UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended November 28, 1998 Commission File Number 0-6365 APOGEE ENTERPRISES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Minnesota 41-0919654 ------------------------ --------------------- (State of Incorporation) (IRS Employer ID No.) 7900 Xerxes Avenue South, Suite 1800, Minneapolis, Minnesota 55431 ------------------------------------------------------------------ (Address of Principal Executive Offices) Registrant's Telephone Number (612) 835-1874 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the latest practicable date. Class Outstanding at December 31, 1998 - -------------------------------- -------------------------------- Common Stock, $.33-1/3 Par Value 27,642,043 1
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES FORM 10-Q TABLE OF CONTENTS FOR THE QUARTER ENDED NOVEMBER 28, 1998 Description Page ----------- ---- PART I - ------ Item 1. Financial Statements Consolidated Balance Sheets as of November 28, 1998 and February 28, 1998 3 Consolidated Results of Operations for the Three Months and Nine Months Ended November 28, 1998 and November 29, 1997 4 Consolidated Statements of Cash Flows for the Nine Months Ended November 28, 1998 and November 29, 1997 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 PART II Other Information - ------- Item 6. Exhibits and Reports on Form 8-K 12 Exhibit Index 14 2
Item 1. Financial Statements - ------- -------------------- APOGEE ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) <TABLE> <CAPTION> November 28, February 28, 1998 1998 ------------ ------------ <S> <C> <C> ASSETS Current assets Cash and cash equivalents $ 1,294 $ 7,853 Receivables, net of allowance for doubtful accounts 160,534 145,121 Inventories 69,456 64,183 Costs and earnings in excess of billings on uncompleted contracts 5,419 6,796 Refundable income taxes 200 16,533 Deferred tax assets 10,628 14,218 Other current assets 5,221 7,540 -------- -------- Total current assets 252,752 262,244 -------- -------- Property, plant and equipment, net 164,107 129,937 Marketable securities - available for sale 19,698 18,706 Investments 671 709 Intangible assets, at cost less accumulated amortization 54,373 50,500 Other assets 2,195 2,025 -------- -------- Total assets $493,796 $464,121 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 44,310 $ 44,055 Accrued expenses 86,668 108,893 Billings in excess of costs and earnings on uncompleted contracts 39,147 23,141 Current installments of long-term debt 1,279 1,679 -------- -------- Total current liabilities 171,404 177,768 -------- -------- Long-term debt 167,719 151,967 Other long-term liabilities 26,423 24,785 Minority interest 158 - Shareholders' equity Common stock, $.33 1/3 par value; authorized 50,000,000 shares; issued and outstanding 27,642,000 and 27,453,000 shares, respectively 9,214 9,151 Additional paid-in capital 42,510 38,983 Retained earnings 76,961 61,899 Unearned compensation (862) (686) Net unrealized gain on marketable securities 269 254 -------- -------- Total shareholders' equity 128,092 109,601 -------- -------- Total liabilities and shareholders' equity $493,796 $464,121 ======== ======== </TABLE> See accompanying notes to consolidated financial statements. 3
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997 (Thousands of Dollars Except Share and Per Share Amounts) <TABLE> <CAPTION> Three Months Ended Nine Months Ended ------------------------------------ ------------------------------------- November 28, November 29, November 28, November 29, 1998 1997 1998 1997 ---------------- ---------------- ---------------- ----------------- <S> <C> <C> <C> <C> Net sales $236,004 $235,021 $720,034 $704,887 Cost of sales 186,018 183,383 570,270 545,925 -------- -------- -------- --------- Gross profit 49,986 51,638 149,764 158,962 Selling, general and administrative expenses 36,080 32,560 108,939 97,134 Unusual items - 35,647 - 48,438 -------- -------- -------- --------- Operating income (loss) 13,906 (16,659) 40,825 13,390 Interest expense, net 2,376 1,510 7,521 5,569 -------- -------- -------- --------- Earnings (loss) before income taxes and other items below 11,530 (18,079) 33,304 7,821 Income taxes 4,017 (7,894) 12,073 1,171 Equity in net loss of affiliated companies 316 250 1,064 654 Minority interest (53) - (116) - -------- -------- -------- --------- Net earnings (loss) $ 7,250 $ (10,435) $ 20,283 $ 5,996 ======== ========= ======== ========= Earnings (loss) per share-Basic $ 0.26 $ (0.37) $ 0.74 $ 0.22 ======== ========= ======== ========= Earnings (loss) per share-Diluted $ 0.26 $ (0.37) $ 0.73 $ 0.21 ======== ========= ======== ========= Cash dividends per common share $ 0.0525 $ 0.0500 $ 0.1525 $ 0.1400 ======== ========= ======== ========= </TABLE> See accompanying notes to consolidated financial statements. 4
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997 (Thousands of Dollars) <TABLE> <CAPTION> 1998 1997 -------- -------- <S> <C> <C> OPERATING ACTIVITIES Net earnings $ 20,283 $ 5,996 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 20,222 18,394 Provision for losses on accounts receivable 1,404 (282) Deferred income tax (benefit) expense 4,580 (8,463) Provision for restructuring and other unusual items - 26,030 Foreign currency translation loss - 4,097 Equity in net loss of affiliated companies 1,064 654 Minority interest (116) - Other, net 222 1,036 -------- -------- Cash flow before changes in operating assets and liabilities 47,659 47,462 Changes in operating assets and liabilities, net of effect of acquisitions Receivables (16,093) 4,761 Inventories (5,231) (7,544) Costs and earnings in excess of billings on uncompleted contracts 1,377 6,017 Other current assets 2,385 2,314 Accounts payable and accrued expenses (23,546) (10,994) Billings in excess of costs and earnings on uncompleted contracts 16,006 (5,579) Refundable income taxes and accrued income taxes 17,101 - Accrued income taxes - 1,754 Other long-term liabilities 472 (2,345) -------- -------- Net cash provided by operating activities 40,130 35,846 -------- -------- INVESTING ACTIVITIES Capital expenditures (52,946) (27,998) Acquisition of businesses, net of cash acquired (3,361) (537) Increase in marketable securities (946) (7,462) Investments in and advance to affiliated companies (1,025) - Proceeds from sale of property and equipment 232 768 Other, net 628 (1,186) -------- -------- Net cash used in investing activities (57,418) (36,415) -------- -------- FINANCING ACTIVITIES Payments on long-term debt (1,145) (1,114) Proceeds from issuance of long-term debt 16,497 9,589 Repurchase and retirement of common stock (1,182) (7,149) Proceeds from issuance of common stock 2,961 4,112 Dividends paid (4,214) (3,876) Increase in deferred debt expenses (2,188) - -------- -------- Net cash provided by financing activities 10,729 1,562 -------- -------- (Decrease) increase in cash and cash equivalents before effect of exchange rate changes on cash (6,559) 993 Effect of exchange rate changes on cash - (2,049) -------- -------- Decrease in cash (6,559) (1,056) Cash at beginning of period 7,853 4,065 -------- -------- Cash at end of period $ 1,294 $ 3,009 ======== ======= </TABLE> See accompanying notes to consolidated financial statements. 5
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of November 28, 1998 and November 29, 1997, the results of operations for the three months and nine months ended November 28, 1998 and November 29, 1997 and cash flows for the nine months ended November 28, 1998 and November 29, 1997. Certain prior year amounts have been reclassified to conform to the current period presentation. The financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and financial statements and notes thereto included in the Company's Form 10-K for the year ended February 28, 1998. The results of operations for the three months and nine months ended November 28, 1998 and November 29, 1997 are not necessarily indicative of the results to be expected for the full year. The Company's fiscal year ends on the Saturday closest to February 28. Each interim quarter ends on the Saturday closest to the end of the months of May, August and November. 2. Earnings per share The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per share. Three Months Ended Nine Months Ended -------------------------- -------------------------- November 28, November 29, November 28, November 29, 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Basic earnings per share-weighted common shares outstanding 27,635,881 27,865,701 27,588,981 27,844,743 Weighted common shares assumed upon exercise of stock options 127,828 -- 197,152 653,792 ---------- ---------- ---------- ---------- Diluted earnings per share-weighted common shares and common shares equivalent outstanding 27,763,709 27,865,701 27,786,133 28,498,535 ========== ========== ========== ========== 3. Inventories Inventories consist of the following: November 28, 1998 February 28, 1998 ----------------- ----------------- Raw materials and supplies $19,933 $20,017 In process 4,234 4,749 Finished goods 45,289 39,417 ----------------- ----------------- $69,456 $64,183 ================= ================= 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operations ------------- Sales and Earnings - ------------------ Third quarter net earnings of $7.3 million, or $0.26 cents per share diluted, were $17.7 million higher than last year's loss of $10.4 million, or $0.37 cents per share diluted. Revenues of $236.0 million for the quarter were relatively flat as compared to revenues of $235.0 a year ago. Operating income of $13.9 million compared to an operating loss of $16.6 million in last year's third quarter, which included $31.2 million in operating losses related to Building Products & Services' exited European curtainwall operations. The increase in Apogee's operating income was primarily due to a significant improvement in Building Products & Services' results; last year's results included a $26.0 million pre-tax provision for restructuring and other unusual items mainly related to the segment's international curtainwall operations. A 49% decline in operating income at Glass Technologies partly offset this improvement. Year-to-date net earnings increased to $20.3 million, or $0.73 cents per share diluted, from $6.0 million, or $0.21 cents per share diluted, in the prior year. Revenues for the first nine months increased 2%, to $720.0 million, compared to $704.9 million a year ago. The following table presents the percentage change in net sales and operating income for the Company's three segments and on a consolidated basis, for three and nine months when compared to the corresponding periods a year ago. <TABLE> <CAPTION> Three Months Ended Nine Months Ended ---------------------------------- --------------------------------- November 28, November 29, % November 28, November 29, % (Dollars in thousands) 1998 1997 Chg 1998 1997 Chg ---------------------------------- --------------------------------- <S> <C> <C> <C> <C> <C> <C> Net Sales Glass Technologies $ 54,680 $ 61,431 (11) $ 159,545 $ 171,481 (7) Auto Glass 91,117 83,971 9 296,920 271,524 9 Building Products & Services 93,056 93,087 -- 271,832 270,285 1 Intersegment Eliminations (2,849) (3,468) (18) (8,263) (8,403) (2) ---------------------------------- --------------------------------- Total $ 236,004 $ 235,021 -- $ 720,034 $ 704,887 2 ================================== ================================= Operating Income (Loss) Glass Technologies $ 4,186 $ 8,228 (49) $ 10,046 $ 21,412 (53) Auto Glass 4,019 2,953 36 18,757 20,715 (9) Building Products & Services 5,959 (27,473) N/M 12,680 (28,113) N/M Corporate and Other (258) (277) (7) (658) (624) 5 ---------------------------------- --------------------------------- Total $ 13,906 $ (16,569) N/M $ 40,825 $ 13,390 205 ================================== ================================= </TABLE> Glass Technologies (GT) - ----------------------- Third quarter sales and earnings results at Glass Technologies were below the record sales and operating income reported a year ago, but showed improvement over second quarter. GT sales decreased 11% to $54.7 million in the third quarter, while operating income fell 49% to $4.2 million in the quarter. The economic slowdown in Asia was a primary factor affecting the segment's results as sales of Viratec's anti-glare filter and front-surface mirror products to Asia, both directly and indirectly, continued to trail sales from a year ago. The effects of the segments' many capital projects also contributed to the segment's lower earnings. In addition, Viracon reported lower sales despite solid plant productivity, as production of the unit's architectural glass products outpaced shipments by a considerable margin. We expect shipments to exceed production levels in the fourth quarter as releases are made to customers. Viracon, the segment's largest unit, reported 11% lower net sales, while earnings were down 39% compared to last year's very strong third quarter. These results were due primarily to the factors noted above. Viracon continued to run at a high level of productivity despite its continuing capacity limitations, which were partially relieved by modest production from temporary operations used in the training of employees for the new Statesboro, Georgia facility. Construction of Viracon's new facility remained on schedule. Customer demand for Viracon's high-performance architectural glass products remained strong. 7
Start-up of the Optium CRT coating line and lower demand for Viratec's anti-glare filter and front-surface mirror products caused Viratec to report an operating loss for the quarter compared to solid operating earnings a year earlier. The Viratec unit's Optium CRT coating line went online in September and is ramping up production to meet the sales orders received from customers. Viratec continued to proceed with the addition of a new flat glass coating line, which is expected to go on-line next spring. As compared to last year, third quarter operating income at Tru Vue held steady on a marginal sales increase. Also, during the third quarter, Tru Vue broke ground on a new facility in the Chicago area. The new facility, expected to be completed in the spring of 1999, should increase productivity at this business unit. Based on its backlog, strong demand for most of its products and the return to full production of Viratec's Optium CRT coating line, fourth quarter earnings for GT are expected to increase over third quarter results. However, GT will fall short of last year's fourth quarter and full year operating earnings. Auto Glass (AG) - --------------- As compared to last year, AG sales for the quarter increased 9% to $91.1 million. Operating income increased 36% to $4.0 million, compared to a year ago, due partly to a continuing effort to increase sales to national insurance companies. AG also continued to proceed with efforts to improve productivity for its auto glass repair and replacement retail operations. For the first nine months of fiscal 1999, same-location retail unit sales fell slightly. At the close of the third quarter, AG had 340 retail locations, 75 wholesale depots and 8 Midas Muffler franchises. While the segment expects to report a loss in its seasonally slow fourth quarter, the segment expects to report year-over-year improvement for the quarter. Building Products & Services (BPS) - ---------------------------------- Third quarter operating income at Building Products & Services climbed to $6.0 million compared with an operating loss of $27.5 million in last year's third quarter, which included the $26.0 million pre-tax charge noted above. Sales were at the prior year level of $93.1 million, which were restated to reflect the deconsolidation of the segment's European curtainwall operations. The quarter's results benefited from the impact of strategies employed last year by Building Products & Services - downsizing of operations, exiting from the segment's international curtainwall operations, and adherence to defined margin and investment parameters. Although profitable, domestic curtainwall operations reported operating earnings below last year despite a marginal increase in sales. Last year's results benefited from the completion of a large project. The Detention/Security group also reported decreased earnings despite increased sales levels. Full Service and Architectural Products both reported solid results with earnings well above a year ago. As of the end of the third fiscal quarter, the activities associated with the exit from European curtainwall operations remained on schedule, and the Asian curtainwall unit had substantially completed the remaining projects in its backlog. On December 3, 1998, the segment executed the sale of its Detention/Security business, effective November 28, 1998. The sale was made in an effort to better focus on Apogee's core businesses. The Detention/Security business unit represented 8% of Apogee's consolidated sales and less than 3% of Apogee's consolidated operating income for the three quarters ended November 28, 1998. Backlog - ------- On November 28, 1998, Apogee's consolidated backlog stood at $240 million, down 26% from the $327 million reported a year ago. The backlogs of BPS's operations represented 75% of Apogee's consolidated 8
backlog. The most notable variances were the anticipated declines in BPS's New Construction unit's international backlogs and the elimination of Detention/Security's backlog as a result of the sale of that unit as mentioned above. These decreases were offset by significant backlog increases at Viracon, Viratec and BPS's domestic New Construction unit. Consolidated - ------------ The following table compares quarterly results with year-ago results, as a percentage of sales, for each caption. <TABLE> <CAPTION> Three Months Ended Nine Months Ended ------------------ ----------------- Nov. 28, Nov. 29, Nov. 28, Nov. 29, 1998 1997 1998 1997 ----------------- ----------------- <S> <C> <C> <C> <C> Net sales 100.0 100.0 100.0 100.0 Cost of sales 78.8 78.0 79.2 77.4 ----------------- ----------------- Gross profit 21.2 22.0 20.8 22.6 Selling, general and administrative expenses 15.3 13.9 15.1 13.8 Unusual items -- 15.2 -- 6.9 ----------------- ----------------- Operating income (loss) 5.9 (7.1) 5.7 1.9 Interest expense, net 1.0 0.6 1.0 0.8 ----------------- ----------------- Earnings (loss) before income taxes and other items below 4.9 (7.7) 4.6 1.1 Income taxes 1.7 (3.4) 1.7 0.2 Equity in net earnings of affiliated companies 0.1 0.1 0.1 0.1 Minority interest -- -- -- -- ----------------- ----------------- Net earnings (loss) 3.1 (4.4) 2.8 0.9 ================= ================= Income tax rate 35.0% (43.7)% 36.3% 15.0% </TABLE> On a consolidated basis for the three-month and nine-month periods, gross profit fell as a percentage of net sales. The primary factors underlying this decline were the effect of the suspension of the Optium CRT coating line through the second quarter, temporary productivity issues at Viracon early in the second quarter and the absence of the significant margin recognized upon the completion of one large curtainwall project included in last year's results. These items were partly offset by solid productivity gains at BPS's Architectural and Full Service business units and the continuation of a change in sales mix reflecting lower curtainwall revenues. Selling, general and administrative (SG&A) expenses rose by $3.5 million, or 11%, for the quarter, and by $11.8 million, or 12%, for nine months. The increases included higher spending for information systems technology at several businesses, and higher employee and advertising costs. Interest expense rose over last year for both the three-month and nine-month periods, due to higher borrowing levels and interest rates. The nine-month effective income tax rate was 36.3% versus a 15.0% tax rate last year with the fiscal 1998 tax rate reflecting the marginal tax benefit associated with the $26.0 million charge related to international curtainwall operations described above. Liquidity and Capital Resources - ------------------------------- Financial Condition - ------------------- Net cash provided by operating activities Cash provided by operating activities for the nine months ended November 28, 1998 totaled $40.1 million. That figure primarily reflected the combination of net earnings and noncash charges, such as depreciation and amortization. At quarter end, the Company's working capital stood at $81.3 million. Working capital, excluding cash, remained essentially unchanged from the beginning of the year. Major variances within the working capital accounts included growth in receivables and inventories along with a reduction in payables/accruals. Offsetting these increases in working capital were the receipt of approximately $10 9
million in refundable income taxes, which was used to reduce outstanding debt, and an increase in billings in excess of costs and earnings on uncompleted contracts. Net cash provided by financing activities Bank borrowings stood at $167.0 million at November 28, 1998; 11% higher than the $150.5 million outstanding at February 28, 1998. The additional borrowings were primarily attributable to the excess of capital spending and cash dividends over cash generated from operating activities. At November 28, 1998, long-term debt stood at 52% of total capitalization. Debt was decreased by $22.5 million the week following quarter-end. This decrease was attributable to the use of proceeds from the sale of the Detention/Security business unit of BPS. In May 1998, the Company obtained a five-year, committed secured credit facility in the amount of $275 million. This new credit facility requires Apogee to maintain minimum levels of net worth and certain financial ratios, and is collateralized by the Company's receivables, inventory, equipment and intangibles. This facility replaced a $150 million five-year, multi-currency committed credit facility which had been obtained in May 1996. The total commitment of the credit facility was reduced by the sales price, net of taxes, of the sale of the Detention/Security business. In December 1998, Apogee entered into an interest rate swap agreement, which expires in fiscal 2004, which effectively converted $25 million of its variable rate borrowings into a fixed rate obligation. The Company anticipates bank borrowings to increase over the remainder of the fiscal year as capital spending, working capital and dividend requirements are expected to exceed the Company's cash provided by operating activities. Net cash used in investing activities Additions to property, plant and equipment during the nine months ended November 28, 1998 totaled approximately $52.9 million. Major items included expenditures for the GT expansion activities noted above as well as expenditures on information systems projects throughout the Company. Capital expenditures for the remainder of the year are expected to be significant primarily due to the completion of the Company's new Statesboro, Georgia architectural glass fabrication facility and other planned capacity expansions in GT. Cash decreased $6.6 million for the nine months ended November 28, 1998. Shareholders' Equity - -------------------- At November 28, 1998, Apogee's shareholders' equity stood at $128.1 million. Book value per share was $4.63, up from $3.99 per share at February 28, 1998, with outstanding common shares increasing nominally during the period. Net earnings and proceeds from common stock issued in connection with the Company's stock-based compensation plans accounted for the increase, slightly offset by dividends paid. Impact of Year 2000 - ------------------- The Company has been evaluating, with the assistance of independent software consultants, its Information Technology (IT) systems, non-IT systems, and third-party readiness for compliance with Year 2000 requirements. For these purposes, the Company defines its "IT systems" as those hardware and software systems which comprise its central management information systems and its telephone systems. All other systems, including those involved in local, on-site product design or manufacturing, are considered "non-IT systems." "Third parties" include all the Company's key suppliers and customers. The assessment phase for the Company's IT systems is approximately 80% complete. Remediation and implementation of the core operating and application programs within the IT systems is approximately 25% complete, and the intention is to be completed by May 1999. The costs related to Year 2000 to complete this activity should not exceed $15 million of both capital and expense, of which approximately 10
$2 million has been incurred to date. Of this projected cost, approximately $6 million is related to accelerated replacement due to Year 2000 concerns. The Company's businesses are approximately 15% complete in the assessment phase regarding embedded operating and applications software and hardware within its non-IT systems. The Company expects to complete that assessment by February 1999. Although the Company is still in the assessment phase, based on currently known data about its non-IT systems, the Company believes that the requirements for Year 2000 remediation of its non-IT systems will be limited in nature. The Company's businesses have contacted key customers and suppliers to assess Year 2000 compliance within their organizations to assure no material interruption in these important third party relationships. This dialog and process will be ongoing into early 1999. Non-compliant customers and suppliers will be evaluated in terms of the degree of risk posed to the Company's business, and, where necessary, appropriate responses such as selection of Year 2000 compliant additional or replacement suppliers will be taken. If there were significant non-compliance by key customers and suppliers, the Company might experience a material adverse effect on the businesses with those specific third-party relationships. Most of the Company's businesses will remediate or replace portions of their software and hardware within the Company's IT systems and non-IT systems that are identified as requiring Year 2000 remediation. The Company intends to address contingency planning with respect to its IT systems, its non-IT systems and its third-party relationships with key customers and suppliers in early 1999. Based on the Company's assessments completed to date, the Company's total cost of addressing Year 2000 issues is currently estimated to be in the range of $10 to $18 million, of which approximately $3 million has already been incurred. These costs have been and will continue to be funded through operating cash flows. Cautionary Statements - --------------------- A number of factors should be considered in conjunction with any discussion of operations or results by the Company or its representatives and any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors, or other communications by the Company. These factors are set forth in the cautionary statements filed as Exhibit 99 to the Company's Form 10-K and include, without limitation, cautionary statements regarding changes in economic and market conditions, factors related to competitive pricing, commercial building market conditions, management of growth of business units, costs or difficulties related to the operation of the businesses or execution of exit activities are greater than expected, the impact of foreign currency markets, the integration of acquisitions, and the realization of expected economies gained through expansion and information systems technology. The Company wishes to caution investors and others to review the statements set forth in Exhibit 99 and that other factors may prove to be important in affecting the Company's business or results of operations. These cautionary statements should be considered in connection with this Form 10-Q, including the forward looking statements contained in the Management's discussion and analysis of the Company's three business segments. These cautionary statements are intended to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Item 3. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- This item is not applicable to the Company as of November 28, 1998. 11
PART II OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: Exhibit 10.1 Resignation Agreement between Apogee Enterprises, Inc. and James L. Martineau Exhibit 10.2 Apogee Enterprises, Inc. Officers' Supplemental Executive Retirement Plan Exhibit 10.3 Apogee Enterprises, Inc. Executive Supplemental Plan Exhibit 10.4 Amendment to Apogee Enterprises, Inc. Employment Agreement with Richard Gould Exhibit 27.1 Financial Data Schedule (EDGAR filing only). Exhibit 27.2 Restated Financial Data Schedule (EDGAR filing only). Exhibit 27.3 Restated Financial Data Schedule (EDGAR filing only). Exhibit 27.4 Restated Financial Data Schedule (EDGAR filing only). (b) The Company filed a Current Report on Form 8-K, dated November 10, 1998, announcing the signed purchase agreement between the Company and CompuDyne Corporation for the sale of the Company's Detention/Security business unit. The Company filed a Current Report on Form 8-K, dated December 3, 1998, updating the information on the purchase agreement announced November 10, 1998 and announcing the closing of the sale of the Detention/Security business unit. 12
CONFORMED COPY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APOGEE ENTERPRISES, INC. Date: January 12, 1999 /s/ Russell Huffer ------------------ Russell Huffer President and Chief Executive Officer Date: January 12, 1999 /s/ Robert G. Barbieri ---------------------- Robert G. Barbieri Vice President Finance and Chief Financial Officer 13
EXHIBIT INDEX Exhibit - ------- Exhibit 10.1 Resignation Agreement between Apogee Enterprises, Inc. and James L. Martineau Exhibit 10.2 Apogee Enterprises, Inc. Officers' Supplemental Executive Retirement Plan Exhibit 10.3 Apogee Enterprises, Inc. Executive Supplemental Plan Exhibit 10.4 Amendment to Apogee Enterprises, Inc. Employment Agreement with Richard Gould Exhibit 27.1 Financial Data Schedule (EDGAR filing only). Exhibit 27.2 Restated Financial Data Schedule (EDGAR filing only). Exhibit 27.3 Restated Financial Data Schedule (EDGAR filing only). Exhibit 27.4 Restated Financial Data Schedule (EDGAR filing only). 14