x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Minnesota | 41-0919654 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
4400 West 78th Street – Suite 520, Minneapolis, MN | 55435 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | x | Accelerated filer | o | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Page | ||
PART I | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 6. | ||
Item 1. | Financial Statements |
(In thousands, except per share data) | May 31, 2014 | March 1, 2014 | ||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 17,093 | $ | 28,465 | ||||
Short-term available for sale securities | 564 | 204 | ||||||
Receivables, net of allowance for doubtful accounts | 154,719 | 154,914 | ||||||
Inventories | 50,422 | 47,982 | ||||||
Refundable income taxes | — | 973 | ||||||
Deferred tax assets | 3,246 | 3,529 | ||||||
Other current assets | 7,616 | 6,725 | ||||||
Total current assets | 233,660 | 242,792 | ||||||
Property, plant and equipment, net | 197,144 | 193,946 | ||||||
Available for sale securities | 10,234 | 11,273 | ||||||
Restricted investments | 1,742 | 2,540 | ||||||
Goodwill | 78,562 | 78,021 | ||||||
Intangible assets | 27,221 | 27,198 | ||||||
Other non-current assets | 9,877 | 9,587 | ||||||
Total assets | $ | 558,440 | $ | 565,357 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 47,033 | $ | 47,241 | ||||
Accrued payroll and related benefits | 20,305 | 25,216 | ||||||
Accrued self-insurance reserves | 6,777 | 6,683 | ||||||
Other current liabilities | 31,217 | 35,088 | ||||||
Billings in excess of costs and earnings on uncompleted contracts | 23,542 | 22,557 | ||||||
Current portion long-term debt | 52 | 49 | ||||||
Accrued income taxes | 134 | — | ||||||
Total current liabilities | 129,060 | 136,834 | ||||||
Long-term debt | 20,659 | 20,659 | ||||||
Unrecognized tax benefits | 5,367 | 5,234 | ||||||
Long-term self-insurance reserves | 7,383 | 7,977 | ||||||
Deferred tax liabilities | 6,738 | 7,403 | ||||||
Other non-current liabilities | 32,581 | 34,620 | ||||||
Commitments and contingent liabilities (Note 13) | ||||||||
Shareholders’ equity | ||||||||
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 29,102,733 and 28,958,119, respectively | 9,701 | 9,653 | ||||||
Additional paid-in capital | 133,359 | 130,570 | ||||||
Retained earnings | 224,382 | 225,367 | ||||||
Common stock held in trust | (788 | ) | (791 | ) | ||||
Deferred compensation obligations | 788 | 791 | ||||||
Accumulated other comprehensive loss | (10,790 | ) | (12,960 | ) | ||||
Total shareholders’ equity | 356,652 | 352,630 | ||||||
Total liabilities and shareholders’ equity | $ | 558,440 | $ | 565,357 |
Three Months Ended | ||||||||
(In thousands, except per share data) | May 31, 2014 | June 1, 2013 | ||||||
Net sales | $ | 210,883 | $ | 179,311 | ||||
Cost of sales | 169,445 | 142,925 | ||||||
Gross profit | 41,438 | 36,386 | ||||||
Selling, general and administrative expenses | 33,621 | 30,271 | ||||||
Operating income | 7,817 | 6,115 | ||||||
Interest income | 249 | 174 | ||||||
Interest expense | 193 | 499 | ||||||
Other income, net | 1,283 | 69 | ||||||
Earnings before income taxes | 9,156 | 5,859 | ||||||
Income tax expense | 3,054 | 1,700 | ||||||
Net earnings | $ | 6,102 | $ | 4,159 | ||||
Earnings per share - basic | $ | 0.21 | $ | 0.15 | ||||
Earnings per share - diluted | $ | 0.21 | $ | 0.14 | ||||
Weighted average basic shares outstanding | 28,777 | 28,441 | ||||||
Weighted average diluted shares outstanding | 29,385 | 29,337 |
Three Months Ended | ||||||||
(In thousands) | May 31, 2014 | June 1, 2013 | ||||||
Net earnings | $ | 6,102 | $ | 4,159 | ||||
Other comprehensive earnings: | ||||||||
Unrealized gain (loss) on marketable securities, net of $45 and $(29) tax expense (benefit), respectively | 82 | (53 | ) | |||||
Unrealized loss on foreign currency hedge, net of $36 and $24 tax benefit, respectively | (62 | ) | (41 | ) | ||||
Foreign currency translation adjustments | 2,150 | 252 | ||||||
Other comprehensive earnings | 2,170 | 158 | ||||||
Total comprehensive earnings | $ | 8,272 | $ | 4,317 |
Three Months Ended | ||||||||
(In thousands) | May 31, 2014 | June 1, 2013 | ||||||
Operating Activities | ||||||||
Net earnings | $ | 6,102 | $ | 4,159 | ||||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 6,766 | 6,511 | ||||||
Stock-based compensation | 1,250 | 1,118 | ||||||
Deferred income taxes | (501 | ) | 276 | |||||
Excess tax benefits from stock-based compensation | (1,589 | ) | (1,009 | ) | ||||
Gain on disposal of assets | (453 | ) | (304 | ) | ||||
Other, net | 12 | 231 | ||||||
Changes in operating assets and liabilities: | ||||||||
Receivables | 586 | 3,782 | ||||||
Inventories | (2,268 | ) | (4,413 | ) | ||||
Accounts payable and accrued expenses | (11,677 | ) | (11,911 | ) | ||||
Billings in excess of costs and earnings on uncompleted contracts | 985 | (2,051 | ) | |||||
Refundable and accrued income taxes | 2,825 | 1,425 | ||||||
Other, net | (842 | ) | 19 | |||||
Net cash provided by (used in) operating activities | 1,196 | (2,167 | ) | |||||
Investing Activities | ||||||||
Capital expenditures | (8,738 | ) | (1,512 | ) | ||||
Proceeds from sales of property, plant and equipment | 201 | 169 | ||||||
Purchases of restricted investments | — | (2,800 | ) | |||||
Sales of restricted investments | 798 | 22,053 | ||||||
Purchases of marketable securities | (484 | ) | (10,225 | ) | ||||
Sales/maturities of marketable securities | 868 | 6,656 | ||||||
Net cash (used in) provided by investing activities | (7,355 | ) | 14,341 | |||||
Financing Activities | ||||||||
Payments on debt | (12 | ) | (10,015 | ) | ||||
Shares withheld for taxes, net of stock issued to employees | (3,164 | ) | (1,141 | ) | ||||
Excess tax benefits from stock-based compensation | 1,589 | 1,009 | ||||||
Repurchase and retirement of common stock | (863 | ) | — | |||||
Dividends paid | (3,078 | ) | (2,687 | ) | ||||
Net cash used in financing activities | (5,528 | ) | (12,834 | ) | ||||
Decrease in cash and cash equivalents | (11,687 | ) | (660 | ) | ||||
Effect of exchange rates on cash | 315 | 40 | ||||||
Cash and cash equivalents at beginning of year | 28,465 | 37,767 | ||||||
Cash and cash equivalents at end of period | $ | 17,093 | $ | 37,147 | ||||
Noncash Activity | ||||||||
Capital expenditures in accounts payable | $ | 921 | $ | 298 |
1. | Basis of Presentation |
2. | New Accounting Standards |
3. | Share-Based Compensation |
Options/SARs Outstanding | ||||||||||||
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||
Outstanding at March 1, 2014 | 847,852 | $ | 13.88 | |||||||||
Awards exercised | (20,791 | ) | 14.44 | |||||||||
Awards canceled | (500 | ) | 11.86 | |||||||||
Outstanding at May 31, 2014 | 826,561 | $ | 13.87 | 5.3 Years | $ | 13,416,677 | ||||||
Vested or expected to vest at May 31, 2014 | 826,561 | $ | 13.87 | 5.3 Years | $ | 13,416,677 | ||||||
Exercisable at May 31, 2014 | 676,390 | $ | 15.10 | 4.9 Years | $ | 10,148,956 |
Nonvested Shares and Units | ||||||
Number of Shares and Units | Weighted Average Grant Date Fair Value | |||||
Nonvested at March 1, 2014 | 575,064 | $ | 16.89 | |||
Granted(1) | 144,486 | 26.70 | ||||
Vested | (269,929 | ) | 15.53 | |||
Canceled | — | — | ||||
Nonvested at May 31, 2014 | 449,621 | $ | 20.86 |
(1) | Includes 40,735 of shares granted and immediately vested for achievement above target for the fiscal 2012-2014 performance period. Nonvested share units of 117,765 (at target) were previously granted in fiscal 2012 for this performance period. |
4. | Earnings per Share |
Three Months Ended | |||||||
(In thousands, except per share data) | May 31, 2014 | June 1, 2013 | |||||
Basic earnings per share – weighted common shares outstanding | 28,777 | 28,441 | |||||
Weighted average effect of nonvested share grants and assumed exercise of stock options | 608 | 896 | |||||
Diluted earnings per share – weighted common shares and potential common shares outstanding | 29,385 | 29,337 | |||||
Earnings per share – basic | $ | 0.21 | $ | 0.15 | |||
Earnings per share – diluted | 0.21 | 0.14 | |||||
Stock options excluded from the calculation of earnings per share because the exercise price was greater than the average market price of the common shares | — | 56 |
5. | Inventories |
(In thousands) | May 31, 2014 | March 1, 2014 | |||||
Raw materials | $ | 18,828 | $ | 17,975 | |||
Work-in-process | 10,903 | 9,700 | |||||
Finished goods | 15,770 | 15,206 | |||||
Costs and earnings in excess of billings on uncompleted contracts | 4,921 | 5,101 | |||||
Total inventories | $ | 50,422 | $ | 47,982 |
6. | Marketable Securities |
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||
May 31, 2014 | |||||||||||||||
Municipal bonds | $ | 10,913 | $ | 119 | $ | (234 | ) | $ | 10,798 | ||||||
Total investments | $ | 10,913 | $ | 119 | $ | (234 | ) | $ | 10,798 | ||||||
March 1, 2014 | |||||||||||||||
Municipal bonds | $ | 11,719 | $ | 94 | $ | (336 | ) | $ | 11,477 | ||||||
Total investments | $ | 11,719 | $ | 94 | $ | (336 | ) | $ | 11,477 |
(In thousands) | Amortized Cost | Estimated Market Value | |||||
Due within one year | $ | 560 | $ | 564 | |||
Due after one year through five years | 2,398 | 2,435 | |||||
Due after five years through 10 years | 6,690 | 6,703 | |||||
Due after 10 years through 15 years | 1,250 | 1,081 | |||||
Due beyond 15 years | 15 | 15 | |||||
Total | $ | 10,913 | $ | 10,798 |
7. | Fair Value Measurements |
(In thousands) | Quoted Prices in Active Markets (Level 1) | Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total Fair Value | |||||||||||
May 31, 2014 | |||||||||||||||
Cash equivalents | |||||||||||||||
Money market funds | $ | 8,242 | $ | — | $ | — | $ | 8,242 | |||||||
Total cash equivalents | 8,242 | — | — | 8,242 | |||||||||||
Available for sale securities | |||||||||||||||
Municipal bonds | $ | — | $ | 10,798 | $ | — | $ | 10,798 | |||||||
Total available for sale securities | — | 10,798 | — | 10,798 | |||||||||||
Restricted investments | |||||||||||||||
Money market funds | $ | 1,742 | $ | — | $ | — | $ | 1,742 | |||||||
Total restricted investments | 1,742 | — | — | 1,742 | |||||||||||
Mutual fund investments | |||||||||||||||
Mutual funds | $ | 807 | $ | — | $ | — | $ | 807 | |||||||
Total mutual fund investments | 807 | — | — | 807 | |||||||||||
Total assets at fair value | $ | 10,791 | $ | 10,798 | $ | — | $ | 21,589 | |||||||
March 1, 2014 | |||||||||||||||
Cash equivalents | |||||||||||||||
Money market funds | $ | 12,788 | $ | — | $ | — | $ | 12,788 | |||||||
Total cash equivalents | 12,788 | — | — | 12,788 | |||||||||||
Available for sale securities | |||||||||||||||
Municipal bonds | $ | — | $ | 11,477 | $ | — | $ | 11,477 | |||||||
Total available for sale securities | — | 11,477 | — | 11,477 | |||||||||||
Restricted investments | |||||||||||||||
Money market funds | $ | 2,540 | $ | — | $ | — | $ | 2,540 | |||||||
Total restricted investments | 2,540 | — | — | 2,540 | |||||||||||
Mutual fund investments | |||||||||||||||
Mutual funds | $ | 409 | $ | — | $ | — | $ | 409 | |||||||
Total mutual fund investments | 409 | — | — | 409 | |||||||||||
Foreign currency instruments | |||||||||||||||
Foreign currency instruments | $ | — | $ | 98 | $ | — | $ | 98 | |||||||
Total foreign currency instruments | $ | — | $ | 98 | $ | — | $ | 98 | |||||||
Total assets at fair value | $ | 15,737 | $ | 11,575 | $ | — | $ | 27,312 |
8. | Acquisitions |
Three Months Ended | ||||
(In thousands, except per share data) | June 1, 2013 | |||
Net sales | $ | 192,363 | ||
Net income | 4,523 | |||
Earnings per share | ||||
Basic | $ | 0.16 | ||
Diluted | 0.15 |
9. | Goodwill and Other Identifiable Intangible Assets |
(In thousands) | Architectural Glass | Architectural Services | Architectural Framing Systems | Large-Scale Optical | Total | ||||||||||||||
Balance at March 2, 2013 | $ | 27,002 | $ | 1,120 | $ | 22,663 | $ | 10,557 | $ | 61,342 | |||||||||
Goodwill acquired | — | — | 18,254 | — | 18,254 | ||||||||||||||
Foreign currency translation | (374 | ) | — | (1,201 | ) | — | (1,575 | ) | |||||||||||
Balance at March 1, 2014 | 26,628 | 1,120 | 39,716 | 10,557 | 78,021 | ||||||||||||||
Foreign currency translation | 115 | — | 426 | — | 541 | ||||||||||||||
Balance at May 31, 2014 | $ | 26,743 | $ | 1,120 | $ | 40,142 | $ | 10,557 | $ | 78,562 |
May 31, 2014 | |||||||||||||||
(In thousands) | Gross Carrying Amount | Accumulated Amortization | Foreign Currency Translation | Net | |||||||||||
Definite-lived intangible assets: | |||||||||||||||
Debt issue costs | $ | 3,453 | $ | (2,417 | ) | $ | — | $ | 1,036 | ||||||
Non-compete agreements | 6,690 | (6,261 | ) | 7 | 436 | ||||||||||
Customer relationships | 25,677 | (10,910 | ) | 354 | 15,121 | ||||||||||
Trademarks and other intangibles | 8,275 | (2,609 | ) | 75 | 5,741 | ||||||||||
Total definite-lived intangible assets | $ | 44,095 | $ | (22,197 | ) | $ | 436 | $ | 22,334 | ||||||
Indefinite-lived intangible assets: | |||||||||||||||
Trademarks | 4,768 | — | 119 | 4,887 | |||||||||||
Total intangible assets | $ | 48,863 | $ | (22,197 | ) | $ | 555 | $ | 27,221 |
March 1, 2014 | |||||||||||||||
(In thousands) | Gross Carrying Amount | Accumulated Amortization | Foreign Currency Translation | Net | |||||||||||
Definite-lived intangible assets: | |||||||||||||||
Debt issue costs | $ | 3,453 | $ | (2,370 | ) | $ | — | $ | 1,083 | ||||||
Non-compete agreements | 6,767 | (6,266 | ) | (35 | ) | 466 | |||||||||
Customer relationships | 26,862 | (10,673 | ) | (1,077 | ) | 15,112 | |||||||||
Trademarks and other intangibles | 8,566 | (2,546 | ) | (251 | ) | 5,769 | |||||||||
Total definite-lived intangible assets | $ | 45,648 | $ | (21,855 | ) | $ | (1,363 | ) | $ | 22,430 | |||||
Indefinite-lived intangible assets: | |||||||||||||||
Trademarks | 5,104 | — | (336 | ) | 4,768 | ||||||||||
Total intangible assets | $ | 50,752 | $ | (21,855 | ) | $ | (1,699 | ) | $ | 27,198 |
(In thousands) | Remainder of Fiscal 2015 | Fiscal 2016 | Fiscal 2017 | Fiscal 2018 | Fiscal 2019 | ||||||||||||||
Estimated amortization expense | $ | 1,774 | $ | 1,951 | $ | 1,808 | $ | 1,763 | $ | 1,676 |
10. | Debt |
11. | Employee Benefit Plans |
Three Months Ended | |||||||
(In thousands) | May 31, 2014 | June 1, 2013 | |||||
Interest cost | $ | 138 | $ | 134 | |||
Expected return on assets | (43 | ) | (46 | ) | |||
Amortization of unrecognized net loss | 44 | 59 | |||||
Net periodic benefit cost | $ | 139 | $ | 147 |
12. | Income Taxes |
13. | Commitments and Contingent Liabilities |
(In thousands) | Remainder of Fiscal 2015 | Fiscal 2016 | Fiscal 2017 | Fiscal 2018 | Fiscal 2019 | Thereafter | Total | ||||||||||||||||||||
Total minimum payments | $ | 7,166 | $ | 8,822 | $ | 7,041 | $ | 5,492 | $ | 6,983 | $ | 2,933 | $ | 38,437 |
Three Months Ended | |||||||
(In thousands) | May 31, 2014 | June 1, 2013 | |||||
Balance at beginning of period | $ | 11,978 | $ | 8,323 | |||
Additional accruals | 1,060 | 1,323 | |||||
Claims paid | (891 | ) | (857 | ) | |||
Balance at end of period | $ | 12,147 | $ | 8,789 |
14. | Segment Information |
Three Months Ended | |||||||
(In thousands) | May 31, 2014 | June 1, 2013 | |||||
Net Sales from operations | |||||||
Architectural Glass | $ | 79,634 | $ | 74,803 | |||
Architectural Services | 51,616 | 46,476 | |||||
Architectural Framing Systems | 64,222 | 44,446 | |||||
Large-Scale Optical | 20,061 | 19,473 | |||||
Intersegment eliminations | (4,650 | ) | (5,887 | ) | |||
Net sales | $ | 210,883 | $ | 179,311 | |||
Operating Income (Loss) from operations | |||||||
Architectural Glass | $ | 2,800 | $ | 1,371 | |||
Architectural Services | 184 | (965 | ) | ||||
Architectural Framing Systems | 1,931 | 2,064 | |||||
Large-Scale Optical | 3,964 | 4,698 | |||||
Corporate and other | (1,062 | ) | (1,053 | ) | |||
Operating income | $ | 7,817 | $ | 6,115 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Three Months Ended | ||||
(Percent of net sales) | May 31, 2014 | June 1, 2013 | ||
Net sales | 100.0 | % | 100.0 | % |
Cost of sales | 80.4 | 79.7 | ||
Gross profit | 19.6 | 20.3 | ||
Selling, general and administrative expenses | 15.9 | 16.9 | ||
Operating income | 3.7 | 3.4 | ||
Interest income | 0.1 | 0.1 | ||
Interest expense | 0.1 | 0.2 | ||
Other income, net | 0.6 | — | ||
Earnings before income taxes | 4.3 | 3.3 | ||
Income tax expense | 1.4 | 1.0 | ||
Net earnings | 2.9 | % | 2.3 | % |
Effective tax rate | 33.4 | % | 29.0 | % |
Three Months Ended | ||||||||||
(In thousands) | May 31, 2014 | June 1, 2013 | % Change | |||||||
Net sales | $ | 79,634 | $ | 74,803 | 6.5 | % | ||||
Operating income | 2,800 | 1,371 | 104.2 | % | ||||||
Operating margin | 3.5 | % | 1.8 | % |
Three Months Ended | ||||||||||
(In thousands) | May 31, 2014 | June 1, 2013 | % Change | |||||||
Net sales | $ | 51,616 | $ | 46,476 | 11.1 | % | ||||
Operating income (loss) | 184 | (965 | ) | 119.1 | % | |||||
Operating margin | 0.4 | % | (2.1 | )% |
Three Months Ended | ||||||||||
(In thousands) | May 31, 2014 | June 1, 2013 | % Change | |||||||
Net sales | $ | 64,222 | $ | 44,446 | 44.5 | % | ||||
Operating income | 1,931 | 2,064 | (6.4 | )% | ||||||
Operating margin | 3.0 | % | 4.6 | % |
Three Months Ended | ||||||||||
(In thousands) | May 31, 2014 | June 1, 2013 | % Change | |||||||
Net sales | $ | 20,061 | $ | 19,473 | 3.0 | % | ||||
Operating income | 3,964 | 4,698 | (15.6 | )% | ||||||
Operating margin | 19.8 | % | 24.1 | % |
(In thousands) | May 31, 2014 | March 1, 2014 | June 1, 2013 | ||||||||
Architectural Glass | $ | 98,204 | 73,206 | $ | 65,200 | ||||||
Architectural Services | 209,155 | 187,471 | 192,805 | ||||||||
Architectural Framing Systems | 85,646 | 72,634 | 45,519 | ||||||||
Large-Scale Optical | 1,073 | 870 | 1,462 | ||||||||
Intersegment eliminations | (8,966 | ) | (4,546 | ) | (3,151 | ) | |||||
Total Backlog | $ | 385,112 | $ | 329,635 | $ | 301,835 |
Three Months Ended | |||||||
(Cash effect, in thousands) | May 31, 2014 | June 1, 2013 | |||||
Operating Activities | |||||||
Net cash provided by (used in) operating activities | $ | 1,196 | $ | (2,167 | ) | ||
Investing Activities | |||||||
Capital expenditures | (8,738 | ) | (1,512 | ) | |||
Change in restricted investments, net | 798 | 19,253 | |||||
Net sales (purchases) of marketable securities | 384 | (3,569 | ) | ||||
Financing Activities | |||||||
Payments on debt | (12 | ) | (10,015 | ) | |||
Repurchase and retirement of common stock | (863 | ) | — | ||||
Dividends paid | (3,078 | ) | (2,687 | ) |
Future Cash Payments Due by Fiscal Period | |||||||||||||||||||||||||||
(In thousands) | 2015 Remaining | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||
Continuing operations | |||||||||||||||||||||||||||
Industrial revenue bonds | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 20,400 | $ | 20,400 | |||||||||||||
Other debt obligations | 52 | 52 | 52 | 52 | 52 | 51 | 311 | ||||||||||||||||||||
Operating leases (undiscounted) | 7,166 | 8,822 | 7,041 | 5,492 | 6,983 | 2,933 | 38,437 | ||||||||||||||||||||
Purchase obligations | 77,934 | 7,049 | 171 | — | — | — | 85,154 | ||||||||||||||||||||
Total cash obligations | $ | 85,152 | $ | 15,923 | $ | 7,264 | $ | 5,544 | $ | 7,035 | $ | 23,384 | $ | 144,302 |
Amount of Commitment Expiration Per Fiscal Period | |||||||||||||||||||||||||||
(In thousands) | 2015 Remaining | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||
Standby letters of credit | $ | — | $ | 20,982 | $ | — | $ | — | $ | — | $ | 2,500 | $ | 23,482 |
• | Revenue growth of 15 to 20 percent over fiscal 2014. |
• | We anticipate earnings per share of $1.40 to $1.50. |
• | Capital expenditures are projected to be approximately $40 million. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
a) | Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. |
b) | Changes in internal controls: There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended May 31, 2014, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs | ||||||||
March 2, 2014 through March 29, 2014 | 1,867 | $ | 32.28 | — | 970,877 | |||||||
March 30, 2014 through April 26, 2014 | 4,675 | 31.41 | — | 970,877 | ||||||||
April 27, 2014 through May 31, 2014 | 127,588 | 31.47 | 27,665 | 943,212 | ||||||||
Total | 134,130 | $ | 31.57 | 27,665 | 943,212 |
(a) | The shares in this column include shares that were repurchased as part of our publicly announced program and in addition includes 106,465 shares that were surrendered to us by plan participants to satisfy stock-for-stock option exercises or withholding tax obligations related to stock-based compensation. |
(b) | In April 2003, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock, which was announced on April 10, 2003. In January 2008, the Board of Directors increased the authorization by 750,000 shares, which was announced on January 24, 2008. In October 2008, the Board of Directors increased the authorization by 1,000,000 shares, which was announced on October 8, 2008. The Company’s repurchase program does not have an expiration date. |
Item 6. | Exhibits |
10.1 | Form of Bonus Pool Award Agreement under the Apogee Enterprises, Inc. 2012 Executive Management Incentive Plan. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on May 5, 2014. |
10.2 | Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 2, 2011). Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on May 5, 2014. |
10.3 | Form of Performance Award Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on May 5, 2014. |
10.4 | Form of Retention Incentive Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed July 1, 2014. |
10.5 | Form of Evaluation-Based Retention Agreement under the Apogee Enterprises, Inc. 2012 Executive Management Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed July 1, 2014. |
10.6 | First Amendment, effective June 25, 2014 to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan. Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed July 1, 2014. |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101 | The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2014 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of May 31,2014 and March 1, 2014, (ii) the Consolidated Results of Operations for the three months ended May 31, 2014 and June 1, 2013, (iii) the Consolidated Statements of Comprehensive Earnings for the three months ended May 31, 2014 and June 1, 2013, (iv) the Consolidated Statements of Cash Flows for the three months ended May 31, 2014 and June 1, 2013, and (v) Notes to Consolidated Financial Statements. |
APOGEE ENTERPRISES, INC. | |||
Date: July 10, 2014 | By: /s/ Joseph F. Puishys | ||
Joseph F. Puishys President and Chief Executive Officer (Principal Executive Officer) |
Date: July 10, 2014 | By: /s/ James S. Porter | ||
James S. Porter Chief Financial Officer (Principal Financial and Accounting Officer) |
10.1 | Form of Bonus Pool Award Agreement under the Apogee Enterprises, Inc. 2012 Executive Management Incentive Plan. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on May 5, 2014. |
10.2 | Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 2, 2011). Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on May 5, 2014. |
10.3 | Form of Performance Award Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on May 5, 2014. |
10.4 | Form of Retention Incentive Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed July 1, 2014. |
10.5 | Form of Evaluation-Based Retention Agreement under the Apogee Enterprises, Inc. 2012 Executive Management Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed July 1, 2014. |
10.6 | First Amendment, effective June 25, 2014 to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan. Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed July 1, 2014. |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101 | The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2014 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of May 31, 2014 and March 1, 2014, (ii) the Consolidated Results of Operations for the three months ended May 31, 2014 and June 1, 2013, (iii) the Consolidated Statements of Comprehensive Earnings for the three months ended May 31, 2014 and June 1, 2013, (iv) the Consolidated Statements of Cash Flows for the three months ended May 31, 2014 and June 1, 2013, and (v) Notes to Consolidated Financial Statements. |
1. | I have reviewed this quarterly report on Form 10-Q of Apogee Enterprises, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Joseph F. Puishys | |
Joseph F. Puishys President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Apogee Enterprises, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ James S. Porter | |
James S. Porter Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Joseph F. Puishys | |
Joseph F. Puishys President and Chief Executive Officer | |
July 10, 2014 |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ James S. Porter | |
James S. Porter Chief Financial Officer | |
July 10, 2014 |
Marketable Securities (Details Textual) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
May 31, 2014
|
Mar. 01, 2014
|
|
Marketable Securities (Textual) [Abstract] | ||
Investments, Total | $ 10,800 | |
Short-term available for sale securities | 564 | 204 |
Available-for-sale Securities, Debt Securities, Noncurrent | 10,234 | 11,273 |
Greater Than or Equal to 12 Months, Fair Value | 3,737 | |
Greater Than or Equal to 12 Months, Unrealized Losses | $ (234) |
Segment Information Segment Information (Details Textual)
|
3 Months Ended |
---|---|
May 31, 2014
Reportable_Segment
Segment
|
|
Segment Information [Abstract] | |
Number of Reportable Segments | 4 |
Number of Operating Segments | 4 |
Debt (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | ||
---|---|---|---|
May 31, 2014
|
Jun. 01, 2013
|
Mar. 01, 2014
|
|
Debt (Textual) [Abstract] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000 | ||
Line of Credit Facility, Expiration Date | Nov. 20, 2018 | ||
Line of Credit Facility, Amount Outstanding | 0 | 0 | |
Minimum net worth required | 292,700 | ||
Net Worth | 356,700 | ||
Adjusted debt-to-EBITDA ratio | 0.28 | ||
Decrease in non-credit facility debt | 25,000 | ||
Excess of non credit facility debt on unrestricted cash balances, cash equivalents and short-term marketable securities available for sale | 15,000 | ||
Interest payments | 100 | 200 | |
Maximum [Member]
|
|||
Debt (Textual) [Abstract] | |||
Adjusted debt-to-EBITDA ratio | 3.00 | ||
Industrial Revenue Bonds [Member]
|
|||
Debt (Textual) [Abstract] | |||
Debt | 20,400 | ||
Notes Payable, Other Payables [Member]
|
|||
Debt (Textual) [Abstract] | |||
Debt | $ 300 |
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