NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1.
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Summary of Significant Accounting Policies and Related Data
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Basis of consolidation
The consolidated financial statements include the balances of Apogee Enterprises, Inc. and its subsidiaries (Apogee, we, us, our or the Company) after elimination of intercompany balances and transactions. We consolidate variable interest entities related to our New Market Tax Credit transactions as it has been determined that the Company is the primary beneficiary of those entities' operations (refer to Note 11 for more information).
Fiscal year
Our fiscal year ends on the Saturday closest to the last day of February, or as determined by the Board of Directors. Fiscal 2020, 2019 and 2018 each consisted of 52 weeks.
Accounting estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates.
Cash equivalents
Highly liquid investments with an original maturity of three months or less are included in cash equivalents and are stated at cost, which approximates fair value.
Marketable securities
Our marketable securities are classified as available for sale, and we test for other-than-temporary losses on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of a security may not be recoverable. We consider all unrealized losses to be temporary in nature. We intend to hold our securities until the full principal amount can be recovered, and we have the ability to do so based on other sources of liquidity. Marketable securities are included in other current and non-current assets on the consolidated balance sheets and gross realized gains and losses are included in interest and other expense in our consolidated results of operations.
Inventories
Inventories, which consist primarily of purchased glass and aluminum, are valued at lower of cost or market using the first-in, first-out (FIFO) method.
Property, plant and equipment
Property, plant and equipment (PP&E) is recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Repairs and maintenance are charged to expense as incurred. When an asset is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in selling, general and administrative expenses. Long-lived assets to be held and used, such as PP&E, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Depreciation is computed on a straight-line basis, based on estimated useful lives of 10 to 25 years for buildings and improvements; 3 to 10 years for machinery and equipment; and 3 to 7 years for office equipment and furniture.
Goodwill and intangible assets
Goodwill represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses. We evaluate goodwill for impairment annually at our year-end, or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may not be recoverable. Evaluating goodwill for impairment involves the determination of the fair value of each reporting unit in which goodwill is recorded using a qualitative or quantitative analysis. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. We identified that each of our nine business units represents a reporting unit for the goodwill impairment analysis. This year we elected to bypass the qualitative assessment process and to proceed directly to comparing the fair value of each of our reporting units to carrying value, including goodwill. If the fair value exceeds the carrying value, goodwill impairment is not indicated. We have followed a consistent discounted cash flow methodology to evaluate goodwill in all periods presented.
We base our determination of fair value on a discounted cash flow methodology that involves significant judgment and projections of future performance. Assumptions about future revenues and expenses, capital expenditures and changes in working capital are
based on the annual operating plan and long-term business plan for each reporting unit. These plans take into consideration numerous factors, including historical experience, anticipated future economic conditions and growth expectations for the industries and end markets in which we participate. The plans also take into consideration our assessment of risks inherent in the future cash flows of each business. The discount rate and long-term growth rate assumptions used in our determination of fair value are consistent across reporting units.
Intangible assets with indefinite useful lives are tested for impairment annually at our year-end, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value is measured using the relief-from-royalty method. This method assumes the trade name or mark has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue from the related asset, the appropriate royalty rate, and the weighted average cost of capital. The assessment of fair value involves significant judgment and projections about future performance.
Definite-lived intangible assets are amortized based on estimated useful lives ranging from 18 months to 20 years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The estimated useful lives of all intangible assets are reviewed annually, and we have determined that the remaining lives were appropriate.
Self-Insurance
We obtain commercial insurance to provide coverage for potential losses in areas such as employment practices, workers' compensation, directors and officers, automobile, architect's and engineer's errors and omissions, product rework and general liability. A substantial portion of this risk is retained on a self-insured basis through our wholly-owned insurance subsidiary. We establish a reserve for estimated ultimate losses on reported claims and those incurred but not yet reported utilizing actuarial projections. Reserves are classified within other current liabilities or long-term self-insurance reserves based on expectations of when the estimated loss will be paid.
Additionally, we maintain a self-insurance reserve for health insurance programs offered to eligible employees, included within accrued self-insurance reserves. The reserve includes an estimate for losses on reported claims as well as for amounts incurred but not yet reported, based on historical trends.
Warranty and project-related contingencies
We are subject to claims associated with our products and services, principally as a result of disputes with our customers involving the performance or aesthetics of our architectural products and services. We reserve estimated exposures on known claims, as well as on a portion of anticipated claims for product warranty and rework costs, based on historical product liability claims as a ratio of sales. We also reserve for estimated exposures on other claims as they are known and reasonably estimable. Reserves are included in other current and non-current liabilities based on the estimated timing of dispute resolution.
Foreign currency
Local currencies are considered the functional currencies for our subsidiaries outside of the United States. Assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date. Income and expense items are translated using average monthly exchange rates. Translation adjustments are included in accumulated other comprehensive loss in the consolidated balance sheets.
Derivatives and hedging activities
We periodically enter into forward purchase foreign currency contracts, generally with an original maturity date of less than one year, to hedge foreign currency exchange rate risk. We also have an interest rate swap to hedge exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility. All derivative instruments within the scope of ASC 815, Derivatives and Hedging, are recorded on the consolidated balance sheets at fair value. All hedging instruments that qualify for hedge accounting are designated and effective as hedges. Instruments that do not qualify for hedge accounting are marked to market with changes recognized in current earnings. Cash flows from derivative instruments are classified in the statements of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships.We do not hold or issue derivative financial instruments for trading purposes and are not a party to leveraged derivatives.
Revenue recognition
On March 4, 2018, we adopted ASC 606, Revenue from Contracts with Customers, and as a result, made updates to our significant accounting policy for revenue recognition. We generate revenue from the design, engineering and fabrication of architectural glass, curtainwall, window, storefront and entrance systems, and from installing those products on commercial buildings. We also
manufacture value-added glass and acrylic products. Due to the diverse nature of our operations and various types of contracts with customers, we have businesses that recognize revenue over time and businesses that recognize revenue at a point in time.
During fiscal 2020, approximately 44 percent of our total revenue is recognized at the time products are shipped from our manufacturing facilities, which is when control is transferred to our customer, consistent with past practices. These businesses do not generate contract-related assets or liabilities. Variable consideration associated with these contracts and orders, generally related to early pay discounts or volume rebates, is not considered significant.
We also have three businesses which operate under long-term, fixed-price contracts, representing approximately 31 percent of our total revenue in the current year. The contracts for these businesses have a single, bundled performance obligation, as these businesses generally provide interrelated products and services and integrate these products and services into a combined output specified by the customer. The customer obtains control of this combined output, generally integrated window systems or installed window and curtainwall systems, over time. We measure progress on these contracts following an input method, by comparing total costs incurred to-date to the total estimated costs for the contract, and record that proportion of the total contract price as revenue in the period. Contract costs include materials, labor and other direct costs related to contract performance. We believe this method of recognizing revenue is consistent with our progress in satisfying our contract obligations.
Due to the nature of the work required under these long-term contracts, the estimation of total revenue and costs incurred throughout a project is subject to many variables and requires significant judgment. It is common for these contracts to contain potential bonuses or penalties which are generally awarded or charged upon certain project milestones or cost or timing targets, and can be based on customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on our assessments of anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.
Long-term contracts are often modified to account for changes in contract specifications and requirements of work to be performed. We consider contract modifications to exist when the modification, generally through a change order, either creates new or changes existing enforceable rights and obligations, and we evaluate these types of modifications to determine whether they may be considered distinct performance obligations. In many cases, these contract modifications are for goods or services that are not distinct from the existing contract, due to the significant integration service provided in the context of the contract. Therefore, these modifications are accounted for as part of the existing contract. The effect of a contract modification on the transaction price and our measure of progress is recognized as an adjustment to revenue, generally on a cumulative catch-up basis.
Typically, under these fixed-price contracts, we bill our customers following an agreed-upon schedule based on work performed. Because the progress billings do not generally correspond to our measurement of revenue on a contract, we generate contract assets when we have recognized revenue in excess of the amount billed to the customer. We generate contract liabilities when we have billed the customer in excess of revenue recognized on a contract.
Finally, we have one business, making up approximately 25 percent of our total revenue in the current year, that recognizes revenue following an over-time output method based upon units produced. The customer is considered to have control over the products at the time of production, as the products are highly customized with no alternative use, and we have an enforceable right to payment for performance completed over the production period. We believe this over-time output method of recognizing revenue reasonably depicts the fulfillment of our performance obligations under our contracts. Prior to the adoption of ASC 606, this business recognized revenue at the time of shipment. Billings still occur upon shipment. Therefore, contract assets are generated for the unbilled amounts on contracts when production is complete. Variable consideration associated with these orders, generally related to early pay discounts, is not considered significant.
As outlined within the new accounting guidance, we elected several practical expedients in our transition to ASC 606:
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We have made an accounting policy election to account for shipping and handling activities that occur after control of the related goods transfers to the customer as fulfillment activities, instead of assessing such activities as performance obligations.
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We have made an accounting policy election to exclude from the transaction price all sales taxes related to revenue-producing transactions that are collected from the customer for a government authority.
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We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are included in selling, general and administrative expenses.
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We have not adjusted contract price for a significant financing component, as we expect the period between when our goods and services are transferred to the customer and when the customer pays for those goods and services to be less than a year.
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Revenue excludes sales taxes as the Company considers itself a pass-through conduit for collecting and remitting sales taxes.
Shipping and handling
Amounts billed to a customer in a sales transaction related to shipping and handling are reported as revenue. Costs incurred by the Company for shipping and handling are reported as cost of sales.
Research and development
Research and development costs are expensed as incurred and were $16.6 million, $19.5 million and $14.0 million for fiscal 2020, 2019 and 2018, respectively. Of these amounts, $8.0 million, $6.5 million and $1.5 million, respectively, were focused primarily upon design of custom window and curtainwall systems in accordance with customer specifications and are included in cost of sales. The remainder of the expense is included within selling, general and administrative expenses.
Advertising
Advertising costs are expensed as incurred within selling, general and administrative expenses, and were $1.4 million in fiscal 2020, $1.5 million in fiscal 2019 and $1.4 million in fiscal 2018.
Income taxes
The Company recognizes deferred tax assets and liabilities based upon the future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. See Note 14 for additional information regarding income taxes.
Subsequent events
We have evaluated subsequent events for potential recognition and disclosure through the date of this filing. Subsequent to the end of the year, we purchased 231,492 shares of stock under our authorized share repurchase program, at a total cost of $4.7 million.
Subsequent to the end of the year, the Company extended its $150 million term loan maturity from June 2020 to April 2021.
In March 2020, the World Health Organization declared a novel strain of coronavirus, COVID-19, a global pandemic. This contagious disease outbreak, which has continued to spread, and the related adverse public health developments, have adversely affected work forces, economies and financial markets globally. Quarantines and "stay in place" orders, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to our suppliers or our customers, will adversely impact our sales and operating results and has resulted in some project delays. In addition, the pandemic has resulted in an economic downturn that could affect the ability of our customers to obtain financing for projects and therefore impact demand for our products and services. Order lead times could be extended or delayed and pricing for needed materials could increase. Some products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing. Accordingly, we are considering alternative product sourcing in the event that product supply becomes problematic. In addition, the outbreak of COVID-19 could disrupt our operations due to absenteeism by infected or ill employees, or absenteeism by members of management and other employees who elect not to come to work due to the illness or due to quarantines.
To date, we have experienced some delays in projects due to COVID-19. While the construction and construction-related industries are considered an "essential service" in most jurisdictions in which we operate, site closures or project delays have occurred and increased social distancing and health-related precautions are required on many work sites, which may cause additional project delays and additional costs to be incurred. Within the LSO segment, we also experienced the temporary closure of many of our customer's retail locations and we temporarily shut down our factories in this segment to comply with government "stay in place" orders. We expect this global pandemic to have an impact on our revenue and our results of operations, the size and duration of which we are currently unable to predict. The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 will impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate severity and spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.
The evolving COVID-19 situation subsequent to our year-end is anticipated to impact our estimates of future credit losses on certain of our financial assets, including our trade receivables. To the extent that our customers are adversely impacted by the
coronavirus outbreak, this could impact their ability to pay their obligations on a timely basis, which could in turn materially impact our future estimate of credit losses and ultimate collectibility of our receivables.
Adoption of new accounting standards
In February 2016, the FASB issued ASU 2016-02, Leases, which provides for comprehensive changes to lease accounting. The standard requires that a lessee recognize a lease obligation liability and a right-to-use asset for virtually all leases of property, plant and equipment, subsequently amortized over the lease term.
We adopted this standard at the beginning of fiscal 2020, following the modified retrospective application approach and elected not to restate prior periods. Adoption of this standard resulted in reflecting a right-of-use asset and lease liability on our consolidated balance sheet in the first quarter of fiscal 2020 of approximately $50 million. In adopting the new standard, we elected the package of practical expedients, as well as the practical expedient not to separate nonlease components from lease components. Adoption of this standard did not have a significant impact on our consolidated results of operations, consolidated statements of cash flows, our liquidity, or on our debt covenant compliance under our current agreements. Refer to additional information in Note 9.
Accounting standards not yet adopted
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which revises guidance for the accounting for credit losses on financial instruments within its scope. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including accounts receivable, and modifies the impairment model for available-for-sale debt securities. This ASU is effective and has been adopted at the beginning of our fiscal year 2021. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are substantially complete with our implementation efforts, which have included identification and analysis of expected credit losses on our financial assets, primarily made up of trade receivables. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, consolidated balance sheets or on our consolidated statements of cash flows. We have begun to update existing internal controls and processes to support ongoing monitoring, accounting and disclosure under this new standard, but such changes were not deemed to be material to our overall system of internal controls.
2. Acquisitions
On June 12, 2017, we acquired 100 percent of the stock of EFCO Corporation, a privately-held U.S. manufacturer of architectural aluminum window, curtainwall, storefront and entrance systems for commercial construction projects, for approximately $190 million. Purchase accounting related to this acquisition was completed during the first quarter of fiscal 2019, with final purchase price allocation as follows:
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(In thousands)
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Net working capital
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$
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1,422
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Property, plant and equipment
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44,641
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Goodwill
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90,429
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Other intangible assets
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71,500
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Less: Long-term liabilities acquired, net
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17,643
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Net assets acquired
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$
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190,349
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Other intangible assets reflect the following:
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(In thousands)
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Estimated fair value
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Estimated useful life (in years)
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Customer relationships
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$
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34,800
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16
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Tradename
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32,400
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Indefinite
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Backlog
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4,300
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|
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1.5
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$
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71,500
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The following table provides certain unaudited pro forma consolidated information for the combined company for the fourth quarter and fiscal year 2018, as if the EFCO acquisition had been consummated pursuant to its same terms at the beginning of the fiscal year preceding the acquisition date.
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Three Months Ended
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Twelve Months Ended
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(In thousands, except per share data)
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March 3, 2018
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March 3, 2018
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Net sales
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$
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353,453
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$
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1,398,733
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Net earnings
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23,157
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81,653
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Earnings per share
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Basic
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0.82
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2.86
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Diluted
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0.81
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2.83
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Unaudited pro forma information has been provided for comparative purposes only and the information does not necessarily reflect what the combined results of operations actually would have been had the acquisition occurred at the beginning of fiscal year 2018.
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3.
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Revenue, Receivables and Contract Assets and Liabilities
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Revenue
The following table disaggregates total revenue by timing of recognition (see Note 16 for disclosure of revenue by segment):
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(In thousands)
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February 29, 2020
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March 2, 2019
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Recognized at shipment
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$
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610,049
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$
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623,357
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Recognized over time
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777,390
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779,280
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Total
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$
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1,387,439
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$
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1,402,637
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Receivables
Trade and construction accounts receivable consist of amounts billed and due from customers. The amounts due are stated at their estimated net realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. This allowance is based on an assessment of customer creditworthiness, historical payment experience and the age of outstanding receivables. 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.
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(In thousands)
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2020
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2019
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Trade accounts
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$
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141,126
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$
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145,693
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Construction contracts
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20,808
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19,050
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Contract retainage
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37,341
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32,396
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Total receivables
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199,275
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197,139
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Less: allowance for doubtful accounts
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(2,469
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)
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(4,372
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)
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Receivables, net
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$
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196,806
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$
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192,767
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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. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts. Retainage is classified within receivables and deferred revenue is classified within other current liabilities on our consolidated balance sheets.
The time period between when performance obligations are complete and when payment is due is not significant. In certain of our businesses that recognize revenue over time, progress billings follow an agreed-upon schedule of values, and retainage is withheld by the customer until the project reaches a level of completion where amounts are released.
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(In thousands)
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February 29, 2020
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March 2, 2019
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Contract assets
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$
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110,923
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|
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$
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87,491
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Contract liabilities
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35,954
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24,083
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The increase in contract assets was due to additional costs and earnings in excess of billings, which is driven by timing of projects. The change in contract liabilities is also due to timing of project activity from businesses that operate under long-term contracts.
Other contract-related disclosures
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(In thousands)
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February 29, 2020
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March 2, 2019
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Revenue recognized related to contract liabilities from prior year-end
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$
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23,221
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|
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$
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10,380
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Revenue recognized related to prior satisfaction of performance obligations
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15,641
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|
5,898
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Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that timeframe. Generally these contracts are in our businesses with long-term contracts which recognize revenue over time. As of February 29, 2020, the transaction price associated with unsatisfied performance obligations was approximately $987.4 million. The performance obligations are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:
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(In thousands)
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February 29, 2020
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Within one year
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$
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437,000
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Within two years
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394,500
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Beyond
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155,900
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Total
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$
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987,400
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4.
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Supplemental Balance Sheet Information
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Inventories
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|
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(In thousands)
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2020
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2019
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Raw materials
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$
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36,611
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|
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$
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43,890
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Work-in-process
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17,520
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|
|
15,533
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Finished goods
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16,958
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|
|
18,921
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Total inventories
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$
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71,089
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|
|
$
|
78,344
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Other current liabilities
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|
|
|
|
|
|
|
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(In thousands)
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|
2020
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2019
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Warranties
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|
$
|
12,822
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|
|
$
|
12,475
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Accrued project losses
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|
48,962
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|
|
37,085
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Income and other taxes
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|
5,952
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|
|
8,026
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|
Accrued self-insurance reserves
|
|
8,307
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|
|
9,537
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Other
|
|
42,271
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|
|
25,573
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Total other current liabilities
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|
$
|
118,314
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|
|
$
|
92,696
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|
Other non-current liabilities
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|
|
|
|
|
|
|
|
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(In thousands)
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|
2020
|
|
2019
|
Deferred benefit from New Markets Tax Credit transactions
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|
$
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15,717
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|
|
$
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26,458
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Retirement plan obligations
|
|
8,294
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|
|
7,633
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|
Deferred compensation plan
|
|
8,452
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|
|
10,408
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|
Other
|
|
24,399
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|
|
32,683
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|
Total other non-current liabilities
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|
$
|
56,862
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|
|
$
|
77,182
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|
Marketable Securities
Through our wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), we hold the following available-for-sale marketable securities, made up of municipal and corporate bonds:
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|
|
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|
|
|
|
|
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(In thousands)
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|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
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|
Estimated Fair Value
|
February 29, 2020
|
|
$
|
11,692
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|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
11,967
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|
March 2, 2019
|
|
12,481
|
|
|
59
|
|
|
108
|
|
|
12,432
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|
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, which are generally high-quality municipal and corporate bonds, for the purpose of providing collateral for Prism's obligations under the reinsurance agreements.
The amortized cost and estimated fair values of our municipal and corporate bonds at February 29, 2020, 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. Gross realized gains and losses were insignificant for all periods presented.
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|
|
|
|
|
|
|
|
(In thousands)
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|
Amortized Cost
|
|
Estimated Fair Value
|
Due within one year
|
|
$
|
807
|
|
|
$
|
809
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|
Due after one year through five years
|
|
6,825
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|
|
6,998
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|
Due after five years through 10 years
|
|
4,060
|
|
|
4,160
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|
Total
|
|
$
|
11,692
|
|
|
$
|
11,967
|
|
Derivative instruments
In August 2019, we entered into an interest rate swap to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility and term loan facility. As of February 29, 2020, the interest rate swap contract had a notional value of $70 million.
We periodically enter into forward purchase foreign currency cash flow hedge contracts, generally with an original maturity date of less than one year, to hedge foreign currency exchange rate risk. As of February 29, 2020, we held foreign exchange forward contracts with a U.S. dollar notional value of $28.1 million, with the objective of reducing the exposure to fluctuations in the Canadian dollar and the Euro.
These derivative instruments are recorded within our consolidated balance sheets within other current assets and liabilities. Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive income.
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 assets or liabilities.
Financial assets and liabilities measured at fair value on a recurring basis were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Other Observable Inputs (Level 2)
|
|
Total Fair Value
|
February 29, 2020
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Money market funds
|
|
$
|
2,689
|
|
|
$
|
—
|
|
|
$
|
2,689
|
|
Commercial paper
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
Municipal and corporate bonds
|
|
—
|
|
|
11,967
|
|
|
11,967
|
|
Liabilities:
|
|
|
|
|
|
|
Foreign currency forward/option contract
|
|
—
|
|
|
340
|
|
|
340
|
|
Interest rate swap contract
|
|
—
|
|
|
561
|
|
|
561
|
|
March 2, 2019
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Money market funds
|
|
$
|
2,015
|
|
|
$
|
—
|
|
|
$
|
2,015
|
|
Commercial paper
|
|
—
|
|
|
300
|
|
|
300
|
|
Municipal and corporate bonds
|
|
—
|
|
|
12,432
|
|
|
12,432
|
|
Liabilities:
|
|
|
|
|
|
|
Foreign currency forward/option contract
|
|
—
|
|
|
470
|
|
|
470
|
|
Money market funds and commercial paper
Fair value of money market funds was determined based on quoted prices for identical assets in active markets. Commercial paper was measured at fair value using inputs based on quoted prices for similar securities in active markets. These assets are included within cash and cash equivalents on our consolidated balance sheets.
Municipal and corporate bonds
Municipal bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our consolidated balance sheets as other current or other non-current assets based on maturity date.
Derivative instruments
The interest rate swap is measured at fair value using unobservable market inputs, based off of benchmark interest rates. Forward foreign exchange contracts are measured at fair value using unobservable market inputs, such as quotations on forward foreign exchange points and foreign currency exchange rates. Derivative positions are primarily valued using standard calculations and models that use as their basis readily observable market parameters. Industry standard data providers are our primary source for forward and spot rate information for both interest and currency rates.
Nonrecurring fair value measurements
Certain assets are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances. These include certain long-lived assets that are written down to estimated fair value when they are determined to be impaired, utilizing a valuation approach incorporating Level 3 inputs. See Note 7 for information regarding the impairment during fiscal 2019.
|
|
6.
|
Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Land
|
|
$
|
5,381
|
|
|
$
|
7,101
|
|
Buildings and improvements
|
|
210,171
|
|
|
196,057
|
|
Machinery and equipment
|
|
418,240
|
|
|
375,700
|
|
Office equipment and furniture
|
|
60,409
|
|
|
56,366
|
|
Construction in progress
|
|
17,496
|
|
|
40,846
|
|
Total property, plant and equipment
|
|
711,697
|
|
|
676,070
|
|
Less accumulated depreciation
|
|
(387,311
|
)
|
|
(360,247
|
)
|
Net property, plant and equipment
|
|
$
|
324,386
|
|
|
$
|
315,823
|
|
Depreciation expense was $36.1 million in 2020 and $37.1 million in each of fiscal 2019 and 2018.
|
|
7.
|
Goodwill and Other Intangible Assets
|
The carrying amount of goodwill attributable to each reporting segment was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Architectural Framing Systems
|
|
Architectural Glass
|
|
Architectural Services
|
|
Large-Scale
Optical
|
|
Total
|
Balance at March 3, 2018
|
|
$
|
143,308
|
|
|
$
|
25,971
|
|
|
$
|
1,120
|
|
|
$
|
10,557
|
|
|
$
|
180,956
|
|
Goodwill adjustments for purchase accounting
|
|
6,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,267
|
|
Foreign currency translation
|
|
(1,129
|
)
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
|
(1,391
|
)
|
Balance at March 2, 2019
|
|
148,446
|
|
|
25,709
|
|
|
1,120
|
|
|
10,557
|
|
|
185,832
|
|
Foreign currency translation
|
|
(263
|
)
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(316
|
)
|
Balance at February 29, 2020
|
|
$
|
148,183
|
|
|
$
|
25,656
|
|
|
$
|
1,120
|
|
|
$
|
10,557
|
|
|
$
|
185,516
|
|
No goodwill impairment has been recorded in any period presented.
The gross carrying amount of other intangible assets and related accumulated amortization was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Foreign
Currency
Translation
|
|
Net
|
February 29, 2020
|
|
|
|
|
|
|
|
|
|
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
120,239
|
|
|
$
|
(33,121
|
)
|
|
$
|
—
|
|
|
$
|
(592
|
)
|
|
$
|
86,526
|
|
Other intangibles
|
|
41,069
|
|
|
(32,516
|
)
|
|
—
|
|
|
(189
|
)
|
|
8,364
|
|
Total definite-lived intangible assets
|
|
161,308
|
|
|
(65,637
|
)
|
|
—
|
|
|
(781
|
)
|
|
94,890
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
45,421
|
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
45,301
|
|
Total intangible assets
|
|
$
|
206,729
|
|
|
$
|
(65,637
|
)
|
|
$
|
—
|
|
|
$
|
(901
|
)
|
|
$
|
140,191
|
|
March 2, 2019
|
|
|
|
|
|
|
|
|
|
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
122,816
|
|
|
$
|
(26,637
|
)
|
|
$
|
—
|
|
|
$
|
(2,578
|
)
|
|
$
|
93,601
|
|
Other intangibles
|
|
41,697
|
|
|
(31,634
|
)
|
|
—
|
|
|
(850
|
)
|
|
9,213
|
|
Total definite-lived intangible assets
|
|
164,513
|
|
|
(58,271
|
)
|
|
—
|
|
|
(3,428
|
)
|
|
102,814
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
49,078
|
|
|
—
|
|
|
(3,141
|
)
|
|
(516
|
)
|
|
45,421
|
|
Total intangible assets
|
|
$
|
213,591
|
|
|
$
|
(58,271
|
)
|
|
$
|
(3,141
|
)
|
|
$
|
(3,944
|
)
|
|
$
|
148,235
|
|
As a result of testing indefinite-lived intangible assets for impairment in fiscal 2019, the fair value of one of our tradenames, with a carrying value of $32.4 million, was below its carrying amount by $3.1 million and this impairment charge was recorded within
selling, general and administrative expenses. We continue to conclude that the useful life of our indefinite-lived intangible assets is appropriate.
Amortization expense on definite-lived intangible assets was $7.7 million, $12.7 million and $17.8 million in fiscal 2020, 2019 and 2018, respectively. Amortization expense is included within selling, general and administrative expenses for all intangible assets other than that of debt issuance costs, which is included in interest expense. Estimated future amortization expense for definite-lived intangible assets is:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
Estimated amortization expense
|
|
$
|
7,935
|
|
|
$
|
7,930
|
|
|
$
|
7,765
|
|
|
$
|
7,590
|
|
|
$
|
7,376
|
|
During the second quarter of fiscal 2020, we amended the borrowing capacity of our prior credit facility to $235 million with a maturity of June 2024 and we established a $150 million term loan with a maturity of June 2020. Subsequent to the end of the fiscal year, the Company extended its $150 million term loan maturity to April 2021. Outstanding borrowings under the revolving credit facility were $47.5 million, as of February 29, 2020 and $225.0 million as of March 2, 2019. Our revolving credit facility and term loan contain two financial covenants that require us to stay below a maximum debt-to-EBITDA ratio and maintain a minimum ratio of interest expense-to-EBITDA. Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis. If the Company is not in compliance with either of these covenants, our credit facility and term loan may be terminated and/or any amounts then outstanding may be declared immediately due and payable. At February 29, 2020, we were in compliance with both financial covenants. We have the ability to issue letters of credit of up to $80.0 million under this credit facility, the outstanding amounts of which decrease the available commitment. At February 29, 2020, $162.8 million was available under this revolving credit facility.
Debt at February 29, 2020 also included $20.4 million of industrial revenue bonds that mature in fiscal years 2021 through 2043. The fair value of the industrial revenue bonds approximated carrying value at February 29, 2020, due to the variable interest rates on these instruments. The bonds would be classified as Level 2 within the fair value hierarchy described in Note 5.
During the fourth quarter of fiscal 2020, we replaced our Canadian demand credit facilities with two committed, revolving credit facilities with a limit of up to $25.0 million (USD) with a maturity of February 2021. No borrowings were outstanding under the facilities in place as of February 29, 2020 or as of March 2, 2019.
Debt maturities and other selected information follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
|
Total
|
Maturities
|
|
$
|
5,400
|
|
|
$
|
152,000
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
47,500
|
|
|
$
|
12,000
|
|
|
$
|
217,900
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
|
2020
|
|
2019
|
Average daily borrowings during the year
|
|
$
|
241,036
|
|
|
$
|
207,358
|
|
Maximum borrowings outstanding during the year
|
|
282,000
|
|
|
249,000
|
|
Weighted average interest rate during the year
|
|
2.91
|
%
|
|
3.61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
February 29, 2020
|
|
March 2, 2019
|
|
March 3, 2018
|
Interest on debt
|
|
$
|
8,891
|
|
|
$
|
8,114
|
|
|
$
|
5,208
|
|
Other interest expense
|
|
326
|
|
|
335
|
|
|
300
|
|
Interest expense
|
|
$
|
9,217
|
|
|
$
|
8,449
|
|
|
$
|
5,508
|
|
Interest payments were $9.1 million in fiscal 2020, $8.1 million in fiscal 2019 and $5.3 million in fiscal 2018.
We lease certain of the buildings and equipment used in our operations. We determine if an arrangement contains a lease at inception. All of our lease arrangements are classified as operating leases. At the beginning of fiscal 2020, we adopted ASU 2016-20, Leases. We elected the package of practical expedients permitted under the transition guidance in adopting ASC 842, which among other things, allowed us to carry forward our historical lease classification. Operating lease assets and liabilities are
recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. Our leases have remaining lease terms of one to ten years, some of which include renewal options that can extend the lease for up to an additional ten years at our sole discretion. We have made an accounting policy election not to record leases with an original term of 12 months or less on our consolidated balance sheet and such leases are expensed on a straight-line basis over the lease term.
In determining lease asset value, we consider fixed or variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. We use a discount rate for each lease based upon an estimated incremental borrowing rate over a similar term. We have elected the practical expedient to account for lease and nonlease components (e.g., common-area maintenance costs) as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We are not a lessor in any transactions.
The components of lease expense were as follows:
|
|
|
|
|
|
(In thousands)
|
|
February 29, 2020
|
Operating lease cost
|
|
$
|
13,671
|
|
Short-term lease cost
|
|
2,121
|
|
Variable lease cost
|
|
2,969
|
|
Total lease cost
|
|
$
|
18,761
|
|
Other supplemental information related to leases for the year ended February 29, 2020 was as follows:
|
|
|
|
|
|
(In thousands)
|
|
February 29, 2020
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
13,614
|
|
Lease assets obtained in exchange for new operating lease liabilities
|
|
$
|
15,948
|
|
Weighted-average remaining lease term - operating leases
|
|
5.8 years
|
|
Weighted-average discount rate - operating leases
|
|
3.6
|
%
|
Future maturities of lease liabilities are as follows:
|
|
|
|
|
|
(In thousands)
|
|
February 29, 2020
|
Fiscal 2021
|
|
$
|
12,742
|
|
Fiscal 2022
|
|
11,037
|
|
Fiscal 2023
|
|
10,147
|
|
Fiscal 2024
|
|
8,151
|
|
Fiscal 2025
|
|
6,319
|
|
Thereafter
|
|
12,364
|
|
Total lease payments
|
|
60,760
|
|
Less: Amounts representing interest
|
|
(6,325
|
)
|
Present value of lease liabilities
|
|
$
|
54,435
|
|
As of February 29, 2020, we have $5.5 million additional future operating lease commitments for leases that have not yet commenced.
Aggregate annual future rental commitments under operating leases with noncancellable terms of more than one year at March 2, 2019 were reported under previous lease accounting standards as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
Total minimum payments
|
|
$
|
14,888
|
|
|
11,787
|
|
|
9,669
|
|
|
8,772
|
|
|
6,735
|
|
|
16,806
|
|
|
$
|
68,657
|
|
|
|
10.
|
Employee Benefit Plans
|
401(k) Retirement Plan
We sponsor a single 401(k) retirement plan covering substantially all full-time, non-union employees, as well as union employees at two of our manufacturing facilities. Under the plan, employees are allowed to contribute up to 60 percent of eligible earnings to the plan, up to statutory limits. We contributes a match of 100 percent of the first one percent contributed and 50 percent of the next five percent contributed on eligible compensation that non-union employees contribute and according to contract terms for union employees. The match was $9.0 million in fiscal 2020, $8.0 million in fiscal 2019 and $7.5 million in fiscal 2018.
Deferred Compensation Plan
We maintain a plan that allows participants to defer compensation. The deferred compensation liability was $14.0 million and $12.1 million at February 29, 2020 and March 2, 2019, respectively. We have investments in corporate-owned life insurance policies (COLI) of $16.6 million and money market funds (classified as cash equivalents) of $0.4 million with the intention of utilizing them as long-term funding sources for this plan. The COLI assets are recorded at their net cash surrender values and are included in other non-current assets in the consolidated balance sheet.
Plans under Collective Bargaining Agreements
We contribute to various multi-employer union retirement plans, which provide retirement benefits to the majority of our union employees; none of the plans are considered significant. The total contribution to these plans in fiscal 2020, 2019 and 2018 was $6.2 million, $4.9 million and $2.9 million, respectively.
Pension Plan
We sponsor the Tubelite Inc. Hourly Employees' Pension Plan, a defined-benefit pension plan that was frozen to new entrants in fiscal 2004, with no additional benefits accruing to plan participants after such time.
Officers' Supplemental Executive Retirement Plan (SERP)
We sponsor an unfunded SERP, a defined-benefit pension plan that was frozen to new entrants in fiscal 2009, with no additional benefits accruing to plan participants after such time.
Obligations and Funded Status of Defined-Benefit Pension Plans
The following tables present reconciliations of the benefit obligation of the defined-benefit pension plans and the funded status of the defined-benefit pension plans. The Tubelite plan uses a measurement date as of the calendar month-end closest to our fiscal year-end, while the SERP uses a measurement date aligned with our fiscal year-end.
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Change in projected benefit obligation
|
|
|
|
|
Benefit obligation beginning of period
|
|
$
|
13,310
|
|
|
$
|
13,834
|
|
Interest cost
|
|
492
|
|
|
506
|
|
Actuarial loss (gain)
|
|
1,567
|
|
|
(19
|
)
|
Benefits paid
|
|
(998
|
)
|
|
(1,011
|
)
|
Benefit obligation at measurement date
|
|
14,371
|
|
|
13,310
|
|
Change in plan assets
|
|
|
|
|
Fair value of plan assets beginning of period
|
|
$
|
5,330
|
|
|
$
|
4,169
|
|
Actual return on plan assets
|
|
1,002
|
|
|
97
|
|
Company contributions
|
|
652
|
|
|
2,075
|
|
Benefits paid
|
|
(998
|
)
|
|
(1,011
|
)
|
Fair value of plan assets at measurement date
|
|
5,986
|
|
|
5,330
|
|
Underfunded status
|
|
$
|
(8,385
|
)
|
|
$
|
(7,980
|
)
|
The funded status was recognized in the consolidated balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Other non-current assets
|
|
$
|
591
|
|
|
$
|
337
|
|
Current liabilities
|
|
(682
|
)
|
|
(684
|
)
|
Other non-current liabilities
|
|
(8,294
|
)
|
|
(7,633
|
)
|
Total
|
|
$
|
(8,385
|
)
|
|
$
|
(7,980
|
)
|
The following was included in accumulated other comprehensive loss and has not yet been recognized as a component of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Net actuarial loss
|
|
$
|
5,553
|
|
|
$
|
5,025
|
|
The amount recognized in comprehensive earnings, net of tax expense, was:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Net actuarial (loss) gain
|
|
$
|
(405
|
)
|
|
$
|
229
|
|
Components of the defined-benefit pension plans' net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Interest cost
|
|
$
|
492
|
|
|
$
|
506
|
|
|
$
|
531
|
|
Expected return on assets
|
|
(182
|
)
|
|
(40
|
)
|
|
(41
|
)
|
Amortization of unrecognized net loss
|
|
219
|
|
|
226
|
|
|
228
|
|
Net periodic benefit cost
|
|
$
|
529
|
|
|
$
|
692
|
|
|
$
|
718
|
|
Total net periodic pension benefit cost is expected to be approximately $0.5 million in fiscal 2021. The estimated net actuarial gain for the defined-benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost for fiscal 2021 is $0.3 million, net of tax expense.
Additional Information
Assumptions
|
|
|
|
|
|
|
|
|
|
|
Benefit Obligation Weighted-Average Assumptions
|
|
2020
|
|
2019
|
|
2018
|
Discount rate
|
|
3.80
|
%
|
|
3.80
|
%
|
|
3.80
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Expense Weighted-Average Assumptions
|
|
2020
|
|
2019
|
|
2018
|
Discount rate
|
|
2.50
|
%
|
|
3.85
|
%
|
|
3.80
|
%
|
Expected long-term rate of return on assets
|
|
4.50
|
%
|
|
4.50
|
%
|
|
2.00
|
%
|
Discount rate. The discount rate reflects the current rate at which the defined-benefit plans' pension liabilities could be effectively settled at the end of the year based on the measurement date. The discount rate was determined by matching the expected benefit payments to payments from the Principal Discount Yield Curve. There are no known or anticipated changes in the discount rate assumption that will have a significant impact on pension expense in fiscal 2021.
Expected return on assets. To develop the expected long-term rate of return on assets, we considered historical long-term rates of return achieved by the plan investments, the plan's investment strategy, and current and projected market conditions. During fiscal 2019, the assets of the Tubelite plan were moved from investment in a short-term bond fund to various duration fixed income funds. The investments are carried at fair value based on prices from recent trades of similar securities, which would be classified as Level 2 in the valuation hierarchy. We do not maintain assets intended for the future use of the SERP.
Contributions
Company contributions to the plans for fiscal 2020 were $0.7 million and for fiscal 2019 were $2.1 million, which equaled or exceeded the minimum funding requirements.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, are expected to be paid by the plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
2026-2030
|
Estimated future benefit payments
|
|
$
|
1,052
|
|
|
$
|
1,012
|
|
|
$
|
979
|
|
|
$
|
955
|
|
|
$
|
921
|
|
|
$
|
4,260
|
|
11. Commitments and Contingent Liabilities
Bond commitments
In the ordinary course of business, predominantly in the 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 February 29, 2020, $913.9 million of these types of bonds were outstanding, of which, $487.5 million is on our backlog. These bonds do not have stated expiration dates, as we are released from the bonds upon completion of the 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 costs 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 the warranty accrual in any given period include the following: changes in manufacturing quality, changes in product mix and any significant changes in sales volume. A warranty rollforward follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Balance at beginning of period
|
|
$
|
16,737
|
|
|
$
|
22,517
|
|
Additional accruals
|
|
8,224
|
|
|
5,552
|
|
Claims paid
|
|
(9,332
|
)
|
|
(11,332
|
)
|
Balance at end of period
|
|
$
|
15,629
|
|
|
$
|
16,737
|
|
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 certain of our Architectural Framing Systems businesses. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages. The liability for these types of project-related contingencies was $49.0 million and $42.1 million as of February 29, 2020 and March 2, 2019, respectively. During fiscal 2020, we received $15.0 million of insurance proceeds related to a project matter, which was included within cost of sales on our consolidated results of operations.
Letters of credit
At February 29, 2020, we had $24.7 million of ongoing letters of credit, all of which have been issued under our revolving credit facility, as discussed in Note 8.
Purchase obligations
Purchase obligations for raw material commitments and capital expenditures totaled $170.4 million as of February 29, 2020.
Environmental liability
In fiscal 2008, we acquired one manufacturing facility which has certain historical environmental conditions. Remediation of these conditions is ongoing without significant disruption to our operations. The estimated remaining liability for these remediation activities was $0.7 million and $1.2 million at February 29, 2020 and March 2, 2019, respectively.
New Markets Tax Credit (NMTC) transactions
We have entered into four separate NMTC programs to support our operational expansion, including two transactions completed in fiscal 2019. Proceeds received from investors on these transactions are included within other current and non-current liabilities on 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. Therefore, 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 and non-current assets on 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, we are required to hold cash dedicated to fund each capital project which is classified as restricted cash on our consolidated balance sheets. Variable-interest entities, which have been included within our consolidated financial statements, have been created as a result of the structure of these transactions, as investors in the programs do not have a material interest in their underlying economics.
The table below provides a summary of our outstanding NMTC transactions (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception date
|
|
Termination date
|
|
Proceeds received
|
|
Deferred costs
|
|
Net benefit
|
November 2013
|
|
November 2020
|
|
$
|
10.7
|
|
|
$
|
3.3
|
|
|
$
|
7.4
|
|
June 2016
|
|
May 2023
|
|
6.0
|
|
|
1.2
|
|
|
4.8
|
|
August 2018
|
|
July 2025
|
|
6.6
|
|
|
1.3
|
|
|
5.3
|
|
September 2018
|
|
August 2025
|
|
3.2
|
|
|
1.0
|
|
|
2.2
|
|
Total
|
|
|
|
$
|
26.5
|
|
|
$
|
6.8
|
|
|
$
|
19.7
|
|
Litigation
On November 5, 2018, a shareholder filed a purported securities class action against the Company and certain named executive officers. On April 26, 2019, the new lead plaintiff filed an amended complaint, alleging that, during the purported class period of May 1, 2017 to April 10, 2019, the Company and the named executive officers made materially false or misleading statements or omissions about the Company's acquisition of EFCO Corporation on June 12, 2017, and about the Company's Architectural Glass business segment, in violation of the federal securities laws. On March 25, 2020, the District Court granted the Company's motion to dismiss without prejudice this matter.
On December 17, 2018, a different shareholder filed a derivative lawsuit, purportedly on behalf of the Company, against certain of our executive officers and directors claiming breaches of fiduciary duty, waste of corporate assets and unjust enrichment. This complaint alleges that the officers and directors allegedly made materially false or misleading statements or omissions about the Company's business, operations and prospects, particularly with respect to our Architectural Glass business segment, during the period between June 28, 2018 and September 17, 2018. This matter has been stayed, pending resolution of a motion to dismiss the foregoing matter. We intend to vigorously defend this matter.
In addition to the foregoing, 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. 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.
A class of 200,000 shares of junior preferred stock with a par value of $1.00 is authorized, but unissued.
Share Repurchases
During fiscal 2004, the Board of Directors authorized a share repurchase program, with subsequent increases in authorization, including an increase in authorization by 1,000,000 shares in fiscal 2020. We repurchased 686,997 shares under the program during fiscal 2020, for a total cost of $25.1 million. We repurchased 1,257,983 shares under the program, for a total cost of $43.3 million, in fiscal 2019, and 702,299 shares under the program, for a total cost of $33.7 million, in fiscal 2018. The Company has repurchased a total of 5,954,912 shares, at a total cost of $174.4 million, since the inception of this program. We have remaining authority to repurchase 2,295,088 shares under this program, which has no expiration date.
In addition to the shares repurchased under this repurchase plan, during fiscal 2020, 2019 and 2018, the Company also withheld $2.3 million, $2.0 million and $3.0 million, respectively, of Company stock from employees in order to satisfy stock-for-stock option exercises or tax obligations related to stock-based compensation, pursuant to terms of board and shareholder-approved compensation plans.
Accumulated Other Comprehensive Loss
The following summarizes the accumulated other comprehensive loss, net of tax, at February 29, 2020 and March 2, 2019:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Net unrealized gain (loss) on marketable securities
|
|
$
|
222
|
|
|
$
|
(35
|
)
|
Foreign currency hedge
|
|
(832
|
)
|
|
(409
|
)
|
Pension liability adjustments
|
|
(4,257
|
)
|
|
(3,852
|
)
|
Foreign currency translation adjustments
|
|
(29,195
|
)
|
|
(27,831
|
)
|
Total accumulated other comprehensive loss
|
|
$
|
(34,062
|
)
|
|
$
|
(32,127
|
)
|
|
|
13.
|
Share-Based Compensation
|
We have a 2019 Stock Incentive Plan and a 2019 Non-Employee Director Stock Plan (the Plans) that provide for the issuance of 1,150,000 and 150,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors. We also have a 2009 Stock Incentive Plan and 2009 Non-Employee Director Stock Incentive Plan with shares reserved for issuance for outstanding unvested awards. Awards under these Plans may be in the form of incentive stock options (to employees only), nonstatutory options, stock-settled stock appreciation rights (SARs), or nonvested share awards and units, 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. No additional awards can be made under the 2009 Stock Incentive Plan or the 2009 Non-Employee Director Stock Incentive Plan. Nonvested share awards and units generally vest over a two, three or four-year period.
Total stock-based compensation expense under all Plans included in the results of operations was $6.6 million for fiscal 2020, $6.3 million for fiscal 2019 and $6.2 million for 2018. We elect to account for any forfeitures as they occur.
Stock Options and SARs
There were no stock options or SARs issued in any fiscal year presented, nor was there any activity during the current fiscal year, summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate
Intrinsic Value at Year-End
|
Outstanding at March 2, 2019
|
|
100,341
|
|
|
$
|
8.34
|
|
|
|
|
|
Awards exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
Outstanding and exercisable at February 29, 2020
|
|
100,341
|
|
|
$
|
8.34
|
|
|
1.5 Years
|
|
$
|
2,192,451
|
|
Cash proceeds from the exercise of stock options were $0.2 million and $0.8 million for fiscal 2019 and 2018, respectively. The aggregate intrinsic value of securities exercised (the amount by which the stock price on the date of exercise exceeded the stock price of the award on the date of grant) was $0.6 million and $4.8 million in fiscal 2019 and 2018, respectively.
Nonvested Share Awards and Units
The following table summarizes nonvested share activity for fiscal 2020:
|
|
|
|
|
|
|
|
|
|
|
Number of Shares and Units
|
|
Weighted Average Grant Date Fair Value
|
March 2, 2019
|
|
286,613
|
|
|
$
|
47.00
|
|
Granted
|
|
196,453
|
|
|
37.14
|
|
Vested
|
|
(151,973
|
)
|
|
48.02
|
|
Canceled
|
|
(21,834
|
)
|
|
42.43
|
|
February 29, 2020
|
|
309,259
|
|
|
$
|
40.58
|
|
At February 29, 2020, there was $7.3 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 22 months. The total fair value of shares vested during fiscal 2020 was $5.8 million.
Earnings before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
United States
|
|
$
|
97,297
|
|
|
$
|
60,042
|
|
|
$
|
111,980
|
|
International
|
|
(17,547
|
)
|
|
(1,380
|
)
|
|
(2,100
|
)
|
Earnings before income taxes
|
|
$
|
79,750
|
|
|
$
|
58,662
|
|
|
$
|
109,880
|
|
The components of income tax expense (benefit) for each of the last three fiscal years was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Current
|
|
|
|
|
|
|
Federal
|
|
$
|
8,493
|
|
|
$
|
22,746
|
|
|
$
|
22,074
|
|
State and local
|
|
2,064
|
|
|
(4,437
|
)
|
|
3,106
|
|
International
|
|
(2,720
|
)
|
|
(459
|
)
|
|
1,578
|
|
Total current
|
|
7,837
|
|
|
17,850
|
|
|
26,758
|
|
Deferred
|
|
|
|
|
|
|
Federal
|
|
9,513
|
|
|
(12,409
|
)
|
|
4,049
|
|
State and local
|
|
2,152
|
|
|
6,275
|
|
|
351
|
|
International
|
|
(1,202
|
)
|
|
628
|
|
|
(1,205
|
)
|
Total deferred
|
|
10,463
|
|
|
(5,506
|
)
|
|
3,195
|
|
Total non-current tax (benefit) expense
|
|
(464
|
)
|
|
624
|
|
|
439
|
|
Total income tax expense
|
|
$
|
17,836
|
|
|
$
|
12,968
|
|
|
$
|
30,392
|
|
Income tax payments, net of refunds, were $17.8 million, $16.5 million and $25.7 million in fiscal 2020, 2019 and 2018, respectively.
The following table provides a reconciliation of the statutory federal income tax rate to our consolidated effective tax rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
Statutory federal income tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
32.7
|
%
|
Tax rate change revaluation
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
Manufacturing deduction
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
State and local income taxes, net of federal tax benefit
|
|
4.0
|
|
|
2.7
|
|
|
1.8
|
|
Foreign tax rate differential
|
|
(0.3
|
)
|
|
0.8
|
|
|
(0.7
|
)
|
Tax credits - research & development
|
|
(1.6
|
)
|
|
(2.7
|
)
|
|
(0.9
|
)
|
Other, net
|
|
(0.7
|
)
|
|
0.3
|
|
|
0.7
|
|
Consolidated effective income tax rate
|
|
22.4
|
%
|
|
22.1
|
%
|
|
27.7
|
%
|
The estimated effective tax rate for fiscal 2019 declined 5.6 percentage points from fiscal 2018 primarily due to the reduced Federal rate under the U.S. Tax Cuts and Jobs Act ("the Act"), which was enacted in December 2017.
Deferred tax assets and deferred tax liabilities at February 29, 2020 and March 2, 2019 were:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
Deferred tax assets
|
|
|
|
|
Accrued expenses
|
|
$
|
15,832
|
|
|
$
|
13,530
|
|
Deferred compensation
|
|
7,934
|
|
|
9,007
|
|
Liability for unrecognized tax benefits
|
|
1,941
|
|
|
2,547
|
|
Unearned income
|
|
5,238
|
|
|
4,557
|
|
Operating lease liabilities
|
|
6,640
|
|
|
—
|
|
Net operating losses and tax credits
|
|
11,093
|
|
|
9,913
|
|
Other
|
|
1,502
|
|
|
1,550
|
|
Total deferred tax assets
|
|
50,180
|
|
|
41,104
|
|
Less: valuation allowance
|
|
(8,727
|
)
|
|
(8,546
|
)
|
Deferred tax assets, net of valuation allowance
|
|
41,453
|
|
|
32,558
|
|
Deferred tax liabilities
|
|
|
|
|
Goodwill and other intangibles
|
|
8,166
|
|
|
5,151
|
|
Depreciation
|
|
32,296
|
|
|
24,289
|
|
Operating lease, right-of-use assets
|
|
6,666
|
|
|
—
|
|
Total deferred tax liabilities
|
|
47,128
|
|
|
29,440
|
|
Net deferred tax (liabilities) assets
|
|
$
|
(5,675
|
)
|
|
$
|
3,118
|
|
The Company has U.S. federal tax credits as well as state net operating loss carryforwards with a tax effect of $11.1 million. A valuation allowance of $8.7 million has been established for these net operating loss carryforwards due to the uncertainty of the use of the tax benefits in future periods.
The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions, Canada, Brazil and other international jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years prior to fiscal 2017, or state and local income tax examinations for years prior to fiscal 2013. The Company is not currently under U.S. federal examination for years subsequent to fiscal year 2016, and there is very limited audit activity of the Company’s income tax returns in U.S. state jurisdictions or international jurisdictions.
The Company considers the earnings of its non-U.S. subsidiaries to be indefinitely invested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and specific plans for reinvestment of those subsidiary earnings. Should the Company decide to repatriate the foreign earnings, it would need to adjust the income tax provision in the period it was determined that the earnings will no longer be indefinitely invested outside the U.S.
If we were to prevail on all unrecognized tax benefits recorded, $2.6 million, $3.1 million and $2.4 million for fiscal 2020, 2019 and 2018, respectively, would benefit the effective tax rate. Also included in the balance of unrecognized tax benefits for fiscal 2020, 2019 and 2018, are $1.5 million, $2.0 million and $2.3 million, respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes.
Penalties and interest related to unrecognized tax benefits are recorded in income tax expense. For fiscal 2020 and 2019, we accrued penalties and interest related to unrecognized tax benefits of $0.3 million. For fiscal 2018, the accrual was $0.4 million.
The following table provides a reconciliation of the total amounts of gross unrecognized tax benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Gross unrecognized tax benefits at beginning of year
|
|
$
|
5,111
|
|
|
$
|
4,705
|
|
|
$
|
4,075
|
|
Gross increases in tax positions for prior years
|
|
82
|
|
|
500
|
|
|
614
|
|
Gross decreases in tax positions for prior years
|
|
(1,100
|
)
|
|
(377
|
)
|
|
(122
|
)
|
Gross increases based on tax positions related to the current year
|
|
425
|
|
|
1,067
|
|
|
639
|
|
Settlements
|
|
(15
|
)
|
|
(303
|
)
|
|
—
|
|
Statute of limitations expiration
|
|
(432
|
)
|
|
(481
|
)
|
|
(519
|
)
|
Revaluation impact
|
|
—
|
|
|
—
|
|
|
18
|
|
Gross unrecognized tax benefits at end of year
|
|
$
|
4,071
|
|
|
$
|
5,111
|
|
|
$
|
4,705
|
|
The total liability for unrecognized tax benefits is expected to decrease by approximately $0.4 million during fiscal 2021 due to lapsing of statutes.
Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding, including the dilutive effects of stock options, SARs and nonvested shares. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Basic earnings per share - weighted average common shares outstanding
|
|
26,474
|
|
|
27,802
|
|
|
28,534
|
|
Weighted average effect of nonvested share grants and assumed exercise of stock options
|
|
255
|
|
|
280
|
|
|
270
|
|
Diluted earnings per share - weighted average common shares and potential common shares outstanding
|
|
26,729
|
|
|
28,082
|
|
|
28,804
|
|
Stock awards excluded from the calculation of earnings per share because the award price was greater than the average market price of the common shares
|
|
99
|
|
|
134
|
|
|
141
|
|
16.Business Segment Data
We have four reporting segments:
|
|
•
|
The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems comprising the outside skin and entrances of commercial, institutional and high-end multi-family residential buildings. We have aggregated six operating segments into this reporting segment based on their similar products, customers, distribution methods, production processes and economic characteristics.
|
|
|
•
|
The Architectural Glass segment fabricates coated, high-performance glass used globally in customized window and wall systems comprising the outside skin of commercial, institutional and high-end multi-family residential buildings.
|
|
|
•
|
The Architectural Services segment provides full-service installation of the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings.
|
|
|
•
|
The Large-Scale Optical Technologies (LSO) segment manufactures value-added glass and acrylic products for framing and display applications.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Net Sales
|
|
|
|
|
|
|
Architectural Framing Systems
|
|
$
|
686,596
|
|
|
$
|
720,829
|
|
|
$
|
677,198
|
|
Architectural Glass
|
|
387,191
|
|
|
367,203
|
|
|
384,137
|
|
Architectural Services
|
|
269,140
|
|
|
286,314
|
|
|
213,757
|
|
Large-Scale Optical
|
|
87,911
|
|
|
88,493
|
|
|
88,303
|
|
Intersegment elimination
|
|
(43,399
|
)
|
|
(60,202
|
)
|
|
(37,222
|
)
|
Total
|
|
$
|
1,387,439
|
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
Architectural Framing Systems
|
|
$
|
36,110
|
|
|
$
|
49,660
|
|
|
$
|
59,031
|
|
Architectural Glass
|
|
20,760
|
|
|
16,503
|
|
|
32,764
|
|
Architectural Services
|
|
23,582
|
|
|
30,509
|
|
|
10,420
|
|
Large-Scale Optical
|
|
22,642
|
|
|
23,003
|
|
|
22,000
|
|
Corporate and other
|
|
(15,246
|
)
|
|
(52,391
|
)
|
|
(9,931
|
)
|
Total
|
|
$
|
87,848
|
|
|
$
|
67,284
|
|
|
$
|
114,284
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
Architectural Framing Systems
|
|
$
|
25,432
|
|
|
$
|
28,937
|
|
|
$
|
31,764
|
|
Architectural Glass
|
|
13,570
|
|
|
13,009
|
|
|
14,525
|
|
Architectural Services
|
|
1,305
|
|
|
1,234
|
|
|
1,325
|
|
Large-Scale Optical
|
|
3,256
|
|
|
3,692
|
|
|
4,556
|
|
Corporate and other
|
|
3,232
|
|
|
2,926
|
|
|
2,673
|
|
Total
|
|
$
|
46,795
|
|
|
$
|
49,798
|
|
|
$
|
54,843
|
|
Capital Expenditures
|
|
|
|
|
|
|
Architectural Framing Systems
|
|
$
|
22,744
|
|
|
$
|
19,098
|
|
|
$
|
15,273
|
|
Architectural Glass
|
|
19,862
|
|
|
27,722
|
|
|
26,228
|
|
Architectural Services
|
|
1,749
|
|
|
1,433
|
|
|
2,510
|
|
Large-Scale Optical
|
|
3,153
|
|
|
6,989
|
|
|
3,307
|
|
Corporate and other
|
|
3,920
|
|
|
5,475
|
|
|
5,878
|
|
Total
|
|
$
|
51,428
|
|
|
$
|
60,717
|
|
|
$
|
53,196
|
|
Identifiable Assets
|
|
|
|
|
|
|
Architectural Framing Systems
|
|
$
|
604,870
|
|
|
$
|
617,001
|
|
|
$
|
618,455
|
|
Architectural Glass
|
|
291,104
|
|
|
281,817
|
|
|
250,407
|
|
Architectural Services
|
|
107,538
|
|
|
59,227
|
|
|
53,424
|
|
Large-Scale Optical
|
|
62,831
|
|
|
61,031
|
|
|
58,523
|
|
Corporate and other
|
|
62,648
|
|
|
49,092
|
|
|
41,511
|
|
Total
|
|
$
|
1,128,991
|
|
|
$
|
1,068,168
|
|
|
$
|
1,022,320
|
|
Due to the varying combinations and integration of individual window, storefront and curtainwall systems, the Company has determined that it is impractical to report product revenues generated by class of product beyond the segment revenues currently reported.
Segment operating income is equal to net sales less cost of sales and operating expenses. Operating income does not include interest expense or a provision for income taxes. Corporate and other includes miscellaneous corporate activity, including certain legal, consulting and advisory costs not allocable to our segments. Corporate and other also includes $16.7 million in fiscal 2020 and $40.9 million in fiscal 2019, of project-related charges on acquired contracts, as well as $15.0 million of insurance proceeds related to a project matter in fiscal 2020. Identifiable assets for Corporate and other include all short- and long-term available-for-sale securities.
The following table presents net sales, based on the location in which the sale originated, and long-lived assets, representing property, plant and equipment, net of related depreciation, by geographic region.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Net Sales
|
|
|
|
|
|
|
United States
|
|
$
|
1,254,311
|
|
|
$
|
1,259,319
|
|
|
$
|
1,187,922
|
|
Canada
|
|
120,498
|
|
|
128,735
|
|
|
122,981
|
|
Brazil
|
|
12,630
|
|
|
14,583
|
|
|
15,270
|
|
Total
|
|
$
|
1,387,439
|
|
|
$
|
1,402,637
|
|
|
$
|
1,326,173
|
|
Long-Lived Assets
|
|
|
|
|
|
|
United States
|
|
$
|
307,782
|
|
|
$
|
297,072
|
|
|
$
|
283,432
|
|
Canada
|
|
11,130
|
|
|
12,563
|
|
|
13,384
|
|
Brazil
|
|
5,474
|
|
|
6,188
|
|
|
7,247
|
|
Total
|
|
$
|
324,386
|
|
|
$
|
315,823
|
|
|
$
|
304,063
|
|
Apogee's export net sales from U.S. operations were $54.7 million, $56.3 million, and $49.1 million in fiscal 2020, 2019, and 2018, respectively, representing approximately 4 percent of consolidated net sales in each of these fiscal years.
|
|
17.
|
Quarterly Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
(In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
2020
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
355,365
|
|
|
$
|
357,058
|
|
|
$
|
337,916
|
|
|
$
|
337,100
|
|
|
$
|
1,387,439
|
|
Gross profit
|
|
80,967
|
|
|
86,207
|
|
|
74,310
|
|
|
77,475
|
|
|
318,959
|
|
Net earnings
|
|
15,443
|
|
|
19,279
|
|
|
15,234
|
|
|
11,958
|
|
|
61,914
|
|
Earnings per share - basic
|
|
0.58
|
|
|
0.73
|
|
|
0.58
|
|
|
0.45
|
|
|
2.34
|
|
Earnings per share - diluted
|
|
0.58
|
|
|
0.72
|
|
|
0.57
|
|
|
0.45
|
|
|
2.32
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
336,531
|
|
|
$
|
362,133
|
|
|
$
|
357,718
|
|
|
$
|
346,255
|
|
|
$
|
1,402,637
|
|
Gross profit
|
|
80,730
|
|
|
84,466
|
|
|
84,090
|
|
|
44,279
|
|
|
293,565
|
|
Net earnings (loss)
|
|
15,373
|
|
|
20,513
|
|
|
21,891
|
|
|
(12,083
|
)
|
(1)
|
45,694
|
|
Earnings (loss) per share - basic
|
|
0.55
|
|
|
0.73
|
|
|
0.79
|
|
|
(0.45
|
)
|
|
1.64
|
|
Earnings (loss) per share - diluted
|
|
0.54
|
|
|
0.72
|
|
|
0.78
|
|
|
(0.45
|
)
|
|
1.63
|
|
Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding, and all other quarterly amounts may not equal the total year due to rounding.
(1) Fiscal 2019 fourth quarter net loss includes $42.6 million of project-related charges on contracts that were acquired with the purchase of EFCO.