UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November 26, 2016~~December 2, 2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-6365

_________________________________

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)



Minnesota		41-0919654
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4400 West 78^th Street – Suite 520, Minneapolis, MN		55435
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (952) 835-1874

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________________________

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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer” and~~filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of January ~~4, 2017, 28,646,308~~10, 2018, 28,417,366 shares of the registrant’s common stock, par value $0.33 1/3 per share, were outstanding.

Table of Contents

APOGEE ENTERPRISES, INC. AND SUBSIDIARIES

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except stock data) November 26,
2016 February 27,
2016
Assets
Current assets
Cash and cash equivalents $ 51,599
$ 60,470
Short-term available for sale securities 30,635
30,173
Restricted cash 14,884
—
Receivables, net of allowance for doubtful accounts 188,442
172,832
Inventories 73,161
63,386
Deferred tax assets —
1,820
Other current assets 6,770
8,112
Total current assets 365,491
336,793
Property, plant and equipment, net 229,556
202,462
Available for sale securities 10,962
12,519
Deferred tax assets 395
—
Goodwill 74,308
73,996
Intangible assets 19,460
19,862
Other non-current assets 17,073
11,808
Total assets $ 717,245
$ 657,440
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable $ 65,087
$ 64,762
Accrued payroll and related benefits 42,132
39,946
Accrued self-insurance reserves 8,581
7,818
Other current liabilities 32,369
29,339
Billings in excess of costs and earnings on uncompleted contracts 36,786
31,890
Accrued income taxes 3,439
3,626
Total current liabilities 188,394
177,381
Long-term debt 20,400
20,400
Long-term self-insurance reserves 8,008
7,137
Deferred tax liabilities —
4,972
Other non-current liabilities 48,266
41,355
Commitments and contingent liabilities (Note 13)

Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,646,488 and 28,683,948, respectively 9,549
9,561
Additional paid-in capital 148,379
145,528
Retained earnings 323,070
282,477
Common stock held in trust (863 ) (837 )
Deferred compensation obligations 863
837
Accumulated other comprehensive loss (28,821 ) (31,371 )
Total shareholders’ equity 452,177
406,195
Total liabilities and shareholders’ equity $ 717,245
$ 657,440

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~CONSOLIDATED RESULTS OF OPERATIONS~~

~~(unaudited)~~

Three Months Ended Nine Months Ended
(In thousands, except per share data) November 26,
2016 November 28,
2015 November 26,
2016 November 28,
2015
Net sales $ 274,072
$ 238,324
$ 800,407
$ 719,040
Cost of sales 201,204
175,898
590,581
544,326
Gross profit 72,868
62,426
209,826
174,714
Selling, general and administrative expenses 39,609
34,568
117,269
106,209
Operating income 33,259
27,858
92,557
68,505
Interest income 271
258
799
762
Interest expense 150
159
495
477
Other (expense) income, net (158 ) (75 ) 350
(120 )
Earnings before income taxes 33,222
27,882
93,211
68,670
Income tax expense 10,670
9,361
30,540
23,264
Net earnings $ 22,552
$ 18,521
$ 62,671
$ 45,406

Earnings per share - basic $ 0.78
$ 0.64
$ 2.18
$ 1.56
Earnings per share - diluted $ 0.78
$ 0.63
$ 2.17
$ 1.54
Weighted average basic shares outstanding 28,828
29,181
28,807
29,137
Weighted average diluted shares outstanding 28,892
29,466
28,913
29,479



(In thousands, except stock data)	December 2, 2017			March 4, 2017
Assets
Current assets
Cash and cash equivalents	$	12,845		$	19,463
Short-term available for sale securities	482			548
Restricted cash	—			7,834
Receivables, net of allowance for doubtful accounts	246,863			185,740
Inventories	98,062			73,409
Refundable income taxes	—			1,743
Other current assets	16,536			8,724
Total current assets	374,788			297,461
Property, plant and equipment, net	302,904			246,748
Available for sale securities	9,766			9,041
Deferred tax assets	6,128			4,025
Goodwill	152,881			101,334
Intangible assets	173,856			106,686
Other non-current assets	23,445			19,363
Total assets	$	1,043,768		$	784,658
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	62,655		$	63,182
Accrued payroll and related benefits	33,769			51,244
Accrued self-insurance reserves	8,834			8,575
Other current liabilities	60,923			34,200
Billings in excess of costs and earnings on uncompleted contracts	38,830			28,857
Accrued income taxes	4,520			—
Total current liabilities	209,531			186,058
Long-term debt	231,276			65,400
Unrecognized tax benefits	4,837			3,980
Long-term self-insurance reserves	17,038			8,831
Deferred tax liabilities	2,910			4,025
Other non-current liabilities	59,481			45,787
Commitments and contingent liabilities (Note 14)
Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,641,445 and 28,680,841 respectively	9,547			9,560
Additional paid-in capital	154,357			150,111
Retained earnings	375,280			341,996
Common stock held in trust	(908		)	(875		)
Deferred compensation obligations	908			875
Accumulated other comprehensive loss	(20,489		)	(31,090		)
Total shareholders’ equity	518,695			470,577
Total liabilities and shareholders’ equity	$	1,043,768		$	784,658

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED ~~STATEMENTS~~RESULTS OF ~~COMPREHENSIVE EARNINGS~~OPERATIONS

(unaudited)

Three Months Ended Nine Months Ended
(In thousands) November 26,
2016 November 28,
2015 November 26,
2016 November 28,
2015
Net earnings $ 22,552
$ 18,521
$ 62,671
$ 45,406
Other comprehensive (loss) earnings:
Unrealized (loss) gain on marketable securities, net of $(139), $10, $(105) and $(24) of tax (benefit) expense, respectively (258 ) 18
(192 ) (45 )
Foreign currency translation adjustments (1,783 ) (4,106 ) 2,742
(9,257 )
Other comprehensive (loss) earnings (2,041 ) (4,088 ) 2,550
(9,302 )
Total comprehensive earnings $ 20,511
$ 14,433
$ 65,221
$ 36,104



	Three Months Ended					Nine Months Ended
(In thousands, except per share data)	December 2, 2017		November 26, 2016			December 2, 2017		November 26, 2016
Net sales	$	356,506	$	274,072		$	972,721	$	800,407
Cost of sales	264,947		201,204			724,868		590,581
Gross profit	91,559		72,868			247,853		209,826
Selling, general and administrative expenses	57,024		39,609			161,438		117,269
Operating income	34,535		33,259			86,415		92,557
Interest income	106		271			390		799
Interest expense	1,594		150			3,689		495
Other income (expense), net	303		(158		)	560		350
Earnings before income taxes	33,350		33,222			83,676		93,211
Income tax expense	9,704		10,670			26,517		30,540
Net earnings	$	23,646	$	22,552		$	57,159	$	62,671

Earnings per share - basic	$	0.82	$	0.78		$	1.98	$	2.18
Earnings per share - diluted	$	0.82	$	0.78		$	1.98	$	2.17
Weighted average basic shares outstanding	28,736		28,828			28,812		28,807
Weighted average diluted shares outstanding	28,818		28,892			28,862		28,916

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE EARNINGS

(unaudited)

Nine Months Ended
(In thousands) November 26, 2016 November 28, 2015
Operating Activities
Net earnings $ 62,671
$ 45,406
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 24,270
23,336
Stock-based compensation 4,403
3,686
Deferred income taxes (3,335 ) (5,026 )
Excess tax benefits from share-based compensation (2,334 ) (4,990 )
Gain on disposal of assets (287 ) (67 )
Proceeds from New Markets Tax Credit transaction, net of deferred costs 5,109
—
Other, net (1,281 ) 562
Changes in operating assets and liabilities:
Receivables (15,235 ) 6,552
Inventories (9,555 ) (3,419 )
Accounts payable and accrued expenses 1,897
1,296
Billings in excess of costs and earnings on uncompleted contracts 4,896
7,391
Refundable and accrued income taxes (1,073 ) 13,159
Other, net 335
(1,719 )
Net cash provided by operating activities 70,481
86,167
Investing Activities
Capital expenditures (44,548 ) (26,757 )
Proceeds from sales of property, plant and equipment 1,716
—
Change in restricted cash (14,884 ) —
Purchases of marketable securities (3,021 ) (64,551 )
Sales/maturities of marketable securities 3,703
3,765
Other, net (2,168 ) (3,875 )
Net cash used in investing activities (59,202 ) (91,418 )
Financing Activities
(Repayments) borrowings on line of credit, net (408 ) 350
Shares withheld for taxes, net of stock issued to employees (910 ) (3,267 )
Excess tax benefits from share-based compensation 2,334
4,990
Repurchase and retirement of common stock (10,817 ) (7,257 )
Dividends paid (10,687 ) (9,632 )
Net cash used in financing activities (20,488 ) (14,816 )
Decrease in cash and cash equivalents (9,209 ) (20,067 )
Effect of exchange rates on cash 338
(1,405 )
Cash and cash equivalents at beginning of year 60,470
52,185
Cash and cash equivalents at end of period $ 51,599
$ 30,713
Noncash Activity
Capital expenditures in accounts payable $ 6,683
$ 371



	Three Months Ended						Nine Months Ended
(In thousands)	December 2, 2017			November 26, 2016			December 2, 2017			November 26, 2016
Net earnings	$	23,646		$	22,552		$	57,159		$	62,671
Other comprehensive earnings:
Unrealized loss on marketable securities, net of $78, $139, $28 and $105 of tax benefit, respectively	(143		)	(258		)	(51		)	(192		)
Foreign currency translation adjustments	(3,838		)	(1,783		)	10,652			2,742
Other comprehensive earnings	(3,981		)	(2,041		)	10,601			2,550
Total comprehensive earnings	$	19,665		$	20,511		$	67,760		$	65,221

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



	Nine Months Ended
(In thousands)	December 2, 2017			November 26, 2016
Operating Activities
Net earnings	$	57,159		$	62,671
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	39,774			24,270
Share-based compensation	4,645			4,403
Deferred income taxes	(3,339		)	(3,335		)
Gain on disposal of assets	(78		)	(287		)
Proceeds from New Markets Tax Credit transaction, net of deferred costs	—			5,109
Other, net	(1,286		)	(1,281		)
Changes in operating assets and liabilities:
Receivables	(16,131		)	(15,235		)
Inventories	(1,348		)	(9,555		)
Accounts payable and accrued expenses	(27,449		)	1,897
Billings in excess of costs and earnings on uncompleted contracts	9,869			4,896
Refundable and accrued income taxes	7,108			(1,073		)
Other, net	(2,685		)	335
Net cash provided by operating activities	66,239			72,815
Investing Activities
Capital expenditures	(38,946		)	(44,548		)
Proceeds from sales of property, plant and equipment	253			1,716
Acquisition of business, net of cash acquired	(184,826		)	—
Change in restricted cash	7,834			(14,884		)
Purchases of marketable securities	(10,154		)	(3,021		)
Sales/maturities of marketable securities	9,288			3,703
Other, net	941			(2,168		)
Net cash used in investing activities	(215,610		)	(59,202		)
Financing Activities
Borrowings on line of credit	314,700			—
Payments on line of credit	(150,700		)	—
Shares withheld for taxes, net of stock issued to employees	(1,561		)	(910		)
Repurchase and retirement of common stock	(10,833		)	(10,817		)
Dividends paid	(11,971		)	(10,687		)
Other	2,039			(408		)
Net cash provided by (used in) financing activities	141,674			(22,822		)
Decrease in cash and cash equivalents	(7,697		)	(9,209		)
Effect of exchange rates on cash	1,079			338
Cash and cash equivalents at beginning of year	19,463			60,470
Cash and cash equivalents at end of period	$	12,845		$	51,599
Noncash Activity
Capital expenditures in accounts payable	$	1,859		$	6,683
Deferred payments on acquisition of business	7,500			—

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(unaudited)


(In thousands)	Common Shares Outstanding		Common Stock			Additional Paid-In Capital			Retained Earnings			Common Stock Held in Trust			Deferred Compensation Obligation		Accumulated Other Comprehensive (Loss) Income			Common Shares Outstanding		Common Stock			Additional Paid-In Capital			Retained Earnings			Common Stock Held in Trust			Deferred Compensation Obligation		Accumulated Other Comprehensive (Loss) Income
Balance at March 4, 2017																				28,680		$	9,560		$	150,111		$	341,996		$	(875	)	$	875	$	(31,090	)
Net earnings																				—		—			—			57,159			—			—		—
Unrealized loss on marketable securities, net of $28 tax benefit																				—		—			—			—			—			—		(51		)
Foreign currency translation adjustments																				—		—			—			—			—			—		10,652
Issuance of stock, net of cancellations																				106		36			147			—			(33		)	33		—
Share-based compensation																				—		—			4,645			—			—			—		—
Exercise of stock options																				100		33			801			—			—			—		—
Share repurchases																				(200	)	(67		)	(1,091		)	(9,675		)	—			—		—
Other share retirements																				(45	)	(15		)	(256		)	(2,229		)	—			—		—
Cash dividends																				—		—			—			(11,971		)	—			—		—
Balance at December 2, 2017																				28,641		$	9,547		$	154,357		$	375,280		$	(908	)	$	908	$	(20,489	)

Balance at February 27, 2016	28,684		$	9,561		$	145,528		$	282,477		$	(837	)	$	837	$	(31,371	)	28,684		$	9,561		$	145,528		$	282,477		$	(837	)	$	837	$	(31,371	)
Net earnings	—		—			—			62,671			—			—		—			—		—			—			62,671			—			—		—
Unrealized loss on marketable securities, net of $105 tax benefit	—		—			—			—			—			—		(192		)	—		—			—			—			—			—		(192		)
Foreign currency translation adjustments	—		—			—			—			—			—		2,742			—		—			—			—			—			—		2,742
Issuance of stock, net of cancellations	139		46			94			—			(26		)	26		—			139		46			94			—			(26		)	26		—
Share-based compensation	—		—			4,403			—			—			—		—			—		—			4,403			—			—			—		—
Tax deficit associated with stock plans	—		—			(1,229		)	—			—			—		—			—		—			(1,229		)	—			—			—		—
Exercise of stock options	125		42			1,211			—			—			—		—			125		42			1,211			—			—			—		—
Share repurchases	(250	)	(83		)	(1,357		)	(9,376		)	—			—		—			(250	)	(83		)	(1,357		)	(9,376		)	—			—		—
Other share retirements	(52	)	(17		)	(271		)	(2,015		)	—			—		—			(52	)	(17		)	(271		)	(2,015		)	—			—		—
Cash dividends	—		—			—			(10,687		)	—			—		—			—		—			—			(10,687		)	—			—		—
Balance at November 26, 2016	28,646		$	9,549		$	148,379		$	323,070		$	(863	)	$	863	$	(28,821	)	28,646		$	9,549		$	148,379		$	323,070		$	(863	)	$	863	$	(28,821	)

Balance at February 28, 2015	29,050		$	9,683		$	138,575		$	256,538		$	(801	)	$	801	$	(22,320	)
Net earnings	—		—			—			45,406			—			—		—
Unrealized loss on marketable securities, net of $24 tax benefit	—		—			—			—			—			—		(45		)
Foreign currency translation adjustments	—		—			—			—			—			—		(9,257		)
Issuance of stock, net of cancellations	101		34			124			—			(27		)	27		—
Share-based compensation	—		—			3,686			—			—			—		—
Tax benefit associated with stock plans	—		—			4,037			—			—			—		—
Exercise of stock options	200		67			1,539			—			—			—		—
Share repurchases	(150	)	(50		)	(784		)	(6,424		)	—			—		—
Other share retirements	(93	)	(31		)	(477		)	(4,559		)	—			—		—
Cash dividends	—		—			—			(9,632		)	—			—		—
Balance at November 28, 2015	29,108		$	9,703		$	146,700		$	281,329		$	(828	)	$	828	$	(31,622	)

See accompanying notes to consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


1.	Basis of Presentation

The consolidated financial statements of Apogee Enterprises, Inc. (we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States. The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended ~~February 27, 2016~~March 4, 2017. We use the same accounting policies in preparing quarterly and annual financial statements. All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature. The results of operations for the nine-month period ended ~~November 26, 2016~~December 2, 2017 are not necessarily indicative of the results to be expected for the full year.

Subsequent events

In connection with preparing the unaudited consolidated financial statements for the nine months ended ~~November 26, 2016,~~December 2, 2017, we evaluated subsequent events for potential recognition and disclosure through the date of this filing. On December ~~14, 2016, we acquired substantially all~~20, 2017, the ~~assets of Sotawall Inc., a privately-held curtainwall design~~Tax Cuts and ~~fabrication company based in Toronto, Canada, for approximately $135 million (USD). The acquisition~~Jobs Act (the "2017 Act") was funded through a combination of approximately $70 million of existing cash and short-term investments and approximately $65 million from our committed revolving line of credit. Purchase accounting will be performedsigned into law. We are in the ~~fourth quarter~~process of preparing and analyzing information to determine the ~~acquired company will be included within~~impact of the 2017 Act on our ~~Architectural Framing Systems reporting segment. Results~~accounting for income taxes, including the remeasurement of ~~operations for Sotawall will be included in~~ our deferred tax assets and liabilities. The consolidated financial statements presented herein do not reflect any impact that may result from completing the ~~date~~accounting for the income tax effects of ~~acquisition.~~the 2017 Act.

Subsequent to the end of the quarter, in late December 2017 and early January 2018, we purchased 246,299 shares of stock under our authorized share repurchase program, at a total cost of $11.1 million.

On January 5, 2018, we announced a restructuring plan that involves the closure of our St. George, UT architectural glass manufacturing facility in March 2018, enabled by our investments in productivity and increased capabilities, which have led to an increase in capacity. This and other restructuring activities are expected to have an approximately $4.5 million pre-tax impact in our fiscal fourth quarter.


2.	New Accounting Standards

~~In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-17,~~ ~~Balance Sheet Classification of Deferred Taxes~~, which requires all deferred tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent on the balance sheet. We early adopted this standard in the first quarter of the current fiscal year, and prior periods were not retrospectively adjusted. The adoption of this standard did not have a significant impact to our consolidated financial statements in any period presented.

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2016. We plan to early adopt this standard in the fourth quarter of the current fiscal year and do not expect it to have a significant impact to our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new standard, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2017, ~~Apogee's~~our fiscal 2019. We have undertaken a comprehensive assessment process at each of our businesses and have concluded on the application of the new guidance at nearly all of our businesses. We are ~~currently evaluating~~in the process of quantifying the impact that this standard will have on our ~~consolidated~~ financial ~~statements.~~ statements upon adoption. At this time:

We plan to adopt the guidance following a modified retrospective transition method, with a cumulative effect adjustment to opening retained earnings in fiscal 2019. We are in the process of determining this retained earnings adjustment.

We have determined that some of our business units will continue to recognize revenue at the point in time when goods are shipped, as that represents when control is transferred to the customer. We also have business units that continue to recognize revenue over time, following a cost-to-cost percentage of completion method of revenue recognition.

We expect that two of our business units will change from recognizing revenue at a point in time to recognizing revenue over time, to better reflect transfer of control to the customer in line with the new guidance. We are continuing to assess the appropriate measure of progress toward completion, based on the facts and circumstances specific to the performance obligations and terms of sale of each business.

We are in the process of evaluating how the revenue recognition guidance applies to EFCO, the business acquired in the second quarter of fiscal 2018.

In February 2016, the FASB issued ASU 2016-02, Leases, which provides for comprehensive changes to lease accounting. The new 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. The new standard is effective for fiscal years beginning after December 15, 2018, our fiscal year 2020, with a modified retrospective transition. ~~We are currently evaluating the impact~~The adoption of this standard will ~~have~~result in reflecting assets and liabilities for the value of our leased property and equipment on our consolidated ~~financial statements.~~balance sheet, but we do not currently expect this guidance to have a significant impact on our consolidated results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, ~~which addresses eight specific~~and in November 2016, it issued 2016-18, Restricted Cash. Both standards provide guidance for presentation of certain topics within the statement of cash ~~flow issues with the objective~~flows, including presenting

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restricted cash within cash and cash equivalents, and are intended to improve consistency in ~~practice.~~presentation. The ~~standard~~new classification guidance is effective for fiscal years beginning after December 15, 2017, ~~but may be adopted early. We are currently evaluating the impact this standard will have on~~ our ~~consolidated financial statements.~~

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Restricted Cash~~, which clarifies guidance and presentation related to restricted cash in the statement of cash flows, including stating that restricted cash should be included within cash and cash equivalents on the statement of cash flows. The standard is effective for fiscal ~~years beginning after December 15, 2017, with early adoption permitted,~~year 2019, and is to be applied ~~retrospectively.~~retrospectively for comparability across all periods. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in the current two-step impairment test process. The new guidance eliminates the current requirement to calculate a goodwill impairment charge using step 2. The standard is applicable to impairment tests performed in periods beginning after December 15, 2019, our fiscal 2021, with early adoption permitted. We are currently evaluating ~~the impact~~early adoption of this ~~standard will have on~~guidance for our ~~consolidated financial statements.~~future annual goodwill impairment review process.


3.	Share-Based Compensation

Total share-based compensation expense included in the results of operations was ~~$4.4 million~~ ~~and $3.7~~$4.6 million for the nine-month ~~periods~~period ended December 2, 2017 and $4.4 million for the nine-month period ended November 26, 2016 ~~and~~ ~~November 28, 2015, respectively.~~.

Stock Options and SARs

~~There were no stock options or SARs issued in the first~~ ~~nine~~ ~~months of either fiscal~~ ~~2017~~ ~~or 2016. The following table summarizes~~Stock option and SAR activity for the ~~nine~~ ~~months ended~~ ~~November 26, 2016~~:current nine-month period is summarized as follows:


Stock Options and SARs	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at February 27, 2016	403,714		$	11.81
Outstanding at March 4, 2017								229,901		$	9.90
Awards exercised	(128,387	)	10.77					(100,000	)	8.34
Outstanding and exercisable at November 26, 2016	275,327		$	12.30	3.8 Years	$	9,944,785
Outstanding and exercisable at December 2, 2017								129,901		$	11.10	3.0 Years	$	4,878,738

Cash proceeds from the exercise of stock options were $~~1.3~~0.8 million and $~~1.6~~1.3 million for the nine months ended ~~November 26, 2016~~December 2, 2017 and November ~~28, 2015~~26, 2016, 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 $~~4.5~~4.8 million during the nine months ended ~~November 26, 2016~~December 2, 2017 and $~~7.5~~4.5 million during the prior-year period.

Nonvested Shares and Share Units

~~The following table summarizes nonvested~~Nonvested share activity for the ~~nine~~ ~~months ended~~ ~~November 26, 2016~~:current nine-month period is summarized as follows:


Nonvested Shares and Units	Number of Shares and Units		Weighted Average Grant Date Fair Value		Number of Shares and Units		Weighted Average Grant Date Fair Value
Nonvested at February 27, 2016	275,457		$	37.48
Nonvested at March 4, 2017					279,204		$	44.79
Granted	148,672		42.90		124,416		55.40
Vested	(140,404	)	28.43		(130,093	)	45.31
Canceled	(750	)	45.79		(7,000	)	55.89
Nonvested at November 26, 2016	282,975		$	44.79
Nonvested at December 2, 2017					266,527		$	49.20

At ~~November 26, 2016~~December 2, 2017, there was $~~8.2~~8.5 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 2221 months. The total fair value of shares vested during the nine months ended ~~November 26, 2016~~December 2, 2017 was ~~$6.2~~$7.0 million.


4.	Earnings per Share

The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share:


	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
(In thousands)	November 26, 2016	November 28, 2015	November 26, 2016	November 28, 2015	December 2, 2017	November 26, 2016	December 2, 2017	November 26, 2016
Basic earnings per share – weighted average common shares outstanding	28,828	29,181	28,807	29,137	28,736	28,828	28,812	28,807
Weighted average effect of nonvested share grants and assumed exercise of stock options	64	285	106	342	82	64	50	109
Diluted earnings per share – weighted average common shares and potential common shares outstanding	28,892	29,466	28,913	29,479	28,818	28,892	28,862	28,916

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There were no anti-dilutive stock options excluded from the calculation of earnings per share for any of the periods presented, as the average market price exceeded the exercise price of options outstanding.


5.	Inventories


(In thousands)	November 26, 2016		February 27, 2016		December 2, 2017		March 4, 2017
Raw materials	$	24,950	$	21,404	$	35,565	$	22,761
Work-in-process	14,153		9,958		24,919		16,154
Finished goods	30,444		25,486		34,951		29,372
Costs and earnings in excess of billings on uncompleted contracts	3,614		6,538		2,627		5,122
Total inventories	$	73,161	$	63,386	$	98,062	$	73,409


6.	Marketable Securities

~~We hold the following marketable~~Marketable securities ~~all~~are classified as available for sale:

(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses
Estimated
Fair Value
November 26, 2016
Mutual fund $ 30,353
$ —
$ (84 ) $ 30,269
Municipal bonds 11,419
50
(141 ) 11,328
Total marketable securities $ 41,772
$ 50
$ (225 ) $ 41,597
February 27, 2016
Mutual fund $ 30,178
$ —
$ (55 ) $ 30,123
Municipal bonds 12,393
285
(109 ) 12,569
Total marketable securities $ 42,571
$ 285
$ (164 ) $ 42,692

~~We are invested in a mutual fund holding short-term government securities as a means of deploying excess cash generated from operations while preserving liquidity.~~



(In thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses		Estimated Fair Value
December 2, 2017
Municipal bonds	10,334	17	(103	)	10,248
March 4, 2017
Municipal bonds	9,595	91	(97	)	9,589

We have a wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), which holds municipal bonds. 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 bonds, for the purpose of providing collateral for Prism’s obligations under the reinsurance ~~agreement.~~

~~As of November 26, 2016, marketable securities with a fair value of $1.2 million~~ ~~have been in a continuous unrealized loss position for more than 12 months with unrealized losses of $0.1 million.~~

We test for other-than-temporary losses on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of an investment may not be recoverable. We consider the unrealized losses indicated above to be temporary in nature. We intend to hold our investments until the full principal amount can be recovered, and we have the ability to do so based on other sources of liquidity.agreements.

The amortized cost and estimated fair values of municipal bonds at ~~November 26, 2016~~December 2, 2017, 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.


(In thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due within one year	$	367	$	366	$	482	$	482
Due after one year through five years	4,166		4,164		4,418		4,385
Due after five years through 10 years	5,594		5,606		4,627		4,578
Due after 10 years through 15 years	1,292		1,192		141		141
Due beyond 15 years					666		662
Total	$	11,419	$	11,328	$	10,334	$	10,248

~~Gross realized gains and losses were not significant during the first~~ ~~nine~~ ~~months of fiscal~~ ~~2017~~ ~~and fiscal 2016.~~


7.	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 financial assets or liabilities.

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(In thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Total Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Total Fair Value
November 26, 2016
December 2, 2017
Cash equivalents
Money market funds	$	10,879	$	—	$	10,879	$	1,696	$	—	$	1,696
Commercial paper	—		25,686		25,686		—		—		—
Total cash equivalents	10,879		25,686		36,565		1,696		—		1,696
Short-term securities
Mutual funds	30,269		—		30,269
Municipal bonds	—		366		366		—		482		482
Total short-term securities	30,269		366		30,635
Long-term securities
Municipal bonds	—		10,962		10,962		—		9,766		9,766
Total assets at fair value	$	41,148	$	37,014	$	78,162	$	1,696	$	10,248	$	11,944
February 27, 2016
March 4, 2017
Cash equivalents
Money market funds	$	23,199	$	—	$	23,199	$	4,423	$	—	$	4,423
Commercial paper	—		29,774		29,774		—		5,500		5,500
Total cash equivalents	23,199		29,774		52,973		4,423		5,500		9,923
Short-term securities
Mutual funds	30,123		—		30,123
Municipal bonds	—		50		50		—		548		548
Total short-term securities	30,123		50		30,173
Long-term securities
Municipal bonds	—		12,519		12,519		—		9,041		9,041
Total assets at fair value	$	53,322	$	42,343	$	95,665	$	4,423	$	15,089	$	19,512

Cash equivalents

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.

Short- and long-term securities

~~Mutual funds were measured at fair value based on quoted prices for identical assets in active markets.~~

Municipal bonds were measured at fair value based on market prices from recent trades of similar securities and are classified as short-term or long-term based on maturity date.


8.	Acquisitions

EFCO

In line with our strategic objectives, 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 $192 million in cash. The acquisition was funded through our committed revolving credit facility, with $7.5 million of the purchase price payable in equal installments over the next three years. EFCO's results of operations have been included in our consolidated financial statements and within the Architectural Framing Systems segment since the date of acquisition. Those results include $135.3 million of sales and $6.1 million of operating income since the date of acquisition.

The assets and liabilities of EFCO were recorded in our consolidated balance sheet as of the acquisition date, at their respective fair values. Fair value is estimated based on one or a combination of income, cost and/or market approaches, as determined based on the nature of the asset or liability, and the level of inputs available. With respect to assets and liabilities, the determination of fair value requires management to make subjective judgments as to projections of future operating performance, the appropriate discount rate to apply, long-term growth rates, etc. (i.e. - unobservable inputs classified as Level 3 inputs under the fair value hierarchy described in Note 7), which affect the amounts recorded in the purchase price allocation. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected continued growth and development of EFCO. The purchase price allocation is based on these estimated fair values of assets acquired and liabilities assumed, as follows:

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(In thousands)
Net working capital	$	34,156
Property, plant and equipment	43,815
Goodwill	57,460
Other intangible assets	71,500
Less: Long-term liabilities acquired, net	14,605
Net assets acquired	$	192,326

Other intangible assets reflect the following:



(In thousands)	Estimated fair value		Estimated useful life (in years)
Customer relationships	$	34,800	16
Tradename	32,400		Indefinite
Backlog	4,300		1.5
	$	71,500

These fair values are based on preliminary estimates and are subject to change based on finalization of net working capital items included in the purchase price allocation.

Sotawall

On December 14, 2016, we acquired substantially all the assets of Sotawall, Inc., now operating under the name Sotawall Limited ("Sotawall"). Sotawall specializes in the design, engineering, fabrication, assembly and installation of unitized curtainwall systems for industrial, commercial and institutional buildings, primarily serving the Canadian and northeastern U.S. geographic regions. Sotawall's results of operations have been included in our consolidated financial statements and within the Architectural Framing Systems segment since the date of acquisition. Purchase accounting related to the acquisition of Sotawall was finalized during the the first quarter of fiscal 2018.

The following table sets forth certain unaudited pro forma consolidated data for the combined company for the third quarters and first nine-month periods of fiscal 2018 and 2017, as if the EFCO and Sotawall acquisitions were consummated pursuant to each of their respective same terms at the beginning of the fiscal year preceding their respective acquisition dates.



	Three Months Ended				Nine Months Ended
In thousands, except per share data	December 2, 2017		November 26, 2016		December 2, 2017		November 26, 2016
Net sales	$	356,506	$	368,387	$	1,044,465	$	1,083,352
Net earnings	24,453		25,971		59,564		72,171
Earnings per share
Basic	0.85		0.90		2.07		2.50
Diluted	0.85		0.90		2.06		2.50

We have provided this unaudited pro forma information for comparative purposes only. This information does not necessarily reflect what the combined results of operations actually would have been had the acquisitions occurred at the beginning of fiscal year 2017. The information does not reflect the effect of any synergies or integration costs that will result from the acquisitions.

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8.9.	Goodwill and Other Identifiable Intangible Assets

The carrying amount of goodwill attributable to each reporting segment ~~is as follows:~~was:


(In thousands)	Architectural Glass			Architectural Framing Systems			Architectural Services		Large-Scale Optical		Total			Architectural Framing Systems			Architectural Glass		Architectural Services		Large-Scale Optical		Total
Balance at February 28, 2015	$	26,355		$	37,825		$	1,120	$	10,557	$	75,857
Balance at February 27, 2016														$	36,680		$	25,639	$	1,120	$	10,557	$	73,996
Goodwill acquired														27,444			—		—		—		27,444
Foreign currency translation	(716		)	(1,145		)	—		—		(1,861		)	(423		)	317		—		—		(106		)
Balance at February 27, 2016	25,639			36,680			1,120		10,557		73,996
Balance at March 4, 2017														63,701			25,956		1,120		10,557		101,334
Goodwill acquired, net														49,256			—		—		—		49,256
Foreign currency translation	323			(11		)	—		—		312			2,241			50		—		—		2,291
Balance at November 26, 2016	$	25,962		$	36,669		$	1,120	$	10,557	$	74,308
Balance at December 2, 2017														115,198			$	26,006	$	1,120	$	10,557	$	152,881

The ~~following table provides the~~ gross carrying amount of other intangible assets and related accumulated ~~amortization:~~amortization was:


(In thousands)	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation			Net		Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation			Net
November 26, 2016
December 2, 2017
Definite-lived intangible assets:
Debt issue costs on revolving credit facility	$	4,073	$	(2,907	)	$	—		$	1,166
Debt issue costs											$	4,516	$	(3,169	)	$	—		$	1,347
Non-compete agreements	6,524		(6,318		)	—			206		6,286		(6,122		)	10			174
Customer relationships	22,636		(13,043		)	213			9,806		120,273		(18,753		)	3,788			105,308
Purchased intellectual property	7,656		(3,473		)	183			4,366
Trademarks and other intangibles											30,250		(13,616		)	1,055			17,689
Total definite-lived intangible assets	$	40,889	$	(25,741	)	$	396		$	15,544	$	161,325	$	(41,660	)	$	4,853		$	124,518
Indefinite-lived intangible assets:
Trademarks	3,919		—			(3		)	3,916		48,461		—			877			49,338
Total intangible assets	$	44,808	$	(25,741	)	$	393		$	19,460	$	209,786	$	(41,660	)	$	5,730		$	173,856
February 27, 2016
March 4, 2017
Definite-lived intangible assets:
Debt issue costs on revolving credit facility	$	3,677	$	(2,758	)	$	—		$	919
Debt issue costs											$	4,066	$	(2,960	)	$	—		$	1,106
Non-compete agreements	6,673		(6,419		)	(16		)	238		6,286		(6,025		)	(65		)	196
Customer relationships	24,174		(12,737		)	(1,162		)	10,275		82,479		(14,013		)	(145		)	68,321
Purchased intellectual property	8,213		(3,271		)	(431		)	4,511
Trademarks and other intangibles											25,950		(4,917		)	(31		)	21,002
Total definite-lived intangible assets	$	42,737	$	(25,185	)	$	(1,609	)	$	15,943	$	118,781	$	(27,915	)	$	(241	)	$	90,625
Indefinite-lived intangible assets:
Trademarks	4,239		—			(320		)	3,919		16,022		—			39			16,061
Total intangible assets	$	46,976	$	(25,185	)	$	(1,929	)	$	19,862	$	134,803	$	(27,915	)	$	(202	)	$	106,686

Amortization expense on definite-lived intangible assets was ~~$1.2~~$12.8 million and ~~$1.1~~$1.2 million for the nine-month periods ended ~~November 26, 2016~~December 2, 2017 and November ~~28, 2015~~26, 2016, respectively. The amortization expense associated with debt issue costs is included in interest expense while the remainder is in selling, general and administrative expenses in the consolidated results of operations. At ~~November 26, 2016~~December 2, 2017, the estimated future amortization expense for definite-lived intangible assets was:


(In thousands)	Remainder of Fiscal 2017		Fiscal 2018		Fiscal 2019		Fiscal 2020		Fiscal 2021		Remainder of Fiscal 2018		Fiscal 2019		Fiscal 2020		Fiscal 2021		Fiscal 2022
Estimated amortization expense	$	397	$	1,520	$	1,460	$	1,349	$	1,162	$	4,922	$	13,235	$	8,219	$	8,213	$	7,904


9.10.	Debt

~~Debt~~We maintain a committed revolving credit facility with maximum borrowings of up to $335.0 million, maturing in November 2021. Outstanding borrowings under our committed revolving credit facility were $209.0 million, as of December 2, 2017, and $45.0 million, as of March 4, 2017. Under this facility, we are subject to two financial covenants that require us to stay below a

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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. At December 2, 2017, we were in compliance with both financial covenants. Additionally, at ~~November 26, 2016 consisted~~December 2, 2017, we had a total of $26.3 million of ongoing letters of credit related to industrial revenue bonds and construction contracts that expire in fiscal 2018 and reduce availability of funds under our committed credit facility.

At December 2, 2017, our debt also included $20.4 million of industrial revenue bonds that mature in fiscal years 2021 through ~~2043.~~2043 and $0.4 million of long-term debt in Canada. The fair value of the industrial revenue bonds ~~approximates~~approximated carrying value at ~~November 26, 2016,~~December 2, 2017, due to the variable interest rates on these instruments. ~~The bonds~~All debt would be classified as Level 2 within the fair value hierarchy described in Note 7.

~~In November 2016, we amended our committed~~We also maintain two Canadian revolving demand credit ~~facility, increasing the amount to $175.0~~facilities totaling $12.0 million Canadian dollars. As of December 2, 2017, $1.5 million was outstanding under these facilities, and ~~extending the expiration date to November 2021.~~ Nono borrowings were outstanding ~~under the facility~~ as of ~~November 26, 2016~~ or ~~February 27, 2016~~. As defined within our amended committed revolving credit facility, we are required to comply with two financial covenants. These financial covenants require us to stay below a maximum leverage ratio and to maintain a minimum interest coverage ratio. At November 26, 2016, we were in compliance with both financial covenants.

~~We also maintain a $4.0 million~~ ~~Canadian dollar revolving demand facility available to our Canadian operation. No borrowings were outstanding under this facility as of November 26, 2016 or February 27, 2016.~~March 4, 2017. Borrowings under ~~the facility~~these facilities are made available at the sole discretion of the ~~lender~~lenders and are payable on demand. The Company classifies any outstanding balances under this demand ~~with interest at rates specified in the~~facility as long-term debt, as outstanding amounts can be refinanced through our committed revolving credit ~~agreement.~~facility.

Interest payments were $~~0.5~~3.6 million and ~~$0.4~~$0.5 million for the nine months ended ~~November 26, 2016~~December 2, 2017 and November ~~28, 2015~~26, 2016, respectively.


~~10.~~11.	Employee Benefit Plans

~~Pension Plans~~

The Company sponsors two frozen defined-benefit pension plans: an unfunded Officers’ Supplemental Executive Retirement Plan and the Tubelite Inc. Hourly Employees’ Pension Plan. Components of net periodic benefit cost ~~are:~~were:


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
(In thousands)	November 26, 2016			November 28, 2015			November 26, 2016			November 28, 2015			December 2, 2017			November 26, 2016			December 2, 2017			November 26, 2016
Interest cost	$	139		$	142		$	417		$	426		$	133		$	139		$	399		$	417
Expected return on assets	(10		)	(34		)	(30		)	(102		)	(10		)	(10		)	(30		)	(30		)
Amortization of unrecognized net loss	56			62			168			186			57			56			171			168
Net periodic benefit cost	$	185		$	170		$	555		$	510		$	180		$	185		$	540		$	555


~~11.~~12.	Income Taxes

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 ~~2014,~~2015, or U.S. state and local income tax examinations for years prior to fiscal ~~2010.~~2011. The Company is not currently under U.S. federal examination for years subsequent to fiscal year ~~2013,~~2014, and there is very limited audit activity of the Company’s income tax returns in U.S. state jurisdictions or international jurisdictions.

The total liability for unrecognized tax benefits at ~~November 26, 2016~~December 2, 2017 and ~~February 27, 2016~~March 4, 2017 was approximately ~~$5.3~~$5.4 million and ~~$5.0~~$4.5 million, respectively. Penalties and interest related to unrecognized tax benefits are recorded in income tax expense. The total liability for unrecognized tax benefits is expected to decrease by approximately ~~$0.5~~$0.3 million during the next 12 months due to lapsing of statutes.


~~12.~~	~~Other Non-Current Liabilities~~

13. Other Non-Current Liabilities


(In thousands)	November 26, 2016		February 27, 2016		December 2, 2017		March 4, 2017
Deferred benefit from New Market Tax Credit transactions	$	16,708	$	10,741	$	16,708	$	16,708
Retirement plan obligations	9,992		9,992		9,635		9,635
Deferred compensation plan	7,176		4,814		10,104		7,463
Other	14,390		15,808		23,034		11,981
Total other non-current liabilities	$	48,266	$	41,355	$	59,481	$	45,787

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~~13.~~14.Commitments and Contingent Liabilities

Operating lease commitments. As of ~~November 26, 2016~~December 2, 2017, the Company was obligated under non-cancelable operating leases for buildings and equipment. Certain leases provide for increased rental payments based upon increases in real estate taxes or operating costs. Future minimum rental payments under non-cancelable operating leases are:


(In thousands)	Remainder of Fiscal 2017		Fiscal 2018		Fiscal 2019		Fiscal 2020		Fiscal 2021		Thereafter		Total		Remainder of Fiscal 2018		Fiscal 2019		Fiscal 2020		Fiscal 2021		Fiscal 2022		Thereafter		Total
Total minimum payments	$	2,987	$	8,683	$	7,891	$	6,507	$	4,006	$	4,981	$	35,055	$	3,615	$	13,546	$	11,493	$	8,477	$	7,626	$	21,232	$	65,989

Bond commitments. In the ordinary course of business, predominantly in our Architectural Services ~~segment,~~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 ~~November 26, 2016, $113.2~~December 2, 2017, $86.4 million of our backlog was bonded by performance bonds with a face value of ~~$327.5~~$310.0 million. Performance bonds do not have stated expiration dates, as we are generally released from the bonds upon completion of the contract. We have never been required to make any payments related to these performance bonds with respect to any of our current portfolio of businesses.

Warranties. We ~~accrue~~reserve estimated exposures on known claims, as well as on a portion of anticipated claims, for product warranty and ~~claim costs as a percentage of sales~~rework cost, based on historical ~~trends and for specific sales credits~~product liability claims as ~~they become known and estimable. Actual warranty and claim~~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, ~~shifts~~changes in product mix and any significant changes in sales volume. A warranty rollforward ~~is provided as~~ follows:


	Nine Months Ended						Nine Months Ended
(In thousands)	November 26, 2016			November 28, 2015			December 2, 2017			November 26, 2016
Balance at beginning of period	$	16,340		$	11,275		$	21,933		$	16,340
Additional accruals	6,082			5,789			3,443			6,082
Claims paid	(4,878		)	(2,460		)	(8,254		)	(4,878		)
Acquired reserves							5,571			—
Balance at end of period	$	17,544		$	14,604		$	22,693		$	17,544

Letters of credit. At ~~November 26, 2016~~December 2, 2017, we had ongoing letters of credit related to construction contracts and certain industrial revenue bonds. The total value of letters of credit under which we were obligated as of ~~November 26, 2016~~December 2, 2017 was approximately ~~$23.5~~$26.3 million, all of which have been issued under our committed revolving credit facility. Availability under this ~~$175.0 million~~ credit facility is reduced by borrowings under the facility and also by letters of credit issued under the facility.

Purchase obligations. Purchase obligations for raw material commitments and capital expenditures totaled $~~141.7~~120.9 million as of ~~November 26, 2016.~~December 2, 2017.

~~New Markets Tax Credit transaction.~~ In June 2016, we entered into a transaction with a subsidiary of Wells Fargo (WF) under a qualified New Markets Tax Credit (NMTC) program related to an investment in plant and equipment within our Architectural Glass segment (the Project). The NMTC transaction is subject to 100 percent tax credit recapture for a period of seven years. Therefore, proceeds received in exchange for the transfer of the tax credits will be recognized as earnings in fiscal 2024, if the expected tax benefits are delivered without risk of recapture to WF and our performance obligation is relieved.

In exchange for substantially all of the benefits derived from the tax credits, WF contributed $6.0 million to the Project, which is included in other non-current liabilities on our consolidated balance sheets. Direct and incremental costs incurred in structuring the arrangement have been deferred and will be recognized in proportion to the recognition of the related profits. These costs amounted to $0.9 million and are included in other non-current assets on our consolidated balance sheets. Variable-interest entities have been created as a result of the transaction structure, which have been included within our consolidated financial statements as WF does not have a material interest in the underlying economics of the Project.

Litigation. We are a party to various legal proceedings incidental to our normal operating activities. In particular, like others in the construction supply and services industry, our businesses are routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We are also subject to litigation arising out of general liability, employment practices, workers' compensation and automobile claims. Although it is very difficult to accurately predict the outcome of such proceedings, facts currently available indicate that no such claims will result in losses that would have a material adverse effect on our results of operations, cash flows or financial condition.


~~14.~~15.	Segment Information

The Company has four reporting segments: Architectural ~~Glass,~~Framing Systems, Architectural ~~Framing Systems,~~Glass, Architectural Services and Large-Scale Optical (LSO).

The Architectural Glass segment fabricates coated, high-performance glass used in customized window and wall systems comprising the outside skin of commercial, institutional and high-end multi-family residential buildings.

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. The Company has aggregated ~~four~~six operating segments into this reporting segment based on their similar products, customers, distribution methods, production processes and economic characteristics.

Table of Contents

The Architectural Services segment designs, engineers, fabricates and installs the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings.

The LSO segment ~~fabricates~~manufactures value-added glass and acrylic products primarily for ~~the picture~~ framing ~~fine art, wall decor~~ and display ~~markets.~~applications.


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
(In thousands)	November 26, 2016			November 28, 2015			November 26, 2016			November 28, 2015			December 2, 2017			November 26, 2016			December 2, 2017			November 26, 2016
Net sales from operations
Architectural Framing Systems													$	194,157		$	90,850		$	493,672		$	264,212
Architectural Glass	$	107,002		$	85,461		$	299,567		$	279,069		96,940			107,002			292,026			299,567
Architectural Framing Systems	90,850			76,419			264,212			228,990
Architectural Services	64,380			61,244			204,934			169,093			49,077			64,380			146,056			204,934
Large-Scale Optical	22,084			24,211			63,382			66,874			26,003			22,084			64,897			63,382
Intersegment eliminations	(10,244		)	(9,011		)	(31,688		)	(24,986		)	(9,671		)	(10,244		)	(23,930		)	(31,688		)
Net sales	$	274,072		$	238,324		$	800,407		$	719,040		$	356,506		$	274,072		$	972,721		$	800,407
Operating income (loss) from operations
Architectural Framing Systems													$	18,452		$	11,838		$	46,958		$	35,070
Architectural Glass	$	11,708		$	8,383		$	30,855		$	23,405		9,107			11,708			28,687			30,855
Architectural Framing Systems	11,838			9,244			35,070			24,197
Architectural Services	4,918			3,702			14,336			6,063			2,547			4,918			4,102			14,336
Large-Scale Optical	5,910			7,621			15,613			18,132			6,724			5,910			15,022			15,613
Corporate and other	(1,115		)	(1,092		)	(3,317		)	(3,292		)	(2,295		)	(1,115		)	(8,354		)	(3,317		)
Operating income	$	33,259		$	27,858		$	92,557		$	68,505		$	34,535		$	33,259		$	86,415		$	92,557

Due to the varying combinations and integration of individual window, storefront and curtainwall systems, it is impractical to report product revenues generated by class of product, beyond the segment revenues currently reported.


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forecasts and projections in this document are “forward-looking statements,” and are based on management’s current expectations or beliefs of the Company’s near-term results, based on current information available pertaining to the Company, including the risk factors noted under Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016~~March 4, 2017. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by the Company. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results.

Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of the Company are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to, the risks and uncertainties set forth under Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016~~March 4, 2017.

We wish to caution investors that other factors might in the future prove to be important in affecting the Company’s results of operations. New factors emerge from time to time; it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a world leader in certain technologies involving the design and development of value-added glass ~~solutions for enclosing commercial buildings~~products and ~~framing art.~~services. Our four reporting segments are: Architectural ~~Glass,~~Framing Systems, Architectural ~~Framing Systems,~~Glass, Architectural Services and Large-Scale Optical (LSO).

Table of Contents

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended ~~February 27, 2016~~March 4, 2017 and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

Highlights of Third Quarter and First Nine Months of Fiscal ~~2017~~2018 Compared to Third Quarter and First Nine Months of Fiscal ~~2016~~2017

Net sales

Consolidated net sales increased ~~15.0~~30.1 percent, or ~~$35.7~~$82.4 million, for the third quarter ended ~~November 26, 2016,~~December 2, 2017, and ~~11.3~~21.5 percent, or ~~$81.4~~$172.3 million, for the ~~nine months~~nine-month period ended ~~November 26, 2016,~~December 2, 2017, compared to the same periods in the prior year. Sales growth ~~in the third-quarter and year-to-date periods of fiscal 2017 compared~~was primarily due to the ~~same periods~~addition of ~~fiscal~~EFCO in June 2017 and Sotawall in December 2016 ~~was largely due to gains in volume across all three architectural segments, driven~~within the Architectural Framing Systems segment, partially offset by ~~continued strength in non-residential construction end-markets and success in our strategies to expand geographically and introduce new products. Additionally,~~ the ~~nine-month period benefited by timing of project activity driving growth~~decline in our Architectural Services segment. Foreign currency did not have a meaningful impact on sales results in ~~either of~~ the ~~current year periods as compared to~~current-year period or the prior-year ~~periods.~~period.

The relationship between various components of operations, as a percentage of net sales, is illustrated below:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
(Percent of net sales)	November 26, 2016		November 28, 2015		November 26, 2016		November 28, 2015		December 2, 2017		November 26, 2016		December 2, 2017		November 26, 2016
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	73.4		73.8		73.8		75.7		74.3		73.4		74.5		73.8
Gross profit	26.6		26.2		26.2		24.3		25.7		26.6		25.5		26.2
Selling, general and administrative expenses	14.5		14.5		14.7		14.8		16.0		14.5		16.6		14.7
Operating income	12.1		11.7		11.5		9.5		9.7		12.1		8.9		11.5
Interest and other (expense) income, net	—		—		—		—		(0.3	)	—		(0.3	)	—
Earnings before income taxes	12.1		11.7		11.5		9.5		9.4		12.1		8.6		11.5
Income tax expense	3.9		3.9		3.8		3.2		2.7		3.9		2.7		3.8
Net earnings	8.2	%	7.8	%	7.7	%	6.3	%	6.6	%	8.2	%	5.9	%	7.7	%
Effective tax rate	32.1	%	33.6	%	32.8	%	33.9	%	29.1	%	32.1	%	31.7	%	32.8	%

Gross profit

Gross profit as a percent of sales ~~increased~~was 25.7 percent and 25.5 percent for the three- and nine-month periods, respectively, ended December 2, 2017, compared to 26.6 percent and 26.2 ~~percent for the respective three- and nine-month periods ended~~ ~~November 26, 2016~~, from 26.2 percent and 24.3 percent in the respective three- and nine-month periods of the prior year. Gross profit improvements in both periods of fiscal 2017 compared to fiscal 2016 were driven by operating leverage on increased volume and improved productivity in our three Architectural-based segments.

~~Selling, general and administrative (SG&A) expenses~~

~~SG&A expenses for the~~ ~~third~~ quarter of fiscal 2017 increased $5.0 million over the third quarter of last year, but were flat as a percentage of net sales at 14.5 percent in both quarterly periods. For the nine-month period ended November 26, 2016 compared to the prior year nine-month period, SG&A expenses increased $11.1 million, but declined as a percentage of net sales to 14.7 percent compared to 14.8 percent in the prior-year period. The increased expense in both periods of fiscal 2017 compared to the prior-year periods was due to overall incentive compensation due to improved results, and to increased sales-related wages.

~~Income tax expense~~

Our effective tax rate in the third quarter of fiscal 2017 was 32.1 percent, compared to 33.6 percent in the same period last year, and was 32.8 percent for the nine-month period ended November 26, 2016, compared to 33.9 percent in the same period last year, mainly as a result of differences in the timing of the federal research and development tax credit.

~~Segment Analysis~~

~~Architectural Glass~~

Three Months Ended Nine Months Ended
(In thousands) November 26, 2016 November 28, 2015
%
Change
November 26, 2016 November 28, 2015
%
Change
Net sales $ 107,002
$ 85,461
25.2 % $ 299,567
$ 279,069
7.3 %
Operating income 11,708
8,383
39.7 % 30,855
23,405
31.8 %
Operating margin 10.9 % 9.8 % 10.3 % 8.4 %

~~Architectural Glass net sales increased $21.5 million, or 25.2 percent, and $20.5 million, or 7.3~~ percent for the three- and nine-month periods ended November 26, ~~2016,~~2016. Gross profit as a percent of sales declined from the prior-year periods primarily due to the inclusion of the lower gross margin EFCO business in the three-month period ended December 2, 2017, and reduced volume leverage in the Architectural Services segment in both the three- and nine-month periods ended December 2, 2017.

Selling, general and administrative (SG&A) expenses

SG&A expenses as a percent of sales were 16.0 percent and 16.6 percent in the three- and nine-month periods ended December 2, 2017, compared to 14.5 percent of sales and 14.7 percent of sales in the three- and nine-month periods, respectively, last year. The increases in the current year periods were primarily due to amortization of the intangible assets acquired in the Sotawall and EFCO transactions and EFCO acquisition-related costs. These two factors combined made up approximately 170 basis points of the increase in each of the three- and nine-month periods of fiscal 2018, compared to the prior-year periods.

Income tax expense

The effective tax rate in the third quarter of fiscal 2018 was 29.1 percent, compared to 32.1 percent in the same period last year, and 31.7 percent for the first nine months of fiscal 2018, compared to 32.8 percent in the prior-year period. The decline in both periods was due mainly to a tax benefit on the recognition of a foreign currency loss.

Table of Contents

Segment Analysis

Architectural Framing Systems



	Three Months Ended								Nine Months Ended
(In thousands)	December 2, 2017			November 26, 2016			% Change		December 2, 2017		November 26, 2016		% Change
Net sales	$	194,157		$	90,850		113.7	%	493,672		264,212		86.8	%
Operating income	18,452			11,838			55.9	%	46,958		35,070		33.9	%
Operating margin	9.5		%	13.0		%			9.5	%	13.3	%

Architectural Framing Systems net sales increased $103.3 million, or 113.7 percent, and $229.5 million, or 86.8 percent, for the three- and nine-month periods, respectively, ended December 2, 2017, over the same periods in the prior year. The addition of the net sales of EFCO and Sotawall provided over 80 percent of the growth in both periods. The remaining growth was from share gains and geographic growth in North America within our legacy businesses.

Operating margin declined 350 basis points and 380 basis points for the three- and nine-month periods, respectively, of the current year, compared to the same periods in the prior year. The decline in the three-month period resulted from 280 basis points of amortization of acquired intangible assets and, for the nine-month period, the amortization of acquired intangible assets resulted in 240 basis points of the decline. Additionally, operating margin in both periods was impacted by the inclusion of EFCO at lower operating margins.

Backlog in this segment, as of December 2, 2017, was approximately $449 million, compared to approximately $245 million at fiscal year-end, with the addition of EFCO contributing over 90 percent of the increase.

Architectural Glass



	Three Months Ended								Nine Months Ended
(In thousands)	December 2, 2017			November 26, 2016			% Change		December 2, 2017			November 26, 2016			% Change
Net sales	$	96,940		$	107,002		(9.4	)%	$	292,026		$	299,567		(2.5	)%
Operating income	9,107			11,708			(22.2	)%	28,687			30,855			(7.0	)%
Operating margin	9.4		%	10.9		%			9.8		%	10.3		%

Net sales declined $10.1 million, or 9.4 percent, for the quarter-ended December 2, 2017, over the same period in the prior year, due to ~~strong growth~~delays in ~~our U.S.-based business,~~the timing of certain larger projects in the United States, partially as a result of ~~our focus on growth~~hurricane-related project delays in Florida. Sales for the nine-month period ended December 2, 2017 decreased $7.5 million, or 2.5 percent, over the prior-year period due to delays in timing of larger projects, partly offset by share gains in mid-size ~~building sector.~~projects. Foreign currency impact on sales was nominal in ~~both~~the current-year periods ~~of fiscal 2017 as~~ compared to ~~fiscal 2016.~~the respective prior-year periods.

Operating margin ~~improved 110~~declined 150 basis points and ~~190~~50 basis points for the three- and nine-month periods, respectively, of the current year, ~~respectively,~~ compared to the same periods in the prior ~~year,~~year. The declines in both periods were driven by reduced operating leverage on lower volume, ~~growth in the U.S., improved~~and pricing and mix ~~and~~declines. These negative factors were partially offset by improved manufacturing productivity.

Given the short lead times in this segment, we do not consider backlog to be a significant metric.

Architectural ~~Framing Systems~~Services


	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
(In thousands)	November 26, 2016			November 28, 2015			% Change		November 26, 2016			November 28, 2015			% Change		December 2, 2017			November 26, 2016			% Change		December 2, 2017			November 26, 2016			% Change
Net sales	$	90,850		$	76,419		18.9	%	$	264,212		$	228,990		15.4	%	$	49,077		$	64,380		(23.8	)%	$	146,056		$	204,934		(28.7	)%
Operating income	11,838			9,244			28.1	%	35,070			24,197			44.9	%	2,547			4,918			(48.2	)%	4,102			14,336			(71.4	)%
Operating margin	13.0		%	12.1		%			13.3		%	10.6		%			5.2		%	7.6		%			2.8		%	7.0		%

Architectural ~~Framing Systems~~Services net sales ~~increased $14.4~~decreased $15.3 million, or ~~18.9~~23.8 percent, and ~~$35.2~~$58.9 million, or ~~15.4~~28.7 percent, for the three- and nine-month periods, respectively, ended ~~November 26, 2016, respectively, over the same periods in the prior year, primarily due to volume growth across all four businesses in this segment.~~

Operating margin improved 90 basis points and 270 basis points for the three- and nine-month periods of the current year, respectively, compared to the same periods of the prior year, as a result of volume growth and improved productivity.

~~Architectural Services~~

Three Months Ended Nine Months Ended
(In thousands) November 26,
2016 November 28,
2015
%
Change
November 26,
2016 November 28,
2015
%
Change
Net sales $ 64,380
$ 61,244
5.1 % $ 204,934
$ 169,093
21.2 %
Operating income 4,918
3,702
32.8 % 14,336
6,063
136.5 %
Operating margin 7.6 % 6.0 % 7.0 % 3.6 %

~~Architectural Services net sales increased $3.1 million, or 5.1 percent, and $35.8 million, or 21.2 percent, for the three- and nine-month periods ended November 26, 2016, respectively,~~December 2, 2017, over the same periods in the prior year, primarily due to year-on-year timing of project activity.

Table of Contents

Operating margin ~~improved 160~~declined 240 basis points and ~~340~~420 basis points for the three- and nine-month periods, respectively, of the current year, over the same periods in the prior year, due to lower volume leverage on fixed project management, engineering and manufacturing costs.

As of December 2, 2017, backlog in this segment grew to approximately $346 million, compared to approximately $255 million at fiscal year-end.

Large-Scale Optical (LSO)



	Three Months Ended								Nine Months Ended
(In thousands)	December 2, 2017			November 26, 2016			% Change		December 2, 2017			November 26, 2016			% Change
Net sales	$	26,003		$	22,084		17.7	%	$	64,897		$	63,382		2.4	%
Operating income	6,724			5,910			13.8	%	15,022			15,613			(3.8	)%
Operating margin	25.9		%	26.8		%			23.1		%	24.6		%

LSO net sales increased $3.9 million, or 17.7 percent, and $1.5 million, or 2.4 percent, for the three- and nine-month periods ended December 2, 2017, respectively, over the comparable prior-year periods, as a result of strong customer orders, partly due to timing, and success in new display markets.

Operating margin declined 90 basis points and 150 basis points for the three- and nine-month periods of the current year, respectively, ~~compared to~~over the same periods ofin the prior year, due to ~~good execution~~accrual of additional incentive compensation on ~~projects with better margins and leveraging volume growth.~~

~~Large-Scale Optical (LSO)~~

Three Months Ended Nine Months Ended
(In thousands) November 26, 2016 November 28, 2015
%
Change
November 26, 2016 November 28, 2015
%
Change
Net sales $ 22,084
$ 24,211
(8.8 )% $ 63,382
$ 66,874
(5.2 )%
Operating income 5,910
7,621
(22.5 )% 15,613
18,132
(13.9 )%
Operating margin 26.8 % 31.5 % 24.6 % 27.1 %

LSO net sales declined $2.1 million, or 8.8 percent, and $3.5 million, or 5.2 percent, for the three- and nine-month periods ended November 26, 2016, respectively, over the comparative prior-year periods, due to softer than expected custom picture framing end markets.

~~Operating margin declined 470 basis points and 250 basis points for the three- and nine-month periods of~~stronger current-year performance. In the current ~~year, respectively, compared to the same periods of the prior year, as a result of the lower~~quarter, this was partially offset by improved operating leverage on increased volume.

~~Backlog~~

~~Backlog represents~~Given the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which is expected to be recognized as revenue in the near-term. Backlog is not a term defined under U.S. GAAP and is not a measure of contract profitability. Backlog should not be used as the sole indicator of our future revenue and earnings. In addition to projects considered to be backlog, we have a substantial amount of projects with short lead times ~~that book-and-bill within the same reporting period, which are not included in this metric.~~

Architectural Glass segment backlog as of November 26, 2016, was $84.6 million, compared to $90.7 million at the end of the prior quarter. This segment has strategically shortened lead-times with capability and productivity improvements in order to reach new markets. As a result, there is a higher level of book-and-bill activity within quarters. In each period, backlog includes approximately $10 million of intersegment orders.

Architectural Framing Systems segment backlog has grown from $130.5 million at the end of the prior quarter to $164.1 million at November 26, 2016, due to recent increased order activity, particularly of longer lead-time contracts. Approximately half the revenue in this segment, ~~is derived from smaller projects and book-and-bill activity within the quarter.~~

~~Backlog in the Architectural Services segment has declined from $236.1 million at the end of the prior quarter~~we do not consider backlog to ~~$195.5 million at November 26, 2016, due to timing of signed contracts. As a project does not enter backlog until a contract is signed, this timing can have~~be a significant impact on this segment's backlog. In the Architectural Services segment, we have additional visibility beyond backlog because projects awarded, verbal commitments and bidding activities are monitored separately and are not included in backlog until a contract is signed.

~~Backlog is not a significant metric for the LSO segment, as orders are typically booked and billed within a few days.~~metric.

Liquidity and Capital Resources


Selected cash flow data	Nine Months Ended						Nine Months Ended
(In thousands)	November 26, 2016			November 28, 2015			December 2, 2017			November 26, 2016
Operating Activities
Net cash provided by operating activities	$	70,481		$	86,167		$	66,239		$	72,815
Investing Activities
Capital expenditures	(44,548		)	(26,757		)	(38,946		)	(44,548		)
Acquisition of business, net of cash acquired							(184,826		)	—
Change in restricted cash	(14,884		)	—			7,834			(14,884		)
Net sales (purchases) of marketable securities	682			(60,786		)
Financing Activities
Proceeds from issuance of debt							314,700			—
Payments on debt							(150,700		)	—
Repurchase and retirement of common stock	(10,817		)	(7,257		)	(10,833		)	(10,817		)
Dividends paid	(10,687		)	(9,632		)	(11,971		)	(10,687		)

Operating Activities.Cash provided by operating activities was ~~$70.5~~$66.2 million for the first nine months of fiscal ~~2017,~~2018, decreasing ~~$15.7~~$6.6 million ~~over~~compared to the ~~prior year~~prior-year period, as a result of increased working capital investment due to ~~timing of working capital and tax payments, partially offset by increased profitability.~~reduced accrued expenses.

Investing Activities. InNet cash used in investing activities was $215.6 million the first nine months of fiscal ~~2017,~~2018, primarily due to the cash paid for the acquisition of EFCO, while in the first nine months of the prior year, net cash used by investing activities ~~was~~of $59.2 million ~~compared to $91.4 million in the same period last year. Current year usage was mainly in the form of capital expenditures, while the prior year~~ was driven by ~~net purchases of short-term marketable securities. In relation to our New Markets Tax Credit transaction,~~capital expenditures. Additionally, in fiscal 2018, we ~~also hold $14.9~~released the remaining $7.8 million of cash ~~in the current year,~~that was restricted for investment in our oversized glass fabrication project inwithin our Architectural Glass ~~segment expected~~segment. We estimate fiscal 2018 capital expenditures to ~~take place over the next six~~be $55 to ~~nine months (see Note 13 for additional discussion).~~$60 million, as we continue to invest in productivity and capabilities.

We expect total fiscal 2017 capital expenditures to be approximately $70 million, primarily used to increase our product capabilities. In particular, we are investing in the oversized glass fabrication project, and to increase our manufacturing productivity across our reporting segments.

~~We continue to~~continually review our portfolio of businesses and their assets in comparison to our internal strategic and performance objectives. As part of this review, we may acquire other businesses, pursue geographic expansion, take actions to manage capacity and/or further invest in, fully divest and/or sell parts of our current businesses. As a result, on January 5, 2018 we announced a plan to close the St. George, UT architectural glass manufacturing facility in March 2018, enabled by our investments in productivity and increased capabilities, which have led to an increase in capacity.

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Financing Activities. ~~In November 2016,~~At December 2, 2017, we ~~amended~~had outstanding borrowings under our ~~committed revolving~~ credit facility ~~as described in Note 9, and now have a limit~~ of ~~$175 million, with the ability to expand to $275~~$209.0 million. As defined within our amended committed revolving credit facility, we are required to comply with two financial covenants. These financial covenants require us to stay below a maximum leverage ratio and to maintain a minimum interest coverage ratio. At ~~November 26, 2016,~~December 2, 2017, we were in compliance with both financial covenants.

~~Our Board of Directors has authorized a share repurchase program.~~ We repurchased 250,001 shares under the program, for a total cost of $10.8 million during the current third-quarter and nine-month periods. In the prior year third-quarter and nine-month periods, we repurchased 150,000 shares under the program for a total cost of $7.3 million. We have repurchased a total of 3,307,633 shares, at a total cost of $72.3 million, since the inception of this program. We have remaining authority to repurchase 942,367 shares under this program, which has no expiration date. We also paid dividends totaling ~~$10.7~~$12.0 million ($~~0.375~~0.42 per share) in the first nine months of fiscal ~~2017.~~2018. As of December 2, 2017, we repurchased 200,000 shares under our authorized share repurchase program, for a total cost of $10.8 million; all such repurchases were made in the second quarter. In fiscal 2017, we repurchased 250,001 shares under this program, for a total cost of $10.8 million; all such repurchases were made in the third quarter. Subsequent to the end of the quarter, we purchased 246,299 shares under the program, at a total cost of $11.1 million. Including these shares, we have purchased a total of 3,753,932 shares, at a cost of $94.2 million, since the fiscal 2004 inception of this program. In January 2018, our repurchase authority under this program increased by 1,000,000 shares. As a result of both of these actions, we have remaining authority to repurchase 1,496,068 shares.

Other Financing Activities. The following summarizes our significant contractual obligations that impact our liquidity as of ~~November 26, 2016~~December 2, 2017:


	Payments Due by Fiscal Period														Payments Due by Fiscal Period
(In thousands)	2017 Remaining		2018		2019		2020		2021		Thereafter		Total		Remainder of Fiscal 2018		Fiscal 2019		Fiscal 2020		Fiscal 2021		Fiscal 2022		Thereafter		Total
Long-term debt obligations	$	—	$	—	$	—	$	—	$	5,400	$	15,000	$	20,400	$	597	$	1,583	$	108	$	5,508	$	211,108	$	13,022	$	231,926
Operating leases (undiscounted)	2,987		8,683		7,891		6,507		4,006		4,981		35,055		3,615		13,546		11,493		8,477		7,626		21,232		65,989
Purchase obligations	73,080		67,693		759		197		—		—		141,729		48,572		67,615		2,247		1,230		1,230		—		120,894
Total cash obligations	$	76,067	$	76,376	$	8,650	$	6,704	$	9,406	$	19,981	$	197,184	$	52,784	$	82,744	$	13,848	$	15,215	$	219,964	$	34,254	$	418,809

The long-term debt obligations due in fiscal 2022 relate primarily to borrowings under our committed revolving credit facility. From time to time, we acquire the use of certain assets through operating leases, such as warehouses, vehicles, forklifts, office equipment, hardware, software and some manufacturing equipment. Many of these operating leases have termination penalties. However, because the assets are used in the conduct of our business operations, it is unlikely that any significant portion of these operating leases would be terminated prior to the normal expiration of their lease terms. Therefore, we consider the risk related to termination penalties to be minimal.

Purchase obligations in the table above relate to raw material commitments and capital expenditures.

We expect to make contributions of $1.0 million to our defined-benefit pension plans in fiscal ~~2017,~~2018, which will equal or exceed our minimum funding requirements.

As of ~~November 26, 2016~~December 2, 2017, we had reserves of ~~$5.3~~$5.4 million and ~~$1.5~~$1.4 million for unrecognized tax benefits and environmental liabilities, respectively. We currently expect approximately ~~$0.5~~$0.3 million of the unrecognized tax benefits to lapse during the next 12 months. We are unable to reasonably estimate in which future periods the remaining unrecognized tax benefits and environmental liabilities will ultimately be settled. We are currently in the process of evaluating information to determine the impact the recently enacted Tax Cuts and Jobs Act will have on our accounting for income taxes.

At ~~November 26, 2016~~December 2, 2017, we had a total of $26.3 million of ongoing letters of credit related to industrial revenue bonds and construction contracts that expire in fiscal 2018 and reduce availability of funds under our committed credit facility. ~~The letters of credit by expiration period are:~~

Amount of Commitment Expiration Per Fiscal Period
(In thousands) 2017 Remaining 2018 2019 2020 2021 Thereafter Total
Standby letters of credit $ —
$ 20,982
$ —
$ —
$ —
$ 2,500
$ 23,482

In addition to the above standby letters of credit, we are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance by us. At ~~November 26, 2016, $113.2~~December 2, 2017, $86.4 million of our backlog was bonded by performance bonds with a face value of ~~$327.5~~$310.0 million. Performance bonds do not have stated expiration dates, as we are generally released from the bonds upon completion of the contract. We have never been required to make any payments related to these performance bonds with respect to any of our current portfolio of businesses.

Due to our ability to generate strong cash from operations and borrowing capability under our committed revolving credit facility, we ~~have significant financial flexibility. We~~ believe that our sources of liquidity will continue to be adequate to fund our working capital requirements, planned capital expenditures and dividend payments for at least the next 12 months.

~~Subsequent Event~~

~~On December 14, 2016, we~~

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Non-GAAP Measures

We analyze non-GAAP measures for adjusted net earnings, adjusted earnings per diluted common share and adjusted operating income. These measures are used by management to evaluate the Company's financial performance on a more consistent basis and improve comparability of results from period to period, because they exclude certain amounts that management does not consider to be part of the Company's core operating results. Examples of items excluded to arrive at these adjusted measures may include the impact of acquisition-related costs, amortization of short-lived acquired ~~substantially all~~intangibles associated with backlog and non-recurring restructuring costs. These non-GAAP measures should be viewed in addition to, and not as an alternative to, the ~~assets~~reported financial results of ~~Sotawall Inc., a privately-held curtainwall design~~the company prepared in accordance with GAAP. The non-GAAP measures presented below may differ from similar measures used by other companies.

The following table reconciles net earnings to adjusted net earnings and ~~fabrication company based in Toronto, Canada, for approximately $135 million (USD).~~ earnings per diluted common share to adjusted earnings per diluted common share.



	Three Months Ended							Nine Months Ended
(In thousands, except per share data)	December 2, 2017			November 26, 2016		% Change		December 2, 2017			November 26, 2016		% Change
Net earnings	$	23,646		$	22,552	5	%	$	57,159		$	62,671	(9	)%
Amortization of short-lived acquired intangibles	2,924			—		N/M		7,608			—		N/M
Acquisition-related costs	423			—		N/M		4,840			—		N/M
Income tax impact on above adjustments⁽¹⁾	(974		)	—		N/M		(4,120		)	—		N/M
Adjusted net earnings	$	26,019		$	22,552	15	%	$	65,487		$	62,671	4	%

Earnings per diluted common share	$	0.82		$	0.78	5	%	$	1.98		$	2.17	(9	)%
Amortization of short-lived acquired intangibles	0.10			—		N/M		0.26			—		N/M
Acquisition-related costs	0.01			—		N/M		0.17			—		N/M
Income tax impact on above adjustments⁽¹⁾	(0.03		)	—		N/M		(0.14		)	—		N/M
Adjusted earnings per diluted common share	$	0.90		$	0.78	15	%	$	2.27		$	2.17	5	%
⁽¹⁾ Income tax impact on adjustments was calculated using the quarterly effective income tax rate of 29.1% and the nine-month period effective income tax rate of 33.1%.

The ~~acquisition was funded through a combination~~following table reconciles operating income (loss) to adjusted operating income (loss).



	Framing Systems Segment				Corporate			Consolidated
(In thousands)	Operating income		Operating margin		Operating income (loss)			Operating income		Operating margin
Three Months Ended December 2, 2017
Operating income (loss)	$	18,452	9.5	%	$	(2,295	)	$	34,535	9.7	%
Amortization of short-lived acquired intangibles	2,924		1.5		—			2,924		0.8
Acquisition-related costs	—		—		423			423		0.1
Adjusted operating income (loss)	$	21,376	11.0	%	$	(1,872	)	$	37,882	10.6	%
Three Months Ended November 26, 2016
Operating income (loss)⁽¹⁾	$	11,838	13.0	%	$	(1,115	)	$	33,259	12.1	%

Nine Months Ended December 2, 2017
Operating income (loss)	$	46,958	9.5	%	$	(8,354	)	$	86,415	8.9	%
Amortization of short-lived acquired intangibles	7,608		1.5		—			7,608		0.8
Acquisition-related costs	—		—		4,840			4,840		0.5
Adjusted operating income (loss)	$	54,566	11.1	%	$	(3,514	)	$	98,863	10.2	%
Nine Months Ended November 26, 2016
Operating income (loss)⁽¹⁾	$	35,070	13.3	%	$	(3,317	)	$	92,557	11.5	%
(1) Expenses related to amortization of short-lived acquired intangibles and acquisition-related costs are not applicable to the three- and nine-month periods ended November 26, 2016, and therefore no adjustments have been made.

Table of approximately $70 million of existing cash and short-term investments and approximately $65 million from our committed revolving line of credit. Purchase accounting will be performed in the fourth quarter and the acquired company will be included within our Architectural Framing Systems reporting segment. Results of operations for Sotawall will be included in our consolidated financial statements from the date of acquisition.Contents

Outlook

The following statements are based on our current expectations for full-year fiscal 2018 results, not including any estimated impact from the 2017 ~~results~~Tax Cuts and ~~do not include the impact of the recent acquisition.~~Jobs Act. These statements are forward-looking, and actual results may differ materially. We are currently expecting:

Revenue growth of approximately 1020 percent over fiscal ~~2016.~~2017.

~~Gross~~Operating margin of ~~approximately 26.7~~8.6 percent ~~and operating margin of approximately 11.5~~to 8.9 percent.

Earnings per diluted share of ~~$2.85~~$2.58 to ~~$2.95.~~$2.68.


•	Adjusted operating margin of 10.1 to 10.4 percentand adjusted earnings per diluted share of $3.04 to $3.14⁽¹⁾.

Capital expenditures of $55 to $60 million.

⁽¹⁾Adjusted operating margin and adjusted earnings per diluted share exclude the impact of amortization of short-lived acquired intangible assets associated with the acquired backlog of Sotawall and EFCO of $7 million (after tax, $0.24 per diluted share) and acquisition-related costs for EFCO of approximately ~~$70 million.~~$3.1 million (after tax, $0.11 per diluted share). These two adjustments have a combined approximate 100 basis point negative impact on operating margin. Adjusted operating margin and adjusted earnings per diluted share also exclude the impact of planned fourth-quarter restructuring charges of approximately $4.5 million (after tax, $0.11 per diluted share). These non-GAAP measures are used by management to evaluate the Company's historical and prospective financial performance, measure operational profitability on a more consistent basis, and provide enhanced transparency to the investment community. These non-GAAP measures should be viewed in addition to, and not as an alternative to, the financial results of the company prepared in accordance with GAAP.

Related Party Transactions

No material changes have occurred in the disclosure with respect to our related party transactions set forth in our Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016.~~March 4, 2017.

Critical Accounting Policies

No material changes have occurred in the disclosure of our critical accounting policies set forth in our Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016.~~March 4, 2017.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

No material changes have occurred to the disclosures of quantitative and qualitative market risk set forth in our Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016.~~March 4, 2017.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


b)	Changes in internal controls: There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended ~~November 26, 2016~~December 2, 2017, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

The Company has been 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’s construction supply and services businesses are 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 employment practices, workers compensation, general liability and automobile claims. Although it is very difficult to accurately predict the outcome of such proceedings, facts currently available indicate that no such claims will result in losses that would have a material adverse effect on the results of operations, cash flows or financial condition of the Company.


Item 1A.	Risk Factors

There have been no material changes or additions to our risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended ~~February 27, 2016~~March 4, 2017.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

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The following table provides information with respect to purchases made by the Company of its own stock during the third quarter of fiscal ~~2017:~~2018:

Period
Total Number
of Shares
Purchased (a)

Average Price
Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
Maximum
Number of
Shares that May
Yet Be
Purchased
under the Plans
or Programs (b)
August 28, 2016 through September 24, 2016 —
$ —
—
1,192,368
September 25, 2016 through October 22, 2016 —
44.23
150,001
1,042,367
October 23, 2016 through November 26, 2016 —
42.07
100,000
942,367
Total —
$ 43.64
250,001
942,367



Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (b)
September 3, 2017 to September 30, 2017	—	$	—	—	742,367
October 1, 2017 to October 28, 2017	—	—		—	742,367
October 29, 2017 to December 2, 2017	304	46.80		—	742,367
Total	304	$	46.80	—	742,367


(a)	The shares in this column represent the total number of shares that were repurchased by us pursuant to our publicly announced repurchase program, plus the shares surrendered to us by plan participants to satisfy stock-for-stock option exercises or withholding tax obligations related to share-based compensation.

(b)

In fiscal 2004, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock, which was announced on April 10, 2003. Subsequently, the Board of Directors increased the authorization by 750,000 shares, which was announced on January 24, 2008; by 1,000,000 shares, which was announced on October 8, 2008; and by 1,000,000 shares, which was announced on January 13, 2016. The repurchase program does not have an expiration date.


Item 6.	Exhibits



10.1	~~Second Amended and Restated Credit Agreement, dated November 2, 2016, by and among~~ Third Amendment to the Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and U.S. Bank National Association, as Syndication Agent and Issuing Lender. Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 4, 2016. 2011 Deferred Compensation Plan, dated October 5, 2017.

~~10.2~~ 31.1	Asset Purchase Agreement between Sotawall, Inc., Juan A. Speck and WPP Acquisition Corporation, dated December 14, 2016. Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 20, 2016.

~~31.1~~	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~November 26, 2016~~December 2, 2017 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of ~~November 26, 2016~~December 2, 2017 and ~~February 27, 2016,~~March 4, 2017, (ii) the Consolidated Results of Operations for the three and nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ (iii) the Consolidated Statements of Comprehensive Earnings for the three and nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ (iv) the Consolidated Statements of Cash Flows for the nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ (v) the Consolidated Statements of Shareholders' Equity for the nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ and (vi) Notes to Consolidated Financial Statements.

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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 ~~5, 2017~~11, 2018	By: /s/ Joseph F. Puishys
		Joseph F. Puishys President and Chief Executive Officer (Principal Executive Officer)



Date: January ~~5, 2017~~11, 2018	By: /s/ James S. Porter
		James S. Porter Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibit Index to Form 10-Q for the Period Ended ~~November 26, 2016~~December 2, 2017



10.1	~~Second Amended and Restated Credit Agreement, dated November 2, 2016, by and among~~Third Amendment to the Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and U.S. Bank National Association, as Syndication Agent and Issuing Lender. Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 4, 2016.

~~10.2~~	~~Asset Purchase Agreement between Sotawall Inc., Juan A. Speck and WPP Acquisition Corporation,~~ 2011 Deferred Compensation Plan, dated ~~December 14, 2016. Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 20, 2016.~~October 5, 2017.

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~November 26, 2016~~December 2, 2017 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of ~~November 26, 2016~~December 2, 2017 and ~~February 27, 2016,~~March 4, 2017, (ii) the Consolidated Results of Operations for the three and nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ (iii) the Consolidated Statements of Comprehensive Earnings for the three and nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ (iv) the Consolidated Statements of Cash Flows for the nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ (v) the Consolidated Statements of Shareholders' Equity for the nine months ended December 2, 2017 and November 26, 2016, ~~and November 28, 2015,~~ and (vi) Notes to Consolidated Financial Statements.

2326



		Page
PART I	Financial Information

Item 1.	Financial Statements (Unaudited):

	Consolidated Balance Sheets	34

	Consolidated Results of Operations	45

	Consolidated Statements of Comprehensive Earnings	56

	Consolidated Statements of Cash Flows	67

	Consolidated Statements of Shareholders' Equity	78

	Notes to Consolidated Financial Statements	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2023

Item 4.	Controls and Procedures	2023

PART II	Other Information

Item 1.	Legal Proceedings	2023

Item 1A.	Risk Factors	2023

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2023

Item 6.	Exhibits	2124

Signatures		2225



(In thousands, except stock data)	November 26, 2016			February 27, 2016
Assets
Current assets
Cash and cash equivalents	$	51,599		$	60,470
Short-term available for sale securities	30,635			30,173
Restricted cash	14,884			—
Receivables, net of allowance for doubtful accounts	188,442			172,832
Inventories	73,161			63,386
Deferred tax assets	—			1,820
Other current assets	6,770			8,112
Total current assets	365,491			336,793
Property, plant and equipment, net	229,556			202,462
Available for sale securities	10,962			12,519
Deferred tax assets	395			—
Goodwill	74,308			73,996
Intangible assets	19,460			19,862
Other non-current assets	17,073			11,808
Total assets	$	717,245		$	657,440
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	65,087		$	64,762
Accrued payroll and related benefits	42,132			39,946
Accrued self-insurance reserves	8,581			7,818
Other current liabilities	32,369			29,339
Billings in excess of costs and earnings on uncompleted contracts	36,786			31,890
Accrued income taxes	3,439			3,626
Total current liabilities	188,394			177,381
Long-term debt	20,400			20,400
Long-term self-insurance reserves	8,008			7,137
Deferred tax liabilities	—			4,972
Other non-current liabilities	48,266			41,355
Commitments and contingent liabilities (Note 13)
Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,646,488 and 28,683,948, respectively	9,549			9,561
Additional paid-in capital	148,379			145,528
Retained earnings	323,070			282,477
Common stock held in trust	(863		)	(837		)
Deferred compensation obligations	863			837
Accumulated other comprehensive loss	(28,821		)	(31,371		)
Total shareholders’ equity	452,177			406,195
Total liabilities and shareholders’ equity	$	717,245		$	657,440