What changed in this filing

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Item 1. Financial Statements

2022-12-29 compared with 2022-09-29 · 122 added, 95 removed, 498 unchanged (30% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

(In thousands, except stock data) August 27, 2022 February 26, 2022

(In thousands, except stock data) November 26, 2022 February 26, 2022

Current assets

37 unchanged sentences

CONSOLIDATED RESULTS OF OPERATIONS

Three Months Ended Six Months Ended

(In thousands, except per share data) August 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Three Months Ended Nine Months Ended

(In thousands, except per share data) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Net sales $ 367,847 $ 334,217 $ 1,096,591 $ 986,020

2 unchanged sentences

Selling, general and administrative expenses 51,847 46,970 157,112 149,709

Operating income (loss) 32,072 ( 3,068 ) 65,288 12,973

Operating income 34,761 17,710 100,049 30,684

Interest expense, net 2,590 528 5,494 2,838

Other expense (income), net 173 ( 105 ) 1,483 209

Earnings (loss) before income taxes 30,201 ( 4,035 ) 60,901 10,454

Income tax (benefit) expense ( 7,188 ) ( 1,919 ) 781 1,753

Net earnings (loss) $ 37,389 $ ( 2,116 ) $ 60,120 $ 8,701

Earnings (loss) per share - basic $ 1.71 $ ( 0.08 ) $ 2.72 $ 0.34

Earnings (loss) per share - diluted $ 1.68 $ ( 0.08 ) $ 2.66 $ 0.34

Other expense, net 552 3,057 2,035 3,266

Earnings before income taxes 31,619 14,125 92,520 24,580

Income tax expense 7,854 3,068 8,635 4,821

Net earnings $ 23,765 $ 11,057 $ 83,885 $ 19,759

Earnings per share - basic $ 1.09 $ 0.44 $ 3.81 $ 0.79

Earnings per share - diluted $ 1.07 $ 0.44 $ 3.74 $ 0.78

Weighted average basic shares outstanding 21,870 24,957 22,043 25,166

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

Three Months Ended Six Months Ended

(In thousands) August 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Net earnings (loss) $ 37,389 $ ( 2,116 ) $ 60,120 $ 8,701

Other comprehensive (loss) earnings:

Unrealized (loss) gain on marketable securities, net of $( 28 ), $ 2 , $( 102 ) and $ 1 of tax (benefit) expense, respectively

Three Months Ended Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Net earnings $ 23,765 $ 11,057 $ 83,885 $ 19,759

Other comprehensive (losses) earnings:

Unrealized loss on marketable securities, net of $( 24 ), $( 40 ), $( 127 ) and $( 39 ) of tax benefit, respectively

( 88 ) ( 151 ) ( 470 ) ( 147 )

Unrealized (loss) gain on derivative instruments, net of $( 152 ), $( 203 ), $( 1,469 ) and $ 8 of tax (benefit) expense, respectively

Unrealized gain (loss) on derivative instruments, net of $ 277 , $( 265 ), $( 1,192 ) and $( 257 ) of tax expense (benefit), respectively

905 ( 868 ) ( 3,911 ) ( 842 )

Foreign currency translation adjustments ( 1,295 ) ( 2,515 ) ( 2,340 ) ( 935 )

Other comprehensive (loss) earnings ( 3,383 ) ( 4,962 ) ( 6,243 ) 1,610

Total comprehensive earnings (loss) $ 34,006 $ ( 7,078 ) $ 53,877 $ 10,311

Other comprehensive losses ( 478 ) ( 3,534 ) ( 6,721 ) ( 1,924 )

Total comprehensive earnings $ 23,287 $ 7,523 $ 77,164 $ 17,835

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

(In thousands) August 27, 2022 August 28, 2021

Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021

Operating Activities

Net earnings $ 83,885 $ 19,759

Adjustments to reconcile net earnings to net cash (used) provided by operating activities:

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization 31,925 38,353

16 unchanged sentences

Other, net ( 2,724 ) ( 703 )

Net cash (used) provided by operating activities ( 2,643 ) 54,907

Net cash provided by operating activities 51,112 86,291

Investing Activities

12 unchanged sentences

Other, net ( 2,959 ) ( 1,895 )

Net cash provided (used) by financing activities 464 ( 32,217 )

Net cash used by financing activities ( 51,597 ) ( 43,994 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 12,469 ) 30,650

32 unchanged sentences

Balance at August 27, 2022 22,209 $ 7,403 $ 141,575 $ 240,245 $ ( 32,483 ) $ 356,740

Net earnings — — — 23,765 — 23,765

Unrealized loss on marketable securities, net of $ 24 tax benefit

— — — — ( 88 ) ( 88 )

Unrealized gain on derivative instruments, net of $ 277 tax expense

— — — — 905 905

Foreign currency translation adjustments — — — — ( 1,295 ) ( 1,295 )

Issuance of stock, net of cancellations 9 3 250 ( 196 ) — 57

Share-based compensation — — 2,567 — — 2,567

Other share retirements ( 4 ) ( 1 ) ( 34 ) ( 165 ) — ( 200 )

Cash dividends — — — ( 4,813 ) — ( 4,813 )

Balance at November 26, 2022 22,214 $ 7,405 $ 144,358 $ 258,836 $ ( 32,961 ) $ 377,638

See accompanying notes to consolidated financial statements.

25 unchanged sentences

Balance at August 28, 2021 25,394 $ 8,465 $ 158,115 $ 336,398 $ ( 26,417 ) $ 476,561

Net earnings — — — 11,057 — 11,057

Unrealized loss on marketable securities, net of $ 40 tax benefit

— — — — ( 151 ) ( 151 )

Unrealized loss on derivative instruments, net of $ 265 tax benefit

— — — — ( 868 ) ( 868 )

Foreign currency translation adjustments — — — — ( 2,515 ) ( 2,515 )

Issuance of stock, net of cancellations 1 — 22 — — 22

Share-based compensation — — 1,546 — — 1,546

Share repurchases ( 166 ) ( 55 ) ( 1,092 ) ( 5,598 ) — ( 6,745 )

Other share retirements ( 2 ) ( 1 ) ( 12 ) ( 51 ) — ( 64 )

Cash dividends — — — ( 4,990 ) — ( 4,990 )

Balance at November 27, 2021 25,227 $ 8,409 $ 158,579 $ 336,816 $ ( 29,951 ) $ 473,853

See accompanying notes to consolidated financial statements.

7 unchanged sentences

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 27, 2022 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three- and nine-month periods ended November 26, 2022 are not necessarily indicative of the results to be expected for the full year.

At the beginning of the first quarter of fiscal 2023, we began management of the Sotawall and Harmon businesses under the Architectural Services segment in order to create a single, unified offering for larger custom curtainwall projects.

2 unchanged sentences

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 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Three Months Ended Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Recognized at shipment $ 168,593 $ 141,826 $ 504,450 $ 419,893

8 unchanged sentences

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 to us from the customer.

(In thousands) August 27, 2022 February 26, 2022

(In thousands) November 26, 2022 February 26, 2022

Trade accounts $ 142,591 $ 129,085

5 unchanged sentences

The following table summarizes the activity in the allowance for credit losses:

(In thousands) August 27, 2022 February 26, 2022

(In thousands) November 26, 2022 February 26, 2022

Beginning balance $ 2,132 $ 1,947

2 unchanged sentences

Other changes (1)

( 18 ) ( 30 )

Ending balance $ 1,855 $ 2,132

5 unchanged sentences

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 to us from the customer.

(In thousands) August 27, 2022 February 26, 2022

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 at which point amounts are released to us from the customer.

(In thousands) November 26, 2022 February 26, 2022

Contract assets $ 64,359 $ 59,185

1 unchanged sentence

The changes in contract assets and contract liabilities were 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 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Other contract-related disclosures Three Months Ended Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Revenue recognized related to contract liabilities from prior year-end $ 3,473 $ 1,687 $ 36,630 $ 18,266

2 unchanged sentences

Generally, these contracts are found in our businesses that typically operate with long-term contracts, which recognize revenue over time.

The transaction prices associated with unsatisfied performance obligations at August 27, 2022 are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) August 27, 2022

The transaction prices associated with unsatisfied performance obligations at November 26, 2022 are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) November 26, 2022

Within one year

3 unchanged sentences

Supplemental Balance Sheet Information

(In thousands) August 27, 2022 February 26, 2022

(In thousands) November 26, 2022 February 26, 2022

Raw materials $ 43,722 $ 42,541

3 unchanged sentences

Other current liabilities

(In thousands) August 27, 2022 February 26, 2022

(In thousands) November 26, 2022 February 26, 2022

Warranties $ 14,137 $ 11,786

6 unchanged sentences

Other non-current liabilities

(In thousands) August 27, 2022 February 26, 2022

(In thousands) November 26, 2022 February 26, 2022

Deferred benefit from New Markets Tax Credit transactions $ 9,250 $ 9,165

9 unchanged sentences

(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated

August 27, 2022 $ 11,344 $ 3 $ 565 $ 10,782

November 26, 2022 $ 10,835 $ — $ 675 $ 10,160

February 26, 2022 11,862 45 123 11,784

1 unchanged sentence

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 27, 2022, by contractual maturity, are shown below.

The amortized cost and estimated fair values of these bonds at November 26, 2022, 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.

2 unchanged sentences

Due after one year through five years 9,096 8,440

Due after five years through 10 years 336 294

Total $ 10,835 $ 10,160

3 unchanged sentences

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 27, 2022, the interest rate swap contract had a notional value of $ 30.0 million.

As of November 26, 2022, the interest rate swap contract had a notional value of $ 30.0 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 27, 2022, we held foreign exchange forward contracts and aluminum fixed/floating swaps with U.S.

As of November 26, 2022, we held foreign exchange forward contracts and aluminum fixed/floating swaps with U.S.

dollar notional values of $ 3.0 million and $ 8.1 million, respectively.

10 unchanged sentences

(Level 1) Other Observable Inputs (Level 2) Total Fair Value

August 27, 2022

November 26, 2022

Money market funds $ 6,629 $ — $ 6,629

31 unchanged sentences

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.

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.

8 unchanged sentences

Concurrent with the move of Sotawall from the Architectural Framing Systems segment to the Architectural Services segment effective at the start of our first quarter of fiscal 2023, goodwill was reallocated to the affected reporting units within each segment, using a relative fair value approach as outlined in ASC 350, Intangibles - Goodwill and Other .

In addition, for all reporting units, no qualitative indicators of impairment were identified during the first quarter, and therefore, no interim quantitative goodwill impairment evaluation was performed.

In addition, for all reporting units, no qualitative indicators of impairment were identified during the first quarter of fiscal 2023, and therefore, no interim quantitative goodwill impairment evaluation was performed.

The following table presents the carrying amount of goodwill attributable to each reporting segment including the amount of goodwill that was reallocated from the Architectural Framing Systems segment to the Architectural Services segment using the relative fair value approach during the first quarter of fiscal 2023:

7 unchanged sentences

Foreign currency translation ( 763 ) ( 105 ) 34 — ( 834 )

Balance at August 27, 2022 $ 90,489 $ 3,115 $ 25,315 $ 10,557 $ 129,476

Balance at November 26, 2022 $ 90,370 $ 3,063 $ 25,278 $ 10,557 $ 129,268

(1) Represents the reallocation of goodwill as a result of transitioning Sotawall from the Architectural Framing Systems segment to the Architectural Services segment as of the start of the first quarter of fiscal 2023.

3 unchanged sentences

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 the impairment analysis performed in the fourth quarter of fiscal 2022, the fair value of each of our trade names and trademarks exceeded the carrying amount.

Based on the impairment analysis performed in the fourth quarter of fiscal 2022, the fair value of each of our

trade names and trademarks exceeded the carrying amount.

However, due to triggering events identified in the fourth quarter of fiscal 2022, resulting from the finalization of our plans for integrating the Sotawall business into the Architectural Services segment, beginning in fiscal 2023, we determined that the carrying value of the Sotawall trade name exceeded fair value by $ 12.7 million.

2 unchanged sentences

Finite-lived intangible assets

Long-lived assets or asset groups, including intangible assets subject to amortization and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of those assets may not be

We use undiscounted cash flows to determine whether impairment exists and measure any impairment loss using discounted cash flows to determine the fair value of long-lived assets.

6 unchanged sentences

Translation Net

August 27, 2022

November 26, 2022

Definite-lived intangible assets:

13 unchanged sentences

Total intangible assets $ 204,631 $ ( 82,839 ) $ ( 49,473 ) $ 162 $ 72,481

Amortization expense on definite-lived intangible assets was $ 2.1 million and $ 3.9 million for the six-month periods ended August 27, 2022 and August 28, 2021, respectively.

Amortization expense on definite-lived intangible assets was $ 3.1 million and $ 5.9 million for the nine-month periods ended November 26, 2022 and November 27, 2021, respectively.

Amortization expense of other identifiable intangible assets is included in selling, general and administrative expenses.

At August 27, 2022, the estimated future amortization expense for definite-lived intangible assets was:

At November 26, 2022, the estimated future amortization expense for definite-lived intangible assets was:

(In thousands) Remainder of 2023 2024 2025 2026 2027

2 unchanged sentences

As part of the amendment, we repaid the $ 150 million term loan with borrowings under the revolving credit facility.

As of August 27, 2022, outstanding borrowings under our revolving credit facility were $ 235.0 million, while there were no outstanding borrowings under the revolving credit facility as of February 26, 2022.

Our revolving credit facility contains two financial covenants that require us to stay below a maximum debt-to-EBITDA ratio and maintain a minimum ratio of EBITDA-to-interest expense.

Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis.

At August 27, 2022, we were in compliance with both financial covenants.

Additionally, at August 27, 2022, we had a total of $ 12.3 million of ongoing letters of credit related to industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal years 2023 to 2032 and reduce borrowing capacity under the revolving credit facility.

At August 27, 2022, debt included $ 12.0 million of industrial revenue bonds that mature in fiscal years 2036 through 2043.

As of November 26, 2022, outstanding borrowings under our revolving credit facility were $ 188.0 million, while there were no outstanding borrowings under the revolving credit facility as of February 26, 2022.

Our revolving credit facility contains two maintenance financial covenants that require us to stay below a maximum debt-to-EBITDA ratio and maintain a minimum ratio of EBITDA-to-interest expense.

Both ratios are computed quarterly, with

EBITDA calculated on a rolling four-quarter basis.

At November 26, 2022, we were in compliance with both financial covenants.

Additionally, at November 26, 2022, we had a total of $ 12.3 million of ongoing letters of credit related to industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal years 2024 to 2032 and reduce borrowing capacity under the revolving credit facility.

At November 26, 2022, debt included $ 12.0 million of industrial revenue bonds that mature in fiscal years 2036 through 2043.

In March 2022, a $ 1.0 million industrial revenue bond matured and was repaid.

The fair value of all industrial revenue bonds approximated carrying value at August 27, 2022, due to the variable interest rates on these instruments.

The fair value of all industrial revenue bonds approximated carrying value at November 26, 2022, due to the variable interest rates on these instruments.

Our credit facility, term loan and industrial revenue bonds 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).

At August 27, 2022, outstanding borrowings under our Canadian committed, revolving credit facilities were $ 3.8 million, while there were no outstanding borrowings under the Canadian facilities as of February 26, 2022.

Interest payments were $ 2.8 million and $ 1.9 million for the six months ended August 27, 2022 and August 28, 2021, respectively.

At November 26, 2022, outstanding borrowings under our Canadian committed, revolving credit facilities were $ 3.7 million, while there were no outstanding borrowings under the Canadian facilities as of February 26, 2022.

Interest payments were $ 5.3 million and $ 2.7 million for the nine months ended November 26, 2022 and November 27, 2021, respectively.

We lease certain of the buildings and equipment used in our operations.

14 unchanged sentences

The components of lease expense were as follows:

Three Months Ended Six Months Ended

(In thousands) August 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Three Months Ended Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Operating lease cost $ 3,293 $ 3,422 $ 9,298 $ 10,321

3 unchanged sentences

Other supplemental information related to leases was as follows:

Six Months Ended

(In thousands except weighted-average data) August 27, 2022 August 28, 2021

Nine Months Ended

(In thousands except weighted-average data) November 26, 2022 November 27, 2021

Cash paid for amounts included in the measurement of operating lease liabilities $ 10,580 $ 10,744

3 unchanged sentences

Future maturities of lease liabilities are as follows:

(In thousands) August 27, 2022

(In thousands) November 26, 2022

Remainder of Fiscal 2023 $ 3,243

11 unchanged sentences

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 27, 2022, $ 1.1 billion of these types of bonds were outstanding, of which $ 361.1 million is in our backlog.

At November 26, 2022, $ 1.4 billion of these types of bonds were outstanding, of which $ 578.7 million is in our backlog.

These bonds do not have stated expiration dates.

5 unchanged sentences

changes in manufacturing quality, changes in product mix and any significant changes in sales volume.

Six Months Ended

(In thousands) August 27, 2022 August 28, 2021

Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021

Balance at beginning of period $ 13,923 $ 14,999

5 unchanged sentences

Letters of credit

At August 27, 2022, we had $ 12.3 million of ongoing letters of credit, all of which have been issued under our committed revolving credit facility, as discussed in Note 6.

At November 26, 2022, we had $ 12.3 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 $3.4 million letter of credit which has been issued outside our committed revolving credit facility, with no impact on our borrowing capacity and debt covenants.

Purchase obligations

Purchase obligations for raw material commitments and capital expenditures totaled $ 225.2 million as of August 27, 2022.

Purchase obligations for raw material commitments and capital expenditures totaled $ 222.2 million as of November 26, 2022.

New Markets Tax Credit (NMTC) transactions

5 unchanged sentences

These costs will be recognized in conjunction with the recognition of the related proceeds on each arrangement.

During the construction phase or for working capital purposes 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.

During the construction phase or for working capital purposes for each

project, we are required to hold cash dedicated to fund each 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.

6 unchanged sentences

September 2018 September 2025 3.2 1.0 2.2

May 2022 August 2025 6.1 1.6 4.5

August 2025 6.1 1.6 4.5

Total $ 15.3 $ 3.8 $ 11.5

(1) Continuation of the August 2018 NMTC financing transaction

The Company is a party to various legal proceedings incidental to its normal operating activities.

1 unchanged sentence

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.

In December 2022, the claimant in an arbitration of one such claim was awarded $20 million.

The Company intends to appeal the award and believes, after taking into account all currently available information, including the advice of counsel and the likelihood of available insurance coverage, that this award will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters.

1 unchanged sentence

Share-Based Compensation

Total share-based compensation expense included in the results of operations was $ 3.4 million for the six-month period ended August 27, 2022 and $ 3.3 million for the six-month period ended August 28, 2021.

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

Total share-based compensation expense included in the results of operations was $ 6.0 million for the nine-month period ended November 26, 2022 and $ 4.8 million for the nine-month period ended November 27, 2021.

Stock options

Stock option activity for the current nine-month period is summarized as follows:

Stock Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value

Outstanding at beginning of year 370,800 $ 23.04

1 unchanged sentence

Awards canceled/expired ( 67,740 ) 23.04

Outstanding at end of period 158,000 $ 23.04 0.9 years $ 2,000,280

Vested or expected to vest at end of period 158,000 $ 23.04 0.9 years $ 2,000,280

For the six-months ended August 27, 2022, there were no cash proceeds from the exercise of stock options as all stock options were exercised on a stock for stock basis.

Outstanding and expected to vest at November 26, 2022 158,000 $ 23.04 0.7 years $ 2,000,280

For the nine-months ended November 26, 2022, there were no cash proceeds from the exercise of stock options as all stock options were exercised on a stock-for-stock basis.

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 $ 2.7 million.

For the six-months ended August 28, 2021, cash proceeds from the exercise of stock options was $ 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.

For the nine-months ended November 27, 2021, cash proceeds from the exercise of stock options was $ 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.

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 each of the first quarters of fiscal 2023 and 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 end of the respective performance periods.

In each of the first quarters of fiscal 2023 and 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 end of the respective performance periods.

The number of share units issued at grant is equal to the target number of performance shares and allows for the right to receive a variable 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 share activity, including restricted stock awards and performance share units, for the current nine-month period is summarized as follows:

Nonvested shares and units Number of Shares and Units Weighted Average Grant Date Fair Value

4 unchanged sentences

( 44,932 ) 36.02

Nonvested at August 27, 2022 (4)

Nonvested at November 26, 2022 (4)

478,173 $ 36.48

(1) Includes a total of 50,825 nonvested share units granted and outstanding at target level for the fiscal 2022-2024 performance period.

(2) Includes a total of 38,564 nonvested share units granted and outstanding at target level for the fiscal 2023-2025 performance period.

(2)Includes a total of 38,654 nonvested share units granted and outstanding at target level for the 2023-2025 performance period.

(3) Includes a total of 9,690 nonvested share units cancelled for the fiscal 2022-2024 and fiscal 2023-2025 performance periods.

(4)Includes a total of 45,207 and 34,492 nonvested share units granted and outstanding at target level for the 2022-2024 and 2023-2025 performance periods, respectively.

At August 27, 2022, there was $ 12.8 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 27 months.

The total fair value of shares vested during the six months ended August 27, 2022 was $ 3.8 million.

At November 26, 2022, there was $ 11.4 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 25 months.

The total fair value of shares vested during the nine months ended November 26, 2022 was $ 6.2 million.

The Company files income tax returns in the U.S.

federal jurisdiction, various U.S.

state jurisdictions, Canada, Brazil and other international jurisdictions.

state and local jurisdictions, Canada, Brazil and other international jurisdictions.

The Company is no longer subject to U.S.

5 unchanged sentences

These deductions generated a net tax benefit of $ 13.7 million.

The total liability for unrecognized tax benefits was $ 5.3 million at August 27, 2022, compared to $ 3.3 million at February 26, 2022.

The total liability for unrecognized tax benefits was $ 5.5 million at November 26, 2022, compared to $ 3.3 million at February 26, 2022.

The increase was primarily related to the tax deductions claimed during the second quarter of fiscal 2023 associated with the Company's investment in Sotawall Limited, a Canadian subsidiary.

2 unchanged sentences

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 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Three Months Ended Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Basic earnings per share – weighted average common shares outstanding

13 unchanged sentences

The fiscal 2022 segment results were recast for comparability.

Three Months Ended Six Months Ended

(In thousands) August 27, 2022 August 28, 2021 August 27, 2022 August 28, 2021

Three Months Ended Nine Months Ended

(In thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021

Architectural Framing Systems $ 165,013 $ 141,462 $ 501,172 $ 415,203

10 unchanged sentences

Corporate and other ( 7,930 ) ( 6,901 ) ( 19,351 ) ( 18,508 )

Operating income (loss) $ 32,072 $ ( 3,068 ) $ 65,288 $ 12,973

Operating income $ 34,761 $ 17,710 $ 100,049 $ 30,684

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.

14 unchanged sentences

Other adjustments ( 152 ) ( 18 ) — ( 170 )

Balance at August 27, 2022 $ 118 $ 251 $ 92 $ 461

Balance at November 26, 2022 $ 85 $ 145 $ 25 $ 255

Subsequent Events

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements