apog-20250531

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________


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

For the quarterly period ended May 31, 2025


☐			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

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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 78th Street, Suite 520

Minneapolis

Minnesota

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)

_________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

APOG

The Nasdaq Stock Market

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

☐

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

As of June 27, 2025, 21,529,570 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	4

	Consolidated Results of Operations	5

	Consolidated Statements of Comprehensive Earnings	6

	Consolidated Statements of Cash Flows	7

	Consolidated Statements of Shareholders' Equity	8

	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II	Other Information

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

Signatures		35

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
(In thousands, except stock data)	May 31, 2025		March 1, 2025
Assets
Current assets
Cash and cash equivalents	$	32,831	$	41,448

Receivables, net	189,956		185,590
Inventories, net	103,901		92,305
Contract assets	69,457		71,842
Other current assets	51,814		50,919
Total current assets	447,959		442,104
Property, plant and equipment, net of accumulated depreciation of $480,155 and $469,480	263,279		268,139
Operating lease right-of-use assets	58,961		62,314
Goodwill	236,560		235,775
Intangible assets, net	119,117		128,417
Other non-current assets	30,956		38,520
Total assets	$	1,156,832	$	1,175,269
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	97,763	$	98,804
Accrued compensation and benefits	32,153		48,510

Contract liabilities	43,342		35,193
Operating lease liabilities	15,671		15,290

Other current liabilities	64,317		87,659
Total current liabilities	253,246		285,456
Long-term debt	311,000		285,000
Non-current operating lease liabilities	48,653		51,632
Non-current self-insurance reserves	29,560		30,382
Other non-current liabilities	32,590		34,901
Commitments and contingent liabilities (Note 6)
Shareholders’ equity
Junior preferred stock of $1.00 par value; authorized 200,000 shares; zero issued and outstanding	—		—
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 21,532,572 and 21,417,631, respectively	7,178		7,139
Additional paid-in capital	157,788		156,075
Retained earnings	349,501		359,976


Accumulated other comprehensive loss	(32,684)		(35,292)
Total shareholders’ equity	481,783		487,898
Total liabilities and shareholders’ equity	$	1,156,832	$	1,175,269

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

(Unaudited)


	Three Months Ended
(In thousands, except per share data)	May 31, 2025		June 1, 2024
Net sales	$	346,622	$	331,516
Cost of sales	271,497		232,661
Gross profit	75,125		98,855
Selling, general and administrative expenses	68,194		57,474
Operating income	6,931		41,381
Interest expense, net	3,846		450

Other expense (income), net	682		(143)
Earnings before income taxes	2,403		41,074
Income tax expense	5,091		10,063
Net (loss) earnings	$	(2,688)	$	31,011
Basic (loss) earnings per share	$	(0.13)	$	1.42
Diluted (loss) earnings per share	$	(0.13)	$	1.41
Weighted average basic shares outstanding	21,338		21,823
Weighted average diluted shares outstanding	21,338		22,061

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Unaudited)


	Three Months Ended
(In thousands)	May 31, 2025		June 1, 2024
Net (loss) earnings	$	(2,688)	$	31,011
Other comprehensive earnings:
Unrealized gain (loss) on marketable securities, net of $10 and $(1) of tax expense (benefit), respectively	35		(6)
Unrealized (loss) gain on derivative instruments, net of $(32) and $364 of tax (benefit) expense, respectively	(94)		1,196
Foreign currency translation adjustments	2,667		(669)
Other comprehensive earnings	2,608		521
Total comprehensive (loss) earnings	$	(80)	$	31,532

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended
(In thousands)	May 31, 2025		June 1, 2024
Operating Activities
Net (loss) earnings	$	(2,688)	$	31,011
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	12,436		9,976
Share-based compensation	2,300		2,704
Deferred income taxes	2,496		3,466

Loss on disposal of property, plant and equipment	328		22
Impairment on intangible assets	7,418		—


Non-cash lease expense	3,738		2,895
Other, net	1,294		(925)
Changes in operating assets and liabilities:
Receivables	(3,938)		(9,845)
Inventories	(11,255)		(11,337)
Contract assets	2,596		5,511
Accounts payable	1,103		(1,871)

Accrued compensation and benefits	(16,639)		(24,850)
Contract liabilities	8,104		1,648
Operating lease liability	(3,643)		(3,007)
Accrued income taxes	1,698		6,535
Other current assets and liabilities	(25,130)		(6,480)
Net cash (used in) provided by operating activities	(19,782)		5,453
Investing Activities
Capital expenditures	(7,167)		(7,229)
Proceeds from sales of property, plant and equipment	10		40
Purchases of marketable securities	—		(740)
Sales/maturities of marketable securities	175		600


Net cash used in investing activities	(6,982)		(7,329)
Financing Activities
Proceeds from revolving credit facilities	59,000		30,000
Repayment on revolving credit facilities	(33,000)		(15,000)

Repurchase of common stock	—		(15,061)
Dividends paid	(5,520)		—

Other, net	(2,835)		(4,865)
Net cash provided by (used in) financing activities	17,645		(4,926)
Effect of exchange rates on cash	502		(51)
Decrease in cash, cash equivalents and restricted cash	(8,617)		(6,853)
Cash, cash equivalents and restricted cash at beginning of period	41,448		37,216
Cash and cash equivalents at end of period	$	32,831	$	30,363
Non-cash Activity
Capital expenditures in accounts payable	$	922	$	472
Dividends declared but not yet paid	$	—	$	5,409

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


(In thousands)	Common Shares Outstanding	Common Stock at Par Value		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Shareholders' Equity
Balance at March 1, 2025	21,418	$	7,139	$	156,075	$	359,976	$	(35,292)	$	487,898
Net loss	—	—		—		(2,688)		—		(2,688)
Other comprehensive income, net of tax	—	—		—		—		2,608		2,608
Issuance of stock, net of cancellations	182	61		(61)		—		—		—
Share-based compensation	—	—		2,300		—		—		2,300

Other share retirements	(67)	(22)		(526)		(2,267)		—		(2,815)
Cash dividends	—	—		—		(5,520)		—		(5,520)
Balance at May 31, 2025	21,533	$	7,178	$	157,788	$	349,501	$	(32,684)	$	481,783

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


(In thousands)	Common Shares Outstanding	Common Stock at Par Value		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Shareholders' Equity
Balance at March 2, 2024	22,089	$	7,363	$	152,818	$	340,375	$	(29,531)	$	471,025
Net earnings	—	—		—		31,011		—		31,011
Other comprehensive income, net of tax	—	—		—		—		521		521
Issuance of stock, net of cancellations	170	57		(57)		—		—		—
Share-based compensation	—	—		2,704		—		—		2,704

Share repurchases	(242)	(81)		(1,860)		(13,120)		—		(15,061)
Other share retirements	(80)	(27)		(603)		(4,206)		—		(4,836)
Declared dividends	—	—		—		(5,409)		—		(5,409)
Balance at June 1, 2024	21,937	$	7,312	$	153,002	$	348,651	$	(29,010)	$	479,955

See accompanying notes to consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Summary of Significant Accounting Policies

Basis of presentation

The consolidated financial statements of Apogee Enterprises, Inc. (we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended March 1, 2025. We use the same accounting policies in preparing quarterly and annual financial statements. All adjustments necessary for a fair presentation of quarterly and year to date operating results are reflected herein and are of a normal, recurring nature. The results of operations for the three month period ended May 31, 2025 are not necessarily indicative of the results to be expected for the full year.

Adoption of new accounting standards

On November 27, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures, which expands the required disclosure for reportable segments. This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually. This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision-maker. We adopted this guidance in the fourth quarter of fiscal 2025 for the annual requirements and in the first quarter of fiscal 2026 for the interim requirements.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU is effective for our fiscal 2026 annual financial statements and for our interim financial statements beginning fiscal 2027. This guidance expands the existing disclosure requirements for the annual rate reconciliation between the effective tax rate and the statutory federal tax rate by requiring reconciliation items to be disaggregated by defined categories and disclosed as both percentages and amounts. ASU 2023-09 also requires the disaggregation of income taxes paid by jurisdiction for each annual period presented.

Accounting standards not yet adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This guidance requires entities to disclose more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales and selling, general and administrative (SG&A) expenses. Such guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, although early adoption is permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures, including the processes and controls around the collection of

SEC Form 10-Q filed by Apogee Enterprises Inc.