
|
|
Patricia A. Beithon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Sales
|
|
25
|
|
15.00
|
|
54,000
|
|
60.77
|
|
32,832
|
|
|
32,832
|
|
|
9.12
|
|
EBT
|
|
65
|
|
39.00
|
|
140,400
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
DWC
|
|
10
|
|
6.00
|
|
21,600
|
|
200.00
|
|
43,200
|
|
|
43,200
|
|
|
12.00
|
|
|
|
100
|
|
60.00
|
|
216,000
|
|
35.20
|
|
76,032
|
|
|
76,032
|
|
|
21.12
|
|
Brent C. Jewell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Sales
|
|
25
|
|
11.25
|
|
39,375
|
|
60.77
|
|
23,940
|
|
|
23,940
|
|
|
6.84
|
|
EBT
|
|
65
|
|
29.25
|
|
102,375
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
DWC
|
|
10
|
|
4.50
|
|
15,750
|
|
200.00
|
|
31,500
|
|
|
31,500
|
|
|
9.00
|
|
|
|
100
|
|
45.00
|
|
157,500
|
|
35.20
|
|
55,440
|
|
|
55,440
|
|
|
15.84
|
|
Gary R. Johnson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Sales
|
|
25
|
|
10.00
|
|
25,900
|
|
60.77
|
|
15,747
|
|
|
15,747
|
|
|
6.08
|
|
EBT
|
|
65
|
|
26.00
|
|
67,340
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
DWC
|
|
10
|
|
4.00
|
|
10,360
|
|
200.00
|
|
20,720
|
|
|
20,720
|
|
|
8.00
|
|
|
|
100
|
|
40.00
|
|
103,600
|
|
35.20
|
|
36,467
|
|
|
36,467
|
|
|
14.08
|
|
Name
|
|
Shares of Restricted Stock Awarded (#)
|
|
Value of Award ($)
(1)
|
|
Percentage of Fiscal 2019 Salary (%)
|
|
Grant Price
($)
(2)
|
||
Joseph F. Puishys
|
|
17,365
|
|
727,420
|
|
|
78
|
|
41.89
|
|
James S. Porter
|
|
5,250
|
|
219,923
|
|
|
51
|
|
41.89
|
|
Patricia A. Beithon
|
|
3,750
|
|
157,088
|
|
|
44
|
|
41.89
|
|
Brent C. Jewell
|
|
6,000
|
|
258,300
|
|
|
74
|
|
43.05
|
|
Gary R. Johnson
|
|
2,450
|
|
102,631
|
|
|
40
|
|
41.89
|
|
Two-Year Performance-Based Awards and Payout Cycle
|
||||||
Award
|
Fiscal 2017
|
Fiscal 2018
|
Fiscal 2019
|
Fiscal 2020
|
Fiscal 2021
|
Fiscal 2022
|
Fiscal 2017 - 2018 Award
|
Performance Period
|
50% Paid
|
50% Paid
|
|
||
Fiscal 2019 - 2020 Award
|
|
Performance Period
|
50% Paid
|
50% Paid
|
•
|
Performance award cycles are measured on a fiscal year basis (March - February).
|
•
|
Award payouts are made 50% at the end of the two-year performance cycle (usually in May) and 50% in the following year (usually in March) promoting continued retention for plan participants.
|
|
|
|
|
Threshold Payment
(1)
|
|
Target Payout
(2)
|
|
Maximum Payout
(3)
|
|||||||||
Name
|
|
Fiscal Years
|
|
Award Amount ($)
|
|
As a Percentage of Fiscal 2019 Salary (%)
|
|
Award Amount ($)
|
|
As a Percentage of Fiscal 2019 Salary (%)
|
|
Award Amount ($)
|
|
As a Percentage of Fiscal 2019 Salary (%)
|
|||
Joseph F. Puishys
|
|
2019-2020
|
|
451,917
|
|
|
48
|
|
2,711,500
|
|
|
290
|
|
5,423,000
|
|
|
580
|
James S. Porter
|
|
2019-2020
|
|
130,500
|
|
|
30
|
|
783,000
|
|
|
180
|
|
1.566,000
|
|
|
360
|
Patricia A. Beithon
|
|
2019-2020
|
|
93,600
|
|
|
26
|
|
561,600
|
|
|
156
|
|
1,123,200
|
|
|
312
|
Brent C. Jewell
|
|
2019-2020
|
|
84,000
|
|
|
24
|
|
504,000
|
|
|
144
|
|
1,008,000
|
|
|
288
|
Gary R. Johnson
|
|
2019-2020
|
|
38,850
|
|
|
15
|
|
233,100
|
|
|
90
|
|
466,200
|
|
|
180
|
•
|
The mix of fixed and variable compensation;
|
•
|
The mix of short-term and long-term incentive compensation;
|
•
|
The extent to which performance metrics are directly reflected in our audited financial statements or other objective reports;
|
•
|
The relative weighting of the performance metrics;
|
•
|
The likelihood that achievement of performance metrics could have a material impact on our financial performance in succeeding fiscal periods;
|
•
|
The various compensation risk control mitigation features in our compensation plans, including balanced financial performance metrics that include revenue, earnings and operational metrics;
|
•
|
Multiple financial performance metrics for our annual cash incentive and long-term cash-based incentive plans;
|
•
|
Different financial performance metrics for our annual cash incentive and long-term cash-based incentive plans;
|
•
|
Appropriate maximum caps on our annual cash incentive and long-term performance-based incentive plans and annual equity awards;
|
•
|
Management stock ownership guidelines; and
|
•
|
Our clawback and hedging policies.
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
($)
(1)
|
|
Bonus ($)
|
|
Stock Awards ($)
(2)
|
|
Non-Equity Incentive Plan Compensation
($)
(3)
|
|
Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)
(4)
|
|
All Other Compensation
($)
(5)
|
|
Total ($)
|
|||||||
Joseph F. Puishys
|
|
2019
|
|
935,000
|
|
|
—
|
|
|
727,420
|
|
|
544,264
|
|
|
—
|
|
|
43,852
|
|
|
2,250,536
|
|
Chief Executive Officer and President
|
|
2018
|
|
928,077
|
|
|
—
|
|
|
935,002
|
|
|
2,013,116
|
|
|
—
|
|
|
43,387
|
|
|
3,919,582
|
|
|
2017
|
|
901,058
|
|
|
—
|
|
|
1,018,429
|
|
|
2,045,000
|
|
|
—
|
|
|
52,739
|
|
|
4,017,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
James S. Porter
|
|
2019
|
|
435,000
|
|
|
—
|
|
|
219,923
|
|
|
114,840
|
|
|
—
|
|
|
17,455
|
|
|
787,218
|
|
Executive Vice President and Chief Financial Officer
|
|
2018
|
|
432,571
|
|
|
—
|
|
|
250,700
|
|
|
522,093
|
|
|
—
|
|
|
15,961
|
|
|
1,221,325
|
|
|
2017
|
|
425,628
|
|
|
—
|
|
|
274,806
|
|
|
484,397
|
|
|
—
|
|
|
16,728
|
|
|
1,201,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Patricia A. Beithon
|
|
2019
|
|
360,000
|
|
|
—
|
|
|
157,088
|
|
|
76,032
|
|
|
(15,210
|
)
|
|
18,715
|
|
|
596,625
|
|
General Counsel and Corporate Secretary
|
|
2018
|
|
357,923
|
|
|
—
|
|
|
179,850
|
|
|
374,000
|
|
|
24,347
|
|
|
18,030
|
|
|
954,150
|
|
|
2017
|
|
350,942
|
|
|
—
|
|
|
197,599
|
|
|
320,305
|
|
|
21,824
|
|
|
18,144
|
|
|
908,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brent C. Jewell
(6)
|
|
2019
|
|
267,885
|
|
|
44,560
|
|
|
258,300
|
|
|
55,440
|
|
|
—
|
|
|
13,557
|
|
|
639,742
|
|
Senior Vice President, Business Development and Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gary R. Johnson
|
|
2019
|
|
257,058
|
|
|
—
|
|
|
102,631
|
|
|
36,467
|
|
|
13,590
|
|
|
11,249
|
|
|
420,995
|
|
Senior Vice President and Treasurer
|
|
2018
|
|
245,272
|
|
|
—
|
|
|
77,935
|
|
|
148,952
|
|
|
17,641
|
|
|
8,992
|
|
|
498,792
|
|
|
2017
|
|
242,562
|
|
|
—
|
|
|
87,284
|
|
|
147,419
|
|
|
13,068
|
|
|
13,435
|
|
|
503,768
|
|
Name
|
|
Fiscal Year
|
|
Annual Cash Incentive Awards Earned ($)
|
|
Two-Year Performance-Based Awards Earned ($)
|
|
CEO Evaluation Incentive ($)
|
Joseph F. Puishys
|
|
2018
|
|
—
|
|
1,785,794
|
|
227,322
|
James S. Porter
|
|
2018
|
|
—
|
|
522,093
|
|
—
|
Patricia A. Beithon
|
|
2018
|
|
—
|
|
374,000
|
|
—
|
Brent C. Jewell
|
|
2018
|
|
N/A
|
|
N/A
|
|
—
|
Gary R. Johnson
|
|
2018
|
|
—
|
|
148,952
|
|
—
|
Name
|
|
Fiscal Year
|
|
Change in Pension Value ($)
|
|
Above Market Earnings on Amounts Deferred Pursuant to our Legacy Deferred Compensation Plan ($)
|
Joseph F. Puishys
|
|
2019
|
|
—
|
|
—
|
|
|
2018
|
|
—
|
|
—
|
|
|
2017
|
|
—
|
|
—
|
James S. Porter
|
|
2019
|
|
—
|
|
—
|
|
|
2018
|
|
—
|
|
—
|
|
|
2017
|
|
—
|
|
—
|
Patricia A. Beithon
|
|
2019
|
|
(18,187)
|
|
2,977
|
|
|
2018
|
|
20,482
|
|
3,865
|
|
|
2017
|
|
18,961
|
|
2,863
|
Brent C. Jewell
|
|
2019
|
|
—
|
|
—
|
Gary R. Johnson
|
|
2019
|
|
—
|
|
13,590
|
|
|
2018
|
|
—
|
|
17,641
|
|
|
2017
|
|
—
|
|
13,068
|
Name
|
|
Perquisites ($)
|
|
Executive Health Physical Reimbursement ($)
|
|
Company Matching Contributions to Defined Contribution Plans
($)
(a)
|
|
Dividends or Earnings on Stock Awards ($)
(b)
|
|
Total All Other Compensation ($)
|
Joseph F. Puishys
|
|
9,623
(c)
|
|
650
|
|
9,625
|
|
23,954
|
|
43,852
|
James S. Porter
|
|
1,365
(d)
|
|
—
|
|
9,345
|
|
6,745
|
|
17,455
|
Patricia A. Beithon
|
|
1,140
(e)
|
|
—
|
|
12,745
|
|
4,830
|
|
18,715
|
Brent C. Jewell
|
|
2,175
(f)
|
|
—
|
|
8,442
|
|
2,940
|
|
13,557
|
Gary R. Johnson
|
|
2,937
(g)
|
|
—
|
|
5,677
|
|
2,635
|
|
11,249
|
Name
|
|
401(k) Retirement Plan Matching Contributions ($)
|
|
Employee Stock Purchase Plan 15% Matching Contributions ($)
|
Joseph F. Puishys
|
|
9,625
|
|
—
|
James S. Porter
|
|
7,785
|
|
1,560
|
Patricia A. Beithon
|
|
9,625
|
|
3,120
|
Brent C. Jewell
|
|
8,442
|
|
—
|
Gary R. Johnson
|
|
5,677
|
|
—
|
Name
|
|
Grant
Date
|
|
|
|
All Other Stock
Awards: Number
of Shares of
Stock or
Units (#)
(2)
|
|
Grant Date
Fair Value of
Stock and
Option
Awards ($)
(3)
|
|||||||||
|
Estimated Possible Payouts under
|
|
|||||||||||||||
|
Non-Equity Incentive Plan Awards
(1)
|
|
|||||||||||||||
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
|||||||||||
Joseph F. Puishys
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2019 annual cash
incentive
|
|
4/26/18
|
|
49,088
|
|
|
981,750
|
|
|
1,936,500
|
|
|
—
|
|
|
—
|
|
Restricted stock
|
|
4/26/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,365
|
|
|
727,420
|
|
Fiscal 2019 CEO evaluation
incentive
|
|
4/26/18
|
|
—
|
|
(4)
|
233,750
|
|
|
467,500
|
|
|
—
|
|
|
—
|
|
Fiscal 2019 - 2020 cash-based
performance award
|
|
6/28/18
|
|
451,917
|
|
|
2,711,500
|
|
|
5,423,000
|
|
|
—
|
|
|
—
|
|
James S. Porter
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2019 annual cash
incentive
|
|
4/26/18
|
|
16,313
|
|
|
326,250
|
|
|
652,500
|
|
|
—
|
|
|
—
|
|
Restricted stock
|
|
4/26/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,250
|
|
|
219,923
|
|
Fiscal 2019 - 2020 cash-based
performance award
|
|
6/27/18
|
|
130,500
|
|
|
783,000
|
|
|
1,566,000
|
|
|
—
|
|
|
—
|
|
Patricia A. Beithon
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2019 annual cash
incentive
|
|
4/26/18
|
|
10,800
|
|
|
216,000
|
|
|
432,000
|
|
|
—
|
|
|
—
|
|
Restricted stock
|
|
4/26/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,750
|
|
|
157,088
|
|
Fiscal 2019 - 2020 cash-based
performance award
|
|
6/27/18
|
|
93,600
|
|
|
561,600
|
|
|
1,123,200
|
|
|
—
|
|
|
—
|
|
Brent C. Jewell
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2019 annual cash
incentive
|
|
5/29/18
|
|
7,875
|
|
|
157,500
|
|
|
315,000
|
|
|
—
|
|
|
—
|
|
Restricted stock
|
|
5/29/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
258,300
|
|
Fiscal 2019 - 2020 cash-based
performance award
|
|
6/27/18
|
|
84,000
|
|
|
504,000
|
|
|
1,008,000
|
|
|
—
|
|
|
—
|
|
Gary R. Johnson
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fiscal 2019 annual cash
incentive
|
|
4/26/18
|
|
5,180
|
|
|
103,600
|
|
|
207,200
|
|
|
—
|
|
|
—
|
|
Restricted stock
|
|
4/26/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,450
|
|
|
102,631
|
|
Fiscal 2019 - 2020 cash-based
performance award
|
|
6/27/18
|
|
38,850
|
|
|
233,100
|
|
|
466,200
|
|
|
—
|
|
|
—
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||
Name
|
|
Option Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Option Exercise Price ($)
(1)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(2)
|
||||||
Joseph F. Puishys
|
|
8/22/2011
(3)
|
|
|
100,341
|
|
|
8.34
|
|
|
8/22/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,192
(4)
|
|
|
295,158
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,437
(5)
|
|
|
412,075
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,365
(6)
|
|
|
625,661
|
|
|
James S. Porter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,100
(4)
|
|
|
75,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,067
(5)
|
|
|
110,504
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,250
(6)
|
|
|
189,158
|
|
|
Patricia A. Beithon
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,510
(4)
|
|
|
54,405
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,200
(5)
|
|
|
79,266
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,750
(6)
|
|
|
135,113
|
|
|
Brent C. Jewell
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
(7)
|
|
|
216,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gary R. Johnson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
667
(4)
|
|
|
24,032
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
953
(5)
|
|
|
34,337
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,450
(6)
|
|
|
88,274
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
(1)
|
|
Number of Shares Acquired on Vesting (#)
(2)
|
|
Value Realized on Vesting ($)
(3)
|
||||
Joseph F. Puishys
|
|
—
|
|
|
—
|
|
|
20,146
|
|
|
828,202
|
|
James S. Porter
|
|
—
|
|
|
—
|
|
|
5,180
|
|
|
212,950
|
|
Patricia A. Beithon
|
|
17,104
|
|
|
340,199
|
|
|
3,613
|
|
|
148,530
|
|
Brent C. Jewell
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gary R. Johnson
|
|
—
|
|
|
—
|
|
|
1,625
|
|
|
66,804
|
|
Name
|
|
Number of Years Credited Service
|
|
Present Value of Accumulated Benefit ($)
(1)
|
|
Payments During Last Fiscal Year ($)
|
|
Patricia A. Beithon
|
|
9
|
|
589,590
|
|
—
|
|
Name
|
|
Name of Plan
|
|
Executive Contributions in Last Fiscal Year ($)
|
|
Registrant Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings in Last Fiscal Year
($)
(1)
|
|
Aggregate Withdrawals / Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year End ($)
|
|||||
Joseph F. Puishys
|
|
Deferred Comp.
|
|
—
|
|
|
198,688
(2)
|
|
|
—
|
|
|
—
|
|
|
2,382,759
(3)
|
|
|
|
Legacy Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
James S. Porter
|
|
Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Legacy Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Patricia A. Beithon
|
|
Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Legacy Deferred Comp.
|
|
—
|
|
|
—
|
|
|
2,977
|
|
|
—
|
|
|
60,418
(4)
|
|
Brent C. Jewell
|
|
Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Legacy Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gary R. Johnson
|
|
Deferred Comp.
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
71,970
(5)
|
|
|
|
|
Legacy Deferred Comp.
|
|
—
|
|
|
—
|
|
|
13,590
|
|
|
—
|
|
|
275,782
(5)
|
|
Name and Type of Payment
|
|
Payments Upon Disability ($)
|
|
Payments Upon Death ($)
|
|
Payments After a Change-in-Control without Termination ($)
|
|
Payments Upon Involuntary or Good Reason Termination After a Change-in-Control Occurs ($)
|
|
||||
Joseph F. Puishys
|
|
|
|
|
|
|
|
|
|
||||
Cash Severance Payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,833,500
|
|
(1)
|
Health Insurance Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,454
|
|
|
Reimbursement of Legal Costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(2)
|
Acceleration of Vesting
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock
|
|
1,332,894
|
|
(3)
|
1,332,894
|
|
(3)
|
—
|
|
|
1,332,894
|
|
(3)
|
Performance-Based Awards
|
|
—
|
|
(4)
|
—
|
|
(4)
|
465,565
|
|
(5)
|
465,565
|
|
(5)
|
CEO Evaluation Incentive
|
|
233,750
|
|
(6)
|
233,750
|
|
(6)
|
233,750
|
|
(6)
|
233,750
|
|
(6)
|
Deferred Compensation
|
|
2,184,071
|
|
(7)
|
2,184,071
|
|
(7)
|
2,184,071
|
|
(7)
|
2,184,071
|
|
(7)
|
Disability Payments
|
|
368,751
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,119,466
|
|
|
3,750,715
|
|
|
2,883,386
|
|
|
8,076,234
|
|
|
James S. Porter
|
|
|
|
|
|
|
|
|
|
||||
Cash Severance Payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,522,500
|
|
(1)
|
Health Insurance Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,454
|
|
|
Reimbursement of Legal Costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(2)
|
Acceleration of Vesting
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock
|
|
375,325
|
|
(3)
|
375,325
|
|
(3)
|
—
|
|
|
375,325
|
|
(3)
|
Performance-Based Awards
|
|
—
|
|
(4)
|
—
|
|
(4)
|
134,441
|
|
(5)
|
134,441
|
|
(5)
|
Disability Payments
|
|
243,750
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
619,075
|
|
|
375,325
|
|
|
134,441
|
|
|
2,058,720
|
|
|
Patricia A. Beithon
|
|
|
|
|
|
|
|
|
|
||||
Cash Severance Payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152,000
|
|
(1)
|
Health Insurance Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,574
|
|
|
Reimbursement of Legal Costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(2)
|
Acceleration of Vesting
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock
|
|
268,784
|
|
(3)
|
268,784
|
|
(3)
|
—
|
|
|
268,784
|
|
(3)
|
Performance-Based Awards
|
|
—
|
|
(4)
|
—
|
|
(4)
|
96,427
|
|
(5)
|
96,427
|
|
(5)
|
Disability Payments
|
|
225,000
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
493,784
|
|
|
268,784
|
|
|
96,427
|
|
|
1,526,785
|
|
|
Brent C. Jewell
|
|
|
|
|
|
|
|
|
|
||||
Cash Severance Payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,120,000
|
|
(1)
|
Health Insurance Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,138
|
|
|
Reimbursement of Legal Costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(2)
|
Acceleration of Vesting
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock
|
|
216,180
|
|
(3)
|
216,180
|
|
(3)
|
—
|
|
|
216,180
|
|
(3)
|
Performance-Based Awards
|
|
—
|
|
(4)
|
—
|
|
(4)
|
86,537
|
|
(5)
|
86,537
|
|
(5)
|
Disability Payments
|
|
222,501
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
438,681
|
|
|
216,180
|
|
|
86,537
|
|
|
1,451,855
|
|
|
Gary R. Johnson
|
|
|
|
|
|
|
|
|
|
||||
Cash Severance Payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362,600
|
|
(9)
|
Health Insurance Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,826
|
|
|
Reimbursement of Legal Costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(2)
|
Acceleration of Vesting
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock
|
|
146,642
|
|
(3)
|
146,642
|
|
(3)
|
—
|
|
|
146,642
|
|
(3)
|
Performance-Based Awards
|
|
—
|
|
(4)
|
—
|
|
(4)
|
40,023
|
|
(5)
|
40,023
|
|
(5)
|
Disability Payments
|
|
181,299
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
327,941
|
|
|
146,642
|
|
|
40,023
|
|
|
560,091
|
|
|
•
|
the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $47,393; and
|
•
|
the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included, was $2,250,536.
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership (#)
|
|
Percentage of Common Stock Outstanding (%)
|
BlackRock, Inc.
|
|
4,087,324
(1)
|
|
15.3
|
55 East 52nd Street
|
|
|
|
|
New York, NY 10055
|
|
|
|
|
The Vanguard Group, Inc.
|
|
2,934,239
(2)
|
|
11.0
|
100 Vanguard Boulevard
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
Engaged Capital, LLC
|
|
1,689,332
(3)
|
|
6.3
|
610 Newport Center Drive, Suite 250
|
|
|
|
|
Newport Beach, CA 92660
|
|
|
|
|
Dimensional Fund Advisors LP
|
|
1,540,199
(4)
|
|
5.8
|
Building One
|
|
|
|
|
6300 Bee Cave Road
|
|
|
|
|
Austin, TX 78746
|
|
|
|
|
Name of Beneficial Owner
|
|
Shares of Common Stock Held (#)
(1) (2)
|
|
Shares Underlying Options Exercisable Within 60 Days (#)
(3)
|
|
Total Beneficial Ownership (#)
|
|
Percentage of Common Stock Outstanding (%)
|
|
Phantom Stock and Restricted Stock Units (#)
(4)
|
|
Total Stock-Based Ownership (#)
(5)
|
|||||
Non-Employee Directors
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bernard P. Aldrich
|
|
27,521
|
|
|
—
|
|
|
27,521
|
|
|
*
|
|
49,289
|
|
|
76,810
|
|
Jerome L. Davis
|
|
17,251
|
|
|
—
|
|
|
17,251
|
|
|
*
|
|
26,139
|
|
|
43,390
|
|
Sara L. Hays
|
|
12,407
|
|
(6)
|
—
|
|
|
12,407
|
|
|
*
|
|
22,158
|
|
|
34,565
|
|
Lloyd E. Johnson
|
|
1,720
|
|
|
—
|
|
|
1,720
|
|
|
*
|
|
1,978
|
|
|
3,698
|
|
Donald A. Nolan
|
|
5,326
|
|
|
—
|
|
|
5,326
|
|
|
*
|
|
17,205
|
|
|
22,531
|
|
Herbert K. Parker
|
|
14,330
|
|
|
—
|
|
|
14,330
|
|
|
*
|
|
—
|
|
|
14,330
|
|
Mark A. Pompa
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
3,327
|
|
|
3,327
|
|
Richard V. Reynolds
|
|
21,292
|
|
|
—
|
|
|
21,292
|
|
|
*
|
|
32,487
|
|
|
53,779
|
|
Patricia K. Wagner
|
|
6,696
|
|
|
—
|
|
|
6,696
|
|
|
*
|
|
—
|
|
|
6,696
|
|
Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|||||||
Joseph F. Puishys
|
|
259,441
|
|
(7)
|
100,341
|
|
|
359,782
|
|
|
1.3
|
|
—
|
|
|
359,782
|
|
James S. Porter
|
|
115,488
|
|
|
—
|
|
|
115,488
|
|
|
*
|
|
—
|
|
|
115,488
|
|
Patricia A. Beithon
|
|
135,178
|
|
|
—
|
|
|
135,178
|
|
|
*
|
|
—
|
|
|
135,178
|
|
Brent C. Jewell
|
|
6,000
|
|
|
—
|
|
|
6,000
|
|
|
*
|
|
—
|
|
|
6,000
|
|
Gary R. Johnson
|
|
37,024
|
|
|
—
|
|
|
37,024
|
|
|
*
|
|
—
|
|
|
37,024
|
|
All directors and executive officers as a group (14 persons)
|
|
659,674
|
|
|
100,341
|
|
|
760,015
|
|
|
2.8
|
|
152,583
|
|
|
912,598
|
|
Named Executive Officers
|
|
Shares of Restricted Stock
|
Joseph F. Puishys
|
|
36,994
|
James S. Porter
|
|
10,417
|
Patricia A. Beithon
|
|
7,460
|
Brent C. Jewell
|
|
6,000
|
Gary R. Johnson
|
|
4,070
|
All directors and executive officers as a group (14 persons)
|
|
64,941
|
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
|
|
175,897
|
|
(1) (2)
|
N/A
|
|
(3)
|
613,654
|
|
(4)
|
|
Equity compensation plans not approved by security holders
|
|
100,341
|
|
(5)
|
8.34
|
|
|
None
|
|
|
|
Total
|
|
276,238
|
|
|
$
|
8.34
|
|
|
613,654
|
|
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
Audit Fees
(1)
|
|
$
|
1,991,700
|
|
|
$
|
1,863,300
|
|
Audit-Related Fees
(2)
|
|
33,000
|
|
|
32,000
|
|
||
Tax Fees
(3)
|
|
161,400
|
|
|
197,800
|
|
||
Total
|
|
$
|
2,186,100
|
|
|
$
|
2,093,100
|
|
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 2, 2019
|
|
$
|
1,530
|
|
|
$
|
—
|
|
|
$
|
3,090
|
|
|
$
|
223
|
|
|
$
|
(25
|
)
|
|
$
|
4,372
|
|
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
|
|
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 2, 2019 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of March 2, 2019 and March 3, 2018, (ii) the Consolidated Results of Operations for the three years ended March 2, 2019, March 3, 2018 and March 4, 2017, (iii) the Consolidated Statements of Comprehensive Earnings for the three years ended March 2, 2019, March 3, 2018 and March 4, 2017, (iv) the Consolidated Statements of Cash Flows for the three years ended March 2, 2019, March 3, 2018 and March 4, 2017, (v) the Consolidated Statements of Shareholders' Equity for the years ended March 2, 2019, March 3, 2018 and March 4, 2017 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/ Herbert K. Parker
|
|
|
Director
|
Bernard P. Aldrich
|
|
|
|
|
Herbert K. Parker
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jerome L. Davis
|
|
|
Director
|
|
/s/ Mark A. Pompa
|
|
|
Director
|
Jerome L. Davis
|
|
|
|
|
Mark A. Pompa
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Sara L. Hays
|
|
|
Director
|
|
/s/ Richard V. Reynolds
|
|
|
Director
|
Sara L. Hays
|
|
|
|
|
Richard V. Reynolds
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lloyd E. Johnson
|
|
|
Director
|
|
/s/ Patricia K. Wagner
|
|
|
Director
|
Lloyd E. Johnson
|
|
|
|
|
Patricia K. Wagner
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Donald A. Nolan
|
|
|
Director
|
|
|
|
|
|
Donald A. Nolan
|
|
|
|
|
|
|
|
|
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
|
Velocity, A Viracon Company
|
|
Minnesota
|
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.
|
|
/s/ James S. Porter
|
|
James S. Porter
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Joseph F. Puishys
|
|
Joseph F. Puishys
President and Chief Executive Officer
|
|
April 26, 2019
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ James S. Porter
|
|
James S. Porter
Executive Vice President and Chief Financial Officer
|
|
April 26, 2019
|
|