UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November 27, 2010~~May 28, 2011

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

For the transition period from to

Commission File Number: 0-6365

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


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

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

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

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 ~~January 3,~~June 30, 2011, ~~28,129,528~~28,110,259 shares of the registrant’s common stock, par value $0.33 1/3 per share, were outstanding.

APOGEE ENTERPRISES, INC. AND SUBSIDIARIES


		Page

PART I	Financial Information

Item 1.	Financial Statements (Unaudited):

	Consolidated Balance Sheets as of ~~November 27, 2010~~May 28, 2011 and February ~~27, 2010~~26, 2011		3

	Consolidated Results of Operations for the three ~~and nine~~ months ended ~~November 27,~~May 28, 2011 and May 29, 2010 ~~and November 28, 2009~~		4

	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~November 27,~~May 28, 2011 and May 29, 2010 ~~and November 28, 2009~~		5

	Notes to Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1514

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2219

Item 4.	Controls and Procedures		2219

PART II	Other Information

Item 1.	Legal Proceedings		2320

Item 1A.	Risk Factors		2320

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2320

Item 6.	Exhibits		2421

Signatures			2522

PART I. FINANCIAL INFORMATION

~~Item 1.~~

~~Financial Statements~~

Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS

(unaudited)


(In thousands, except per share data)	November 27, 2010			February 27, 2010			May 28, 2011			February 26, 2011
Assets
Current assets
Cash and cash equivalents	$	14,252		$	46,929		$	10,110		$	24,302
Short-term investments		32,184			55,706			8,465			11,163
Restricted short-term investments								24,467			25,086
Receivables, net of allowance for doubtful accounts		115,424			104,399			106,749			100,967
Inventories		33,433			30,531			38,348			32,608
Refundable income taxes		5,852			1,247			11,560			11,567
Deferred tax assets		7,293			4,459			4,202			5,180
Other current assets		2,676			3,315			3,093			3,050

Total current assets		211,114			246,586			206,994			213,923


Property, plant and equipment, net		184,561			185,519			170,809			179,201
Marketable securities available for sale		16,771			22,397			14,959			15,709
Restricted investments		11,846			—			10,720			10,717
Goodwill		64,698			58,518			66,448			66,273
Intangible assets		18,301			13,621			19,099			19,655
Other assets		349			213			11,967			9,889

Total assets	$	507,640		$	526,854		$	500,996		$	515,367


Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	33,499		$	37,447		$	37,073		$	34,943
Accrued payroll and related benefits		16,454			26,257			15,054			20,140
Accrued self-insurance reserves		6,109			6,814			4,681			6,330
Other accrued expenses		21,121			18,849			22,498			24,117
Current liabilities of discontinued operations		754			784			775			4,023
Billings in excess of costs and earnings on uncompleted contracts		32,338			38,736			19,553			23,406
Current portion long-term debt		1,955			—			988			987

Total current liabilities		112,230			128,887			100,622			113,946


Long-term debt, less current portion		21,569			8,400
Long-term debt								21,280			21,442
Unrecognized tax benefits		11,693			16,101			11,840			13,848
Long-term self-insurance reserves		10,350			11,194			9,567			9,270
Deferred tax liabilities		4,935			4,603			8,961			9,132
Other long-term liabilities		11,439			11,367			24,680			19,410
Liabilities of discontinued operations		2,501			2,712			618			642

Commitments and contingent liabilities (Note 13)
Commitments and contingent liabilities (Note 12)

Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,105,790 and 27,959,265, respectively		9,369			9,320
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 28,061,851 and 28,104,627, respectively								9,354			9,368
Additional paid-in capital		107,456			104,204			109,219			108,991
Retained earnings		217,268			230,856			205,155			210,203
Common stock held in trust		(821	)		(800	)		(751	)		(751	)
Deferred compensation obligations		821			800			751			751
Accumulated other comprehensive loss		(1,170	)		(790	)		(300	)		(885	)

Total shareholders’ equity		332,923			343,590			323,428			327,677

Total liabilities and shareholders’ equity	$	507,640		$	526,854		$	500,996		$	515,367

See accompanying notes to consolidated financial statements.

CONSOLIDATED RESULTS OF OPERATIONS

(unaudited)

   Three Months Ended    Nine Months Ended
(In thousands, except per share data)
   November 27,
2010 November 28,
2009    November 27,
2010 November 28,
2009
Net sales
   $ 147,200    $ 179,812       $ 434,879    $ 548,104
Cost of sales
   124,140    135,245       374,980    413,557

Gross profit
   23,060    44,567       59,899    134,547
Selling, general and administrative expenses
   24,901    28,514       75,243    88,938

Operating (loss) income
   (1,841 ) 16,053       (15,344 ) 45,609
Interest income
   256    171       685    614
Interest expense
   147    149       440    461
Other income, net
   239    90       384    191

(Loss) earnings from continuing operations before income taxes
   (1,493 ) 16,165       (14,715 ) 45,953
Income tax expense (benefit)
   829    5,440       (3,923 ) 15,019

(Loss) earnings from continuing operations
   (2,322 ) 10,725       (10,792 ) 30,934
Earnings from discontinued operations, net of income taxes
   —      —         4,870    335

Net (loss) earnings
   $ (2,322 ) $ 10,725       $ (5,922 ) $ 31,269

Earnings per share – basic

(Loss) earnings from continuing operations
   $ (0.08 ) $ 0.39       $ (0.39 ) $ 1.13
Earnings from discontinued operations
   —      —         0.18    0.01

Net (loss) earnings
   $ (0.08 ) $ 0.39       $ (0.21 ) $ 1.14

Earnings per share – diluted

(Loss) earnings from continuing operations
   $ (0.08 ) $ 0.39       $ (0.39 ) $ 1.12
Earnings from discontinued operations
   —      —         0.18    0.01

Net (loss) earnings
   $ (0.08 ) $ 0.39       $ (0.21 ) $ 1.13

Weighted average basic shares outstanding
   27,608    27,371       27,616    27,369
Weighted average diluted shares outstanding
   27,608    27,738       27,616    27,657

Cash dividends declared per common share
   $ 0.0815    $ 0.0815       $ 0.2445    $ 0.2445


	Three Months Ended
(In thousands, except per share data)	May 28, 2011			May 29, 2010
Net sales	$	153,338		$	143,028
Cost of sales		129,652			124,192

Gross profit		23,686			18,836
Selling, general and administrative expenses		27,114			24,977

Operating loss		(3,428	)		(6,141	)
Interest income		277			318
Interest expense		309			140
Other income, net		3			39

Loss before income taxes		(3,457	)		(5,924	)
Income tax benefit		(1,280	)		(2,445	)

Net loss	$	(2,177	)	$	(3,479	)


Loss per share – basic	$	(0.08	)	$	(0.13	)


Loss per share – diluted	$	(0.08	)	$	(0.13	)


Weighted average basic shares outstanding		27,862			27,638
Weighted average diluted shares outstanding		27,862			27,638


Cash dividends declared per common share	$	0.0815		$	0.0815

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended							Three Months Ended
(In thousands)	November 27, 2010			November 28, 2009				May 28, 2011			May 29, 2010
Operating Activities
Net (loss) earnings	$	(5,922	)	$	31,269
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net earnings from discontinued operations		(4,870	)		(335	)
Net loss								$	(2,177	)	$	(3,479	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		20,528			22,158				7,022			6,973
Stock-based compensation		3,764			3,066				410			1,031
Deferred income taxes		(4,250	)		(432	)			403			(456	)
Excess tax benefits from stock-based compensation		—			(124	)
Gain on disposal of assets		(226	)		(24	)			(203	)		(131	)
Other, net		132			335				74			65
Changes in operating assets and liabilities, net of effect of acquisition:
Changes in operating assets and liabilities:
Receivables		(6,631	)		17,821				(5,686	)		(2,291	)
Inventories		(952	)		8,419				(5,698	)		(5,307	)
Accounts payable and accrued expenses		(16,665	)		(11,501	)			(8,882	)		(20,229	)
Billings in excess of costs and earnings on uncompleted contracts		(6,398	)		(8,395	)			(3,853	)		(1,105	)
Refundable and accrued income taxes		(4,558	)		11,019				(1,903	)		(5,424	)
Other, net		922			589				(43	)		7

Net cash (used in) provided by continuing operating activities		(25,126	)		73,865
Net cash used in continuing operating activities									(20,536	)		(30,346	)

Investing Activities
Capital expenditures		(7,539	)		(7,682	)			(1,614	)		(2,132	)
Proceeds from sales of property, plant and equipment		178			96				10,306			133
Acquisition of intangibles		(10	)		—				—			(10	)
Acquisition of business, net of cash acquired		(21,162	)		—
Purchases of restricted investments, net of proceeds from sales		(11,839	)		—
Sales (purchases) of restricted investments									619			(11,839	)
Purchases of short-term investments and marketable securities		(28,847	)		(33,235	)			(6,341	)		(17,826	)
Sales/maturities of short-term investments and marketable securities		57,887			18,976				8,954			16,147
Investments in life insurance policies									(1,435	)		—
							��
Net cash used in investing activities		(11,332	)		(21,845	)
Net cash provided by (used in) investing activities									10,489			(15,527	)

Financing Activities
Net proceeds from issuance of debt		12,000			—				—			12,000
Payments on debt									(200	)		—
Payments on debt issue costs		(263	)		(5	)			(32	)		(262	)
Stock issued to employees, net of shares withheld		(852	)		(897	)
Excess tax benefits from stock-based compensation		—			124
Dividends paid		(6,868	)		(6,833	)
Shares withheld for taxes, net of stock issued to employees									(658	)		(926	)

Net cash provided by (used in) financing activities		4,017			(7,611	)
Net cash (used in) provided by financing activities									(890	)		10,812

Cash Flows of Discontinued Operations
Net cash (used in) provided by operating activities		(236	)		43
Net cash used in operating activities									(3,272	)		(78	)

Net cash (used in) provided by discontinued operations		(236	)		43
Net cash used in discontinued operations									(3,272	)		(78	)


(Decrease) increase in cash and cash equivalents		(32,677	)		44,452
Decrease in cash and cash equivalents									(14,209	)		(35,139	)
Effect of exchange rate on cash									17			—
Cash and cash equivalents at beginning of year		46,929			12,994				24,302			46,929

Cash and cash equivalents at end of period	$	14,252		$	57,446			$	10,110		$	11,790


Noncash Activity
Capital expenditures in accounts payable	$	152		$	266			$	174		$	645
Dividends in accounts payable									2,287			2,287

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~1. Basis of Presentation~~

1.	Basis of Presentation

The consolidated financial statements of Apogee Enterprises, Inc. (we, us, our or the Company) included herein have been prepared in accordance with accounting principles generally accepted in the United States. The consolidated financial statements and notes are presented as permitted by the regulations of the Securities and Exchange Commission (Form 10-Q) and do not contain certain information included in the Company’s annual financial statements and notes. The information included in this Form 10-Q should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto included in the Company’s Form 10-K for the year ended February ~~27, 2010.~~26, 2011. The results of operations for the ~~three and nine-month periods~~three-month period ended ~~November 27, 2010,~~May 28, 2011, are not necessarily indicative of the results to be expected for the full year.

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of ~~November 27, 2010~~May 28, 2011 and February ~~27, 2010,~~26, 2011, and the results of operations ~~for the three and nine-month periods ended November 27, 2010 and November 28, 2009~~ and cash flows for the ~~nine-month~~three-month periods ended ~~November 27, 2010~~May 28, 2011 and ~~November 28, 2009.~~

The results of Glassec Vidros de Seguranca Ltda. (Glassec), which the Company acquired on November 19, 2010, have been included in the consolidated financial statements. Refer to Note 7 for further information regarding the acquisition of Glassec and its treatment in the consolidated financial statements.May 29, 2010.

The Company’s fiscal year ends on the Saturday closest to the last day of February. Each interim quarter ends on the Saturday closest to the end of the months of May, August and November.

The results of GlassecViracon are reported on a two-month lag. There were no significant intervening events at GlassecViracon which would have materially affected our consolidated financial statements had they been recorded during the three months ended May 28, 2011.

In connection with preparing the unaudited consolidated financial statements for the ~~nine~~three months ended ~~November 27, 2010,~~May 28, 2011, the Company has evaluated subsequent events for potential recognition and disclosure through the date of this filing and determined that there were no subsequent events which required recognition or disclosure in the consolidated financial statements.

~~2. New Accounting Standards~~

In June 2009, the FASB amended U.S. GAAP with respect to the consolidation of variable interest entities (VIEs). These amendments, among other things: change existing guidance for determining whether an entity is a VIE; require ongoing reassessments of whether an entity is the primary beneficiary of a VIE; and require enhanced disclosures about an entity’s involvement in a VIE. The amendments are effective for fiscal years beginning after November 15, 2009, the Company’s fiscal 2011. The Company adopted the amended requirements for consolidation of VIEs as of the beginning of fiscal 2011, which had no impact on the Company’s consolidated results of operations or financial condition.

2.	New Accounting Standards

In January 2010, the ~~FASB~~Financial Accounting Standards Board amended U.S. GAAP with respect to disclosures about fair value ~~measurements for financial assets and liabilities.~~measurements. The amendments add new requirements for disclosures about transfers into and out of Levels 1 and 2, and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ~~See Note 6, Financial Assets, for a definition of these terms.~~ The amendments ~~are~~were effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of the additional disclosures required for Level ~~1 and Level 2~~3 fair value measurements asin the first quarter of ~~May 29, 2010,~~fiscal 2012 had no impact on the Company’s fair value ~~disclosures. The Company will adopt Level 3~~ disclosures ~~beginning in the first quarter of fiscal 2012.~~(see Note 6).

No other new accounting pronouncements issued or effective during the first ~~nine~~three months of fiscal ~~2011~~2012 have had or are expected to have a material impact on the consolidated financial statements.

~~3. Stock-Based Compensation~~

3.	Stock-Based Compensation

Stock Incentive Plan

The 2009 Stock Incentive Plan, the 2009 Non-Employee Director Stock Incentive Plan, the 2002 Omnibus Stock Incentive Plan and the 1997 Omnibus Stock Incentive Plan (the Plans) provide for the issuance of ~~1,400,000; 150,000;~~1,888,000; 250,000; 3,400,000; and 2,500,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors. Awards under these Plans, either in the form of incentive stock options, nonstatutory options or

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

stock-settled stock appreciation rights (SARs), are granted with an exercise price equal to the fair market value of the Company’s stock at the date of award. Nonvested share awards and nonvested share unit awards are also included in these Plans. Outstanding options issued to employees generally vested over a four-year period, outstanding SARs ~~vest~~vested over a three-year period and outstanding options issued to non-employee directors vested at the end of six months. Outstanding options and SARs have a 10-year term. Nonvested share awards and nonvested share unit awards generally vest over a two, three or four-year period.

The 2002 Omnibus Stock Incentive Plan was terminated in June 2009 and the 1997 Omnibus Stock Incentive Plan was terminated in January 2006; no new grants may be made under either of these plans, although ~~vesting and~~ exercises of ~~options~~ SARs

and ~~SARs,~~options, and vesting of nonvested share awards previously granted thereunder will still occur in accordance with the terms of the various grants.

Total stock-based compensation expense included in the results of operations for the ~~nine~~three months ended ~~November 27,~~May 28, 2011 and May 29, 2010, ~~and November 28, 2009,~~ was ~~$3.8~~$0.4 million and ~~$3.1~~$1.0 million, respectively. At November 27, 2010, there was $0.3 million of total unrecognized compensation cost related to SAR awards, which is expected to be recognized over a weighted average period of approximately five months.

Cash proceeds from the exercise of stock options were ~~$0.2~~$0.1 million and ~~$0.5~~$0.2 million for the ~~nine~~three months ended ~~November 27,~~May 28, 2011 and May 29, 2010, ~~and November 28, 2009,~~ respectively.

There were no options or SARs issued in the first ~~nine~~three months of fiscal ~~2011~~2012 or ~~2010.~~2011. The aggregate intrinsic value of these securities (the amount by which the stock price on the date of exercise exceeded the stock price of the award on the date of grant) exercised was minimal during the ~~nine~~three months ended ~~November 27, 2010~~May 28, 2011 and ~~November 28, 2009,~~ was $0.1 million ~~and $0.4 million, respectively.~~during the three months ended May 29, 2010.

The following table summarizes the ~~stock option and SAR~~ award transactions under the Plans for the ~~nine~~three months ended ~~November 27, 2010:~~May 28, 2011:

   Options/SARs Outstanding
   Number of
Shares Weighted
Average
Exercise Price    Weighted
Average
Remaining
Contractual
Life    Aggregate
Intrinsic
Value
Outstanding at Feb. 27, 2010
   1,536,815    $ 17.63
Awards exercised
   (17,173 ) 8.96
Awards canceled
   (26,080 ) 17.85

Outstanding at Nov. 27, 2010
   1,493,562    $ 17.72       4.9 years       $ 174,052

Vested or expected to vest at Nov. 27, 2010
   1,484,964    $ 17.69       4.9 years       $ 174,052

Exercisable at Nov. 27, 2010
   1,415,208    $ 17.50       4.8 years       $ 174,052


	Options/SARs Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at Feb. 26, 2011		1,477,324		$	17.81
Awards exercised		(11,400	)		9.98
Awards canceled		(9,200	)		19.04

Outstanding at May 28, 2011		1,456,724		$	17.86		4.4years	$	464,527

Exercisable at May 28, 2011		1,456,724		$	17.86		4.4years	$	464,527

~~Partnership Plan~~

The Amended and Restated 1987 Partnership Plan (the Partnership Plan), a plan designed to increase the ownership of Apogee stock by key employees, allowed participants selected by the Compensation Committee of the Board of Directors to defer earned incentive compensation through the purchase of Apogee common stock. The purchased stock was then matched by an equal award of nonvested shares, which vested over a predetermined period. This program was eliminated for fiscal 2006 and beyond, although vesting of nonvested shares will still occur according to the vesting period of the grants made prior to fiscal 2006.

Executive Compensation Program

In fiscal 2006, the Company implemented an executive compensation program to provide for a greater portion of total compensation to be delivered to key employees selected by the Compensation Committee of the Board of Directors through long-term incentives using performance shares, SARs and nonvested shares. ~~From fiscal 2006 through fiscal 2009, performance~~Performance shares ~~were~~have been issued at the beginning of each fiscal year in the form of nonvested share awards. Starting in fiscal 2010, the Company 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 shares or share units issued at grant is equal to the target number of performance shares and allows for the right to receive an additional number of, or fewer, shares based on meeting pre-determined Company three-year performance goals.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

The following table summarizes the nonvested share award transactions, including performance shares and performance share units, under the Plans ~~and the Company’s Partnership Plan~~ for the ~~nine~~three months ended ~~November 27, 2010:~~May 28, 2011:


	Nonvested Shares and Units					Nonvested Share Awards
	Number of Shares and Units			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at February 27, 2010		820,224		$	16.13
Nonvested at February 26, 2011							921,565		$	14.54
Granted⁽¹⁾		415,619			13.31		220,084			14.12
Vested		(238,766	)		18.38		(156,882	)		16.62
Canceled		(9,390	)		18.18		(137,957	)		17.94

Nonvested at November 27, 2010⁽²⁾		987,687		$	14.38
Nonvested at May 28, 2011⁽²⁾							846,810		$	13.49

(1)

Includes ~~193,519~~117,765 performance share units granted for the fiscal ~~2011-2013~~2012-2014 performance period at target levels.

(2)

Includes a total of ~~511,070 performance shares and~~452,314 performance share units granted and outstanding at target level for fiscal ~~2009-2011,~~ 2010-2012, 2011-2013 and ~~2011-2013.~~2012-2014.

At ~~November 27, 2010,~~May 28, 2011, there was ~~$6.0~~$7.1 million of total unrecognized compensation cost related to nonvested share and performance share unit awards, which is expected to be recognized over a weighted average period of approximately 2223 months. The total fair value of shares vested during the ~~nine months of fiscal 2011~~current period was ~~$3.2~~$2.2 million.

~~4. Earnings per Share~~

4.	Earnings per Share

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

   Three months ended    Nine months ended
(In thousands, except per share data)
   Nov. 27,
2010 Nov. 28,
2009    Nov. 27,
2010 Nov. 28,
2009
Basic earnings per share – weighted common shares outstanding
   27,608    27,371       27,616    27,369
Weighted common shares assumed upon exercise of stock options
   —      96       —      60
Unvested shares for deferred compensation plans
   —      271       —      228

Diluted earnings per share – weighted common shares and potential common shares outstanding
   27,608    27,738       27,616    27,657

Earnings (loss) per share – basic
   $ (0.08 ) $ 0.39       $ (0.21 ) $ 1.14
Earnings (loss) per share – diluted
   (0.08 ) 0.39       (0.21 ) 1.13

Stock options excluded from the calculation of diluted earnings per share because the exercise price was greater than the average market price of the common shares
   —      1,017       —      1,176


	Three months ended
(In thousands)	May 28, 2011			May 29, 2010
Basic earnings per share – weighted common shares outstanding		27,862			27,638

Diluted earnings per share – weighted common shares and potential common shares outstanding		27,862			27,638

Loss per share – basic	$	(0.08	)	$	(0.13	)
Loss per share – diluted		(0.08	)		(0.13	)

Stock options excluded from the calculation of earnings per share because the exercise price was greater than the average market price of the common shares		1,126			991

Due to the net loss, there was no dilutive impact from unvested shares in the ~~third~~first quarter ~~or nine-month period~~ of fiscal 2012 or 2011.

~~5. Inventories~~

(In thousands)
   Nov. 27,
2010    Feb. 27,
2010
Raw materials
   $ 15,077       $ 12,108
Work-in-process
   6,787       6,459
Finished goods
   11,193       11,447
Costs and earnings in excess of billings on uncompleted contracts
   376       517

Total inventories
   $ 33,433       $ 30,531

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

5.	Inventories


(In thousands)	May 28, 2011		Feb. 26, 2011
Raw materials	$	14,099	$	12,244
Work-in-process		9,994		7,807
Finished goods		12,714		11,182
Costs and earnings in excess of billings on uncompleted contracts		1,541		1,375

Total inventories	$	38,348	$	32,608

~~6. Financial Assets~~

6.	Financial Assets

The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value as of ~~November 27, 2010~~May 28, 2011 and February ~~27, 2010,~~26, 2011, are summarized below:


(In thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Fair Value		(In thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Fair Value
November 27, 2010
May 28, 2011									May 28, 2011
Cash equivalents									Cash equivalents
Money market funds									Money market funds	$	2,510	$	—	$	—	$	2,510

Total cash equivalents									Total cash equivalents		2,510		—		—		2,510

Short-term investments									Short-term investments
Municipal bonds									Municipal bonds	$	—	$	8,465	$	—	$	8,465

Total short-term investments									Total short-term investments		—		8,465		—		8,465

Marketable securities available for sale									Marketable securities available for sale
Municipal bonds									Municipal bonds	$	—	$	14,959	$	—	$	14,959

Total marketable securities available for sale									Total marketable securities available for sale		—		14,959		—		14,959

Restricted investments									Restricted investments
Money market funds									Money market funds	$	35,187	$	—	$	—	$	35,187

Total restricted investments									Total restricted investments		35,187		—		—		35,187

Other investments									Other investments
Mutual funds									Mutual funds	$	960	$	—	$	—	$	960

Total other investments									Total other investments		960		—		—		960

Total assets and liabilities at fair value									Total assets and liabilities at fair value	$	38,657	$	23,424	$	—	$	62,081

February 26, 2011									February 26, 2011
Cash equivalents									Cash equivalents
Money market funds	$	3,211	$	—	$	—	$	3,211	Money market funds	$	13,787	$	—	$	—	$	13,787

Total cash equivalents		3,211		—		—		3,211	Total cash equivalents		13,787		—		—		13,787

Short-term investments									Short-term investments
Variable rate demand notes	$	—	$	7,320	$	—	$	7,320	Variable rate demand notes	$	—	$	7,300	$	—	$	7,300
Municipal bonds		—		24,864		—		24,864	Municipal bonds		—		3,863		—		3,863

Total short-term investments		—		32,184		—		32,184	Total short-term investments		—		11,163		—		11,163

Marketable securities available for sale									Marketable securities available for sale
Municipal bonds	$	—	$	16,771	$	—	$	16,771	Municipal bonds	$	—	$	15,709	$	—	$	15,709

Total marketable securities available for sale		—		16,771		—		16,771	Total marketable securities available for sale		—		15,709		—		15,709

Restricted investments									Restricted investments
Money market funds	$	11,846	$	—	$	—	$	11,846	Money market funds	$	35,803	$	—	$	—	$	35,803

Total restricted investments		11,846		—		—		11,846	Total restricted investments		35,803		—		—		35,803

Total assets and liabilities at fair value	$	15,057	$	48,955	$	—	$	64,012	Total assets and liabilities at fair value	$	49,590	$	26,872	$	—	$	76,462


February 27, 2010
Cash equivalents
Money market funds	$	45,573	$	—	$	—	$	45,573

Total cash equivalents		45,573		—		—		45,573

Short-term investments
Commercial paper	$	—	$	3,996	$	—	$	3,996
U.S. Treasury bills		1,999		—		—		1,999
Variable rate demand notes		—		13,465		—		13,465
Municipal bonds		—		36,246		—		36,246

Total short-term investments		1,999		53,707		—		55,706

Marketable securities available for sale
Municipal bonds	$	—	$	22,397	$	—	$	22,397

Total marketable securities available for sale		—		22,397		—		22,397

Total assets and liabilities at fair value	$	47,572	$	76,104	$	—	$	123,676

Cash equivalents

Cash equivalents include highly liquid investments with an original maturity of three months or less, and consist primarily of money market funds. The cash equivalents are held at fair value based on quoted market prices, which approximates stated cost.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

Short-term investments

The Company has short-term investments of ~~$32.2~~$8.5 million as of ~~November 27, 2010,~~May 28, 2011, consisting of ~~variable rate demand note (VRDN) securities and~~ municipal bonds. The Company’s VRDN investments are of high credit quality and secured by direct-pay letters of credit from major financial institutions. These investments have variable rates tied to short-term interest rates. Interest rates are reset weekly and these VRDN securities can be tendered for sale upon notice (every seven days) to the trustee. Although the Company’s VRDN securities are issued and rated as long-term securities (with maturities ranging from 2031 through 2052), they are priced and traded as short-term instruments. The Company classifies these short-term investments as ~~“available-for-sale.” Commercial paper, VRDN securities~~“available-for-sale” and ~~municipal bonds~~they are carried at fair market value based on ~~market~~ prices from recent trades of similar securities. ~~U.S. Treasury Bills are carried at fair market value based on quoted market prices.~~

Marketable securities available for sale

The Company has ~~$16.8~~$15.0 million of marketable securities available for sale, ~~$15.2~~$13.4 million of which are held by the Company’s wholly owned insurance subsidiary, Prism Assurance, Ltd. (Prism). Prism insures a portion of the Company’s workers’ compensation, general liability and automobile liability risks using reinsurance agreements to meet statutory requirements. The reinsurance carrier requires Prism to maintain fixed-maturity investments, which are generally high-quality municipal bonds, for the purpose of providing collateral for Prism’s obligations under the reinsurance agreement. All of the Company’s fixed maturity investments are classified as “available-for-sale,” are carried at fair value and are reported as marketable securities available for sale in the consolidated balance sheet. Unrealized gains and losses are reported in accumulated other comprehensive loss, net of income taxes, until the investments are sold or upon impairment. These investments are ~~held~~carried at fair value based on ~~market~~ prices from recent trades of similar ~~securities, which approximates stated cost.~~securities.

Restricted investments

The Company has ~~$11.8~~$24.5 million of current restricted investments consisting of money market funds that were required to be made available to cover our exposure for letters of credit outside of our revolving credit facility and credit-card programs. The Company has $10.7 million of long-term restricted investments consisting of money market funds, which are short-term in nature but are restricted for future investment in the Company’s architectural glass fabrication facility in ~~Utah.~~Utah, and are therefore classified as long-term. The restricted investments are held at fair value based on quoted market prices, which approximates stated cost.

Other investments

The Company has $1.0 million of investments in mutual funds with the intention of utilizing them as a long-term funding source for the Company’s deferred compensation plan. The mutual fund investments are held at fair value, based on quoted market prices.

The amortized cost, gross unrealized gains and losses, and estimated fair values of investments available for sale at ~~November 27, 2010~~May 28, 2011 and February ~~27, 2010,~~26, 2011, are as follows:


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
November 27, 2010
May 28, 2011										May 28, 2011
Municipal bonds										Municipal bonds	$	23,329	$	383	$	(288	)	$	23,424

Total investments										Total investments	$	23,329	$	383	$	(288	)	$	23,424

February 26, 2011										February 26, 2011
Variable rate demand notes	$	7,320	$	—	$	—		$	7,320	Variable rate demand notes	$	7,300	$	—	$	—		$	7,300
Municipal bonds		41,536		433		(334	)		41,635	Municipal bonds		19,619		313		(360	)		19,572

Total investments	$	48,856	$	433	$	(334	)	$	48,955	Total investments	$	26,919	$	313	$	(360	)	$	26,872


February 27, 2010
Commercial paper	$	3,997	$	—	$	(1	)	$	3,996
U.S. Treasury bills		2,000		—		(1	)		1,999
Variable rate demand notes		13,465		—		—			13,465
Municipal bonds		58,435		570		(362	)		58,643

Total investments	$	77,897	$	570	$	(364	)	$	78,103

The Company tests for other than temporary losses on a quarterly basis and has considered the unrealized losses indicated above to be temporary in nature. The Company intends to hold the investments until it can recover the full principal amount and has the ability to do so based on other sources of liquidity. The Company expects such recoveries to occur prior to the contractual maturities.

The following table presents the length of time that available-for-sale securities were in continuous unrealized loss positions, but were not deemed to be other than temporarily impaired, as of ~~November 27, 2010:~~May 28, 2011:

   Less Than 12 Months Greater Than or Equal to
12 Months Total
   Fair    Unrealized Fair    Unrealized Fair    Unrealized
(In thousands)
   Value    Losses Value    Losses Value    Losses
Municipal bonds
   $ 12,754       $ (85 ) $ 1,001       $ (249 ) $ 13,755       $ (334 )

Total investments
   $ 12,754       $ (85 ) $ 1,001       $ (249 ) $ 13,755       $ (334 )

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~


	Less Than 12 Months					Greater Than or Equal to 12 Months					Total
(In thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Municipal bonds	$	5,847	$	(37	)	$	999	$	(251	)	$	6,846	$	(288	)

Total investments	$	5,847	$	(37	)	$	999	$	(251	)	$	6,846	$	(288	)

The amortized cost and estimated fair values of investments at ~~November 27, 2010,~~May 28, 2011, 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 call or prepayment penalties.

(In thousands)
   Amortized
Cost    Estimated
Market Value
Due within one year
   $ 32,216       $ 32,184
Due after one year through five years
   5,306       5,517
Due after five years through 10 years
   5,391       5,517
Due after 10 years through 15 years
   2,779       2,786
Due beyond 15 years
   3,164       2,951

Total
   $ 48,856       $ 48,955

We recognized gross realized gains of $0.2 million and $0.4 million during the three and nine-month periods of fiscal 2011, respectively, which are included in other income, net in the accompanying consolidated results of operations. Gross realized losses were not material during that timeframe and there10


(In thousands)	Amortized Cost		Estimated Market Value
Due within one year	$	8,459	$	8,465
Due after one year through five years		5,576		5,844
Due after five years through 10 years		4,982		5,048
Due after 10 years through 15 years		2,087		2,091
Due beyond 15 years		2,225		1,976

Total	$	23,329	$	23,424

There were immaterial amounts of realized gains and realized losses during the ~~three and nine-month~~three-month periods of fiscal ~~2010.~~2012 and 2011.

~~7. Acquisition~~

7.	Goodwill and Other Identifiable Intangible Assets

On November 19, 2010, the Company acquired 100 percent of the stock of Glassec Vidros de Seguranca Ltda., a privately held business, for $21.2 million, net of cash acquired of $0.6 million. Glassec is a leading architectural glass fabricator in Brazil. The ~~business is called Glassec Viracon and operates as part of the Company’s architectural glass business. Glassec’s fiscal year ends December 31 and will be reported~~change in the consolidated financial statements on a two-month lag. As a result, the consolidated results of operations and statement of cash flows at November 27, 2010, do not include the earnings or cash flows of Glassec. The pro forma impact of Glassec was not significant to the Company’s results for the three and nine-month periods ended November 27, 2010.

The estimated assets and liabilities of Glassec were recorded in the consolidated balance sheet within the Architectural segment at November 27, 2010. The preliminary purchase price allocation was based on estimates of the fair value of assets acquired and liabilities assumed and included total assets of $30.7 million, including estimated goodwill of $6.2 million and estimated intangibles of $6.2 million, and total liabilities of $9.2 million, including long-term debt of $1.2 million. Because the acquisition was completed near quarter-end, all balances recorded are estimated amounts; the purchase price allocation will be finalized subsequent to the third quarter as the valuation of identifiable assets and liabilities is completed.

~~8. Goodwill and Other Identifiable Intangible Assets~~

The Company tests the goodwill of each of its reporting units for impairment annually or more frequently if indicators exist that would suggest that goodwill could be impaired in accordance with accounting standards. During the third quarter of fiscal 2011, the Company’s market capitalization was below net book value, which is considered a possible impairment indicator. Accordingly, the Company performed an analysis of each of its reporting units and assessed goodwill for possible impairment. Based on the results of this analysis, management concluded that the fair value of each of its reporting units continues to exceed its carrying value and thus further analysis of goodwill was not required as of November 27, 2010. The Company will update this analysis for any changes in fair value assumptions or carrying amounts during its annual impairment test conducted during the fourth quarter.

~~The~~ carrying amount of goodwill ~~net of accumulated amortization,~~ attributable to each business segment as of the ~~nine~~three months ended ~~November 27, 2010,~~May 28, 2011, is detailed ~~below, including estimated goodwill for the Glassec acquisition.~~below.

(In thousands)
   Architectural    Large-Scale
Optical    Total
Balance at February 27, 2010
   $ 47,961       $ 10,557       $ 58,518
Goodwill acquired
   6,180       —         6,180

Balance at November 27, 2010
   $ 54,141       $ 10,557       $ 64,698

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~


(In thousands)	Architectural		Large-Scale Optical		Total
Balance at February 26, 2011	$	55,716	$	10,557	$	66,273
Foreign currency translation		175		—		175

Balance at May 28, 2011	$	55,891	$	10,557	$	66,448

The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives and were as follows:


	November 27, 2010							February 27, 2010							May 28, 2011
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation		Net
Debt issue costs	$	2,337	$	(1,820	)	$	517	$	2,074	$	(1,722	)	$	352	$	2,795	$	(1,613	)	$	—	$	1,182
Non-compete agreements		7,149		(4,537	)		2,612		6,089		(4,065	)		2,024		6,822		(4,902	)		15		1,935
Customer relationships		15,368		(6,525	)		8,843		12,092		(5,518	)		6,574		16,069		(7,289	)		86		8,866
Purchased intellectual property		7,654		(1,325	)		6,329		5,800		(1,129	)		4,671		8,559		(1,504	)		61		7,116

Total	$	32,508	$	(14,207	)	$	18,301	$	26,055	$	(12,434	)	$	13,621	$	34,245	$	(15,308	)	$	162	$	19,099


															February 26, 2011
(In thousands)															Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation		Net
Debt issue costs															$	2,763	$	(1,534	)	$	—	$	1,229
Non-compete agreements																6,803		(4,712	)		19		2,110
Customer relationships																15,966		(6,906	)		103		9,163
Purchased intellectual property																8,487		(1,406	)		72		7,153

Total															$	34,019	$	(14,558	)	$	194	$	19,655

Amortization expense on these identifiable intangible assets was ~~$1.8~~$0.8 million and ~~$2.2~~$0.6 million for the ~~nine~~three months ended ~~November 27,~~May 28, 2011 and May 29, 2010, ~~and November 28, 2009,~~ respectively. The amortization expense associated with the debt issue costs is included in interest expense while the remainder is in selling, general and administrative expenses in the consolidated results of operations. At ~~November 27, 2010,~~May 28, 2011, the estimated future amortization expense for identifiable intangible assets ~~including estimates for Glassec,~~ for the remainder of fiscal ~~2011~~2012 and all of the following four fiscal years is as follows:


(In thousands)	Remainder of Fiscal 2011		Fiscal 2012		Fiscal 2013		Fiscal 2014		Fiscal 2015		Remainder of Fiscal 2012		Fiscal 2013		Fiscal 2014		Fiscal 2015		Fiscal 2016
Estimated amortization expense	$	592	$	3,071	$	2,542	$	1,769	$	1,544	$	2,457	$	2,801	$	2,072	$	1,568	$	1,321

~~9. Long-Term Debt~~

8.	Long-Term Debt

The Company maintains ~~a $100.0~~an $80.0 million revolving credit facility, which expires in ~~November 2011.~~January 2014. No borrowings were outstanding ~~under the facility~~ as of ~~November 27, 2010~~May 28, 2011 or February ~~27, 2010.~~26, 2011. The credit facility requires the Company to maintain a minimum level of net worth as defined in the credit facility based on certain quarterly financial calculations. The minimum required net worth computed in accordance with the credit agreement at ~~November 27, 2010,~~May 28, 2011 was ~~$270.8~~$267.1 million,

whereas the Company’s net worth as defined in the credit facility was ~~$332.9~~$323.4 million. The credit facility also requires that the Company maintain ~~a debt-to-cash flow~~an adjusted debt-to-EBITDA ratio of nonot more than 2.75. This ratio is computed ~~daily,~~quarterly, with ~~cash flow~~EBITDA computed on a rolling ~~12-month~~four-quarter basis. For purposes of calculating the adjusted debt in the adjusted debt-to-EBITDA ratio, the Company reduces non-credit facility debt for up to $25 million to the extent of unrestricted cash balances, cash equivalents and short-term investments in excess of $15 million. The Company’s ratio was ~~1.54~~0.00 at ~~November 27, 2010.~~May 28, 2011. If the Company is not in compliance with either of these covenants, the ~~lender~~lenders may terminate the commitment and/or declare any loan then outstanding to be immediately due and payable. At ~~November 27, 2010,~~May 28, 2011, the Company was in compliance with ~~all of~~ the financial covenants of the credit facility.

The Company assumed debt of $3.1 million as part of the Glassec acquisition, of which $1.9 million is recorded as the current maturity of long-term debt. The acquired debt matures in fiscal years 2011 through 2021 and has a weighted average interest rate of 9.5 percent.

During the first quarter of fiscal 2011, $12.0 million of recovery zone facility bonds were issued and made available for future investment in the Company’s architectural glass fabrication facility in Utah. Interest on the bonds is excludable from gross income for federal income and alternative minimum tax purposes. The interest rate on the bonds resets weekly and is equal to the market rate of interest earned for similar revenue bonds or other tax-free securities. The bonds will mature on April 1, 2035. The proceeds are reported as restricted investments in the consolidated balance sheet until disbursed; $0.2 million was disbursed during the nine-month period.

Long-term debt at ~~November 27, 2010,~~May 28, 2011 and February 26, 2011, consists of $12.0 million of recovery zone facility bonds, $8.4 million of industrial development bonds, and ~~$1.2 million of~~other debt assumed as part of the Glassec acquisition. ~~At February 27, 2010, long-term debt consisted of just the $8.4 million of industrial development bonds.~~ The industrial development and recovery zone facility bonds mature in fiscal years 2021 through ~~2036.~~2036, and the other debt matures in fiscal years 2012 through 2021.

Interest payments were ~~$0.4~~$0.2 million and ~~$0.7~~$0.1 million for the ~~nine-month~~three-month periods ended ~~November 27,~~May 28, 2011 and May 29, 2010, ~~and November 28, 2009,~~ respectively.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

~~10. Employee Benefit Plans~~

9.	Employee Benefit Plans

Components of net periodic benefit cost for the Company’s Officers’ Supplemental Executive Retirement Plan (SERP) and Tubelite, Inc. Hourly Employees’ Pension Plan (Tubelite Plan) for the ~~three and nine-month~~three-month periods ended ~~November 27,~~May 28, 2011 and May 29, 2010, ~~and November 28, 2009,~~ were as follows:


	Three months ended						Nine months ended						Three months ended
(In thousands)	Nov. 27, 2010			Nov. 28, 2009			Nov. 27, 2010			Nov. 28, 2009			May 28, 2011			May 29, 2010
Interest cost	$	166		$	171		$	498		$	513		$	164		$	166
Expected return on assets		(56	)		(44	)		(168	)		(132	)		(54	)		(56	)
Amortization of unrecognized transition amount		—			(1	)		—			(3	)
Amortization of unrecognized net loss		30			15			90			45			30			30

Net periodic benefit cost	$	140		$	141		$	420		$	423		$	140		$	140

~~11. Income Taxes~~The Company maintains a deferred compensation plan that allows participants to defer compensation and assist in saving for retirement and other short-term needs. The deferred compensation liability was $2.4 million at May 28, 2011 and is included in other long-term liabilities in the consolidated balance sheet. The deferred compensation plan has historically been unfunded. In the first quarter of fiscal 2012, the Company invested in corporate-owned life insurance policies (COLI) of $1.4 million and mutual funds of $1.0 million with the intention of utilizing them as a long-term funding source for the deferred compensation plan. The COLI assets are recorded at their net cash surrender values and are included in other non-current assets in the consolidated balance sheet. The mutual fund investments are recorded at estimated fair value, based on quoted market prices, and are included in other non-current assets in the consolidated balance sheet.

10.	Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction, Brazil and various U.S. state jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years prior to fiscal 2008 or state and local income tax examinations ~~by tax authorities~~ for years prior to fiscal ~~2004. The Internal Revenue Service (IRS) has audited~~2005. During the first quarter of fiscal 2012, the Company ~~through fiscal 2002. The Company is currently under examination by~~entered into an administrative appeals agreement with the IRS to conclude the federal audit for fiscal years 2004 through 2007. The Company is not currently under U.S. federal examination for years subsequent to fiscal year 2007, and there is currently very limited audit activity of the Company’s income tax returns in U.S. state jurisdictions and Brazil.

The total gross liability for unrecognized tax benefits at ~~November 27, 2010~~May 28, 2011 and February ~~27, 2010,~~26, 2011, was approximately ~~$11.7~~$11.8 million and ~~$16.1~~$13.8 million, respectively. InThe decrease in the second quarter of fiscal 2011, the reserve was decreased primarily due to the favorable resolution of an outstanding tax exposure related to a foreign operation discontinued in 1998. The resolution of this item cleared the total liability for unrecognized tax benefits ~~of $4.9 million related~~was due to ~~discontinued operations that was outstanding at~~reducing liabilities upon entering into the ~~end of~~agreement for fiscal ~~2010.~~years 2004 through 2007 noted above. The Company records the impact of penalties and interest related to unrecognized tax benefits in income tax expense, which is consistent with past practices. The total liability for unrecognized tax benefits is expected to decrease by approximately ~~$1.6~~$2.1 million during the next 12 months due to ~~audit settlements.~~the lapsing of statutes.

~~12. Discontinued Operations~~

11.	Discontinued Operations

In several transactions in fiscal years 1998 through 2000, the Company completed the sale of its large-scale domestic curtainwall business, the sale of the Company’s detention/security business and its exit from international curtainwall operations. In the first quarter of fiscal 2012, the Company paid $3.0 million for resolution of an outstanding legal claim related to a foreign discontinued operation, which was fully reserved in discontinued operations at the end of

fiscal 2011. The remaining estimated cash expenditures related to ~~these~~ discontinued operations are recorded as liabilities of discontinued operations and a majority of the remaining cash expenditures related to discontinued operations is expected to be paid within the next three years. The majority of these liabilities relate to the international curtainwall operations, including bonds outstanding, of which the precise degree of liability related to these matters will not be known until they are settled within the U.K. courts. The reserve for discontinued operations also coverscover warranty issues relating to ~~these~~domestic and ~~other~~ international construction ~~projects.~~

~~During~~projects that the ~~second quarter of~~Company expects will be resolved over the current year, the favorable resolution of an outstanding tax exposure related to a foreign operation discontinued in 1998 resulted in the release of $4.9 million of uncertain tax positions and non-cash income from discontinued operations. During the second quarter of fiscal 2010, a favorable resolution of an outstanding lease claim resulted in income from discontinued operations of $0.3 million.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

next five years.


(In thousands)	May 28, 2011		February 26, 2011
Summary Balance Sheets of Discontinued Businesses
Accounts payable and accrued liabilities	$	775	$	4,023
Long-term liabilities		618		642

   Three months ended    Nine months ended
(In thousands)
   Nov. 27,
2010    Nov. 28,
2009    Nov. 27,
2010    Nov. 28,
2009
Condensed Statement of Operations from Discontinued Businesses

Net sales
   $ —         $ —         $ —         $ —

Earnings before income taxes
   —         —         —         —
Income tax expense (benefit)
   —         —         —         —

Earnings from operations, net of income taxes
   —         —         —         —
Gain on disposal, net of income taxes
   —         —         4,870       335

Net earnings
   $ —         $ —         $ 4,870       $ 335

(In thousands)
         Nov. 27,
2010    Feb. 27,
2010
Summary Balance Sheets of Discontinued Businesses

Accounts payable and accrued liabilities
         $ 754       $ 784
Long-term liabilities
         2,501       2,712

~~13. Commitments and Contingent Liabilities~~

12.	Commitments and Contingent Liabilities

Operating lease commitments.As of ~~November 27, 2010,~~May 28, 2011, the Company was obligated under noncancelable operating leases for buildings and equipment. Certain leases provide for increased rentals based upon increases in real estate taxes or operating costs. Future minimum rental payments under noncancelable operating leases are:


(In thousands)	Remainder of Fiscal 2011		Fiscal 2012		Fiscal 2013		Fiscal 2014		Fiscal 2015		Thereafter		Total		Remainder of Fiscal 2012		Fiscal 2013		Fiscal 2014		Fiscal 2015		Fiscal 2016		Thereafter		Total
Total minimum payments	$	1,189	$	4,371	$	3,654	$	2,621	$	1,958	$	4,382	$	18,175	$	5,657	$	6,085	$	4,872	$	4,054	$	4,015	$	5,243	$	29,926

In the first quarter of fiscal 2012, the Company entered into an agreement for the sale and leaseback of equipment for a sale price of $10.3 million. Under the sale and leaseback agreement, the Company has an option to purchase the equipment at projected future fair market value upon expiration of the lease, which occurs in fiscal 2018. The lease is classified as an operating lease. The Company has a deferred gain of $6.6 million under this sale and leaseback transaction, which is included in the balance sheet caption as other accrued expenses and other long-term liabilities. The average annual lease payment over the life of the remaining lease is $1.6 million.

Bond commitments. In the ordinary course of business, predominantly in the Company’s installation business, the Company is required to provide a surety or performance bond that commits payments to its customers for any non-performance by the Company. At ~~November 27, 2010, $89.6~~May 28, 2011, $115.0 million of the Company’s backlog was bonded by performance bonds with a face value of ~~$290.2~~$337.8 million. Performance bonds do not have stated expiration dates, as the Company is released from the bonds upon completion of the contract. The Company has never been required to pay on these performance-based bonds with respect to any of the current portfolio of businesses.

Guarantees and warranties. The Company accrues for warranty and claim costs as a percentage of sales based on historical trends and for specific sales credits as they become known and estimable. Actual warranty and claim costs are deducted from the accrual when incurred. The Company’s warranty and claim accruals are detailed below.

   Nine months ended
(In thousands)
   Nov. 27,
2010 Nov. 28,
2009
Balance at beginning of period
   $ 4,996    $ 5,073
Additional accruals
   6,724    2,741
Claims paid
   (4,910 ) (3,476 )

Balance at end of period
   $ 6,810    $ 4,338

In the second quarter, the Company was notified of architectural glass product quality issues resulting from a vendor-supplied material used in a portion of first-quarter production. Through third quarter, all impacted customers were contacted and a majority of impacted glass units were inspected. Products that required replacement have been identified, most back charges filed, and resolution with our vendor for reimbursement of direct expenses finalized. The Company expensed approximately $2.0 million to address these issues in the second quarter and recorded a net benefit of $0.9 million in the third quarter, including reimbursement from our vendor. An accrual of $1.4 million was recorded in the third quarter for estimated costs yet to be incurred in the fourth quarter. The impact of this activity is largely reported in cost of sales for each quarter.


	Three months ended
(In thousands)	May 28, 2011			May 29, 2010
Balance at beginning of period	$	9,887		$	4,996
Additional accruals		903			1,537
Claims paid		(2,362	)		(1,180	)

Balance at end of period	$	8,428		$	5,353

Letters of credit.At ~~November 27, 2010,~~May 28, 2011, the Company had ongoing letters of credit related to its construction contracts and certain industrial development and recovery zone facility bonds. The total value of letters of credit under which the Company was obligated as of ~~November 27, 2010,~~May 28, 2011, was approximately ~~$24.4~~$23.0 million. The Company’s total availability under its ~~$100.0~~$80.0 million credit facility is reduced by borrowings under the facility and also by letters of credit issued under the facility. As of ~~November 27, 2010,~~May 28, 2011, none of the existing letters of credit ~~in the amount of $23.2 million~~ had been issued under the credit facility.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(unaudited)~~

Purchase obligations.The Company has purchase obligations for raw material commitments and capital expenditures. As of ~~November 27, 2010,~~May 28, 2011, these obligations totaled ~~$14.7~~$11.0 million.

~~Litigation.~~Non-compete agreements.The Company has entered into a number of non-compete and consulting agreements associated with current and former employees. As of May 28, 2011, future payments of $1.5 million were committed under such agreements.

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

~~14. Comprehensive Earnings~~

13.	Comprehensive Earnings

   Three months ended    Nine months ended
(In thousands)
   Nov. 27,
2010 Nov. 28,
2009    Nov. 27,
2010 Nov. 28,
2009
Net (loss) earnings
   $ (2,322 ) $ 10,725       $ (5,922 ) $ 31,269
Unrealized (loss) gain on marketable securities, net of $(131), $54, $(38) and $93 tax (benefit) expense, respectively
   (242 ) 100       (69 ) 173
Foreign currency translation adjustments
   (311 ) —         (311 ) —

Comprehensive (loss) earnings
   $ (2,875 ) $ 10,825       $ (6,302 ) $ 31,442


	Three months ended
(In thousands)	May 28, 2011			May 29, 2010
Net loss	$	(2,177	)	$	(3,479	)
Unrealized gain (loss) on short-term investments and marketable securities, net of $49 and $(37) tax expense (benefit), respectively		93			(65	)
Foreign currency translation adjustments		492			—

Comprehensive loss	$	(1,592	)	$	(3,544	)

~~15. Segment Information~~

14.	Segment Information

The following table presents sales and operating income data for the Company’s two segments, and on a consolidated basis, for the three ~~and nine~~ months ended ~~November 27, 2010,~~May 28, 2011, as compared to the corresponding ~~periods~~period a year ago.


	Three months ended						Nine months ended						Three months ended
(In thousands)	Nov. 27, 2010			Nov. 28, 2009			Nov. 27, 2010			Nov. 28, 2009			May 28, 2011			May 29, 2010
Net Sales from Continuing Operations
Architectural	$	125,742		$	158,205		$	379,421		$	495,499		$	135,287		$	126,368
Large-Scale Optical		21,458			21,611			55,499			52,615			18,052			16,662
Intersegment eliminations		—			(4	)		(41	)		(10	)		(1	)		(2	)

Net sales	$	147,200		$	179,812		$	434,879		$	548,104		$	153,338		$	143,028


Operating (Loss) Income from Continuing Operations
Architectural	$	(8,363	)	$	9,594		$	(27,771	)	$	35,229		$	(7,053	)	$	(8,644	)
Large-Scale Optical		7,411			7,427			15,015			13,274			4,632			3,358
Corporate and other		(889	)		(968	)		(2,588	)		(2,894	)		(1,007	)		(855	)

Operating (loss) income	$	(1,841	)	$	16,053		$	(15,344	)	$	45,609
Operating loss													$	(3,428	)	$	(6,141	)

Due to the varying combinations of individual window systems and curtainwall, the Company has determined that it is impractical to report product and service revenues generated by the Architectural segment by class of product, beyond the segment revenues currently reported.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forecasts and projections in this document are “forward-looking statements,” and are based on management’s current expectations or beliefs of the Company’s near-term results, based on current information available pertaining to the Company, including the risk factors noted under Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010.~~26, 2011. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public such as press releases, presentations to securities analysts or investors, or other communications by the Company. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results.

Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of the Company are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to, the risks and uncertainties set forth under Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010.~~26, 2011.

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

Overview

We are a leader in certain technologies involving the design and development of value-added glass products, services and systems. The Company is comprised of two segments: Architectural Products and Services (Architectural) and Large-Scale Optical Technologies (LSO). Our Architectural segment companies design, engineer, fabricate, install, maintain and renovate the walls of glass, windows, storefront and entrances comprising the outside skin of commercial and institutional buildings. Businesses in this segment are: Viracon, Inc., including ~~Glassec Viracon, a~~GlassecViracon, fabricator of coated, high-performance architectural glass for global markets; Harmon, Inc., one of the largest U.S. full-service building glass installation ~~maintenance~~ and renovation companies; Wausau Window and Wall Systems, a manufacturer of standard and custom aluminum window systems and curtainwall for the North American commercial construction market; Linetec, a paint and anodizing finisher of architectural aluminum and PVC shutters for U.S. markets; and Tubelite, Inc, a fabricator of aluminum storefront, entrance and curtainwall products for the U.S. commercial construction industry. Our LSO segment consists of Tru Vue, Inc., a manufacturer of value-added glass and acrylic for the custom picture framing ~~and commercial optics markets.~~market.

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended February ~~27, 2010~~26, 2011 and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

Sales and Earnings

The relationship between various components of operations, stated as a percent of net sales, is illustrated below for the ~~three and nine-month~~three-month periods of the current and ~~past~~prior fiscal ~~year.~~years.

   Three months ended Nine months ended
(Percent of net sales)
   Nov. 27,
2010 Nov. 28,
2009 Nov. 27,
2010 Nov. 28,
2009
Net sales
   100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales
   84.3    75.2    86.2    75.5

Gross profit
   15.7    24.8    13.8    24.5
Selling, general and administrative expenses
   17.0    15.9    17.3    16.2

Operating (loss) income
   (1.3 ) 8.9    (3.5 ) 8.3
Interest income
   0.2    0.1    0.2    0.1
Interest expense
   0.1    0.1    0.1    —
Other income, net
   0.2    0.1    —      —

(Loss) earnings from continuing operations before income taxes
   (1.0 ) 9.0    (3.4 ) 8.4
Income tax expense (benefit)
   0.6    3.0    (0.9 ) 2.8

(Loss) earnings from continuing operations
   (1.6 ) 6.0    (2.5 ) 5.6
Earnings from discontinued operations, net of income taxes
   —      —      1.1    0.1

Net (loss) earnings
   (1.6 )% 6.0 % (1.4 )% 5.7 %

Effective tax rate for continuing operations
   NM    33.7 % 26.7 % 32.7 %

   Three months ended
(Percent of net sales)
   May 28,
2011 May 29,
2010
Net sales
   100.0 % 100.0 %
Cost of sales
   84.6    86.8

Gross profit
   15.4    13.2
Selling, general and administrative expenses
   17.6    17.5

Operating loss
   (2.2 ) (4.3 )
Interest income
   0.1    0.2
Interest expense
   0.2    —
Other income, net
   —      —

Loss before income taxes
   (2.3 ) (4.1 )
Income tax benefit
   (0.9 ) (1.7 )

Net loss
   (1.4 )% (2.4 )%

Effective tax rate for continuing operations
   37.0 % 41.3 %

Highlights of ~~Third-Quarter and First Nine-Months of~~First-Quarter Fiscal ~~2011~~2012 Compared to ~~Third-Quarter and First Nine-Months of~~First-Quarter Fiscal ~~2010~~2011

Consolidated net sales ~~decreased $32.6~~increased $10.3 million, or ~~18.1~~7.2 percent, for the ~~third~~first quarter ended ~~November 27, 2010,~~May 28, 2011, compared to the prior-year ~~period,~~period. The primary increase in the quarter was due to the addition of the GlassecViracon business, which accounted for 5.0 percentage points of the increase. We also grew the window and decreased $113.2 million, or 20.7 percent, for the nine-month period. Our architectural segment continues to be negatively impacted by the challenging commercial construction market conditions which have resulted in lower demand, driving lowerstorefront businesses and had increased volume ~~across all business lines, and lower pricing, primarily~~ in our ~~architectural~~picture framing business, more than offsetting declines in glass ~~business.~~fabrication exports.

Gross profit as a percent of sales for the quarter ended ~~November 27, 2010 decreased~~May 28, 2011, increased to ~~15.7~~15.4 percent from ~~24.8~~13.2 percent in the prior-year period, ~~a decrease~~an increase of ~~9.1~~2.2 percentage points. ~~For the nine-month period, gross profit as a percent of sales was 13.8 percent, a decrease of 10.7 percentage points from the prior-year period.~~ The ~~decreases~~increase in gross margins ~~were largely~~was primarily due to the ~~lower pricing, primarily~~margin impact from revenue growth in the window and storefront businesses, and a strong mix of value-added products in our ~~architectural glass~~picture framing business, ~~as well as~~partially offset by lower project margins, the impact of low capacity utilization from lower volume in our architectural segment, and our inability to lower our fixed cost base at the rate of declining sales. During the third quarter of the current year, gross profit was positively impacted by a net benefit of approximately $0.9 million, or 0.6 percentage points, resulting from recoveries of costs incurredmargin work in the second and third quarters to resolve architectural glass product quality issues from a vendor-supplied material. For the nine-month period, gross profit was negatively impacted by approximately $1.1 million, or 0.3 percentage points, of net expenses incurred related to this issue.installation business.

Selling, general and administrative expenses for the ~~third~~first quarter ~~decreased~~increased by ~~$3.6~~$2.1 million, ~~but increased~~and remained relatively flat as a percent of net sales at 17.6 percent compared to ~~17.0 percent from 15.9~~17.5 percent in the prior-year period. ~~For~~The $2.1 million increase in spending primarily relates to the ~~nine-month period, selling, general~~impact of the addition of the GlassecViracon business. Increased commissions and ~~administrative~~advertising expenses ~~were down $13.7 million from the prior period but were up~~ as a ~~percent~~result of net sales by 1.1 percentage points over the prior-year period. The decrease in spending for both the quarter and the nine-month periods relates to reduced accruals for incentive and long-term executive compensation expenses, and lower spending on consulting and other discretionary items as we focused on cost management. The nine-month period was also impacted by lowerincreasing sales and ~~marketing expenses, and reduced salaries and employee-related expenses due~~backlog also contributed to ~~headcount reductions. The~~the increase ~~as a percent of sales was largely due to our inability to leverage expenses over a lower level of sales dollars.~~

In the third quarter, our tax benefit from the net loss was more than offset by discrete tax expenses primarily related to certain outstanding state audits that had a negative impact during the quarter.

~~Earnings from discontinued operations for the year reflect favorable resolution of an outstanding tax exposure related to a foreign operation discontinued~~ in 1998 that provided non-cash income from discontinued operations of $4.9 million. This compares to income of $0.3 million in the prior-year nine-month period resulting from a favorable resolution of an outstanding lease claim.spending.

Segment Analysis

The following table presents sales and operating income data for our two segments and on a consolidated basis for the ~~three and nine-month periods~~three-month period ended ~~November 27, 2010,~~May 28, 2011, when compared to the corresponding ~~periods~~period a year ago.

   Three months ended Nine months ended
(In thousands)
   Nov. 27,
2010 Nov. 28,
2009 %
Change Nov. 27,
2010 Nov. 28,
2009 %
Change
Net Sales from Continuing Operations

Architectural
   $ 125,742    $ 158,205    (20.5 )% $ 379,421    $ 495,499    (23.4 )%
Large-Scale Optical
   21,458    21,611    (0.7 ) 55,499    52,615    5.5
Intersegment eliminations
   —      (4 ) NM    (41 ) (10 ) NM

Net sales
   $ 147,200    $ 179,812    (18.1 )% $ 434,879    $ 548,104    (20.7 )%

Operating (Loss) Income from Continuing Operations

Architectural
   $ (8,363 ) $ 9,594    NM    $ (27,771 ) $ 35,229    NM
Large-Scale Optical
   7,411    7,427    (0.2 )% 15,015    13,274    13.1 %
Corporate and other
   (889 ) (968 ) 8.2    (2,588 ) (2,894 ) 10.6

Operating (loss) income
   $ (1,841 ) $ 16,053    NM    $ (15,344 ) $ 45,609    NM


	Three months ended
(In thousands)	May 28, 2011			May 29, 2010			% Change
Net Sales from Continuing Operations
Architectural	$	135,287		$	126,368			7.1	%
Large-Scale Optical		18,052			16,662			8.3
Intersegment eliminations		(1	)		(2	)		NM

Net sales	$	153,338		$	143,028			7.2	%

Operating (Loss) Income from Continuing Operations
Architectural	$	(7,053	)	$	(8,644	)		18.4	%
Large-Scale Optical		4,632			3,358			37.9
Corporate and other		(1,007	)		(855	)		(17.8	)

Operating loss	$	(3,428	)	$	(6,141	)		44.2	%

NM = not meaningful

Architectural Products and Services (Architectural)

~~Third-quarter~~First-quarter net sales of ~~$125.7~~$135.3 million ~~decreased 20.5~~increased 7.1 percent ~~from~~over the prior-year period, primarily due to the addition of GlassecViracon, as well as increased revenues in the window and ~~net sales~~storefront businesses as a result of ~~$379.4 million for the nine-month period decreased 23.4 percent from the prior-year period. The rates of decline~~growth in ~~net sales for both the quarter and year-to-date periods are comparable to our markets served. We continue to be impacted by difficult U.S. commercial construction~~ market ~~conditions, with depressed employment levels and high vacancy rates for commercial buildings. Volume and pricing decreased across the architectural businesses, with our architectural~~share, which more than offset declines in glass ~~business significantly impacted by lower pricing.~~fabrication exports.

~~The segment incurred an operating~~Operating loss ~~of $8.4~~was $7.1 million in the current quarter, compared to ~~operating income of $9.6 million in the prior-year quarter. For the nine-month period, the segment incurred an operating loss of $27.8 million compared to operating income of $35.2~~$8.6 million in the prior-year period. ~~Lower~~The lower operating loss in the current year as compared to the prior year was due to the margin impact of revenue growth in the window and storefront businesses, offset by lower margin work in the installation business. The quarter loss was driven by low pricing ~~in our~~on architectural glass ~~business, along with lower project margins and lower volume throughout~~fabrication projects bid at the ~~segment, negatively impacted both~~bottom of the quarter and nine-month periods of fiscal 2011. The current-year quarter was positively impacted by a net benefit of approximately $0.9 million, or 0.7 percentage points, resulting from recoveries of costs incurred in the second and third quarters to resolvecommercial construction cycle as well as low architectural glass product quality issues from a vendor-supplied material. For the nine-month period, the segment was negatively impacted by approximately $1.1 million, or 0.3 percentage points, of net expenses incurred related to this issue.capacity utilization.

Architectural backlog at ~~November 27, 2010, decreased~~May 28, 2011 increased to ~~$165.7~~$247.0 million from ~~$246.4~~$214.9 million in the prior-year period and from ~~$193.0~~$237.2 million reported at the end of ~~the second quarter.~~fiscal 2011. Bidding activity ~~remains~~has remained solid; however, bid-to-award and contract timing continues to be slow. Although backlog declined from the second quarter, the dollar value of awarded projects awaiting final signed contracts increased by more than $20 million from the second quarter. This work is primarily scheduled for fiscal 2012. Reduced lead times for smaller architectural glass and standard window projects, as well as the quick turns required for many of the international jobs, are resulting in a higher proportion of book-and-bill work, which is not reflected in backlog. We expect approximately ~~$87~~$175 million of the ~~November 27, 2010~~May 28, 2011, backlog to flow during the remainder of fiscal ~~2011.~~2012.

Large-Scale Optical Technologies (LSO)

~~Third~~First quarter revenues were ~~$21.5~~$18.1 million, ~~flat to the prior year of $21.6 million. For the nine months ended November 27, 2010, revenues were $55.5 million, a 5.5~~up 8.3 percent ~~increase~~ over the ~~prior-year.~~prior-year period. The increase ~~for the year-to-date period~~ was ~~primarily~~ due to ~~improved~~higher volume and mix ~~as new and ongoing value-added product customers continued to convert to our best~~of value-added picture framing ~~products; volume was also up year-on-year.~~products.

Operating income of ~~$7.4~~$4.6 million in the quarter was ~~flat to~~up 37.9 percent over the prior-year period, and operating margins ~~remained relatively constant at 34.5~~increased to 25.7 percent ~~compared to 34.4~~from 20.2 percent in the pre-holiday, seasonally strong quarter for this segment. For the nine-month period, operating income of $15.0 million was up 13.1 percent over the prior year and operating margins increased to 27.1 percent compared to 25.2 percent in the prior year.prior-year period. The ~~increases~~increase in operating income and margins ~~for the nine-month period were~~was due to the ~~strong~~continuing improvement of overall mix of ~~our best~~ value-added ~~picture framing~~ products, ~~as we continued to convert this market to these products, as well as improved productivity.~~increased volume and strong operating performance.

Consolidated Backlog

At ~~November 27, 2010,~~May 28, 2011, our consolidated backlog was ~~$168.2~~$248.4 million, ~~down 33.3~~up 14.6 percent ~~from~~over the prior-year period and ~~down 14.0~~up 4.2 percent compared to the ~~$195.5~~$238.4 million reported at the end of ~~the second quarter.~~fiscal 2011.

The backlog of the Architectural segment represented more than 9899 percent of consolidated backlog.

We view backlog as an important statistic in evaluating the level of sales activity and short-term sales trends in our business. However, as backlog is only one indicator, and is not an effective indicator of our ultimate profitability, we do not believe that backlog should be used as the sole indicator of future earnings of the Company.

~~Goodwill~~

We evaluate the goodwill on our balance sheet annually or more frequently if indicators exist that would suggest that goodwill could be impaired in accordance with accounting standards. During the third quarter of fiscal 2011, our market capitalization was below net book value, which is considered a possible impairment indicator. Accordingly, we performed an analysis of each of our reporting units to assess goodwill for possible impairment. Based on the results of this analysis, we concluded that the fair value of each of our reporting units continues to exceed its carrying value and thus further analysis of goodwill was not required as of November 27, 2010.

In connection with completing this analysis during the third quarter of fiscal 2011, we determined that the fair values of our architectural glass and storefront and entrance businesses did not exceed their carrying values by a significant amount. Goodwill for these reporting units was $24.2 million and $21.7 million, respectively, at November 27, 2010. As part of our step one process for determining the estimated fair value of our reporting units, we make several

assumptions, including our earnings and cash flow projections and discount rate, each of which have a significant impact on these values. For our architectural glass business, if cash flow projections decreased by 1.8 percent or if the discount rate, currently estimated at 14.0 percent, was 0.2 percentage points higher, we would have failed step one of the impairment test for this reporting unit, requiring a step two analysis. Likewise, for our storefront and entrance business, if cash flow projections decreased by 7.6 percent or if the discount rate, currently estimated at 14.0 percent, was 0.8 percentage points higher, we would have failed step one of the impairment test for this reporting unit, requiring a step two analysis

We continue to monitor our market capitalization, along with other operational performance measures and general economic conditions. Our assumptions include pricing increases that we initiated in fiscal 2011 impacting the fiscal 2012 architectural glass business and a recovery of the commercial construction markets in fiscal 2013, consistent with external data we have historically considered for this testing. The inability to gain market acceptance of our price increases and/or a significant downward trend in the market factors could cause us to reduce the estimated fair value of some or all of our reporting units and recognize a corresponding impairment of our goodwill in connection with a future goodwill impairment test. We will update this analysis for any changes in fair value assumptions or carrying amounts during our annual impairment test conducted during the fourth quarter

~~Acquisition~~

On November 19, 2010, we acquired 100 percent of the stock of Glassec Vidros de Seguranca Ltda. (Glassec), a privately held business, for $21.2 million, net of cash acquired of $0.6 million. Glassec is a leading architectural glass fabricator in Brazil and have estimated annual sales of approximately $30 million with margins consistent with our Architectural segment. The business is called Glassec Viracon and operates as part of our architectural glass business. Glassec’s fiscal year ends December 31 and will be reported in the consolidated financial statements on a two-month lag. As a result, the consolidated results of operations and statement of cash flows at November 27, 2010, do not include the earnings or cash flows of Glassec.

Discontinued Operations

In several transactions in fiscal years 1998 through 2000, we completed the sale of our large-scale domestic curtainwall business, the sale of our detention/security business and the exit from international curtainwall operations. In the first quarter of fiscal 2012, we paid $3.0 million for resolution of an outstanding legal claim related to a foreign discontinued operation, which was fully reserved in discontinued operations at the end of fiscal 2011. The remaining estimated cash expenditures related to ~~these~~ discontinued operations are recorded as liabilities of discontinued operations and a majority of the remaining cash expenditures related to discontinued operations is expected to be paid within the next three years. The majority of these liabilities relate to the international curtainwall operations, including bonds outstanding, of which the precise degree of liability related to these matters will not be known until they are settled within the U.K. courts. The reserve for discontinued operations also coverscover warranty issues relating to ~~these~~domestic and ~~other~~ international construction ~~projects.~~

~~During~~projects that we expect to be resolved over the second quarter of fiscal 2011, favorable resolution of an outstanding tax exposure related to a foreign operation discontinued in 1998 provided non-cash income from discontinued operations of $4.9 million. During the second quarter of fiscal 2010, a favorable resolution of an outstanding lease claim resulted in income from discontinued operations of $0.3 million.next five years.

Liquidity and Capital Resources

   Nine months ended
(Cash effect, in thousands)
   November 27,
2010 November 28,
2009
Net cash (used in) provided by continuing operating activities
   $ (25,126 ) $ 73,865
Acquisition of business, net of cash acquired
   (21,162 ) —
Capital expenditures
   (7,539 ) (7,682 )
Purchases of restricted investments, net
   (11,839 ) —
Net sales (purchases) of short-term investments and marketable securities
   29,040    (14,259 )
Net proceeds from borrowings
   12,000    —

   Three months ended
(Cash effect, in thousands)
   May 28,
2011 May 29,
2010
Net cash used in continuing operating activities
   $ (20,536)    $ (30,346)
Proceeds from sales of property, plant and equipment
   10,306    133
Capital expenditures
   (1,614 ) (2,132 )
Sales (purchases) of restricted investments
   619    (11,839 )
Net sales (purchases) of short-term investments and marketable securities
   2,613    (1,679 )
Net change in borrowings
   (200 ) 12,000

Operating activities.Cash used by operating activities of continuing operations was ~~$25.1~~$20.5 million for the first ~~nine~~three months of fiscal ~~2011,~~2012, compared to ~~cash provided of $73.9~~$30.3 million in the prior-year period. ~~Lower earnings, as well as slower collection of receivables and tax benefits that are not yet recoverable as~~We experience seasonally high cash ~~impacted cash flow~~outflow from operations in the ~~current year.~~first quarter as a result of payments made to fund annual incentive compensation, retirement plan contributions and annual insurance premiums which impacted both fiscal 2012 and 2011 operating cash flows.

Non-cash working capital (current assets, excluding cash, short-term investments and short-term restricted investments, less current liabilities), our key metric for measuring working capital efficiency, was ~~$52.4~~$63.3 million at ~~November 27, 2010,~~May 28, 2011, or ~~9.0~~10.7 percent of last 12-month sales. This compares to ~~2.2~~6.8 percent at February ~~27, 2010~~26, 2011 and ~~3.6~~7.0 percent at ~~November 28, 2009.~~May 29, 2010. The ~~deterioration~~change from year-end and the prior-year period was due to ~~a decrease in our accrued expenses due to payments made to fund annual incentive compensation~~the seasonally high cash outflow mentioned above as well as working capital outflows for current quarter and ~~retirement plan contributions during the first half of the year.~~future growth. As indicated in our Form 10-K for the year ended February ~~27, 2010,~~26, 2011, we ~~continue to believe~~expected this metric ~~will~~to be negatively impacted during fiscal ~~2011 by the downturn in~~2012 as the U.S. commercial construction market ~~as some customers, general contractors and building owners may experience ongoing liquidity issues and as we are unable to improve our leverage of~~improves, requiring more working capital ~~over a smaller revenue base.~~to support increasing business activities.

Investing Activities.Through the first ~~nine~~three months of fiscal ~~2011,~~2012, investing activities ~~used $11.3~~provided $10.5 million of cash, compared to ~~$21.8~~cash used of $15.5 million in the same period last year. The current quarter included $10.3 million in proceeds from the sale and leaseback of equipment. New capital investments through the first ~~nine~~three months of fiscal ~~2011~~2012 totaled ~~$7.5~~$1.6 million, down slightly from ~~$7.7~~$2.1 million in the prior-year period. Both current and prior-year spending were primarily for safety and maintenance project expenditures, as well as ~~quick pay-back~~ productivity improvements. The prior year included purchases of restricted investments of $11.8 million ~~were~~ related to the funds received as a result of the recovery zone facility bonds that were made available for future investment in our architectural glass fabrication facility in Utah. The net position of our investments for the ~~nine-month~~three-month period resulted in ~~$29.0~~$2.6 million in net ~~sales~~sale proceeds as we sold investments to fund current operating activities, versus ~~$14.3~~$1.7 million in net purchases in the prior year. ~~This change in our investment position was due to activities to increase the amount of investments in cash equivalents in the current year to fund the acquisition of Glassec.~~

During the current-year quarter, we acquired 100 percent of the stock of Glassec, a privately held business, for $21.2 million, net of cash acquired of $0.6 million. Note 7 of the Notes to Consolidated Financial Statements contains further information regarding this acquisition.

We expect fiscal ~~2011 maintenance and safety related~~2012 capital expenditures to be less than ~~$12 million. We will consider additional strategic capital expenditures during~~$20 million, primarily for maintenance and safety related spend.

In the first quarter of fiscal ~~2011.~~2012, we invested in corporate-owned life insurance policies (COLI) of $1.4 million with the intention of utilizing them as a long-term funding source for our deferred compensation plan.

We continue to review our portfolio of businesses and their assets in comparison to our internal strategic and performance objectives. As part of this review, we may acquire other businesses, further invest in, fully divest and/or sell parts of our current businesses.

Financing Activities.Total outstanding borrowings at ~~November 27, 2010,~~May 28, 2011, were ~~$23.5~~$22.3 million compared to ~~$8.4~~$22.4 million as of February ~~27, 2010~~26, 2011 and ~~November~~$20.4 million as of May 29, 2010. Long-term debt at May 28, ~~2009. The increase in the current year was due to~~2011 and February 26, 2011, consists of $12.0 million of recovery zone facility bonds, ~~issued during the first quarter for future investment in our architectural glass fabrication facility in Utah. We also~~$8.4 million of industrial development bonds, and other debt assumed ~~approximately $3.1 million in debt, of which $1.2 million is long-term,~~ as part of the Glassec acquisition. The ~~remaining $8.4 million consists solely of~~ industrial development ~~bonds.~~and recovery zone facility bonds mature in

fiscal years 2021 through 2036 and the other debt matures in fiscal years 2012 through 2021. Our debt-to-total-capital ratio was ~~6.6~~6.4 percent at ~~November 27, 2010, compared~~both May 28, 2011 and February 26, 2011.

We maintain an $80.0 million revolving credit facility, which expires in January 2014. No borrowings were outstanding as of May 28, 2011 or February 26, 2011. The credit facility requires that we maintain a minimum level of net worth as defined in the credit facility based on certain quarterly financial calculations. The minimum required net worth computed in accordance with the credit agreement at May 28, 2011 was $267.1 million, whereas our net worth as defined in the credit facility was $323.4 million. The credit facility also requires that we maintain an adjusted debt-to-EBITDA ratio of not more than 2.75. This ratio is computed quarterly, with EBITDA computed on a rolling four-quarter basis. For purposes of calculating the adjusted debt in the adjusted debt-to-EBITDA ratio, we reduce non-credit facility debt for up to ~~2.4 percent~~$25 million to the extent of unrestricted cash balances, cash equivalents and short-term investments in excess of $15 million. Our ratio was 0.00 at ~~February 27, 2010.~~May 28, 2011. If we are not in compliance with either of these covenants, the lenders may terminate the commitment and/or declare any loan then outstanding to be immediately due and payable. At May 28, 2011, we were in compliance with the financial covenants of the credit facility.

We did not pay any dividends during the first quarter of either fiscal 2012 or 2011. This was due to the timing of quarterly dividend payments; although declared, no payments were made in either quarter.

During fiscal 2004, the Board of Directors authorized a share repurchase program of 1,500,000 shares of common stock. The Board of Directors increased this authorization by 750,000 shares in January 2008 and by 1,000,000 in October 2008. There were no share repurchases during the first ~~nine~~three months of fiscal ~~2011~~2012 or during fiscal ~~2010.~~2011. We have purchased a total of 2,004,123 shares, at a total cost of $27.3 million, since the inception of this program. We have remaining authority to repurchase 1,245,877 shares under this program, which has no expiration date.

Other Financing Activities.The following summarizes our significant contractual obligations that impact our liquidity as of ~~November 27, 2010:~~May 28, 2011:

   Future Cash Payments Due by Fiscal Period
(In thousands)
   2011
Remaining    2012    2013    2014    2015    Thereafter    Total
Continuing operations

Industrial revenue bonds
   $ —         $ —         $ —         $ —         $ —         $ 8,400       $ 8,400
Recovery zone facility bonds
   —         —         —         —         —         12,000       12,000
Other debt obligations
   591       1,884       163       67       67       352       3,124
Operating leases (undiscounted)
   1,189       4,371       3,654       2,621       1,958       4,382       18,175
Purchase obligations
   6,366       8,276       9       —         —         —         14,651

Total cash obligations
   $ 8,146       $ 14,531       $ 3,826       $ 2,688       $ 2,025       $ 25,134       $ 56,350

We maintain a $100.0 million revolving credit facility, which expires in November 2011. No borrowings were outstanding as of November 27, 2010. The credit facility requires that we maintain a minimum level of net worth as defined in the credit facility based on certain quarterly financial calculations. The minimum required net worth computed in accordance with the credit agreement at November 27, 2010, was $270.8 million, whereas our net worth as defined in the credit facility was $332.9 million. The credit facility also requires that we maintain a debt-to-cash flow ratio of no more than 2.75. This ratio is computed daily, with cash flow computed on a rolling 12-month basis. Our ratio was 1.54 at November 27, 2010. If we are not in compliance with either of these covenants, the lender may terminate the commitment and/or declare any loan then outstanding to be immediately due and payable. At November 27, 2010, we were in compliance with all of the financial covenants of the credit facility.

We assumed debt of $3.1 million as part of the Glassec acquisition, of which $1.9 is recorded as the current maturity of long-term debt. The acquired debt matures in fiscal years 2011 through 2021 and has a weighted average interest rate of 9.5 percent.

During the first quarter of fiscal 2011, $12.0 million of recovery zone facility bonds were issued and made available for future investment in our architectural glass fabrication facility in Utah. Interest income on the bonds is excludable from gross income for federal income and alternative minimum tax purposes. The interest rate on the bonds resets weekly and is equal to the market rate of interest earned for similar revenue bonds or other tax-free securities. The bonds will mature on April 1, 2035. The proceeds are reported as restricted investments in the consolidated balance sheet until disbursed; $0.2 million was disbursed during the nine-month period.

Long-term debt at November 27, 2010, consists of $12.0 million of recovery zone facility bonds, $8.4 million of industrial development bonds and $1.2 million of debt assumed as part of the Glassec acquisition. At February 27, 2010, long-term debt consisted of the $8.4 million of industrial development bonds. The industrial development and recovery zone facility bonds mature in fiscal years 2021 through 2036.


	Future Cash Payments Due by Fiscal Period
(In thousands)	2012 Remaining		2013		2014		2015		2016		Thereafter		Total
Continuing operations
Industrial revenue bonds	$	—	$	—	$	—	$	—	$	—	$	8,400	$	8,400
Recovery zone facility bonds		—		—		—		—		—		12,000		12,000
Other debt obligations		988		364		71		71		71		303		1,868
Operating leases (undiscounted)		5,657		6,085		4,872		4,054		4,015		5,243		29,926
Purchase obligations		10,704		264		—		—		—		—		10,968
Other obligations		302		1,225		—		—		—		—		1,527

Total cash obligations	$	17,651	$	7,938	$	4,943	$	4,125	$	4,086	$	25,946	$	64,689

From time to time, we acquire the use of certain assets, such as warehouses, automobiles, forklifts, vehicles, office equipment, hardware, software and some manufacturing equipment through operating leases. Many of these operating leases have termination penalties. However, because the assets are used in the conduct of our business operations, it is unlikely that any significant portion of these operating leases would be terminated prior to the normal expiration of their lease terms. Therefore, we consider the risk related to termination penalties to be minimal.

We have purchase obligations for raw material commitments and capital expenditures. As of ~~November 27, 2010,~~May 28, 2011, these obligations totaled ~~$14.7~~$11.0 million.

The other obligations in the table above relate to non-compete and consulting agreements with current and former employees.

We expect to make contributions of ~~$0.6~~$0.5 million to our defined benefit pension plans in fiscal ~~2011. The fiscal 2011 expected contributions~~2012, which will equal or exceed our minimum funding requirements.

As of ~~November 27, 2010,~~May 28, 2011, we had ~~$11.7~~$11.8 million and $2.0 million of unrecognized tax benefits and environmental liabilities, respectively. We are unable to reasonably estimate in which future periods these amounts will ultimately be settled.

At ~~November 27, 2010,~~May 28, 2011, we had ongoing letters of credit related to construction contracts and certain industrial development and recovery zone facility bonds. The Company’s $8.4 million of industrial revenue bonds are supported by $8.7 million of letters of ~~credit that reduce availability of funds under our $100.0 million credit facility.~~credit. The $12.0 million of recovery zone facility bonds are supported by $12.3 million of letters of ~~credit that reduce availability under our $100.0 million credit facility.~~credit. The letters of credit by expiration period were as follows at ~~November 27, 2010:~~May 28, 2011:


	Amount of Commitment Expiration Per Fiscal Period														Amount of Commitment Expiration Per Fiscal Period
(In thousands)	2011 Remaining		2012		2013		2014		2015		Thereafter		Total		2012 Remaining		2013		2014		2015		2016		Thereafter		Total
Standby letters of credit	$	1,437	$	—	$	—	$	—	$	—	$	22,982	$	24,419	$	20,982	$	—	$	—	$	—	$	—	$	2,000	$	22,982

In addition to the above standby letters of credit, which were predominantly issued for our industrial development and recovery zone facility bonds, we are required, in the ordinary course of business, to provide a surety or performance bond that commits payments to our customers for any non-performance by us. At ~~November 27, 2010, $89.6~~May 28, 2011, $115.0 million of our backlog was bonded by performance bonds with a face value of ~~$290.2~~$337.8 million. Performance bonds do not have stated expiration dates, as we are released from the bonds upon completion of the contract. We have never been required to pay on these performance-based bonds with respect to any of our current portfolio of businesses.

We self-insure our third-party product liability coverages. As a result, a material construction project rework event would have a material adverse effect on our operating results.

For fiscal ~~2011,~~2012, we believe that current cash on hand, cash generated from operating activities and available capacity under our committed revolving credit facility will be adequate to fund our working capital requirements, planned capital expenditures and dividend payments. We have total cash and unrestricted short-term investments of ~~$46.4~~$18.6 million at May 28, 2011 and ~~$76.8~~$80.0 million of available capacity under our revolving credit ~~facility at November 27, 2010.~~facility. We believe that this will provide us with the financial strength to work through the ongoing weak market conditions and to focus on our growth strategy for the recovery.

Outlook

WeAlthough we continue to face an unprecedented level of ~~uncertainty.~~uncertainty in our Architectural segment market, we believe we are at the bottom of the commercial construction cycle. The following statements are based on our current expectations for full-year fiscal ~~2011~~2012 results. These statements are forward-looking, and actual results may differ materially.

Overall revenues for the year are expected to ~~be down approximately 17 percent, with fourth-quarter revenues comparable to the prior-year period.~~increase by at least 10 percent.

We anticipate ~~a net loss~~being slightly profitable for the ~~fourth quarter and full~~ year.

Full-year maintenance capital expenditures are projected to be less than ~~$12 million, excluding additional strategic investments.~~$20 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 ~~27, 2010.~~26, 2011.

Critical Accounting Policies

No material changes have occurred in the disclosure of our critical accounting policies set forth in our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010.~~26, 2011.

~~Item 3:~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Item 3: Quantitative and Qualitative Disclosures About Market Risk

No material changes have occurred to the disclosures of quantitative and qualitative market risk set forth in our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010.~~26, 2011.

~~Item 4:~~

~~Controls and Procedures~~

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.

Changes in internal controls: There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended ~~November 27, 2010,~~May 28, 2011, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ~~The Company acquired 100 percent of the stock of Glassec Vidros de Seguranca Ltda. on November 19, 2010, which will not be part of the fiscal 2011 internal control assessment.~~

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

We have added the risk factor below due to the acquisition of Glassec Vidros de Seguranca Ltda. during the third quarter of fiscal 2011. Other than the addition of this new risk factor, there have beenThere were no material changes or additions to our risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended February ~~27, 2010.~~

~~The Architectural results could be adversely impacted by integration and other volatilities associated with the acquisition of a foreign operation.~~The Architectural segment’s near-term performance depends on its ability to successfully integrate the recently acquired business in Brazil. If we are unable to successfully integrate the business into our current business model, or do not realize projected efficiencies and cost-savings from the business we acquired, we may be unable to meet our growth or profit objectives. Additionally, our increased presence in South America may result in our revenues and net income to be adversely affected by the volatility of the exchange rate between the U.S. Dollar and the Brazilian Real and the economic, political and tax conditions prevalent in the region.26, 2011.

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 ~~third~~first quarter of fiscal ~~2011:~~2012:

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
Aug. 29, 2010 through Sept. 25, 2010
   194       $ 9.62       —         1,245,877
Sept. 26, 2010 through Oct. 23, 2010
   89       9.15       —         1,245,877
Oct. 24, 2010 through Nov. 27, 2010
   —         —         —         1,245,877
Total
   283       $ 9.39       —         1,245,877


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
Feb. 27, 2011 through March 26, 2011	—	$ —	—	1,245,877
March 27, 2011 through April 23, 2011	1,923	13.41	—	1,245,877
April 24, 2011 through May 28, 2011	56,642	14.29	—	1,245,877
Total	58,565	$ 14.11	—	1,245,877

(a)

The shares in this column represent shares that were surrendered to us by plan participants to satisfy stock-for-stock option exercises or withholding tax obligations related to stock-based compensation.

(b)

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

Item 6.

Exhibits


~~10.1~~ 4.1		Specimen certificate for shares of common stock of Apogee Enterprises, Inc.

10.1		Form of Performance Share Unit Agreement under the Apogee Enterprises, Inc. ~~2011 Deferred Compensation~~2009 Stock Incentive Plan ~~effective January 1,~~for awards made on or after April 26, 2011. Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on May 2, 2011.

10.2		Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan for awards made on or after April 26, 2011. Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed on May 2, 2011.

10.3		Transition Agreement between Apogee Enterprises, Inc. and Russell Huffer dated as of April 27, 2011. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form ~~8-K~~8-K/A filed on ~~October 12, 2010.~~

~~10.2~~		Third Amendment of Apogee Enterprises, Inc. Deferred Incentive Compensation Plan (2005 Restatement). Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed on October 12, 2010.

~~10.3~~		~~Fourth Amendment of Apogee Enterprises, Inc. Deferred Incentive Compensation Plan (2005 Restatement).~~

~~10.4~~		~~Third Amendment of Apogee Enterprises, Inc. Partnership Plan (2005 Restatement).~~

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

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

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

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

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~


	~~APOGEE ENTERPRISES, INC.~~

~~Date: January~~May 6, ~~2011~~	~~By:~~	/S~~/ RUSSELL~~ H~~UFFER~~
		~~Russell Huffer~~
		~~Chairman, President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~

~~Date: January 6, 2011~~	~~By:~~	/S~~/ JAMES~~ ~~S. PORTER~~
		~~James S. Porter~~
		~~Chief Financial Officer~~ ~~(Principal Financial and Accounting Officer)~~

~~Exhibit Index to Form 10-Q for the Period Ended November 27, 2010~~


~~10.1~~		~~Apogee Enterprises, Inc. 2011 Deferred Compensation Plan, effective January 1,~~ 2011. ~~Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on October 12, 2010.~~

~~10.2~~		Third Amendment of Apogee Enterprises, Inc. Deferred Incentive Compensation Plan (2005 Restatement). Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed on October 12, 2010.

~~10.3~~		~~Fourth Amendment of Apogee Enterprises, Inc. Deferred Incentive Compensation Plan (2005 Restatement).~~

10.4		~~Third Amendment of~~ Apogee Enterprises, Inc. ~~Partnership~~2009 Stock Incentive Plan, ~~(2005 Restatement)~~as amended and restated (2011). Incorporated by reference to Exhibit 10.1 to Apogee’s Current Report on Form 8-K filed on June 28, 2011.

10.5		Apogee Enterprises, Inc. 2009 Non-Employee Director Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.2 to Apogee’s Current Report on Form 8-K filed on June 28, 2011.

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

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

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

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

2621

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 7, 2011	By:	/s/	Russell Huffer
			Russell Huffer
			President and Chief Executive Officer (Principal Executive Officer)

Date: July 7, 2011	By:	/s/	James S. Porter
			James S. Porter
			Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index to Form 10-Q for the Period Ended May 28, 2011


4.1		Specimen certificate for shares of common stock of Apogee Enterprises, Inc.

10.1		Form of Performance Share Unit Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan for awards made on or after April 26, 2011. Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on May 2, 2011.

10.2		Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2009 Stock Incentive Plan for awards made on or after April 26, 2011. Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed on May 2, 2011.

10.3		Transition Agreement between Apogee Enterprises, Inc. and Russell Huffer dated as of April 27, 2011. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K/A filed on May 6, 2011.

10.4		Apogee Enterprises, Inc. 2009 Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.1 to Apogee’s Current Report on Form 8-K filed on June 28, 2011.

10.5		Apogee Enterprises, Inc. 2009 Non-Employee Director Stock Incentive Plan, as amended and restated (2011). Incorporated by reference to Exhibit 10.2 to Apogee’s Current Report on Form 8-K filed on June 28, 2011.

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

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

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

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


(In thousands)	Nov. 27, 2010		Feb. 27, 2010
Raw materials	$	15,077	$	12,108
Work-in-process		6,787		6,459
Finished goods		11,193		11,447
Costs and earnings in excess of billings on uncompleted contracts		376		517

Total inventories	$	33,433	$	30,531


	Three months ended						Nine months ended
(Percent of net sales)	Nov. 27, 2010			Nov. 28, 2009			Nov. 27, 2010			Nov. 28, 2009
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		84.3			75.2			86.2			75.5

Gross profit		15.7			24.8			13.8			24.5
Selling, general and administrative expenses		17.0			15.9			17.3			16.2

Operating (loss) income		(1.3	)		8.9			(3.5	)		8.3
Interest income		0.2			0.1			0.2			0.1
Interest expense		0.1			0.1			0.1			—
Other income, net		0.2			0.1			—			—

(Loss) earnings from continuing operations before income taxes		(1.0	)		9.0			(3.4	)		8.4
Income tax expense (benefit)		0.6			3.0			(0.9	)		2.8

(Loss) earnings from continuing operations		(1.6	)		6.0			(2.5	)		5.6
Earnings from discontinued operations, net of income taxes		—			—			1.1			0.1

Net (loss) earnings		(1.6	)%		6.0	%		(1.4	)%		5.7	%


Effective tax rate for continuing operations		NM			33.7	%		26.7	%		32.7	%


	Three months ended
(Percent of net sales)	May 28, 2011			May 29, 2010
Net sales		100.0	%		100.0	%
Cost of sales		84.6			86.8

Gross profit		15.4			13.2
Selling, general and administrative expenses		17.6			17.5

Operating loss		(2.2	)		(4.3	)
Interest income		0.1			0.2
Interest expense		0.2			—
Other income, net		—			—

Loss before income taxes		(2.3	)		(4.1	)
Income tax benefit		(0.9	)		(1.7	)

Net loss		(1.4	)%		(2.4	)%

Effective tax rate for continuing operations		37.0	%		41.3	%


	Nine months ended
(Cash effect, in thousands)	November 27, 2010			November 28, 2009
Net cash (used in) provided by continuing operating activities	$	(25,126	)	$	73,865
Acquisition of business, net of cash acquired		(21,162	)		—
Capital expenditures		(7,539	)		(7,682	)
Purchases of restricted investments, net		(11,839	)		—
Net sales (purchases) of short-term investments and marketable securities		29,040			(14,259	)
Net proceeds from borrowings		12,000			—


	Three months ended
(Cash effect, in thousands)	May 28, 2011			May 29, 2010
Net cash used in continuing operating activities	$	(20,536)		$	(30,346)
Proceeds from sales of property, plant and equipment		10,306			133
Capital expenditures		(1,614	)		(2,132	)
Sales (purchases) of restricted investments		619			(11,839	)
Net sales (purchases) of short-term investments and marketable securities		2,613			(1,679	)
Net change in borrowings		(200	)		12,000

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company