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 29, 2004
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) | |
Registrants telephone number, including area code: (952) 835-1874
Common Stock $0.33 1/3 Par Value
(Title of each class)
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, 2004, 27,375,921 shares of the Registrants common stock, par value $0.33 1/3 per share, were outstanding.
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
2
| (In thousands, except per share data) |
May 29, 2004 |
February 28, 2004 |
||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 6,890 | $ | 7,822 | ||||
| Receivables, net of allowance for doubtful accounts |
105,568 | 99,968 | ||||||
| Inventories |
36,125 | 35,533 | ||||||
| Refundable income taxes |
| 2,578 | ||||||
| Current assets of discontinued operations |
1,345 | 1,343 | ||||||
| Deferred tax assets |
6,952 | 6,700 | ||||||
| Other current assets |
3,268 | 3,910 | ||||||
| Total current assets |
160,148 | 157,854 | ||||||
| Property, plant and equipment, net |
97,447 | 98,536 | ||||||
| Marketable securities available for sale |
14,158 | 13,987 | ||||||
| Investments in affiliated companies |
16,033 | 16,668 | ||||||
| Assets of discontinued operations |
3,260 | 3,260 | ||||||
| Goodwill |
42,960 | 42,960 | ||||||
| Intangible assets, at cost less accumulated amortization of $964 and $845, respectively |
1,359 | 1,365 | ||||||
| Other assets |
496 | 573 | ||||||
| Total assets |
$ | 335,861 | $ | 335,203 | ||||
| Liabilities and Shareholders Equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 40,122 | $ | 38,293 | ||||
| Accrued expenses |
35,916 | 41,294 | ||||||
| Current liabilities of discontinued operations |
3,110 | 3,643 | ||||||
| Billings in excess of costs and earnings on uncompleted contracts |
8,944 | 7,100 | ||||||
| Accrued income taxes |
1,905 | | ||||||
| Current installments of long-term debt |
300 | 308 | ||||||
| Total current liabilities |
90,297 | 90,638 | ||||||
| Long-term debt, less current installments |
39,300 | 39,650 | ||||||
| Long-term self-insurance reserves |
13,958 | 14,065 | ||||||
| Other long-term liabilities |
13,640 | 14,104 | ||||||
| Liabilities of discontinued operations |
9,206 | 9,290 | ||||||
| Commitments and contingent liabilities (Note 11) |
||||||||
| Shareholders equity |
||||||||
| Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 27,392,000 and 27,358,000, respectively |
9,131 | 9,119 | ||||||
| Additional paid-in capital |
56,435 | 55,749 | ||||||
| Retained earnings |
107,311 | 106,271 | ||||||
| Common stock held in trust |
(5,564 | ) | (5,368 | ) | ||||
| Deferred compensation obligations |
5,564 | 5,368 | ||||||
| Unearned compensation |
(2,318 | ) | (2,474 | ) | ||||
| Accumulated other comprehensive loss |
(1,099 | ) | (1,209 | ) | ||||
| Total shareholders equity |
169,460 | 167,456 | ||||||
| Total liabilities and shareholders equity |
$ | 335,861 | $ | 335,203 | ||||
See accompanying notes to consolidated financial statements.
3
CONSOLIDATED RESULTS OF OPERATIONS
(unaudited)
| Quarter ended |
||||||||
| (In thousands, except per share data) |
May 29, 2004 |
May 31, 2003 |
||||||
| Net sales |
$ | 145,900 | $ | 121,467 | ||||
| Cost of sales |
120,087 | 98,992 | ||||||
| Gross profit |
25,813 | 22,475 | ||||||
| Selling, general and administrative expenses |
21,516 | 20,547 | ||||||
| Operating income |
4,297 | 1,928 | ||||||
| Interest income |
1,083 | 159 | ||||||
| Interest expense |
897 | 965 | ||||||
| Other (expense) income, net |
(43 | ) | | |||||
| Equity in loss of affiliated companies |
(649 | ) | (561 | ) | ||||
| Earnings from continuing operations before income taxes |
3,791 | 561 | ||||||
| Income tax expense |
702 | 152 | ||||||
| Earnings from continuing operations |
3,089 | 409 | ||||||
| Earnings (loss) from discontinued operations, net of income taxes |
67 | (101 | ) | |||||
| Net earnings |
$ | 3,156 | $ | 308 | ||||
| Earnings per share basic |
||||||||
| Earnings from continuing operations |
$ | 0.11 | $ | 0.02 | ||||
| Earnings (loss) from discontinued operations |
0.01 | (0.01 | ) | |||||
| Net earnings |
$ | 0.12 | $ | 0.01 | ||||
| Earnings per share diluted |
||||||||
| Earnings from continuing operations |
$ | 0.11 | $ | 0.01 | ||||
| Earnings (loss) from discontinued operations |
| | ||||||
| Net earnings |
$ | 0.11 | $ | 0.01 | ||||
| Weighted average basic shares outstanding |
27,104 | 26,946 | ||||||
| Weighted average diluted shares outstanding |
27,771 | 27,647 | ||||||
| Cash dividends declared per common share |
$ | 0.0600 | $ | 0.0575 | ||||
See accompanying notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Quarter-ended |
||||||||
| (In thousands) |
May 29, 2004 |
May 31, 2003 |
||||||
| Operating Activities |
||||||||
| Net earnings |
$ | 3,156 | $ | 308 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||
| Net (earnings) loss from discontinued operations |
(67 | ) | 101 | |||||
| Depreciation and amortization |
4,490 | 5,482 | ||||||
| Deferred income taxes |
104 | (239 | ) | |||||
| Equity in loss of affiliated companies |
649 | 561 | ||||||
| Gain on disposal of assets |
(331 | ) | (304 | ) | ||||
| Other, net |
642 | (165 | ) | |||||
| Changes in operating assets and liabilities, net of effect of acquisitions: |
||||||||
| Receivables |
(5,600 | ) | 9,406 | |||||
| Inventories |
(592 | ) | (1,735 | ) | ||||
| Accounts payable and accrued expenses |
(3,633 | ) | (22,096 | ) | ||||
| Billings in excess of costs and earnings on uncompleted contracts |
1,844 | (154 | ) | |||||
| Refundable and accrued income taxes |
4,483 | (67 | ) | |||||
| Other, net |
54 | 51 | ||||||
| Net cash provided by (used in) continuing operating activities |
5,199 | (8,851 | ) | |||||
| Investing Activities |
||||||||
| Capital expenditures |
(3,265 | ) | (915 | ) | ||||
| Proceeds from sales of property, plant and equipment |
69 | 6 | ||||||
| Investments in equity investments |
(14 | ) | (33 | ) | ||||
| Purchases of marketable securities |
(9,247 | ) | (3,059 | ) | ||||
| Sales/maturities of marketable securities |
8,635 | 2,589 | ||||||
| Net cash used in investing activities |
(3,822 | ) | (1,412 | ) | ||||
| Financing Activities |
||||||||
| Net (payments on) proceeds from revolving credit agreement |
(350 | ) | 4,400 | |||||
| Payments on long-term debt |
(8 | ) | (240 | ) | ||||
| Proceeds from issuance of common stock, net of cancellations |
209 | 895 | ||||||
| Dividends paid |
(1,647 | ) | (1,579 | ) | ||||
| Net cash (used in) provided by financing activities |
(1,796 | ) | 3,476 | |||||
| Cash (used in) provided by discontinued operations |
(513 | ) | 1,126 | |||||
| Decrease in cash and cash equivalents |
(932 | ) | (5,661 | ) | ||||
| Cash and cash equivalents at beginning of year |
7,822 | 10,166 | ||||||
| Cash and cash equivalents at end of period |
$ | 6,890 | $ | 4,505 | ||||
See accompanying notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| 1. | Basis of Presentation |
The consolidated financial statements of Apogee Enterprises, Inc. (the Company) included herein have been prepared in accordance with accounting principles generally accepted in the United States. The consolidated financial statements and notes are presented as permitted by the regulations of the Securities and Exchange Commission (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 February 28, 2004. The results of operations for the three-month periods ended May 29, 2004 and May 31, 2003 are not necessarily indicative of the results to be expected for the full year.
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 29, 2004 and February 28, 2004, and the results of operations and cash flows for the three-month periods ended May 29, 2004 and May 31, 2003. As explained in Note 10, during the fourth quarter of fiscal 2004, the Company completed the sale of its retail auto glass business. Accordingly, prior year results of this business have been reclassified as discontinued operations. Certain prior-year amounts have been reclassified to conform to the current period presentation.
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 December 2003, the FASB revised SFAS No. 132, Employers Disclosures about Pensions and Other Post-retirement Benefits. The revised standard requires new disclosures in addition to those required by the original standard about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit post-retirement plans. As revised, SFAS No. 132R, is effective for financial statements with fiscal years ending after December 15, 2003. The interim-period disclosures required by this standard are effective for interim periods beginning after December 15, 2003. However, disclosure of the estimated future benefit payments is effective for fiscal years ending after June 14, 2004. See Note 9 for disclosures regarding our defined benefit pension plan.
In January 2003, the 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 December 2003, the FASB revised FIN 46, delaying the effective dates for certain entities created before February 1, 2003, and making other amendments to clarify application of the guidance. For potential variable interest entities other than any Special Purpose Entities (SPEs), the revised FIN 46 (FIN46R) is now required to be applied no later than the end of the first fiscal year or interim reporting period ending after March 15, 2004. The original guidance under FIN 46 is still applicable, however, for all SPEs created prior to February 1, 2003 at the end of the first interim or annual reporting period ending after December 15, 2003. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date it is first applied, or by restating previously issued financial statements with a cumulative-effect adjustment as of the beginning of the first year restated. FIN 46R also requires certain disclosures of an entitys relationship with variable interest entities. The adoption of this standard in the first quarter of fiscal 2005 did not have a material effect on our consolidated financial position or results of operations.
In March 2004, the Emerging Issues Task Force (EITF) reached a consensus on the remaining portions of EITF 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, effective for the first fiscal year or interim period beginning after June 15, 2004. EITF 003-01 provides new disclosure requirements for other-than-temporary impairments on debt and equity investments. Investors are required to disclose quantitative information about: (i) the aggregate amount of unrealized losses, and (ii) the aggregate related fair values of investments with unrealized losses, segregated into time periods during which the investment has been in an unrealized loss position of less than 12 months and greater than 12 months. In addition, investors are required to disclose the qualitative information that supports their conclusion that the impairments noted in the qualitative disclosure are not other-than-temporary. The adoption of this EITF is not expected to have a material impact on our results of operations or financial condition.
6
| 3. | Stock-Based Compensation |
Pursuant to SFAS No. 123, Accounting for Stock-Based Compensation, the Company accounts for activity within its 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, the Company does not recognize