8-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
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 6, 2016
 
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.)
 
 
4400 West 78th Street, Suite 520, Minneapolis, Minnesota
 
55435
(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.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 6, 2016, Apogee Enterprises, Inc. issued a press release announcing its financial results for the fourth quarter and full year of fiscal 2016. A copy of this press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit 99.1 Press Release issued by Apogee Enterprises, Inc. dated April 6, 2016.





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/ James S. Porter
 
 
James S. Porter
Executive Vice President and Chief Financial Officer
Dated: April 7, 2016






EXHIBIT INDEX
 
 
 
 
 
 
 
Exhibit Number
  
Description
 
 
 
99.1

  
Press Release issued by Apogee Enterprises, Inc. dated April 6, 2016.


Exhibit


APOGEE DELIVERS RECORD FY16 REVENUES, EARNINGS;
REAFFIRMS GUIDANCE FOR DOUBLE-DIGIT GROWTH IN FY17
Q4 revenues up 6%, 8% in constant currency
Q4 EPS up 47%; operating margin up 300 basis points
FY16 revenues up 5%, 7% in constant currency
FY16 EPS up 48% vs. prior-year adjusted EPS
Backlog >$0.5 billion for third consecutive quarter
FY17 outlook: ~10% revenue growth; EPS of $2.65-$2.80

MINNEAPOLIS, MN (April 6, 2016) - Apogee Enterprises, Inc. (Nasdaq:APOG) today announced fiscal 2016 fourth-quarter and full-year results. Apogee provides distinctive solutions for enclosing commercial buildings and framing art.

FY16 FOURTH QUARTER VS. PRIOR-YEAR PERIOD
Revenues of $262.1 million were up 6 percent.
In constant currency, revenues were up 8 percent.
Operating income of $28.9 million was up 47 percent.
Operating margin was 11.0 percent, up 300 basis points.
Earnings per share of $0.69 were up 47 percent.
Backlog of $508.0 million was up 4 percent.
Cash and short-term investments were $90.6 million.

FY16 FULL YEAR VS. PRIOR-YEAR PERIOD
Revenues of $981.2 million were up 5 percent.
In constant currency, revenues were up 7 percent.
Gross margin was 24.8 percent, up 250 basis points.
Operating income of $97.4 million was up 53 percent.
Operating margin was 9.9 percent, up 310 basis points.
Earnings per share of $2.22 were up 48 percent vs. prior-year adjusted EPS of $1.50.
Prior-year reported EPS of $1.72 included $0.22 from a tax credit.

COMMENTARY
“Strong fourth quarter results - with revenues up 6 percent, earnings up 47 percent and operating margin growing 300 basis points to 11 percent - contributed to Apogee achieving an across-the-board record performance in fiscal 2016,” said Joseph F. Puishys, Apogee chief executive officer. “We did what we said we would do three years ago, essentially delivering on our fiscal 2016 goals of $1 billion in revenues at 10 percent operating margin.

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“I am pleased that all four of our segments grew revenues and operating margin in fiscal 2016, and that our backlog grew from the end of fiscal 2015 to exceed $0.5 billion for the last three quarters,” he said. “Contributing to our strong earnings growth in fiscal 2016 were improved pricing, mix, productivity and project margins, as well as lower material costs and leverage on increased volume.

“For fiscal 2017, we continue to expect U.S. commercial construction market growth, based on our visibility from backlog, commitments and bidding activity, as well as external market metrics,” said Puishys. “This positive outlook supports our fiscal 2017 guidance for double-digit revenue growth of approximately 10 percent and record earnings of $2.65 to $2.80 per share.”

FY16 FOURTH-QUARTER SEGMENT AND OPERATING RESULTS VS. PRIOR-YEAR PERIOD

Architectural Glass
Revenues of $98.6 million were up 7 percent, on U.S. volume growth and improved pricing.
In constant currency, revenues were up 10 percent.
Operating income grew to $12.1 million, up 169 percent from $4.5 million.
Operating margin expanded 740 basis points to 12.3 percent, compared to 4.9 percent, due to improved pricing and mix, strong operational performance and volume leverage.

Architectural Services
Revenues of $76.8 million were up 21 percent, due to strong project activity during the quarter.
Operating income grew to $5.6 million, up 9 percent from $5.2 million, on increased volume at better margins and good project execution.
Operating margin was 7.3 percent, compared to 8.1 percent.

Architectural Framing Systems
Revenues of $79.6 million were up 3 percent, on U.S. volume growth and improved mix.
In constant currency, revenues were up 5 percent.
Operating income grew to $7.7 million, up 60 percent from $4.8 million.
Operating margin expanded 340 basis points to 9.7 percent, compared to 6.3 percent, as a result of lower raw material costs, volume leverage and execution of higher-margin window projects.

Large-Scale Optical Technologies
Revenues of $21.7 million were down 5 percent, due to timing of customer orders.
Operating income of $4.8 million was down 19 percent from $6.0 million.
Operating margin was 22.3 percent, compared to 26.2 percent, due to timing within the year of volume and product mix; full-year results and operational performance remained strong.

Consolidated Backlog
Backlog of $508.0 million was up 4 percent from $490.8 million in the prior-year period, and down 7 percent from the backlog of $544.7 million in the third quarter.
Approximately $407 million, or 80 percent, of the backlog is expected to be delivered in fiscal 2017; and approximately $101 million, or 20 percent, in fiscal 2018.

Financial Condition
Cash and short-term investments totaled $90.6 million, compared to $52.5 million at the end of fiscal 2015.
Share repurchases in fiscal 2016 totaled 575,000 shares at a cost of $24.9 million.
Debt was $20.4 million, compared to $20.6 million at the end of fiscal 2015. All debt is long-term, low-interest industrial revenue bonds.
Non-cash working capital was $68.8 million, compared to $97.5 million at the end of fiscal 2015.

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Page 3

Capital expenditures in fiscal 2016 were $42.0 million, compared to $27.2 million in the prior year.
Depreciation and amortization in fiscal 2016 was $31.2 million.

FY17 OUTLOOK
“For fiscal 2017, we expect another year of strong top- and bottom-line growth, based on our backlog, commitments and bidding activity,” said Puishys. “We expect revenue growth of approximately 10 percent, as we had indicated previously, and earnings of $2.65 to $2.80 per share.

“Apogee expects mid-single digit U.S. commercial construction market growth in fiscal 2017, as market activity, the Architecture Billings Index, office employment and office vacancy rates all show positive momentum,” he said. “With our internal market visibility and external metrics moving in the right direction, we see sustained U.S. non-residential market strength that supports our outlook for growth at least through fiscal 2020.”

Puishys said that capital expenditures for the year are anticipated to be $50 to $60 million as Apogee invests to increase capabilities, productivity and capacity. Gross margin is expected to be greater than 26 percent and operating margin, approximately 11 percent.

“Longer term, we believe our strategies to grow through new geographies, new products and new markets, along with our backlog, bidding activity, and focus on better project selection, productivity and operational improvements, support our fiscal 2018 goals of at least a 12 percent operating margin on revenues of $1.2 to $1.3 billion,” Puishys said.

TELECONFERENCE AND SIMULTANEOUS WEBCAST
Apogee will host a teleconference and webcast at 9 a.m. Central Time tomorrow, April 7. To participate in the teleconference, call (866) 525-3151 toll free or (330) 863-3393 international, access code 78435185. To listen to the live conference call over the internet, go to the Apogee web site at http://www.apog.com and click on “investor relations” and then the webcast link at the top of that page. The webcast also will be archived for replay on the company’s web site.

ABOUT APOGEE ENTERPRISES
Apogee Enterprises, Inc., headquartered in Minneapolis, is a leader in technologies involving the design and development of value-added glass products and services. The company is organized in four segments, with three of the segments serving the commercial construction market:
Architectural Glass segment consists of Viracon, the leading fabricator of coated, high-performance architectural glass for global markets.
Architectural Services segment consists of Harmon, Inc., one of the largest U.S. full-service building glass installation and renovation companies.
Architectural Framing Systems segment businesses design, engineer, fabricate and finish the aluminum frames for window, curtainwall and storefront systems that comprise the outside skin of buildings. Businesses in this segment are: Wausau Window and Wall Systems, a manufacturer of custom aluminum window systems and curtainwall; Tubelite, a fabricator of aluminum storefront, entrance and curtainwall products; Alumicor, a fabricator of aluminum storefront, entrance, curtainwall and window products for Canadian markets; and Linetec, a paint and anodizing finisher of window frames and PVC shutters.
Large-Scale Optical segment consists of Tru Vue, a value-added glass and acrylic manufacturer primarily for the custom picture framing market.

USE OF NON-GAAP FINANCIAL MEASURES
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this news release also contains the following non-GAAP measures:

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Constant currency revenue growth excludes the impact of fluctuations in foreign currency on Apogee’s international operations. The company believes providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. Constant currency percentages are calculated by converting prior-period local currency results using the current period exchange rates and comparing these adjusted amounts to current period reported results.
Adjusted earnings per share excludes the benefit from an energy-efficient tax credit of $0.22 per share recognized in the second quarter of fiscal 2015. The company believes adjusting earnings per share for this credit provides a more useful year-over-year comparison of earnings per share.
Backlog represents the dollar amount of revenues Apogee expects to recognize in the near-term from firm contracts or orders. The company uses backlog as one of the metrics to evaluate near-term sales trends in our business.
Free cash flow is defined as net cash provided by operating activities, minus capital expenditures. The company considers this measure an indication of the financial strength of the company.
Non-cash working capital is defined as current assets, excluding cash and short-term securities, less current liabilities, excluding current portion of long-term debt. The company considers this a useful metric in measuring working capital management over time.
Apogee believes that these non-GAAP measures provide enhanced transparency with respect to revenue and earnings per share growth, cash management and operational management. These non-GAAP measures should be viewed in addition to, and not as an alternative to, the reported financial results of the company prepared in accordance with GAAP. Other companies may calculate these measures differently than Apogee, limiting the usefulness of the measure for comparison with other companies.

FORWARD-LOOKING STATEMENTS
The discussion above contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect Apogee management’s expectations or beliefs as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the operating results of the company, including the following: (A) global economic conditions and the cyclical nature of the North American and Latin American commercial construction industries, which impact our three architectural segments, and consumer confidence and the conditions of the U.S. economy, which impact our large-scale optical segment; (B) fluctuations in foreign currency exchange rates; (C) actions of new and existing competitors; (D) ability to effectively utilize and increase production capacity; (E) product performance, reliability and quality issues; (F) project management and installation issues that could result in losses on individual contracts; (G) changes in consumer and customer preference, or architectural trends and building codes; (H) dependence on a relatively small number of customers in certain business segments; (I) revenue and operating results that could differ from market expectations; (J) self-insurance risk related to a material product liability or other event for which the company is liable; (K) dependence on information technology systems and information security threats; (L) cost of compliance with and changes in environmental regulations; (M) interruptions in glass supply; and (N) loss of key personnel and inability to source sufficient labor. The company cautions investors that actual future results could differ materially from those described in the forward-looking statements, and that other factors may in the future prove to be important in affecting the company’s results of operations. New factors emerge from time to time and 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. For a more detailed explanation of the foregoing and other risks and uncertainties, see Item 1A of the company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015.

(Tables follow)

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Apogee Enterprises, Inc.
Page 5


 
Apogee Enterprises, Inc. & Subsidiaries
 
Consolidated Condensed Statement of Income
 
(Unaudited)
 
 
Thirteen
 
Thirteen
 
 
 
Fifty-two
 
Fifty-two
 
 
 
 
Weeks Ended
 
Weeks Ended
 
%
 
Weeks Ended
 
Weeks Ended
 
%
 
In thousands, except per share amounts
February 27, 2016
 
February 28, 2015
 
Change
 
February 27, 2016
 
February 28, 2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
262,149

 
$
246,698

 
6
 %
 
$
981,189

 
$
933,936

 
5
 %
 
Cost of goods sold
193,292

 
185,566

 
4
 %
 
737,619

 
725,392

 
2
 %
 
     Gross profit
68,857

 
61,132

 
13
 %
 
243,570

 
208,544

 
17
 %
 
Selling, general and administrative expenses
39,969

 
41,485

 
(4
)%
 
146,177

 
144,959

 
1
 %
 
     Operating income
28,888

 
19,647

 
47
 %
 
97,393

 
63,585

 
53
 %
 
Interest income
219

 
247

 
(11
)%
 
981

 
954

 
3
 %
 
Interest expense
116

 
150

 
(23
)%
 
593

 
924

 
(36
)%
 
Other (expense) income, net
(338
)
 
(78
)
 
(333
)%
 
(457
)
 
1,384

 
   N/M

 
     Earnings before income taxes
28,653

 
19,666

 
46
 %
 
97,324

 
64,999

 
50
 %
 
Income tax expense
8,718

 
5,779

 
51
 %
 
31,982

 
14,483

 
121
 %
 
     Net earnings
$
19,935

 
$
13,887

 
44
 %
 
$
65,342

 
$
50,516

 
29
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share - basic
$
0.69

 
$
0.49

 
41
 %
 
$
2.25

 
$
1.76

 
28
 %
 
Average common shares outstanding
28,819

 
28,774

 
 %
 
29,058

 
28,763

 
1
 %
 
Earnings per share - diluted
$
0.69

 
$
0.47

 
47
 %
 
$
2.22

 
$
1.72

*
29
 %
 
Average common and common equivalent shares outstanding
29,063

 
29,448

 
(1
)%
 
29,375

 
29,374

 
 %
 
Cash dividends per common share
$
0.1250

 
$
0.1100

 
14
 %
 
$
0.4550

 
$
0.4100

 
11
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Adjusted earnings per share for the twelve months ended February 28, 2015 was $1.50, excluding a $0.22 benefit from an energy-efficient investment tax credit. Excluding the impact of this credit, earnings per share for the twelve months ended February 27, 2016 increased 48 percent over the prior year.
 
 

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Apogee Enterprises, Inc.
Page 6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Segments Information
(Unaudited)
 
Thirteen
 
Thirteen
 
 
 
Fifty-two
 
Fifty-two
 
 
 
Weeks Ended
 
Weeks Ended
 
%
 
Weeks Ended
 
Weeks Ended
 
%
 
February 27, 2016
 
February 28, 2015
 
Change
 
February 27, 2016
 
February 28, 2015
 
Change
Sales
 
 
 
 
 
 
 
 
 
 
 
Architectural Glass
$
98,644

 
$
92,333

 
7
 %
 
$
377,713

 
$
346,471

 
9
 %
Architectural Services
76,842

 
63,504

 
21
 %
 
245,935

 
230,650

 
7
 %
Architectural Framing Systems
79,603

 
77,026

 
3
 %
 
308,593

 
298,395

 
3
 %
Large-Scale Optical
21,667

 
22,723

 
(5
)%
 
88,541

 
87,693

 
1
 %
Eliminations
(14,607
)
 
(8,888
)
 
(64
)%
 
(39,593
)
 
(29,273
)
 
(35
)%
Total
$
262,149

 
$
246,698

 
6
 %
 
$
981,189

 
$
933,936

 
5
 %
Operating income (loss)
 
 
 
 
 
 
 
 
 
 
 
Architectural Glass
$
12,099

 
$
4,496

 
169
 %
 
$
35,504

 
$
16,431

 
116
 %
Architectural Services
5,624

 
5,163

 
9
 %
 
11,687

 
7,442

 
57
 %
Architectural Framing Systems
7,714

 
4,834

 
60
 %
 
31,911

 
21,808

 
46
 %
Large-Scale Optical
4,831

 
5,964

 
(19
)%
 
22,963

 
21,954

 
5
 %
Corporate and other
(1,380
)
 
(810
)
 
(70
)%
 
(4,672
)
 
(4,050
)
 
(15
)%
Total
$
28,888

 
$
19,647

 
47
 %
 
$
97,393

 
$
63,585

 
53
 %
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Condensed Balance Sheets
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
February 27, 2016
 
February 28, 2015
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets
$
336,793

 
$
298,975

 
 
 
 
 
 
 
 
Net property, plant and equipment
202,462

 
193,540

 
 
 
 
 
 
 
 
Other assets
118,185

 
119,542

 
 
 
 
 
 
 
 
Total assets
$
657,440

 
$
612,057

 
 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$
177,381

 
$
149,028

 
 
 
 
 
 
 
 
Long-term debt
20,400

 
20,587

 
 
 
 
 
 
 
 
Other liabilities
53,464

 
59,966

 
 
 
 
 
 
 
 
Shareholders' equity
406,195

 
382,476

 
 
 
 
 
 
 
 
Total liabilities and shareholders' equity
$
657,440

 
$
612,057

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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Page 7

  Apogee Enterprises, Inc. & Subsidiaries
Consolidated Condensed Statement of Cash Flows
(Unaudited)
 
 
Fifty-two
 
Fifty-two
 
 
Weeks Ended
 
Weeks Ended
Dollar amounts in thousands
February 27, 2016
 
February 28, 2015
 
 
 
 
 
Net earnings
 
$
65,342

 
$
50,516

Depreciation and amortization
 
31,248

 
29,423

Share-based compensation
 
4,923

 
4,793

Other, net
 
(10,312
)
 
334

Changes in operating assets and liabilities
 
32,750

 
(16,503
)
  Net cash provided by operating activities
 
123,951

 
68,563

Capital expenditures
 
(42,037
)
 
(27,220
)
Net (purchases) sales of marketable securities
 
(31,767
)
 
3,336

Other, net
 
(4,052
)
 
(591
)
  Net cash used in investing activities
 
(77,856
)
 
(24,475
)
Repurchase and retirement of common stock
 
(24,911
)
 
(6,894
)
Dividends paid
 
(13,184
)
 
(12,071
)
Other, net
 
1,682

 
(808
)
  Net cash used in financing activities
 
(36,413
)
 
(19,773
)
Increase in cash and cash equivalents
 
9,682

 
24,315

Effect of exchange rates on cash
 
(1,397
)
 
(595
)
Cash and cash equivalents at beginning of year
 
52,185

 
28,465

Cash and cash equivalents at end of period
 
$
60,470

 
$
52,185



Contact:
Mary Ann Jackson
 
Investor Relations
 
952-487-7538
 
mjackson@apog.com 




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