APOGEE ENTERPRISES, INC. 10-Q

Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except stock data) November 30, 2024 March 2, 2024 Assets Current assets Cash and cash equivalents $ 43,855 $ 37,216 Receivables, net 187,799 173,557 Inventories, net 97,003 69,240 Contract assets 57,545 49,502 Other current assets 45,119 29,124 Total current assets 431,321 358,639 Property, plant and equipment, net of accumulated depreciation of $ 465,837 and $ 445,017 269,063 244,216 Operating lease right-of-use assets 63,663 40,221 Goodwill 234,814 129,182 Intangible assets, net 140,390 66,114 Other non-current assets 41,269 45,692 Total assets $ 1,180,520 $ 884,064 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $ 96,372 $ 84,755 Accrued compensation and benefits 39,432 53,801 Contract liabilities 46,165 34,755 Operating lease liabilities 14,958 12,286 Other current liabilities 66,982 59,108 Total current liabilities 263,909 244,705 Long-term debt 272,000 62,000 Non-current operating lease liabilities 54,188 31,907 Non-current self-insurance reserves 33,303 30,552 Other non-current liabilities 35,051 43,875 Commitments and contingent liabilities (Note 6) Shareholders’ equity Junior preferred stock of $ 1.00 par value; authorized 200,000 shares; zero issued and outstanding — — Common stock of $ 0.33 -1/3 par value; authorized 50,000,000 shares; issued and outstanding 21,939,010 and 22,089,265 , respectively 7,313 7,363 Additional paid-in capital 158,248 152,818 Retained earnings 388,478 340,375 Accumulated other comprehensive loss ( 31,970 ) ( 29,531 ) Total shareholders’ equity 522,069 471,025 Total liabilities and shareholders’ equity $ 1,180,520 $ 884,064 See accompanying notes to consolidated financial statements. 4 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended (In thousands, except per share data) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Net sales $ 341,344 $ 339,714 $ 1,015,300 $ 1,055,102 Cost of sales 252,195 249,409 729,975 776,440 Gross profit 89,149 90,305 285,325 278,662 Selling, general and administrative expenses 60,520 52,658 173,350 166,695 Operating income 28,629 37,647 111,975 111,967 Interest expense, net 1,044 1,454 2,634 5,720 Other (income) expense, net ( 60 ) 890 ( 493 ) ( 3,722 ) Earnings before income taxes 27,645 35,303 109,834 109,969 Income tax expense 6,656 8,329 27,268 26,092 Net earnings $ 20,989 $ 26,974 $ 82,566 $ 83,877 Basic earnings per share $ 0.96 $ 1.24 $ 3.79 $ 3.83 Diluted earnings per share $ 0.96 $ 1.23 $ 3.76 $ 3.80 Weighted average basic shares outstanding 21,782 21,819 21,789 21,889 Weighted average diluted shares outstanding 21,917 22,013 21,937 22,093 See accompanying notes to consolidated financial statements. 5 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) Three Months Ended Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Net earnings $ 20,989 $ 26,974 $ 82,566 $ 83,877 Other comprehensive (loss) earnings: Unrealized (loss) gain on marketable securities, net of $( 13 ), $( 2 ), $ 16 and $ 23 of tax (benefit) expense, respectively ( 48 ) ( 7 ) 60 86 Unrealized (loss) gain on derivative instruments, net of $( 21 ), $ 56 , $ 86 and $ 1 of tax (benefit) expense, respectively ( 69 ) 186 281 6 Foreign currency translation adjustments ( 1,619 ) ( 604 ) ( 2,780 ) 340 Other comprehensive (loss) earnings ( 1,736 ) ( 425 ) ( 2,439 ) 432 Total comprehensive earnings $ 19,253 $ 26,549 $ 80,127 $ 84,309 See accompanying notes to consolidated financial statements. 6 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 Operating Activities Net earnings $ 82,566 $ 83,877 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 30,798 31,185 Share-based compensation 8,067 6,644 Deferred income taxes 5,109 1,296 Loss (gain) on disposal of property, plant and equipment 159 ( 50 ) Settlement of New Markets Tax Credit transaction — ( 4,687 ) Non-cash lease expense 9,926 8,742 Other, net 1,800 10 Changes in operating assets and liabilities: Receivables ( 2,191 ) ( 846 ) Inventories ( 8,284 ) 8,256 Contract assets ( 8,168 ) 11,194 Accounts payable 6,796 ( 1,902 ) Accrued compensation and benefits ( 20,958 ) ( 7,015 ) Contract liabilities 11,499 7,635 Operating lease liability ( 9,387 ) ( 9,214 ) Accrued income taxes ( 6,498 ) ( 7,587 ) Other current assets and liabilities ( 6,104 ) 1,714 Net cash provided by operating activities 95,130 129,252 Investing Activities Capital expenditures ( 24,696 ) ( 26,956 ) Proceeds from sales of property, plant and equipment 744 247 Purchases of marketable securities ( 2,394 ) ( 969 ) Sales/maturities of marketable securities 2,370 1,370 Acquisition of business, net of cash acquired ( 233,125 ) — Net cash used by investing activities ( 257,101 ) ( 26,308 ) Financing Activities Proceeds from revolving credit facilities 95,201 195,851 Repayment on revolving credit facilities ( 115,201 ) ( 265,000 ) Proceeds from term loans 250,000 — Repayment of term loans ( 20,000 ) — Payments of debt issuance costs ( 3,798 ) — Repurchase of common stock ( 15,061 ) ( 11,821 ) Dividends paid ( 16,238 ) ( 15,690 ) Other, net ( 5,884 ) ( 3,781 ) Net cash provided (used) by financing activities 169,019 ( 100,441 ) Effect of exchange rates on cash ( 409 ) ( 569 ) Increase in cash and cash equivalents 6,639 1,934 Cash and cash equivalents at beginning of period 37,216 21,473 Cash and cash equivalents at end of period $ 43,855 $ 23,407 Non-cash Activity Capital expenditures in accounts payable $ 2,299 $ 1,231 See accompanying notes to consolidated financial statements. 7 Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (In thousands) Common Shares Outstanding Common Stock at Par Value Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity Balance at March 2, 2024 22,089 $ 7,363 $ 152,818 $ 340,375 $ ( 29,531 ) $ 471,025 Net earnings — — — 31,011 — 31,011 Other comprehensive income, net of tax — — — — 521 521 Issuance of stock, net of cancellations 170 57 ( 57 ) — — — Share-based compensation — — 2,704 — — 2,704 Share repurchases ( 242 ) ( 81 ) ( 1,860 ) ( 13,120 ) — ( 15,061 ) Other share retirements ( 80 ) ( 27 ) ( 603 ) ( 4,206 ) — ( 4,836 ) Declared dividends — — — ( 5,409 ) — ( 5,409 ) Balance at June 1, 2024 21,937 $ 7,312 $ 153,002 $ 348,651 $ ( 29,010 ) $ 479,955 Net earnings — — — 30,566 — 30,566 Other comprehensive loss, net of tax — — — — ( 1,224 ) ( 1,224 ) Issuance of stock, net of cancellations 16 5 ( 5 ) — — — Share-based compensation — — 2,938 — — 2,938 Other share retirements ( 7 ) ( 2 ) ( 52 ) ( 347 ) — ( 401 ) Cash dividends — — — ( 5,412 ) — ( 5,412 ) Balance at August 31, 2024 21,946 $ 7,315 $ 155,883 $ 373,458 $ ( 30,234 ) $ 506,422 Net earnings — — — 20,989 — 20,989 Other comprehensive loss, net of tax — — — — ( 1,736 ) ( 1,736 ) Issuance of stock, net of cancellations 1 — — — — — Share-based compensation — — 2,425 — — 2,425 Other share retirements ( 8 ) ( 2 ) ( 60 ) ( 552 ) — ( 614 ) Cash dividends — — — ( 5,417 ) — ( 5,417 ) Balance at November 30, 2024 21,939 $ 7,313 $ 158,248 $ 388,478 $ ( 31,970 ) $ 522,069 See accompanying notes to consolidated financial statements. 8 Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (In thousands) Common Shares Outstanding Common Stock at Par Value Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity Balance at February 25, 2023 22,224 $ 7,408 $ 146,816 $ 273,740 $ ( 31,556 ) $ 396,408 Net earnings — — — 23,576 — 23,576 Other comprehensive income, net of tax — — — — 159 159 Issuance of stock, net of cancellations 155 52 13 ( 9 ) — 56 Share-based compensation — — 2,178 — — 2,178 Share repurchases ( 120 ) ( 40 ) ( 829 ) ( 4,324 ) — ( 5,193 ) Other share retirements ( 40 ) ( 14 ) ( 281 ) ( 1,438 ) — ( 1,733 ) Cash dividends — — — ( 5,245 ) — ( 5,245 ) Balance at May 27, 2023 22,219 $ 7,406 $ 147,897 $ 286,300 $ ( 31,397 ) $ 410,206 Net earnings — — — 33,327 — 33,327 Other comprehensive income, net of tax — — — — 697 697 Issuance of stock, net of cancellations ( 3 ) ( 1 ) 7 ( 195 ) — ( 189 ) Share-based compensation — — 2,305 — — 2,305 Exercise of stock options 25 8 ( 1,192 ) — — ( 1,184 ) Share repurchases ( 160 ) ( 53 ) ( 1,160 ) ( 5,415 ) — ( 6,628 ) Other share retirements ( 9 ) ( 3 ) ( 444 ) ( 547 ) — ( 994 ) Cash dividends — — — ( 5,222 ) — ( 5,222 ) Balance at August 26, 2023 22,072 $ 7,357 $ 147,413 $ 308,248 $ ( 30,700 ) $ 432,318 Net earnings — — — 26,974 — 26,974 Other comprehensive loss, net of tax — — — — ( 424 ) ( 424 ) Issuance of stock, net of cancellations 15 6 ( 5 ) — — 1 Share-based compensation — — 2,161 — — 2,161 Other share retirements ( 2 ) ( 1 ) ( 12 ) ( 64 ) — ( 77 ) Cash dividends — — — ( 5,222 ) — ( 5,222 ) Balance at November 25, 2023 22,085 $ 7,362 $ 149,557 $ 329,936 $ ( 31,124 ) $ 455,731 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 (U.S. GAAP). The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended March 2, 2024. 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 nine-month periods ended November 30, 2024 are not necessarily indicative of the results to be expected for the full year. New accounting standards In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which expands the required disclosure for reportable segments. This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually. This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision-maker. Such guidance, which is required to be applied retrospectively, is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, although early adoption is permitted. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact to our segment disclosures for the year ended March 1, 2025 and future interim periods. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, intended to enhance the transparency and decision-usefulness of income tax disclosures. Such guidance requires entities to provide additional information within their income tax rate reconciliation, including further disclosure of federal, state, and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met. This guidance additionally requires expanded disclosure of income taxes paid, including amounts paid for federal, state, and foreign taxes. This ASU, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2024, although early adoption and retrospective application is permitted. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact on our income tax disclosures, including the processes and controls around the collection of this information. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This guidance requires entities to disclose more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales and selling, general and administrative (SG&A) expenses. Such guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, although early adoption is permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures, including the processes and controls around the collection of this information. 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 Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Recognized at shipment $ 150,704 $ 144,910 $ 427,945 $ 449,805 Recognized over time (input method) 125,451 115,345 360,815 356,996 Recognized over time (output method) 65,189 79,459 226,540 248,301 Total $ 341,344 $ 339,714 $ 1,015,300 $ 1,055,102 10 Table of Contents 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 forecasted 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. (In thousands) November 30, 2024 March 2, 2024 Trade accounts $ 121,329 $ 115,061 Construction contracts 68,953 61,879 Total receivables 190,282 176,940 Less: allowance for credit losses 2,483 3,383 Receivables, net $ 187,799 $ 173,557 The following table summarizes the activity in the allowance for credit losses for the nine-month period ended: (In thousands) November 30, 2024 Beginning balance $ 3,383 Credits charged to costs and expenses ( 1,412 ) Deductions from allowance, net of recoveries ( 72 ) Allowance for credit losses from acquisitions 607 Other adjustments ( 23 ) Ending balance $ 2,483 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. 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. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts. The time period between when performance obligations are complete and payment is due is not significant. In certain parts of our business that recognize revenue over time, progress billings follow an agreed-upon schedule of values. 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 Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Revenue recognized related to contract liabilities from prior year-end $ 399 $ 191 $ 30,760 $ 25,147 Revenue recognized related to prior satisfaction of performance obligations 4,129 730 12,295 5,634 Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that time frame. 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 November 30, 2024 are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods: (In thousands) November 30, 2024 Within one year $ 530,834 Between one and two years 261,463 Beyond two years 88,030 Total $ 880,327 11 Table of Contents 3. Inventories Inventories (In thousands) November 30, 2024 March 2, 2024 Raw materials $ 37,871 $ 31,363 Work-in-process 17,504 12,291 Finished goods 41,628 25,586 Total inventories, net $ 97,003 $ 69,240 4. Financial Instruments Marketable securities Through our wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), we hold the following available-for-sale marketable securities, made up of fixed-maturity investments: (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value November 30, 2024 $ 11,444 $ 43 $ 389 $ 11,098 March 2, 2024 11,327 15 437 10,905 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 investments at November 30, 2024, 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. (In thousands) Amortized Cost Estimated Fair Value Due within one year $ 4,081 $ 3,971 Due after one year through five years 7,363 7,127 Total $ 11,444 $ 11,098 Derivative instruments We periodically use interest rate swaps, currency put options, 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 floating-rate borrowings under our credit facility. As of November 30, 2024, the interest rate swap contract had a notional value of $ 30.0 million and has a maturity date of February 5, 2026. 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. These contracts generally have an original maturity date of less than one year. As of November 30, 2024, we held aluminum purchase contracts and foreign exchange option contracts with U.S. dollar notional values of $ 0.2 million and $ 0.8 million, respectively. The mark to market adjustments on these derivative instruments are recorded within our consolidated balance sheets within other current assets and other current liabilities. Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive loss until which time the hedged transaction is settled and gains or losses are reclassified to net earnings. 12 Table of Contents 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 November 30, 2024 Assets: Money market funds $ 25,010 $ — $ 25,010 Municipal and corporate bonds — 11,098 11,098 Foreign currency option contract — 39 39 Interest rate swap contract — 713 713 Liabilities: Aluminum hedging contract 6 6 March 2, 2024 Assets: Money market funds $ 26,529 $ — $ 26,529 Municipal and corporate bonds — 10,905 10,905 Foreign currency option contract — 3 3 Interest rate swap contract — 1,292 1,292 Liabilities: Aluminum hedging contract — 529 529 5. Debt On July 19, 2024, we entered into a Credit Agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders. The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to $ 700.0 million, in which commitments were made through a $ 450.0 million, five-year revolving credit facility and a committed $ 250.0 million delayed draw term loan facility. Borrowings under the revolving credit facility can be in Canadian dollars (CAD) limited to $ 25.0 million USD. The term loan facility may be utilized in up to two drawdowns, which are available to be made within one year after the closing date. The senior credit facility has a term of five years with a maturity date of July 19, 2029. The Credit Agreement replaces the previous revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and other lenders, with maximum borrowings up to $ 385.0 million, and the two Canadian credit facilities with Bank of Montreal totaling $ 25.0 million USD. Outstanding borrowings under the previous revolving credit facility were $ 50.0 million as of March 2, 2024. We had no outstanding borrowings under the Canadian facilities as of March 2, 2024. As a result of the execution of the Credit Agreement, in the second quarter of fiscal 2025, we recognized a loss on extinguishment of debt within interest expense of $ 0.5 million for the write-off of unamortized financing fees related to the previous revolving credit facility. Additionally, we capitalized $ 3.0 million of lender fees and $ 0.8 million of third-party fees incurred in connection with the Credit Agreement, which were recorded as other non-current assets and will be amortized over the term of the credit facility as interest expense. The Credit Agreement contains two maintenance financial covenants that require our Consolidated Leverage Ratio (as defined in the Credit Agreement) to be less than 3.50 and our Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) to exceed 3.00 . At November 30, 2024, we were in compliance with all covenants as defined under the terms of the Credit Agreement. The Credit Agreement also contains an acquisition “holiday.” In the event we make an acquisition for which the purchase price is greater than $ 75 million, we can elect to increase the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to 4.00 for a period of four consecutive fiscal quarters, commencing with the fiscal quarter in which a qualifying acquisition occurs. No more than two acquisition holidays can occur during the term of the Credit Agreement, and at least two fiscal quarters must separate qualifying acquisitions. 13 Table of Contents Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate (SOFR), or, for CAD borrowings, Canadian Overnight Repo Rate Average (CORRA) plus, in each a margin based on the Consolidated Leverage Ratio (as defined in the Credit Agreement). For Base Rate borrowings, the margin ranges from 0.25 % to 0.75 %. For Term SOFR and CORRA borrowings, the margin ranges from 1.25 % to 1.75 %, with an incremental Term SOFR and CORRA adjustment of 0.10 % and 0.29547 %, respectively. The Credit Agreement also contains an “accordion” provision. Under this provision, we can request that the senior credit facility be increased by unlimited additional amounts. Any lender may elect or decline to participate in the requested increase at their sole discretion. On November 4, 2024, as part of the acquisition of UW Interco, LLC (UW Solutions), and for working capital and general corporate purposes, we executed a drawdown against the delayed draw term loan facility for $ 250.0 million. Outstanding borrowings under the term loan facility were $ 230.0 million as of November 30, 2024. Outstanding borrowings under the revolving credit facility were $ 30.0 million as of November 30, 2024. At November 30, 2024, we had a total of $ 27.3 million of ongoing letters of credit related to the senior credit facility and industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal years 2026 through 2032 and reduce borrowing capacity under the revolving credit facility. As of November 30, 2024, the amount available for revolving borrowings was $ 405.0 million. At November 30, 2024, debt included $ 12.0 million of industrial revenue bonds that mature in fiscal years 2036 through 2043. The fair value of our senior credit facility and industrial revenue bonds approximated carrying values at November 30, 2024, and would be classified as Level 2 within the fair value hierarchy described in Note 4, due to the variable interest rates on these instruments. Three Months Ended Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Interest on debt $ 2,077 $ 2,000 $ 4,590 $ 7,171 Interest rate swap gain ( 223 ) ( 236 ) ( 695 ) ( 656 ) Other interest expense 38 274 653 352 Interest income $ ( 848 ) $ ( 584 ) $ ( 1,914 ) $ ( 1,147 ) Interest expense, net $ 1,044 $ 1,454 $ 2,634 $ 5,720 Interest payments under the credit facilities were $ 3.5 million and $ 7.5 million for the nine months ended November 30, 2024 and November 25, 2023, respectively. The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swap as of November 30, 2024 and March 2, 2024 were 5.6 % and 4.9 %, respectively. 6. 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 November 30, 2024, $ 1.2 billion of these types of bonds were outstanding, of which $ 307.2 million is in our backlog. These bonds have expiration dates that align with completion of the sales order or contract. 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 these accruals in any given period include changes in manufacturing quality, changes in product mix, and any significant changes in sales volume. 14 Table of Contents Nine Months Ended (In thousands) November 30, 2024 Balance at beginning of period $ 21,362 Additions charged to costs and expenses 6,795 Deductions from reserve, net of recoveries ( 8,438 ) Balance at end of period $ 19,719 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 in certain parts of our Architectural Framing Systems Segment. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages. Letters of credit At November 30, 2024, we had $ 27.3 million of ongoing letters of credit as discussed in Note 5. Purchase obligations Purchase obligations for raw material commitments and capital expenditures totaled $ 20.0 million as of November 30, 2024. New Markets Tax Credit (NMTC) transactions We have two outstanding NMTC arrangements which help to support operational expansion. Proceeds received from investors on these transactions are included within other 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 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 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. As a result of the structure of these transactions, variable-interest entities were created. As the other investors in these programs do not have a material interest in the entities' underlying economics, we include 100% of the results of the variable-interest entities in our consolidated financial statements. The table below provides a summary of estimated benefits related to our outstanding NMTC transactions (in thousands): Inception date Termination date Deferred Benefit Deferred costs Net benefit May 2022 (1) August 2025 $ 6,052 $ 1,875 $ 4,177 September 2018 September 2025 $ 3,198 $ 1,031 $ 2,167 Total $ 9,250 $ 2,906 $ 6,344 (1) Continuation of the August 2018 NMTC financing transaction 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. In December 2022, the claimant in an arbitration of one such claim was awarded $ 20 million. The Company has appealed 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. 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. 15 Table of Contents 7. Supplier Finance Program Obligations In the first quarter of fiscal 2024, we implemented a supplier financing arrangement that enables select suppliers, at their sole discretion, to sell our receivables (i.e., our payment obligations to the suppliers) on a non-recourse basis in order to be paid earlier than our payment terms provide. These suppliers’ voluntary inclusion of invoices in the supplier financing arrangement has no bearing on our payment terms, the amounts we pay, or our liquidity. We have no economic interest in the supplier’s decision to participate in the supplier financing program, and we do not provide any guarantees in connection with it. The balances owed are reflected in accounts payable in the consolidated balance sheets and are reflected in net cash provided by operating activities in our consolidated statements of cash flows when settled. The following table summarizes the obligation activity for the nine months ended November 30, 2024 and outstanding balance as of November 30, 2024 that we have confirmed as valid to the administrators of our program: (In thousands) November 30, 2024 Balance at beginning of period $ 6,527 Obligations added to the program 35,881 Obligations settled ( 34,612 ) Balance at end of period $ 7,796 8. Shareholders' Equity We paid dividends totaling $ 16.2 million ($ 0.75 per share) in the first nine months of fiscal 2025, compared to dividends paid of $ 15.7 million ($ 0.72 per share) in the comparable prior year period. During fiscal 2004, the Board of Directors authorized a share repurchase program allowing us to repurchase shares of our outstanding common stock, with subsequent increases in authorization. During the nine-months ended November 30, 2024, we repurchased 241,573 shares under the program, for a total cost of $ 15.1 million, inclusive of the applicable excise tax. During the nine-months ended November 25, 2023, we repurchased 279,916 shares under the program, for a total cost of $ 11.8 million. We have repurchased a total of 11,518,090 shares, at a total cost of $ 408.5 million, since the inception of this program in fiscal 2004. We have remaining authority to repurchase 2,731,910 shares under this program, which has no expiration date. We may also elect to repurchase additional shares of common stock under our authorization, subject to limitations contained in our debt agreements and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. We may finance share repurchases with available cash, additional debt or other sources of financing. Additionally, shares withheld from the vesting of restricted awards, or the settlement of performance-based awards, are treated as purchases and retirements, and are included within other, net in the financing activities section in the consolidated statement of cash flows. 9. Share-Based Compensation As part of our compensation structure, we grant stock-based compensation awards to certain employees and non-employee directors during the fiscal year. These awards may be in the form of incentive stock options (to employees only), restricted stock awards and restricted stock units, and performance share unit awards, all of which are granted at a price or with an exercise price equal to the fair market value of the Company’s stock at the date of award, unless the date of the award is on a day the Nasdaq Stock Market is not open for trading, then the exercise price shall equal the fair market value on the most recent preceding date when such market is open. 16 Table of Contents The table below sets forth the number of stock-based compensation awards granted during the nine-months ended November 30, 2024, along with the weighted average grant date fair value: Awards Number of Awards Weighted Average Grant Date Fair Value Restricted stock awards and restricted stock units (1) 127,117 $ 63.45 Performance share units (2) 37,151 $ 62.78 (1) Represent service condition awards which generally vest over a two - or three -year period. (2) Represent performance condition awards with the grant equal to the target number of performance shares based on the share price at grant date. These grants allow for the right to receive a variable number of shares, between 0 % and 200 % of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average return on invested capital and cumulative earnings per share. Total share-based compensation expense included in the results of operations was $ 2.4 million and $ 2.2 million for the three-month periods ended November 30, 2024 and November 25, 2023, respectively and $ 8.1 million and $ 6.6 million for the nine-month periods ended November 30, 2024 and November 25, 2023, respectively. At November 30, 2024, there was $ 14.2 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 24 months. The total fair value of shares vested during the nine-months ended November 30, 2024 was $ 9.5 million. 10. Income Taxes We file income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, Canada, Brazil, and other international jurisdictions. We are not subject to U.S. federal tax examinations for years prior to fiscal 2021, or state and local income tax examinations for years prior to fiscal 2020. We are not currently under U.S. federal examination for years subsequent to fiscal year 2020, and there is very limited audit activity of our income tax returns in U.S. state jurisdictions or international jurisdictions. For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items. For the three-months ended November 30, 2024, income tax expense as a percentage of earnings before income tax was 24.1 %, compared to 23.6 % for the same period last year. For the nine-months ended November 30, 2024, income tax expense as a percentage of earnings before income tax was 24.8 %, compared to 23.7 % for the same period last year. The change in the effective tax rate for both the three- and nine-month periods was primarily due to an increase in tax expense for discrete items. The total liability for unrecognized tax benefits was $ 5.7 million at November 30, 2024 compared to $ 5.1 million at March 2, 2024, 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 (diluted EPS): Three Months Ended Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Basic earnings per share – weighted average common shares outstanding 21,782 21,819 21,789 21,889 Weighted average effect of nonvested share grants and assumed exercise of stock options 135 194 148 204 Diluted earnings per share – weighted average common shares and potential common shares outstanding 21,917 22,013 21,937 22,093 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) 1 37 18 56 17 Table of Contents 12. Business Segment Data We have four reporting segments: • The Architectural Framing Systems Segment designs, engineers, fabricates and finishes aluminum window, curtainwall, storefront and entrance systems for the exterior of buildings. • The Architectural Glass Segment coats and fabricates high-performance glass used in custom window and wall systems on non-residential buildings. • The Architectural Services Segment integrates technical services, project management, and field installation services to design, engineer, fabricate, and install building glass and curtainwall systems. • The Large-Scale Optical (LSO) Segment manufactures high-performance coated substrate products for the custom framing, fine and graphic art, industrial flooring and engineered optics markets. Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions. We report net sales intersegment eliminations separately to exclude these sales from our consolidated total. Segment operating income is equal to net sales, less cost of goods sold, SG&A expenses, and any asset impairment charges associated with the segment. Segment operating income includes operating income related to intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level. We report these unallocated corporate costs in Corporate and Other. Operating income does not include other income or expense, interest expense or income tax expense. Three Months Ended Nine Months Ended (In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Segment net sales Architectural Framing Systems $ 138,039 $ 139,585 $ 412,561 $ 462,548 Architectural Glass 70,236 90,964 247,040 282,262 Architectural Services 104,921 94,662 301,966 272,144 Large-Scale Optical 33,196 26,009 74,232 72,110 Intersegment eliminations ( 5,048 ) ( 11,506 ) ( 20,499 ) ( 33,962 ) Net sales $ 341,344 $ 339,714 $ 1,015,300 $ 1,055,102 Segment operating income (loss) Architectural Framing Systems $ 12,710 $ 16,981 $ 48,187 $ 57,986 Architectural Glass 10,118 15,164 48,277 49,119 Architectural Services 9,730 5,288 21,483 8,211 Large-Scale Optical 4,842 7,100 13,481 17,288 Corporate and Other ( 8,771 ) ( 6,886 ) ( 19,453 ) ( 20,637 ) Operating income $ 28,629 $ 37,647 $ 111,975 $ 111,967 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. Acquisitions On November 4, 2024, we completed the acquisition of UW Solutions for $ 241.8 million in cash. UW Solutions is a U.S. based, vertically integrated manufacturer of high-performance coated substrates with a portfolio of well-known brands, including ResinDEK®, ChromaLuxe®, RDC Coatings™, and Unisub®, each known as a leader in its specified applications. The UW Solutions business activity is included in our Large-Scale Optical Segment. The total purchase consideration was $ 233.1 million in cash, net of a preliminary net working capital adjustment of $ 1.8 million and cash acquired of $ 8.7 million. The acquisition was funded with cash on hand and borrowings under our existing credit agreement. During the third quarter of fiscal 2025, we incurred pre-tax acquisition-related expenses of $ 5.9 million associated with the UW Solutions acquisition. We incurred $ 0.4 million for inventory step-up expense which was included in costs of sales as well as $ 3.7 million of transaction costs, $ 0.9 million of integration costs, and $ 0.8 million of amortization of acquired backlog, which was included in SG&A within our consolidated results of operations. 18 Table of Contents We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill of $ 106.3 million. The goodwill recognized is attributable primarily to expected synergies by integrating UW Solutions into our Large-Scale Optical Segment and by creating a scalable growth platform in the specialty coatings and materials market. The goodwill is expected to be amortized and deductible for income tax purposes. We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired. We assigned $ 21.0 million to tradenames and are amortizing over a 15-year expected life. We assigned $ 3.2 million to contract backlog and are amortizing over a 4-month expected life. We assigned $ 47.4 million to customer relationships and are amortizing a portion over a 10-year expected life and the remainder over a 15-year expected life, based on historical customer attrition rates. We assigned $ 7.8 million to developed technology and are amortizing over a 7.5-year expected life. The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date: (In thousands) Assets: Cash and cash equivalents $ 8,703 Receivables, net 12,673 Inventories, net 19,805 Other current assets 1,335 Property, plant, and equipment 27,701 Operating lease right-of-use assets 14,268 Intangible assets 79,420 Goodwill 106,264 Other non-current assets 166 Total Assets $ 270,335 Liabilities: Accounts payable 5,032 Accrued compensation and benefits 6,767 Operating lease liabilities 1,447 Other current liabilities 1,287 Non-current operating lease liabilities 14,030 Total Liabilities $ 28,563 Net assets recorded $ 241,772 The impact of the acquisition of UW Solutions on our consolidated results of operations for the three and nine-month periods ended on November 30, 2024 was $ 8.8 million of net sales and $ 4.2 million net loss, respectively. The net sales and net loss represent approximately four weeks of operating results, transaction and integration-related costs, interest and the net tax effect. The following supplemental unaudited pro forma information presents our financial results as if the acquisition of UW Solutions had occurred on February 26, 2023. This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on February 26, 2023, and this information is not intended to be indicative of future results. 19 Table of Contents (in thousands, except earnings per share data) (Unaudited) Three Months Ended Nine Months Ended November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023 Net sales $ 359,904 $ 368,243 $ 1,077,941 $ 1,131,489 Net earnings 25,364 26,951 84,804 71,890 Earnings per share: Basic 1.16 1.24 3.89 3.28 Diluted 1.16 1.22 3.86 3.25 Nonrecurring charges of $ 3.7 million of transaction costs, $ 0.9 million of integration costs, $ 0.8 million of amortization of acquired backlog, and $ 0.4 million of inventory step-up expense incurred in the third quarter of fiscal 2025 are reflected as if those charges were incurred in the first quarter of fiscal 2024 supplemental pro forma earnings. These amounts have been calculated after applying our accounting policies and adjusting the results of UW Solutions to reflect the effect of definite-lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on February 26, 2023. 14. Restructuring During the fourth quarter of fiscal 2024, we announced strategic actions to further streamline our business operations, enable a more efficient cost model, and better position the Company for profitable growth (referred to as “Project Fortify”). Project Fortify primarily impacts the Architectural Framing Systems Segment and includes: • Eliminating certain lower-margin product and service offerings, enabling consolidation into a single operating entity. • Transferring production operations from the Company’s facility in Walker, Michigan, to the Company’s facilities in Monett, Missouri and Wausau, Wisconsin. • Simplifying the segment’s brand portfolio and commercial model to improve flexibility, better leverage the Company’s capabilities, and enhance customer service. Additionally, the Company has implemented similar actions to optimize processes and streamline resources in its Architectural Services Segment and Corporate and Other. During the third quarter of fiscal 2025, we incurred $ 0.9 million of pre-tax costs associated with Project Fortify, which included $( 0.1 ) million within cost of sales and $ 1.0 million included within SG&A expenses. During the first nine-months of fiscal 2025, we incurred $ 3.2 million of pre-tax costs associated with Project Fortify, of which $ 1.3 million was included within cost of sales and $ 1.9 million was included within SG&A expenses. Since announcing Project Fortify, we have incurred $ 15.6 million of pre-tax costs. The Company now expects these restructuring actions to be substantially complete by the end of the fourth quarter of fiscal 2025 and expects to incur total pre-tax charges of approximately $ 16.0 million to $ 17.0 million. Total Project Fortify restructuring charges are expected to include: • Approximately $ 7.0 million of severance and employee related costs; • Approximately$ 1.7 million of contract termination costs; and • $ 7.5 million to $ 8.5 million of other expenses. The Company expects that these actions will lead to annualized cost savings of $ 13 million to $ 14 million. Three Months Ended November 30, 2024 (In thousands) Architectural Framing Architectural Services Corporate & Other Total Termination benefits $ 387 $ ( 764 ) $ 787 $ 410 Other restructuring charges 455 47 — 502 Total restructuring charges $ 842 $ ( 717 ) $ 787 $ 912 20 Table of Contents Nine Months Ended November 30, 2024 (In thousands) Architectural Framing Architectural Services Corporate & Other Total Termination benefits $ 960 $ ( 592 ) $ 917 $ 1,285 Contract termination costs 108 — — 108 Other restructuring charges 1,687 133 — 1,820 Total restructuring charges $ 2,755 $ ( 459 ) $ 917 $ 3,213 The following table summarizes our restructuring related accrual balances included within accrued payroll and related benefits and other current liabilities in the consolidated balance sheets. All remaining accrual balances are expected to be paid within fiscal 2025. (In thousands) Architectural Framing Architectural Services Corporate & Other Total Balance at March 2, 2024 $ 2,814 $ 2,067 $ 56 $ 4,937 Restructuring expense 1,090 ( 764 ) 912 1,238 Payments ( 3,829 ) ( 518 ) ( 180 ) ( 4,527 ) Other adjustments 778 — — 778 Balance at November 30, 2024 $ 853 $ 785 $ 788 $ 2,426 The charges presented in the roll forward of our restructuring accruals do not include items charged directly to expense as incurred, as those items are not reflected in accrued payroll and related benefits and other current liabilities in the consolidated balance sheets. 21 Table of Contents