UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Current Report
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 2, 2003
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota |
0-6365 |
41-0919654 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 7900 Xerxes Avenue South, Suite 1800, Minneapolis, Minnesota |
55431 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (952) 835-1874
Not Applicable
(Former name or former address, if changed since last report.)
THIS FORM 8-K/A AMENDS APOGEE ENTERPRISES, INC.’S CURRENT REPORT ON FORM 8-K DATED APRIL 2, 2003, AS PREVIOUSLY FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION
| ITEM 7. |
FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. | |||||
| (c) |
EXHIBITS. |
|||||
| Exhibit Number |
Description | |||||
| 99.1 |
Revised Exhibit to Press Release dated April 2, 2003 | |||||
| ITEM 9. |
REGULATION FD DISCLOSURE. | |||||
| The following information is furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.” | ||||||
| On April 2, 2003, Apogee Enterprises, Inc. issued a press release which was attached as Exhibit 99.1 to a Current Report on Form 8-K, dated April 2, 2003. Subsequent to that date, the Company determined that certain line items discussed in that release were incorrect in immaterial amounts. The previously reported earnings per share amounts did not change as a result of this determination. The Company is furnishing this amended 8-K in order to correct that information. The following amounts stated in the text of the press release decreased by $24,000: fiscal year 2003 earnings from continuing operations (to $26.3 million) and net earnings in fiscal 2003 fourth quarter (to $8.6 million); while equity in loss of affiliates in the fourth quarter increased by $53,000 (to $1.6 million) and total non-cash working capital at 2003 fiscal year-end increased by $29,000 (to $40.9 million). The attached revised exhibit, which is incorporated by reference herein, supercedes in its entirety the original exhibit that was attached to the press release dated April 2, 2003. | ||||||
2
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. | ||
| By: |
/s/ MICHAEL B. CLAUER | |
| Michael B. Clauer | ||
| Executive Vice President and Chief Financial Officer | ||
Dated: May 8, 2003
EXHIBIT LIST
| Exhibit Number |
Description | |
| 99.1 |
Revised Exhibit to Press Release dated April 2, 2003 |
3
Exhibit 99.1
Apogee Enterprises, Inc. & Subsidiaries
Consolidated Condensed Statement of Income
(Unaudited)
| Dollar amounts in thousands, except for per share amounts |
Thirteen Weeks Ended March 1, 2003 |
Thirteen Weeks Ended March 2, 2002 |
% Change |
Fifty-two Weeks Ended March 1, 2003 |
Fifty-two Weeks Ended March 2, 2002 |
% Change |
||||||||||||||||
| Net sales |
$ |
187,682 |
|
$ |
188,183 |
|
0 |
% |
$ |
771,839 |
|
$ |
802,315 |
|
-4 |
% | ||||||
| Cost of goods sold |
|
144,623 |
|
|
142,970 |
|
1 |
% |
|
585,772 |
|
|
614,587 |
|
-5 |
% | ||||||
| Gross profit |
|
43,059 |
|
|
45,213 |
|
-5 |
% |
|
186,067 |
|
|
187,728 |
|
-1 |
% | ||||||
| Selling, general and administrative expenses |
|
35,034 |
|
|
34,913 |
|
0 |
% |
|
144,373 |
|
|
143,601 |
|
1 |
% | ||||||
| Operating income |
|
8,025 |
|
|
10,300 |
|
-22 |
% |
|
41,694 |
|
|
44,127 |
|
-6 |
% | ||||||
| Interest expense, net |
|
806 |
|
|
1,178 |
|
-32 |
% |
|
3,539 |
|
|
5,272 |
|
-33 |
% | ||||||
| Other income (expense), net |
|
(34 |
) |
|
(25 |
) |
-36 |
% |
|
958 |
|
|
57 |
|
1581 |
% | ||||||
| Equity in (loss)/income of affiliated companies |
|
(1,570 |
) |
|
(2,786 |
) |
44 |
% |
|
(2,530 |
) |
|
(1,026 |
) |
-147 |
% | ||||||
| Earnings from continuing operations before income taxes and other items below |
|
5,615 |
|
|
6,311 |
|
-11 |
% |
|
36,583 |
|
|
37,886 |
|
-3 |
% | ||||||
| Income taxes |
|
642 |
|
|
1,956 |
|
-67 |
% |
|
10,243 |
|
|
11,744 |
|
-13 |
% | ||||||
| Earnings from continuing operations |
|
4,973 |
|
|
4,355 |
|
14 |
% |
|
26,340 |
|
|
26,142 |
|
1 |
% | ||||||
| Earnings from discontinued operations |
|
3,575 |
|
|
— |
|
N/M |
|
|
3,575 |
|
|
— |
|
N/M |
| ||||||
| Net earnings |
$ |
8,548 |
|
$ |
4,355 |
|
96 |
% |
$ |
29,915 |
|
$ |
26,142 |
|
14 |
% | ||||||
| Earnings per share – basic: |
||||||||||||||||||||||
| Earnings from continuing operations |
$ |
0.18 |
|
$ |
0.16 |
|
19 |
% |
$ |
0.96 |
|
$ |
0.94 |
|
2 |
% | ||||||
| Earnings from discontinued operations |
$ |
0.13 |
|
$ |
— |
|
N/M |
|
$ |
0.13 |
|
$ |
— |
|
N/M |
| ||||||
| Net earnings |
$ |
0.31 |
|
$ |
0.16 |
|
100 |
% |
$ |
1.09 |
|
$ |
0.94 |
|
16 |
% | ||||||
| Average common shares outstanding |
|
27,028,124 |
|
|
28,032,353 |
|
-4 |
% |
|
27,520,951 |
|
|
27,910,016 |
|
-1 |
% | ||||||
| Earnings per share – diluted: |
||||||||||||||||||||||
| Earnings from continuing operations |
$ |
0.18 |
|
$ |
0.15 |
|
20 |
% |
$ |
0.93 |
|
$ |
0.91 |
|
2 |
% | ||||||
| Earnings from discontinued operations |
$ |
0.13 |
|
$ |
— |
|
N/M |
|
$ |
0.13 |
|
$ |
— |
|
N/M |
| ||||||
| Net earnings |
$ |
0.31 |
|
$ |
0.15 |
|
107 |
% |
$ |
1.06 |
|
$ |
0.91 |
|
16 |
% | ||||||
| Average common and common equivalent shares outstanding |
|
27,659,674 |
|
|
29,101,514 |
|
-5 |
% |
|
28,347,137 |
|
|
28,817,308 |
|
-2 |
% | ||||||
| Cash dividends per common share |
$ |
0.0575 |
|
$ |
0.0550 |
|
5 |
% |
$ |
0.2250 |
|
$ |
0.2150 |
|
5 |
% | ||||||
Business Segments Information
(Unaudited)
| Thirteen Weeks Ended March 1, 2003 |
Thirteen Weeks Ended March 2, 2002 |
% Change |
Fifty-two Weeks Ended March 1, 2003 |
Fifty-two Weeks Ended March 2, 2002 |
% Change |
|||||||||||||||||
| Sales |
||||||||||||||||||||||
| Architectural |
$ |
113,179 |
|
$ |
118,461 |
|
-4 |
% |
$ |
458,811 |
|
$ |
479,364 |
|
-4 |
% | ||||||
| Auto Glass |
|
52,875 |
|
|
53,463 |
|
-1 |
% |
|
233,380 |
|
|
255,133 |
|
-9 |
% | ||||||
| Large-Scale Optical |
|
21,651 |
|
|
16,264 |
|
33 |
% |
|
79,705 |
|
|
67,829 |
|
18 |
% | ||||||
| Eliminations |
|
(23 |
) |
|
(5 |
) |
-360 |
% |
|
(57 |
) |
|
(11 |
) |
-418 |
% | ||||||
| Total |
$ |
187,682 |
|
$ |
188,183 |
|
0 |
% |
$ |
771,839 |
|
$ |
802,315 |
|
-4 |
% | ||||||
| Operating income (loss) |
||||||||||||||||||||||
| Architectural |
$ |
6,453 |
|
$ |
9,320 |
|
-31 |
% |
$ |
32,134 |
|
$ |
34,396 |
|
-7 |
% | ||||||
| Auto Glass |
|
(501 |
) |
|
3,091 |
|
N/M |
|
|
7,926 |
|
|
16,088 |
|
-51 |
% | ||||||
| Large-Scale Optical |
|
2,370 |
|
|
(1,389 |
) |
N/M |
|
|
3,694 |
|
|
(4,350 |
) |
N/M |
| ||||||
| Corporate and other |
|
(297 |
) |
|
(722 |
) |
59 |
% |
|
(2,060 |
) |
|
(2,007 |
) |
-3 |
% | ||||||
| Total |
$ |
8,025 |
|
$ |
10,300 |
|
-22 |
% |
$ |
41,694 |
|
$ |
44,127 |
|
-6 |
% | ||||||
Consolidated Condensed Balance Sheets
(Unaudited)
| March 1, 2003 |
March 2, 2002 | |||||
| Assets |
||||||
| Current assets |
$ |
171,463 |
$ |
175,084 | ||
| Net property, plant and equipment |
|
114,527 |
|
128,515 | ||
| Other assets |
|
96,851 |
|
105,517 | ||
| Total assets |
$ |
382,841 |
$ |
409,116 | ||
| Liabilities and shareholders’ equity |
||||||
| Current liabilities |
$ |
120,428 |
$ |
127,239 | ||
| Long-term debt |
|
47,258 |
|
69,098 | ||
| Other liabilities |
|
36,945 |
|
41,845 | ||
| Shareholders’ equity |
|
178,210 |
|
170,934 | ||
| Total liabilities and shareholders’ equity |
$ |
382,841 |
$ |
409,116 | ||