APOGEE ENTERPRISES, INC.
For the period ended Aug 29, 2026. Filed Oct 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 29, 2026 · Filed Oct 6, 2026
APOG$45.77-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-05-30; filed 2026-06-30.
0000006845-26-000063
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-29; filed 2026-10-06.
0000006845-26-000103
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 76 previous paragraphs and 95 current paragraphs.
44 unchanged; 19 reworded; 31 added; 13 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
On July 1, 2026, we completed the acquisition of Keller Companies, Inc. ("Kalwall"), the controlling shareholder of Kalwall Corporation and Structures Unlimited Inc. The total purchase consideration was $112.2 million, including contingent earn-out consideration of $7.5 million. The acquisition was funded with borrowings under our existing credit facility. The acquired business is reported within our Architectural Glass Segment, and its results of operations have been included in our consolidated financial statements since the acquisition date.
Current report
On September 18, 2026, we completed the acquisition of SIA “Alzette”, the parent company of SIA “GroGlass” (“Groglass”), a Latvia-based provider of high-performance glass surface solutions specializing in anti-reflective and other advanced coating technologies, for up to €62.5 million on a cash-free, debt-free basis, subject to certain customary purchase price adjustments. For additional information regarding this acquisition, see Note 15, Subsequent Events, in our consolidated financial statements.
Current report
The following table summarizes the changes in net sales from Second Quarter Fiscal 2027 to Second Quarter Fiscal 2026:
Current report
•Consolidated net sales increased 9.2%, to $391.1 million, driven by a $16.4 million contribution from the Kalwall acquisition, price, and favorable mix, partially offset by lower volume.
Current report
•Gross margin increased 150 basis points to 24.6%, compared to 23.1%, primarily due to price, and productivity improvements including the net benefit from Project Fortify 2, and the accretive impact of the Kalwall acquisition, partially offset by higher material and manufacturing costs and impacts from lower volume.
Current report
•Other income was $0.5 million compared to $5.1 million. The prior year included a $4.6 million gain related to a New Markets Tax Credit.
Current report
•Net earnings were $22.4 million compared to $23.6 million in the prior year.
Current report
•Adjusted EBITDA increased to $49.5 million, compared to $44.4 million, and adjusted EBITDA margin increased to 12.7%, compared to 12.4%.
Current report
Comparison of First Six Months Fiscal 2027 to First Six Months Fiscal 2026
Current report
•Consolidated net sales increased 4.1%, to $733.8 million, primarily driven by price and mix favorability, in addition to the $16.4 million contribution from the Kalwall acquisition, partially offset by lower volume.
Current report
•SG&A expenses as a percent of net sales decreased to 16.2%, compared to 17.6%. The decrease was driven by the net cost savings from Fortify Phase 2, partially offset by higher incentive expense.
Current report
•Operating income increased to $52.3 million from $33.8 million, and operating margin increased 230 basis points to 7.1%.
Current report
•Other income was $0.4 million compared to $4.5 million. The prior year included a $4.6 million gain related to a New Markets Tax Credit.
Current report
•Income tax expense as a percentage of earnings before income tax was 26.8%, compared to 30.9% for the same period last year, as a result of the similar value of discrete tax items on higher earnings before income tax in the current year.
Current report
•Net earnings were $33.9 million compared to $21.0 million.
Current report
•Adjusted EBITDA increased to $81.7 million compared to $78.8 million and adjusted EBITDA margin remained consistent at 11.1% compared to 11.2% in the prior year.
Current report
•Net sales were $143.5 million, compared to $140.9 million, driven by favorable price, partially offset by lower volume.
Current report
•Net sales were $266.0 million, compared to $269.6 million, driven by lower volume offsetting favorable price and mix.
Current report
•Net sales were $108.5 million, compared to $100.5 million, primarily due to increased volume.
Current report
•Adjusted EBITDA increased to $6.2 million, or 5.8% of net sales, compared to $5.0 million, or 5.0% of net sales, primarily driven by project mix and higher volume.
Current report
•Adjusted EBITDA increased to $12.4 million, or 5.5% of net sales, compared to $11.1 million, or 5.4% of net sales, driven by increased volume, partially offset by unfavorable mix and price.
Current report
•Net sales were $87.4 million compared to $72.2 million, driven by the $16.4 million contribution from the Kalwall acquisition and favorable mix, partially offset by lower volume and price.
Current report
•Adjusted EBITDA was $13.0 million, or 14.9% of net sales, compared to $11.6 million, or 16.1% of net sales. The decrease in adjusted EBITDA margin was primarily driven by price, higher manufacturing and freight costs, and lower volume, partially offset by the accretive contribution of the Kalwall acquisition and favorable mix.
Current report
•Net sales were $155.1 million compared to $145.5 million, driven by the $16.4 million contribution from the Kalwall acquisition and favorable mix, partially offset by lower volume and price.
Current report
•Adjusted EBITDA decreased to $18.9 million, or 13.1% of net sales, compared to $25.1 million, or 17.2% of net sales. The decrease in adjusted EBITDA margin was primarily driven by price, lower volume and higher manufacturing and freight costs, partially offset by the accretive contribution of the Kalwall acquisition and favorable mix.
Current report
•Net sales were $55.3 million, compared to $48.4 million, due to higher volume and price.
Current report
•Adjusted EBITDA was $12.4 million, or 22.5% of net sales, compared to $11.2 million, or 23.2% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the impact of higher material costs, partially offset by price and increased volume.
Current report
•Net sales were $99.6 million, compared to $90.6 million, due to higher volume and price.
Current report
•Adjusted EBITDA was $19.0 million, or 19.1% of net sales, compared to $19.2 million, or 21.2% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the impact of higher material costs, partially offset by favorable price and increased volume.
Current report
•Corporate and Other adjusted EBITDA expense was $4.2 million, compared to $4.3 million in the prior year. The improvement was primarily due to the benefits from cost savings related to Fortify Phase 2 and lower health insurance costs, partially offset by higher incentive compensation expense.
Current report
•Corporate and Other adjusted EBITDA expense was $4.4 million, compared to $6.8 million in the prior year driven by net cost savings related to Fortify Phase 2 and lower health insurance costs, partially offset by higher incentive compensation expense.
Removed paragraphs (13)
Previous report
On May 27, 2026, we entered into a definitive agreement to acquire Keller Companies, Inc. (“KCI”), the controlling shareholder of Kalwall Corporation and Structures Unlimited Inc., for approximately $105 million in cash, subject to certain customary purchase price adjustments. The sellers may also receive up to $10 million in additional earn‑out consideration based on achieving certain financial objectives as defined in the agreement. We expect to fund the transaction with cash on hand and borrowings under our existing credit facility, and closing is anticipated in early July, subject to customary conditions. Upon closing, the acquired business is expected to be integrated into our Architectural Glass Segment and its results will be included in our consolidated results of operations from the date of acquisition.
Previous report
•Consolidated net sales decreased 1.1%, to $342.7 million, driven by lower volume within our Architectural Metals and Glass Segments, partially offset by volume improvement within our Architectural Services Segment. Improved pricing and mix within the Architectural Metals Segment offset part of the volume decline.
Previous report
•Other expense was $0.1 million compared to $0.7 million due to a decline in value of company-owned life insurance assets.
Previous report
•Net earnings were $11.5 million compared to net loss of $2.7 million.
Previous report
•Adjusted EBITDA decreased to $32.1 million, compared to $34.4 million, and adjusted EBITDA margin decreased to 9.4%, compared to 9.9%. The decrease in adjusted EBITDA margin was primarily driven by higher material and freight costs and the impacts from lower volume, partially offset by productivity improvements and benefits from cost savings of Fortify Phase 2.
Previous report
•Adjusted net earnings were $12.1 million compared to $11.9 million.
Previous report
Apogee Enterprises, Inc.
Previous report
•Net sales were $122.4 million, compared to $128.6 million, primarily due to lower volume, partially offset by favorable price and product mix.
Previous report
•Adjusted EBITDA remained relatively consistent at $6.1 million, or 5.3% of net sales, compared to $6.1 million, or 5.7% of net sales. The decline in adjusted EBITDA margin was driven by unfavorable project mix, mostly offset by benefits from the actions of Project Fortify Phase 2 to reduce the impact of tariffs, and the impact from increased volume.
Previous report
•Net sales were $67.7 million, compared to $73.3 million, driven by lower price and volume due to continued end market softness, partially offset by favorable mix.
Previous report
•Adjusted EBITDA decreased to $5.9 million, or 8.7% of net sales, compared to $13.4 million, or 18.3% of net sales. The decrease in adjusted EBITDA margin was primarily driven by lower price, reduced volume, and material inflation.
Previous report
•Net sales were $44.3 million, compared to $42.3 million, driven by increased volume and favorable price.
Previous report
•Corporate and Other adjusted EBITDA expense was $0.2 million, compared to $2.4 million, primarily due to an insurance-related benefit.
Reworded paragraphs (19)
Previous wording
The following is a discussion of our financial condition and results of operations during the three months ended May 30, 2026 and the three months ended May 31, 2025.
Current wording
The following is a discussion of our financial condition and results of operations during the three and six months ended August 29, 2026 and August 30, 2025.
Previous wording
•Selling, general, and administrative (SG&A) expense as a percent of net sales decreased to 16.4%, compared to 19.7%. This improvement was primarily driven by the benefits from cost savings included in Project Fortify Phase 2.
Current wording
•Selling, general, and administrative (SG&A) expense as a percent of net sales increased to 16.0%, compared to 15.6%, primarily due to higher incentive compensation expense, partially offset by cost savings from Fortify Phase 2.
Previous wording
•Operating income increased to $18.8 million from $6.9 million, and operating margin increased 350 basis points to 5.5%.
Current wording
•Operating income increased to $33.5 million from $26.9 million, and operating margin increased 110 basis points to 8.6%.
Previous wording
•Income tax expense as a percentage of earnings before income tax was 27.6%, compared to 211.9%. The decline in the effective tax rate was primarily due to generating greater earnings before income taxes compared to the first quarter of last year.
Current wording
•Income tax expense as a percentage of earnings before income tax was 26.4%, compared to 15.4%. The increase in the effective tax rate was primarily attributable to non-recurring favorable discrete tax items recognized in the prior year.
Previous wording
•Gross margin increased 20 basis to 21.9%, compared to 21.7%, primarily due to price, productivity improvements including savings from Project Fortify Phase 2, and favorable mix, partially offset by higher material and freight costs and impacts from lower volume.
Current wording
•Gross margin increased to 23.3%, compared to 22.4%, primarily due to price and productivity improvements, including the net benefit from Fortify Phase 2, and favorable mix, partially offset by higher material and manufacturing costs and impacts from lower volume.
Previous wording
•Interest expense decreased to $2.8 million, due to a lower average debt balance in the first quarter of fiscal 2027 compared to the prior year.
Current wording
•Interest expense, net decreased to $6.4 million, due to a lower average debt balance compared to the prior year.
Previous wording
•Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS), used by the Company to provide meaningful supplemental information about its operating performance by excluding amounts that are not considered part of core operating results, to enhance comparability from period-to-period.
Current wording
•Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS), is used by the Company to provide meaningful supplemental information about its operating performance by excluding amounts that are not considered part of core operating results, to enhance comparability from period-to-period.
Previous wording
•Adjusted EBITDA was $6.6 million, or 14.8% of net sales, compared to $8.0 million, or 18.8% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the net impact of higher material and freight costs, partially offset by productivity.
Current wording
•Adjusted EBITDA was $22.1 million, or 15.4% of net sales, compared to $20.8 million, or 14.8% of net sales, driven by price, improved productivity and cost savings from Fortify Phase 2, and favorable mix, partially offset by the net impact from higher aluminum costs and lower volume.
Previous wording
•Adjusted EBITDA was $13.7 million, or 11.2% of net sales, compared to $9.4 million, or 7.3% of net sales. The higher adjusted EBITDA margin was primarily driven by improved mix and favorable productivity including cost savings related to Project Fortify Phase 2, partially offset by the impact of lower volume and the impact from higher aluminum costs.
Current wording
•Adjusted EBITDA was $35.8 million, or 13.5% of net sales, compared to $30.2 million, or 11.2% of net sales. The improvement in adjusted EBITDA margin was primarily driven by price, improved productivity and cost savings from Fortify Phase 2, and favorable mix, partially offset by the net impact from higher aluminum costs and lower volume.
Previous wording
•Net sales were $115.2 million, compared to $106.5 million, driven by increased volume.
Current wording
•Net sales were $223.7 million, compared to $207.0 million, driven by increased volume.
Previous wording
As of May 30, 2026, segment backlog in the Architectural Services Segment was approximately $734.5 million, compared to approximately $682.9 million at the end of the first quarter of fiscal 2026.
Current wording
As of August 29, 2026, segment backlog in the Architectural Services Segment was approximately $833.0 million, compared to approximately $792.3 million at the end of the second quarter of fiscal 2026.
Previous wording
Operating Activities. Net cash provided by operating activities was $7.4 million for the first three months of fiscal 2027, compared to a use of $19.8 million in the prior year period. The increase in net cash provided by operating activities was driven by higher net earnings and an arbitration settlement payment in the prior year that did not recur.
Current wording
Operating Activities. Net cash provided by operating activities was $43.3 million for the first six months of fiscal 2027, compared to $37.3 million in the prior year period. The increase in cash provided by operating activities is driven by higher net earnings, partially offset by increased cash used for working capital.
Previous wording
Investing Activities. Net cash used in investing activities was $9.8 million for the first three months of fiscal 2027, compared to $7.0 million in the prior-year period. The increase net cash used in investing activities was primarily related purchases of marketable securities.
Current wording
Investing Activities. Net cash used in investing activities was $121.8 million for the first six months of fiscal 2027, compared to $10.9 million in the prior-year period. The increase net cash used in investing activities was primarily related to the acquisition of Kalwall.
Previous wording
Financing Activities. Net cash used in financing activities was $11.1 million for the first three months of fiscal 2027, compared to $17.6 million of cash provided by financing activities in the prior year period. The change in net cash provided by financing activities was driven by lower net proceeds received from our revolving credit facility, partially offset by $9.7 million of repurchases of common stock.
Current wording
Financing Activities. Net cash provided by financing activities was $74.9 million for the first six months of fiscal 2027, compared to $29.1 million of cash used in financing activities in the prior year period. The increase primarily relates to additional proceeds from our revolving credit facility used to fund the Kalwall acquisition, as well as lower debt payments compared to the prior year.
Previous wording
Outstanding borrowings under the term loan facility were $209.4 million as of May 30, 2026. Outstanding borrowings under the revolving credit facility were $28.0 million as of May 30, 2026.
Current wording
Outstanding borrowings under the term loan facility were $206.5 million as of August 29, 2026. Outstanding borrowings under the revolving credit facility were $129.0 million as of August 29, 2026.
Previous wording
At May 30, 2026, we had a total of $2.6 million of ongoing letters of credit related to the senior credit facility, construction contracts and insurance collateral that expire in fiscal 2027 and reduce borrowing capacity under the revolving credit facility. As of May 30, 2026, the amount available for revolving borrowings was $419.4 million.
Current wording
At August 29, 2026, we had a total of $2.6 million of ongoing letters of credit related to the senior credit facility, construction contracts and insurance collateral that expire in fiscal 2027 and reduce borrowing capacity under the revolving credit facility. As of August 29, 2026, the amount available for revolving borrowings was $318.4 million.
Previous wording
We acquire the use of certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment. Future payments for such leases, excluding leases with initial terms of one year or less, were $56.8 million at May 30, 2026, with $11.8 million payable during the remainder of fiscal 2027.
Current wording
We acquire the use of certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment. Future payments for such leases, excluding leases with initial terms of one year or less, were $53.0 million at August 29, 2026, with $7.9 million payable during the remainder of fiscal 2027.
Previous wording
As of May 30, 2026, we had $14.9 million of open purchase obligations, of which payments totaling $7.4 million are expected to become due during the remainder of fiscal 2027.
Current wording
As of August 29, 2026, we had $33.5 million of open purchase obligations, of which payments totaling $10.6 million are expected to become due during the remainder of fiscal 2027.
Previous wording
We are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance. At May 30, 2026, $1.1 billion of these types of bonds were outstanding, of which $239.8 million is in our backlog. These bonds have expiration dates that align with completion of the purchase order or contract. We have not been required to make any payments under these bonds with respect to our existing businesses.
Current wording
We are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance. At August 29, 2026, $1.2 billion of these types of bonds were outstanding, of which $264.3 million is in our backlog. These bonds have expiration dates that align with completion of the purchase order or contract. We have not been required to make any payments under these bonds with respect to our existing businesses.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
•Interest expense decreased to $3.6 million, primarily due to lower average debt balance.