APOGEE ENTERPRISES, INC. 10-Q

Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except stock data) August 28, 2021 February 27, 2021 Assets Current assets Cash and cash equivalents $ 61,821 $ 47,277 Receivables, net 160,858 175,917 Inventories 76,601 72,823 Costs and earnings on contracts in excess of billings 26,303 29,497 Other current assets 18,311 25,160 Total current assets 343,894 350,674 Property, plant and equipment, net 272,994 298,443 Operating lease right-of-use assets 52,087 58,864 Goodwill 130,388 130,098 Intangible assets 126,642 130,053 Other non-current assets 50,448 46,967 Total assets $ 976,453 $ 1,015,099 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $ 79,166 $ 76,204 Accrued payroll and related benefits 38,492 50,125 Billings on contracts in excess of costs and earnings 20,825 22,789 Operating lease liabilities 11,466 13,251 Current portion of debt 1,000 2,000 Other current liabilities 48,700 53,183 Total current liabilities 199,649 217,552 Long-term debt 162,000 163,000 Non-current operating lease liabilities 45,387 48,439 Non-current self-insurance reserves 26,194 24,880 Other non-current liabilities 66,662 68,483 Commitments and contingent liabilities (Note 8) Shareholders’ equity Common stock of $ 0.33 -1/3 par value; authorized 50,000,000 shares; issued and outstanding 25,394,275 and 25,713,688 respectively 8,465 8,571 Additional paid-in capital 158,115 154,958 Retained earnings 336,398 357,243 Accumulated other comprehensive loss ( 26,417 ) ( 28,027 ) Total shareholders’ equity 476,561 492,745 Total liabilities and shareholders’ equity $ 976,453 $ 1,015,099 See accompanying notes to consolidated financial statements. 4 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended (In thousands, except per share data) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Net sales $ 325,797 $ 319,483 $ 651,803 $ 608,578 Cost of sales 277,795 243,296 536,091 472,141 Gross profit 48,002 76,187 115,712 136,437 Selling, general and administrative expenses 51,070 52,972 102,739 106,754 Operating (loss) income ( 3,068 ) 23,215 12,973 29,683 Interest expense, net 1,072 1,324 2,310 2,739 Other income (expense), net 105 1,260 ( 209 ) 213 (Loss) earnings before income taxes ( 4,035 ) 23,151 10,454 27,157 Income tax (benefit) expense ( 1,919 ) 5,493 1,753 6,623 Net (loss) earnings $ ( 2,116 ) $ 17,658 $ 8,701 $ 20,534 (Loss) earnings per share - basic $ ( 0.08 ) $ 0.68 $ 0.34 $ 0.78 (Loss) earnings per share - diluted $ ( 0.08 ) $ 0.67 $ 0.34 $ 0.77 Weighted average basic shares outstanding 25,140 26,156 25,271 26,162 Weighted average diluted shares outstanding 25,140 26,525 25,637 26,507 See accompanying notes to consolidated financial statements. 5 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) Three Months Ended Six Months Ended (In thousands) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Net (loss) earnings $ ( 2,116 ) $ 17,658 $ 8,701 $ 20,534 Other comprehensive earnings (loss): Unrealized gain on marketable securities, net of $ 2 , $ 13 , $ 1 and $ 39 of tax expense, respectively 4 50 4 147 Unrealized (loss) gain on derivative instruments, net of $( 203 ), $ 404 , $ 8 and $ 215 of tax (benefit) expense, respectively ( 666 ) 1,319 26 703 Foreign currency translation adjustments ( 4,300 ) 6,139 1,580 ( 12 ) Other comprehensive (loss) earnings ( 4,962 ) 7,508 1,610 838 Total comprehensive (loss) earnings $ ( 7,078 ) $ 25,166 $ 10,311 $ 21,372 See accompanying notes to consolidated financial statements. 6 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended (In thousands) August 28, 2021 August 29, 2020 Operating Activities Net earnings $ 8,701 $ 20,534 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 25,808 25,284 Share-based compensation 3,261 3,662 Deferred income taxes ( 4,560 ) 7,966 Asset impairment 15,403 — (Gain) loss on disposal of assets ( 1,355 ) 18 Noncash lease expense 6,216 6,032 Other, net 578 — Changes in operating assets and liabilities: Receivables 15,520 31,212 Inventories ( 3,607 ) 846 Costs and earnings on contracts in excess of billings 3,212 43,091 Accounts payable and accrued expenses ( 10,895 ) ( 36,922 ) Billings on contracts in excess of costs and earnings ( 2,144 ) ( 9,105 ) Refundable and accrued income taxes 1,981 ( 1,793 ) Operating lease liability ( 6,240 ) ( 5,857 ) Other 3,028 362 Net cash provided by operating activities 54,907 85,330 Investing Activities Capital expenditures ( 10,121 ) ( 14,224 ) Proceeds from sales of property, plant and equipment 1,292 — Other 66 ( 993 ) Net cash used by investing activities ( 8,763 ) ( 15,217 ) Financing Activities Borrowings on line of credit — 192,581 Repayments on debt ( 2,000 ) ( 5,400 ) Payments on line of credit — ( 237,500 ) Proceeds from exercise of stock options 4,115 — Repurchase and retirement of common stock ( 22,419 ) ( 4,731 ) Dividends paid ( 10,060 ) ( 9,751 ) Other ( 1,853 ) ( 1,261 ) Net cash used by financing activities ( 32,217 ) ( 66,062 ) Increase in cash and cash equivalents 13,927 4,051 Effect of exchange rates on cash 617 ( 2 ) Cash, cash equivalents and restricted cash at beginning of year 47,277 14,952 Cash, cash equivalents and restricted cash at end of period $ 61,821 $ 19,001 Noncash Activity Capital expenditures in accounts payable $ 374 $ 657 See accompanying notes to consolidated financial statements. 7 Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (In thousands) Common Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings Common Stock Held in Trust Deferred Compensation Obligation Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity Balance at February 27, 2021 25,714 $ 8,571 $ 154,958 $ 357,243 $ ( 186 ) $ 186 $ ( 28,027 ) $ 492,745 Net earnings — — — 10,817 — — — 10,817 Unrealized gain on marketable securities, net of $ — tax expense — — — — — — — — Unrealized gain on foreign currency hedge, net of $ 211 tax expense — — — — — — 692 692 Foreign currency translation adjustments — — — — — — 5,880 5,880 Issuance of stock, net of cancellations 90 30 ( 7 ) — ( 3 ) 3 — 23 Share-based compensation — — 1,674 — — — — 1,674 Exercise of stock options 179 60 4,055 — — — — 4,115 Share repurchases ( 357 ) ( 119 ) ( 2,218 ) ( 10,288 ) — — — ( 12,625 ) Other share retirements ( 20 ) ( 7 ) ( 121 ) ( 607 ) — — — ( 735 ) Cash dividends — — — ( 5,035 ) — — — ( 5,035 ) Balance at May 29, 2021 25,606 $ 8,535 $ 158,341 $ 352,130 $ ( 189 ) $ 189 $ ( 21,455 ) $ 497,551 Net loss — — — ( 2,116 ) — — — ( 2,116 ) Unrealized gain on marketable securities, net of $ 2 tax expense — — — — — — 4 4 Unrealized loss on foreign currency hedge, net of $ 203 tax benefit — — — — — — ( 666 ) ( 666 ) Foreign currency translation adjustments — — — — — — ( 4,300 ) ( 4,300 ) Issuance of stock, net of cancellations 67 22 — — ( 3 ) 3 — 22 Share-based compensation — — 1,587 — — — — 1,587 Share repurchases ( 249 ) ( 83 ) ( 1,616 ) ( 8,095 ) — — — ( 9,794 ) Other share retirements ( 30 ) ( 9 ) ( 197 ) ( 496 ) — — — ( 702 ) Cash dividends — — — ( 5,025 ) — — — ( 5,025 ) Balance at August 28, 2021 25,394 $ 8,465 $ 158,115 $ 336,398 $ ( 192 ) $ 192 $ ( 26,417 ) $ 476,561 See accompanying notes to consolidated financial statements. 8 Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (In thousands) Common Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings Common Stock Held in Trust Deferred Compensation Obligation Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity Balance at February 29, 2020 26,443 $ 8,814 $ 154,016 $ 388,010 $ ( 685 ) $ 685 $ ( 34,062 ) $ 516,778 Net earnings — — — 2,876 — — — 2,876 Unrealized gain on marketable securities, net of $ 26 tax expense — — — — — — 97 97 Unrealized loss on foreign currency hedge, net of $ 189 tax benefit — — — — — — ( 617 ) ( 617 ) Foreign currency translation adjustments — — — — — — ( 6,151 ) ( 6,151 ) Issuance of stock, net of cancellations 183 62 ( 39 ) — ( 11 ) 11 — 23 Share-based compensation — — 1,406 — — — — 1,406 Share repurchases ( 231 ) ( 77 ) ( 1,370 ) ( 3,284 ) — — — ( 4,731 ) Other share retirements ( 26 ) ( 9 ) ( 151 ) ( 505 ) — — — ( 665 ) Cash dividends — — — ( 4,872 ) — — — ( 4,872 ) Balance at May 30, 2020 26,369 $ 8,790 $ 153,862 $ 382,225 $ ( 696 ) $ 696 $ ( 40,733 ) $ 504,144 Net earnings — — — 17,658 — — — 17,658 Unrealized gain on marketable securities, net of $ 13 tax expense — — — — — — 50 50 Unrealized gain on foreign currency hedge, net of $ 404 tax expense — — — — — — 1,319 1,319 Foreign currency translation adjustments — — — — — — 6,139 6,139 Issuance of stock, net of cancellations 121 41 ( 23 ) — ( 11 ) 11 — 18 Share-based compensation — — 2,256 — — — — 2,256 Other share retirements ( 23 ) ( 8 ) ( 139 ) ( 390 ) — — — ( 537 ) Cash dividends — — — ( 4,879 ) — — — ( 4,879 ) Balance at August 29, 2020 26,467 $ 8,823 $ 155,956 $ 394,614 $ ( 707 ) $ 707 $ ( 33,225 ) $ 526,168 See accompanying notes to consolidated financial statements. 9 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Summary of Significant Accounting Policies Basis of presentation The consolidated financial statements of Apogee Enterprises, Inc. (we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States. The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended February 27, 2021. We use the same accounting policies in preparing quarterly and annual financial statements. All adjustments necessary for a fair presentation of quarterly and year to date operating results are reflected herein and are of a normal, recurring nature. The results of operations for the three- and six-month periods ended August 28, 2021 are not necessarily indicative of the results to be expected for the full year. COVID-19 update During fiscal 2021, as a result of the global COVID-19 pandemic, we experienced some delays in commercial construction projects and orders and other disruptions to our business, including various physical distancing and health-related precautions, and we were required to close operations at two facilities in our Large-Scale Optical (LSO) segment for a portion of fiscal 2021 due to governmental orders. We were also impacted by quarantine-related absenteeism among our production workforce, resulting in labor constraints at some of our facilities. In the first two quarters of fiscal 2022, the negative impacts on our business directly due to the COVID-19 pandemic have moderated. The extent to which COVID-19 will continue to impact our businesses in the future will depend on numerous evolving factors including, but not limited to, the emergence of new variants of the coronavirus, such as the Delta variant, and the effectiveness of ongoing public health initiatives, which have been boosted by vaccine production and distribution. Adoption of new accounting standards At the beginning of fiscal 2022, we adopted the guidance in ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments in this ASU removed exceptions on intra-period tax allocations and reporting and provided simplification on accounting for franchise taxes, tax basis goodwill and tax law changes. The adoption of this ASU did not have a significant impact on the consolidated financial statements. At the beginning of fiscal 2022, we adopted the guidance in ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The adoption of this ASU did not have a significant impact on the consolidated financial statements. Subsequent events We have evaluated subsequent events for potential recognition and disclosure through the date of this filing and determined that there were no subsequent events that required recognition or disclosure in the consolidated financial statements. 2. Revenue, Receivables and Contract Assets and Liabilities Revenue The following table disaggregates total revenue by timing of recognition (see Note 12 for disclosure of revenue by segment): Three Months Ended Six Months Ended (In thousands) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Recognized at shipment $ 137,783 $ 133,997 $ 278,066 $ 250,160 Recognized over time 188,014 185,486 373,737 358,418 Total $ 325,797 $ 319,483 $ 651,803 $ 608,578 Receivables Receivables reflected in the financial statements represent the net amount expected to be collected. An allowance for credit losses is established based on expected losses. Expected losses are estimated by reviewing individual accounts, considering aging, financial condition of the debtor, recent payment history, current and forecast economic conditions and other relevant factors. Upon billing, aging of receivables is monitored until collection. An account is considered current when it is within agreed upon payment terms. An account is written off when it is determined that the asset is no longer collectible. Retainage on construction contracts represents amounts withheld by our customers on long-term projects until the project reaches a level of completion where amounts are released. 10 Table of Contents (In thousands) August 28, 2021 February 27, 2021 Trade accounts $ 123,658 $ 120,534 Construction contracts 5,584 12,163 Contract retainage 33,719 45,167 Total receivables 162,961 177,864 Less: allowance for credit losses 2,103 1,947 Net receivables $ 160,858 $ 175,917 The following table summarizes the activity in the allowance for credit losses: (In thousands) August 28, 2021 February 27, 2021 Beginning balance $ 1,947 $ 2,469 Additions charged to costs and expenses 239 389 Deductions from allowance, net of recoveries ( 75 ) ( 887 ) Other changes (1) ( 8 ) ( 24 ) Ending balance $ 2,103 $ 1,947 (1) Result of foreign currency effects Contract assets and liabilities Contract assets consist of retainage, costs and earnings in excess of billings and other unbilled amounts typically generated when revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts. Retainage is classified within receivables and deferred revenue is classified within other current liabilities on our consolidated balance sheets. The time period between when performance obligations are complete and when payment is due is not significant. In certain of our businesses that recognize revenue over time, progress billings follow an agreed-upon schedule of values, and retainage is withheld by the customer until the project reaches a level of completion where amounts are released. (In thousands) August 28, 2021 February 27, 2021 Contract assets $ 60,022 $ 74,664 Contract liabilities 24,096 25,000 The change in contract assets and contract liabilities was mainly due to timing of project activity within our businesses that operate under long-term contracts. Other contract-related disclosures Three Months Ended Six Months Ended (In thousands) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Revenue recognized related to contract liabilities from prior year-end $ 2,479 $ 1,184 $ 16,579 $ 14,195 Revenue recognized related to prior satisfaction of performance obligations 5,354 3,652 7,518 6,529 Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that timeframe. Generally, these contracts are in our businesses with long-term contracts which recognize revenue over time. As of August 28, 2021, the transaction price associated with unsatisfied performance obligations was approximately $ 857.2 million. The performance obligations are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods: (In thousands) August 28, 2021 Within one year $ 500,758 Within two years 341,749 Beyond 14,674 Total $ 857,181 11 Table of Contents 3. Supplemental Balance Sheet Information Inventories (In thousands) August 28, 2021 February 27, 2021 Raw materials $ 41,730 $ 36,681 Work-in-process 18,314 18,932 Finished goods 16,557 17,210 Total inventories $ 76,601 $ 72,823 Other current liabilities (In thousands) August 28, 2021 February 27, 2021 Warranties $ 11,234 $ 12,298 Accrued project losses 1,260 4,572 Property and other taxes 7,388 7,459 Accrued self-insurance reserves 5,500 6,482 Accrued freight 1,837 1,477 Other 21,481 20,895 Total other current liabilities $ 48,700 $ 53,183 Other non-current liabilities (In thousands) August 28, 2021 February 27, 2021 Deferred benefit from New Market Tax Credit transactions $ 15,717 $ 15,717 Retirement plan obligations 7,640 7,730 Deferred compensation plan 13,811 13,507 Deferred tax liabilities 5,850 8,310 Deferred payroll taxes 6,789 6,789 Other 16,855 16,430 Total other non-current liabilities $ 66,662 $ 68,483 4. Financial Instruments Marketable securities Through our wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), w e hold the following available-for-sale marketable securities, made up of municipal and corporate bonds: (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value August 28, 2021 $ 12,399 $ 385 $ 2 $ 12,782 February 27, 2021 12,517 386 10 12,893 Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using reinsurance agreements to meet statutory requirements. The reinsurance carrier requires Prism to maintain fixed-maturity investments for the purpose of providing collateral for Prism’s obligations under the reinsurance agreements. The amortized cost and estimated fair values of these bonds at August 28, 2021, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without penalty. 12 Table of Contents (In thousands) Amortized Cost Estimated Fair Value Due within one year $ 889 $ 896 Due after one year through five years 8,614 8,908 Due after five years through 10 years 2,096 2,149 Due beyond 15 years 800 829 Total $ 12,399 $ 12,782 Derivative instruments We use interest rate swaps, foreign exchange forward contracts, commodity swaps and forward purchase contracts to manage risks generally associated with foreign exchange rate, interest rate and commodity price fluctuations. The information that follows explains the various types of derivatives and financial instruments we use, how such instruments are accounted for, and how such instruments impact our financial position and performance. In fiscal 2020, we entered into an interest rate swap to hedge exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility and term loan. As of August 28, 2021, the interest rate swap contract had a notional value of $ 37.5 million. We periodically enter into forward purchase contracts and/or fixed/floating swaps to manage the risk associated with fluctuations in aluminum prices and fluctuations in foreign exchange rates (primarily related to the Canadian dollar). These contracts generally have an original maturity date of less than one year. As of August 28, 2021, we held foreign exchange forward contracts and aluminum fixed/floating swaps with U.S. dollar notional values of $ 9.0 million and $ 6.9 million, respectively. These derivative instruments are recorded within our consolidated balance sheets within other current assets and liabilities. Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive income. Fair value measurements Financial assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement: Level 1 (unadjusted quoted prices in active markets for identical assets or liabilities); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). We do not have any Level 3 financial assets or liabilities. (In thousands) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Total Fair Value August 28, 2021 Assets: Money market funds $ 42,003 $ — $ 42,003 Municipal and corporate bonds — 12,782 12,782 Cash surrender value of life insurance — 18,750 18,750 Aluminum hedge contracts — 1,200 1,200 Liabilities: Deferred compensation — 13,811 13,811 Foreign currency forward/option contracts — 269 269 Interest rate swap contract — 319 319 February 27, 2021 Assets: Money market funds $ 26,034 $ — $ 26,034 Municipal and corporate bonds — 12,893 12,893 Cash surrender value of life insurance — 18,632 18,632 Foreign currency forward/option contracts — 606 606 Aluminum hedge contracts — 363 363 Liabilities: Deferred compensation — 13,507 13,507 Interest rate swap contract — 504 504 13 Table of Contents Money market funds and commercial paper Fair value of money market funds was determined based on quoted prices for identical assets in active markets. Commercial paper was measured at fair value using inputs based on quoted prices for similar securities in active markets. These assets are included within cash and cash equivalents on our consolidated balance sheets. Municipal and corporate bonds Municipal and corporate bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our consolidated balance sheets as other current or other non-current assets based on maturity date. Cash surrender value of life insurance and deferred compensation Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. Changes in cash surrender value are recorded in other expense. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds. Derivative instruments The interest rate swap is measured at fair value using other observable market inputs, based off of benchmark interest rates. Forward foreign exchange and fixed/floating aluminum contracts are measured at fair value using other observable market inputs, such as quotations on forward foreign exchange points, foreign currency exchange rates, and forward purchase aluminum prices. Derivative positions are primarily valued using standard calculations and models that use as their basis readily observable market parameters. Industry standard data providers are our primary source for forward and spot rate information for both interest and currency rates and aluminum prices. Nonrecurring fair value measurements We measure certain financial instruments at fair value on a nonrecurring basis including goodwill, intangible assets, property and equipment and right-of-use lease assets. These assets were initially measured and recognized at amounts equal to the fair value determined as of the date of acquisition or purchase subject to changes in value only for foreign currency translation. Periodically, these assets are tested for impairment, by comparing their respective carrying values to the estimated fair value of the reporting unit or asset group in which they reside. In the event any of these assets were to become impaired, we would recognize an impairment expense equal to the amount by which the carrying value of the reporting unit, impaired asset or asset group exceeds its estimated fair value. Fair value measurements of reporting units are estimated using an income approach involving discounted cash flow models that contain certain Level 3 inputs requiring significant management judgment, including projections of economic conditions, customer demand and changes in competition, revenue growth rates, gross profit margins, operating margins, capital expenditures, working capital requirements, terminal growth rates and discount rates. Fair value measurements of the reporting units associated with our goodwill balances and our indefinite-lived intangible assets are estimated at least annually in the fourth quarter of each fiscal year for purposes of impairment testing if a quantitative analysis is performed. See Note 13 for additional information on the impairment charges recorded to fixed assets and right-of-use lease assets during the second quarter of fiscal 2022. 5. Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses. We evaluate goodwill for impairment annually as of the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Based on the impairment analysis performed in the fourth quarter of fiscal 2021, estimated fair value was in excess of carrying value at six of our eight reporting units. However, estimated fair value did not exceed carrying value for two reporting units within the Architectural Framing Systems segment, EFCO and Sotawall. As a result, as of February 27, 2021, we incurred goodwill impairment expense of $ 46.7 million and $ 17.1 million in our EFCO and Sotawall reporting units, respectively. The goodwill impairment expense recorded during the year ended February 27, 2021, as reflected in the table below, represents the total accumulated goodwill impairment expenses recorded. 14 Table of Contents The carrying amount of goodwill attributable to each reporting segment was: (In thousands) Architectural Framing Systems Architectural Glass Architectural Services Large-Scale Optical Total Balance at February 29, 2020 $ 148,183 $ 25,656 $ 1,120 $ 10,557 $ 185,516 Adjustment (1) 6,315 — — — 6,315 Impairment expense ( 63,769 ) — — — ( 63,769 ) Foreign currency translation 2,370 ( 334 ) — — 2,036 Balance at February 27, 2021 93,099 25,322 1,120 10,557 130,098 Foreign currency translation 248 42 — — 290 Balance at August 28, 2021 $ 93,347 $ 25,364 $ 1,120 $ 10,557 $ 130,388 (1) During the first quarter of fiscal 2021, we recorded a $6.3 million increase to goodwill and corresponding increase to deferred tax liabilities to correct an immaterial error related to prior periods. The error was not material to any previously reported annual or interim consolidated financial statements. Other intangible assets We have intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives. We test indefinite-lived intangible assets for impairment annually at the same measurement date as goodwill, the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Based on our analysis, the fair value of each of our trade names and trademarks exceeded carrying amount, except for the EFCO tradename, within our Architectural Framing Systems segment. The fair value determined for the EFCO tradename was less than its carrying value by $ 6.3 million; this amount was recognized as impairment expense in the fourth quarter ended February 27, 2021, as reflected in the table below. The gross carrying amount of other intangible assets and related accumulated amortization was: (In thousands) Gross Carrying Amount Accumulated Amortization Impairment Expense Foreign Currency Translation Net August 28, 2021 Definite-lived intangible assets: Customer relationships $ 122,961 $ ( 44,042 ) $ — $ 742 $ 79,661 Other intangibles 41,838 ( 35,068 ) — 222 6,992 Total definite-lived intangible assets 164,799 ( 79,110 ) — 964 86,653 Indefinite-lived intangible assets: Trademarks 39,832 — — 157 39,989 Total intangible assets $ 204,631 $ ( 79,110 ) $ — $ 1,121 $ 126,642 February 27, 2021 Definite-lived intangible assets: Customer relationships $ 119,647 $ ( 40,443 ) $ — $ 3,315 $ 82,519 Other intangibles 41,293 ( 34,234 ) — 643 7,702 Total definite-lived intangible assets 160,940 ( 74,677 ) — 3,958 90,221 Indefinite-lived intangible assets: Trademarks 45,300 — ( 6,300 ) 832 39,832 Total intangible assets $ 206,240 $ ( 74,677 ) $ ( 6,300 ) $ 4,790 $ 130,053 Amortization expense on definite-lived intangible assets was $ 3.9 million and $ 3.7 million for the six-month periods ended August 28, 2021 and August 29, 2020, respectively. Amortization expense of other identifiable intangible assets is included in selling, general and administrative expenses. At August 28, 2021, the estimated future amortization expense for definite-lived intangible assets was: (In thousands) Remainder of Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Estimated amortization expense $ 4,174 $ 8,307 $ 8,047 $ 7,657 $ 7,640 15 Table of Contents 6. Debt As of August 28, 2021, we had a committed revolving credit facility with maximum borrowings of up to $ 235 million with a maturity of June 2024. There were no outstanding borrowings under the revolving credit facility as of August 28, 2021 and February 27, 2021. At August 28, 2021 and February 27, 2021, we also had a $ 150 million term loan with a maturity date of June 2024. Our revolving credit facility and term loan contain two financial covenants that require us to stay below a maximum debt-to-EBITDA ratio and maintain a minimum ratio of interest expense-to-EBITDA. Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis. At August 28, 2021, we were in compliance with both financial covenants. Additionally, at August 28, 2021, we had a total of $ 16.6 million of ongoing letters of credit related to industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal years 2022 to 2032 and reduce borrowing capacity under the revolving credit facility. At August 28, 2021, debt included $ 13.0 million of industrial revenue bonds that mature in fiscal years 2023 through 2043. In July 2021, two $ 1.0 million industrial revenue bonds matured and were repaid. The fair value of all industrial revenue bonds approximated carrying value at August 28, 2021, due to the variable interest rates on these instruments. All debt would be classified as Level 2 within the fair value hierarchy described in Note 4. We also maintain two Canadian committed, revolving credit facilities totaling $ 25.0 million (USD). As of August 28, 2021 and February 27, 2021, there were no borrowings outstanding under the facilities. Interest payments were $ 1.9 million and $ 2.5 million for the six months ended August 28, 2021 and August 29, 2020, respectively. 7. Leases We lease certain of the buildings and equipment used in our operations. We determine if an arrangement contains a lease at inception. Currently, all of our lease arrangements are classified as operating leases. We elected the package of practical expedients permitted under the transition guidance in adopting ASC 842, which among other things, allowed us to carry forward our historical lease classification. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term and lease expense is recognized on a straight-line basis over the lease term. Our leases have remaining lease terms of one to ten years, some of which include renewal options that can extend the lease for up to an additional ten years at our sole discretion. We have made an accounting policy election not to record leases with an original term of 12 months or less on our consolidated balance sheet and such leases are expensed on a straight-line basis over the lease term. In determining lease asset value, we consider fixed or variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. We use a discount rate for each lease based upon an estimated incremental borrowing rate over a similar term. We have elected the practical expedient to account for lease and non lease components (e.g., common-area maintenance costs) as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We are not a lessor in any transactions. The components of lease expense were as follows: Three Months Ended Six Months Ended (In thousands) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Operating lease cost $ 3,518 $ 3,290 $ 6,899 $ 6,851 Short-term lease cost 240 442 464 912 Variable lease cost 734 645 1,457 1,392 Total lease cost $ 4,492 $ 4,377 $ 8,820 $ 9,155 16 Table of Contents Other supplemental information related to leases was as follows: Six Months Ended (In thousands except weighted-average data) August 28, 2021 August 29, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 7,186 $ 6,562 Lease assets obtained in exchange for new operating lease liabilities $ 1,281 $ 6,778 Weighted-average remaining lease term - operating leases 5.7 years 4.9 years Weighted-average discount rate - operating leases 2.95 % 3.55 % Future maturities of lease liabilities are as follows: (In thousands) August 28, 2021 Remainder of Fiscal 2022 $ 6,956 Fiscal 2023 12,843 Fiscal 2024 10,871 Fiscal 2025 9,597 Fiscal 2026 7,726 Fiscal 2027 6,203 Thereafter 6,720 Total lease payments 60,916 Less: Amounts representing interest 4,063 Present value of lease liabilities $ 56,853 8. Commitments and Contingent Liabilities Bond commitments In the ordinary course of business, predominantly in our Architectural Services and Architectural Framing Systems segments, we are required to provide surety or performance bonds that commit payments to our customers for any non-performance. At August 28, 2021, $ 1.2 billion of these types of bonds were outstanding, of which $ 490.1 million is in our backlog. These bonds do not have stated expiration dates. We have never been required to make payments under surety or performance bonds with respect to our existing businesses. Warranty and project-related contingencies We reserve estimated exposures on known claims, as well as on a portion of anticipated claims, for product warranty and rework cost, based on historical product liability claims as a ratio of sales. Claim costs are deducted from the accrual when paid. Factors that could have an impact on the warranty accrual in any given period include the following: changes in manufacturing quality, changes in product mix and any significant changes in sales volume. A warranty rollforward follows: Six Months Ended (In thousands) August 28, 2021 August 29, 2020 Balance at beginning of period $ 14,999 $ 15,629 Additional accruals 4,400 3,083 Claims paid ( 5,871 ) ( 2,050 ) Balance at end of period $ 13,528 $ 16,662 Additionally, we are subject to project management and installation-related contingencies as a result of our fixed-price material supply and installation service contracts, primarily in our Architectural Services segment and certain of our Architectural Framing Systems businesses. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages. The liability for these types of project-related contingencies was $ 1.3 million and $ 4.6 million as of August 28, 2021 and February 27, 2021, respectively. Letters of credit At August 28, 2021, we had $ 16.6 million of ongoing letters of credit, all of which have been issued under our committed revolving credit facility, as discussed in Note 6. We also have a $6.9 million letter of credit which has been issued outside our committed revolving credit facility, with no impact on our borrowing capacity and debt covenants. 17 Table of Contents Purchase obligations Purchase obligations for raw material commitments and capital expenditures totaled $ 203.8 million as of August 28, 2021. New Markets Tax Credit (NMTC) transactions We have three outstanding NMTC arrangements which help to support operational expansion. Proceeds received from investors on these transactions are included within other non-current liabilities in our consolidated balance sheets. The NMTC arrangements are subject to 100 percent tax credit recapture for a period of seven years from the date of each respective transaction. Upon the termination of each arrangement, these proceeds will be recognized in earnings in exchange for the transfer of tax credits. The direct and incremental costs incurred in structuring these arrangements have been deferred and are included in other non-current assets in our consolidated balance sheets. These costs will be recognized in conjunction with the recognition of the related proceeds on each arrangement. During the construction phase for each project, we are required to hold cash dedicated to fund each capital project which is classified as restricted cash in our consolidated balance sheets. Variable-interest entities, which have been included within our consolidated financial statements, have been created as a result of the structure of these transactions, as investors in the programs do not have a material interest in their underlying economics. The table below provides a summary of our outstanding NMTC transactions (in millions): Inception date Termination date Proceeds received Deferred costs Net benefit June 2016 June 2023 $ 6.0 $ 1.2 $ 4.8 August 2018 August 2025 6.6 1.3 5.3 September 2018 September 2025 3.2 1.0 2.2 Total $ 15.8 $ 3.5 $ 12.3 Litigation The Company is a party to various legal proceedings incidental to its normal operating activities. In particular, like others in the construction supply and services industry, the Company is routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We have in the past and are currently subject to product liability and warranty claims, including certain legal claims related to a commercial sealant product formerly incorporated into our products. The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters. Although it is very difficult to accurately predict the outcome of any such proceedings, facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations, cash flows or financial condition of the Company. 9. Share-Based Compensation Total share-based compensation expense included in the results of operations was $ 3.3 million for the six-month period ended August 28, 2021 and $ 3.7 million for the six-month period ended August 29, 2020. Stock options and SARs Stock option and SAR activity for the current six-month period is summarized as follows: Stock options and SARs Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at February 27, 2021 633,700 $ 23.04 Awards exercised ( 178,564 ) 23.04 Awards canceled ( 84,336 ) 23.04 Outstanding at August 28, 2021 370,800 $ 23.04 8.8 years $ 4,694,328 Vested or expected to vest at August 28, 2021 370,800 $ 23.04 8.8 years $ 4,694,328 For the six-months ended August 28, 2021, cash proceeds from the exercise of stock options were $ 4.1 million and the aggregate intrinsic value of securities exercised (the amount by which the stock price on the date of exercise exceeded the stock price of the award on the date of grant) was $ 2.3 million. No awards were issued or exercised during the six-months ended August 29, 2020. 18 Table of Contents Executive Compensation Program In fiscal 2022, the Compensation Committee of the Board of Directors implemented an executive compensation program for certain key employees. In the first quarter of fiscal 2022, we issued performance shares in the form of nonvested share unit awards, which give the recipient the right to receive shares earned at the vesting date. The number of share units issued at grant is equal to the target number of performance shares and allows for the right to receive an additional number of shares dependent on achieving a defined performance goal of return on invested capital and being employed at the end of the performance period. Nonvested share awards and units Nonvested share activity, including performance share units, for the current six-month period is summarized as follows: Nonvested shares and units Number of Shares and Units Weighted Average Grant Date Fair Value Nonvested at February 27, 2021 475,227 $ 27.52 Granted (1) 231,746 35.46 Vested ( 166,975 ) 28.55 Canceled ( 20,654 ) 30.27 Nonvested at August 28, 2021 (2) 519,344 $ 30.62 (1) Includes a total of 54,395 nonvested share units granted and outstanding at target level for the fiscal 2022-2024 performance period. (2) Includes a total of 50,825 nonvested share units granted and outstanding at target level for the fiscal 2022-2024 performance period. At August 28, 2021, there was $ 12.4 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 30 months. The total fair value of shares vested during the six months ended August 28, 2021 was $ 4.8 million. 10. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions, Canada, Brazil and other international jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years prior to fiscal 2018, or state and local income tax examinations for years prior to fiscal 2013. The Company is not currently under U.S. federal examination for years subsequent to fiscal year 2017, and there is limited audit activity of the Company’s income tax returns in U.S. state jurisdictions or international jurisdictions. The total liability for unrecognized tax benefits was $ 3.8 million at August 28, 2021 and February 27, 2021, respectively. Penalties and interest related to unrecognized tax benefits are recorded in income tax expense. 11. Earnings per Share The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended (In thousands) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Basic earnings per share – weighted average common shares outstanding 25,140 26,156 25,271 26,162 Weighted average effect of nonvested share grants and assumed exercise of stock options — 369 366 345 Diluted earnings per share – weighted average common shares and potential common shares outstanding 25,140 26,525 25,637 26,507 Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares) 4 206 8 215 19 Table of Contents 12. Business Segment Data We have four reporting segments: • The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems comprising the outside skin and entrances of commercial, institutional and high-end multi-family residential buildings. • The Architectural Glass segment fabricates coated, high-performance glass used globally in customized window and wall systems comprising the outside skin of commercial, institutional and high-end multi-family residential buildings. • The Architectural Services segment provides full-service installation of the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings. • The Large-Scale Optical (LSO) segment manufactures value-added glass and acrylic products primarily for framing and display applications. Three Months Ended Six Months Ended (In thousands) August 28, 2021 August 29, 2020 August 28, 2021 August 29, 2020 Net sales Architectural Framing Systems $ 149,972 $ 152,927 $ 301,812 $ 303,091 Architectural Glass 79,373 86,584 162,404 163,495 Architectural Services 83,031 73,670 158,686 137,221 Large-Scale Optical 23,543 16,860 47,772 23,171 Intersegment eliminations ( 10,122 ) ( 10,558 ) ( 18,871 ) ( 18,400 ) Net sales $ 325,797 $ 319,483 $ 651,803 $ 608,578 Operating income (loss) Architectural Framing Systems $ 8,278 $ 11,697 $ 16,338 $ 18,993 Architectural Glass ( 16,995 ) 4,976 ( 14,867 ) 4,482 Architectural Services 7,242 6,569 11,779 11,912 Large-Scale Optical 5,483 2,149 11,330 ( 984 ) Corporate and other ( 7,076 ) ( 2,176 ) ( 11,607 ) ( 4,720 ) Operating (loss) income $ ( 3,068 ) $ 23,215 $ 12,973 $ 29,683 Due to the varying combinations and integration of individual window, storefront and curtainwall systems, it is impractical to report product revenues generated by class of product, beyond the segment revenues currently reported. 13. Restructuring On August 11, 2021, we announced plans to realign and simplify our business structure. During the second quarter of fiscal 2022, we incurred $ 20.8 million of pre-tax costs associated with the execution of these plans, of which $ 18.5 million is included within cost of sales and $ 2.3 million is included within selling, general and administrative expenses within our consolidated statements of operations. Costs primarily related to asset impairment charges due to the closure of two facilities within the Architectural Glass segment, in Dallas, Texas and Statesboro, Georgia in order to build focus within this segment on premium, high-performance products. Additionally, employee termination costs were incurred related to these facility closures, realignment of the Architectural Framing Systems segment, and within the Corporate office. We expect future pre-tax costs associated with the ongoing execution of these plans to be approximately $ 5 million, which will be incurred by the end of our fiscal year 2022. Three months ended August 28, 2021 (In thousands) Architectural Framing Architectural Glass Corporate and other Total Asset impairment charges $ 85 $ 15,318 $ — $ 15,403 Termination benefits 1,824 1,577 939 4,340 Other restructuring charges 139 496 436 1,071 Total restructuring charges $ 2,048 $ 17,391 $ 1,375 $ 20,814 The following table summarizes our restructuring related accrual balances included within accrued payroll and related costs and other current liabilities in the consolidated balance sheets. All balances are expected to be paid within the fiscal year. 20 Table of Contents (In thousands) Architectural Framing Architectural Glass Corporate and other Total Balance at March 1, 2020 $ — $ — $ — $ — Restructuring expense 4,020 325 229 4,574 Payments ( 1,148 ) ( 95 ) ( 68 ) ( 1,311 ) Balance at February 27, 2021 2,872 230 161 3,263 Restructuring expense 1,963 2,073 1,375 5,411 Payments ( 2,384 ) ( 205 ) ( 100 ) ( 2,689 ) Other adjustments ( 98 ) — — ( 98 ) Balance at August 28, 2021 $ 2,353 $ 2,098 $ 1,436 $ 5,887