APOGEE ENTERPRISES INC

For the period ended Apr 24, 2025. Filed Apr 24, 2025.

About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Apr 24, 2025 · Filed Apr 24, 2025

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Contents

EX-99.1 · Contact

Contact

Jeff Huebschen

Vice President, Investor Relations & Communications

952.487.7538

ir@apog.com

Apogee Enterprises, Inc.
Consolidated Condensed Statements of Income
(Unaudited)
Three Months Ended · Twelve Months Ended
March 1, 2025 · March 2, 2024 · March 1, 2025 · March 2, 2024
(In thousands, except per share amounts) · (13 weeks) · (14 weeks) · % Change · (52 weeks) · (53 weeks) · % Change
Net sales	$345,694		$361,840	(4.5)%	$1,360,994	$1,416,942	(3.9)%
Cost of sales	271,127		273,374	(0.8)%	1,001,101	1,049,814	(4.6)%
Gross profit	74,567		88,466	(15.7)%	359,893	367,128	(2.0)%
Selling, general and administrative expenses	68,433		66,600	2.8%	241,783	233,295	3.6%
Operating income	6,134		21,866	(71.9)%	118,110	133,833	(11.7)%
Interest expense, net	3,525		949	271.4%	6,159	6,669	(7.6)%
Other (income) expense, net	(130)		1,633	(108.0)%	(623)	(2,089)	(70.2)%
Earnings before income taxes	2,739		19,284	(85.8)%	112,574	129,253	(12.9)%
Income tax expense	254		3,548	(92.8)%	27,522	29,640	(7.1)%
Net earnings	$2,485		$15,736	(84.2)%	$85,052	$99,613	(14.6)%
Basic earnings per share	$0.12		$0.72	(83.3)%	$3.91	$4.55	(14.1)%
Diluted earnings per share	$0.11		$0.71	(84.5)%	$3.89	$4.51	(13.7)%
Weighted average basic shares outstanding	21,539		21,819	(1.3)%	21,726	21,871	(0.7)%
Weighted average diluted shares outstanding	21,793		22,102	(1.4)%	21,891	22,091	(0.9)%
Cash dividends per common share	$0.26		$0.25	4.0%	$1.01	$0.97	4.1%
% of Sales
Gross margin	21.6%	24.4%		26.4%	25.9%
Selling, general and administrative expenses	19.8%	18.4%		17.8%	16.5%
Operating margin	1.8%	6.0%		8.7%	9.4%

Apogee Enterprises, Inc.
Business Segment Information
(Unaudited)
Three Months Ended · Twelve Months Ended
March 1, 2025 · March 2, 2024 · March 1, 2025 · March 2, 2024
(In thousands) · (13 weeks) · (14 weeks) · % Change · (52 weeks) · (53 weeks) · % Change
Segment net sales
Architectural Metals	$112,148		$139,188	(19.4)%	$524,709	$601,736	(12.8)%
Architectural Services	117,895		106,278	10.9%	419,861	378,422	11.0%
Architectural Glass	75,157		96,187	(21.9)%	322,197	378,449	(14.9)%
Performance Surfaces	47,899		27,113	76.7%	122,131	99,223	23.1%
Intersegment eliminations	(7,405)		(6,926)	6.9%	(27,904)	(40,888)	(31.8)%
Net sales	$345,694		$361,840	(4.5)%	$1,360,994	$1,416,942	(3.9)%
Segment operating income (loss)
Architectural Metals	$(5,721)		$6,847	(183.6)%	$42,466	$64,833	(34.5)%
Architectural Services	8,563		3,629	136.0%	30,046	11,840	153.8%
Architectural Glass	10,997		18,927	(41.9)%	59,274	68,046	(12.9)%
Performance Surfaces	6,130		6,945	(11.7)%	19,611	24,233	(19.1)%
Corporate and other	(13,835)		(14,482)	(4.5)%	(33,287)	(35,119)	(5.2)%
Operating income	$6,134		$21,866	(71.9)%	$118,110	$133,833	(11.7)%
Segment operating margin
Architectural Metals	(5.1)%	4.9%		8.1%	10.8%
Architectural Services	7.3%	3.4%		7.2%	3.1%
Architectural Glass	14.6%	19.7%		18.4%	18.0%
Performance Surfaces	12.8%	25.6%		16.1%	24.4%
Corporate and other	N/M	N/M		N/M	N/M
Operating margin	1.8%	6.0%		8.7%	9.4%
N/M - Indicates calculation is not meaningful

Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions.

Net sales intersegment eliminations are reported separately to exclude these sales from our consolidated total.

Segment operating income is equal to net sales, less cost of goods sold, and SG&A.

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 separately in Corporate and other.

Segment operating income does not include any other income or expense, interest expense or a provision for income taxes.

Apogee Enterprises, Inc.
Consolidated Condensed Balance Sheets
(Unaudited)
(In thousands)	March 1, 2025	March 2, 2024
Assets
Current assets
Cash and cash equivalents	$41,448	$37,216
Receivables, net	185,590	173,557
Inventories, net	92,305	69,240
Contract assets	71,842	49,502
Other current assets	50,919	29,124
Total current assets	442,104	358,639
Property, plant and equipment, net	268,139	244,216
Operating lease right-of-use assets	62,314	40,221
Goodwill	235,775	129,182
Intangible assets, net	128,417	66,114
Other non-current assets	38,520	45,692
Total assets	$1,175,269	$884,064
Liabilities and shareholders' equity
Current liabilities
Accounts payable	98,804	84,755
Accrued compensation and benefits	48,510	53,801
Contract liabilities	35,193	34,755
Operating lease liabilities	15,290	12,286
Other current liabilities	87,659	59,108
Total current liabilities	285,456	244,705
Long-term debt	285,000	62,000
Non-current operating lease liabilities	51,632	31,907
Non-current self-insurance reserves	30,382	30,552
Other non-current liabilities	34,901	43,875
Total shareholders’ equity	487,898	471,025
Total liabilities and shareholders’ equity	$1,175,269	$884,064

Apogee Enterprises, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
	Twelve Months Ended
	March 1, 2025	March 2, 2024
(In thousands)	(52 weeks)	(53 weeks)
Operating Activities
Net earnings	$85,052	$99,613
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	44,608	41,588
Share-based compensation	10,725	9,721
Deferred income taxes	3,836	(9,748)
Asset impairment on property, plant and equipment	—	6,195
Loss (gain) on disposal of property, plant and equipment	408	826
Impairment on intangible assets	7,634	—
Settlement of New Markets Tax Credit transaction	—	(4,687)
Non-cash lease expense	13,749	11,721
Other, net	(1,247)	4,615
Changes in operating assets and liabilities:
Receivables	(508)	23,993
Inventories	(5,810)	9,366
Contract assets	(22,625)	9,880
Accounts payable	9,595	(2,655)
Accrued compensation and benefits	(11,793)	2,102
Contract liabilities	598	6,590
Operating lease liability	(12,703)	(12,632)
Accrued income taxes	(5,120)	6,523
Other current assets and liabilities	8,763	1,143
Net cash provided by operating activities	125,162	204,154
Investing Activities
Capital expenditures	(35,593)	(43,180)
Proceeds from sales of property, plant and equipment	693	293
Purchases of marketable securities	(2,394)	(2,953)
Sales/maturities of marketable securities	3,570	2,165
Acquisition of business, net of cash acquired	(232,169)	—
Net cash used by investing activities	(265,893)	(43,675)
Financing Activities
Proceeds from revolving credit facilities	77,201	196,964
Repayment on revolving credit facilities	(57,201)	(304,817)
Proceeds from term loans	250,000	—
Repayment of debt	(47,000)	—
Payments of debt issuance costs	(3,798)	—
Repurchase of common stock	(45,364)	(11,821)
Dividends paid	(21,737)	(21,133)
Other, net	(6,052)	(3,800)
Net cash provided by (used in) financing activities	146,049	(144,607)
Effect of exchange rates on cash	(1,086)	(129)
Increase in cash, cash equivalents and restricted cash	4,232	15,743
Cash, cash equivalents and restricted cash at beginning of period	37,216	21,473
Cash and cash equivalents at end of period	$41,448	$37,216

Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted Net Earnings and Adjusted Diluted Earnings per Share
(Unaudited)
	Three Months Ended		Twelve Months Ended
	March 1, 2025	March 2, 2024	March 1, 2025	March 2, 2024
(In thousands)	(13 weeks)	(14 weeks)	(52 weeks)	(53 weeks)
Net earnings	$2,485	$15,736	$85,052	$99,613
Acquisition-related costs (1)
Transaction	676	—	4,424	—
Integration	1,114	—	2,055	—
Backlog amortization	1,535	—	2,340	—
Inventory step-up	1,104	—	1,483	—
Total Acquisition-related costs	4,429	—	10,302	—
Restructuring charges (2)	1,110	12,403	4,323	12,403
Impairment expense (3)	7,634	—	7,634	—
Arbitration award expense (4)	9,393	—	9,393	—
NMTC settlement gain (5)	—	—	—	(4,687)
Income tax impact on above adjustments (6)	(5,614)	(3,039)	(7,832)	(1,890)
Adjusted net earnings	$19,437	$25,100	$108,872	$105,439
	Three Months Ended		Twelve Months Ended
	March 1, 2025	March 2, 2024	March 1, 2025	March 2, 2024
	(13 weeks)	(14 weeks)	(52 weeks)	(53 weeks)
Diluted earnings per share	$0.11	$0.71	$3.89	$4.51
Acquisition-related costs (1)
Transaction	0.03	—	0.20	—
Integration	0.05	—	0.09	—
Backlog amortization	0.07	—	0.11	—
Inventory step-up	0.05	—	0.07	—
Total Acquisition-related costs	0.20	—	0.47	—
Restructuring charges (2)	0.05	0.56	0.20	0.56
Impairment expense (3)	0.35	—	0.35	—
Arbitration award expense (4)	0.43	—	0.43	—
NMTC settlement gain (5)	—	—	—	(0.21)
Income tax impact on above adjustments (6)	(0.26)	(0.14)	(0.36)	(0.09)
Adjusted diluted earnings per share	$0.89	$1.14	$4.97	$4.77
Weighted average diluted shares outstanding	21,793	22,102	21,891	22,091

(1)	Acquisition-related costs include:•Transaction costs related to the UW Solutions acquisition.•Integration costs related to one-time expenses incurred to integrate the UW Solutions acquisition.•Backlog amortization related to the value attributed to contracting the backlog purchased in the UW Solutions acquisition. These costs were amortized in SG&A over the period that the contracted backlog was shipped.•Inventory step-up related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value. These costs were expensed to cost of goods sold over the period the inventory was sold.
(2)	Restructuring charges related to Project Fortify, including $(0.2) million of employee termination costs and $1.3 million of other costs incurred in the fourth quarter of fiscal 2025, and $1.1 million of employee termination costs and $3.2 million of other costs incurred in fiscal 2025. Restructuring charges related to Project Fortify, including $6.2 million of asset impairment charges, $5.9 million of employee termination costs and $0.3 million of other costs incurred in the fourth quarter of fiscal 2024.
(3)	Impairment expense on intangible assets in the Architectural Metals Segment.
(4)	Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.
(5)	Realization of a New Markets Tax Credit (NMTC) benefit during the second quarter of fiscal 2024, which was recorded in other expense (income), net.
(6)	Income tax impact reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred.

Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted Operating Income (Loss) and Adjusted Operating Margin
(Unaudited)
(In thousands) · Architectural Metals · Architectural Services · Architectural Glass · Performance Surfaces · Corporate and Other · Consolidated
Operating income (loss)		$(5,721)		$8,563		$10,997		$6,130		$(13,835)		$6,134
Acquisition-related costs (1)
Transaction		—		—		—		—		676		676
Integration		—		—		—		559		555		1,114
Backlog amortization		—		—		—		1,535		—		1,535
Inventory step-up		—		—		—		1,104		—		1,104
Total Acquisition-related costs		—		—		—		3,198		1,231		4,429
Restructuring charges (2)		1,268		(30)		—		—		(128)		1,110
Impairment expense (3)		7,634		—		—		—		—		7,634
Arbitration award expense (4)		—		—		—		—		9,393		9,393
Adjusted operating income (loss)		$3,181		$8,533		$10,997		$9,328		$(3,339)		$28,700
Operating margin		(5.1)%		7.3%		14.6%		12.8%		N/M	1.8%
Acquisition-related costs (1)
Transaction		—		—		—		—		N/M	0.2
Integration		—		—		—		1.2		N/M	0.3
Backlog amortization		—		—		—		3.2		N/M	0.4
Inventory step-up		—		—		—		2.3		N/M	0.3
Total Acquisition-related costs		—		—		—		6.7		N/M	1.3
Restructuring charges (2)		1.1		—		—		—		N/M	0.3
Impairment expense (3)		6.8		—		—		—		N/M	2.2
Arbitration award expense (4)		—		—		—		—		N/M	2.7
Adjusted operating margin		2.8%		7.2%		14.6%		19.5%		N/M	8.3%
(In thousands)		Architectural Metals	Architectural Services		Architectural Glass	Performance Surfaces	Corporate and Other		Consolidated
Operating income (loss)		$6,847		$3,629		$18,927		$6,945		$(14,482)		$21,866
Restructuring charges (2)		5,970		2,526		—		—		3,907		12,403
Adjusted operating income (loss)		$12,817		$6,155		$18,927		$6,945		$(10,575)		$34,269
Operating margin		4.9%		3.4%		19.7%		25.6%		N/M	6.0%
Restructuring charges (2)		4.3		2.4		—		—		N/M	3.4
Adjusted operating margin		9.2%		5.8%		19.7%		25.6%		N/M	9.5%
(1)	Acquisition-related costs include:•Transaction costs related to the UW Solutions acquisition.•Integration costs related to one-time expenses incurred to integrate the UW Solutions acquisition.•Backlog amortization related to the value attributed to contracting the backlog purchased in the UW Solutions acquisition. These costs were amortized in SG&A over the period that the contracted backlog was shipped.•Inventory step-up related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value. These costs were expensed to cost of goods sold over the period the inventory was sold.

(2)	Restructuring charges related to Project Fortify, including $(0.2) million of employee termination costs and $1.3 million of other costs incurred in the fourth quarter of fiscal 2025. Restructuring charges related to Project Fortify, including $6.2 million of asset impairment charges, $5.9 million of employee termination costs and $0.3 million of other costs incurred in the fourth quarter of fiscal 2024.
(3)	Impairment expense on intangible assets in the Architectural Metals Segment.
(4)	Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.

Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted Operating Income (Loss) and Adjusted Operating Margin
(Unaudited)
(In thousands)	Architectural Metals	Architectural Services	Architectural Glass	Performance Surfaces	Corporate and Other	Consolidated
Operating income (loss)	$42,466	$30,046	$59,274	$19,611	$(33,287)	$118,110
Acquisition-related costs (1)
Transaction	—	—	—	—	4,424	4,424
Integration	—	—	—	706	1,349	2,055
Backlog amortization	—	—	—	2,340	—	2,340
Inventory step-up	—	—	—	1,483	—	1,483
Total Acquisition-related costs	—	—	—	4,529	5,773	10,302
Restructuring charges (2)	4,024	(489)	—	—	788	4,323
Impairment expense (3)	7,634	—	—	—	—	7,634
Arbitration award expense (4)	—	—	—	—	9,393	9,393
Adjusted operating income (loss)	$54,124	$29,557	$59,274	$24,140	$(17,333)	$149,762
Operating margin	8.1%	7.2%	18.4%	16.1%	N/M	8.7%
Acquisition-related costs (1)
Transaction	—	—	—	—	N/M	0.3
Integration	—	—	—	0.6	N/M	0.2
Backlog amortization	—	—	—	1.9	N/M	0.2
Inventory step-up	—	—	—	1.2	N/M	0.1
Total Acquisition-related costs	—	—	—	3.7	N/M	0.8
Restructuring charges (2)	0.8	(0.1)	—	—	N/M	0.3
Impairment expense (3)	1.5	—	—	—	N/M	0.6
Arbitration award expense (4)	—	—	—	—	N/M	0.7
Adjusted operating margin	10.3%	7.0%	18.4%	19.8%	N/M	11.0%
(In thousands)	Architectural Metals	Architectural Services	Architectural Glass	Performance Surfaces	Corporate and Other	Consolidated
Operating income (loss)	$64,833	$11,840	$68,046	$24,233	$(35,119)	$133,833
Restructuring charges (2)	5,970	2,526	—	—	3,907	12,403
Adjusted operating income (loss)	$70,803	$14,366	$68,046	$24,233	$(31,212)	$146,236
Operating margin	10.8%	3.1%	18.0%	24.4%	N/M	9.4%
Restructuring charges (2)	1.0	0.7	—	—	N/M	0.9
Adjusted operating margin	11.8%	3.8%	18.0%	24.4%	N/M	10.3%

(1)	Acquisition-related costs include:•Transaction costs related to the UW Solutions acquisition.•Integration costs related to one-time expenses incurred to integrate the UW Solutions acquisition.•Backlog amortization related to the value attributed to contracting the backlog purchased in the UW Solutions acquisition. These costs were amortized in SG&A over the period that the contracted backlog was shipped.•Inventory step-up related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value. These costs were expensed to cost of goods sold over the period the inventory was sold.
(2)	Restructuring charges related to Project Fortify, including $1.1 million of employee termination costs and $3.2 million of other costs incurred in fiscal 2025. Restructuring charges related to Project Fortify, including $6.2 million of asset impairment charges, $5.9 million of employee termination costs and $0.3 million of other costs incurred in fiscal 2024.
(3)	Impairment expense on intangible assets in the Architectural Metals Segment.
(4)	Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.

Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin(Earnings before interest, taxes, depreciation and amortization)
(Unaudited)
	Three Months Ended		Twelve Months Ended
	March 1, 2025	March 2, 2024	March 1, 2025	March 2, 2024
(In thousands)	(13 weeks)	(14 weeks)	(52 weeks)	(53 weeks)
Net earnings	$2,485	$15,736	$85,052	$99,613
Income tax expense	254	3,548	27,522	29,640
Interest expense, net	3,525	949	6,159	6,669
Depreciation and amortization	13,810	10,403	44,608	41,588
EBITDA	$20,074	$30,636	$163,341	$177,510
Acquisition-related costs (1)
Transaction	676	—	4,424	—
Integration	1,114	—	2,055	—
Inventory step-up	1,104	—	1,483	—
Total Acquisition-related costs	2,894	—	7,962	—
Restructuring charges (2)	1,110	12,403	4,323	12,403
Impairment expense (3)	7,634	—	7,634	—
Arbitration award expense (4)	9,393	—	9,393	—
NMTC settlement gain (5)	—	—	—	(4,687)
Adjusted EBITDA	$41,105	$43,039	$192,653	$185,226
EBITDA Margin	5.8%	8.5%	12.0%	12.5%
Adjusted EBITDA Margin	11.9%	11.9%	14.2%	13.1%

(1)	Acquisition-related costs include:•Transaction costs related to the UW Solutions acquisition.•Integration costs related to one-time expenses incurred to integrate the UW Solutions acquisition.•Inventory step-up related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value. These costs were expensed to cost of goods sold over the period the inventory was sold.
(2)	Restructuring charges related to Project Fortify, including $(0.2) million of employee termination costs and $1.3 million of other costs incurred in the fourth quarter of fiscal 2025, and $1.1 million of employee termination costs and, $3.2 million of other costs incurred in fiscal 2025. Restructuring charges related to Project Fortify, including $6.2 million of asset impairment charges, $5.9 million of employee termination costs and $0.3 million of other costs incurred in the fourth quarter of fiscal 2024.
(3)	Impairment expense on intangible assets in the Architectural Metals Segment.
(4)	Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.
(5)	Realization of a New Markets Tax Credit (NMTC) benefit during the second quarter of fiscal 2024, which was recorded in other expense (income), net.

Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Measure - Adjusted Return on Invested Capital Reconciliation
(Unaudited)
Twelve Months Ended
(In thousands, except percentages) · March 1, 2025 · March 2, 2024
Net earnings		$85,052	$99,613
Interest expense, net (after tax)		4,619	5,002
Other income, net (after tax)		(467)	(1,567)
Net operating income after taxes		$89,204	$103,048
Adjustments:
Acquisition-related costs (1)		10,302	—
Restructuring charges (2)		4,323	12,403
Impairment expense (3)		7,634	—
Arbitration award expense (4)		9,393	—
Total adjustments		$31,652	$12,403
Less income tax impact on adjustments (5)		7,832	3,101
Adjusted net operating income after taxes		$113,024	$112,350
Average invested capital (6)		$757,178	$668,555
Return on invested capital (ROIC) (7)		11.8%	15.4%
Adjusted ROIC (8)		14.9%	16.8%
(1)	Acquisition-related costs include:•Transaction costs related to the UW Solutions acquisition.•Integration costs related to one-time expenses incurred to integrate the UW Solutions acquisition.•Backlog amortization related to the value attributed to contracting the backlog purchased in the UW Solutions acquisition. These costs were amortized in SG&A over the period that the contracted backlog was shipped.•Inventory step-up related to the incremental cost to value inventory acquired as part of the UW Solutions acquisition at fair value. These costs were expensed to cost of goods sold over the period the inventory was sold.
(2)	Restructuring charges related to Project Fortify, including $1.1 million of employee termination costs and $3.2 million of other costs incurred in fiscal 2025. Restructuring charges related to Project Fortify, including $6.2 million of asset impairment charges, $5.9 million of employee termination costs and $0.3 million of other costs incurred in fiscal 2024.
(3)	Impairment expense on intangible assets in the Architectural Metals Segment.
(4)	Expense related to an arbitration award which, represents the impact of the award amount net of existing reserves and estimated insurance proceeds.
(5)	Income tax impact reflects the tax rate for the jurisdictions in which the charge or income occurred.
(6)	Average invested capital represents a trailing five quarter average of total assets less current liabilities (excluding current portion long-term debt).
(7)	ROIC is calculated by dividing net operating income after taxes by average invested capital.
(8)	Adjusted ROIC calculated by dividing adjusted operating income after taxes by average invested capital.

Apogee Enterprises, Inc.
Fiscal 2026 Outlook
Reconciliation of Fiscal 2026 outlook of estimated Diluted Earnings per Share to Adjusted Diluted Earnings per Share
(Unaudited)
	Low Range	High Range
Diluted earnings per share	$2.54	$3.19
Acquisition-related costs (1)	0.14	0.09
Restructuring charges (2)	1.20	1.11
Income tax impact on above adjustments per share	(0.33)	(0.29)
Adjusted diluted earnings per share	$3.55	$4.10

(1)	Acquisition-related costs include costs related to one-time expenses incurred to integrate the UW Solutions acquisition.
(2)	Restructuring charges related to Project Fortify Phase 2.

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