FinanceLooker

Excrept from filing document 2025-03-01

As of August 30 2024 the last business day of the registrant s most recently completed second fiscal quarter the approximate aggregate market value of voting and non voting common equity held by non affiliates of the registrant was 1 432 300 000 based on the closing price of 66 78 per share as reported on The Nasdaq Stock Market as of that date
In accordance with General Instruction G 3 of Form 10 K certain information required by Part III hereof will either be incorporated into this Annual Report on Form 10 K by reference to our Definitive Proxy Statement for our Annual Meeting of Shareholders filed within 120 days of our fiscal year ended March 1 2025 or will be included in an amendment to this Annual Report on Form 10 K filed within 120 days of March 1 2025
This Annual Report on Form 10 K including Management s Discussion and Analysis of Financial Condition and Results of Operations in Part II Item 7 contains certain statements that are considered forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 These statements reflect our current views with respect to future events and financial performance Forward looking statements generally can be identified by the use of forward looking terminology such as may believe expect anticipate intend estimate forecast project should will continue or similar words or expressions All forecasts and projections in this document are forward looking statements and are based on management s current expectations or beliefs of the Company s near term results based on current information available pertaining to the Company including the risk factors noted under Item 1A in this Form 10 K From time to time we also may provide oral and written forward looking statements in other materials we release to the public such as press releases presentations to securities analysts or investors or other communications by the Company Any or all of our forward looking statements in this report and in any public statements we make could be materially different from actual results
Accordingly we wish to caution investors that any forward looking statements made by or on behalf of the Company are subject to uncertainties and other factors that could cause actual results to differ materially from such statements These uncertainties and other risk factors include but are not limited to the risks and uncertainties set forth under Item 1A in this Form 10 K all of which are incorporated by reference into Item 7
We wish to caution investors that other factors might in the future prove to be important in affecting the Company s results of operations New factors emerge from time to time it is not possible for management to predict all such factors nor can it assess the impact of each such factor on the business or the extent to which any factor or a combination of factors may cause actual results to differ materially from those contained in any forward looking statements We undertake no obligation to update publicly or revise any forward looking statements whether as a result of new information future events or otherwise
Apogee Enterprises Inc Apogee we us our or the Company was incorporated under the laws of the State of Minnesota in 1949 We are a leading provider of architectural building products and services as well as high performance coated materials used in a variety of applications
During the fourth quarter of fiscal 2025 the Company changed the names of two of our reporting segments to better reflect their product focus and capabilities The previously named Architectural Framing Systems Segment is now referred to as the Architectural Metals Segment The previously named Large Scale Optical Segment is now referred to as the Performance Surfaces Segment There were no changes in the products or brands included within each of the reportable segments nor the way in which our CEO assesses performance and allocates resources for these or our other segments
designs engineers fabricates and finishes aluminum window curtainwall storefront and entrance systems used primarily in non residential construction In fiscal 2025 this segment accounted for approximately 39 of our net sales
integrates technical services project management and field installation services to design engineer fabricate and install architectural curtainwall and other façade related systems used primarily in non residential construction In fiscal 2025 this segment accounted for approximately 31 of our net sales
cuts treats coats and fabricates high performance glass used in custom window and wall systems used primarily in non residential buildings In fiscal 2025 this segment accounted for approximately 21 of our net sales
develops and manufactures high performance coated materials for a variety of applications including wall decor museums graphic design digital displays architectural interiors and industrial flooring In fiscal 2025 this segment accounted for approximately 9 of our net sales
We have developed a deep understanding of our target markets and aligned our businesses with clear go to market strategies to drive value for our customers through differentiated product and service offerings We are focused on operational execution driving productivity improvements and maintaining a competitive cost structure so that we may bring more value to our customers and improve our own profitability
We are shifting our business mix toward higher operating margin offerings in order to improve our return on invested capital performance We accomplish this by allocating resources to grow our top performing businesses actively addressing underperforming businesses and investing in differentiated product and service offerings to accelerate our growth and increase margins
We are shifting from our historical decentralized operating model to one with center led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business We have established a Company wide operating system with common tools and processes based on the foundation of Lean and Continuous Improvement which we call the Apogee Management System Our strategy is supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance
We continually analyze our current portfolio of products services and capabilities to identify the best areas for future profitable growth We also evaluate inorganic investment opportunities where we can deploy capital to acquire businesses that will be accretive to our long term growth rate and operating margins
In fiscal 2025 we drove further progress toward our strategic goals and financial targets We continued the deployment of the Apogee Management System across our business supporting sustainable cost and productivity improvements We invested in organic and inorganic growth initiatives including the acquisition of UW Interco LLC UW Solutions and capacity expansion in the Performance Surfaces segment as well as capacity expansion to support geographic growth in the Architectural Services segment We continue to focus on offering differentiated products and services and diversifying the mix of architectural projects that we serve We also advanced several initiatives to strengthen our core capabilities driving the standardization of key business processes and systems and strengthening talent management and leadership development programs
Our Architectural Metals Segment designs engineers and fabricates aluminum windows curtainwall storefront and entrance systems We also extrude aluminum and provide finishing services for metal components used in a variety of building materials applications We sell our products and services under the Tubelite EFCO and Linetec brands in the U S and under Alumicor in Canada
Our Architectural Services Segment delivers value by integrating technical capabilities project management skills and field installation services to provide design engineering fabrication and installation for the exteriors of primarily non residential buildings Our ability to efficiently design high quality window and curtainwall systems and effectively manage the installation of building façades enables our customers to meet schedule and cost requirements of their projects We sell our products and services under the Harmon brand
Our Architectural Glass Segment provides a wide range of high performance glass products offering customized solutions that enable architects and building owners to meet their design aesthetic and performance goals We fabricate insulating laminated and monolithic glass units that are used in windows curtainwall storefront and entrance systems We provide premium glass solutions to meet our customers design and energy performance requirements These include proprietary high performance coatings digital and silkscreen printing heat soaking of tempered glass and thermal spacers We sell our products under the Viracon and GlassecViracon brands
The Performance Surfaces Segment develops and manufactures high performance coated materials for a variety of applications including wall decor museums graphic design digital displays architectural interiors and industrial flooring We are a vertically integrated manufacturer differentiated by our proprietary formulations and coating application processes We sell our products under the Tru Vue ResinDEK ChromaLuxe RDC Coatings and Unisub brands
Demand for the products and services offered by our architectural segments is not only impacted by general economic conditions but has historically been affected by changes in the North American non residential construction industry which is cyclical in nature
We look to several external indicators to analyze potential demand for our products and services such as U S and Canadian job growth office vacancy rates credit and interest rates architectural billing indices and material costs We also rely on internal indicators to analyze demand including our sales pipeline which is made up of contracts in review projects awarded or committed and bidding activity Our sales pipeline together with ongoing feedback analysis and data from our customers architects and building owners provides information related to near and mid term demand Additionally we evaluate data on U S and Canadian non residential construction market activity industry analysis interest rates and other longer term trends provided by external data sources
Our products and services are primarily used in commercial buildings office buildings hotels and retail centers institutional buildings education facilities health care facilities and government buildings transportation facilities airports and transit terminals and multi family residential buildings a subset of residential construction
Many of our projects involve a high degree of customization as the product or service is designed or fabricated to meet customer specified requirements for aesthetics performance and size and local building codes
Our customers are mainly glazing subcontractors and general contractors with project design being influenced by architects and building owners Our windows curtainwall storefront and entrance systems are sold using a combination of direct sales forces independent sales representatives and distributors Our installation services are sold by a direct sales force in certain metropolitan areas in the U S and Canada Our high performance architectural glass is sold using both a direct sales force and independent sales representatives
We primarily supply architectural glass products and aluminum framing systems including window curtainwall storefront and entrance systems to customers in North America We are one of only a few architectural glass installation service companies in the U S to have a national presence and we have the ability to provide installation project management throughout the U S and Canada
Demand for our products in our Performance Surfaces Segment is impacted by general economic conditions including consumer confidence spending in residential improvements as well as growth in non residential construction We offer value added coated glass acrylic metals and other substrates used in the custom picture framing market museum market graphic arts and decor markets and various technical glass applications These products are sold primarily in North America under the Tru Vue ChromaLuxe and Unisub brands through national and regional retail chains using a direct sales force as well as to local retailers through an independent distribution network Through our ResinDEK brand we offer engineered panels used in flooring systems designed for material handling supply chain and self storage applications These products are sold through a combination of a direct sales force and third party representatives Our RDC Coatings brand offers coating solutions for a variety of applications that are custom engineered to meet customer specifications Markets for these coatings include flooring furniture cabinetry and other applications We have a global distribution network and supply our products to customers outside of North America primarily in Europe and Asia
The North American non residential construction market is highly fragmented Competitive factors include price product quality product attributes and performance reliable service on time delivery lead time warranties and the ability to provide project management technical engineering and design services To protect and improve our competitive position we maintain strong relationships with building owners architects and other stakeholders who influence the selection of products and services on a project and with general contractors who initiate projects and develop specifications
Our Architectural Metals Segment competes against several national regional and local aluminum window and storefront manufacturers as well as regional finishing companies Our businesses compete by providing a broad portfolio of high quality products robust engineering capabilities a vertically integrated manufacturing model and dependable short lead time service
Our Architectural Services Segment competes against international national and regional glass installation companies We compete by offering a robust set of capabilities at a competitive cost Our capabilities include engineering and design services project management manufacturing and field installation We deliver these services using an operating model that is designed to reduce costs and risk for our customers
In our Architectural Glass Segment we compete with regional glass fabricators and international competitors who can provide certain products with attributes similar to ours We differentiate by providing a wider range of high quality products including several proprietary offerings that we can bundle together into customized solutions We work to maintain strong relationships with architects developers and other industry stakeholders and provide strong customer service and reliable delivery
Our Performance Surfaces Segment competes primarily with European U S and Asia Pacific providers of both basic and value added glass and acrylic and other high performance coated substrates Our competitive strengths include innovative proprietary products domain expertise in coating processes and technologies a highly automated manufacturing model strong customer relationships an established distribution network and a portfolio of well known brands
We offer product and service warranties that we believe are competitive for the markets in which our products and services are sold The nature and extent of these warranties depend upon the product or service the market and in some cases the customer being served Our standard warranties are generally from two to 12 years for our curtainwall window system and architectural glass and certain coated products while we generally offer warranties of two years or less on our other products and services
Materials used in the Architectural Metals Segment include aluminum billet and extrusions fabricated glass plastic extrusions hardware paint and chemicals Within the Architectural Services Segment materials used include fabricated glass finished aluminum extrusions fabricated metal panels and hardware Raw materials used within the Architectural Glass Segment include float glass vinyl silicone sealants and lumber Materials used in the Performance Surfaces Segment are float glass acrylic aluminum sheets medium density fiberboard MDF and certain chemicals Most of our raw materials are readily available from a variety of domestic and international sources
We have several patents trademarks trade names trade secrets and proprietary technologies and customer relationships that we believe constitute valuable assets but we do not regard our business as being materially dependent on any single item or category of intellectual property We take measures that we believe to be appropriate to protect our intellectual property to the extent such intellectual property can be protected
Activity in the non residential construction industry is impacted by the seasonal impact of weather and weather events in our operating locations with activity in some markets reduced in winter due to inclement weather
Trade and contract related receivables and other contract assets are the largest components of our working capital Inventory requirements mainly related to raw materials are most significant in our Architectural Metals Architectural Glass and Performance Surfaces Segments
We are subject to various environmental and occupational safety and health laws and regulations in the U S and in other countries in which we operate These laws and regulations relate to among other things our use and storage of hazardous materials in our manufacturing operations and associated air emissions and discharges to surface and underground waters We have several continuing programs designed to ensure compliance with foreign federal state and local environmental and occupational safety and health laws and regulations We contract with outside vendors to collect and dispose of waste at our production facilities in compliance with applicable environmental laws In addition we have procedures in place that enable us to properly manage the regulated materials used in and wastes created by our manufacturing processes We believe we are currently in compliance with all such laws and regulations
We are committed to integrating sustainable business practices and environmental stewardship throughout our business Our company wide commitment to sustainable business practices is focused on delivering long term profitable growth while carefully stewarding the resources entrusted to us and delivering products and services that address our customers increased focus on energy efficiency greenhouse gas reductions and other performance requirements
Our architectural products and services are key enablers of green building and sustainable design We have long been at the forefront of developing innovative products and services that conserve resources and help architects and building owners achieve their sustainability goals such as attaining Leadership in Energy and Environmental Design LEED certifications Our high performance thermal framing systems energy efficient architectural glass and other products are designed to help improve building energy efficiency reduce greenhouse gas emissions and increase security and comfort for building occupants Our products are made primarily with glass and aluminum components which are recyclable at the end of their useful lives In addition many of our framing products can be specified with recycled aluminum content
Our commitment to sustainable business practices and environmental stewardship also extends to our own operations including incorporating environmentally sustainable manufacturing processes eliminating waste and minimizing our resource consumption
We had approximately 4 500 employees on March 1 2025 up from 4 400 employees on March 2 2024 of which 78 are male and 22 are female As of March 1 2025 approximately 351 or approximately 8 of our employees are covered by collective bargaining agreements
Competition for qualified employees in the markets and industries in which we operate is significant and our success depends on the ability to attract select develop and retain a productive and engaged workforce Investing in our employees and their well being offering competitive compensation and benefits promoting diversity and inclusion and adopting positive human capital management practices are critical components of our corporate strategy
The safety of our employees is integral to our Company Providing a safe and secure work environment is one of our highest priorities and we devote significant time and resources to workplace safety Our safety programs are designed to comply with stringent regulatory requirements and to meet or exceed best practices in our industry This commitment requires focus and dedication to fundamental aspects of our business to minimize the risk of accidents injury and exposure to health hazards
In fiscal 2025 we continued to improve our enterprise wide health and safety program which centralizes oversight of workplace safety and actively shares best practices across our business Our Apogee Safety Council meets regularly to review facility level performance maintain our policies and provide short and long term plans to achieve our ambition of achieving an incident rate of zero
We utilize a safety culture assessment process along with safety compliance audits to monitor safety programs within our businesses and regularly share best practices These annual assessments and audits provide suggestions for continuous improvement in safety programs and measure employee engagement In addition the programs encourage the development of a proactive inter dependent safety culture in which leadership and employees interact to ensure safety is viewed as everyone s responsibility Our leadership team and Board of Directors are briefed regularly on our health and safety performance metrics
We offer comprehensive health and wellness programs for our employees In addition to standard health programs including medical insurance and preventive care we have a variety of resources available to employees relating to physical and mental wellness We also conduct employee engagement surveys at the site level annually to hear directly from our employees with respect to what we are doing well in addition to areas where they may need additional support
We strive to promote a workplace where each employee s abilities are recognized respected and utilized to further our goals Our aim is to create an environment where people feel included as a part of a team because of their diversity of outlooks perspectives and characteristics and have an equal opportunity to add value to our Company We work to create a culture of inclusion reduce bias in our talent practices and invest in and engage with our communities We conduct diversity and Code of Business Ethics and Conduct trainings with employees and managers annually to define our expectations on creating an inclusive and diverse workplace where all individuals feel respected and part of a team regardless of their race national origin ethnicity gender age religion disability sexual orientation or gender identity
Our talent management program is focused on developing employees and leaders to meet our evolving needs Employees are able to track and manage their growth through a performance management system and managers actively engage with their employees to provide coaching and feedback identify training and development opportunities to improve performance in the employee s current role and to position the employee for future growth Training and development opportunities include new hire training job specific training stretch assignments and safety training We also offer leadership development opportunities along with technical training for engineers designers and sales staff In addition we offer an education assistance program in which certain eligible employees receive tuition reimbursement to help defray the costs associated with their continuing education Our executive leadership and Human Resources teams regularly conduct talent reviews and succession planning to assist with meeting critical talent and leadership needs
Through a link to a third party content provider our website provides free access to our Annual Reports on Form 10 K Quarterly Reports on Form 10 Q Current Reports on Form 8 K and if applicable amendments to those reports filed or furnished pursuant to Section 13 a or 15 d of the Securities Exchange Act of 1934 as amended the Exchange Act as soon as reasonably practicable after electronic filing such material with or furnishing it to the Securities and Exchange Commission SEC These reports are also available on the SEC s website at
Also available on our website are various corporate governance documents including our Code of Business Ethics and Conduct Corporate Governance Guidelines and charters for the Audit Compensation and Nominating and Corporate Governance Committees of the Board of Directors the Board
Chief Executive Officer CEO of the Company since January 2021 Prior to joining the Company Mr Silberhorn worked for 3M a diversified global manufacturer and technology company most recently serving as Senior Vice President of 3M s Transformation Technologies and Services from April 2019 through December 2020 Prior to this position and since 2001 he held several 3M global business unit leadership roles serving as Vice President and General Manager for divisions within Safety Industrial Transportation Electronics and the Consumer business groups
Executive Vice President and Chief Financial Officer of the Company since April 2023 Prior to joining the Company Mr Osberg served as Chief Financial Officer at Helen of Troy Limited a global consumer products company Previously Mr Osberg worked in finance roles at Best Buy Co Inc and Ernst Young LLP
Executive Vice President and Chief Human Resources Officer since July 2024 Ms Trende joined the Company from Medtronic where she served as Vice President of Global Talent Acquisition Human Resources Technology Analytics and Project Management Office Prior to Medtronic Ms Trende was Senior Vice President of Human Resources for OptumHealth a subsidiary of UnitedHealth Group In addition Ms Trende served in several human resources leadership roles at Target Corporation and Cargill
Vice President Chief Legal Officer and Secretary of the Company since June 2020 Prior to this role Ms Elliott served as Assistant General Counsel for the Company since 2014 Prior to joining the Company Ms Elliott was a partner with Lindquist Vennum PLLP n k a Ballard Spahr LLP
President of Apogee s Architectural Metals Segment since October 2023 Prior to this role Mr Longman served as President of Apogee s Architectural Glass segment from June 2021 to October 2023 Prior to joining the Company Mr Longman served as Chief Executive Officer and Chief Operating Officer for Harvey Building Products a manufacturer of windows doors and accessory products from March 2018 to November 2020 and in various functional and business leadership roles at Colfax Fluid Handling a diversified technology company from 2012 to 2018
President of Apogee s Architectural Glass Segment since October 2023 Prior to this role Mr Jewell served as President of Apogee s Architectural Metals Segment from August 2019 to October 2023 and as Senior Vice President Business Development and Strategy for the Company from May 2018 to August 2019 Prior to joining the Company Mr Jewell served in multiple Senior leadership positions at Valspar a developer manufacturer and distributor of paints and coatings from 2010 to 2017
President of Apogee s Performance Surfaces Segment since January 2025 Prior to joining the Company Ms Lakkundi served as Senior Vice President Strategy and Corporate Development at Rockwell Automation a global leader in industrial automation and digital transformation Previously Ms Lakkundi served at Senior Vice President and Chief Strategy Officer at 3M Company along with other key leadership positions across 3M
Our business faces many risks Any of the risks discussed below or elsewhere in this Form 10 K or our other filings with the Securities and Exchange Commission could have a material adverse impact on our business financial condition or operating results
Architectural Metals Architectural Services Architectural Glass and a portion of our Performance Surfaces Segment are influenced by North American economic conditions and the cyclical nature of the North American non residential construction industry The non residential construction industry is impacted by macroeconomic trends such as availability of credit employment levels consumer confidence interest rates and commodity prices In addition changes in architectural design trends demographic trends and or remote work trends could impact demand for our products and services To the extent changes in these factors negatively impact the overall non residential construction industry our business operating results and financial condition could be significantly adversely impacted
A significant portion of our Performance Surfaces Segment primarily depends on the strength of the U S retail custom picture framing industry This industry is heavily influenced by consumer confidence and the conditions of the U S economy A
Global instability and uncertainty arising from events outside of our control such as significant natural disasters political crises public health crises and or other catastrophic events could materially adversely affect our results of operations
Natural disasters political crises public health crises and other catastrophic events or other events outside of our control may negatively impact our facilities or the facilities of third parties on which we depend have broader adverse impacts on the non residential construction market consumer confidence and spending and or impact both the well being of our employees and our ability to operate our facilities These types of disruptions or other events outside of our control could affect our business negatively cause delays or cancellation of non residential construction projects or cause us to temporarily close our facilities harming our operating results In addition if any of our facilities including our manufacturing finishing or distribution facilities or the facilities of our suppliers third party service providers or customers is affected by natural disasters political crises public health crises or other catastrophic events or events outside of our control our business and operating results could be materially impacted
We operate in competitive industries in which the actions of our existing competitors or new competitors could result in loss of customers and or market share Changes in our competitors products prices or services could negatively impact our share of demand and our operating results
The Performance Surfaces Segment is highly dependent on a relatively small number of customers for its sales while working to grow in new markets and with new customers Accordingly loss of a significant customer or a significant reduction in pricing for one or more of those customers could materially reduce the segment s operating results
Our strategy includes differentiating our product and service offerings shifting our business mix toward higher growth and operating margin products and services driving higher return on invested capital performance and moving to a more centralized operating model Execution of this strategy require additional investments of time and resources and could fail to achieve the desired results For example we may be unable to increase our sales and earnings by differentiating our product and service offerings in a cost effective manner We may fail to accurately predict future customer needs and preferences and thus focus on the wrong business mix Our centralized operating system may not produce the desired operating efficiencies
We continue to look for strategic business opportunities to drive long term growth and operating efficiencies which may include acquisitions divestitures and or restructuring plans We frequently evaluate our brand and product portfolios and may consider acquisitions that complement our business or divestitures of businesses that we no longer believe to be an appropriate strategic fit
As we consider and execute acquisitions we may incur risks in integrating operations technologies products and employees we may fail to realize expected revenue growth and cost synergies from integration initiatives we would likely increase debt levels to finance an acquisition we may not fully anticipate changes in cash flows or other market based assumptions or conditions that cause the value of acquired assets to fall below book value requiring impairment of intangible assets including goodwill we may identify contingent liabilities subsequent to closing an acquisition and we may be entering markets in which we have no or limited experience
As we consider and execute future divestitures we may be exposed to risks associated with our ability to find appropriate buyers difficulties in executing transactions on favorable terms separating divested business operations with minimal impact to our remaining operations incur write offs and impairment charges and we may have challenges effectively managing any transition service arrangements
As we consider and execute restructuring plans we may be exposed to risks associated with successfully completing the initiative in a timely manner or at all advancing our business strategy as expected accurately predicting costs realizing anticipated cost savings efficiencies synergies financial targets and other benefits and we may experience the loss of key employees and or reduced employee morale and productivity
The loss of our CEO or any of our key senior executives could have a material adverse effect on our business operating results and financial condition particularly if we are unable to hire and integrate suitable replacements on a timely basis Further as our business evolves we may have changes in our senior management team If we are unable to attract or retain the right individuals for the team it could hinder our ability to efficiently execute our business and could disrupt our operations or otherwise have a material adverse effect on our business
Additionally an important aspect of our success depends on the skills of construction project managers and other key technical personnel and our ability to secure sufficient manufacturing and installation labor In recent years low U S unemployment has caused increased competition for experienced construction project managers and other labor If we are unable to retain existing employees provide a safe and healthy working environment and or recruit and train additional employees with the requisite skills and experience our operating results could be adversely impacted
Our Architectural Metal and Architectural Services Segments use aluminum as a significant input to their products Our operating results in those two segments could be negatively impacted by supply chain disruptions and adverse price movements in the market for raw aluminum In recent years we have seen increased volatility in the price of aluminum that we purchase from both domestic and international sources Due to our Architectural Metals and Architectural Services Segments presence in Canada we have significant cross border activity as our Canadian businesses purchase inputs from U S based suppliers and sell to U S based customers A significant change in U S trade policy with Canada could therefore have an adverse impact on our operating results
Our Architectural Glass and Performance Surfaces Segments use raw glass as a significant input to their products Increases in demand for raw glass may lead to lower supply or higher costs to acquire Failure to acquire a sufficient supply of raw glass on terms as favorable as current terms could negatively impact our operating results
Our suppliers are subject to the fluctuations in general economic cycles Global economic conditions and trade policies may impact their ability to operate their businesses They may also be impacted by the increasing costs or availability of raw materials labor and distribution resulting in demands for less attractive contract terms or an inability for them to meet our requirements or conduct their own businesses The performance and financial condition of one or more suppliers may cause us to alter our business terms or to cease doing business with a particular supplier or suppliers or change our sourcing practices generally which could in turn adversely affect our business and financial condition If we encounter problems with distribution our ability to deliver our products to market could be adversely affected Our operations are vulnerable to interruptions in the event of work stoppages whether due to public health concerns labor disputes or shortages and natural disasters that may affect our distribution and transportation to job sites Moreover our distribution system includes computer controlled and automated equipment which may be subject to a number of risks related to data and system security or computer viruses the proper operation of software and hardware power interruptions or other system failures If we encounter problems with our distribution systems our ability to meet customer and consumer expectations manage inventory manage transportation related costs complete sales and achieve operating efficiencies could be adversely affected
Some of our segments are occasionally awarded fixed price contracts that do not include escalation clauses on material and labor costs These bids are required before all aspects of a construction project are known An underestimate in the amount of labor required and or cost of materials for a project a change in the timing of the delivery of product system design errors difficulties or errors in execution or significant project delays caused by us or other trades could result in failure to achieve the expected results Any one or more of such issues could result in losses on individual contracts that could negatively impact our operating results
Our operations are dependent upon various information technology systems that are used to process transmit and store electronic information and data and to manage or support our manufacturing operations and a variety of other business processes and activities some of which are managed by third parties We could encounter difficulties in maintaining our existing systems developing and implementing new systems or integrating information technology systems across our business units Such difficulties could lead to disruption in business operations and or significant additional expenses that could adversely affect our results
Additionally our information technology and Internet based systems and those of our third party service providers are subject to disruption and data loss due to natural disasters power losses unauthorized access telecommunication failures and cyber attacks of increasing frequency and sophistication These systems have in the past been and may in the future be subject to cyber attacks and other attempts to gain unauthorized access breach damage disrupt or otherwise compromise such systems none of which have been material to us in the last three fiscal years The occurrence of any of these events could adversely affect our reputation and could result in the compromise of confidential information litigation manipulation and loss of data and intellectual property regulatory action production downtimes disruption in availability of financial data misrepresentation of information via digital media and increased costs and operational consequences of implementing further data protection systems
Our security measures may also be breached in the future as a result of employee error failure to implement appropriate processes and procedures advances in computer and software capabilities and encryption technology new tools and discoveries malfeasance third party action including cyber attacks or other international misconduct by computer hackers or otherwise Additionally we may have heightened cybersecurity information security and operational risks as a result of work from home arrangements Our workforce operates with a combination of remote work and flexible work schedules opening us up for cybersecurity threats and potential breaches as a result of increased employee usage of networks other than company managed networks This could result in one or more third parties obtaining unauthorized access to our customer or supplier data or our internal data including personally identifiable information intellectual property and other confidential business information Third parties may also attempt to fraudulently induce employees into disclosing sensitive information such as user names passwords or other information in order to gain access to customer or supplier data or our internal data including intellectual property financial and other confidential business information
We believe our mitigation measures reduce but cannot eliminate the risk of a cyber incident however there can be no assurance that our existing and planned precautions of backup systems regular data backups security protocols and other procedures will be adequate to prevent significant damage system failure or data loss and the same is true for our partners vendors and other third parties on which we rely While we maintain cybersecurity insurance the costs related to cybersecurity threats or disruptions may not be fully insured Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target we may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures Though it is difficult to determine what harm may directly result from any specific interruption or breach any failure to maintain performance reliability security and availability of our network infrastructure or otherwise maintain the confidentiality security and integrity of data that we store or otherwise maintain on behalf of third parties may harm our reputation and our employee and customer relationships If such unauthorized disclosure or access does occur we may be required to notify our customers employees or those persons whose information was improperly used disclosed or accessed We may also be subject to claims of breach of contract for such use or disclosure investigation and penalties by regulatory authorities and potential claims by persons whose information was improperly used or disclosed We could also become the subject of regulatory action or litigation from our customers employees suppliers service providers and shareholders which could damage our reputation require significant expenditures of capital and other resources and cause us to lose business Additionally an unauthorized disclosure or use of information could cause interruptions in our operations and might require us to spend significant management time and other resources investigating the event and dealing with local and federal law enforcement Regardless of the merits and ultimate outcome of these matters we may be required to devote time and expense to their resolution
In addition the number of data security incidents has increased regulatory and industry focus on security requirements and heightened data security industry practices New regulation evolving industry standards and the interpretation of both may cause us to incur additional expense in complying with any new data security requirements As a result the failure to maintain the integrity of and protect customer or supplier data or our confidential internal data could have a material adverse effect on our business operating results and financial condition
The impact of geopolitical tensions including the potential implementation of more restrictive trade policies higher tariffs or the renegotiation of existing trade agreements in the U S or countries where we sell our products and services or procure products could have a material adverse effect on our business In particular political or trade disputes or future phases of trade negotiations with Canada that could lead to the imposition of tariffs or other trade actions could require us to take action to mitigate those effects We may be unable to pass through additional tariff costs to our customers through price increases and may be unable to secure adequate alternative sources of supply Our inability to offset higher tariff costs could have a material adverse effect on our operating results profitability customer relationships and future cash flow
Violations of legal and regulatory compliance requirements including environmental laws and changes in existing legal and regulatory requirements may have a negative impact on our business and results of operations
laws and regulations that apply specifically to U S public companies and laws and regulations applicable to our manufacturing and construction site operations Our efforts to comply with evolving laws regulations and reporting standards including climate related regulations may increase our general and administrative expenses divert management time and attention or limit our operational flexibility all of which could have a material adverse effect on our business financial position and results of operations Additionally new laws rules and regulations or changes to existing laws or their interpretations could create added legal and compliance costs and uncertainty for us
We use hazardous materials in our manufacturing operations and have air and water emissions that require controls Accordingly we are also subject to federal state local and foreign environmental laws and regulations including those governing the storage and use of hazardous materials and disposal of wastes A violation of such laws and regulations or a release of such substances may expose us to various claims including claims by third parties as well as remediation costs and fines
We manufacture and or install a significant portion of our products based on the specific requirements of each customer We believe that future orders of our products or services will depend on our ability to maintain the performance reliability quality and timely delivery standards required by our customers We have in the past and are currently subject to product liability and warranty claims including certain legal claims related to a commercial sealant product formerly incorporated into our products and there is no certainty we will prevail on these claims If our products have performance reliability or quality problems or products are installed using incompatible glazing materials or installed improperly by us or a customer we may experience additional warranty and other expenses reduced or canceled orders higher manufacturing or installation costs or delays in the collection of accounts receivable Additionally product liability and warranty claims including relating to the performance reliability or quality of our products and services could result in costly and time consuming litigation that could require significant time and attention of management and involve significant monetary damages that could negatively impact our operating results There is also no assurance that the number and value of product liability and warranty claims will not increase as compared to historical claim rates or that our warranty reserve at any particular time is sufficient No assurance can be given that coverage under insurance policies if applicable will be adequate to cover future product liability claims against us If we are unable to recover on insurance claims in whole or in part or if we exhaust our available insurance coverage at some point in the future then we might be forced to expend our own funds on legal fees and settlement or judgment costs which could negatively impact our profitability results of operations cash flows and financial condition
Significant judgment is required to determine our effective tax rate and evaluate our tax positions We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement criteria prescribed by applicable accounting standards Fluctuations in federal state local and foreign taxes or a change to uncertain tax positions including related interest and penalties may impact our effective tax rate and financial results Additionally we are subject to audits in the various taxing jurisdictions in which we conduct business In cases where audits are conducted and issues are raised a number of years may elapse before such issues are finally resolved Unfavorable resolution of any tax matter could increase the effective tax rate which could have an adverse effect on our operating results and cash flow The impact of future tax legislation in the U S or abroad is always uncertain Changes in such laws could adversely impact our effective income tax rate
From time to time we may provide financial projections to our shareholders lenders investment community and other stakeholders Our projections are based on management s best estimate utilizing prevailing business and economic conditions as well as other relevant information available at the time These projections are highly subjective and are based upon a variety of factors that could change materially over time As a result our future actual results could vary materially from our projections which could have an adverse impact on the market price of our common stock
Rising interest rates inflation and higher input costs could reduce the demand for our products and services and impact our profitability Higher interest rates make it more expensive for our customers to finance construction projects and as a result may reduce the number of projects available to us and the demand for our products and services and also increase the interest expenses associated with our borrowings Cost inflation including significant cost increases for freight aluminum glass paint wood based and other materials used in our operations has impacted and could continue to impact our profitability Furthermore in some of our segments we operate on contracts wherein we bear part or all of the risk of inflation on materials costs and the cost of installation services Our ability to mitigate these costs or recover the cost increases through price increases may lag the cost increases which could negatively impact our margins
We may experience further impairment of our goodwill indefinite and definite lived intangible assets and long lived assets in the future which could adversely impact our financial condition and results of operations
Our assets include a significant amount of goodwill indefinite and definite lived intangible assets and long lived assets We evaluate goodwill and indefinite lived intangible assets for impairment annually in our fiscal fourth quarter or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may not be recoverable We evaluate definite lived intangible assets and long lived assets for impairment if events or changes in circumstances indicate that the carrying value of the long lived asset may not be recoverable The assessment of impairment involves significant judgment and projections about future performance
Based on our annual impairment valuation analysis performed in the fourth quarter of fiscal 2025 we incurred 7 6 million of pre tax impairment charges related to indefinite lived intangibles in the Architectural Metals Segment as a result of strategic branding changes Additionally as a result of a publicly announced restructuring plan in the fourth quarter of fiscal 2024 we incurred 6 2 million of pre tax impairment charges related to property plant and equipment and operating lease right of use assets
The discounted cash flow projections and revenue projections used in our annual impairment valuation analysis are dependent upon achieving forecasted levels of revenue and profitability If revenue or profitability were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner impairment could be indicated and we could incur a non cash impairment expense that would negatively impact our financial condition and results of operations
Failure to maintain effective internal controls over financial reporting could adversely impact our ability to timely and accurately report financial results and comply with our reporting obligations which could materially affect our business
Regardless of how internal financial reporting control systems are designed implemented and enforced they cannot ensure with absolute certainty that our internal control objectives will be met in every instance Because of the inherent limitations of all such systems our internal controls over financial reporting may not always prevent or detect misstatements Failure to maintain effective internal control over financial reporting could adversely affect our ability to accurately and timely report financial results to prevent or detect fraud or to comply with the requirements of the SEC or the Sarbanes Oxley Act of 2002 which could necessitate a restatement of our financial statements and or result in an investigation or the imposition of sanctions by regulators Such failure could additionally expose us to litigation and or reputational harm impair our ability to obtain financing or increase the cost of any financing we obtain All of these impacts could adversely affect the price of our common stock and our business overall
We need sufficient sources of liquidity to fund our working capital requirements service our outstanding indebtedness and finance business opportunities Without sufficient liquidity we could be forced to curtail our operations or we may not be able to pursue business opportunities The principal sources of our liquidity are funds generated from operating activities available cash credit facilities and other debt arrangements If our sources of liquidity do not satisfy our requirements we may need to seek additional financing The future availability of financing will depend on a variety of factors such as economic and market conditions the regulatory environment for banks and other financial institutions the availability of credit and our reputation with potential lenders These factors could materially adversely affect our liquidity costs of borrowing and our ability to pursue business opportunities or grow our business We may also assume or incur additional debt including secured debt in the future in connection with or to fund future acquisitions or for other operating needs
We recognize the critical importance of maintaining the confidentiality integrity and availability of our information systems and data and of effectively assessing identifying and managing cybersecurity and related risks Our cybersecurity risk management program is integrated into our Enterprise Risk Management framework and utilizes a holistic approach to addressing cybersecurity risk It is supported by our employees cybersecurity team senior management the Enterprise Risk Management committee and our Board of Directors Board The underlying controls for the cybersecurity risk management program are based on recognized best practices and standards for cybersecurity and information technology including the National Institute of Standards and Technology and the Center for Internet Security Benchmark
Our cybersecurity risk management program includes an incident response plan for evaluation response and reporting of cybersecurity incidents including notification of the Board and third parties as appropriate Under the plan a Cybersecurity
Intake Team which is comprised of the Chief Information Officer CIO Senior Director of Information Security SDIS and other executive management is responsible for a materiality assessment of cybersecurity incidents taking into consideration both quantitative and qualitative factors and subject to ongoing monitoring and escalation based on materiality
Third party vendors and suppliers also play a role in our cybersecurity risk management program In circumstances where such third parties will access our systems and data our SDIS participates in the vendor management process including the review of contractual requirements and contractually imposing obligations on the vendor to report cybersecurity incidents to us so that we can assess the impact
external advisors to assist with cybersecurity risk assessment including third party monitoring of the Company s systems external network penetration testing and yearly cyber event preparedness exercises
We have not encountered cybersecurity incidents or identified risks from cybersecurity threats that have had a material adverse effect or are reasonably likely to have a material effect on our business strategy operations or financial condition
Notwithstanding the efforts we take to manage our cybersecurity risk we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us While the Company maintains cybersecurity insurance the costs related to cybersecurity threats or disruptions may not be fully insured See Item 1A Risk Factors for a discussion of cybersecurity risks
Within our organization our CIO who reports to our CEO oversees cybersecurity Our SDIS reports to our CIO and is generally responsible for management of cybersecurity risk and the protection and defense of our network and systems including the development and management of policies and processes to identify contain and investigate potential incidents and ensure recovery therefrom Our SDIS has over 15 years of experience managing information technology and cybersecurity matters in multiple industries The SDIS maintains Certified Information Systems Security Professional and Certified Information Security Manager certifications and holds a degree in information technology management
Our Board oversees our cybersecurity risk management program and includes cybersecurity as part of the assessment of the Company s overall Enterprise Risk Management program At least twice per year and more frequently if necessary our CIO updates our Board on the Company s cyber risk profile and the steps taken by management to mitigate those risks In the event of a material cybersecurity incident the Board would receive prompt and timely information regarding the incident as well as ongoing updates regarding such incident until it has been addressed Cybersecurity related risks are included in the Enterprise Risk Management committee s evaluation of top risks to the enterprise which are also presented to the Board and executive management twice per year
The following table lists by segment the Company s principal physical properties as of March 1 2025 We believe these properties are generally in good operating condition suitable for their respective uses and adequate for our current needs as our business is presently conducted
The Company is a party to various legal proceedings incidental to its normal operating activities In particular like others in the construction supply and services industry the Company is routinely involved in various disputes and claims arising out of construction projects sometimes involving significant monetary damages or product replacement We have in the past and are currently subject to product liability and warranty claims including certain legal claims related to a commercial sealant product formerly incorporated into our products
In December 2022 the claimant in an arbitration of one such claim was awarded 20 million by an arbitration panel The claimant then sought to confirm this award in Los Angeles Superior Court in March 2023 In response the Company moved to vacate the award Later in March 2023 the Superior Court confirmed the award which the Company appealed in June 2023 The appeal was argued before the California Court of Appeals Second Appellate District Division Seven on March 7 2025 The California Court of Appeals confirmed the judgment of the Superior Court on March 25 2025 The Company paid the final arbitration award including accrued post judgment interest in the amount of 24 7 million on April 7 2025 As a result of the judgment by the Superior Court the Company recorded expense of 9 4 million which represents the impact of the award amount net of existing reserves and estimated insurance proceeds This impact was recorded in cost of goods sold in the fourth quarter of fiscal 2025
The Company is also subject to litigation arising out of areas such as employment practices workers compensation and general liability matters Although it is very difficult to accurately predict the outcome of any such proceedings facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations cash flows or financial condition of the Company
Our common stock is traded on The Nasdaq Stock Market under the ticker symbol APOG As of April 4 2025 there were 1 032 shareholders of record and 22 627 shareholders for whom securities firms acted as nominees
Quarterly the Board of Directors evaluates declaring dividends based on operating results available funds and the Company s financial condition Cash dividends have been paid each quarter since 1974 The chart below shows quarterly and annual cumulative cash dividends per share for the past two fiscal years
a The shares in this column represent the total number of shares that were surrendered by plan participants to satisfy withholding tax obligations related to share based compensation and the total number of shares that were repurchased pursuant to our publicly announced repurchase program
b In fiscal 2004 announced on April 10 2003 the Board of Directors authorized the repurchase of 1 500 000 shares of Company stock The Board increased the authorization by 750 000 shares announced on January 24 2008 by 1 000 000 shares on each of the announcement dates of October 8 2008 January 13 2016 January 9 2018 January 14 2020 October 7 2021 and June 22 2022 and by 2 000 000 shares announced on October 3 2018 January 14 2022 and October 6 2023 The repurchase program does not have an expiration date
The graph below compares the cumulative total shareholder return on a 100 investment in our common stock for the last five fiscal years with the cumulative total return on a 100 investment in the Russell 2000 Index a broad equity market index and the S P 600 Industrials Index Effective as of February 26 2023 the Company changed industry indexes from the S P Small Cap 600 Growth Index to the S P 600 Industrials Index We believe that the S P 600 Industrials Index is the best available published industry index composed of companies with similar market capitalization and a mix of GICS classifications that reasonably reflect our diverse business activities although most of our direct competitors in our various business units are either privately owned or are divisions of larger publicly owned companies The graph assumes an investment at the close of trading on February 29 2020 and also assumes the reinvestment of all dividends
The following Management s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist the reader in understanding our financial condition and results of operations including an evaluation of the amounts and certainty of cash flows from operations and from outside sources and is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes in Item 8 Financial Statements and Supplementary Data in this Form 10 K Refer to Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10 K for the fiscal year ended March 2 2024 for discussion of the results of operations for the year ended March 2 2024 compared to the year ended February 25 2023 which is incorporated by reference herein
We have included in this report measures of financial performance that are not defined by GAAP We believe that these measures provide useful information and include these measures in other communications to investors For each of these non GAAP financial measures we provide a reconciliation of the differences between the non GAAP measure and the most directly comparable GAAP measure see Reconciliation of Non GAAP Financial Measures in this Item 7 below and an explanation of why we believe the non GAAP measure provides useful information to management and investors These non GAAP measures should be viewed in addition to and not in lieu of the comparable GAAP measure Adjusted net earnings and adjusted earnings per diluted share adjusted diluted EPS are supplemental non GAAP financial measures provided by the Company to assess performance on a more comparable basis from period to period by excluding amounts that management does not consider part of core operating results Management uses these non GAAP measures to evaluate the Company s historical and prospective financial performance measure operational profitability on a consistent basis as a factor in determining executive compensation and to provide enhanced transparency to the investment community
During the fourth quarter of fiscal 2025 we changed the names of two reportable segments to better reflect our product offerings and capabilities The previously named Architectural Framing Systems Segment is now referred to as the Architectural Metals Segment The previously named Large Scale Optical Segment is now referred to as the Performance Surfaces Segment The remaining two segments Architectural Services Segment and Architectural Glass Segment remain unchanged As part of these changes there were no changes to the products or brands included within each of the reportable segments
In the fourth quarter of fiscal 2024 the Company announced strategic actions to streamline its business operations enable a more efficient cost model and better position the Company for profitable growth referred to as Project Fortify During the fourth quarter of fiscal 2024 the Company incurred 12 4 million of pre tax charges related to Project Fortify of which 5 5 million is included in cost of sales and 6 9 million is included in selling general and administrative SG A expenses During fiscal 2025 the Company incurred 4 3 million of pre tax charges related to Project Fortify of which 2 5 million is included in cost of sales and 1 8 million is included in SG A expenses
On April 23 2025 we announced an extension of Project Fortify Project Fortify Phase 2 or Phase 2 to drive further cost efficiencies primarily in the Architectural Metals and Architectural Services Segments Phase 2 will focus on further optimizing our operating footprint and aligning resources to enable a more effective operating model We expect the actions of Phase 2 to incur approximately 24 million to 26 million of pre tax charges of which approximately 8 million are expected to be non cash charges Phase 2 is expected to deliver annualized pre tax cost savings of approximately 13 million to 15 million We expect the actions associated with Phase 2 to be substantially completed by the end of the fourth quarter of fiscal 2026 See Note 18 for additional information
UW Solutions is a U S based vertically integrated manufacturer of high performance coated substrates differentiated by its proprietary formulations and coating application processes The business serves a broad range of customers in attractive end markets including building products for distribution centers and manufacturing facilities as well as premium products for the graphic arts market See Note 17 for additional information
As a result of a March 2025 appellate court decision confirming a December 2022 arbitration award the Company paid the arbitration award including accrued post judgment interest in the amount of 24 7 million on April 7 2025 As a result of the decision we recorded expense of 9 4 million which represents the impact of the award amount net of existing reserves and estimated insurance proceeds This impact was recorded in cost of goods sold in the fourth quarter of fiscal 2025
The following tables provide various components of our operations for fiscal years 2025 2024 and 2023 in U S dollar amounts and percentages reflecting annual changes in such amounts and as a percentage of net sales in each fiscal year
Organic business includes net sales associated with acquired product lines or businesses that occur after the first twelve months from the date the product line or business is acquired and net sales from internally developed product lines or businesses
Consolidated net sales were 1 36 billion compared to 1 42 billion a decrease of 3 9 primarily reflecting the unfavorable impact of the additional week in the prior year of approximately 28 7 million or 2 0 and lower volume primarily in Architectural Metals and Architectural Glass These items were partially offset by net sales growth in Architectural Services and a 32 0 million inorganic sales contribution from the acquisition of UW Solutions
Gross margin increased to 26 4 of net sales compared to 25 9 The gross margin improvement was primarily driven by a more favorable mix of projects and the net favorable impact of cumulative catch up adjustments for changes in profitability estimates of long term contracts in Architectural Services and lower quality and insurance related costs as well as lower restructuring costs from Project Fortify These items were partially offset by 9 4 million of expense related to an arbitration award as well as unfavorable sales leverage impact of lower volume higher lease costs and 1 7 million of acquisition related expenses
SG A expense increased 8 5 million to 17 8 of net sales compared to 16 5 of net sales The increase in SG A as a percentage of net sales was primarily due to the impact of 8 6 million of acquisition related expenses impairment charges of 7 6 million higher amortization expense and the unfavorable sales leverage impact of lower volume partially offset by lower restructuring charges lower bad debt expense and lower long term incentive costs
Operating income was 118 1 million and operating margin declined to 8 7 The decline operating margin was primarily due to the unfavorable sales leverage impact of lower volume 10 3 million of acquisition related expenses 9 4 million of expense related to an arbitration award and 7 6 million impairment charges related to strategic rebranding These items were partially offset by a more favorable mix of projects and the net favorable impact of cumulative catch up adjustments for changes in profitability estimates of long term contracts in Architectural Services lower quality and insurance related costs lower bad debt expense and lower restructuring charges from Project Fortify of 8 1 million Adjusted operating income grew 2 4 to 149 8 million and adjusted operating margin improved to 11 0
Interest expense net was 6 2 million compared to 6 7 million primarily driven by increased interest income from higher average levels of invested cash partially offset by the impact of the write off of unamortized financing fees of 0 5 million related to our previous credit facility
Other income was 0 6 million compared to 2 1 million The lower income in fiscal 2025 was primarily due pre tax gain related to a New Markets Tax Credit of 4 7 million partially offset by the unfavorable impact of an investment market valuation adjustment both recognized in the prior year period
Income tax expense as a percentage of earnings before income tax was 24 4 compared to 22 9 for fiscal 2024 The increase in the effective tax rate was primarily due to an increase in tax expense for discrete items
Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions We report net sales intersegment eliminations separately to exclude these sales from our consolidated total Segment operating income is equal to net sales less cost of goods sold and SG A Segment operating income includes operating income related to intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level We report these unallocated corporate costs separately in Corporate and other Operating income does not include other income or expense interest expense or a provision for income taxes
Net sales were 524 7 million compared to 601 7 million The decline in net sales was primarily driven by reduced volume due to exiting certain lower margin product lines as part of Project Fortify and lower end market demand the impact of one less week of net sales in the current year and a less favorable product mix
Operating income was 42 5 million or 8 1 of net sales compared to 64 8 million or 10 8 of net sales The decline in operating margin was primarily driven by 7 6 million of impairment charges the unfavorable sales leverage impact of lower volume and a less favorable product mix partially offset by favorable material costs lower short term incentive costs lower bad debt expense lower quality related expense and lower restructuring costs Adjusted operating income was 54 1 million or 10 3 of net sales compared to 70 8 million or 11 8 of net sales
Net sales were 419 9 million compared to 378 4 million The increase in net sales was primarily due to increased volume a more favorable mix of projects and the net favorable impact of cumulative catch up adjustments for changes in profitability estimates of long term contracts partially offset by the impact of one less week of net sales in the current year
Operating income was 30 0 million or 7 2 of net sales compared to 11 8 million or 3 1 of net sales The improvement in operating margin was primarily driven by a more favorable mix of projects the favorable impact of cumulative catch up adjustments on our longer term contract estimates of 10 5 million and lower restructuring charges partially offset by higher short term incentive compensation expense and higher lease costs
Net sales were 322 2 million compared to 378 4 million The decrease in net sales was primarily driven by lower volume due to lower end market demand and the impact of one less week of net sales in the current year partially offset by improved pricing
Operating income decreased to 59 3 million or 18 4 of net sales compared to 68 0 million or 18 0 of net sales The improvement in operating margin was primarily driven by improved pricing improved productivity and lower quality related costs partially offset by the unfavorable sales leverage impact of lower volume
Net sales were 122 1 million compared to 99 2 million The increase in net sales was primarily driven by 32 0 million of inorganic sales from UW Solutions partially offset by lower volume in the retail channel and the impact of one less week of net sales in the current year
Operating income was 19 6 million or 16 1 of net sales compared to 24 2 million or 24 4 of net sales The decline in operating margin was primarily driven by 4 5 million in acquisition related costs and the sales leverage impact of lower organic volume
Corporate and Other expense was 33 3 million compared to 35 1 million The decrease was primarily due to lower insurance related costs lower incentive compensation expense and lower restructuring costs partially offset by 9 4 million of expense related to an arbitration award and 5 8 million in acquisition related costs
Backlog is an operating measure used by management to assess future potential sales revenue Backlog is defined as the dollar amount of signed contracts or firm orders generally as a result of a competitive bidding process which is expected to be recognized as revenue Backlog is not a term defined under U S GAAP and is not a measure of contract profitability Backlog should not be used as the sole indicator of future revenue because we have a substantial number of projects with short lead times that book and bill within the same reporting period that are not included in backlog
Adjusted operating income adjusted operating margin adjusted net earnings adjusted diluted earnings per share adjusted diluted EPS adjusted earnings before interest taxes depreciation and amortization adjusted EBITDA adjusted EBITDA margin and adjusted return on invested capital ROIC are supplemental non GAAP financial measures provided by the Company to assess performance on a more comparable basis from period to period by excluding amounts that management does not consider part of core operating results Management uses these non GAAP measures as noted below
We use adjusted operating income adjusted operating margin adjusted net earnings and adjusted diluted EPS to provide meaningful supplemental information about our operating performance by excluding amounts that are not considered part of core operating results to enhance comparability of results from period to period
Adjusted return on invested capital ROIC is defined as adjusted operating income net of tax divided by average invested capital We believe this measure is useful in understanding operational performance and capital allocation over time and it is used as a factor in determining executive compensation
These non GAAP measures 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 these measures differently thereby limiting the usefulness of the measures for comparison with other companies
Backlog amortization is related the value attributed to contracting the backlog purchased in the UW Solutions acquisition These costs were amortized in SG A over the period that the contracted backlog was shipped
Inventory step up is related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value These costs were expensed to cost of goods sold over the period the inventory was sold
Restructuring charges related to Project Fortify including 1 1 million of employee termination costs and 3 2 million of other costs incurred in fiscal 2025 Restructuring charges related to Project Fortify including 6 2 million of asset impairment charges 5 9 million of employee termination costs and 0 3 million of other costs incurred in fiscal 2024
Backlog amortization is related the value attributed to contracting the backlog purchased in the UW Solutions acquisition These costs were amortized in SG A over the period that the contracted backlog was shipped
Inventory step up is related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value These costs were expensed to cost of goods sold over the period the inventory was sold
Restructuring charges related to Project Fortify including 1 1 million of employee termination costs and 3 2 million of other costs incurred in fiscal 2025 Restructuring charges related to Project Fortify including 6 2 million of asset impairment charges 5 9 million of employee termination costs and 0 3 million of other costs incurred in fiscal 2024
Inventory step up is related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value These costs were expensed to cost of goods sold over the period the inventory was sold
Restructuring charges related to Project Fortify including 1 1 million of employee termination costs and 3 2 million of other costs incurred in fiscal 2025 Restructuring charges related to Project Fortify including 6 2 million of asset impairment charges 5 9 million of employee termination costs and 0 3 million of other costs incurred in fiscal 2024
Backlog amortization is related the value attributed to contracting the backlog purchased in the UW Solutions acquisition These costs were amortized in SG A over the period that the contracted backlog was shipped
Inventory step up is related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value These costs were expensed to cost of goods sold over the period the inventory was sold
Restructuring charges related to Project Fortify including 1 1 million of employee termination costs and 3 2 million of other costs incurred in fiscal 2025 Restructuring charges related to Project Fortify including 6 2 million of asset impairment charges 5 9 million of employee termination costs and 0 3 million of other costs incurred in fiscal 2024
We rely on cash provided by operations for our material cash requirements including working capital needs capital expenditures satisfaction of contractual commitments including principal and interest payments on our outstanding indebtedness and shareholder return through dividend payments and share repurchases
Net cash used by investing activities was 265 9 million compared to 43 7 million The increase in net cash used by investing activities was primarily related to 232 2 million of cash used for the acquisition of UW Solutions
Net cash provided by financing activities was 146 0 million compared to 144 6 million of net cash used by financing activities The increase in net cash provided by financing activities was primarily driven by the proceeds of
250 0 million from the delayed draw term loan utilized to finance the UW Solutions acquisition We returned 67 1 million of cash to shareholders through share repurchases and dividends compared to 33 0 million in the prior year
On July 19 2024 we entered into a Credit Agreement the Credit Agreement with Bank of America N A as administrative agent and other lenders The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to 700 0 million in which commitments were made through a 450 0 million five year revolving credit facility and a committed 250 0 million delayed draw term loan facility Borrowings under the revolving credit facility can be in Canadian dollars CAD limited to 25 0 million USD The term loan facility may be utilized in up to two draw downs which are available to be made within one year after the closing date The senior credit facility has a term of five years with a maturity date of July 19 2029
The Credit Agreement replaces the previous revolving credit facility with Wells Fargo Bank N A as administrative agent and other lenders with maximum borrowings up to 385 0 million and the two Canadian credit facilities with Bank of Montreal totaling 25 0 million USD
As a result of the execution of the Credit Agreement in fiscal 2025 we recognized a loss within interest expense of 0 5 million for the write off of unamortized financing fees related to the previous revolving credit facility Additionally we capitalized 3 0 million of lender fees and 0 8 million of third party fees incurred in connection with the Credit Agreement which were recorded as other non current assets and will be amortized over the term of the Credit Agreement as interest expense
The Credit Agreement contains two maintenance financial covenants that require our Consolidated Leverage Ratio as defined in the Credit Agreement to be less than 3 50 and our Consolidated Interest Coverage Ratio as defined in the Credit Agreement to exceed 3 00 At March 1 2025 we were in compliance with all covenants as defined under the terms of the Credit Agreement
The Credit Agreement also contains an acquisition holiday In the event we make an acquisition for which the purchase price is greater than 75 million we can elect to increase the maximum Consolidated Leverage Ratio as defined in the Credit Agreement to 4 00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which a qualifying acquisition occurs No more than two acquisition holidays can occur during the term of the Credit Agreement and at least two fiscal quarters must separate qualifying acquisitions
Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate SOFR or for CAD borrowings Canadian Overnight Repo Rate Average CORRA plus a margin based on the Consolidated Leverage Ratio as defined in the Credit Agreement For Base Rate borrowings the margin ranges from 0 25 to 0 75 For Term SOFR and CORRA borrowings the margin ranges from 1 25 to 1 75 with an incremental Term SOFR and CORRA adjustment of 0 10 and 0 29547
The Credit Agreement also contains an accordion provision Under this provision we can request that the senior credit facility be increased unlimited additional amounts Any lender may elect or decline to participate in the requested increase at their sole discretion
On November 4 2024 as part of the acquisition of UW Solutions and for working capital and general corporate purposes we executed a drawdown against the delayed draw term loan facility for 250 0 million
Outstanding borrowings under the term loan facility were 215 0 million as of March 1 2025 Outstanding borrowings under the revolving credit facility were 70 0 million as of March 1 2025 Outstanding borrowings under the previous revolving credit facility were 50 0 million as of March 2 2024 We had no outstanding borrowings under the Canadian facilities as of March 2 2024
At March 2 2024 debt included 12 0 million of industrial revenue bonds We had no outstanding industrial revenue bonds as of March 1 2025 as in the fourth quarter of fiscal 2025 we paid the remaining balance of these bonds including principal and interest outstanding without penalty
At March 1 2025 we had a total of 15 0 million of ongoing letters of credit that expire in fiscal year 2026 and reduce borrowing capacity under the revolving credit facility As of March 1 2025 the amount available for revolving borrowings was 365 0 million
We acquire the use of certain assets through operating leases such as property manufacturing equipment vehicles and other equipment Future payments for such leases excluding leases with initial terms of one year or less were 76 9 million at March 1 2025 with 17 7 million payable within the next 12 months See Note 8 for further detail surrounding our lease obligations and the timing of expected future payments
As of March 1 2025 we had 10 2 million of open purchase obligations of which payments totaling 7 3 million are expected to become due within the next 12 months These purchase obligations primarily relate to raw material commitments
As of March 1 2025 we had reserves of 6 0 million and 0 1 million for long term unrecognized tax benefits and environmental liabilities respectively We are unable to reasonably estimate in which future periods the remaining unrecognized tax benefits will ultimately be settled
We are required in the ordinary course of business to provide surety or performance bonds that commit payments to our customers for any non performance At March 1 2025 394 1 million of our backlog was bonded by performance bonds with a face value of 1 2 billion These bonds have expiration dates that align with completion of the purchase order or contract We have never been required to make payments under surety or performance bonds with respect to our existing businesses
Due to our ability to generate strong cash from operations and our borrowing capability under our committed revolving credit facilities we believe that our sources of liquidity will be adequate to meet our short term and long term liquidity and capital expenditure needs In addition we believe we have the ability to obtain both short term and long term debt to meet our financing needs including additional sources of debt to finance potential material acquisitions for the foreseeable future We also believe we will be able to operate our business so as to continue to be in compliance with our existing debt covenants over the next fiscal year
We continually review our portfolio of businesses and their assets and how they support our business strategy and performance objectives As part of this review we may acquire other businesses pursue geographic expansion take actions to manage capacity and further invest in divest and or sell parts of our current businesses
Our analysis of operations and financial condition is based on our consolidated financial statements prepared in accordance with U S GAAP Preparation of these consolidated financial statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the consolidated financial statements reported amounts of revenues and expenses during the reporting period and related disclosures of contingent assets and liabilities Our estimates are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances Actual results could differ under other assumptions or circumstances
We generate revenue from the design engineering and fabrication of architectural glass curtainwall window storefront and entrance systems and from installing those products on non residential buildings We also manufacture value added glass acrylic and industrial flooring products Due to the diverse nature of our operations and various types of contracts with customers we have businesses that recognize revenue over time and businesses that recognize revenue at a point in time We believe the most significant areas of estimation and judgment are related to our businesses that recognize revenue using the over time input method
Approximately 36 of our total revenue in fiscal 2025 was from longer term fixed price contracts of which the longer term and most significant contracts are in our Architectural Services Segment The contracts for this business have a single bundled performance obligation as this business generally provides interrelated products and services and integrate these products and services into a combined output specified by the customer The customer obtains control of this combined output generally integrated window systems or installed window and curtainwall systems over time We measure progress on these contracts following an input method by comparing total costs incurred to date to the total estimated costs for the contract and record that proportion of the total contract price as revenue in the period Contract costs include materials labor and other direct costs related to contract performance We believe this method of recognizing revenue is consistent with our progress in satisfying our contract obligations
Due to the nature of the work required under these long term contracts the estimation of total revenue and costs incurred and remaining to complete on a project is subject to many variables and requires significant judgment It is common for these contracts to contain potential bonuses or penalties which are generally awarded or charged upon certain project milestones or cost or timing targets and can be based on customer discretion We estimate variable consideration at the most likely amount to which we expect to be entitled We include estimated amounts in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on our assessments of anticipated performance and all information historical current and forecasted that is reasonably available to us
Long term contracts are often modified to account for changes in contract specifications and requirements of work to be performed We consider contract modifications to exist when the modification generally through a change order either creates new or changes existing enforceable rights and obligations and we evaluate these types of modifications to determine whether they may be considered distinct performance obligations In many cases these contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract Therefore these modifications are generally accounted for as part of the existing contract The effect of a contract modification on the transaction price and our measure of progress is recognized as an adjustment to revenue generally on a cumulative catch up basis
Due to the significant judgments utilized in our revenue recognition on long term contracts if subsequent actual results and or updated assumptions estimates or projections were to change from those utilized at March 1 2025 our results of operations in the future could be materially impacted
We evaluate goodwill for impairment annually on the first day in our fiscal fourth quarter or more frequently if events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable Evaluating goodwill for impairment involves the determination of the fair value of each reporting unit in which goodwill is recorded using a qualitative or quantitative analysis A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and is reviewed by segment management on a regular basis The reporting units for our fiscal
2025 annual impairment test align with our Architectural Metals Architectural Services and Architectural Glass reporting segments The Performance Surfaces reporting segment consists of the Tru Vue and UW Solutions reporting units
For our fiscal 2025 annual impairment test we elected to bypass the qualitative assessment process and proceed directly to comparing the fair value of each of our reporting units to carrying value including goodwill If fair value exceeds the carrying value goodwill impairment is not indicated If the carrying amount of a reporting unit is higher than its estimated fair value the excess is recognized as an impairment expense
We estimate the fair value of a reporting unit using both the income approach and the market approach The income approach uses a discounted cash flow methodology that involves significant judgment and projections of future performance Assumptions about future revenues and future operating expenses capital expenditures and changes in working capital are based on the annual operating plan and other business plans for each reporting unit These plans take into consideration numerous factors including historical experience current and future operational plans anticipated future economic conditions and growth expectations for the industries and end markets in which we participate These projections are discounted using a weighted average cost of capital which considers the risk inherent in our projections of future cash flows We determine the weighted average cost of capital for this analysis by weighting the required returns on interest bearing debt and common equity capital in proportion to their estimated percentages in an expected capital structure using published data where possible We used discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and in the internally developed forecasts The market approach uses a multiple of earnings and revenue based on publicly traded companies
Based on these analyses estimated fair value exceeded carrying value at all of our reporting units The discounted cash flow projections used in these analyses are dependent upon achieving forecasted levels of revenue and profitability If revenue or profitability were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner impairment could be indicated at our reporting units and we could incur non cash impairment expense that would negatively impact our net earnings For example keeping all other assumptions constant a 100 basis point increase in the weighted average cost of capital would cause the estimated fair values of our reporting units to decrease in the range of 13 million to 60 million In addition keeping all other assumptions constant a 100 basis point reduction in the long term growth rate would cause the estimated fair values of our reporting units to decrease in the range of 14 million to 31 million Given the amounts by which the fair value exceeds the carrying value for each of our reporting units the decreases in estimated fair values described above would not have significantly impacted the results of our impairment tests
We have intangible assets for certain acquired trade names and trademarks which we have determined to have indefinite useful lives We evaluate the reasonableness of the useful lives and test indefinite lived intangible assets for impairment annually at the same measurement date as goodwill the first day of our fiscal fourth quarter or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired
For our fiscal 2025 annual impairment test we bypassed a qualitative assessment and performed a quantitative impairment test to compare the fair value of each indefinite lived intangible asset with its carrying value If the carrying value of an indefinite lived intangible asset exceeds its fair value an impairment expense is recognized in an amount equal to that excess If an impairment expense is recognized the adjusted carrying amount becomes the asset s new accounting basis
Fair value is measured using the relief from royalty method This method assumes the trade name or trademark has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from the asset This method requires estimation of future revenue from the related asset the appropriate royalty rate and the weighted average cost of capital The assessment of fair value involves significant judgment and projections about future performance In the fair value analysis we assumed a discount rate of 12 5 a royalty rate of 1 5 and long term growth rates ranging from 0 0 to 1 5 Based on our annual analysis the carrying amount for certain of our trade names exceeded the fair value indicating impairment of 7 6 million
We continue to conclude that the useful lives of our remaining indefinite lived intangible assets are appropriate If future revenue were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner impairment could be indicated on these indefinite lived intangible assets
We are subject to claims associated with our products and services principally as a result of disputes with our customers involving the performance or aesthetics of our products some of which may be covered under our warranty policies We have in the past and are currently subject to product liability and warranty claims including certain legal claims related to a commercial sealant product formerly incorporated into our products We also are subject to project management and installation related contingencies as a result of our fixed price material supply and installation service contracts primarily in our Architectural Services Segment and certain of our Architectural Metals businesses The time period from when a claim is asserted to when it is resolved either by negotiation settlement or litigation can be several years While we maintain various types of product liability insurance the insurance policies include significant self retention of risk in the form of policy deductibles In addition certain claims could be determined to be uninsured We also actively manage the risk of these exposures through contract negotiations and proactive project management
We reserve estimated exposures on known claims as well as on a portion of anticipated claims for product warranty and rework costs based on similar historical product liability claims as a ratio of sales We also reserve for estimated exposures on other claims as they are known and reasonably estimable
We are required to make judgments regarding the potential tax effects of various financial transactions and ongoing operations to estimate our obligation to taxing authorities These tax obligations include income real estate franchise and sales use taxes Judgments related to income taxes require the recognition in our financial statements that a tax position is more likely than not to be sustained on audit
Judgment and estimation is required in developing the provision for income taxes and the reporting of tax related assets and liabilities and if necessary any valuation allowances The interpretation of tax laws can involve uncertainty since tax authorities may interpret such laws differently Actual income tax could vary from estimated amounts and may result in favorable or unfavorable impacts to net income cash flows and tax related assets and liabilities In addition the effective tax rate may be affected by other changes including the allocation of property payroll and revenues between states
We assess the deferred tax assets for recoverability taking into consideration historical and anticipated earnings levels the reversal of other existing temporary differences available net operating losses and tax carryforwards and available tax planning strategies that could be implemented to realize the deferred tax assets Based on this assessment management must evaluate the need for and amount of a valuation allowance against the deferred tax assets As facts and circumstances change adjustment to the valuation allowance may be required
A rise in interest rates could negatively affect the fair value of our fixed income investments while serving to provide greater long term return potential on these investments To manage our direct risk from changes in market interest rates we actively monitor the interest sensitive components of our balance sheet primarily available for sale securities fixed income securities and debt obligations and maintain a diversified portfolio in order to minimize the impact of changes in interest rates on net earnings and cash flow We do not hold any financial instruments for trading purposes We also hedge a portion of the floating interest rate on our long term line of credit through two floating to fixed interest rate swaps
The primary measure of interest rate risk is the simulation of net income under different interest rate environments If interest rates were to increase or decrease over the next 12 months by 200 basis points net earnings would be impacted by approximately 0 6 million Our debt exceeded investments at March 1 2025 so as interest rates increase net earnings decrease as interest rates decrease net earnings increase
In addition to the market risk related to interest rate changes on our financial instruments the non residential construction markets in which our businesses operate are highly affected by changes in interest rates Increases in interest rates could adversely impact activity in the non residential construction industry and our operating results
We have operations in Canada Brazil Belgium and Australia which primarily transact business in local currencies We manage these operating activities locally Revenues costs assets and liabilities of these operations are generally denominated in local currencies thereby mitigating some of the risk associated with changes in foreign exchange rates However our consolidated financial results are reported in U S dollars Thus changes in exchange rates between the Canadian dollar Brazilian Real Euro and Australian dollar versus the U S dollar will impact our reported financial results From time to time we enter into forward purchase foreign currency contracts generally with an original maturity date of less than one year to hedge foreign currency risk see Note 4 Sales from our domestic operations are generally denominated in U S dollars
We are subject to market risk exposure related to volatility in the prices of aluminum and lumber among other raw materials and supplies used in our end products A significant amount of our cost of sales relates to materials costs The commodities markets which include the aluminum industry are highly cyclical in nature As a result commodity costs can be volatile Commodity costs are influenced by numerous factors beyond our control including general economic conditions the availability of raw materials competition labor costs freight and transportation costs production costs tariffs import duties and other trade restrictions
We principally manage our exposures to the market fluctuations in the aluminum industry through forward purchase agreements Although we have the ability to purchase aluminum from a number of suppliers a production cutback by one or more of our current suppliers could create challenges in meeting delivery schedules to our customers The prices we offer to our customers are also impacted by changes in commodity costs We manage the alignment of the cost of our raw materials and the prices offered to customers and attempt to pass changes to raw material costs through to our customers To improve our management of commodity costs we attempt to maintain inventory levels not in excess of our production requirements
We cannot accurately calculate the pre tax impact a one percent change in the commodity costs of aluminum and or lumber would have on our fiscal 2025 operating results as the change in commodity costs would both impact the cost to purchase materials and the selling prices we offer our customers The impact to our operating results would significantly depend on the competitive environment and the costs of other alternative products which could impact our ability to pass commodities costs to our customers
Management of Apogee Enterprises Inc and its subsidiaries the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a 15 f of the Securities Exchange Act of 1934 The Company s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles The Company s internal control over financial reporting includes those policies and procedures that 1 pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the Company s assets that could have a material effect on the financial statements
Because of inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
The Company s management assessed the effectiveness of the Company s internal control over financial reporting as of March 1 2025 using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission COSO in
On November 4 2024 we completed our acquisition of UW Solutions In accordance with Securities Exchange Commission guidance permitting a company to exclude an acquired business from management s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed we have excluded UW Solutions from our assessment of the effectiveness of internal control over financial reporting as of March 1 2025 The assets and net sales revenue of UW Solutions that were excluded from our assessment constituted approximately 21 5 and 2 4 respectively of the related consolidated financial statement amounts as of and for the year ended March 1 2025 The scope of management s assessment of the effectiveness of the design and operation of our disclosure controls and procedures as March 1 2025 includes all of our consolidated operations except for those disclosure controls and procedures of UW Solutions See Note 17 for additional information regarding the UW Solutions acquisition Based on our assessment the Company s management believes that as of March 1 2025 the Company s internal control over financial reporting was effective based on those criteria
Following this report are reports from the Company s independent registered public accounting firm Deloitte Touche LLP on the Company s consolidated financial statements and on the effectiveness of the Company s internal control over financial reporting as of March 1 2025
We have audited the accompanying consolidated balance sheets of Apogee Enterprises Inc and subsidiaries the Company as of March 1 2025 and March 2 2024 and the related consolidated results of operations statements of comprehensive earnings cash flows and shareholders equity for each of the three years in the period ended March 1 2025 and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company as of March 1 2025 and March 2 2024 and the results of its operations and its cash flows for each of the three years in the period ended March 1 2025 in conformity with accounting principles generally accepted in the United States of America
We have also audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the Company s internal control over financial reporting as of March 1 2025 based on criteria established in
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 24 2025 expressed an unqualified opinion on the Company s internal control over financial reporting
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audits We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinion
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that 1 relates to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgments The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not by communicating the critical audit matter below providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates
The Architectural Services Segment which provides building glass and curtainwall installation services and operates under long term fixed price contracts accounted for approximately 419 9 million or 31 percent of total net sales for the year ended March 1 2025 The contracts for this business typically have a single bundled performance obligation as the business generally provides interrelated products and services and integrates these products and services into a combined output specified by the customer The customer obtains control of this combined output generally integrated window systems or installed window and curtainwall systems over time The Company measures progress on these contracts following an input method by comparing total costs incurred to date to the total estimated costs for the contract and recording that proportion of the total contract price as revenue
Given the judgments necessary to estimate total costs and profit for the contract performance obligations used to recognize revenue for long term fixed price contracts in the Architectural Services Segment auditing such estimates required extensive audit effort due to the complexity of long term contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures
Our audit procedures related to management s estimates of total costs and profit for the contract performance obligations used to recognize revenue for certain long term contracts in the Architectural Services Segment included but were not limited to the following
We developed an expectation of the amount of total long term contract revenue based on prior year margins applied to cost of sales in the current year and compared our expectation to the amount of long term contract revenue ultimately recorded by management
Evaluated whether the long term contracts were properly included in management s calculation of long term contract revenue based on the terms and conditions of each contract including whether continuous transfer of control to the customer occurred as progress was made toward fulfillment of the performance obligations
Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the long term contracts and any modifications that were agreed upon with the customers
Evaluating management s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company s project managers and engineers and comparing the estimates to management s work plans engineering specifications and supplier contracts
issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO In our opinion the Company maintained in all material respects effective internal control over financial reporting as of March 1 2025 based on criteria established in
We have also audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the consolidated financial statements as of and for the year ended March 1 2025 of the Company and our report dated April 24 2025 expressed an unqualified opinion on those financial statements
As described in Management s Annual Report on Internal Control over Financial Reporting management excluded from its assessment the internal control over financial reporting at UW Solutions which was acquired on November 4 2024 and whose financial statements constitute approximately 21 5 and 2 4 of assets and net sales revenue respectively of the consolidated financial statement amounts as of and for the year ended March 1 2025 Accordingly our audit did not include the internal control over financial reporting at UW Solutions
The Company s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Annual Report on Internal Control over Financial Reporting Our responsibility is to express an opinion on the Company s internal control over financial reporting based on our audit We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects Our audit included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances We believe that our audit provides a reasonable basis for our opinion
A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company s internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company s assets that could have a material effect on the financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
The consolidated financial statements include the balances of Apogee Enterprises Inc and its subsidiaries Apogee we us our or the Company after elimination of intercompany balances and transactions We consolidate variable interest entities related to our New Markets Tax Credit transactions as it has been determined that the Company is the primary beneficiary of those entities operations refer to Note 10 for more information
The preparation of the consolidated financial statements in conformity with U S generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes Actual results could differ significantly from those estimates
To the extent the amortized cost basis of the available for sale securities exceeds the fair value we assess the debt securities for credit loss When assessing the risk of credit loss we consider factors such as the severity and the reason of the decline in value including any changes to the rating of the security by a rating agency or other adverse conditions specifically related to the security and management s intended holding period and time horizon for selling During fiscal 2025 2024 and 2023 the Company did not recognize any credit losses related to its available for sale securities Further as of March 1 2025 and March 2 2024 the Company did not record an allowance for credit losses related to its available for sale securities Marketable securities are included in other current and non current assets on the consolidated balance sheets and gross realized gains and losses are included in other income expense net in our consolidated results of operations
Property plant and equipment PP E is recorded at cost Significant improvements and renewals that extend the useful life of the asset are capitalized Repairs and maintenance items are generally charged to expense when incurred When an asset is retired or otherwise disposed of the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in selling general and administrative expenses Long lived assets to be held and used such as PP E are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable
Depreciation is computed on a straight line basis based on estimated useful lives of 10 to 45 years for buildings and improvements 3 to 15 years for machinery and equipment and 3 to 10 years for computer and office equipment and furniture
Long lived assets or asset groups including definite lived intangible assets subject to amortization and property and equipment are reviewed for impairment whenever events or changes in circumstances such as asset utilization physical change legal factors or other matters indicate that the carrying value of those assets may not be recoverable When this review indicates the carrying value of an asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group an asset impairment expense is recognized in earnings in the period such a determination is made The amount of the impairment expense recorded is the amount by which the carrying value of the impaired asset or asset group exceeds its fair value based on discounted cash flows
As a result of restructuring plans announced during the fourth quarter of fiscal 2024 asset impairments on property plant and equipment and leases in the amount of 6 2 million were recorded for the year ended March 2 2024
Goodwill represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses We evaluate goodwill for impairment annually on the first day in our fiscal fourth quarter or more frequently if events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable
Evaluating goodwill for impairment involves the determination of the fair value of each reporting unit in which goodwill is recorded using a qualitative or quantitative analysis A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by segment management on a regular basis
During the third quarter of fiscal 2025 we acquired UW Interco LLC UW Solutions As a result we reassessed our reporting units The reporting units for our fiscal 2025 annual impairment test align with our reporting segments for Architectural Metals Architectural Services and Architectural Glass The Performance Surfaces reporting segment consists of the Tru Vue and UW Solutions reporting units No qualitative indicators of impairment were identified during the fourth quarter of fiscal 2025
We estimate the fair value of a reporting unit using both the income approach and the market approach The income approach uses a discounted cash flow methodology that involves significant judgment and projections of future performance Assumptions about future revenues and future operating expenses capital expenditures and changes in working capital are based on the annual operating plan and other business plans for each reporting unit These plans take into consideration numerous factors including historical experience current and future operational plans anticipated future economic conditions and growth expectations for the industries and end markets in which we participate These projections are discounted using a weighted average cost of capital which considers the risk inherent in our projections of future cash flows We determine the weighted average cost of capital for this analysis by weighting the required returns on interest bearing debt and common equity capital in proportion to their estimated percentages in an expected capital structure using published data where possible We used discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and in the internally developed forecasts The market approach uses a multiple of earnings and revenue based on guidelines for publicly traded companies
We have intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives We test indefinite lived intangible assets for impairment annually at the same measurement date as goodwill the first day of our fiscal fourth quarter or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired If the carrying amount of an indefinite lived intangible asset exceeds its fair value an impairment expense is recognized in an amount equal to that excess If an impairment expense is recognized the adjusted carrying amount becomes the asset s new accounting basis
Fair value of indefinite lived intangible assets is measured using the relief from royalty method This method assumes the trade name or trademark has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from the asset This method requires estimation of future revenue from the related asset the appropriate royalty rate and the weighted average cost of capital The assessment of fair value involves significant judgment and projections about future performance Based on our annual impairment analysis and changes to our branding strategies in the fourth quarter of fiscal 2025 the carrying amount for certain of our trade names exceeded the fair value As a result we recorded a non cash impairment charge of 7 6 million in the fourth quarter of fiscal 2025
Definite lived intangible assets are amortized based on estimated useful lives ranging from 18 months to 30 years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable We use undiscounted cash flows to determine whether impairment exists and measure any impairment loss using discounted cash flows to determine the fair value of long lived assets
We have commercially negotiated leases where we recognize a right of use asset and lease liability on our consolidated balance sheet at lease commencement for leases with terms greater than twelve months The initial lease liability is recognized at the present value of remaining lease payments over the lease term Leases with an initial term of twelve months or less are not recorded on our consolidated balance sheet We recognize lease expense for operating leases on a straight line basis over the lease term We combine lease and non lease components such as common area maintenance costs in calculating the related asset and lease liabilities for all underlying asset groups Refer to Note 8 for additional information
We obtain commercial insurance to provide coverage for potential losses in areas such as employment practices workers compensation directors and officers automobile architect s and engineer s errors and omissions product rework and general liability A substantial portion of this risk is retained on a self insured basis through our wholly owned insurance subsidiary We establish a reserve for estimated ultimate losses on reported claims and those incurred but not yet reported utilizing actuarial projections Reserves are classified within other current liabilities or non current self insurance reserves based on expectations of when the estimated loss will be paid
Additionally we maintain a self insurance reserve for health insurance programs offered to eligible employees included within other current liabilities on the consolidated balance sheets The reserve includes an estimate for losses on reported claims as well as for amounts incurred but not yet reported based on historical trends
We are subject to claims associated with our products and services principally as a result of disputes with our customers involving the performance or aesthetics of our architectural products and services We reserve estimated exposures on known claims as well as on a portion of anticipated claims for product warranty and rework costs based on historical product liability claims as a ratio of sales We also reserve for estimated backcharge exposures or other claims as they are known and reasonably estimable Reserves are included in other current and non current liabilities based on the estimated timing of dispute resolution
Local currencies are considered the functional currencies for our subsidiaries outside of the United States Assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date Income and expense items are translated using average monthly exchange rates Translation adjustments are included in accumulated other comprehensive loss in the consolidated balance sheets
We are exposed to among other risks the impact of changes in aluminum prices foreign currency exchange rates and interest rates in the normal course of business In order to manage the exposure and volatility arising from these risks we may utilize derivative financial instruments to offset a portion of these risks We use derivative financial instruments to hedge identified business risks and do not hold or issue derivative financial instruments for trading purposes and are not a party to leveraged derivatives
are recorded as either assets or liabilities at fair value on the consolidated balance sheets All hedging instruments that qualify for hedge accounting are designated and effective as hedges with changes recognized in other comprehensive earnings loss Instruments that do not qualify for hedge accounting are marked to market with changes recognized directly in net earnings Cash flows from derivative instruments are classified in the statements of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated economic hedge relationships Refer to Note 4 for additional information
We generate revenue from the design engineering and fabrication of architectural glass curtainwall window storefront and entrance systems and from installing those products on non residential buildings We also coat and fabricate value added glass aluminum acrylic and medium density fiberboard products Due to the diverse nature of our operations and various types of arrangements with customers we have businesses that recognize revenue at shipment businesses that recognize revenue following an over time input method and businesses that recognize revenue following an over time output method
42 of our fiscal 2025 revenue was recognized at the time products were shipped from our manufacturing facilities which is when control is transferred to our customer These businesses do not generate contract related assets or liabilities Variable consideration associated with these contracts and orders generally related to early pay discounts or volume rebates is not considered significant
for these businesses have a single bundled performance obligation as these businesses generally provide interrelated products and services and integrate these products and services into a combined output specified by the customer The customer obtains control of this combined output generally integrated window systems or installed window and curtainwall systems over time We measure progress on these contracts following an input method by comparing total costs incurred to date to the total estimated costs for the contract and record that proport
ion of the total contract price as revenue in the period Contract costs include materials labor and other direct costs related to contract performance We believe this method of recognizing revenue is consistent with our progress in satisfying our contract obligations
Due to the nature of the work required under these long term contracts the estimation of total revenue and costs incurred throughout a project is subject to many variables and requires significant judgment It is common for these contracts to contain potential bonuses or penalties which are generally awarded or charged upon certain project milestones or cost or timing targets and these can be based on customer discretion We estimate variable consideration at the most likely amount to which we expect to be entitled We include estimated amounts in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on our assessments of anticipated performance and all information historical current and forecasted that is reasonably available to us
Long term contracts are often modified to account for changes in contract specifications and requirements of work to be performed We consider contract modifications to exist when the modification generally through a change order either creates new or changes existing enforceable rights and obligations and we evaluate these types of modifications to determine whether they may be considered distinct performance obligations In most cases these contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract Therefore these modifications are accounted for as part of the existing contract The effect of a contract modification on the transaction price and our measure of progress is recognized as an adjustment to revenue generally on a cumulative catch up basis
Typically under these fixed price contracts we bill our customers following an agreed upon schedule based on work performed Because the progress billings do not generally correspond to our measurement of revenue on a contract we generate contract assets when we have recognized revenue in excess of the amount billed to the customer We generate contract liabilities when we have billed the customer in excess of revenue recognized on a contract
revenue was recognized following an over time output method based upon units produced The customer is considered to have control over the products at the time of production as the products are highly customized with no alternative use and we have an enforceable right to payment for performance completed over the production p
Billings still occur upon shipment Therefore contract assets are generated for the unbilled amounts on contracts when production is complete Variable consideration associated with these orders generally related to early pay discounts is not considered significant
We 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 exclude from the transaction price all sales taxes related to revenue producing transactions that are collected from the customer for a government authority We are considered a pass through conduit for collecting and remitting sales taxes
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 do not adjust 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
Restructuring charges are recorded as a result of fundamental changes in the manner in which certain business functions are conducted including initiatives to drive earnings and cash flow growth and to realign and simplify our business structure These charges primarily consist of employee severance benefits asset impairments on property plant and equipment and operating lease assets and termination penalties for facility closures and consolidations We record restructuring accruals when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable To the extent our assumptions and estimates differ from our actual costs subsequent adjustments to restructuring accruals have been and will be required Restructuring accruals for severance related costs are included in accrued compensation and related benefits and accruals for remaining obligations and termination penalties are included in other current liabilities in our consolidated balance sheets Refer to Note 18 for additional information
Research and development activities include the development of new products the modification of existing product designs and research related to process improvements Our research and development expenses were 29 0 million 30 3 million and 25 5 million for fiscal 2025 2024 and 2023 respectively These costs are expensed as incurred
The Company recognizes deferred tax assets and liabilities based upon the future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases Refer to Note 14 for additional information
refer to Note 10 is a subsequent event that required recognition and disclosure in our fiscal 2025 consolidated financial statements and that the announcement of the extension of our restructuring program Project Fortify Phase 2 refer to Note 18 required disclosure in the consolidated financial statements There were no other events that required recognition or disclosure
which expands the required disclosure for reportable segments This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision maker
information about the nature and potential magnitude of the programs activity during the period and changes from period to period The adoption of this ASU did not have a significant impact on the consolidated financial statements
intended to enhance the transparency and decision usefulness of income tax disclosures Such guidance requires entities to provide additional information within their income tax rate reconciliation including further disclosure of federal state and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met This guidance additionally requires expanded disclosure of income taxes paid including amounts paid for federal state and foreign taxes This ASU which is required to be applied prospectively is effective for fiscal years beginning after December 15 2024 although early adoption and retrospective application is permitted While the adoption of this ASU will not have an impact on our financial position and or results of operations we are currently evaluating the impact on our income tax disclosures including the processes and controls around the collection of this information
This guidance requires entities to disclose more detailed information about the types of expenses including purchases of inventory employee compensation depreciation amortization and depletion in commonly presented expense captions such as cost of sales and selling general and administrative expenses Such guidance is effective for annual reporting periods beginning after December 15 2026 and interim reporting periods beginning after December 15 2027 although early adoption is permitted This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements While the adoption of this ASU will not have an impact on our financial position and or results of operations we are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures including the processes and controls around the collection of this information
Receivables reflected in the financial statements represent the net amount expected to be collected An allowance for credit losses is established based on expected losses Expected losses are estimated by reviewing individual accounts considering aging financial condition of the debtor recent payment history current and forecast economic conditions and other relevant factors Upon billing aging of receivables is monitored until collection An account is considered current when it is within agreed upon payment terms An account is written off when it is determined that the asset is no longer collectible
Contract assets consist of retainage costs and earnings in excess of billings and other unbilled amounts typically generated when revenue recognized exceeds the amount billed to the customer Retainage on construction contracts represents amounts withheld by our customers on long term projects until the project reaches a level of completion where amounts are released to us from the customer Contract liabilities consist of billings in excess of costs and earnings and other unearned revenue on contracts
The time period between when performance obligations are complete and when payment is due is not significant In certain of our businesses that recognize revenue over time progress billings follow an agreed upon schedule of values
Some of our contracts have an expected duration of longer than a year with performance obligations extending over that time frame Generally these contracts are found in our businesses that typically operate with long term contracts which recognize revenue over time The transaction price associated with unsatisfied performance obligations at March 1 2025 are expected to be satisfied and the corresponding revenue to be recognized over the following estimated time periods
Prism insures a portion of our general liability workers compensation and automobile liability risks using reinsurance agreements to meet statutory requirements The reinsurance carrier requires Prism to maintain fixed maturity investments for the purpose of providing collateral for Prism s obligations under the reinsurance agreements
The amortized cost and estimated fair values of our municipal and corporate bonds at March 1 2025 by contractual maturity are shown below Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalty Investments that are due within one year are included in other current assets while those due after one year are included as other non current assets Gross realized gains and losses were insignificant for all periods presented
We may use interest rate swaps currency put options forward purchase contracts or other instruments to manage risks generally associated with foreign exchange rate interest rate and commodity price fluctuations The information that follows explains the various types of derivatives and financial instruments used how such instruments are accounted for and how such instruments impact our financial position and performance
In fiscal 2020 we entered into an interest rate swap with a notional value of 30 million with an expiration date of February 5 2026 to hedge a portion of our exposure to variability in cash flows from interest payments on our floating rate revolving credit facility
In fiscal 2025 we entered into an interest rate swap with a notional value of 75 million with an expiration date of January 5 2027 to hedge a portion of our exposure to variability in cash flows from interest payments on our floating rate revolving credit facility
We periodically enter into forward purchase contracts to manage the risk associated with fluctuations in foreign currency rates primarily related to the Canadian dollar and Euro and aluminum prices generally with an original maturity date of less than one year As of March 1 2025 we held foreign exchange option contracts with U S dollar notional values of 1 5 million
The mark to market adjustments on these derivative instruments are recorded within our consolidated balance sheets within other current assets and other current liabilities Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive loss until which time the hedged transaction is settled and gains or losses are reclassified to earnings
Financial assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement Level 1 unadjusted quoted prices in active markets for identical assets or liabilities Level 2 observable market inputs other than quoted prices included in Level 1 and Level 3 unobservable inputs that cannot be corroborated by observable market data We do not have any Level 3 assets or liabilities
Fair value of money market funds was determined based on quoted prices for identical assets in active markets These assets are included within cash and cash equivalents on our consolidated balance sheets
Municipal bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our consolidated balance sheets as other current or other non current assets based on maturity date
The interest rate swaps are measured at fair value using other observable market inputs based off benchmark interest rates Forward foreign exchange and forward purchase aluminum contracts are measured at fair value using other observable market inputs such as quotations on forward foreign exchange points foreign currency exchange rates and forward purchase aluminum prices Derivative positions are primarily valued using standard calculations and models that use as their basis readily
We measure certain financial instruments at fair value on a nonrecurring basis including goodwill intangible assets property and equipment and right of use lease assets These assets were initially measured and recognized at amounts equal to the fair value determined as of the date of acquisition or purchase subject to changes in value only for foreign currency translation Periodically these assets are tested for impairment by comparing their respective carrying values to the estimated fair value of the reporting unit or asset group in which they reside In the event any of these assets were to become impaired we would recognize an impairment expense equal to the amount by which the carrying value of the reporting unit impaired asset or asset group exceeds its estimated fair value
Fair value measurements of reporting units are estimated using an income approach involving discounted cash flow models that contain certain Level 3 inputs requiring significant management judgment including projections of economic conditions customer demand and changes in competition revenue growth rates gross profit margins operating margins capital expenditures working capital requirements terminal growth rates and discount rates Fair value measurements of the reporting units associated with our goodwill balances and our indefinite lived intangible assets are estimated at least annually in the fourth quarter of each fiscal year for purposes of impairment testing if a quantitative analysis is performed Fair value measurements for long lived assets or asset groups including intangible assets subject to amortization property and equipment and right of use lease assets are valued using undiscounted cash flows to determine whether impairment exists and measure any impairment loss using discounted cash flows to determine the fair value of long lived assets
Refer to Note 1 for a description of the Accounting Policy related to Goodwill Goodwill represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses We evaluate goodwill for impairment annually as of the first day of our fiscal fourth quarter or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable as described in Note 1 Based on the impairment analysis performed in the fourth quarter estimated fair value was in excess of carrying value at all of our reporting units
We have intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives We test indefinite lived intangible assets for impairment annually at the same measurement date as goodwill the first day of our fiscal fourth quarter or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired as described in Note 1 Based on our annual analysis and changes to our strategic branding in the 4th quarter of fiscal 2025 we recorded impairment expense of 7 6 million related to trademarks within Selling general and administrative expenses SG A in the Architectural Metals Segment
Long lived assets or asset groups including intangible assets subject to amortization and property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable as described in Note 1
In fiscal 2025 79 7 million of intangible assets were acquired as part of the UW Interco LLC UW Solutions acquisition The gross carrying amount of our intangible assets and related accumulated amortization was
Amortization expense on finite lived intangible assets was 8 9 million 4 9 million and 4 2 million in fiscal 2025 2024 and 2023 respectively All amortization expense is included within selling general and administrative expenses Estimated future amortization expense for finite lived intangible assets is
On July 19 2024 we entered into a Credit Agreement the Credit Agreement with Bank of America N A as administrative agent and other lenders The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to 700 0 million in which commitments were made through a 450 0 million five year revolving credit facility and a committed 250 0 million delayed draw term loan facility Borrowings under the revolving credit facility can be in Canadian dollars CAD limited to 25 0 million USD The term loan facility may be utilized in up to two draw downs which are available to be made within one year after the closing date The senior credit facility has a term of five years with a maturity date of July 19 2029
The Credit Agreement replaces the previous revolving credit facility with Wells Fargo Bank N A as administrative agent and other lenders with maximum borrowings up to 385 0 million and the two Canadian credit facilities with Bank of Montreal totaling 25 0 million USD
As a result of the execution of the Credit Agreement in fiscal 2025 we recognized a loss within interest expense of 0 5 million for the write off of unamortized financing fees related to the previous revolving credit facility Additionally we capitalized 3 0 million of lender fees and 0 8 million of third party fees incurred in connection with the Credit Agreement which were recorded as other non current assets and will be amortized over the term of the credit facility as interest expense
The Credit Agreement contains two maintenance financial covenants that require our Consolidated Leverage Ratio as defined in the Credit Agreement to be less than 3 50 and our Consolidated Interest Coverage Ratio as defined in the Credit Agreement to exceed 3 00 At March 1 2025 we were in compliance with all covenants as defined under the terms of the Credit Agreement
The Credit Agreement also contains an acquisition holiday In the event we make an acquisition for which the purchase price is greater than 75 million we can elect to increase the maximum Consolidated Leverage Ratio as defined in the Credit Agreement to 4 00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which a qualifying acquisition occurs No more than two acquisition holidays can occur during the term of the Credit Agreement and at least two fiscal quarters must separate qualifying acquisitions
Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate SOFR or for CAD borrowings Canadian Overnight Repo Rate Average CORRA plus a margin based on the Consolidated Leverage Ratio as defined in the Credit Agreement For Base Rate borrowings the margin ranges from 0 25 to 0 75 For Term SOFR and CORRA borrowings the margin ranges from 1 25 to 1 75 with an incremental Term SOFR and CORRA adjustment of 0 10 and 0 29547
The Credit Agreement also contains an accordion provision Under this provision we can request that the senior credit facility be increased unlimited additional amounts Any lender may elect or decline to participate in the requested increase at their sole discretion
On November 4 2024 as part of the acquisition of UW Solutions and for working capital and general corporate purposes we executed a drawdown against the delayed draw term loan facility for 250 0 million
Outstanding borrowings under the term loan facility were 215 0 million as of March 1 2025 Outstanding borrowings under the current revolving credit facility were 70 0 million as of March 1 2025 Outstanding borrowings under the previous revolving credit facility were 50 0 million as of March 2 2024 We had no outstanding borrowings under the Canadian facilities as of March 2 2024
At March 2 2024 debt included 12 0 million of industrial revenue bonds We had no outstanding industrial revenue bonds as of March 1 2025 as in the fourth quarter of fiscal 2025 we paid the remaining balance of these bonds including principal and interest outstanding without penalty
At March 1 2025 we had a total of 15 0 million of ongoing letters of credit related to the senior credit facility amounts that remained on the industrial revenue bonds that were not extinguished when payment was made construction contracts and insurance collateral that expire in fiscal year 2026 and reduce borrowing capacity under the revolving credit facility As of March 1 2025 the amount available for revolving borrowings was 365 0 million
The fair value of our senior credit facility approximated carrying values at March 1 2025 and would be classified as Level 2 within the fair value hierarchy described in Note 4 due to the variable interest rates on these instruments
Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term Lease expense is recognized on a straight line basis over the lease term Our leases have remaining lease terms of one to seventeen years some of which include renewal options that can extend the lease for up to an additional ten years at our sole discretion
We have made an accounting policy election not to record leases with an original term of twelve months or less on our consolidated balance sheet such leases are expensed on a straight line basis over the lease term
In determining lease asset value we consider fixed or variable payment terms prepayments incentives and options to extend terminate or purchase Renewal termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised We use a discount rate for each lease based upon an estimated incremental borrowing rate over a similar term We have elected the practical expedient to account for lease and non lease components e g common area maintenance costs as a single lease component Our lease agreements do not contain any material residual value guarantees or material restrictive covenants
We sponsor a single 401 k retirement plan covering substantially all full time non union employees as well as union employees at two of our manufacturing facilities Under the plan employees are allowed to contribute up to 60 of eligible earnings to the plan up to statutory limits On January 1 2023 we began matching 100 of the first two percent contributed and 50 of the next four percent contributed on eligible compensation that non union employees contribute Previously we matched 100 of the first one percent contributed and 50 of the next five percent contributed on eligible compensation that non union employees contribute We contribute to the union plans based on the contractual terms In total our matching contributions were 9 1 million in fiscal 2025 9 6 million in fiscal 2024 and 8 6 million in fiscal 2023
We maintain a plan that allows participants to defer compensation The deferred compensation liability was 5 6 million and 5 9 million at March 1 2025 and March 2 2024 respectively We have investments in corporate owned life insurance policies COLI of 9 5 million and money market funds classified as cash equivalents of 0 3 million with the intention of utilizing them as long term funding sources for this plan The COLI assets are recorded at their net cash surrender values and are included in other non current assets in the consolidated balance sheets
We contribute to a number of multi employer union retirement plans which provide retirement benefits to the majority of our union represented employees none of the plans are considered significant However the risks of participating in these multi employer plans are different from single employer plans in the following aspects
Under the Pension Protection Act multiemployer pension plans are categorized into zones green yellow red and deep red Among other factors plans in the red zone are generally less than 65 funded plans in the yellow zone are between 65 and 80 funded and plans in the green zone are at least 80 funded The most recent Pension Protection Act zone status available for fiscals 2025 and 2024 relates to the plan years ending December 31 2024 and December 31 2023 respectively
Plans include contributions required by collective bargaining agreements which have expired but contain provisions automatically renewing their terms in the absence of a subsequent negotiated agreement
We sponsor the Tubelite Inc Hourly Employees Pension Plan a defined benefit pension plan that was frozen to new entrants in fiscal 2004 with no additional benefits accruing to plan participants after such time We also sponsor an unfunded Supplemental Executive Retirement Plan SERP a defined benefit pension plan that was frozen to new entrants in fiscal 2009 with no additional benefits accruing to plan participants after such time
The following tables present reconciliations of the benefit obligation and the funded status of these plans The Tubelite plan uses a measurement date as of the calendar month end closest to our fiscal year end while the SERP uses a measurement date aligned with our fiscal year end
Total net periodic pension benefit cost is expected to be approximately 0 5 million in fiscal 2026 The estimated net actuarial gain for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost for fiscal 2026 is 0 2 million net of tax expense
The discount rate reflects the current rate at which the defined benefit plans pension liabilities could be effectively settled at the end of the year based on the measurement date The discount rate was determined by matching the expected benefit payments to payments from the Principal Discount Yield Curve
The expected long term rate of return on assets is based on historical long term rates of return achieved by the plan investments the plan s investment strategy and current and projected market conditions During fiscal 2019 the assets of the Tubelite plan were moved from investment in a short term bond fund to various duration fixed income funds The investments are carried at fair value based on prices from recent trades of similar securities which would be classified as Level 2 in the valuation hierarchy We do not maintain assets intended for the future use of the SERP
In the ordinary course of business predominantly in the Architectural Services and Architectural Metals Segments we are required to provide surety or performance bonds that commit payments to our customers for any non performance At March 1 2025 1 2 billion of these types of bonds were outstanding of which 394 1 million is on our backlog These bonds have expiration dates that align with completion of the purchase order or contract We have never been required to make payments under surety or performance bonds with respect to our existing businesses
We reserve estimated exposures on known claims as well as on a portion of anticipated claims for product warranty and rework costs based on historical product liability claims as a ratio of sales Claim costs are deducted from the accrual when paid Factors that could have an impact on the warranty accrual in any given period include the following changes in manufacturing quality changes in product mix and any significant changes in sales volume
Additionally we are subject to project management and installation related contingencies as a result of our fixed price material supply and installation service contracts primarily in our Architectural Services Segment and certain of our Architectural Metals businesses We manage the risk of these exposures through contract negotiations proactive project management and insurance coverages
In fiscal 2008 we acquired one manufacturing facility which has certain historical environmental conditions Remediation of these conditions is ongoing without significant disruption to our operations The estimated remaining liability for these remediation activities was 0 1 million and 0 4 million at March 1 2025 and March 2 2024 respectively
We have two outstanding NMTC arrangements which help to support operational expansion Proceeds received from investors on these transactions are included within other current liabilities on our consolidated balance sheets The NMTC arrangements are subject to 100 tax credit recapture for a period of seven years from the date of each respective transaction Upon the termination of each arrangement these proceeds will be recognized in earnings in exchange for the transfer of tax credits The direct and incremental costs incurred in structuring these arrangements have been deferred and are included in other current assets on our consolidated balance sheets These costs will be recognized in conjunction with the recognition of the related proceeds on each arrangement During the construction phase or for working capital purposes for each project we are required to hold cash dedicated to fund each capital project which is classified as restricted cash on our consolidated balance sheets Variable interest entities which have been included within our consolidated financial statements have been created as a result of the structure of these transactions as investors in the programs do not have a material interest in their underlying economics
The Company is a party to various legal proceedings incidental to its normal operating activities In particular like others in the construction supply and services industry the Company is routinely involved in various disputes and claims arising out of construction projects sometimes involving significant monetary damages or product replacement We have in the past and are currently subject to product liability and warranty claims including certain legal claims related to a commercial sealant product formerly incorporated into our products
In December 2022 the claimant in an arbitration of one such claim was awarded 20 million by an arbitration panel The claimant then sought to confirm this award in Los Angeles Superior Court in March 2023 In response the Company moved to vacate the award Later in March 2023 the Superior Court confirmed the award which the Company appealed in June 2023 The appeal was argued before the California Court of Appeals Second Appellate District Division Seven on March 7 2025 The California Court of Appeals confirmed the judgment of the Superior Court on March 25 2025 The Company paid the final arbitration award including accrued post judgment interest in the amount of 24 7 million on April 7 2025 As a result of the judgment we recorded expense of 9 4 million which represents the impact of the award amount net of existing reserves and estimated insurance proceeds This impact was recorded in cost of goods sold in the fourth quarter of fiscal 2025
The Company is also subject to litigation arising out of areas such as employment practices workers compensation and general liability matters Although it is very difficult to accurately predict the outcome of any such proceedings facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations cash flows or financial condition of the Company
The Company has a supplier financing arrangement that enables select suppliers at their sole discretion to sell our receivables i e our payment obligations to the suppliers on a non recourse basis in order to be paid earlier than our payment terms provide These suppliers voluntary inclusion of invoices in the supplier financing arrangement has no bearing on our payment terms the amounts we pay or our liquidity We have no economic interest in the supplier s decision to participate in the supplier financing program and we do not provide any guarantees in connection with it The balances owed are reflected in accounts payable in the consolidated balance sheets and are reflected in net cash provided by operating activities in our consolidated statements of cash flows when settled
The following table summarizes the obligation activity for the years ended March 1 2025 and March 2 2024 and outstanding balance as of March 1 2025 and March 2 2024 that we have confirmed as valid to the administrators of our program
During fiscal 2004 the Board of Directors authorized a share repurchase program with subsequent increases in authorization We repurchased 786 690 shares under the program during fiscal 2025 for a total cost of 45 4 million We repurchased 279 916 shares under the program for a total cost of 11 8 million in fiscal 2024 and repurchased 1 571 139 shares under the program for a total cost of 74 3 million in fiscal 2023 We have repurchased a total of 12 063 207 shares at a total cost of 438 5 million since the inception of this program On October 6 2023 the Board of Directors increased the share repurchase authorization by 2 million shares We have remaining authority to repurchase 2 186 793 shares under this program which has no expiration date
In addition to the shares repurchased under this repurchase plan during fiscal 2025 2024 and 2023 the Company also withheld 6 1 million 2 5 million and 2 3 million respectively of Company stock from employees in order to satisfy stock for stock option exercises or tax obligations related to stock based compensation pursuant to terms of Board and shareholder approved compensation plans
We have a 2019 Stock Incentive Plan and a 2019 Non Employee Director Stock Plan the Plans that provide for the issuance of 1 150 000 and 300 000 shares respectively for various forms of stock based compensation to employees and non employee directors Awards under these Plans may be in the form of incentive stock options to employees only non statutory options stock settled stock appreciation rights SARs or nonvested share awards and units all of which are granted at a price or with an exercise price equal to the fair market value of the Company s stock at the date of award We also have 2009 Non Employee Director Stock Incentive Plan under which deferred restricted stock units were allocated in addition to deferred restricted stock units acquired pursuant to a dividend equivalent reinvestment feature As of June 23 2019 no additional awards can be made under the 2009 Non Employee Director Stock Incentive Plan
For fiscal 2024 there were no cash proceeds from the exercise of stock options as all stock options were exercised on a stock for stock basis The aggregate intrinsic value of securities exercised the amount by which the stock price on the date of exercise exceeded the stock price of the award on the date of grant was 1 8 million
Nonvested share awards and units generally vest over a two three or four year period The following table summarizes nonvested restricted stock awards and restricted stock units activity for fiscal 2025
In fiscal 2022 the Compensation Committee of the Board of Directors implemented an executive compensation program for certain key employees In each of the first quarters of fiscal 2025 fiscal 2024 and fiscal 2023 we issued performance shares in the form of nonvested share unit awards which give the recipient the right to receive shares earned at the end of the respective three fiscal year performance period The number of share units issued at grant is equal to the target number of performance shares and allows for the right to receive a variable number of shares ranging from 0 to 200 of target dependent on achieving defined performance goals and being employed at the end of the performance period
At March 1 2025 there was 11 8 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards which is expected to be recognized over a weighted average period of approximately 21 months The total fair value of shares vested during fiscal 2025 was 10 0 million
The effective tax rate for fiscal 2025 increased 1 5 percentage points from fiscal 2024 primarily due to an increase in taxes for nondeductible executive compensation in fiscal 2025 The effective tax rate for fiscal 2024 increased 12 2 percentage points from fiscal 2023 primarily due to the impact of discrete items in fiscal 2023
The Company has state and foreign net operating loss carryforwards with a tax effect of 11 7 million A valuation allowance of 8 7 million has been established for these net operating loss carryforwards due to the uncertainty of the use of the tax benefits in future periods
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing Deferred Tax Assets This has resulted in valuation allowances being recorded against Deferred Tax Assets in prior years in Brazil Canada and various states
The Company files income tax returns in the U S federal jurisdiction various U S state jurisdictions Canada Brazil and other international jurisdictions The Company is no longer subject to U S federal tax examinations or state and local tax examinations for years prior to fiscal 2022 or state and local tax examinations for years prior to fiscal 2021 The Company is not currently under U S federal examination for years subsequent to fiscal 2021
The Company considers the earnings of its non U S subsidiaries to be indefinitely invested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and specific plans for reinvestment of those subsidiary earnings Should the Company decide to repatriate the foreign earnings it would need to adjust the income tax provision in the period it was determined that the earnings will no longer be indefinitely invested outside the U S
If we were to prevail on all unrecognized tax benefits recorded 3 8 million 3 3 million and 3 8 million for fiscal 2025 2024 and 2023 respectively would benefit the effective tax rate Also included in the balance of unrecognized tax benefits for fiscal 2025 2024 and 2023 are 2 2 million 1 8 million and 1 5 million respectively of tax benefits that if recognized would result in decreases to deferred taxes
Penalties and interest related to unrecognized tax benefits are recorded in income tax expense For fiscal 2025 2024 and 2023 we accrued penalties and interest related to unrecognized tax benefits of 1 0 million 0 6 million and 0 4 million respectively
In December 2021 the OECD issued model rules for a new global minimum tax framework Pillar Two and various governments around the world have issued or are in the process of issuing legislation to implement these rules The Company is within the scope of the OECD Pillar Two model rules and has assessed the impact thereof Based on available legislation we concluded there was no material impact on income taxes with respect to Pillar Two for the year ended March 1 2025 We will continue to evaluate the potential future impacts and will monitor and review the issuance of additional guidance
Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding including the dilutive effects of stock options SARs and nonvested shares The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share
We have four operating segments which are also reportable segments Each of our four segments have distinct economic characteristics including products and services provided production processes and varying ranges in performance and results
integrates technical services project management and field installation services to design engineer fabricate and install architectural curtainwall and other façade related systems primarily in non residential construction
The CODM utilizes net sales and adjusted earnings before interest and taxes EBIT to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results trends and variances of each segment in relation to forecasts and historical performance
Net sales adjusted cost of sales adjusted SG A adjusted other income expense and the resulting adjusted EBIT for each of the Company s four reportable segments are presented below Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions We report net sales intersegment eliminations separately to exclude these sales from our consolidated total Segment EBIT includes intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level We report these unallocated corporate costs in Corporate and Other
Adjusted cost of sales excludes 4 2 million and 5 5 million of adjustments related to acquisition and restructuring costs as described in more detail within the reconciliation presented below respectively for the years ended March 1 2025 and March 2 2024
Adjusted SG A expenses excludes 11 5 million and 3 0 million of adjustments related to acquisition and restructuring costs and impairment expense as described in more detail within the reconciliation presented below respectively for the years ended March 1 2025 and March 2 2024
Backlog amortization is related the value attributed to contracting the backlog purchased in the UW Solutions acquisition These costs were amortized in SG A over the period that the contracted backlog was shipped
Inventory step up is related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value These costs were expensed to cost of goods sold over the period the inventory was sold
The following table presents net sales based on the location in which the sale originated and long lived assets representing property plant and equipment net of related depreciation by geographic region
Our export net sales from U S operations were 54 1 million 47 6 million and 56 2 million in fiscal 2025 2024 and 2023 respectively representing approximately 4 3 and 4 of consolidated net sales in each of these fiscal years respectively Due to the varying combinations and integration of individual window storefront and curtainwall systems it is impractical to report product revenues generated by class of product beyond the segment revenues currently reported
On November 4 2024 we completed the acquisition of UW Solutions for 240 9 million in cash UW Solutions is a U S based vertically integrated manufacturer of high performance coated substrates with a portfolio of well known brands including ResinDEK ChromaLuxe RDC Coatings and Unisub each known as a leader in its specified applications The UW Solutions business activity is included in our Performance Surfaces Segment
The total purchase consideration was 232 2 million in cash net of a favorable net working capital adjustment of 0 9 million and cash acquired of 8 7 million The acquisition was funded with cash on hand and borrowings under our existing credit agreement During fiscal 2025 we incurred pre tax acquisition related expenses of 10 3 million associated with the UW Solutions acquisition We incurred 1 5 million for inventory step up expense and 0 2 million of transaction costs which were included in costs of sales as well as 4 2 million of transaction costs 2 1 million of integration costs and 2 3 million of amortization of acquired backlog which were included in SG A within our consolidated results of operations
We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill of 107 8 million The goodwill recognized is attributable primarily to expected synergies by integrating UW Solutions into our Performance Surfaces Segment and by creating a scalable growth platform in the specialty coatings and materials market The acquired goodwill is expected to be amortized and deductible for income tax purposes We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired We assigned 21 0 million to a tradename asset and are amortizing it over a 15 year expected life We assigned 2 3 million to a contract backlog asset and amortized it over a 4 month life We assigned 47 4 million to a customer relationship asset and are amortizing a portion over a 10 year expected life and the remainder over a 15 year expected life based on historical customer attrition rates We assigned 7 8 million to a developed technology asset and are amortizing over a 7 5 year expected life
The impact of the acquisition of UW Solutions on our consolidated results of operations for fiscal 2025 was 32 0 million of net sales and 7 4 million of net loss respectively The net sales and net loss represent approximately 17 weeks of operating results
The following supplemental unaudited pro forma information presents our financial results as if the acquisition of UW Solutions had occurred on February 26 2023 This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on February 26 2023 and this information is not intended to be indicative of future results
Nonrecurring charges of 4 4 million of transaction costs 2 1 million of integration costs 2 3 million of amortization of acquired backlog and 1 5 million of inventory step up expense incurred in fiscal 2025 are reflected as if those charges were incurred in the first and second quarters of the fiscal 2024 supplemental pro forma earnings
These amounts have been calculated after applying our accounting policies and adjusting the results of UW Solutions to reflect the effect of definite lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on February 26 2023
During the fourth quarter of fiscal 2024 we announced strategic actions to streamline our business operations enable a more efficient cost model and better position the Company for profitable growth referred to as Project Fortify Project Fortify primarily impacted the Architectural Metals Segment and included
During fiscal 2025 we incurred 4 3 million of pre tax costs associated with Project Fortify of which 2 5 million is included in cost of sales and 1 8 million is included within SG A expenses During fiscal 2024 we incurred 12 4 million of pre tax costs associated with Project Fortify of which 5 5 million is included within cost of sales and 6 9 million is included within SG A expenses The Company completed Project Fortify during the fourth quarter of fiscal 2025 and incurred at total of 16 7 million of restructuring changes which included
The following table summarizes our restructuring related accrual balances included within accrued payroll and related benefits and other current liabilities in the consolidated balance sheets All remaining accrual balances are expected to be paid within fiscal 2026
The charges presented in the rollforward of our restructuring accruals do not include items charged directly to expense as incurred as those items are not reflected in accrued payroll and related benefits and other current liabilities in the consolidated balance sheets
On April 23 2025 we announced a second phase of Project Fortify to drive further cost efficiencies primarily in the Architectural Metals and Architectural Services Segments Phase 2 will focus on further optimizing our operating footprint and aligning resources to enable a more effective operating model We expect the actions of Phase 2 to incur approximately 24 million to 26 million of pre tax charges of which approximately 8 million are expected to be non cash charges The charges include the following
The Company expects the actions associated with Phase 2 to be substantially completed by the end of the fourth quarter of fiscal 2026 and expects them to deliver annualized pre tax cost savings from Phase 2 of approximately 13 million to 15 million
During fiscal 2022 we announced plans to realign and simplify our business structure which resulted in the closure of two facilities within the Architectural Glass Segment in Dallas Texas and Statesboro Georgia These closures were made in order to concentrate this segment on premium high performance products Additionally employee termination costs were incurred related to these facility closures realignment of the Architectural Metals Segment and within the Corporate office
During the first quarter of fiscal 2023 we completed the execution of these plans with the sale of the remaining manufacturing assets at our Architectural Glass location in Dallas Texas for 4 1 million The remaining assets had a carrying value of 3 4 million and we recognized a gain on the sale of approximately 0 6 million net of associated transaction costs which is included as a reduction of cost of sales within our consolidated statements of operations
As of the end of the period covered by this report the Evaluation Date we carried out an evaluation under the supervision and with the participation of management including the Chief Executive Officer and the Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a 15 e or 15d 15 e of the Exchange Act Based upon that evaluation the Chief Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is i recorded processed summarized and reported within the time periods specified in applicable rules and forms and ii accumulated and communicated to our management including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure
The report of management required under this Item 9A is contained on page 32 in Item 8 of this Annual Report on Form 10 K under the caption Management s Annual Report on Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting as such term is defined in Rules 13a 15 f and 15d 15 f under the Exchange Act during the most recent fiscal quarter covered by this report that would have materially affected or are reasonably likely to materially affect the Company s internal control over financial reporting
During the fiscal quarter ended March 1 2025 none of our directors or officers as defined in Rule 16a 1 f of the Exchange Act adopted or terminated any Rule 10b5 1 trading arrangement or any non Rule 10b5 1 trading arrangement as each term is defined in Item 408 c of Regulation S K
We have adopted a Code of Business Ethics and Conduct that applies to all of our employees including our principal executive officer president principal financial officer and principal accounting officer and Board of Directors The Code of Business Ethics and Conduct is published on the Investors Governance section of our website at www apog com Any amendments to the Code of Business Ethics and Conduct and waivers of the Code of Business Ethics and Conduct for our Chief Executive Officer and Chief Financial Officer will be published on our website
The other information required by this item other than the information set forth in Part I above under the heading Information About Our Executive Officers is set forth under the headings Proposal 1 Election of Directors Frequently Asked Questions How Can I Recommend or Nominate a Director Candidate Corporate Governance Board Meetings and 2025 Annual Meeting of Shareholders and Corporate Governance Board Committee Responsibilities Meetings and Membership in the Proxy Statement for the Company s Annual Meeting of Shareholders to be held on June 25 2025 which will be filed with the Securities and Exchange Commission within 120 days after our fiscal year end our 2025 Proxy Statement This information is incorporated herein by reference
We have an insider trading policy governing the purchase sale and other dispositions of the Company s securities that applies to all personnel of the Company and its subsidiaries including directors officers employees and other covered persons The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws rules and regulations as well as applicable listing standards A copy of the Company s insider trading policy is filed as Exhibit 19 1 to this report
The information required by this item is set forth under the headings Executive Compensation CEO Pay Ratio Disclosure and Non Employee Director Compensation in our 2025 Proxy Statement This information is incorporated herein by reference
The following table summarizes with respect to our equity compensation plans the number of shares of our common stock to be issued upon exercise of outstanding options warrants and other rights to acquire shares the weighted average exercise price of these outstanding options warrants and rights and the number of shares remaining available for future issuance under our equity compensation plans as of March 1 2025 the last day of fiscal 2025
Includes 202 240 shares underlying performance share unit awards granted under our 2019 Stock Incentive Plan assuming maximum performance 77 522 restricted stock unit awards granted under our 2019 Stock Incentive Plan 2009 Non Employee Director Stock Plan and 2019 Non Employee Director Stock Plan and 31 142 phantom shares under our Deferred Compensation Plan for Non Employee Directors Dividends accrue on the outstanding performance share units during the three year performance periods but will be paid only on shares earned at the end of each performance cycle Certain outstanding restricted stock units have dividend rights attached but none of the restricted stock units are transferable
At the beginning of fiscal years 2023 2024 and 2025 performance share units were awarded to plan participants which will vest based on our Company s performance over each three year performance period The performance share units represent the right to receive shares of our common stock at the end of each three year performance period Pursuant to SEC rules and the reporting requirements for this table we have included in this column 202 240 shares underlying the outstanding performance share units at maximum performance assuming our Company performed at the maximum level during the applicable performance periods Only 101 120 shares underly the performance awards at target level performance
In calculating the weighted average exercise price of outstanding options warrants and rights we have not included in this column shares of restricted stock that are issued and outstanding performance share units or restricted stock units
Pursuant to SEC Rules and the reporting requirements for this table of these shares 3 822 are available for issuance under our Legacy Partnership Plan 696 893 are available for grant under our 2019 Stock Incentive Plan 152 602 are available for grant under our 2019 Non Employee Director Stock Plan and 15 530 are available for grant under our Deferred Compensation Plan for Non Employee Directors
The information required by this item is set forth under the headings Corporate Governance Director Independence and Corporate Governance Certain Relationships and Related Transactions in our 2025 Proxy Statement This information is incorporated herein by reference
Information about aggregate fees billed to us by our principal accountant Deloitte Touche LLP PCAOB ID No 34 will be presented under the headings Audit Committee Report and Fees Paid to Independent Registered Public Accounting Firm Audit Fees Audit Related Fees Tax Fees and All Other Fees and Policy on Audit Committee Pre Approval of Audit and Permissible Non Audit Services in our 2025 Proxy Statement This information is incorporated herein by reference
Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto
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
Membership Interest Purchase Agreement dated as of September 23 2024 by and among UW Holdings LLC UW Interco LLC and Apogee Enterprises Inc Incorporated by reference to Exhibit 2 1 to the Registrant s Current Report on Form 8 K filed on September 25 2024
Apogee Enterprises Inc Deferred Compensation Plan for Non Employee Directors 2014 Restatement Incorporated by reference to Exhibit 4 4 to Registrant s Registration Statement on Form S 8 filed on July 24 2014
Apogee Enterprises Inc 2000 Employee Stock Purchase Plan Amended and Restated Effective as of April 21 2021 Incorporated by reference to Exhibit 10 4 to Apogee s Annual Report on Form 10 K filed on April 22 2021
Apogee Enterprises Inc Non Employee Director Charitable Matching Contribution Program Incorporated by reference to Exhibit 10 25 to Registrant s Annual Report on Form 10 K for the year ended February 26 2005
Apogee Enterprises Inc 2009 Non Employee Director Stock Incentive Plan as amended and restated 2014 Incorporated by reference to Exhibit 4 4 to Registrant s Registration Statement on Form S 8 filed on July 24 2014
Form of Restricted Stock Agreement under the Apogee Enterprises Inc 2009 Non Employee Director Stock Incentive Plan Incorporated by reference to Exhibit 10 3 to Registrant s Current Report on Form 8 K filed on June 30 2009
Restricted Stock Deferral Program under the Apogee Enterprises Inc 2009 Non Employee Director Stock Incentive Plan as Amended and Restated 2014 2015 Statement Incorporated by reference to Exhibit 10 1 to Registrant s Current Report on Form 8 K filed on June 30 2015
Form of Deferred Restricted Stock Unit Agreement under the Apogee Enterprises Inc 2009 Non Employee Director Stock Incentive Plan as Amended and Restated 2014 2015 Statement Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on June 30 2015
Form of Restricted Stock Agreement under the Apogee Enterprises Inc 2009 Stock Incentive Plan for awards made on or after April 26 2011 Incorporated by reference to Exhibit 10 3 to Registrant s Current Report on Form 8 K filed on May 2 2011
Third Amendment to the Apogee Enterprises Inc 2011 Deferred Compensation Plan dated October 5 2017 Incorporated by reference to Exhibit 10 1 to the Registrant s Current Report on Form 8 K filed on October 10 2017
Fourth Amendment to the Apogee Enterprises Inc 2011 Deferred Compensation Plan dated June 28 2018 Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on July 3 2018
Fifth Amendment to the Apogee Enterprises Inc Deferred Incentive Compensation Plan 2005 Restatement dated June 26 2023 Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on June 27 2023
Amended Form of Restricted Stock Agreement under the Apogee Enterprises Inc 2019 Stock Incentive Plan as Amended and Restated 2021 Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on May 7 2024
Amended Form of Restricted Stock Unit Agreement under the Apogee Enterprises Inc 2019 Stock Incentive Plan as Amended and Restated 2021 Incorporated by reference to Exhibit 10 3 to Registrant s Current Report on Form 8 K filed on May 7 2024
Executive Equity Deferral Program Under the Apogee Enterprises Inc 2019 Stock Incentive Plan dated May 1 2024 Incorporated by reference to Exhibit 10 7 to Registrant s Current Report on Form 8 K filed on May 7 2024
Form of Restricted Stock Agreement under the Apogee Enterprises Inc 2019 Non Employee Director Stock Plan Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on January 16 2020
Form of Deferred Restricted Stock Unit Agreement under the Apogee Enterprises Inc 2019 Non Employee Director Stock Incentive Plan Incorporated by reference to Exhibit 10 3 to Registrant s Current Report on Form 8 K filed on January 16 2020
Restricted Stock Deferral Program Under the Apogee Enterprises Inc 2019 Non Employee Director Stock Incentive Plan Incorporated by reference to Exhibit 10 1 to Registrant s Current Report on Form 8 K filed on April 29 2020
Form of Restricted Stock Unit Agreement under the Apogee Enterprises Inc 2019 Non Employee Director Stock Plan Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on April 29 2020
Employment Agreement between Apogee Enterprises Inc and Ty R Silberhorn dated December 15 2020 Incorporated by reference to Exhibit 10 1 to Registrant s Current Report on Form 8 K filed on December 21 2020
Form of Restricted Stock Award Agreement entered into by Apogee Enterprises Inc and Ty R Silberhorn on January 4 2021 Incorporated by reference to Exhibit 10 2 to Registrant s Current Report on Form 8 K filed on December 21 2020
Third Amended and Restated Credit Agreement dated as of June 25 2019 by and among Apogee Enterprises Inc as the Borrower the Lenders referred to therein Wells Fargo Bank National Association as Administrative Agent Swingline Lender and Issuing Lender and U S Bank National Association as Syndication Agent and Issuing Lender Incorporated by reference to Exhibit 10 1 to Registrant s Current Report on Form 8 K filed on June 28 2019
Amendment No 1 to Third Amended and Restated Credit Agreement dated as of June 25 2019 by and among Apogee Enterprises Inc as the Borrower the Lenders referred to therein Wells Fargo Bank National Association as Administrative Agent Swingline Lender and Issuing Lender and U S Bank National Association as Syndication Agent and Issuing Lender Incorporated by reference to Exhibit 10 1 to Registrant s Current Report on Form 8 K filed on April 10 2020
Amendment No 2 to Third Amended and Restated Credit Agreement dated as of November 6 2020 by and among Apogee Enterprises Inc as the Borrower the Lenders referred to therein Wells Fargo Bank National Association as Administrative Agent Swingline Lender and Issuing Lender and U S Bank National Association as Syndication Agent and Issuing Lender Incorporated by reference to Exhibit 10 1 to the Registrant s Current Report on Form 8 K filed on November 10 2020
Amendment No 3 to Third Amended and Restated Credit Agreement dated as of August 5 2022 by and among Apogee Enterprises Inc as the Borrower the Lenders referred to therein Wells Fargo Bank National Association as Administrative Agent Swingline Lender and Issuing Lender and U S Bank National Association as Syndication Agent and Issuing Lender Incorporated by reference to Exhibit 10 1 to the Registrant s Current Report on Form 8 K filed on August 5 2022
Credit Agreement dated July 19 2024 between Apogee Enterprises Inc certain material domestic subsidiaries of the Company as guarantors Bank of America N A as administrative agent swingline lender and L C issuer and the syndicate of lenders which are party thereto from time to time Incorporated by reference to Exhibit 10 1 to the Registrant s Current Report on Form 8 K filed on July 25 2024
The following materials from Apogee Enterprises Inc s Annual Report on Form 10 K for the year ended March 1 2025 are furnished herewith formatted in iXBRL Inline Extensible Business Reporting Language i the Consolidated Balance Sheets as of March 1 2025 and March 2 2024 ii the Consolidated Results of Operations for the three years ended March 1 2025 March 2 2024 and February 25 2023 iii the Consolidated Statements of Comprehensive Earnings for the three years March 1 2025 March 2 2024 and February 25 2023 iv the Consolidated Statements of Cash Flows for the three years ended March 1 2025 March 2 2024 and February 25 2023 v the Consolidated Statements of Shareholders Equity for the three years ended March 1 2025 March 2 2024 and February 25 2023 and vi the Notes to Consolidated Financial Statements
Pursuant to the requirements of Section 13 or 15 d of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 24 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 24 2025

Company Name	APOGEE ENTERPRISES, INC. Vist SEC web-site
Category	GLASS PRODUCTS, MADE OF PURCHASED GLASS
Trading Symbol	APOG