CONFORMED COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended November 29, 1997 Commission File Number 0-6365
----------------- --------
APOGEE ENTERPRISES, INC.
--------------------------------------
(Exact Name of Registrant as Specified in Charter)
Minnesota 41-0919654
-------------------------- ------------------------
(State of Incorporation) (IRS Employer ID No.)
7900 Xerxes Avenue South, Suite 1800, Minneapolis, Minnesota 55431
-------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number (612) 835-1874
------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at December 31, 1997
- --------------------------------- --------------------------------
Common Stock, $.33-1/3 Par Value 27,798,190
-1-
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
FOR THE QUARTER ENDED NOVEMBER 29, 1997
Description Page
----------- ----
PART I
- ------
Item 1. Financial Statements
Consolidated Balance Sheets as of November 29, 1997
and March 1, 1997 3
Consolidated Results of Operations for the
Three Months and Nine Months Ended
November 29, 1997 and November 30, 1996 4
Consolidated Statements of Cash Flows for
the Nine Months Ended November 29, 1997 and November 30, 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
PART II Other Information
- -------
Item 6. Exhibits 11
Exhibit Index 13
Exhibit 11 14
Exhibit 27 (EDGAR filing only)
-2-
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
November 29, March 1,
1997 1997
------------- --------------
ASSETS
Current assets
Cash and cash equivalents (including restricted funds of
$-0- and $208, respectively) $ 3,009 $ 4,065
Receivables, net of allowance for doubtful accounts 186,489 204,259
Inventories 65,917 58,261
Costs and earnings in excess of billings on uncompleted
contracts 19,361 25,653
Refundable income taxes - 1,004
Deferred tax assets 11,149 4,486
Other current assets 5,165 7,466
------------- --------------
Total current assets 291,090 305,194
------------- --------------
Property, plant and equipment, net 128,992 118,799
Marketable securities - available for sale 27,269 19,656
Investments 934 738
Intangible assets, at cost less accumulated amortization 51,401 52,451
Deferred tax assets 2,890 1,090
Other assets 2,250 3,036
------------- --------------
Total assets $504,826 $500,964
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 68,942 $ 73,325
Accrued expenses 69,203 61,435
Billings in excess of costs and earnings on uncompleted
contracts 34,575 40,154
Current installments of long-term debt 1,671 1,707
------------- --------------
Total current liabilities 174,391 176,621
------------- --------------
Long-term debt 136,151 127,640
Other long-term liabilities 22,894 24,554
Shareholders' equity
Common stock, $.33-1/3 par value; authorized 50,000,000
shares; issued and outstanding 27,897,000 and 27,882,000
shares, respectively 9,299 9,294
Additional paid-in capital 39,208 34,686
Retained earnings 125,088 129,424
Cumulative translation adjustment and unearned
compensation (2,205) (1,255)
------------- --------------
Total shareholders' equity 171,390 172,149
------------- --------------
Total liabilities and shareholders' equity $504,826 $500,964
============= ==============
See accompanying notes to consolidated financial statements.
-3-
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED RESULTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
NOVEMBER 29, 1997 AND NOVEMBER 30, 1996
(Thousands of Dollars Except Share and Per Share Amounts)
Three Months Ended Nine Months Ended
------------------------------- ------------------------------
November 29, November 30, November 29, November 30,
1997 1996 1997 1996
------------- -------------- ------------- -------------
Net sales $ 250,946 $ 228,781 $ 748,800 $ 710,543
Cost of sales 208,924 187,356 612,245 585,298
------------- -------------- ------------- -------------
Gross profit 42,022 41,425 136,555 125,245
Selling, general and
administrative expenses 32,560 28,942 97,134 87,881
Provision for restructuring
and other unusual items 26,031 - 26,031 -
------------- -------------- ------------- -------------
Operating income (loss) (16,569) 12,483 13,390 37,364
Interest expense, net 1,510 1,912 5,569 6,168
------------- -------------- ------------- -------------
Earnings (loss) before
income taxes and other
items below (18,079) 10,571 7,821 31,196
Income taxes (7,894) 3,667 1,171 11,250
Equity in net loss of
affiliated companies 250 - 654 60
Minority interest - (698) - (672)
------------- -------------- ------------- -------------
Net earnings (loss) $ (10,435) $ 7,602 $ 5,996 $ 20,558
============= ============== ============= =============
Earnings (loss) per share $(0.37) $ 0.27 $0.21 $0.74
============= ============== ============= =============
Weighted average number of
common shares and common
share equivalents outstanding 28,545,000 28,053,000 28,499,000 27,910,000
============= ============== ============= =============
Cash dividends per common share $0.050 $ 0.045 $0.140 $0.125
============= ============== ============= =============
See accompanying notes to consolidated financial statements.
-4-
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED NOVEMBER 29, 1997 AND NOVEMBER 30, 1996
(Thousands of Dollars)
1997 1996
----------- -----------
OPERATING ACTIVITIES
Net earnings $ 5,996 $ 20,558
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization 18,394 17,395
Provision benefit for losses on accounts receivable (282) 1,492
Deferred income taxes (8,463) 486
Provision for restructuring and
and other unusual items 26,030 -
Foreign currency translation loss 4,097 -
Minority interest - (672)
Equity in net loss of affiliated companies 654 60
Other, net 1,036 1,071
Changes in operating assets and liabilities, net of
effect of acquisitions
Receivables 4,761 (36,936)
Inventories (7,544) (4,563)
Costs and earnings in excess of billings on
uncompleted contracts 6,017 3,204
Other current assets 2,314 (356)
Accounts payable and accrued expenses (1) (10,994) 28,615
Billings in excess of costs and earnings on
uncompleted contracts (5,579) 23,047
Accrued income taxes 1,754 2,897
Other long-term liabilities (2,345) 3,830
--------------- -------------
Net cash provided by operating activities 35,846 60,128
--------------- -------------
INVESTING ACTIVITIES
Capital expenditures (27,998) (22,512)
Acquisition of businesses, net of cash acquired (1) (537) (28,969)
Increase in marketable securities (7,462) (4,896)
Proceeds from sale of property and equipment 768 1,889
Other, net (1,186) (649)
--------------- -------------
Net cash used in investing activities (36,415) (55,137)
--------------- -------------
FINANCING ACTIVITIES
Payments on long-term debt (1,114) (6,700)
Proceeds from issuance of long-term debt 9,589 -
Repurchase and retirement of common stock (7,149) (1,396)
Proceeds from issuance of common stock 4,112 3,380
Dividends paid (3,876) (3,555)
--------------- -------------
Net cash provided by financing activities 1,562 (8,271)
--------------- -------------
Increase (decrease) in cash and cash equivalents before
effect of exchange rate changes on cash 993 (3,280)
Effect of exchange rate changes on cash (2,049) -
--------------- -------------
Decrease in cash and cash equivalents (1,056) (3,280)
Cash at beginning of period 4,065 7,389
--------------- -------------
Cash at end of period $ 3,009 $ 4,109
=============== =============
(1) In 1996, the estimated cost of the Marcon and Viratec acquisition,
subsequently determined in January 1997, was included in investing
activities and was offset by an increase in accrued expenses in operating
activities.
See accompanying notes to consolidated financial statements.
-5-
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Principles of Consolidation
---------------------------
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
November 29, 1997 and March 1, 1997, and the results of operations for the
three months and nine months ended November 29, 1997 and November 30, 1996
and cash flows for the nine months ended November 29, 1997 and November 30,
1996.
The financial statements and notes are presented as permitted by Form 10-Q
and do not contain certain information included in the Company's annual
consolidated financial statements and notes.
The results of operations for the nine-month period ended November 29, 1997
are not necessarily indicative of the results to be expected for the full
year.
Accounting period
-----------------
The Company's fiscal year ends on the Saturday closest to February 28. Each
interim quarter ends on the Saturday closest to the end of the months of
May, August and November.
2. Inventories
Inventories consist of the following:
November 29, March 1,
1997 1997
------------ ----------
Raw materials and supplies $16,998 $14,760
In process 4,233 3,863
Finished goods 44,686 39,638
---------- ----------
$65,917 $58,261
========== ==========
-6-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SALES AND EARNINGS
- ------------------
For the third quarter ended November 29, 1997, Apogee reported a net loss of
$10.4 million, or 37 cents per share, compared with net earnings of $7.6
million, or 27 cents per share, which reflects the Company's 2:1 stock split
effective February 14, 1997. The Company's third quarter results included a
nonrecurring after-tax charge of $16.0 million, or 56 cents per share, related
to the Building Products & Services segment's curtainwall operations. Excluding
that charge, Apogee had net earnings of $5.6 million, or 20 cents per share.
Sales for the period rose 10% to $250.9 million, up from $228.8 million a year
ago.
For the nine-month period ended November 29, 1997, Apogee's net earnings were
$6.0 million, or 21 cents per share, compared with $20.6 million, or 74 cents
per share, reported a year ago. Year-to-date net sales rose by 5% to $748.8
million.
The following table presents the percentage change in net sales and operating
income (loss) for the Company's three segments and on a consolidated basis, for
three and nine months when compared to the corresponding periods a year ago.
Three Months Ended Nine Months Ended
-------------------------------------------------------------------
Nov. 29, Nov. 30, % Nov. 29, Nov. 30, %
1997 1996 Chg 1997 1996 Chg
-------------------------------------------------------------------
NET SALES
Glass technologies $ 61,431 $ 50,133 23 $ 171,481 $ 143,876 19
Auto glass 83,971 73,553 14 271,524 236,400 15
Building products &
services 109,012 107,347 2 314,198 338,549 (7)
Eliminations (3,468) (2,252) 54 (8,403) (8,282) 1
-------------------------------------------------------------------
Total $ 250,946 $ 228,781 10 $ 748,800 $ 710,543 5
===================================================================
OPERATING INCOME (LOSS)
Glass technologies $ 8,228 $ 6,535 26 $ 21,412 $ 14,462 48
Auto glass 2,953 3,891 (24) 20,715 18,865 10
Building products &
services (27,473) 677 NM (28,113) 3,363 NM
Corporate and other (277) 1,380 NM (624) 674 NM
-------------------------------------------------------------------
Total $ (16,569) $ 12,483 NM $ 13,390 $ 37,364 (64)
===================================================================
Glass Technologies (GT)
- -----------------------
GT reported strong sales and earnings growth when compared to the same period a
year ago. Operating income rose 26% as sales increased 23%. Most of the
improvement came from Viracon, the segment's high-performance architectural
glass fabricator, which continued to experience strong product demand and
improved product mix. Tru Vue, the segment's custom picture framing glass unit,
also reported higher revenues and solid earnings, bolstered by sales in advance
of the retail holiday season.
Viratec Thin Films (Viratec) reported mixed results. Viratec continued to
operate its coating of curved glass surfaces cathodes ray tubes (CaRT) business
at a modest profit. As reported earlier, this operation will need to
significantly improve order levels in order to achieve adequate returns. During
the quarter, the unit added 50 percent additional capacity to its CaRT line.
Viratec's overall operating earnings failed to match those of the first half of
the year primarily due to reduced operating income in its flat glass coating
operation, which experienced production downtime due to ongoing capacity
expansion. By quarter-end, the coater had returned to productive operation with
additional capacity.
Based on its backlog and strong demand for its products, GT currently
anticipates year-over-year sales and earnings growth in the fourth quarter of
fiscal 1998.
-7-
Auto Glass (AG)
- ---------------
Sales for AG rose $10.4 million to $84.0 million, with about half of the sales
growth due to the fourth quarter fiscal 1997 acquisition of Portland Glass. The
segment's revenue growth continued to outpace the industry. Market data
indicated that unit demand for replacement auto glass in the U.S. fell
significantly year over year. Margin pressures intensified during the period,
particularly at the retail level. These pressures combined with higher selling
and administrative costs produced a 24 percent decline in operating income to
$3.0 million. Earnings results for the segment's distribution and fabrication
businesses were flat with a year ago. At November 29, 1997, the segment had 327
retail in 40 states.
The fourth quarter is the segment's seasonally weakest period and, if industry
trends do not improve the segment could lose $1.0 million or more in that
quarter. Meanwhile, the segment is taking action to reduce its cost structure,
particularly in its retail operations.
Building Products & Services (BPS)
- ----------------------------------
BPS reported a $27.5 million operating loss for the third quarter of fiscal 1998
compared with operating income of $0.7 million in the same period a year ago.
Segment sales increased 2 percent to $109.0 million. The operating loss was
primarily due to a $26.0 million pre-tax provision for restructuring and other
unusual items mainly related to the segment's international curtainwall
operations. Excluding the charge, international curtainwall operations still
posted an operating loss of $5.0 million, mainly due to foreign currency
translation losses in Malaysia, where the Company held retainage receivables
related to several projects, included the already completed Kuala Lumpur City
Centre, and due to additional cost overruns at one project in France. New
Construction's domestic curtainwall operations reported a solid operating profit
for the quarter, aided by the completion of the Getty Museum project. The Full
Service unit continued to produce solid earnings and the Architectural Products
group more than doubled its operating income from the prior year, benefiting
from higher sales and improved margins.
The $26.0 million pre-tax charge, which was announced by the Company in August
21, 1997 and November 21, 1997 press releases includes amounts for restructuring
of BPS's international curtainwall activities and other nonrecurring items
associated with the unit's European operations. The restructuring plan involves
the closing of the curtainwall unit's Asian offices and the rationalization of
its project management, engineering and European manufacturing capacity. The
charge for restructuring includes amounts for severance and termination benefits
for employees in France, Asia and the U.S., the write-down of property and
equipment and other long-term assets to their net realizable values, and for
other items such as lease termination costs. The provision also includes amounts
for the estimated loss associated with certain disputed construction contracts
receivable in Europe, including the accrual of certain penalty amounts, and the
accrual of costs associated with the resolution of legal proceedings related to
organizational changes in its European curtainwall unit.
The Company believes that overseas operating losses from curtainwall activities
will continue to adversely influence earnings comparisons in the near-term,
possibly resulting in operating losses in the fourth quarter for BPS. The
segment's noncurtainwall business units are currently expected to be profitable.
Backlog
- -------
On November 29, 1997, Apogee's consolidated backlog stood at $292 million, down
19 percent from a year ago and down 18 percent since the beginning of the year.
As expected, notable declines were reported for all regions of BPS's curtainwall
operations, with the unit's Asian and European backlogs down over 50 percent
from a year ago.
-8-
Consolidated
- ------------
The following table compares quarterly results with year ago results, as a
percentage of sales, for each caption.
Three Months Ended Nine Months Ended
----------------------- -----------------------
Nov. 29, Nov. 30, Nov. 29, Nov. 30,
1997 1996 1997 1996
----------------------- -----------------------
Net sales 100.0 100.0 100.0 100.0
Cost of sales 83.3 81.9 81.8 82.4
----------------------- -----------------------
Gross profit 16.7 18.1 18.2 17.6
Selling, general and administrative 13.0 12.7 13.0 12.4
expenses
Provision for restructuring and other
unusual items 10.4 - 3.5 -
----------------------- -----------------------
Operating income (loss) (6.6) 5.5 1.8 5.3
Interest expense, net 0.6 0.8 0.7 0.9
----------------------- -----------------------
Earnings (loss) before income taxes
and other items below (7.2) 4.6 1.0 4.4
Income taxes (3.1) 1.6 0.2 1.6
Equity in net loss of affiliated companies 0.1 - 0.1 -
Minority interest - (0.3) - (0.1)
----------------------- -----------------------
Net earnings (loss) (4.2) 3.3 0.8 2.9
======================= =======================
Income tax rate (43.7)% 34.7% 15.0% 36.1%
During the third quarter, productivity improvements at the Company's
manufacturing operations and stronger domestic curtainwall margins were more
than offset by poor margins at the Asian and European curtainwall operations.
The decline in the most recent period narrowed the gross margin improvement on a
year-to-date basis. The nine-month improvement also reflected the productivity
improvements at the Company's manufacturing operations and better domestic
curtainwall margins. In addition, the change in sales mix away from the lower-
margin curtainwall business also contributed to the improvement. The Company's
gross margin also benefited from notably lower property/casualty insurance
costs.
Selling, general and administrative expenses (SG&A) were flat for the first two
quarters of the fiscal year due to Companywide efforts to control such costs.
SG&A costs, however, were 10.5% higher than a year ago, reflecting the higher
commissions and profit sharing expenses for many of its businesses and increased
costs related to information systems upgrades and conversions throughout the
Company. Net interest expense fell during the quarter. Increased interest
income from investments held by the Company's captive insurance subsidiary and
lower interest rates on its revolver and uncommitted credit lines accounted for
the slight decline.
The effective income tax rate for the nine-month period fell to 15.0%, mainly
reflecting the marginal tax benefit associated with the third quarter charge
discussed above. In addition, results in the third quarter, exclusive of the
charge on an after-tax basis, benefited from a reduction in the Company's tax
rate caused by changes in the domestic and international jurisdictional mix of
the Company's operations and lower estimated full-year earnings.
Primarily due to the provision for restructuring and other unusual items and
poor operating results from international curtainwall operations, the Company
currently expects that it will not achieve fiscal 1997 net earnings.
Liquidity and Capital Resources
- -------------------------------
Working capital declined for the nine months ended November 29, 1997 primarily
due to lower receivables and costs and earnings in excess of billings, which was
partially offset by higher inventory levels, and
-9-
lower accounts payable, accrued expenses and billings in excess of costs and
earnings. This reduction in working capital combined with net earnings and
noncash charges to provide the Company with $36.8 million in cash from operating
activities.
Investing activities consumed $36.4 million through nine months of fiscal 1998.
Additions to property, plant and equipment totaled $28.0 million for the first
nine months of the fiscal year. Major components of these additions included
expenditures for manufacturing facilities expansion and upgrading of information
systems throughout the Company. The increase in investments held by the
Company's captive insurance subsidiary was $7.5 million.
Borrowing levels rose during the quarter. Total long-term debt, including
current installments, totaled $137.8 million. Debt represented 41.2% of invested
capital.
Through November 29,1997, the Company has repurchased 448,000 shares of common
stock for $7.2 million, while issuing 211,000 common shares under its stock-
based incentive plans. During the quarter, the Company raised its quarterly cash
dividend 11% to 5.0 cents per share, the 23rd consecutive year of increase.
CAUTIONARY STATEMENTS
- ---------------------
A number of factors should be considered in conjunction with any discussion of
operations or results by the Company or its representatives and any forward-
looking discussion, as well as comments contained in press releases,
presentations to securities analysts or investors, or other communications by
the Company.
These factors include, without limitation, changes in economic and market
conditions, factors related to competitive pricing, commercial building market
conditions, management of growth or restructuring of core business units,
expected cost savings from the restructuring cannot be fully realized or
realized within the expected timeframe, revenues following the restructuring are
lower than expected, costs or difficulties related to the operation of the
businesses or execution of the restructuring are greater than expected, the
realization of expected economies gained through expansion and information
systems technology, the impact of foreign currency markets and other factors set
forth in the cautionary statements filed as Exhibit 99 to the Company's
Form 10-K. The Company wishes to caution investors and other to review the
cautionary statements set forth in Exhibit 99 and that other factors may prove
to be important in affecting the Company's business or results of operations.
These cautionary statements should be considered in connection with this
Form 10-Q, including the forward-looking statements contained in the
Management's Discussion and Analysis of the Company's three business segments.
These cautionary statements are intended to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
-10-
PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
Exhibit 11. Statement of Determination of Common Shares and
Common Share Equivalents.
Exhibit 27. Financial Data Schedule (EDGAR filing only).
(b) Registrant filed a Current Report on Form 8-K, dated November 21, 1997,
updating information on the Company's third quarter provision for
restructuring and other unusual items related to its international
curtainwall operations.
-11-
CONFORMED COPY
SIGNATURES
Pursuant to the requirements 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.
APOGEE ENTERPRISES, INC.
Date: January 13, 1998 Donald W. Goldfus
---------------- ------------------------
Donald W. Goldfus
Chairman of the Board
Date: January 13, 1998 Terry L. Hall
---------------- ------------------------
Terry L. Hall
Vice President Finance and
Chief Financial Officer
-12-
EXHIBIT INDEX
Exhibit Page
------- ----
Exhibit 11 Statement of Determination of Common Shares
and Common Share Equivalents 14
Exhibit 27 Financial Data Schedule (EDGAR filing only) 15
-13-
EXHIBIT 11
STATEMENT OF DETERMINATION OF COMMON SHARES AND COMMON SHARE EQUIVALENTS
------------------------------------------------------------------------
Average No. of Common Shares Average No. of Common Shares
& Common Share Equivalents Assumed & Common Share Equivalents
to be Outstanding Assumed to be Outstanding
During the Three Months Ended: During the Nine Months Ended:
--------------------------------- ---------------------------------
November 29, November 30, November 29, November 30,
1997 1996 (c) 1997 1996 (c)
-------------- -------------- -------------- --------------
Weighted average number of
common shares outstanding (a) 27,865,701 27,344,264 27,844,744 27,281,696
-------------- -------------- -------------- --------------
Common share equivalents
resulting from the assumed
exercise of stock options (b) 679,378 709,230 653,791 628,568
-------------- -------------- -------------- --------------
Total primary common shares
and common share equivalents 28,545,079 28,053,494 28,498,535 27,910,264
============== ============== ============== ==============
(a) Beginning balance of common stock adjusted for changes in amount
outstanding, weighted by the elapsed portion of the period during which the
shares were outstanding.
(b) Common share equivalents computed by the "treasury" method. Share amounts
represent the dilutive effect of outstanding stock options which have an
option value below the average market value for the current period.
(c) Restated to reflect the stock split, effected in the form of a 100% stock
dividend, issued in February 1997.
-14-
5
1,000
3-MOS
FEB-28-1998
AUG-31-1997
NOV-29-1997
3,009
27,269
193,130
6,641
65,917
291,090
262,151
133,159
504,826
174,391
0
0
0
9,299
162,091
504,826
250,946
250,946
208,924
33,195
26,031
(635)
1,510
(18,079)
(7,894)
(10,435)
0
0
0
(10,435)
(0.37)
(0.37)
