UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________



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

For the quarterly period ended May ~~30, 2020~~

29, 2021



☐			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.)

~~Minnesota~~

~~41-0919654~~

~~(State or other jurisdiction of incorporation or organization)~~

~~(I.R.S. Employer Identification No.)~~

4400 West 78th Street, Suite 520

Minneapolis

Minnesota

55435

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

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

_________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.33 1/3 per share

APOG

~~NASDAQ Global Select~~The Nasdaq Stock Market LLC

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 every Interactive Data File required to be submitted 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 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, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

~~Large accelerated filer~~

~~Accelerated filer~~

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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.

☐

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

As of ~~July 7, 2020, 26,356,670~~June 28, 2021, 25,526,814 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~~

Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS

(unaudited)


(In thousands, except stock data)	May 29, 2021		February 27, 2021
Assets
Current assets
Cash and cash equivalents	$	36,469	$	47,277

Receivables, net	172,433		175,917
Inventories	70,867		72,823
Costs and earnings on contracts in excess of billings	28,390		29,497
Other current assets	23,973		25,160
Total current assets	332,132		350,674
Property, plant and equipment, net	292,296		298,443
Operating lease right-of-use assets	56,277		58,864
Goodwill	131,461		130,098
Intangible assets	131,980		130,053
Other non-current assets	46,557		46,967
Total assets	$	990,703	$	1,015,099
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	74,312	$	76,204
Accrued payroll and related benefits	37,041		50,125

Billings on contracts in excess of costs and earnings	16,873		22,789
Operating lease liabilities	12,438		13,251
Current portion of debt	3,000		2,000
Other current liabilities	44,541		53,183
Total current liabilities	188,205		217,552
Long-term debt	162,000		163,000
Non-current operating lease liabilities	47,184		48,439
Non-current self-insurance reserves	25,784		24,880
Other non-current liabilities	69,979		68,483
Commitments and contingent liabilities (Note 8)
Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 25,605,924 and 25,713,688 respectively	8,535		8,571
Additional paid-in capital	158,341		154,958
Retained earnings	352,130		357,243


Accumulated other comprehensive loss	(21,455)		(28,027)
Total shareholders’ equity	497,551		492,745
Total liabilities and shareholders’ equity	$	990,703	$	1,015,099

(In thousands, except stock data) May 30, 2020 February 29, 2020
Assets
Current assets
Cash and cash equivalents $ 11,636
$ 14,952
Receivables, net of allowance for doubtful accounts 156,304
196,806
Inventories 75,285
71,089
Costs and earnings on contracts in excess of billings 65,980
73,582
Other current assets 21,488
25,481
Total current assets 330,693
381,910
Property, plant and equipment, net 320,073
324,386
Operating lease right-of-use assets 49,911
52,892
Goodwill 190,544
185,516
Intangible assets 136,071
140,191
Other non-current assets 44,332
44,096
Total assets $ 1,071,624
$ 1,128,991
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable $ 62,369
$ 69,056
Accrued payroll and related benefits 25,630
40,119
Billings on contracts in excess of costs and earnings 15,321
32,696
Operating lease liabilities 10,462
11,272
Current portion of debt 155,400
5,400
Other current liabilities 110,348
118,314
Total current liabilities 379,530
276,857
Long-term debt 55,500
212,500
Non-current operating lease liabilities 40,814
43,163
Non-current self-insurance reserves 24,140
22,831
Other non-current liabilities 67,496
56,862
Commitments and contingent liabilities (Note 8)
Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 26,368,864 and 26,443,166 respectively 8,790
8,814
Additional paid-in capital 153,862
154,016
Retained earnings 382,225
388,010
Common stock held in trust (696 ) (685 )
Deferred compensation obligations 696
685
Accumulated other comprehensive loss (40,733 ) (34,062 )
Total shareholders’ equity 504,144
516,778
Total liabilities and shareholders’ equity $ 1,071,624
$ 1,128,991

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

(unaudited)


	Three Months Ended
(In thousands, except per share data)	May 29, 2021		May 30, 2020
Net sales	$	326,006	$	289,095
Cost of sales	258,296		228,844
Gross profit	67,710		60,251
Selling, general and administrative expenses	51,668		53,782
Operating income	16,042		6,469

Interest expense, net	1,238		1,414
Other expense, net	315		1,049
Earnings before income taxes	14,489		4,006
Income tax expense	3,672		1,130
Net earnings	$	10,817	$	2,876
Earnings per share - basic	$	0.43	$	0.11
Earnings per share - diluted	$	0.42	$	0.11
Weighted average basic shares outstanding	25,402		26,168
Weighted average diluted shares outstanding	25,822		26,418

Three Months Ended
(In thousands, except per share data) May 30, 2020 June 1, 2019
Net sales $ 289,095
$ 355,365
Cost of sales 228,844
274,398
Gross profit 60,251
80,967
Selling, general and administrative expenses 53,782
57,926
Operating income 6,469
23,041
Interest and other expense, net 2,463
2,611
Earnings before income taxes 4,006
20,430
Income tax expense 1,130
4,987
Net earnings $ 2,876
$ 15,443
Earnings per share - basic $ 0.11
$ 0.58
Earnings per share - diluted $ 0.11
$ 0.58
Weighted average basic shares outstanding 26,168
26,597
Weighted average diluted shares outstanding 26,418
26,843

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(unaudited)


	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Net earnings	$	10,817	$	2,876
Other comprehensive earnings (loss):
Unrealized gain on marketable securities, net of $0 and $26 of tax expense, respectively	0		97
Unrealized gain (loss) on derivative instruments, net of $211 and $(189) of tax expense (benefit), respectively	692		(617)
Foreign currency translation adjustments	5,880		(6,151)
Other comprehensive earnings (loss)	6,572		(6,671)
Total comprehensive earnings (loss)	$	17,389	$	(3,795)

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Net earnings $ 2,876
$ 15,443
Other comprehensive (loss) earnings:
Unrealized gain on marketable securities, net of $26 and $47 of tax expense, respectively 97
181
Unrealized (loss) gain on derivative instruments, net of ($189) and $2 of tax (benefit) expense, respectively (617 ) 5
Foreign currency translation adjustments (6,151 ) (2,560 )
Other comprehensive loss (6,671 ) (2,374 )
Total comprehensive (loss) earnings $ (3,795 ) $ 13,069

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Operating Activities
Net earnings	$	10,817	$	2,876
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	12,980		12,540
Share-based compensation	1,674		1,406
Deferred income taxes	941		(738)


Noncash lease expense	3,098		2,945
Other, net	58		1,039
Changes in operating assets and liabilities:
Receivables	4,455		39,650
Inventories	2,252		(4,700)
Costs and earnings on contracts in excess of billings	1,205		7,558
Accounts payable and accrued expenses	(22,449)		(22,334)
Billings on contracts in excess of costs and earnings	(6,434)		(17,181)
Refundable and accrued income taxes	1,410		2,847
Operating lease liability	(3,113)		(2,781)
Other	(11)		849
Net cash provided by operating activities	6,883		23,976
Investing Activities
Capital expenditures	(4,705)		(8,606)



Other	557		(1,082)
Net cash used by investing activities	(4,148)		(9,688)
Financing Activities
Borrowings on line of credit	0		139,500

Payments on line of credit	0		(146,500)
Proceeds from exercise of stock options	4,115		0
Repurchase and retirement of common stock	(12,625)		(4,731)
Dividends paid	(5,035)		(4,872)
Other	(712)		(731)
Net cash used by financing activities	(14,257)		(17,334)
Decrease in cash and cash equivalents	(11,522)		(3,046)
Effect of exchange rates on cash	714		(270)
Cash, cash equivalents and restricted cash at beginning of year	47,277		14,952
Cash, cash equivalents and restricted cash at end of period	$	36,469	$	11,636
Noncash Activity
Capital expenditures in accounts payable	$	1,058	$	1,458

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Operating Activities
Net earnings $ 2,876
$ 15,443
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 12,540
11,102
Share-based compensation 1,406
1,618
Deferred income taxes (738 ) 6,438
Noncash lease expense 2,945
2,902
Other, net 1,039
(1,762 )
Changes in operating assets and liabilities:
Receivables 39,650
(16,982 )
Inventories (4,700 ) 835
Costs and earnings on contracts in excess of billings 7,558
(6,007 )
Accounts payable and accrued expenses (22,334 ) (15,317 )
Billings on contracts in excess of costs and earnings (17,181 ) (1,198 )
Refundable and accrued income taxes 2,847
(4,369 )
Operating lease liability (2,781 ) (1,517 )
Other 849
(928 )
Net cash provided (used) by operating activities 23,976
(9,742 )
Investing Activities
Capital expenditures (8,606 ) (11,198 )
Other (1,082 ) (824 )
Net cash used by investing activities (9,688 ) (12,022 )
Financing Activities
Borrowings on line of credit 139,500
103,000
Payments on line of credit (146,500 ) (55,500 )
Repurchase and retirement of common stock (4,731 ) (20,010 )
Dividends paid (4,872 ) (4,598 )
Other (731 ) (1,270 )
Net cash (used) provided by financing activities (17,334 ) 21,622
Decrease in cash and cash equivalents (3,046 ) (142 )
Effect of exchange rates on cash (270 ) (143 )
Cash, cash equivalents and restricted cash at beginning of year 14,952
29,241
Cash, cash equivalents and restricted cash at end of period $ 11,636
$ 28,956
Noncash Activity
Capital expenditures in accounts payable $ 1,458
$ 1,667

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		Total Shareholders' Equity
Balance at February 27, 2021	25,714	$	8,571	$	154,958	$	357,243	$	(186)	$	186	$	(28,027)	$	492,745
Net earnings	—	—		—		10,817		—		—		—		10,817
Unrealized gain on marketable securities, net of $0 tax expense	—	—		—		—		—		—		—		—
Unrealized loss on foreign currency hedge, net of $211 tax expense	—	—		—		—		—		—		692		692
Foreign currency translation adjustments	—	—		—		—		—		—		5,880		5,880
Issuance of stock, net of cancellations	90	30		(7)		—		(3)		3		—		23
Share-based compensation	—	—		1,674		—		—		—		—		1,674
Exercise of stock options	179	60		4,055		—		—		—		—		4,115
Share repurchases	(357)	(119)		(2,218)		(10,288)		—		—		—		(12,625)
Other share retirements	(20)	(7)		(121)		(607)		—		—		—		(735)
Cash dividends	—	—		—		(5,035)		—		—		—		(5,035)
Balance at May 29, 2021	25,606	$	8,535	$	158,341	$	352,130	$	(189)	$	189	$	(21,455)	$	497,551

(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 Total Shareholders' Equity
Balance at February 29, 2020 26,443
$ 8,814
$ 154,016
$ 388,010
$ (685 ) $ 685
$ (34,062 ) $ 516,778
Net earnings —
—
—
2,876
—
—
—
2,876
Unrealized gain on marketable securities, net of $26 tax expense —
—
—
—
—
—
97
97
Unrealized loss on foreign currency hedge, net of $189 tax benefit —
—
—
—
—
—
(617 ) (617 )
Foreign currency translation adjustments —
—
—
—
—
—
(6,151 ) (6,151 )
Issuance of stock, net of cancellations 183
62
(39 ) —
(11 ) 11
—
23
Share-based compensation —
—
1,406
—
—
—
—
1,406
Share repurchases (231 ) (77 ) (1,370 ) (3,284 ) —
—
—
(4,731 )
Other share retirements (26 ) (9 ) (151 ) (505 ) —
—
—
(665 )
Cash dividends —
—
—
(4,872 ) —
—
—
(4,872 )
Balance at May 30, 2020 26,369
$ 8,790
$ 153,862
$ 382,225
$ (696 ) $ 696
$ (40,733 ) $ 504,144


(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		Total Shareholders' Equity
Balance at February 29, 2020	26,443	$	8,814	$	154,016	$	388,010	$	(685)	$	685	$	(34,062)	$	516,778
Net earnings	—	—		—		2,876		—		—		—		2,876
Unrealized gain on marketable securities, net of $26 tax expense	—	—		—		—		—		—		97		97
Unrealized loss on foreign currency hedge, net of $189 tax benefit	—	—		—		—		—		—		(617)		(617)
Foreign currency translation adjustments	—	—		—		—		—		—		(6,151)		(6,151)
Issuance of stock, net of cancellations	183	62		(39)		—		(11)		11		—		23
Share-based compensation	—	—		1,406		—		—		—		—		1,406

Share repurchases	(231)	(77)		(1,370)		(3,284)		—		—		—		(4,731)
Other share retirements	(26)	(9)		(151)		(505)		—		—		—		(665)
Cash dividends	—	—		—		(4,872)		—		—		—		(4,872)
Balance at May 30, 2020	26,369	$	8,790	$	153,862	$	382,225	$	(696)	$	696	$	(40,733)	$	504,144

(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 Total Shareholders' Equity
Balance at March 2, 2019 27,015
$ 9,005
$ 151,842
$ 367,597
$ (755 ) $ 755
$ (32,127 ) $ 496,317
Net earnings —
—
—
15,443
—
—
—
15,443
Unrealized gain on marketable securities, net of $47 tax expense —
—
—
—
—
—
181
181
Unrealized gain on foreign currency hedge, net of $2 tax expense —
—
—
—
—
—
5
5
Foreign currency translation adjustments —
—
—
—
—
—
(2,560 ) (2,560 )
Issuance of stock, net of cancellations 79
26
14
—
(12 ) 12
—
40
Share-based compensation —
—
1,618
—
—
—
—
1,618
Share repurchases (532 ) (177 ) (3,051 ) (16,782 ) —
—
—
(20,010 )
Other share retirements (32 ) (11 ) (183 ) (1,266 ) —
—
—
(1,460 )
Cash dividends —
—
—
(4,598 ) —
—
—
(4,598 )
Balance at June 1, 2019 26,530
$ 8,843
$ 150,240
$ 360,394
$ (767 ) $ 767
$ (34,501 ) $ 484,976

See accompanying notes to consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


1.	~~Summary of Significant Accounting Policies~~

1.Summary of Significant Accounting Policies

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 ~~29, 2020~~.27, 2021. We use the same accounting policies in preparing quarterly and annual financial statements. All adjustments necessary for a fair presentation of quarterly and year to date operating results are reflected herein and are of a normal, recurring nature. The results of operations for the ~~three-month~~three-month period ended May ~~30, 2020~~29, 2021 are not necessarily indicative of the results to be expected for the full year.

COVID-19 ~~considerations~~update

~~The ongoing~~During fiscal 2021, as a result of the global COVID-19 pandemic, ~~continues to cause volatility and uncertainty in global markets impacting worldwide economic activity. We have~~we experienced some delays in commercial construction projects and orders ~~as a result of COVID-19. In~~and other disruptions to our Architectural Glass and Architectural Framing segments, orders have been delayed or have slowed, as customers and end markets face some uncertainty and delays in timing of work. In our Architectural Services segment, some construction site closures or project delays have occurred, and job sites have had to adjust to increasedbusiness, including various physical distancing and health-related ~~precautions. Within~~precautions, and we were required to close operations at two facilities in our ~~LSO~~Large-Scale Optical (LSO) segment ~~temporary closure~~for a portion of ~~many retail locations resulted in the shutdown of our factories for most of the first quarter, in response~~fiscal 2021 due to governmental ~~“stay at home” directives.~~orders. We ~~have~~were also ~~been~~ impacted by quarantine-related absenteeism among our production workforce, resulting in labor ~~and capacity~~ constraints at some of our facilities. In the first quarter of fiscal 2022, the negative impacts on our business due to the COVID-19 pandemic have moderated. The extent to which COVID-19 will continue to impact our business in the future will depend in part on ~~future developments and~~the effectiveness of ongoing public health ~~advancements,~~initiatives, which ~~are highly uncertain~~have been boosted by vaccine production and cannot be predicted with confidence. However, towards the end of our first quarter and into the second quarter, we began to see some early signs of improvement, including the gradual reopening of retailers, moderating project delays and fewer workforce absences.distribution.

Furthermore, in response to COVID-19, we have implemented a variety of countermeasures to promote the health and safety of our employees during this pandemic, including health screening, physical distancing practices, enhanced cleaning, use of personal protective equipment, business travel restrictions, and remote work capabilities, in addition to quarantine-related paid leave and other employee assistance programs.

Adoption of new accounting standards

In the current quarter, we adopted the guidance in ASU ~~2016-13,~~2019-12, ~~Measurement of Credit Losses~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU removed exceptions on ~~Financial Instruments.~~ ~~The guidance provides~~intra-period tax allocations and reporting and provided simplification on accounting for a new impairment model on financial instruments which is based on expected credit losses, which was applied following a modified retrospective approach. Additionally, the new guidance makes targeted improvements to the impairment model for certain available-for-sale debt securities, including eliminating the concept of "other than temporary" from that model. The portion of the guidance related to available-for-sale debt securities was adopted following a prospective approach.franchise taxes, tax basis goodwill and tax law changes. The adoption of this ASU did not have a significant impact on ~~earnings~~the consolidated financial statements.

In the current quarter, we adopted the guidance in ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The adoption of this ASU did not have a significant impact on the consolidated financial ~~condition. Refer to additional disclosures in Notes 2 and 4.~~statements.

Subsequent events

We have evaluated subsequent events for potential recognition and disclosure through the date of this ~~filing~~filing. Subsequent to the end of the quarter, we purchased 86,933 shares of stock under our authorized share repurchase program, at a total cost of $3.4 million.

2.Revenue, Receivables and ~~determined that there were no subsequent events that required recognition or disclosure in the consolidated financial statements other than as described in Note 8.~~Contract Assets and Liabilities


2.	~~Revenue, Receivables and Contract Assets and Liabilities~~

Revenue

The following table disaggregates total revenue by timing of recognition (see Note 12 for disclosure of revenue by segment):


	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Recognized at shipment	$	140,283	$	116,163
Recognized over time	185,723		172,932
Total	$	326,006	$	289,095

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Recognized at shipment $ 116,163
$ 155,265
Recognized over time 172,932
200,100
Total $ 289,095
$ 355,365

Receivables

Receivables reflected in the financial statements represent the net amount expected to be collected. An allowance for credit losses is established based on expected losses. Expected losses are estimated by reviewing individual accounts, considering aging, financial condition of the debtor, recent payment history, current and forecast economic conditions and other relevant factors. Upon billing, aging of receivables is monitored until collection. An account is considered current when it is within agreed upon payment terms. An account is written off when it is determined that the asset is no longer collectible. Retainage on construction contracts represents amounts withheld by our customers on long-term projects until the project reaches a level of completion where amounts are released.

(In thousands) May 30, 2020 February 29, 2020
Trade accounts $ 122,092
$ 141,126
Construction contracts 12,630
20,808
Contract retainage 23,778
37,341
Total receivables 158,500
199,275
Less: allowance for credit losses (2,196 ) (2,469 )
Net receivables $ 156,304
$ 196,806

Table of Contents


(In thousands)	May 29, 2021		February 27, 2021
Trade accounts	$	123,501	$	120,534
Construction contracts	2,181		12,163
Contract retainage	49,006		45,167
Total receivables	174,688		177,864
Less: allowance for credit losses	2,255		1,947
Net receivables	$	172,433	$	175,917

The following table summarizes the activity in the allowance for credit losses:


(In thousands)	May 29, 2021		February 27, 2021
Beginning balance	$	1,947	$	2,469
Additions charged to costs and expenses	332		389
Deductions from allowance, net of recoveries	(69)		(887)
Other changes (1)	45		(24)
Ending balance	$	2,255	$	1,947
(1) Result of foreign currency effects

(In thousands) May 30, 2020
Beginning balance $ 2,469
Additions charged to costs and expenses 69
Deductions from allowance, net of recoveries (274 )
Other changes ⁽¹⁾
(68 )
Ending balance $ 2,196
⁽¹⁾Result of foreign currency effects

Contract assets and liabilities

Contract assets consist of retainage, costs and earnings in excess of billings and other unbilled amounts typically generated when revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts. Retainage is classified within receivables and deferred revenue is classified within other current liabilities on our consolidated balance sheets.

The time period between when performance obligations are complete and when payment is due is not significant. In certain of our businesses that recognize revenue over time, progress billings follow an agreed-upon schedule of values, and retainage is withheld by the customer until the project reaches a level of completion where amounts are released.


(In thousands)	May 29, 2021		February 27, 2021
Contract assets	$	77,396	$	74,664
Contract liabilities	18,955		25,000

(In thousands) May 30, 2020 February 29, 2020
Contract assets $ 89,757
$ 110,923
Contract liabilities 18,209
35,954

~~The decrease in contract assets was mainly due to a reduction in contract retainage.~~ The change in contract assets and contract liabilities was mainly due to timing of project activity within our businesses that operate under long-term contracts.


Other contract-related disclosures	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Revenue recognized related to contract liabilities from prior year-end	$	14,100	$	13,011
Revenue recognized related to prior satisfaction of performance obligations	2,164		2,877

Other contract-related disclosures Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Revenue recognized related to contract liabilities from prior year-end $ 13,011
$ 14,194
Revenue recognized related to prior satisfaction of performance obligations 2,877
1,949

Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that timeframe. Generally, these contracts are in our businesses with long-term contracts which recognize revenue over time. As of May ~~30, 2020,~~29, 2021, the transaction price associated with unsatisfied performance obligations was approximately ~~$995.9~~$855.0 million. The performance obligations are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) May 30, 2020
Within one year $ 434,077
Within two years 417,457
Beyond 144,325
Total $ 995,859


3.(In thousands)	~~Supplemental Balance Sheet Information~~	May 29, 2021
Within one year		$	464,123
Within two years		306,360
Beyond		84,478
Total		$	854,961

Table of Contents

3.Supplemental Balance Sheet Information

Inventories


(In thousands)	May 29, 2021		February 27, 2021
Raw materials	$	36,751	$	36,681
Work-in-process	19,210		18,932
Finished goods	14,906		17,210
Total inventories	$	70,867	$	72,823

(In thousands) May 30, 2020 February 29, 2020
Raw materials $ 38,502
$ 36,611
Work-in-process 17,221
17,520
Finished goods 19,562
16,958
Total inventories $ 75,285
$ 71,089

Other current liabilities


(In thousands)	May 29, 2021		February 27, 2021
Warranties	$	12,023	$	12,298
Accrued project losses	1,697		4,572
Property and other taxes	7,265		7,459
Accrued self-insurance reserves	2,620		6,482
Other	20,936		22,372
Total other current liabilities	$	44,541	$	53,183

(In thousands) May 30, 2020 February 29, 2020
Warranties $ 12,421
$ 12,822
Accrued project losses 48,054
48,962
Property and other taxes 6,315
5,952
Accrued self-insurance reserves 7,343
8,307
Other 36,215
42,271
Total other current liabilities $ 110,348
$ 118,314

Other non-current liabilities


(In thousands)	May 29, 2021		February 27, 2021
Deferred benefit from New Market Tax Credit transactions	$	15,717	$	15,717
Retirement plan obligations	7,706		7,730
Deferred compensation plan	13,429		13,507
Deferred tax liabilities	9,851		8,310
Deferred payroll taxes	6,789		6,789
Other	16,487		16,430
Total other non-current liabilities	$	69,979	$	68,483

(In thousands) May 30, 2020 February 29, 2020
Deferred benefit from New Market Tax Credit transactions $ 15,717
$ 15,717
Retirement plan obligations 8,242
8,294
Deferred compensation plan 8,298
8,452
Deferred tax liabilities 13,915
7,940
Other 21,324
16,459
Total other non-current liabilities $ 67,496
$ 56,862

4.Financial Instruments


4.	~~Financial Instruments~~

Marketable securities

Through our wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), we hold the following available-for-sale marketable securities, made up of municipal and corporate bonds:


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
May 29, 2021	$	12,372	$	384	$	7	$	12,749
February 27, 2021	12,517		386		10		12,893

(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses
Estimated
Fair Value
May 30, 2020 $ 12,595
$ 403
$ 5
$ 12,993
February 29, 2020 11,692
275
—
11,967

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 for the purpose of providing collateral for Prism’s obligations under the reinsurance agreements.

The amortized cost and estimated fair values of these bonds at May ~~30, 2020,~~29, 2021, 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
Due within one year $ 898
$ 911
Due after one year through five years 7,017
7,255
Due after five years through 10 years 3,880
4,019
Due beyond 15 years 800
808
Total $ 12,595
$ 12,993

Table of Contents


(In thousands)	Amortized Cost		Estimated Fair Value
Due within one year	$	713	$	717
Due after one year through five years	8,507		8,812
Due after five years through 10 years	2,352		2,392

Due beyond 15 years	800		828
Total	$	12,372	$	12,749

Derivative instruments

We use interest rate swaps, foreign exchange forward contracts, commodity swaps and forward purchase contracts to manage risks generally associated with foreign exchange rate, interest rate and commodity price fluctuations. The information that follows explains the various types of derivatives and financial instruments we use, how such instruments are accounted for, and how such instruments impact our financial position and performance.

In ~~August 2019,~~fiscal 2020, we entered into an interest rate swap to hedge exposure to variability in cash flows from interest payments on our floating-rate revolving credit ~~facility.~~facility and term loan. As of May ~~30, 2020,~~29, 2021, the interest rate swap contract had a notional value of ~~$65~~$40 million.

We periodically enter into forward purchase contracts and/or fixed/floating swaps to manage the risk associated with fluctuations in aluminum prices and fluctuations in foreign ~~currency cash flow hedge~~exchange rates (primarily related to the Canadian dollar). These contracts generally ~~with~~have an original maturity date of less than one ~~year, to hedge foreign currency exchange rate risk.~~year. As of May ~~30, 2020,~~29, 2021, we held foreign exchange forward contracts and aluminum fixed/floating swaps with a U.S. dollar notional ~~value~~values of ~~$34.3~~$10.5 million ~~with the objective of reducing the exposure to fluctuations in the Canadian dollar~~ and ~~the Euro.~~$5.8 million, respectively.

These derivative instruments are recorded within our consolidated balance sheets within other current assets and liabilities. Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive income.

Fair value measurements

Financial assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement: Level 1 (unadjusted quoted prices in active markets for identical assets or liabilities); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). We do not have any Level 3 financial assets or liabilities.


(In thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Total Fair Value
May 29, 2021
Assets:
Money market funds	$	13,991	$	0	$	13,991

Municipal and corporate bonds	—		12,749		12,749
Cash surrender value of life insurance	—		18,474		18,474
Foreign currency forward/option contracts	—		577		577
Aluminum hedge contracts	—		872		872

Liabilities:
Deferred compensation	—		14,888		14,888

Interest rate swap contract	—		361		361

February 27, 2021
Assets:
Money market funds	$	26,034	$	0	$	26,034
Municipal and corporate bonds	—		12,893		12,893
Cash surrender value of life insurance	—		18,632		18,632
Foreign currency forward/option contracts	—		606		606
Aluminum hedge contracts	—		363		363

Liabilities:
Deferred compensation	—		13,507		13,507

Interest rate swap contract	—		504		504

(In thousands)
Quoted Prices in
Active Markets
(Level 1)
Other Observable Inputs (Level 2) Total Fair Value
May 30, 2020
Assets:
Money market funds $ 3,689
$ —
$ 3,689
Commercial paper —
500
500
Municipal and corporate bonds —
12,993
12,993
Cash surrender value of life insurance —
15,777
15,777
Liabilities:
Deferred compensation —
13,889
13,889
Foreign currency forward/option contract —
239
239
Interest rate swap contract —
1,085
1,085

February 29, 2020
Assets:
Money market funds $ 2,689
$ —
$ 2,689
Commercial paper —
1,500
1,500
Municipal and corporate bonds —
11,967
11,967
Cash surrender value of life insurance —
16,560
16,560
Liabilities:
Deferred compensation —
14,042
14,042
Foreign currency forward/option contract —
340
340
Interest rate swap contract —
561
561

Table of Contents

Money market funds and commercial paper

Fair value of money market funds was determined based on quoted prices for identical assets in active markets. Commercial paper was measured at fair value using inputs based on quoted prices for similar securities in active markets. These assets are included within cash and cash equivalents on our consolidated balance sheets.

Municipal and corporate bonds

Municipal and corporate bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our consolidated balance sheets as other current or other non-current assets based on maturity date.

Cash surrender value of life insurance and deferred compensation

Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. Changes in cash surrender value are recorded in other expense. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.

Derivative instruments

The interest rate swap is measured at fair value using other observable market inputs, based off of benchmark interest rates. Forward foreign exchange and fixed/floating aluminum contracts are measured at fair value using other observable market inputs, such as quotations on forward foreign exchange points, ~~and~~ foreign currency exchange ~~rates.~~rates, and forward purchase aluminum prices. Derivative positions are primarily valued using standard calculations and models that use as their basis readily observable market parameters. Industry standard data providers are our primary source for forward and spot rate information for both interest and currency ~~rates.~~rates and aluminum prices.

~~Nonrecurring fair~~

5.Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses. We evaluate goodwill for impairment annually as of the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying value ~~measurements~~of goodwill may not be recoverable.

~~Certain assets are measured at fair value~~

Based on ~~a nonrecurring basis and are subject to fair value adjustments~~the impairment analysis performed in ~~certain circumstances. These include certain long-lived assets that are written down to~~the fourth quarter of fiscal 2021, estimated fair value ~~when they are determined to be impaired, utilizing~~was in excess of carrying value at six of our eight reporting units. However, estimated fair value did not exceed carrying value for two reporting units within the Architectural Framing Systems segment, EFCO and Sotawall. As a ~~valuation approach incorporating Level 3 inputs.~~result, as of February 27, 2021, we incurred goodwill impairment expense of $46.7 million and $17.1 million in our EFCO and Sotawall reporting units, respectively. The goodwill impairment expense recorded during the year ended February 27, 2021, as reflected in the table below, represents the total accumulated goodwill impairment expenses recorded.


5.	~~Goodwill and Other Identifiable Intangible Assets~~

The carrying amount of goodwill attributable to each reporting segment was:


(In thousands)	Architectural Framing Systems		Architectural Glass		Architectural Services		Large-Scale Optical		Total
Balance at February 29, 2020	$	148,183	$	25,656	$	1,120	$	10,557	$	185,516
Adjustment (1)	6,315		—		—		—		6,315
Impairment expense	(63,769)		—		—		—		(63,769)
Foreign currency translation	2,370		(334)		0		0		2,036
Balance at February 27, 2021	93,099		25,322		1,120		10,557		130,098


Foreign currency translation	1,457		(94)		0		0		1,363
Balance at May 29, 2021	$	94,556	$	25,228	$	1,120	$	10,557	$	131,461

(1) During the first quarter of fiscal 2021, we recorded a $6.3 million increase to goodwill and corresponding increase to deferred tax liabilities to correct an immaterial error related to prior periods. The error was not material to any previously reported annual or interim consolidated financial statements.

(In thousands) Architectural Framing Systems Architectural Glass Architectural Services
Large-Scale
Optical
Total
Balance at March 2, 2019 $ 148,446
$ 25,709
$ 1,120
$ 10,557
$ 185,832
Foreign currency translation (263 ) (53 ) —
—
(316 )
Balance at February 29, 2020 148,183
25,656
1,120
10,557
185,516
Adjustment ⁽¹⁾
6,315
—
—
—
6,315
Foreign currency translation (955 ) (332 ) —
—
(1,287 )
Balance at May 30, 2020 $ 153,543
$ 25,324
$ 1,120
$ 10,557
$ 190,544

⁽¹⁾ During the quarter ended May 30, 2020, we recorded a $6.3 million increase to goodwill and corresponding increase to deferred tax liabilities to correct an immaterial error related to prior periods. The error was not material to any previously reported annual or interim consolidated financial statements.

Other intangible assets

We evaluate goodwill for impairment annually at our year-end, or more frequently if events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable. During the first quarter of fiscal 2021, we identified qualitative indicators of impairment, including a significant decline in our stock price and market capitalization, along with concerns resulting from the COVID-19 pandemic at four of our nine identified reporting units. Therefore, we performed a quantitative goodwill impairment evaluation as of May 30, 2020 at these four reporting units, EFCO Corporation ("EFCO"), Alumicor Limited ("Alumicor"), Sotawall Limited ("Sotawall") and Viracon, Inc ("Viracon").

We base our determination of fair value on a discounted cash flow methodology that involves significant judgment and projections of future performance. We also consider a market approach in our analysis by reviewing available data from recent transactions of comparable public companies when available. Assumptions about future revenues and expenses, capital expenditures and changes in working capital are based on the annual operating plan and long-term business plan for each reporting unit. These plans take into consideration numerous factors, including historical experience, current and future operational plans, anticipated future economic conditions and growth expectations for the industries and end markets in which we participate. These plans also take into consideration our assessment of risks inherent in our projections of future cash flows. Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in the forecasts. Inputs used to estimate these fair values included significant unobservable inputs that reflect the Company's assumptions about the inputs that market participants would use and, therefore, the fair value assessments are classified within Level 3 of the fair value hierarchy. We derived the discount rates using a capital asset pricing model and analyzing published rates for industries relevant to the reporting units to estimate the cost of equity financing. We used discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and in the internally developed forecasts, updated for recent events.

Based on the results of the interim quantitative goodwill impairment analysis, the estimated fair value of each reporting unit exceeded its carrying value and, therefore, goodwill impairment was not indicated as of May 30, 2020. We utilized a discount rate of 11.0 percent in determining the discounted cash flows for EFCO and Alumicor, and a discount rate of 10.4 percent in determining the discounted cash flows for Sotawall and Viracon. We utilized a long-term growth rate of 3.0 percent in our fair value analysis for all reporting units. While these discount rates have ~~increased from the time of our annual goodwill impairment evaluation at year-end, impairment is not indicated at this time due to the long-term future performance expectations for these businesses.~~

~~The gross carrying amount of other intangible assets and related accumulated amortization was:~~

(In thousands)
Gross
Carrying
Amount

Accumulated
Amortization

Foreign
Currency
Translation
Net
May 30, 2020
Definite-lived intangible assets:
Customer relationships $ 119,647
$ (34,136 ) $ (2,304 ) $ 83,207
Other intangibles 41,095
(32,271 ) (824 ) 8,000
Total definite-lived intangible assets 160,742
(66,407 ) (3,128 ) 91,207
Indefinite-lived intangible assets:
Trademarks 45,300
—
(436 ) 44,864
Total intangible assets $ 206,042
$ (66,407 ) $ (3,564 ) $ 136,071
February 29, 2020
Definite-lived intangible assets:
Customer relationships $ 120,239
$ (33,121 ) $ (592 ) $ 86,526
Other intangibles 41,069
(32,516 ) (189 ) 8,364
Total definite-lived intangible assets 161,308
(65,637 ) (781 ) 94,890
Indefinite-lived intangible assets:
Trademarks 45,421
—
(120 ) 45,301
Total intangible assets $ 206,729
$ (65,637 ) $ (901 ) $ 140,191

~~We hold~~ intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives. We ~~evaluate the reasonableness of the useful life and~~ test indefinite-lived intangible assets for impairment annually at the same measurement date as goodwill, the first day of our ~~year-end,~~fiscal fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. During the first quarter of fiscal 2021, we identified qualitative indicators of impairment, including deteriorating macroeconomic conditions resulting from the COVID-19 pandemic. Therefore, we performed an interim impairment evaluation on indefinite-lived intangible assets as of May 30, 2020. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If an impairment loss is recognized, the adjusted carrying amount becomes the asset's new accounting basis.

~~Fair value is measured using the relief-from-royalty method. This method assumes the trade name or trademark has value to the~~

~~extent that the owner is relieved of the obligation to pay royalties for the benefits received from the asset. This method requires~~

us to estimate the future revenue from the related asset, the appropriate royalty rate, and the weighted average cost of capital. The assessment of fair value involves significant judgment and projections about future performance. In determining the discounted future revenue in our fair value analysis, we utilized a discount rate of 11.5 percent for EFCO and Alumicor and a discount rate

of 10.9 percent for Sotawall. A royalty rate of 1.5 percent was utilized for Alumicor and EFCO and a royalty rate of 2.0 percent was utilized for Sotawall. We utilized a long-term growth rate of 3.0 percent in the fair value analysis for all reporting units. Based on our analysis, the fair value of each of our trade names and trademarks exceeded carrying amount,

Table of Contents

except for the EFCO tradename, within our Architectural Framing Systems segment. The fair value determined for the EFCO tradename was less than its carrying value by $6.3 million; this amount ~~and~~was recognized as impairment ~~was not indicated. We continue to conclude that~~expense in the ~~useful life~~fourth quarter ended February 27, 2021, as reflected in the table below.

The gross carrying amount of ~~our indefinite-lived~~other intangible assets is appropriate. If future revenue were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner, due to COVID-19 or otherwise, impairment could be indicated on one or more of our indefinite-lived intangible assets.and related accumulated amortization was:


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Impairment Expense		Foreign Currency Translation		Net
May 29, 2021
Definite-lived intangible assets:
Customer relationships	$	122,961	$	(43,192)	$	—	$	3,973	$	83,742
Other intangibles	41,936		(35,426)		—		976		7,486
Total definite-lived intangible assets	164,897		(78,618)		—		4,949		91,228
Indefinite-lived intangible assets:
Trademarks	39,832		—		—		920		40,752
Total intangible assets	$	204,729	$	(78,618)	$	—	$	5,869	$	131,980
February 27, 2021
Definite-lived intangible assets:
Customer relationships	$	119,647	$	(40,443)	$	—	$	3,315	$	82,519
Other intangibles	41,293		(34,234)		—		643		7,702
Total definite-lived intangible assets	160,940		(74,677)		—		3,958		90,221
Indefinite-lived intangible assets:
Trademarks	45,300		—		(6,300)		832		39,832
Total intangible assets	$	206,240	$	(74,677)	$	(6,300)	$	4,790	$	130,053

Amortization expense on definite-lived intangible assets was ~~$1.8~~$2.0 million and ~~$1.9~~$1.8 million for the three-month periods ended May 29, 2021 and May 30, 2020, ~~and June 1, 2019,~~ respectively. Amortization expense of other identifiable intangible assets is included in selling, general and administrative expenses. At May ~~30, 2020,~~29, 2021, the estimated future amortization expense for definite-lived intangible assets was:


(In thousands)	Remainder of Fiscal 2022		Fiscal 2023		Fiscal 2024		Fiscal 2025		Fiscal 2026
Estimated amortization expense	$	6,257	$	8,302	$	8,041	$	7,651	$	7,635

(In thousands) Remainder of Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025
Estimated amortization expense $ 5,858
$ 7,807
$ 7,716
$ 7,039
$ 7,111

6.Debt


6.	~~Debt~~

As of May ~~30, 2020,~~29, 2021, we had a committed revolving credit facility with maximum borrowings of up to $235 million ~~maturing in~~with a maturity of June ~~2024, and a $150 million term loan maturing in April 2021. As of May 30, 2020, our total debt~~2024. There were 0 outstanding ~~was $210.9 million, compared to $217.9 million as of February 29, 2020. Outstanding~~ borrowings under the revolving credit facility ~~were $40.5 million,~~ as of May ~~30, 2020,~~29, 2021 and ~~$47.5~~February 27, 2021. At May 29, 2021 and February 27, 2021, we also had a $150 million asterm loan with a maturity date of ~~February 29, 2020.~~June 2024.

Our revolving credit facility and term loan contain two financial covenants that require us to stay below a maximum debt-to-EBITDA ratio and maintain a minimum ratio of interest expense-to-EBITDA. Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis. At May ~~30, 2020,~~29, 2021, we were in compliance with both financial covenants. Additionally, at May ~~30, 2020,~~29, 2021, we had a total of ~~$24.7~~$18.7 million of ongoing letters of credit related to industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal years ~~2021~~2022 to ~~2032~~2023 and reduce borrowing capacity under the revolving credit facility.

At May ~~30, 2020,~~29, 2021, debt included ~~$20.4~~$15.0 million of industrial revenue bonds that mature in fiscal years ~~2021~~2022 through 2043. The fair value of the industrial revenue bonds approximated carrying value at May ~~30, 2020,~~29, 2021, due to the variable interest rates on these instruments. All debt would be classified as Level 2 within the fair value hierarchy described in Note 4.

We also maintain two Canadian committed, revolving credit facilities totaling $25.0 million (USD). As of May ~~30, 2020~~29, 2021 and February ~~29, 2020,~~27, 2021, there were 0 borrowings ~~were~~ outstanding under the facilities.

Table of Contents

Interest payments were ~~$1.4~~$1.1 million and ~~$2.4~~$1.4 million for the three months ended May 29, 2021 and May 30, 2020, respectively.

~~and~~ ~~June 1, 2019, respectively.~~

7. Leases

We lease certain of the buildings and equipment used in our operations. We determine if an arrangement contains a lease at inception. Currently, all of our lease arrangements are classified as operating leases. We elected the package of practical expedients permitted under the transition guidance in adopting ASC 842, which among other things, allowed us to carry forward our historical lease classification.Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term and lease expense is recognized on a straight-line basis over the lease term. Our leases have remaining lease terms of one to ten years, some of which include renewal options that can extend the lease for up to an additional ten years at our sole discretion. We have made an accounting policy election not to record leases with an original term of 12 months or less on our consolidated balance sheet and such leases are expensed on a straight-line basis over the lease term.

In determining lease asset value, we consider fixed or variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. We use a discount rate for each lease based upon an estimated incremental borrowing rate over a similar term. We have elected the practical expedient to account for lease and ~~nonlease~~non lease components (e.g., common-area maintenance costs) as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We are not a lessor in any transactions.

The components of lease expense were as follows:


	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Operating lease cost	$	3,381	$	3,561
Short-term lease cost	225		470
Variable lease cost	723		747

Total lease cost	$	4,329	$	4,778

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Operating lease cost $ 3,561
$ 3,373
Short-term lease cost 470
682
Variable lease cost 747
713
Total lease cost $ 4,778
$ 4,768

Other supplemental information related to leases was as follows:


	Three Months Ended
(In thousands except weighted-average data)	May 29, 2021			May 30, 2020

Cash paid for amounts included in the measurement of operating lease liabilities	$	3,602		$	3,327
Lease assets obtained in exchange for new operating lease liabilities	$	465		$	158
Weighted-average remaining lease term - operating leases	5.8 years			5.8 years
Weighted-average discount rate - operating leases	2.96		%	3.60		%

Three Months Ended
(In thousands except weighted-average data) May 30, 2020 June 1, 2019
Cash paid for amounts included in the measurement of operating lease liabilities $ 3,327
$ 3,300
Lease assets obtained in exchange for new operating lease liabilities $ 158
$ 706
Weighted-average remaining lease term - operating leases 5.8 years
5.5 years
Weighted-average discount rate - operating leases 3.60 % 3.74 %

Future maturities of lease liabilities are as follows:

(In thousands) May 30, 2020
Remainder of Fiscal 2021 $ 9,168
Fiscal 2022 10,933
Fiscal 2023 10,070
Fiscal 2024 8,090
Fiscal 2025 6,256
Fiscal 2026 5,008
Thereafter 6,378
Total lease payments 55,903
Less: Amounts representing interest (4,627 )
Present value of lease liabilities $ 51,276

~~As of May 30, 2020, we have $5.7 million additional future operating lease commitments for leases that have not yet commenced.~~


8.(In thousands)	~~Commitments and Contingent Liabilities~~	May 29, 2021
Remainder of Fiscal 2022		$	10,459
Fiscal 2023		12,689
Fiscal 2024		10,736
Fiscal 2025		9,458
Fiscal 2026		7,583
Fiscal 2027		6,097
Thereafter		6,590
Total lease payments		63,612
Less: Amounts representing interest		(3,990)
Present value of lease liabilities		$	59,622

Table of Contents

8.Commitments and Contingent Liabilities

Bond commitments

In the ordinary course of business, predominantly in our Architectural Services and Architectural Framing Systems segments, we are required to provide surety or performance bonds that commit payments to our customers for any non-performance. At May ~~30, 2020, $1.0~~29, 2021, $1.2 billion of these types of bonds were outstanding, of which ~~$582.3~~$527.3 million is in our backlog. These bonds do not have stated expiration dates. We have never been required to make payments under surety or performance bonds with respect to our existing businesses.

Warranty and project-related contingencies

We reserve estimated exposures on known claims, as well as on a portion of anticipated claims, for product warranty and rework cost, based on historical product liability claims as a ratio of sales. Claim costs are deducted from the accrual when paid. Factors that could have an impact on the warranty accrual in any given period include the following: changes in manufacturing quality, changes in product mix and any significant changes in sales volume. A warranty rollforward follows:


	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Balance at beginning of period	$	14,999	$	15,629
Additional accruals	2,478		511
Claims paid	(2,930)		(939)

Balance at end of period	$	14,547	$	15,201

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Balance at beginning of period $ 15,629
$ 16,737
Additional accruals 511
1,787
Claims paid (939 ) (2,771 )
Balance at end of period $ 15,201
$ 15,753

Additionally, we are subject to project management and installation-related contingencies as a result of our fixed-price material supply and installation service contracts, primarily in our Architectural Services segment and certain of our Architectural Framing Systems businesses. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages. The liability for these types of project-related contingencies was ~~$48.1~~$1.7 million and ~~$49.0~~$4.6 million as of May ~~30, 2020~~29, 2021 and February ~~29, 2020,~~27, 2021, respectively. Subsequent to the end of the quarter, in June 2020, we settled contract claims related to a majority of these project-related contingencies on a legacy EFCO project for an amount equal to the contingency recorded at May 30, 2020.

Letters of credit

At May ~~30, 2020,~~29, 2021, we had ~~$24.7~~$18.7 million of ongoing letters of credit, all of which have been issued under our committed revolving credit facility, as discussed in Note 6. ~~Subsequent to the end of the quarter, in connection with the settlement of contract claims related to~~We also have a ~~legacy EFCO project referenced above, the original project performance and payment bond was replaced, which required a $25.0~~$6.9 million letter of ~~credit. The letter of~~ credit ~~for the replacement bond was~~which has been issued outside of our committed revolving credit facility, with no impact on our borrowing capacity and debt covenants.

Purchase obligations

Purchase obligations for raw material commitments and capital expenditures totaled ~~$177.2~~$235.9 million as of May ~~30, 2020.~~29, 2021.

New Markets Tax Credit (NMTC) transactions

We have ~~entered into four separate~~three outstanding NMTC ~~programs~~arrangements which help to support ~~our~~ operational expansion. Proceeds received from investors on these transactions are included within other ~~current and~~ non-current liabilities on our consolidated balance sheets. The NMTC arrangements are subject to 100 percent tax credit recapture for a period of seven years from the date of each respective transaction. ~~Therefore, upon~~Upon the termination of each arrangement, these proceeds will be recognized in earnings in exchange for the transfer of tax credits. The direct and incremental costs incurred in structuring these arrangements have been deferred and are included in other ~~current and~~ non-current assets on our consolidated balance sheets. These costs will be recognized in conjunction with the recognition of the related proceeds on each arrangement. During the construction phase for each project, we are required to hold cash dedicated to fund each capital project which is classified as restricted cash on our consolidated balance sheets. Variable-interest entities, which have been included within our consolidated financial statements, have been created as a result of the structure of these transactions, as investors in the programs do not have a material interest in their underlying economics.

The table below provides a summary of our outstanding NMTC transactions (in millions):


Inception date	Termination date	Proceeds received		Deferred costs		Net benefit

June 2016	June 2023	$	6.0	$	1.2	$	4.8
August 2018	August 2025	6.6		1.3		5.3
September 2018	September 2025	3.2		1.0		2.2
Total		$	15.8	$	3.5	$	12.3

Inception date Termination date Proceeds received Deferred costs Net benefit
November 2013 October 2020 $ 10.7
$ 3.3
$ 7.4
June 2016 May 2023 6.0
1.2
4.8
August 2018 July 2025 6.6
1.3
5.3
September 2018 August 2025 3.2
1.0
2.2
Total $ 26.5
$ 6.8
$ 19.7

Table of Contents

Litigation

On November 5, 2018, a shareholder filed a purported securities class action against the Company and certain named executive officers. On March 25, 2020, the District Court granted the Company's motion to dismiss without prejudice this matter. On May 5, 2020, the District Court entered final judgment. Plaintiffs’ have waived their right to appeal. The ~~Company views this matter as closed.~~

On December 17, 2018, a different shareholder filed a derivative lawsuit, purportedly on behalf of the Company, against certain of our executive officers and directors claiming breaches of fiduciary duty, waste of corporate assets and unjust enrichment. On May 29, 2020, the parties filed a joint stipulation and order dismissing this matter without prejudice. The Company views this matter as closed.

~~In addition to the foregoing, the~~ Company is a party to various legal proceedings incidental to its normal operating activities. In particular, like others in the construction supply and services industry, the Company is routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We have in the past and are currently subject to product liability and warranty claims, including certain legal claims related to a commercial sealant product formerly incorporated into our products. The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters. Although it is very difficult to accurately predict the outcome of any such proceedings, facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations, cash flows or financial condition of the Company.


9.	~~Share-Based Compensation~~

9.Share-Based Compensation

Total share-based compensation expense included in the results of operations was $1.7 million for the three-month period ended May 29, 2021 and $1.4 million for the three-month period ended May 30, ~~2020 and $1.6 million for the three-month period ended June 1, 2019.~~2020.

Stock options and SARs

Stock option and SAR activity for the current three-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
Outstanding at February 27, 2021	633,700	$	23.04

Awards exercised	(178,564)	23.04
Awards canceled	(37,036)	23.04
Outstanding at May 29, 2021	418,100	$	23.04	9.1 years	$	6,258,957
Vested or expected to vest at May 29, 2021	418,100	$	23.04	9.1 years	$	6,258,957

Stock options and SARs Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value
Outstanding at February 29, 2020 100,341
$ 8.34

Awards exercised —
—

Outstanding and exercisable at May 30, 2020 100,341
$ 8.34
1.3 years $ 1,235,198

NoFor the three-months ended May 29, 2021, cash proceeds from the exercise of stock options were $4.1 million and 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 $2.7 million. NaN awards were issued or exercised during the three-months ended May 30, ~~2020~~2020.

Executive Compensation Program

In fiscal 2022, the Compensation Committee of the Board of Directors implemented an executive compensation program for certain key employees. In the first quarter of fiscal 2022, we issued performance shares in the form of nonvested share unit awards, which give the recipient the right to receive shares earned at the vesting date. The number of share units issued at grant is equal to the target number of performance shares and ~~June 1, 2019, respectively.~~allows for the right to receive an additional number of shares dependent on achieving a defined performance goal of return on invested capital and being employed at the end of the performance period.

Nonvested ~~shares~~share awards and ~~share~~ units

Nonvested share activity, including performance share units, for the current three-month period is summarized as follows:


Nonvested shares and units	Number of Shares and Units	Weighted Average Grant Date Fair Value
Nonvested at February 27, 2021	475,227	$	27.52
Granted(1)	141,956	34.71
Vested	(52,892)	24.82

Nonvested at May 29, 2021(1)	564,291	$	29.58

Nonvested shares and units Number of Shares and Units Weighted Average Grant Date Fair Value
Nonvested at February 29, 2020 309,259
$ 40.58
Granted 182,693
18.86
Vested (61,318 ) 43.61
Nonvested at May 30, 2020 430,634
$ 30.93
(1)Includes a total of 52,023 nonvested share units granted and outstanding at target level for the fiscal 2022-2024 performance period.

At May ~~30, 2020,~~29, 2021, there was ~~$2.7~~$11.3 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 2631 months. The total fair value of shares vested during the three months ended May ~~30, 2020~~29, 2021 was ~~$1.3~~$1.9 million.


~~10.~~	~~Income Taxes~~

10.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 ~~2017,~~2018, or

Table of Contents

state and local income tax examinations for years prior to fiscal 2013. The Company is not currently under U.S. federal examination for years subsequent to fiscal year ~~2016,~~2017, and there is 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 was ~~$4.1~~$3.8 million at May ~~30, 2020~~29, 2021 and at February ~~29, 2020.~~27, 2021, 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 $0.4 million during the next 12 months due to lapsing of statutes.~~


~~11.~~	~~Earnings per Share~~

11.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
(In thousands)	May 29, 2021	May 30, 2020
Basic earnings per share – weighted average common shares outstanding	25,402	26,168
Weighted average effect of nonvested share grants and assumed exercise of stock options	420	250
Diluted earnings per share – weighted average common shares and potential common shares outstanding	25,822	26,418
Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares)	8	150

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Basic earnings per share – weighted average common shares outstanding 26,168
26,597
Weighted average effect of nonvested share grants and assumed exercise of stock options 250
246
Diluted earnings per share – weighted average common shares and potential common shares outstanding 26,418
26,843
Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares) 150
104


~~12.~~	~~Segment Information~~

12.Business Segment Data

~~The Company has~~

We have 4 reporting segments:

•The Architectural Framing Systems ~~Architectural Glass, Architectural Services and Large-Scale Optical (LSO).~~

~~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 6 operating segments into this reporting segment based on their similar products, customers, distribution methods, production processes and economic characteristics.~~

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

•The Architectural Services segment ~~designs, engineers, fabricates and installs~~provides full-service installation of the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings.

•The ~~LSO~~Large-Scale Optical (LSO) segment manufactures value-added glass and acrylic products primarily for framing and display applications.


	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Net sales
Architectural Framing Systems	$	151,840	$	150,164
Architectural Glass	83,031		76,911
Architectural Services	75,656		63,551
Large-Scale Optical	24,228		6,312
Intersegment eliminations	(8,749)		(7,843)
Net sales	$	326,006	$	289,095
Operating income (loss)
Architectural Framing Systems	$	8,060	$	7,296
Architectural Glass	2,128		(494)
Architectural Services	4,537		5,343
Large-Scale Optical	5,847		(3,132)
Corporate and other	(4,530)		(2,544)
Operating income	$	16,042	$	6,469

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Net sales from operations
Architectural Framing Systems $ 150,164
$ 180,522
Architectural Glass 76,911
100,291
Architectural Services 63,551
65,147
Large-Scale Optical 6,312
21,259
Intersegment eliminations (7,843 ) (11,854 )
Net sales $ 289,095
$ 355,365
Operating income (loss) from operations
Architectural Framing Systems $ 7,296
$ 12,273
Architectural Glass (494 ) 6,399
Architectural Services 5,343
4,573
Large-Scale Optical (3,132 ) 4,177
Corporate and other (2,544 ) (4,381 )
Operating income $ 6,469
$ 23,041

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.

Table of Contents


~~Item 2.~~	Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-looking statements This Quarterly Report on Form 10-Q, including the section 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”~~“should,” "will," "continue" 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 29, 2020~~.beliefs. 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~~Information about factors ~~include, but are not limited to,~~that could materially affect our results can be found in the ~~risks and uncertainties set forth under Item 1A~~“Risk Factors” section of ~~the Company’s~~our Annual Report on Form 10-K for the ~~fiscal~~ year ended February ~~29, 2020~~.27, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.

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

The ongoing COVID-19 pandemic continues to cause volatility and uncertainty in global markets impacting worldwide economic activity. We have experienced some delays in commercial construction projects and orders as a result of COVID-19. In our Architectural Glass and Architectural Framing segments, orders have been delayed or have slowed, as customers and end markets face some uncertainty and delays in timing of work. In our Architectural Services segment, some construction site closures or project delays have occurred, and job sites have had to adjust to increased physical distancing and health-related precautions. Within our LSO segment, temporary closure of many retail locations resulted in the shutdown of our factories for most of the first quarter, in response to governmental “stay at home” directives. We have also been impacted by quarantine-related absenteeism among our workforce, resulting in labor and capacity constraints at some of our facilities. The extent to which COVID-19 will impact our business will depend on future developments and public health advancements, which are highly uncertain and cannot be predicted with confidence. However, towards the end of our first quarter and into the second quarter, we began to see some early signs of improvement, including the gradual reopening of retailers, moderating project delays and fewer workforce absences.

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended February ~~29, 2020~~27, 2021 and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

Highlights of First Quarter of Fiscal ~~2021~~2022 Compared to First Quarter of Fiscal ~~2020~~2021

Net sales

Consolidated net sales ~~were $289.1 million, a decrease of 18.6~~increased 12.8 percent, or ~~$66.3~~$36.9 million, for the ~~first quarter~~three-month period ended May ~~30, 2020,~~29, 2021, compared to ~~net sales of $355.4 million~~the same period in the prior year, ~~period, reflecting COVID-19 related~~primarily driven by volume ~~declines~~growth in ~~each~~the LSO, Architectural Services and Architectural Glass segments. LSO was closed for most of the ~~company's segments.~~first quarter of fiscal 2021, due to COVID-19.

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


	Three Months Ended
	May 29, 2021		May 30, 2020
Net sales	100.0	%	100.0	%
Cost of sales	79.2		79.2
Gross margin	20.8		20.8
Selling, general and administrative expenses	15.8		18.6
Operating income	4.9		2.2
Interest expense, net	0.4		0.5
Other income, net	0.1		0.4
Earnings before income taxes	4.4		1.4
Income tax expense	1.1		0.4
Net earnings	3.3	%	1.0	%
Effective tax rate	25.3	%	28.2	%

Three Months Ended
May 30, 2020 June 1, 2019
Net sales 100.0 % 100.0 %
Cost of sales 79.2
77.2
Gross profit 20.8
22.8
Selling, general and administrative expenses 18.6
16.3
Operating income 2.2
6.5
Interest and other expense, net 0.9
0.7
Earnings before income taxes 1.4
5.7
Income tax expense 0.4
1.4
Net earnings 1.0 % 4.3 %
Effective tax rate 28.2 % 24.4 %

Table of Contents

Gross profit

Gross profit as a percent of sales (gross margin) was 20.8 percent ~~for~~in each of the three-month ~~period~~periods ended May 29, 2021 and May 30, ~~2020, compared to 22.8 percent~~2020. Gross margin was positively impacted by strong recovery of the LSO segment (which closed for ~~the three-month period ended June 1, 2019. This decrease was largely driven by lower volumes in~~most of the first quarter ~~due~~last year to ~~COVID-19-related project delays.~~comply with COVID-related directives) and improved margins in the Architectural Glass segment, which offset margin declines within the Architectural Framing Systems and Architectural Services segments. Each of our segments experienced inflation in operating costs, especially freight and materials costs, during the quarter. While we are undertaking measures to offset these costs, we expect this trend to continue through fiscal 2022.

Selling, general and administrative (SG&A) expenses

SG&A expenses as a percent of sales were ~~18.6~~15.8 percent for the three-month period ended May ~~30, 2020,~~29, 2021, compared to ~~16.3~~18.6 percent infor the prior year three-month period. SG&A ~~increased~~decreased as a percent of sales compared to the same period in the prior year primarily due to ~~leverage on lower sales, partially offset by~~ongoing well controlled spending across all segments of the ~~impact~~business, as well as a benefit of ~~cost cutting measures put in place by~~$2.7 million during the ~~Company in response~~first quarter of fiscal 2022, from a Canadian wage subsidy program offered to support Canadian businesses due to the ~~current~~ongoing impacts of the COVID-19 ~~environment.~~pandemic.

Income tax expense

The effective tax rate in the first quarter of fiscal ~~2021~~2022 was ~~28.2~~25.3 percent, compared to ~~24.4~~28.2 percent in the ~~prior~~same period last year, ~~period. The increase~~primarily due to favorable provisions in the ~~tax rate was primarily driven by discrete tax expense relative~~Coronavirus, Aid, Relief and Economic Security Act ("CARES Act") impacting the first quarter of fiscal 2022 and the negative impact of unfavorable permanent items in relation to reduced earnings ~~for~~in the ~~quarter.~~first quarter of fiscal 2021.

Segment Analysis

Architectural Framing Systems


	Three Months Ended									Three Months Ended
(In thousands)	May 30, 2020			June 1, 2019			% Change		(In thousands)	May 29, 2021			May 30, 2020			% Change
Net sales	$	150,164		$	180,522		(16.8	)%	Net sales	$	151,840		$	150,164		1.1	%
Operating income	7,296			12,273			(40.6	)%	Operating income	8,060			7,296			10.5	%
Operating margin	4.9		%	6.8		%			Operating margin	5.3		%	4.9		%

Architectural Framing Systems net sales ~~declined $30.4~~increased $1.7 million, or ~~16.8~~1.1 percent, for the three-month period ended May ~~30, 2020,~~29, 2021, compared to the prior-year period, primarily reflecting ~~lower volume due~~improved pricing. This improvement was partially offset by unfavorable project performance and mix, compared to ~~several COVID-19 related project delays and disruptions, particularly in regions with more state and local government restrictions on construction activity.~~the prior-year period.

Operating margin ~~decreased 190~~increased 40 basis points for the three-month period of the current year, compared to the same period in the prior year, reflecting benefits from cost-saving actions, which offset increased costs for materials and freight. In addition, this segment benefited from a Canadian wage subsidy of $2.7 million in the ~~lower volume, partially offset by~~first quarter of fiscal 2022, as a result of a program to support Canadian businesses due to the ~~impact~~ongoing impacts of ~~cost reduction actions.~~the COVID-19 pandemic.

As of May ~~30, 2020,~~29, 2021, segment backlog was approximately ~~$421~~$423 million, compared to approximately ~~$430~~$411 million ~~last quarter.~~at the end of the prior quarter, and $421 million at the end of the first quarter of the prior year. Backlog represents the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which may be expected to be recognized as revenue in the future. Backlog is not a term defined under U.S. GAAP and is not a measure of contract profitability. We view backlog as one indicator of future revenues, particularly in our longer-lead time businesses. In addition to backlog, we have a substantial amount of projects with short lead times that book-and-bill within the same reporting period and are not included in backlog. We have strong visibility beyond backlog, as projects awarded, verbal commitments and bidding activities are not included in backlog.

Architectural Glass


	Three Months Ended									Three Months Ended
(In thousands)	May 30, 2020			June 1, 2019			% Change		(In thousands)	May 29, 2021			May 30, 2020			% Change
Net sales	$	76,911		$	100,291		(23.3	)%	Net sales	$	83,031		$	76,911		8.0	%
Operating income	(494		)	6,399			N/M		Operating income	2,128			(494)			N/M
Operating margin	(0.6		)%	6.4		%			Operating margin	2.6		%	(0.6)		%

Net sales ~~decreased $23.4~~increased $6.1 million, or ~~23.3~~8.0 percent, for the three-month period ended May ~~30, 2020,~~29, 2021, compared to the same period in the prior ~~year. The decrease reflects lower volumes due~~year, driven by increased volume and a more favorable sales mix.

Table of Contents

Segment operating income increased to ~~project timing and delays and significant production disruptions caused by COVID-19 related workforce absences at its largest facility.~~

~~The segment had~~$2.1 million, with operating margin of 2.6 percent, for the three-month period ended May 29, 2021, compared to an operating loss of $0.5 million and operating margin ~~was~~of (0.6) percent ~~down from operating income~~in the same period of ~~$6.4 million~~the prior year. The improved profitability was driven by increased productivity in core glass operations, the more favorable sales mix, and ~~margin of 6.4 percent in last year's first quarter, due to leverage on the lower volume and~~higher volumes, which offset the impact of ~~COVID-19 related~~higher material and freight costs.

Architectural Services


	Three Months Ended
(In thousands)	May 29, 2021			May 30, 2020			% Change
Net sales	$	75,656		$	63,551		19.0	%
Operating income	4,537			5,343			(15.1)	%
Operating margin	6.0		%	8.4		%

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019 % Change
Net sales $ 63,551
$ 65,147
(2.4 )%
Operating income 5,343
4,573
16.8 %
Operating margin 8.4 % 7.0 %

Architectural Services net sales ~~declined $1.6~~increased $12.1 million, or ~~2.4~~19.0 percent, for the three-month period ended May ~~30, 2020, over~~29, 2021, compared to the same period in the prior year, ~~reflecting certain COVID-19 related project delays.~~driven by increased volume from executing projects in backlog.

Operating margin ~~increased 140~~decreased 240 basis points to 6.0 percent for the three-month period of the current year, compared to the same period in the prior year, ~~driven by strong~~primarily reflecting isolated performance challenges on certain projects and a less favorable project ~~execution, disciplined project selection, and effective cost management.~~mix.

As of May ~~30, 2020,~~29, 2021, segment backlog was approximately ~~$685~~$559 million, compared to approximately ~~$660~~$571 million ~~last quarter.~~as of the end of the prior quarter, and $685 million at the end of the first quarter of the prior year. Backlog is ~~defined~~described within the Architectural Framing Systems discussion above.

Large-Scale Optical (LSO)


	Three Months Ended
(In thousands)	May 29, 2021			May 30, 2020			% Change
Net sales	$	24,228		$	6,312		283.8	%
Operating income (loss)	5,847			(3,132)			N/M
Operating margin	24.1		%	(49.6)		%

Three Months Ended
(In thousands) May 30, 2020 June 1, 2019 % Change
Net sales $ 6,312
$ 21,259
(70.3 )%
Operating income (3,132 ) 4,177
N/M
Operating margin (49.6 )% 19.6 %

LSO net sales ~~decreased $14.9~~increased $17.9 million or ~~70.3~~283.8 percent, for the three-month period ended May ~~30, 2020, over~~29, 2021, compared to the same period in the prior year. In the prior year ~~as most of~~first quarter, the segment's ~~retail~~ customers and manufacturing operations were closed for a large part of the quarter to comply with ~~various state and local~~COVID-related government directives. In response to the lower demand, and to comply with state government directives, the segment closed its two manufacturing locations in March 2020, through the remainder of the first quarter. These facilities are expected to resume operations late in the second quarter.

The segment had anoperating income of $5.8 million and operating margin of 24.1 percent for the three-month period ended May 29, 2021, compared to operating loss of $3.1 million and operating margin of (49.6) percent ~~for~~in the ~~three-month~~same period ~~ended May 30, 2020, compared to operating income of $4.2 million and operating margin of 19.6 percent in last year's first quarter, reflecting the impact~~ of the ~~lower~~prior year primarily driven by the increased sales volume.

Liquidity and Capital Resources


Selected cash flow data	Three Months Ended
(In thousands)	May 29, 2021		May 30, 2020
Operating Activities
Net cash provided by operating activities	$	6,883	$	23,976
Investing Activities
Capital expenditures	(4,705)		(8,606)



Financing Activities
Borrowings on line of credit	—		139,500

Payments on line of credit	—		(146,500)
Repurchase and retirement of common stock	(12,625)		(4,731)
Dividends paid	(5,035)		(4,872)

Selected cash flow data Three Months Ended
(In thousands) May 30, 2020 June 1, 2019
Operating Activities
Net cash provided by operating activities $ 23,976
$ (9,742 )
Investing Activities
Capital expenditures (8,606 ) (11,198 )
Financing Activities
Borrowings on line of credit 139,500
103,000
Payments on line of credit (146,500 ) (55,500 )
Repurchase and retirement of common stock (4,731 ) (20,010 )
Dividends paid (4,872 ) (4,598 )

Operating Activities. ~~Cash~~Net cash provided by operating activities was ~~$24.0~~$6.9 million for the first three months of fiscal ~~2021, an increase~~2022, a decrease of ~~$33.7~~$17.1 million compared to the prior-year period, ~~primarily due to strong~~reflecting increased working capital ~~management.~~needs related to revenue growth.

Table of Contents

Investing Activities. Net cash used inby investing activities was ~~$9.7~~$4.1 million for the first three months of fiscal ~~2021, primarily due to~~2022, driven by capital expenditures of ~~$8.6 million, while in~~$4.7 million. In the first three months of the prior year, net cash used by investing activities was ~~$12.0~~$9.7 million, ~~primarily due to~~driven by capital expenditures of ~~$11.2~~$8.6 million.

Financing Activities. Net cash used inby financing activities was ~~$17.3~~$14.3 million for the first three months of fiscal ~~2021,~~2022, compared to ~~net cash provided by financing activities of $21.6~~$17.3 million ~~for~~in the prior-year period, ~~primarily due to $7.0 million of net payments on~~reflecting both borrowings and debt repayments in the ~~line of credit~~prior year, and higher share repurchases in the current year ~~compared to net borrowings of $47.5 million in the prior year period. During April 2020, the Company extended the maturity of its $150 million term loan to April 2021.~~first quarter. At May ~~30, 2020,~~29, 2021, we were in compliance with the financial covenants inunder our revolving credit facility and term loan.

We paid dividends totaling ~~$4.9~~$5.0 million ($~~0.1875~~0.2000 per share) in the first three months of fiscal ~~2021~~2022, compared to ~~$4.6~~$4.9 million ($~~0.175~~0.1875 per share) in the comparable prior-year period. ~~In March 2020,~~During the first three months of fiscal 2022, we repurchased ~~231,492~~341,000 shares under our authorized share repurchase program, for a total cost of ~~$4.7~~$12.2 million. ~~We have since temporarily suspended share repurchases.~~ In the first three months of fiscal ~~2020,~~2021, we repurchased ~~531,997~~231,492 shares under ~~our authorized~~the share repurchase program, for a total cost of ~~$20.0~~$4.7 million. WeSince the inception of the share repurchase program in 2004, we have purchased a total of ~~6,186,404~~7,473,616 shares, at a total cost of ~~$179.1 million, since the fiscal 2004 inception of this~~

~~program.~~$219.5 million. We currently have remaining authority to repurchase an additional ~~2,063,596~~776,384 shares under this program. We will continue to evaluate making future share repurchases, considering our cash flow, ~~and~~ debt levels and market conditions, ~~including~~in the ~~continuing effects~~context of all our capital allocation options ensuring that we maximize the ~~COVID-19 pandemic, and other potential uses of cash.~~long-term value for our shareholders.

Other Financing Activities. The following summarizes our significant contractual obligations that impact our liquidity as of May ~~30, 2020:~~29, 2021:


	Payments Due by Fiscal Period
(In thousands)	Remainder of Fiscal 2022		Fiscal 2023		Fiscal 2024		Fiscal 2025		Fiscal 2026		Thereafter		Total
Debt obligations	$	2,000	$	1,000	$	—	$	150,000	$	—	$	12,000	$	165,000
Operating leases (undiscounted)	10,459		12,689		10,736		9,458		7,583		12,687		63,612
Purchase obligations	170,377		60,599		1,606		1,433		1,433		487		235,935
Total cash obligations	$	182,836	$	74,288	$	12,342	$	160,891	$	9,016	$	25,174	$	464,547

Payments Due by Fiscal Period
(In thousands) Remainder of Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Thereafter Total
Debt obligations $ 5,400
$ 152,000
$ 1,000
$ —
$ 40,500
$ 12,000
$ 210,900
Operating leases (undiscounted) 9,168
10,933
10,070
8,090
6,256
11,386
55,903
Purchase obligations 146,927
29,868
277
127
—
—
177,199
Total cash obligations $ 161,495
$ 192,801
$ 11,347
$ 8,217
$ 46,756
$ 23,386
$ 444,002

We acquire the use of certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment. Purchase obligations in the table above relate to raw material commitments and capital expenditures.

We expect to make contributions of $0.7 million to our defined-benefit pension plans in fiscal ~~2021,~~2022, which will equal or exceed our minimum funding requirements.

As of May ~~30, 2020,~~29, 2021, we had reserves of ~~$4.1 million and $0.9~~$3.8 million for unrecognized tax ~~benefits and environmental liabilities, respectively. We currently expect approximately $0.4 million of the unrecognized tax benefits to lapse during the next 12 months.~~benefits. We are unable to reasonably estimate in which future periods the remaining unrecognized tax benefits ~~and environmental liabilities~~ will ultimately be settled.

We are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance. At May ~~30, 2020, $1.0~~29, 2021, $1.2 billion of these types of bonds were outstanding, of which ~~$582.3~~$527.3 million is in our backlog. These bonds do not have stated expiration dates. We have never been required to make payments under surety or performance bonds with respect to our existing businesses.

During calendar 2020, we took advantage of the option to defer remittance of the employer portion of Social Security tax as provided in the CARES Act. This deferral allowed us to retain cash during calendar year 2020 that would have otherwise been remitted to the federal government. At the end of fiscal 2021, we had deferred tax payments of $13.6 million, which are included within accrued payroll and other benefits and other non-current liabilities on our consolidated balance sheets. The deferred tax payments will be repaid in two equal portions in calendar years 2021 and 2022.

Due to our ability to generate strong cash from operations and our borrowing capability under our committed revolving credit facility, 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.

~~COVID-19 Consideration.~~ While we believe we have adequate sources of liquidity to continue to fund our business for at least the next 12 months, the extent to which the ongoing COVID-19 ~~situation~~pandemic may impact our results of operations or liquidity is uncertain. ~~To date, we~~The extent to which COVID-19 will continue to impact our business will depend on future developments and public health advancements, which have ~~experienced some delays in commercial construction projects~~been buoyed by vaccine production and ~~orders due to COVID-19. While the construction and construction-related industries~~distribution.

Table of Contents

Off-balance sheet arrangements. We have no off-balance sheet arrangements that have or are considered an "essential business or service" in most jurisdictions in which we operate, site closures or project and order delays have occurred and increased social distancing and health-related precautions are required on many work sites, which may cause additional project delays and additional costs to be incurred. Within the LSO segment, we have also experienced the temporary closure of many of our customer's retail locations and we temporarily shut down our factories in this segment. We expect this global pandemicreasonably likely to have an impact on our revenue and our results of operations, the size and duration of which we are currently unable to predict. At this time, we do not expect that the impact from the coronavirus outbreak will have a ~~significant~~current or future effect on our ~~liquidity. As demonstrated~~financial condition, changes in the first quarter, we are proactively taking steps to increase available cash on hand including, but not limited to, active working capital management and targeted reductions in discretionary operatingfinancial condition, revenues or expenses, ~~and capital expenditures. Given the speed and frequency of continuously evolving developments with respect to this pandemic, we cannot reasonably estimate the magnitude of the impact to our~~ results of operations, liquidity, capital expenditures, or ~~financial position. To the extent~~capital resources that our customers and suppliers are adversely impacted by the coronavirus outbreak, this could reduce the availability, or result in delays, of materials or supplies, or delays in customer payments, which in turn could materially interrupt our business operations and/or impact our liquidity.is material to investors.

Outlook

Our full-year earnings guidance is a range of $2.20 to $2.40 per diluted share. This guidance includes $7 to $10 million of expected pre-tax costs related to investments in transformation initiatives. We continue to expect a full-year tax rate of approximately 24.5 percent, and full-year capital expenditures of approximately $45 million.

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 ~~29, 2020.~~27, 2021.

Critical Accounting Policies

NoThere have been no material changes ~~have occurred in the disclosure of~~to our critical accounting policies ~~set forth~~from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020, other than as described below.~~27, 2021.

~~Goodwill and indefinite-lived intangible asset impairment~~

~~Goodwill~~

We evaluate goodwill for impairment annually at our year-end, or more frequently if events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable. During the first quarter of fiscal 2021, we identified qualitative indicators of impairment, including a significant decline in our stock price and market capitalization, along with concerns resulting from the COVID-19 pandemic at four of our nine identified reporting units. Therefore, we performed an interim goodwill impairment evaluation as of May 30, 2020. If the fair value of a reporting unit exceeds the carrying value, goodwill impairment is not indicated. Our accounting policy related to goodwill has not changed from that disclosed in our Annual Report on Form 10-K.

Based on the results of the interim quantitative goodwill impairment analysis, the estimated fair value of each reporting unit exceeded its carrying value and, therefore, goodwill impairment was not indicated as of May 30, 2020. However, the estimated fair value did not exceed carrying value by a significant margin at two reporting units within the Architectural Framing Systems segment, EFCO and Sotawall, which had goodwill balances of $90.4 million and $26.7 million, respectively, at May 30, 2020. We utilized a discount rate of 11.0 percent in determining the discounted cash flows for EFCO and a discount rate of 10.4 percent in determining the discounted cash flows for Sotawall. We utilized a long-term growth rate of 3.0 percent in our fair value analysis for all reporting units. If our discount rates were to increase by 100 basis points at Sotawall and EFCO, the fair value of these reporting units would fall below carrying value, which would indicate impairment of the goodwill. Additionally, this discounted cash flow analysis is dependent upon achieving forecasted levels of revenue and profitability. If revenue or profitability were to fall below forecasted levels, or if market conditions were to decline in a material or sustained manner, impairment could be indicated at these reporting units, and potentially at other reporting units. If the impacts that we have experienced from COVID-19 continue at the current or worsening levels, this will likely have a negative impact on our forecasted revenue and profitability and this could result in an indication of goodwill impairment in future periods.

~~Indefinite-lived intangible assets~~

We hold intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives. We evaluate the reasonableness of the useful life and test indefinite-lived intangible assets for impairment annually at our year-end, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. During the first quarter of fiscal 2021, we identified qualitative indicators of impairment, including deteriorating macroeconomic conditions resulting from the COVID-19 pandemic. Therefore, the Company performed a quantitative indefinite-lived intangible asset impairment evaluation as of May 30, 2020. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If an impairment loss is recognized, the adjusted carrying amount becomes the asset's new accounting basis. Our accounting policy for indefinite-lived intangible assets has not changed from that disclosed in our Annual Report on Form 10-K.

Fair value is measured using the relief-from-royalty method. This method assumes the trade name or trademark has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from the asset. This method requires us to estimate the future revenue from the related asset, the appropriate royalty rate, and the weighted average cost of capital. The assessment of fair value involves significant judgment and projections about future performance. In determining the discounted future revenue in our fair value analysis, we used discount rates that are appropriate with the risks and uncertainties inherent in the respective businesses in the range of 10.9 percent to 11.5 percent, royalty rates of 1.5 to 2.0 percent, and a long-term growth rate of 3.0 percent. Based on our analysis, the fair value of each of our trade names exceeded its carrying amount and impairment was not indicated. We continue to conclude that the useful life of our indefinite-lived intangible assets is appropriate. If future revenue were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner, due to COVID-19 or otherwise, impairment could be indicated on one or more of our indefinite-lived intangible assets.


~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended February 27, 2021 for a complete discussion on the Company’s market risk. There have been no material changes ~~have occurred to the disclosures of quantitative and qualitative~~in market risk ~~set forth~~from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020.~~27, 2021.


~~Item 4.~~	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~~ ~~May 30, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.~~

a)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 May 29, 2021, 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~~

Item 1.Legal Proceedings

~~Murray Mayer v. Apogee Enterprises, Inc., et al~~

On November 5, 2018, Murray Mayer, individually and on behalf of all others similarly situated, filed a purported securities class action lawsuit against the Company and our Chief Executive Officer and our Chief Financial Officer in the United States District Court for the District of Minnesota. On February 26, 2019, the Court appointed as lead plaintiffs the City of Cape Coral Municipal Firefighters’ Retirement Plan and the City of Cape Coral Municipal Police Officers’ Retirement Plan. On March 25, 2020, the District Court granted the Company's motion to dismiss without prejudice this matter. On May 5, 2020, the District Court entered final judgment. Plaintiffs have waived their right to appeal. The ~~Company views this matter as closed.~~

~~Justin Buley v. Apogee Enterprises, Inc. et al~~

On December 17, 2018, Justin Buley filed a derivative lawsuit, purportedly on behalf of the Company, against our Chief Executive Officer, our Chief Financial Officer and eight of the nine non-executive members of our Board of Directors, in the Fourth Judicial District of the State of Minnesota. The complaint alleged claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment. On May 29, 2020, the parties filed a joint stipulation and order dismissing this matter without prejudice. The Company views this matter as closed.

~~Other Matters~~


~~Item 1A.~~	~~Risk Factors~~

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 ~~29, 2020, except as noted below.~~

27, 2021.

The novel coronavirus (COVID-19) pandemic, efforts to mitigate the pandemic, and the related weakening economic conditions, have impacted our business and could have a significant negative impact on our operations, liquidity, financial condition and financial results

~~In the last quarter~~

Table of our fiscal 2020, a novel strain of coronavirus, COVID-19, started to impact the global economic environment causing extreme volatility and uncertainty in global markets. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic and we started to see certain impacts to our business. This contagious disease outbreak, which has continued to spread, and the related adverse public health developments, and government orders to "stay in place" have adversely affected work forces, economies and financial markets globally. Quarantines and "stay in place" orders, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to our supply chain or our customers, have adversely impacted our sales and operating results and have resulted in some project delays. InContents

addition, the pandemic has resulted in an economic downturn that could affect the ability of our customers to obtain financing for projects and therefore impact demand for our products and services. Order lead times could be extended or delayed and our pricing or pricing of suppliers for needed materials could increase. Some critical materials, products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing. Accordingly, we are considering alternative product sourcing in the event that material supply becomes problematic.

To date, we have experienced some delays in commercial construction projects due to COVID-19. While the construction and construction-related industries are considered an "essential business or service" in most jurisdictions in which we operate, site closures or project delays have occurred and increased social distancing and health-related precautions are required on many work sites, which may cause additional project delays and additional costs to be incurred. Within the LSO segment, we also experienced the temporary closure of many of our customer's retail locations and we temporarily shut down our factories in this segment to comply with government "stay in place" orders. We expect this global pandemic to have an impact on our revenue and our results of operations, the size and duration of which we are currently unable to predict. The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 will impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate severity and spread of the disease, the duration of the outbreak, travel restrictions and social distancing requirements in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.

Given the speed and frequency of the continuously evolving developments with respect to this pandemic, we cannot reasonably estimate the magnitude of the impact to our results of operations, liquidity or financial position. To the extent that our customers and suppliers are adversely impacted by the coronavirus outbreak, this could reduce the availability, or result in delays, of materials or supplies, or delays in customer payments, which in turn could materially interrupt our business operations and/or impact our liquidity.

~~Goodwill and indefinite-lived intangible asset impairment~~

Our assets include a significant amount of goodwill and indefinite-lived intangible assets. We evaluate goodwill and indefinite-lived intangibles for impairment annually at our year-end, or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may not be recoverable. During the first quarter of fiscal 2021, we identified qualitative indicators of impairment, including a significant decline in our stock price and market capitalization, along with concerns resulting from the COVID-19 pandemic at four of our nine identified reporting units. The assessment of impairment requires determination of estimated fair value, generally using a discounted cash flow analysis, which involves significant judgment and projections about future performance.

Evaluating goodwill for impairment involves the determination of the fair value of each reporting unit in which goodwill is recorded using a qualitative or quantitative analysis. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. Each of our nine business units represents a reporting unit for the goodwill impairment analysis. Based on the results of the interim quantitative goodwill impairment analysis, the estimated fair value of each reporting unit exceeded its carrying value and, therefore, goodwill impairment was not indicated as of May 30, 2020. However, the estimated fair value did not exceed carrying value by a significant margin at two reporting units within the Architectural Framing Systems segment, EFCO and Sotawall, which had goodwill balances of $90.4 million and $26.7 million, respectively, at May 30, 2020. We utilized a discount rate of 11.0 percent in determining the discounted cash flows for EFCO and a discount rate of 10.4 percent in determining the discounted cash flows for Sotawall. We utilized a long-term growth rate of 3.0 percent in our fair value analysis for all reporting units. If our discount rates were to increase by 100 basis points at Sotawall and EFCO, the fair value of these reporting units would fall below carrying value, which would indicate impairment of the goodwill. Additionally, this discounted cash flow analysis is dependent upon achieving forecasted levels of revenue and profitability. If revenue or profitability were to fall below forecasted levels, or if market conditions were to decline in a material or sustained manner, impairment could be indicated at these reporting units, and potentially at other reporting units. If the impacts that we have experienced from COVID-19 continue at the current or worsening levels, this will likely have a negative impact on our forecasted revenue and profitability and this could result in an indication of goodwill impairment in future periods.

Fair value of our indefinite-lived intangible assets is measured using the relief-from-royalty method. This method assumes the trade name or trademark has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from the asset. This method requires estimation of the future revenue from the related asset, the appropriate royalty rate, and the weighted average cost of capital. During the first quarter of fiscal 2021, we identified qualitative indicators of impairment, including deteriorating macroeconomic conditions resulting from the COVID-19 pandemic. Therefore, the Company performed a quantitative indefinite-lived intangible asset impairment evaluation as of May 30, 2020. Based on our analysis, the fair value of each of our trade names exceeded its carrying amount and impairment was not indicated. In determining the discounted future revenue in our fair value analysis, we used discount rates that are appropriate with the risks and uncertainties inherent in the respective businesses in the range of 10.9 percent to 11.5 percent, royalty rates of 1.5 to 2.0 percent, and a long-term growth rate

of 3.0 percent. We continue to conclude that the useful life of our indefinite-lived intangible assets is appropriate. If future revenue were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner, due to COVID-19 or otherwise, impairment could be indicated on one or more of our indefinite-lived intangible assets.


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

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

The following table provides information with respect to purchases made by the Company of its own stock during the first quarter of fiscal ~~2021:~~2022:


Period	Total Number of Shares Purchased (a) (c)	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)
February 28, 2021 to March 27, 2021	—	$	—	—	1,117,384
March 28, 2021 to April 24, 2021	202,369	35.82		201,000	916,384
April 25, 2021 to May 29, 2021	175,264	34.42		140,000	776,384
Total	377,633	$	35.08	341,000	776,384

(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 withholding tax obligations related to share-based compensation.

(b)In fiscal 2004, announced on April 10, 2003, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock. The Board increased the authorization by 750,000 shares, announced on January 24, 2008; by 1,000,000 shares on each of the announcement dates of October 8, 2008, January 13, 2016, January 9, 2018, and January 14, 2020; and by 2,000,000 shares, announced on October 3, 2018. The repurchase program does not have an expiration date.

(c)This column includes 15,757 shares related to the stock purchase agreement between the Company and Joseph F. Puishys dated May 26, 2021.

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)
March 1, 2020 to March 28, 2020 234,272
$ 21.72
231,492
2,063,596
March 29, 2020 to April 25, 2020 2,590
18.83
—
2,063,596
April 26, 2020 to May 30, 2020 20,133
20.48
—
2,063,596
Total 256,995
$ 20.86
231,492
2,063,596


~~(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 withholding tax obligations related to share-based compensation.

~~(b)~~

In fiscal 2004, announced on April 10, 2003, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock. The Board increased the authorization by 750,000 shares, announced on January 24, 2008; by 1,000,000 shares on each of the announcement dates of October 8, 2008, January 13, 2016, January 9, 2018, and January 14, 2020; and by 2,000,000 shares, announced on October 3, 2018. The repurchase program does not have an expiration date.

Item 6.Exhibits


~~Item 6.~~	~~Exhibits~~



~~10.1~~3.1		~~Restricted Stock Deferral Program Under the Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Incentive Plan. Incorporated~~Restated Articles of Incorporation. (Incorporated by reference to Exhibit ~~10.1~~3.1 to Registrant's Annual Report on Form 10-K for the year-ended February 28, 2004.)
3.2		Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on ~~April 29,~~January 16, 2020.)
~~10.2~~3.3#		Amended and Restated Bylaws of Apogee Enterprises, Inc.
4.1#		Specimen Stock Certificate.
10.1#		Stock Repurchase Agreement between Apogee Enterprises, Inc. and Joseph F. Puishys, dated May 26, 2021.
10.2		Form of Restricted Stock ~~Unit~~ Agreement under the Apogee Enterprises, Inc. 2019 ~~Non-Employee Director~~ Stock ~~Plan. Incorporated~~Incentive Plan (April 2021 Updates). (Incorporated by reference to Exhibit ~~10.2~~10.1 to ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on April ~~29, 2020.~~26, 2021)
10.3		~~Offer Letter dated May 27, 2020 between Apogee Enterprises, Inc. and Nisheet Gupta.~~
~~10.4~~	Form of ~~Stock Option~~Performance Award Agreement under the Apogee Enterprises, Inc. 2019 Stock Incentive Plan. ~~Incorporated~~(Incorporated by reference to Exhibit ~~10.1~~10.2 to ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on ~~July 7, 2020.~~April 26, 2021)
~~10.5~~10.4		Form of ~~Annual Cash~~Executive Short-Term Incentive ~~Award Agreement. Incorporated~~Plan Memorandum. (Incorporated by reference to Exhibit ~~10.2~~10.3 to ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on ~~July 7, 2020.~~April 26, 2021)
~~31.1~~10.5		Executive Short-Term Incentive Plan Terms and Conditions. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed on April 26, 2021)
31.1#		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
~~31.2~~31.2#		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
~~32.1~~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~~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 May ~~30, 2020 are furnished herewith,~~29, 2021, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of May ~~30, 2020~~29, 2021 and February ~~29, 2020,~~27, 2021, (ii) the Consolidated Results of Operations for the three-months ended May 29, 2021 and May 30, 2020, ~~and June 1, 2019,~~ (iii) the Consolidated Statements of Comprehensive Earnings for the three-months ended May 29, 2021 and May 30, 2020, ~~and June 1, 2019,~~ (iv) the Consolidated Statements of Cash Flows for the three-months ended May 29, 2021 and May 30, 2020, ~~and June 1, 2019,~~ (v) the Consolidated Statements of Shareholders' Equity for the three-months ended May 29, 2021 and May 30, 2020, ~~and June 1, 2019,~~ and (vi) Notes to Consolidated Financial Statements.
104		Cover Page ~~formatted~~Interactive Data File (formatted as ~~Inline Extensible Business Reporting Language~~iXBRL and contained in Exhibit ~~101.~~101)
		Exhibits marked with a (#) sign are filed herewith.

Table of Contents

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: July 1, 2021			~~APOGEE ENTERPRISES, INC.~~By: /s/ Ty R. Silberhorn

~~Date: July 9, 2020~~	~~By: /s/ Joseph F. Puishys~~
		~~Joseph F. Puishys~~ Ty R. Silberhorn President and Chief Executive Officer (Principal Executive Officer)



Date: July ~~9, 2020~~1, 2021	By: /s/ Nisheet Gupta
		Nisheet Gupta Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)



		Page
PART I	Financial Information

Item 1.	Financial Statements (Unaudited):

	Consolidated Balance Sheets	4

	Consolidated Results of Operations	5

	Consolidated Statements of Comprehensive Earnings	6

	Consolidated Statements of Cash Flows	7

	Consolidated Statements of Shareholders' Equity	8

	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2423

Item 4.	Controls and Procedures	2423

PART II	Other Information

Item 1.	Legal Proceedings	2423

Item 1A.	Risk Factors	2423

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2624

Item 6.	Exhibits	2624

Signatures		2725



(In thousands, except stock data)	May 30, 2020			February 29, 2020
Assets
Current assets
Cash and cash equivalents	$	11,636		$	14,952
Receivables, net of allowance for doubtful accounts	156,304			196,806
Inventories	75,285			71,089
Costs and earnings on contracts in excess of billings	65,980			73,582
Other current assets	21,488			25,481
Total current assets	330,693			381,910
Property, plant and equipment, net	320,073			324,386
Operating lease right-of-use assets	49,911			52,892
Goodwill	190,544			185,516
Intangible assets	136,071			140,191
Other non-current assets	44,332			44,096
Total assets	$	1,071,624		$	1,128,991
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	62,369		$	69,056
Accrued payroll and related benefits	25,630			40,119
Billings on contracts in excess of costs and earnings	15,321			32,696
Operating lease liabilities	10,462			11,272
Current portion of debt	155,400			5,400
Other current liabilities	110,348			118,314
Total current liabilities	379,530			276,857
Long-term debt	55,500			212,500
Non-current operating lease liabilities	40,814			43,163
Non-current self-insurance reserves	24,140			22,831
Other non-current liabilities	67,496			56,862
Commitments and contingent liabilities (Note 8)
Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 26,368,864 and 26,443,166 respectively	8,790			8,814
Additional paid-in capital	153,862			154,016
Retained earnings	382,225			388,010
Common stock held in trust	(696		)	(685		)
Deferred compensation obligations	696			685
Accumulated other comprehensive loss	(40,733		)	(34,062		)
Total shareholders’ equity	504,144			516,778
Total liabilities and shareholders’ equity	$	1,071,624		$	1,128,991



(In thousands)	Remainder of Fiscal 2021		Fiscal 2022		Fiscal 2023		Fiscal 2024		Fiscal 2025
Estimated amortization expense	$	5,858	$	7,807	$	7,716	$	7,039	$	7,111



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)
March 1, 2020 to March 28, 2020	234,272	$	21.72	231,492	2,063,596
March 29, 2020 to April 25, 2020	2,590	18.83		—	2,063,596
April 26, 2020 to May 30, 2020	20,133	20.48		—	2,063,596
Total	256,995	$	20.86	231,492	2,063,596