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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)

 

Registrant’s 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 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

  Financial Information     

Item 1.

  Financial Statements (Unaudited):     
    Consolidated Balance Sheets as of May 29, 2004 and February 28, 2004    3
    Consolidated Results of Operations for the Quarters Ended May 29, 2004 and May 31, 2003    4
    Consolidated Statements of Cash Flows for the Three Months Ended May 29, 2004 and May 31, 2003    5
    Notes to Consolidated Financial Statements    6

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    11

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    17

Item 4.

  Controls and Procedures    17

PART II

  Other Information     

Item 1.

  Legal Proceedings    17

Item 2.

  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    17

Item 6.

  Exhibits and Reports on Form 8-K    18

Signature

   19

 

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Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CONSOLIDATED BALANCE SHEETS

 

(In thousands, except per share data)


  

May 29,

2004
(unaudited)


    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


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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


Table of Contents

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.

 

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Table of Contents

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 Company’s annual financial statements and notes. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and financial statements and notes thereto included in the Company’s 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 Company’s 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, Employer’s 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 entity’s 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.

 

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Table of Contents
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