APOGEE ENTERPRISES INC
For the period ended Mar 1, 2025. Filed May 13, 2025.
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Mar 1, 2025 · Filed May 13, 2025
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Contents
Appendix A - Non-GAAP Measure
Appendix A - Non-GAAP Measures
This Proxy Statement contains non-GAAP (generally accepted accounting principles in the United States) financial measures. The non-GAAP financial measures below are used as internal measures for performance-based compensation decisions, as further discussed in the Compensation Discussion and Analysis. Definitions for the non-GAAP financial measures contained in this Proxy Statement are provided on page 35 and the reconciliations of the non-GAAP financial measures are located below in this Appendix A. Other companies, including companies in our industry, may define these measures differently or may utilize different non-GAAP financial measures, limiting the usefulness of those measures for comparative purposes between companies.
| Reconciliation of Non-GAAP Financial Measure - Net Earnings to Adjusted EBIT | |||
|---|---|---|---|
| (unaudited) (in thousands) | |||
| Fiscal Year 2025 (52 weeks) | Consolidated | Architectural Glass | Architectural Services |
| Net earnings | $85,052 | $59,389 | $30,046 |
| Income tax expense | 27,522 | — | — |
| Interest expense, net | 6,159 | — | — |
| EBIT | $118,733 | $59,389 | $30,046 |
| Acquisition-related costs(1) | |||
| Transaction | 4,424 | — | — |
| Integration | 2,055 | — | — |
| Backlog amortization | 2,340 | — | — |
| Inventory step-up | 1,483 | — | — |
| Total Acquisition-related costs | 10,302 | — | — |
| Restructuring costs(2) | 4,323 | — | (489) |
| Impairment expense(3) | 7,634 | — | — |
| Arbitration award expense(4) | 9,393 | — | — |
| UW Solutions impact(5) | (3,768) | — | — |
| Adjusted EBIT | $146,617 | $59,389 | $29,557 |
| Fiscal Year 2024 (53 weeks) | Consolidated | Architectural Glass | Architectural Services |
| Net earnings | $99,613 | $70,470 | $11,840 |
| Income tax expense | 29,640 | — | — |
| Interest expense, net | 6,669 | — | — |
| EBIT | $135,922 | $70,470 | $11,840 |
| Restructuring costs(2) | 12,403 | — | 2,526 |
| Gain on NMTC settlement(6) | (4,687) | (4,687) | — |
| Adjusted EBIT | $143,638 | $65,783 | $14,366 |
| Fiscal Year 2023 (52 weeks) | Consolidated | Architectural Glass | Architectural Services |
| Net earnings | $104,107 | $28,562 | $18,140 |
| Income tax expense | 12,514 | — | — |
| Interest expense, net | 7,660 | — | — |
| EBIT | $124,281 | $28,562 | $18,140 |
| (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 is related 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 is 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 for intangible assets in the Architectural Metals Segment. |
| (4) | Expense related to an arbitration award which represent the impact of the award amount net of existing reserves and estimated insurance proceeds. |
| (5) | Excludes the operating income and investment impact of UW Solutions, acquired on November 4, 2024. |
| (6) | 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 Financial Measure - Adjusted Return on Invested Capital (Adjusted ROIC) | |||
| (unaudited) (in thousands) | |||
| Twelve Months Ended | |||
| March 1, 2025(52 weeks) | March 2, 2024(53 weeks) | February 25, 2023(52 weeks) | |
| Net earnings | $85,052 | $99,613 | $104,107 |
| Interest expense, net (after tax) | 4,635 | 5,035 | 4,596 |
| Other income, net (after tax) | (469) | (1,577) | 904 |
| Net operating income after taxes | $89,218 | $103,071 | $109,607 |
| Adjustments: | |||
| Acquisition-related costs (1) | 10,302 | — | — |
| Restructuring costs (2) | 4,323 | 12,403 | — |
| Impairment expense (3) | 7,634 | — | — |
| Arbitration award expense (4) | 9,393 | — | — |
| UW Solutions Impact (5) | (3,768) | — | — |
| Worthless stock deduction and other discrete tax benefits (6) | — | — | (14,833) |
| Total Adjustments | $27,884 | $12,403 | $(14,833) |
| Income tax impact on adjustments (7) | 6,900 | 3,038 | — |
| Adjusted net operating income after taxes | 110,202 | 112,436 | 94,774 |
| Average invested capital (8) | 757,178 | 668,555 | 686,124 |
| UW Solutions impact (5) | (96,349) | — | — |
| Adjusted average invested capital | 660,828 | 668,555 | 686,124 |
| Return on invested capital (9) | 11.78% | 15.42% | 15.97% |
| Adjusted return on invested capital (10) | 16.68% | 16.82% | 13.81% |
| (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 is related 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 is 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 for intangible assets in the Architectural Metals Segment. |
| (4) | Loss related to an uninsured portion of an arbitration award. |
| (5) | Excludes the operating income and investment impact of UW Solutions, acquired on November 4, 2024. |
| (6) | Worthless stock deduction and related discrete income tax benefits from the impairment of the Sotawall business in fiscal 2023, which was recorded in income tax expense. |
| (7) | Income tax impact reflects the estimated tax rate for the jurisdictions in which the charge or income occurred. |
| (8) | Average invested capital represents a trailing five quarter average of total assets less average current liabilities (excluding current portion long-term debt). |
| (9) | ROIC is calculated by dividing net operating income after taxes by average invested capital. |
| (10) | Adjusted ROIC is calculated by dividing adjusted net earnings after taxes by adjusted average invested capital. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.