Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________ 
FORM 10-Q
 _________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 1, 2018
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number: 0-6365
_________________________________ 
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
 _________________________________
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)
Registrant’s telephone number, including area code: (952) 835-1874
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_________________________________ 
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.    x  Yes    o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x  Yes    o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
 
 
 
Non-accelerated filer
 
o
  
Smaller reporting company
 
o
 
 
 
 
 
 
 
Emerging growth company
 
o
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o  Yes    x  No
As of October 8, 2018, 28,182,387 shares of the registrant’s common stock, par value $0.33 1/3 per share, were outstanding.
 


Table of Contents

APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
 
  
 
Page
PART I
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 

3

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements

CONSOLIDATED BALANCE SHEETS
(unaudited)
In thousands, except stock data
 
September 1, 2018
 
March 3, 2018
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
18,113

 
$
19,359

Receivables, net of allowance for doubtful accounts
 
200,770

 
211,852

Inventories
 
81,933

 
80,908

Costs and earnings on contracts in excess of billings
 
44,585

 
4,120

Other current assets
 
15,792

 
20,039

Total current assets
 
361,193

 
336,278

Property, plant and equipment, net
 
308,314

 
304,063

Restricted cash
 
17,852

 

Goodwill
 
186,522

 
180,956

Intangible assets
 
157,991

 
167,349

Other non-current assets
 
41,745

 
33,674

Total assets
 
$
1,073,617

 
$
1,022,320

Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
75,630

 
$
68,416

Accrued payroll and related benefits
 
32,254

 
36,646

Accrued self-insurance reserves
 
6,718

 
10,933

Billings on contracts in excess of costs and earnings
 
24,907

 
12,461

Other current liabilities
 
69,707

 
79,696

Total current liabilities
 
209,216

 
208,152

Long-term debt
 
224,881

 
215,860

Long-term self-insurance reserves
 
18,918

 
16,307

Other non-current liabilities
 
81,746

 
70,646

Commitments and contingent liabilities (Note 8)
 

 

Shareholders’ equity
 
 
 
 
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,260,214 and 28,158,042 respectively
 
9,420

 
9,386

Additional paid-in capital
 
155,898

 
152,763

Retained earnings
 
402,619

 
373,259

Common stock held in trust
 
(842
)
 
(922
)
Deferred compensation obligations
 
842

 
922

Accumulated other comprehensive loss
 
(29,081
)
 
(24,053
)
Total shareholders’ equity
 
538,856

 
511,355

Total liabilities and shareholders’ equity
 
$
1,073,617

 
$
1,022,320


See accompanying notes to consolidated financial statements.

4

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
In thousands, except per share data
 
September 1, 2018
 
September 2, 2017
 
September 1,
2018
 
September 2,
2017
Net sales
 
$
362,133

 
$
343,907

 
$
698,664

 
$
616,214

Cost of sales
 
277,667

 
257,906

 
533,468

 
459,919

Gross profit
 
84,466

 
86,001

 
165,196

 
156,295

Selling, general and administrative expenses
 
55,806

 
58,227

 
114,542

 
104,415

Operating income
 
28,660

 
27,774

 
50,654

 
51,880

Interest income
 
680

 
117

 
910

 
284

Interest expense
 
2,624

 
1,650

 
4,573

 
2,095

Other income, net
 
217

 
77

 
196

 
256

Earnings before income taxes
 
26,933

 
26,318

 
47,187

 
50,325

Income tax expense
 
6,420

 
8,909

 
11,300

 
16,813

Net earnings
 
$
20,513

 
$
17,409

 
$
35,887

 
$
33,512

Earnings per share - basic
 
$
0.73

 
$
0.60

 
$
1.28

 
$
1.16

Earnings per share - diluted
 
$
0.72

 
$
0.60

 
$
1.26

 
$
1.16

Weighted average basic shares outstanding
 
28,128

 
28,850

 
28,127

 
28,850

Weighted average diluted shares outstanding
 
28,379

 
28,908

 
28,377

 
28,885


See accompanying notes to consolidated financial statements.

5

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
September 1,
2018
 
September 2,
2017
Net earnings
 
$
20,513

 
$
17,409

 
$
35,887

 
$
33,512

Other comprehensive (loss) earnings:
 
 
 
 
 
 
 
 
Unrealized (loss) gain on marketable securities, net of ($11), $17, ($9) and $50 of tax (benefit) expense, respectively
 
(42
)
 
30

 
(32
)
 
92

Unrealized loss on foreign currency hedge, net of $17, $-, $109 and $- of tax benefit, respectively
 
(55
)
 

 
(359
)
 

Foreign currency translation adjustments
 
(3,383
)
 
15,207

 
(3,900
)
 
14,490

Other comprehensive (loss) earnings
 
(3,480
)
 
15,237

 
(4,291
)
 
14,582

Total comprehensive earnings
 
$
17,033

 
$
32,646

 
$
31,596

 
$
48,094



See accompanying notes to consolidated financial statements.

6

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
Operating Activities
 
 
 
 
Net earnings
 
$
35,887

 
$
33,512

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
26,457

 
25,062

Share-based compensation
 
3,119

 
3,063

Deferred income taxes
 
6,061

 
(751
)
Gain on disposal of assets
 
(815
)
 
(37
)
Proceeds from New Markets Tax Credit transaction, net of deferred costs
 
6,052

 

Other, net
 
(682
)
 
(1,168
)
Changes in operating assets and liabilities:
 
 
 
 
Receivables
 
10,598

 
8,683

Inventories
 
2,747

 
(7,072
)
Costs and earnings on contracts in excess of billings
 
(39,191
)
 
235

Accounts payable and accrued expenses
 
(15,409
)
 
(33,982
)
Billings on contracts in excess of costs and earnings
 
12,449

 
4,819

Refundable and accrued income taxes
 
2,130

 
7,079

Other, net
 
(1,474
)
 
1,366

Net cash provided by operating activities
 
47,929

 
40,809

Investing Activities
 
 
 
 
Capital expenditures
 
(24,241
)
 
(26,825
)
Proceeds from sales of property, plant and equipment
 
774

 
64

Acquisition of business, net of cash acquired
 

 
(184,826
)
Purchases of marketable securities
 
(9,066
)
 
(5,436
)
Sales/maturities of marketable securities
 
4,943

 
4,271

Other, net
 
(2,209
)
 
1,099

Net cash used in investing activities
 
(29,799
)
 
(211,653
)
Financing Activities
 
 
 
 
Borrowings on line of credit
 
205,000

 
284,200

Payments on line of credit
 
(196,500
)
 
(94,000
)
Shares withheld for taxes, net of stock issued to employees
 
(1,431
)
 
(1,612
)
Repurchase and retirement of common stock
 

 
(10,833
)
Dividends paid
 
(8,823
)
 
(7,994
)
Other
 
496

 
1,759

Net cash (used in) provided by financing activities
 
(1,258
)
 
171,520

Increase in cash and cash equivalents
 
16,872

 
676

Effect of exchange rates on cash
 
(266
)
 
1,555

Cash, cash equivalents and restricted cash at beginning of year
 
19,359

 
27,297

Cash, cash equivalents and restricted cash at end of period
 
$
35,965

 
$
29,528

Noncash Activity
 
 
 
 
Capital expenditures in accounts payable
 
$
1,756

 
$
1,196


See accompanying notes to consolidated financial statements.

7

Table of Contents

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(unaudited)
In thousands
 
Common Shares Outstanding
 
Common Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Common Stock Held in Trust
 
Deferred Compensation Obligation
 
Accumulated Other Comprehensive (Loss) Income
Balance at March 3, 2018
 
28,158

 
$
9,386

 
$
152,763

 
$
373,259

 
$
(922
)
 
$
922

 
$
(24,053
)
Cumulative effect adjustment (see Note 1)
 

 

 

 
2,999

 

 

 

Reclassification of tax effects (see Note 1)
 

 

 

 
737

 

 

 
(737
)
Net earnings
 

 

 

 
35,887

 

 

 

Unrealized loss on marketable securities, net of $9 tax benefit
 

 

 

 

 

 

 
(32
)
Unrealized loss on foreign currency hedge, net of $109 tax benefit
 

 

 

 

 

 

 
(359
)
Foreign currency translation adjustments
 

 

 

 

 

 

 
(3,900
)
Issuance of stock, net of cancellations
 
125

 
42

 
72

 

 
80

 
(80
)
 

Share-based compensation
 

 

 
3,119

 

 

 

 

Exercise of stock options
 
19

 
6

 
177

 

 

 

 

Other share retirements
 
(42
)
 
(14
)
 
(233
)
 
(1,440
)
 

 

 

Cash dividends
 

 

 

 
(8,823
)
 

 

 

Balance at September 1, 2018
 
28,260

 
$
9,420

 
$
155,898

 
$
402,619

 
$
(842
)
 
$
842

 
$
(29,081
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at March 4, 2017
 
28,680

 
$
9,560

 
$
150,111

 
$
341,996

 
$
(875
)
 
$
875

 
$
(31,090
)
Net earnings
 

 

 

 
33,512

 

 

 

Unrealized gain on marketable securities, net of $50 tax expense
 

 

 

 

 

 

 
92

Foreign currency translation adjustments
 

 

 

 

 

 

 
14,490

Issuance of stock, net of cancellations
 
107

 
36

 
83

 

 
(22
)
 
22

 

Share-based compensation
 

 

 
3,063

 

 

 

 

Exercise of stock options
 
100

 
34

 
801

 

 

 

 

Share repurchases
 
(200
)
 
(67
)
 
(1,091
)
 
(9,675
)
 

 

 

Other share retirements
 
(45
)
 
(15
)
 
(256
)
 
(2,216
)
 

 

 

Cash dividends
 

 

 

 
(7,994
)
 

 

 

Balance at September 2, 2017
 
28,642

 
$
9,548

 
$
152,711

 
$
355,623

 
$
(897
)
 
$
897

 
$
(16,508
)


See accompanying notes to consolidated financial statements.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.
Summary of Significant Accounting Policies

Basis of presentation
The consolidated financial statements of Apogee Enterprises, Inc. (we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States. The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended March 3, 2018. We use the same accounting policies in preparing quarterly and annual financial statements. All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature. The results of operations for the six-month period ended September 1, 2018 are not necessarily indicative of the results to be expected for the full year.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the consolidated results of operations.

Significant accounting policies update
Our significant accounting policies are included in Note 1 "Summary of Significant Accounting Policies and Related Data" of our Annual Report on Form 10-K for the year ended March 3, 2018. On March 4, 2018, we adopted ASC 606, Revenue from Contracts with Customers, and as a result, made updates to our significant accounting policy for revenue recognition.

We generate revenue from the design, engineering and fabrication of architectural glass, curtainwall, window, storefront and entrance systems, and from installing those products on commercial buildings. We also manufacture value-added glass and acrylic 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.

In the current year-to-date period, approximately 46 percent of our total revenue is recognized at the time products are shipped from our manufacturing facilities, which is when control is transferred to our customer, consistent with past practices. 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.

We also have three businesses which operate under long-term, fixed-price contracts, representing approximately 34 percent of our total revenue in the current year. This includes one business which changed revenue recognition practices due to the adoption of the new guidance, moving from recognizing revenue at shipment to an over-time method of revenue recognition. The contracts 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 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 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 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 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.


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Table of Contents

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.

Finally, we have one business, making up approximately 20 percent of our total revenue in the current year, that recognizes revenue 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 period. We believe this over-time output method of recognizing revenue reasonably depicts the fulfillment of our performance obligations under our contracts. Previously, this business recognized revenue at the time of shipment. 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.

As outlined within the new accounting guidance, we elected several practical expedients in our transition to ASC 606:
We have made an accounting policy election to account for shipping and handling activities that occur after control of the related goods transfers to the customer as fulfillment activities, instead of assessing such activities as performance obligations.
We have made an accounting policy election to exclude from the transaction price all sales taxes related to revenue-producing transactions that are collected from the customer for a government authority.
We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are included in selling, general and administrative expenses.
We have not adjusted contract price for a significant financing component, as we expect the period between when our goods and services are transferred to the customer and when the customer pays for those goods and services to be less than a year.

Adoption of new accounting standards
We adopted the new guidance in ASC 606 using the modified retrospective transition method applied to those contracts which were not complete as of March 4, 2018. Prior period amounts were not adjusted and therefore continue to be reported in accordance with the accounting guidance and our accounting policies in effect for those periods.

Representing the cumulative effect of adopting ASC 606, we recorded a $3.0 million increase to the opening balance of retained earnings as of March 4, 2018. For the quarter and six month periods ending September 1, 2018, the application of the new accounting guidance had the following impact on our consolidated financial statements:
 
 
Three Months Ended September 1, 2018
 
Six Months Ended September 1, 2018
In thousands
 
As reported
 
Without adoption of ASC 606
 
As reported
 
Without adoption of ASC 606
Net sales
 
$
362,133

 
$
359,584

 
$
698,664

 
$
686,835

Cost of sales
 
277,667

 
276,058

 
533,468

 
524,715

    Gross profit
 
84,466

 
83,526

 
165,196

 
162,120

Selling, general and administrative expenses
 
55,806

 
55,481

 
114,542

 
113,868

    Operating income
 
$
28,660

 
$
28,045

 
$
50,654

 
$
48,252

 
 
 
 
 
 
 
 
 
Income tax expense
 
$
6,420

 
$
6,274

 
$
11,300

 
$
10,726

Net earnings
 
20,513

 
20,044

 
35,887

 
34,059

 
 
 
 
 
 
 
 
 
 
 
 
 
September 1, 2018
 
 
 
 
 
 
As reported
 
Without adoption of ASC 606
Inventories
 
 
 
 
 
$
81,933

 
$
90,006

Costs and earnings on contracts in excess of billings
 
 
 
 
 
44,585

 
16,943

Billings on contracts in excess of costs and earnings
 
 
 
 
 
24,907

 
23,657

Other current liabilities
 
 
 
 
 
69,707

 
68,373

Retained earnings
 
 
 
 
 
402,619

 
407,446


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These changes are primarily a result of the transition of certain of our businesses from recognizing revenue at the time of shipment to over-time methods of revenue recognition.

In the first quarter of fiscal 2019, we elected to early adopt ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This standard permits a company to reclassify the disproportionate income tax effects of the 2017 Tax Cuts and Jobs Act on items within accumulated other comprehensive income ("AOCI") to retained earnings. The FASB refers to these amounts as “stranded tax effects.” As a result of this adoption, we reclassified income tax effects of $0.7 million resulting from tax reform from AOCI to retained earnings following a portfolio approach. These stranded tax effects are derived from the deferred tax balances on our pension obligations as a result of the lower U.S. federal corporate tax rate.

Accounting standards not yet adopted
In February 2016, the FASB issued ASU 2016-02, Leases, which provides for comprehensive changes to lease accounting. The standard requires that a lessee recognize a lease obligation liability and a right-to-use asset for virtually all leases of property, plant and equipment, subsequently amortized over the lease term. The new standard is effective for fiscal years beginning after December 15, 2018, our fiscal year 2020. In July 2018, the FASB issued an additional update which allows an entity the option to adopt the guidance on a modified retrospective basis. Under the modified retrospective approach, which we plan to adopt in implementing the new guidance, an entity would recognize a cumulative effect adjustment of initially applying the guidance to the opening balance of retained earnings in the period of adoption. Prior period amounts will not be adjusted.

We are in the process of analyzing our lease arrangements and we have begun evaluating potential changes to our business processes, systems and controls that are needed to support recognition and disclosure under this new standard. We expect that the adoption of this standard will result in reflecting a material right-of-use asset and lease liability on our consolidated balance sheet. We do not currently expect this standard to have a significant impact on our consolidated results of operations.

Subsequent events
We have evaluated subsequent events for potential recognition and disclosure through the date of this filing. Subsequent to the end of the quarter, in October 2018, we purchased 200,000 shares of stock under our authorized share repurchase program, at a total cost of $8.3 million. Also in October 2018, the Board of Directors increased our repurchase authorization by 2,000,000 shares, bringing the total remaining repurchase authority under this program to 3,040,068 shares.

2.
Acquisition

EFCO
On June 12, 2017, we acquired 100 percent of the stock of EFCO Corporation, a privately held U.S. manufacturer of architectural aluminum window, curtainwall, storefront and entrance systems for commercial construction projects, for $192 million in cash. The acquisition was funded through our committed revolving credit facility, with $7.5 million of the purchase price payable in equal installments over the subsequent three years. EFCO's results of operations have been included in our consolidated financial statements and within the Architectural Framing Systems segment since the date of acquisition.

The assets and liabilities of EFCO were recorded in our consolidated balance sheet as of the acquisition date, at their respective fair values. Fair value is estimated based on one or a combination of income, cost and/or market approaches, as determined based on the nature of the asset or liability, and the level of inputs available. With respect to assets and liabilities, the determination of fair value requires management to make subjective judgments as to projections of future operating performance, the appropriate discount rate to apply, long-term growth rates, etc. (i.e. - unobservable inputs classified as Level 3 inputs under the fair value hierarchy described in Note 5), which affect the amounts recorded in the purchase price allocation. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected continued growth and development of EFCO. The purchase price allocation that follows is based on the estimated fair values of assets acquired and liabilities assumed, which was finalized in the first quarter of fiscal 2019:
In thousands
 
Net working capital
$
1,422

Property, plant and equipment
44,641

Goodwill
90,429

Other intangible assets
71,500

Less: Long-term liabilities acquired, net
17,643

Net assets acquired
$
190,349


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Other intangible assets reflect the following:
In thousands
 
Estimated fair value
 
Estimated useful life (in years)
Customer relationships
 
$
34,800

 
16
Tradename
 
32,400

 
Indefinite
Backlog
 
4,300

 
1.5
 
 
$
71,500

 
 

The following table sets forth certain unaudited pro forma consolidated data for the second quarter and six-month periods of fiscal 2019 and 2018, as if the EFCO acquisition had been consummated pursuant to its same terms at the beginning of the fiscal year preceding the acquisition date.
 
 
Three Months Ended
 
Six Months Ended
In thousands, except per share data
 
September 1, 2018
 
September 2, 2017
 
September 1, 2018
 
September 2, 2017
Net sales
 
$
362,133

 
$
351,988

 
$
698,664

 
$
696,039

Net earnings
 
21,069

 
20,312

 
36,639

 
37,528

Earnings per share
 
 
 
 
 
 
 
 
Basic
 
0.75

 
0.70

 
1.30

 
1.30

Diluted
 
0.74

 
0.70

 
1.29

 
1.30


We have provided this unaudited pro forma information for comparative purposes only. This information does not necessarily reflect what the combined results of operations actually would have been had the acquisitions occurred at the beginning of fiscal year 2017. The information does not reflect the effect of any synergies or integration costs that we expect to result from the acquisition.

3.
Revenue, Receivables and Contract Assets and Liabilities

Revenue
The following table disaggregates total revenue by timing of recognition (see Note 13 for disclosure of revenue by segment):
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 1, 2018
Recognized at shipment
 
$
166,534

 
$
323,401

Recognized over time
 
195,599

 
375,263

Total
 
$
362,133

 
$
698,664


Receivables
Trade and construction accounts receivable consist of amounts billed and due from customers. The amounts due are stated at their estimated net realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. This allowance is based on an assessment of customer creditworthiness, historical payment experience and the age of outstanding receivables. 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.
In thousands
 
September 1, 2018
 
March 3, 2018
Trade accounts
 
$
153,220

 
$
157,562

Construction contracts
 
17,462

 
26,545

Construction contracts - retainage
 
31,819

 
26,388

Other receivables
 

 
2,887

Total receivables
 
202,501

 
213,382

Less: allowance for doubtful accounts
 
(1,731
)
 
(1,530
)
Net receivables
 
$
200,770

 
$
211,852



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Contract assets and liabilities
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. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts. Retainage is classified within receivables and deferred revenue is classified within other current liabilities on our consolidated balance sheets.

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, and retainage is withheld by the customer until the project reaches a level of completion where amounts are released.
In thousands
 
September 1, 2018
 
March 3, 2018
Contract assets
 
$
76,404

 
$
30,508

Contract liabilities
 
31,623

 
20,120


The increase in contract assets was due to additional businesses recognizing revenue in advance of billings, as a result of changing accounting policies for revenue recognition upon adoption of ASC 606. The increase in contract liabilities was due to timing of project activity within our businesses that operate under long-term contracts.

In the first six months of fiscal 2019, we recognized revenue of $10.4 million related to contract liabilities at March 4, 2018, and revenue of $3.8 million related to performance obligations satisfied in previous periods due to changes in contract estimates. For the second quarter of fiscal 2019, we recognized revenue of $1.3 million related to contract liabilities at March 4, 2018, and revenue of $1.5 million related to performance obligations satisfied in previous periods due to changes in contract estimates.

Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that timeframe. Generally these contracts are in our businesses with long-term contracts which recognize revenue over time. As of September 1, 2018, the transaction price associated with unsatisfied performance obligations was approximately $695.1 million. The performance obligations are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:
In thousands
 
September 1, 2018
Within one year
 
$
462,097

Within two years
 
222,677

Beyond
 
10,313

Total
 
$
695,087


4.
Supplemental Balance Sheet Information

Inventories
In thousands
 
September 1, 2018
 
March 3, 2018
Raw materials
 
$
42,629

 
$
35,049

Work-in-process
 
18,263

 
17,406

Finished goods
 
21,041

 
28,453

Total inventories
 
$
81,933

 
$
80,908


Other current liabilities
In thousands
 
September 1, 2018
 
March 3, 2018
Warranties
 
$
15,058

 
$
18,110

Acquired contract liabilities
 
21,269

 
26,422

Deferred revenue
 
7,310

 
7,659

Other
 
26,070

 
27,505

Total other current liabilities
 
$
69,707

 
$
79,696


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Other non-current liabilities
In thousands
 
September 1, 2018
 
March 3, 2018
Deferred benefit from New Market Tax Credit transactions
 
$
23,260

 
$
16,708

Retirement plan obligations
 
8,997

 
8,997

Deferred compensation plan
 
12,003

 
10,730

Other
 
37,486

 
34,211

Total other non-current liabilities
 
$
81,746

 
$
70,646


5.
Financial Instruments

Marketable securities
We hold the following available-for-sale marketable securities, made up of municipal and corporate bonds: 
In thousands
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated
Fair Value
September 1, 2018
 
13,368

 
15

 
(186
)
 
13,197

March 3, 2018
 
9,183

 
8

 
(138
)
 
9,053


We have a wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), which holds these municipal and corporate bonds. 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, which are generally high-quality municipal and corporate bonds, for the purpose of providing collateral for Prism’s obligations under the reinsurance agreements.

The amortized cost and estimated fair values of municipal bonds at September 1, 2018, 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. 
In thousands
 
Amortized Cost
 
Estimated Fair Value
Due within one year
 
$
543

 
$
539

Due after one year through five years
 
7,897

 
7,797

Due after five years through 10 years
 
3,811

 
3,751

Due after 10 years through 15 years
 
200

 
200

Due beyond 15 years
 
917

 
910

Total
 
$
13,368

 
$
13,197


Fair value measurements
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 financial assets or liabilities.

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In thousands
 
Quoted Prices in
Active Markets
(Level 1)
 
Other Observable Inputs (Level 2)
 
Total Fair Value
September 1, 2018
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
Money market funds
 
$
3,168

 
$

 
$
3,168

Commercial paper
 

 
800

 
800

Total cash equivalents
 
3,168

 
800

 
3,968

Short-term securities
 
 
 
 
 
 
Municipal and corporate bonds
 

 
539

 
539

Long-term securities
 
 
 
 
 
 
Municipal and corporate bonds
 

 
12,658

 
12,658

Total assets at fair value
 
$
3,168

 
$
13,997

 
$
17,165

March 3, 2018
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
Money market funds
 
$
2,901

 
$

 
$
2,901

Commercial paper
 

 
400

 
400

Total cash equivalents
 
2,901

 
400

 
3,301

Short-term securities
 
 
 
 
 
 
Municipal and corporate bonds
 

 
423

 
423

Long-term securities
 
 
 
 
 
 
Municipal and corporate bonds
 

 
8,630

 
8,630

Total assets at fair value
 
$
2,901

 
$
9,453

 
$
12,354


Cash equivalents
Fair value of money market funds was determined based on quoted prices for identical assets in active markets. Commercial paper was measured at fair value using inputs based on quoted prices for similar securities in active markets.

Short- and long-term securities
Mutual funds were measured at fair value based on quoted prices for identical assets in active markets. Municipal and corporate bonds were measured at fair value based on market prices from recent trades of similar securities and are classified as short-term or long-term based on maturity date.

Foreign currency instruments
We periodically enter into forward purchase foreign currency contracts, generally with an original maturity date of less than one year, to hedge foreign currency exchange rate risk. As of September 1, 2018, we held foreign exchange forward contracts with a U.S. dollar notional value of $25.0 million, with the objective of reducing the exposure to fluctuations in the Canadian dollar and the Euro. The fair value of these contracts was a liability of $0.2 million as of September 1, 2018. These forward contracts are measured at fair value using unobservable market inputs, such as quotations on forward foreign exchange points and foreign currency exchange rates, and would be classified as Level 2 within the fair value hierarchy above.


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6.
Goodwill and Other Identifiable Intangible Assets

The carrying amount of goodwill attributable to each reporting segment was:  
In thousands
 
Architectural Framing Systems
 
Architectural Glass
 
Architectural Services
 
Large-Scale
Optical
 
Total
Balance at March 4, 2017
 
$
63,701

 
$
25,956

 
$
1,120

 
$
10,557

 
$
101,334

Goodwill acquired
 
84,162

 

 

 

 
84,162

Goodwill adjustments for purchase accounting

 
(5,859
)
 

 

 

 
(5,859
)
Foreign currency translation
 
1,304

 
15

 

 

 
1,319

Balance at March 3, 2018
 
143,308

 
25,971

 
1,120

 
10,557

 
180,956

Goodwill adjustments for purchase accounting

 
6,267

 

 

 

 
6,267

Foreign currency translation
 
(442
)
 
(259
)
 

 

 
(701
)
Balance at September 1, 2018
 
$
149,133

 
$
25,712

 
$
1,120

 
$
10,557

 
$
186,522


The gross carrying amount of other intangible assets and related accumulated amortization was:
In thousands
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Foreign
Currency
Translation
 
Net
September 1, 2018
 
 
 
 
 
 
 
 
Definite-lived intangible assets:
 
 
 
 
 
 
 
 
Customer relationships
 
$
122,816

 
$
(23,472
)
 
$
(1,184
)
 
$
98,160

Other intangibles
 
41,697

 
(30,258
)
 
(483
)
 
10,956

Total definite-lived intangible assets
 
164,513

 
(53,730
)
 
(1,667
)
 
109,116

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
Trademarks
 
49,077

 

 
(202
)
 
48,875

Total intangible assets
 
$
213,590

 
$
(53,730
)
 
$
(1,869
)
 
$
157,991

March 3, 2018
 
 
 
 
 
 
 
 
Definite-lived intangible assets:
 
 
 
 
 
 
 
 
Customer relationships
 
$
122,816

 
$
(20,277
)
 
$
(56
)
 
$
102,483

Other intangibles
 
41,697

 
(25,879
)
 
(30
)
 
15,788

Total definite-lived intangible assets
 
164,513

 
(46,156
)
 
(86
)
 
118,271

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
Trademarks
 
48,461

 

 
617

 
49,078

Total intangible assets
 
$
212,974

 
$
(46,156
)
 
$
531

 
$
167,349


Amortization expense on definite-lived intangible assets was $7.9 million in each of the six-month periods ended September 1, 2018 and September 2, 2017. The amortization expense associated with debt issue costs is included in interest expense while the remainder is in selling, general and administrative expenses in the consolidated results of operations. At September 1, 2018, the estimated future amortization expense for definite-lived intangible assets was:
In thousands
 
Remainder of Fiscal 2019
 
Fiscal 2020
 
Fiscal 2021
 
Fiscal 2022
 
Fiscal 2023
Estimated amortization expense
 
$
5,028

 
$
8,111

 
$
8,104

 
$
7,948

 
$
7,560


7.
Debt

We maintain a committed revolving credit facility with maximum borrowings of up to $335.0 million, maturing in November 2021. Outstanding borrowings under our committed revolving credit facility were $203.5 million, as of September 1, 2018, and $195.0 million, as of March 3, 2018. Under this facility, we are subject to two financial covenants that require us to stay below a maximum debt-to-EBITDA ratio and maintain a minimum ratio of interest expense-to-EBITDA. Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis. At September 1, 2018, we were in compliance with both financial covenants. Additionally, at September 1, 2018, we had a total of $23.5 million of ongoing letters of credit related to industrial revenue bonds and construction contracts that expire in fiscal 2020 and reduce availability of funds under our committed credit facility.

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At September 1, 2018, our debt also included $20.4 million of industrial revenue bonds that mature in fiscal years 2021 through 2043 and $0.5 million of long-term debt in Canada. The fair value of the industrial revenue bonds approximated carrying value at September 1, 2018, due to the variable interest rates on these instruments. All debt would be classified as Level 2 within the fair value hierarchy described in Note 5.

We also maintain two Canadian revolving demand credit facilities totaling $12.0 million Canadian dollars. As of September 1, 2018, $0.5 million was outstanding under these facilities, and no borrowings were outstanding as of March 3, 2018. Borrowings under these facilities are made available at the sole discretion of the lenders and are payable on demand. The Company classifies any outstanding balances under these demand facilities as long-term debt, as outstanding amounts can be refinanced through our committed revolving credit facility.

Interest payments were $4.3 million and $1.9 million for the six months ended September 1, 2018 and September 2, 2017, respectively.

8.
Commitments and Contingent Liabilities

Operating lease commitments
As of September 1, 2018, the Company was obligated under non-cancelable operating leases for buildings and equipment. Certain leases provide for increased rental payments based upon increases in real estate taxes or operating costs. Future minimum rental payments under non-cancelable operating leases are: 
In thousands
 
Remainder of Fiscal 2019
 
Fiscal 2020
 
Fiscal 2021
 
Fiscal 2022
 
Fiscal 2023
 
Thereafter
 
Total
Total minimum payments
 
$
7,497

 
$
13,182

 
$
9,990

 
$
7,802

 
$
6,886

 
$
17,630

 
$
62,987


Bond commitments
In the ordinary course of business, predominantly in our Architectural Services and Architectural Framing Systems segments, we are required to provide surety or performance bonds that commit payments to our customers for any non-performance. At September 1, 2018, $246.2 million of our backlog was bonded by these types of bonds with a face value of $538.4 million. These bonds do not have stated expiration dates, as we are generally released from the bonds upon completion of the contract. We have not been required to make any payments under these bonds with respect to our existing businesses.

Warranties
We reserve estimated exposures on known claims, as well as on a portion of anticipated claims, for product warranty and rework cost, 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. A warranty rollforward follows:  
 
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
Balance at beginning of period
 
$
22,517

 
$
21,933

Additional accruals
 
2,087

 
2,588

Claims paid
 
(4,580
)
 
(6,800
)
Acquired reserves
 

 
5,571

Balance at end of period
 
$
20,024

 
$
23,292


Letters of credit
At September 1, 2018, we had $23.5 million of ongoing letters of credit, all of which have been issued under our committed revolving credit facility, as discussed in Note 7.

Purchase obligations
Purchase obligations for raw material commitments and capital expenditures totaled $183.1 million as of September 1, 2018.

New Markets Tax Credit transaction
In August 2018, we entered into a transaction with a subsidiary of Wells Fargo (WF) under a qualified New Markets Tax Credit (NMTC) program related to an investment in plant and equipment within our Architectural Glass segment (the Project). The NMTC

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transaction is subject to 100 percent tax credit recapture for a period of seven years. Therefore, upon the termination of our arrangement at the end of the seven year period (our fiscal 2026), proceeds received from WF will be recognized in earnings in exchange for the transfer of the tax credits.

WF contributed $6.6 million to the Project, which is included in other non-current liabilities on our consolidated balance sheets. Direct and incremental costs incurred in structuring the arrangement have been deferred and will be recognized in conjunction with the recognition of the related profits. These costs amount to $0.5 million and are included in other non-current assets on our consolidated balance sheets. Variable-interest entities have been created as a result of the transaction structure, which have been included within our consolidated financial statements as WF does not have a material interest in the underlying economics of the Project.

Litigation
We are a party to various legal proceedings incidental to our normal operating activities. In particular, like others in the construction supply and services industry, our businesses are routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We are also subject to litigation arising out of general liability, employment practices, workers' compensation and automobile claims. Although it is very difficult to accurately predict the outcome of such proceedings, facts currently available indicate that no such claims will result in losses that would have a material adverse effect on our results of operations, cash flows or financial condition.

9.
Share-Based Compensation
Total share-based compensation expense included in the results of operations was $3.1 million for each of the six-month periods ended September 1, 2018 and September 2, 2017.

Stock options and SARs
Stock option and SAR activity for the current six-month period is summarized as follows:
Stock options and SARs
 
Number of Shares
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Life
 
Aggregate Intrinsic Value
Outstanding at March 3, 2018
 
129,901

 
$
11.10

 
 
 
 
Awards exercised
 
(29,560
)
 
20.43

 
 
 
 
Outstanding and exercisable at September 1, 2018
 
100,341

 
8.34

 
3.0 years
 
$
4,101,940


Cash proceeds from the exercise of stock options were $0.2 million and $0.8 million for the six months ended September 1, 2018 and September 2, 2017, respectively. 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 $0.6 million during the six months ended September 1, 2018 and $4.8 million during the prior-year period.

Nonvested shares and share units
Nonvested share activity for the current six-month period is summarized as follows:
Nonvested shares and units
 
Number of Shares and Units
 
Weighted Average Grant Date Fair Value
Nonvested at March 3, 2018
 
266,180

 
$
49.22

Granted
 
148,219

 
43.54

Vested
 
(116,266
)
 
46.57

Canceled
 
(15,359
)
 
48.12

Nonvested at September 1, 2018
 
282,774

 
47.36


At September 1, 2018, there was $9.5 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 22 months. The total fair value of shares vested during the six months ended September 1, 2018 was $4.9 million.

10.
Employee Benefit Plans

The Company sponsors two frozen defined-benefit pension plans: an unfunded Officers’ Supplemental Executive Retirement Plan and the Tubelite Inc. Hourly Employees’ Pension Plan. Components of net periodic benefit cost were:

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Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
September 1,
2018
 
September 2,
2017
Interest cost
 
$
127

 
$
133

 
$
254

 
$
266

Expected return on assets
 
(10
)
 
(10
)
 
(20
)
 
(20
)
Amortization of unrecognized net loss
 
57

 
57

 
114

 
114

Net periodic benefit cost
 
$
174

 
$
180

 
$
348

 
$
360


11.
Income Taxes

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 for years prior to fiscal 2015, or state and local income tax examinations for years prior to fiscal 2013. The Company is not currently under U.S. federal examination for years subsequent to fiscal year 2014, and there is very limited audit activity of the Company’s income tax returns in U.S. state jurisdictions or international jurisdictions.

The total liability for unrecognized tax benefits at September 1, 2018 and March 3, 2018 was approximately $5.1 million in both periods. Penalties and interest related to unrecognized tax benefits are recorded in income tax expense. The total liability for unrecognized tax benefits is expected to decrease by approximately $0.6 million during the next 12 months due to lapsing of statutes.

The Tax Cuts and Jobs Act (the Act) was enacted in December 2017. Among other provisions, the Act created a new tax on certain foreign sourced earnings under the Global Intangible Low-Taxed Income (“GILTI”) provision. Companies are allowed to make an accounting policy election of either treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred or factoring such amounts into the measurement of deferred taxes. We have completed our analysis of the GILTI provisions and are making an accounting policy election to recognize the tax expense on future U.S. inclusions of GILTI income, if any, as a current period expense when incurred.

12.
Earnings per Share

The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share:
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
September 1,
2018
 
September 2,
2017
Basic earnings per share – weighted average common shares outstanding
 
28,128

 
28,850

 
28,127

 
28,850

Weighted average effect of nonvested share grants and assumed exercise of stock options
 
251

 
58

 
250

 
35

Diluted earnings per share – weighted average common shares and potential common shares outstanding
 
28,379

 
28,908

 
28,377

 
28,885

Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares)

 
106

 

 
108

 


13.
Segment Information

The Company has four reporting segments: Architectural Framing Systems, Architectural Glass, Architectural Services and Large-Scale Optical (LSO).
The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems comprising the outside skin and entrances of commercial, institutional and high-end multi-family residential buildings. The Company has aggregated six operating segments into this reporting segment based on their similar products, customers, distribution methods, production processes and economic characteristics.
The Architectural Glass segment fabricates coated, high-performance glass used in customized window and wall systems comprising the outside skin of commercial, institutional and high-end multi-family residential buildings.
The Architectural Services segment designs, engineers, fabricates and installs the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings.

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The LSO segment manufactures value-added glass and acrylic products primarily for framing and display applications.
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
September 1, 2018
 
September 2, 2017
Net sales from operations
 
 
 
 
 
 
 
 
Architectural Framing Systems
 
$
189,850

 
$
189,023

 
$
368,887

 
$
299,515

Architectural Glass
 
88,084

 
97,351

 
165,009

 
195,086

Architectural Services
 
76,496

 
46,829

 
147,223

 
96,979

Large-Scale Optical
 
20,383

 
20,291

 
41,145

 
38,894

Intersegment eliminations
 
(12,680
)
 
(9,587
)
 
(23,600
)
 
(14,260
)
Net sales
 
$
362,133

 
$
343,907

 
$
698,664

 
$
616,214

Operating income (loss) from operations
 
 
 
 
 
 
 
 
Architectural Framing Systems
 
$
18,312

 
$
16,542

 
$
30,650

 
$
28,506

Architectural Glass
 
1,739

 
10,258

 
3,317

 
19,581

Architectural Services
 
7,621

 
774

 
12,775

 
1,555

Large-Scale Optical
 
4,236

 
4,248

 
9,218

 
8,298

Corporate and other
 
(3,248
)
 
(4,048
)
 
(5,306
)
 
(6,060
)
Operating income
 
$
28,660

 
$
27,774

 
$
50,654

 
$
51,880


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.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements
This discussion contains “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. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2018. From time to time, we may also 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 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2018.

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.

Overview
We are a world leader in certain technologies involving the design and development of value-added glass and metal products and services for enclosing commercial buildings and framing and displays. Our four reporting segments are: Architectural Framing Systems, Architectural Glass, Architectural Services and Large-Scale Optical (LSO).

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended March 3, 2018 and the consolidated financial statements, including the notes to consolidated financial statements, included therein.


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Highlights of Second Quarter and First Six Months of Fiscal 2019 Compared to Second Quarter and First Six Months of Fiscal 2018

Net sales
Consolidated net sales increased 5.3 percent, or $18.2 million, for the second quarter ended September 1, 2018, and 13.4 percent, or $82.5 million, for the six-month period, compared to the same periods in the prior year. In the quarter, sales growth was driven by the Architectural Services segment, partially offset by a volume-related decline in the Architectural Glass segment. In the six-month period, the increase in sales was primarily driven by the addition of EFCO (acquired on June 12, 2017) to our Architectural Framing systems segment, and growth in Architectural Services, partially offset by lower sales in Architectural Glass.

The relationship between various components of operations, as a percentage of net sales, is presented below: 
 
Three Months Ended
 
Six Months Ended
 
September 1, 2018
 
September 2, 2017
 
September 1,
2018
 
September 2,
2017
Net sales
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of sales
76.7

 
75.0

 
76.4

 
74.6

Gross profit
23.3

 
25.0

 
23.6

 
25.4

Selling, general and administrative expenses
15.4

 
16.9

 
16.4

 
16.9

Operating income
7.9

 
8.1

 
7.2

 
8.5

Interest and other (expense) income, net
(0.5
)
 
(0.4
)
 
(0.5
)
 
(0.3
)
Earnings before income taxes
7.4

 
7.7

 
6.7

 
8.2

Income tax expense
1.8

 
2.6

 
1.6

 
2.7

Net earnings
5.7
 %
 
5.1
 %
 
5.1
 %
 
5.5
 %
Effective tax rate
23.8
 %
 
33.9
 %
 
23.9
 %
 
33.4
 %

Gross profit
Gross profit as a percent of sales was 23.3 percent and 23.6 percent for the three- and six-month periods, respectively, ended September 1, 2018, compared to 25.0 percent and 25.4 percent for each of the three- and six-month periods ended September 2, 2017. Gross profit as a percent of sales declined from the prior-year periods primarily due to higher operating costs in the Architectural Glass segment, as further discussed below within the Segment Analysis for the Architectural Glass segment.
Selling, general and administrative (SG&A) expenses
SG&A expenses as a percent of sales declined to 15.4 percent and 16.4 percent for the three- and six-month periods, respectively, ended September 1, 2018, compared to 16.9 percent in each of the prior year comparative periods. The decline was primarily the result of acquisition-related costs incurred in the prior year.
Income tax expense
The effective tax rate in the second quarter of fiscal 2019 was 23.8 percent, compared to 33.9 percent in the same period last year, and 23.9 percent for the first six months of fiscal 2019, compared to 33.4 percent in the prior-year period. The reduction in the effective tax rate in both periods was primarily driven by the provisions of the Tax Cuts and Jobs Act, enacted in December 2017.

Segment Analysis

Architectural Framing Systems
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
%
Change
 
September 1, 2018
 
September 2, 2017
 
%
Change
Net sales
 
$
189,850

 
$
189,023

 
0.4
%
 
368,887

 
299,515

 
23.2
%
Operating income
 
18,312

 
16,542

 
10.7
%
 
30,650

 
28,506

 
7.5
%
Operating margin
 
9.6
%
 
8.8
%
 
 
 
8.3
%
 
9.5
%
 
 
Architectural Framing Systems net sales increased $0.8 million, or 0.4 percent, and $69.4 million, or 23.2 percent, for the three- and six-month periods, respectively, ended September 1, 2018, compared to the prior-year periods. The addition of the net sales of EFCO provided the large majority of the growth in the six-month period ended September 1, 2018, with additional growth

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driven by geographic expansion and new product sales by businesses existing prior to our recent Sotawall and EFCO acquisitions. This was partially offset by a year-over-year decline in Canadian curtainwall sales, due to timing of project activity.
Operating margin increased 80 basis points for the three-months ended September 1, 2018, compared to the second quarter of the last fiscal year, primarily due to completing amortization of short-lived intangible assets at Sotawall early in the current-year quarter. In the six-month period of the current year, operating margin declined 120 basis points compared to the prior year, driven by the inclusion of EFCO at lower operating margins and reduced operating leverage on lower Canadian curtainwall sales, partially offset by operating improvements in our businesses existing prior to our recent Sotawall and EFCO acquisitions.
As of September 1, 2018, segment backlog was approximately $406 million, compared to approximately $400 million last quarter.

Architectural Glass
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
%
Change
 
September 1, 2018
 
September 2, 2017
 
%
Change
Net sales
 
$
88,084

 
$
97,351

 
(9.5
)%
 
$
165,009

 
$
195,086

 
(15.4
)%
Operating income
 
1,739

 
10,258

 
(83.0
)%
 
3,317

 
19,581

 
(83.1
)%
Operating margin
 
2.0
%
 
10.5
%
 
 
 
2.0
%
 
10.0
%
 
 
Net sales declined $9.3 million, or 9.5 percent, and $30.1 million, or 15.4 percent, for the three- and six-month periods, respectively, ended September 1, 2018, compared to the same periods in the prior year. In both current year periods, changes in the timing of customer orders drove the decline in sales. Additionally, in the second quarter of fiscal 2019, volume declines stemming from operational challenges within the segment (described in the next paragraph) also contributed to the sales decrease.
Operating margin declined 850 and 800 basis points, respectively, for the three- and six-month periods of the current year, compared to the same periods in the prior year, primarily driven by significantly increased labor costs, lower productivity and higher cost of quality, as the segment was challenged to efficiently ramp-up production to meet higher than expected order intake and customer demand.

Architectural Services
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1,
2018
 
September 2,
2017
 
%
Change
 
September 1,
2018
 
September 2,
2017
 
%
Change
Net sales
 
$
76,496

 
$
46,829

 
63.4
%
 
$
147,223

 
$
96,979

 
51.8
%
Operating income
 
7,621

 
774

 
884.6
%
 
12,775

 
1,555

 
721.5
%
Operating margin
 
10.0
%
 
1.7
%
 
 
 
8.7
%
 
1.6
%
 
 
Architectural Services net sales increased $29.7 million, or 63.4 percent, and $50.2 million, or 51.8 percent, for the three- and six- month periods, respectively, ended September 1, 2018, over the same periods in the prior year, as the business continued to execute on projects booked in the past several quarters.
Operating margin increased 830 and 710 basis points, respectively, for the three- and six-month periods of the current year, compared to the same periods in the prior year, due to volume leverage and strong project execution.
As of September 1, 2018, segment backlog was approximately $405 million, compared to approximately $439 million last quarter.

Large-Scale Optical (LSO)
 
 
Three Months Ended
 
Six Months Ended
In thousands
 
September 1, 2018
 
September 2, 2017
 
%
Change
 
September 1, 2018
 
September 2, 2017
 
%
Change
Net sales
 
$
20,383

 
$
20,291

 
0.5
 %
 
$
41,145

 
$
38,894

 
5.8
%
Operating income
 
4,236

 
4,248

 
(0.3
)%
 
9,218

 
8,298

 
11.1
%
Operating margin
 
20.8
%</