SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended May 31, 2003
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.) | |
| 7900 Xerxes Ave S. Suite 1800, Minneapolis, MN | 55431 | |
| (Address of principal executive offices) | (Zip Code) | |
| Title of each class | Name of each exchange on which registered | |
| Common stock $0.33 1/3 Par Value | NASDAQ National Market |
(952) 835-1874
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of June 30, 2003, 27,463,749 shares of the Registrants common stock, par value $0.33 1/3 per share, were outstanding.
1
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
| PART I | Financial Information | Page | ||
| Item 1. |
Financial Statements (Unaudited): | |||
| Consolidated Balance Sheets as of May 31, 2003 and March 1, 2003 | 3 | |||
| Consolidated Results of Operations for the Quarters Ended May 31, 2003 and June 1, 2002 | 4 | |||
| Consolidated Statements of Cash Flows for the Quarters Ended May 31, 2003 and June 1, 2002 | 5 | |||
| Notes to Consolidated Financial Statements | 6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 10 | ||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 15 | ||
| Item 4. |
Controls and Procedures | 15 | ||
| PART II |
Other Information | |||
| Item 1. |
Legal Proceedings | 16 | ||
| Item 6. |
Exhibits and Reports on Form 8-K | 16 | ||
| 17 | ||||
| 18 | ||||
2
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
| (In thousands, except per share data) | May 31, 2003 (unaudited) |
March 1, 2003 |
||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 4,505 | $ | 10,166 | ||||
| Receivables, net of allowance for doubtful accounts |
107,310 | 115,114 | ||||||
| Inventories |
38,633 | 36,796 | ||||||
| Deferred tax assets |
5,716 | 5,549 | ||||||
| Other current assets |
4,439 | 3,838 | ||||||
| Total current assets |
160,603 | 171,463 | ||||||
| Property, plant and equipment, net |
109,612 | 114,527 | ||||||
| Marketable securities available for sale |
17,018 | 16,373 | ||||||
| Investments in affiliated companies |
19,224 | 19,752 | ||||||
| Goodwill |
55,914 | 55,914 | ||||||
| Intangible assets, at cost less accumulated amortization of $968 and $928, respectively |
1,723 | 1,851 | ||||||
| Other assets |
2,972 | 2,961 | ||||||
| Total assets |
$ | 367,066 | $ | 382,841 | ||||
| Liabilities and Shareholders Equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 47,925 | $ | 57,090 | ||||
| Accrued expenses |
37,353 | 48,445 | ||||||
| Current liabilities of discontinued operations, net |
2,527 | 2,600 | ||||||
| Billings in excess of costs and earnings on uncompleted contracts |
4,247 | 4,401 | ||||||
| Accrued income taxes |
7,285 | 7,352 | ||||||
| Current installments of long-term debt |
308 | 540 | ||||||
| Total current liabilities |
99,645 | 120,428 | ||||||
| Long-term debt, less current installments |
51,650 | 47,258 | ||||||
| Long-term self-insurance reserves |
13,696 | 13,696 | ||||||
| Other long-term liabilities |
14,074 | 14,049 | ||||||
| Liabilities of discontinued operations, net |
9,674 | 9,200 | ||||||
| Commitments and contingent liabilities (Note 10) |
||||||||
| Shareholders equity |
||||||||
| Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 27,450,000 and 27,203,000, respectively |
9,150 | 9,068 | ||||||
| Additional paid-in capital |
54,992 | 52,623 | ||||||
| Retained earnings |
119,347 | 120,859 | ||||||
| Common stock held in trust |
(6,637 | ) | (5,179 | ) | ||||
| Deferred compensation obligations |
6,637 | 5,179 | ||||||
| Unearned compensation |
(3,338 | ) | (2,482 | ) | ||||
| Accumulated other comprehensive loss |
(1,824 | ) | (1,858 | ) | ||||
| Total shareholders equity |
178,327 | 178,210 | ||||||
| Total liabilities and shareholders equity |
$ | 367,066 | $ | 382,841 | ||||
See accompanying notes to consolidated financial statements.
3
CONSOLIDATED RESULTS OF OPERATIONS
(unaudited)
| (In thousands, except per share data) | Quarter-Ended May 31, 2003 |
Quarter-Ended June 1, 2002 |
||||||
| Net sales |
$ | 171,318 | $ | 184,709 | ||||
| Cost of sales |
138,170 | 138,757 | ||||||
| Gross profit |
33,148 | 45,952 | ||||||
| Selling, general and administrative expenses |
31,326 | 36,250 | ||||||
| Operating income |
1,822 | 9,702 | ||||||
| Interest income |
126 | 291 | ||||||
| Interest expense |
966 | 1,317 | ||||||
| Other income, net |
| 34 | ||||||
| Equity in loss of affiliated companies |
(561 | ) | (1,118 | ) | ||||
| Earnings from continuing operations before income taxes |
421 | 7,592 | ||||||
| Provision for income taxes |
113 | 2,354 | ||||||
| Net earnings |
$ | 308 | $ | 5,238 | ||||
| Earnings per sharebasic |
$ | 0.01 | $ | 0.19 | ||||
| Earnings per sharediluted |
$ | 0.01 | $ | 0.18 | ||||
| Weighted average basic shares outstanding |
26,946 | 28,060 | ||||||
| Weighted average diluted shares outstanding |
27,647 | 29,090 | ||||||
| Cash dividends declared per common share |
$ | 0.0575 | $ | 0.0550 | ||||
See accompanying notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| (In thousands) | Quarter-Ended May 31, 2003 |
Quarter-Ended June 1, 2002 |
||||||
| Operating Activities |
||||||||
| Net earnings |
$ | 308 | $ | 5,238 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
6,160 | 6,089 | ||||||
| Deferred income taxes |
(277 | ) | (328 | ) | ||||
| Loss from equity investments |
561 | 1,118 | ||||||
| Gain on disposal of assets |
(144 | ) | (1,380 | ) | ||||
| Other, net |
(435 | ) | 1,053 | |||||
| Changes in operating assets and liabilities: |
||||||||
| Receivables |
7,804 | 10,908 | ||||||
| Inventories |
(1,837 | ) | (129 | ) | ||||
| Accounts payable and accrued expenses |
(20,009 | ) | (20,461 | ) | ||||
| Billings in excess of costs and earnings on uncompleted contracts |
(154 | ) | (2,335 | ) | ||||
| Accrued income taxes |
(67 | ) | 2,226 | |||||
| Net cash (used in) provided by continuing operating activities |
(8,090 | ) | 1,999 | |||||
| Investing Activities |
||||||||
| Capital expenditures |
(1,064 | ) | (3,357 | ) | ||||
| Proceeds from sales of property, plant and equipment |
6 | 2,386 | ||||||
| Investments in equity investments |
(33 | ) | (38 | ) | ||||
| Purchases of marketable securities |
(3,059 | ) | (3,151 | ) | ||||
| Sales/maturities of marketable securities |
2,589 | 6,451 | ||||||
| Net cash (used in) provided by investing activities |
(1,561 | ) | 2,291 | |||||
| Financing Activities |
||||||||
| Increase in (payments on) net borrowings under revolving credit agreement |
4,400 | (13,500 | ) | |||||
| Proceeds from issuance of long-term debt |
| 1,000 | ||||||
| Payments on long-term debt |
(240 | ) | (212 | ) | ||||
| Payments on deferred debt expense |
| (801 | ) | |||||
| Proceeds from issuance of common stock |
1,310 | 3,356 | ||||||
| Repurchase and retirement of common stock |
(302 | ) | (3,230 | ) | ||||
| Dividends paid |
(1,579 | ) | (1,573 | ) | ||||
| Net cash provided by (used in) financing activities |
3,589 | (14,960 | ) | |||||
| Cash provided by (used in) discontinued operations |
401 | (602 | ) | |||||
| Decrease in cash and cash equivalents |
(5,661 | ) | (11,272 | ) | ||||
| Cash and cash equivalents at beginning of year |
10,166 | 15,361 | ||||||
| Cash and cash equivalents at end of period |
$ | 4,505 | $ | 4,089 | ||||
See accompanying notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| 1. | Summary of Significant Accounting Policies |
In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of May 31, 2003 and March 1, 2003, and the results of operations and cash flows for the three-month periods ended May 31, 2003 and June 1, 2002. Certain prior-year amounts have been reclassified to conform to the current period presentation.
The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Companys annual financial statements and notes. The information included in this Form 10-Q should be read in conjunction with Managements Discussion and Analysis and financial statements and notes thereto included in the Companys Form 10-K for the year ended March 1, 2003. The results of operations for the 12-week periods ended May 31, 2003 and June 1, 2002 are not necessarily indicative of the results to be expected for the full year.
The Companys fiscal year ends on the Saturday closest to February 28. Each interim quarter ends on the Saturday closest to the end of the months of May, August and November.
| 2. | New Accounting Standards |
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities (VIE), an interpretation of ARB No. 51, which requires all VIEs to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the VIE. In addition, the interpretation expands disclosure requirements for both VIEs that are consolidated as well as VIEs from which the entity is the holder of a significant amount of the beneficial interests, but not the majority. The disclosure requirements of this interpretation are effective for all financial statements issued after January 31, 2003. The consolidation requirements of this interpretation are effective for all periods beginning after June 15, 2003. Because we have no variable interest entities, we do not expect that the adoption of this new standard will have an effect on our consolidated financial position or results of operations.
| 3. | Stock-Based Compensation |
Pursuant to SFAS No. 123, Accounting for Stock-Based Compensation, we account for activity within our stock-based employee compensation plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, we do not recognize compensation expense in connection with employee stock option grants because we grant stock options at exercise prices not less than the fair value of our common stock on the date of grant.
The following table shows the effect of net earnings and earnings per share had we applied the fair value expense recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
6
| Three months ended | |||||||
| (In thousands, except per share data) | May 31, 2003 |
June 1, 2002 | |||||
| Net earnings |
|||||||
| As reported |
$ | 308 | $ | 5,238 | |||
| Compensation expense, net of income taxes |
1,217 | 791 | |||||
| Pro forma |
$ | (909 | ) | $ | 4,447 | ||
| Earnings per sharebasic |
|||||||
| As reported |
$ | 0.01 | $ | 0.19 | |||
| Pro forma |
(0.03 | ) | 0.16 | ||||
| Earnings per sharediluted |
|||||||
| As reported |
$ | 0.01 | $ | 0.18 | |||
| Pro forma |
|||||||