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 ~~November~~June 251, ~~2023~~2024


☐			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 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 ~~LLC~~

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

o☐

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 ~~December~~July 295, ~~2023~~2024, 2221,~~085~~933,~~098~~163 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	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2624
Item 4.	Controls and Procedures	2625
PART II	Other Information
Item 1.	Legal Proceedings	2625
Item 1A.	Risk Factors	2625
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2625
Item 5.	Other Information	26
Item 6.	Exhibits	2726
Signatures		2827

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	(Unaudited)
(In thousands, except stock data)	June 1, 2024		March 2, 2024
Assets
Current assets
Cash and cash equivalents	$	30,363	$	37,216

Receivables, net	183,270		173,557
Inventories, net	80,495		69,240
Contract assets	43,957		49,502
Other current assets	34,417		29,124
Total current assets	372,502		358,639
Property, plant and equipment, net of accumulated depreciation of $452,711 and $445,017	242,292		244,216
Operating lease right-of-use assets	38,726		40,221
Goodwill	129,042		129,182
Intangible assets, net	64,981		66,114
Other non-current assets	41,436		45,692
Total assets	$	888,979	$	884,064
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	82,841	$	84,755
Accrued compensation and benefits	28,900		53,801

Contract liabilities	36,377		34,755
Operating lease liabilities	12,090		12,286

Other current liabilities	66,895		59,108
Total current liabilities	227,103		244,705
Long-term debt	77,000		62,000
Non-current operating lease liabilities	30,462		31,907
Non-current self-insurance reserves	30,859		30,552
Other non-current liabilities	43,600		43,875
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 21,936,674 and 22,089,265, respectively	7,312		7,363
Additional paid-in capital	153,002		152,818
Retained earnings	348,651		340,375


Accumulated other comprehensive loss	(29,010)		(29,531)
Total shareholders’ equity	479,955		471,025
Total liabilities and shareholders’ equity	$	888,979	$	884,064

(In thousands, except stock data)	November 25, 2023		February 25, 2023
Assets
Current assets
Cash and cash equivalents	$	23,407	$	19,924
Restricted cash	—		1,549
Receivables, net	198,249		197,267
Inventories	70,267		78,441
Contract assets	48,146		59,403
Other current assets	32,390		26,517
Total current assets	372,459		383,101
Property, plant and equipment, net of accumulated depreciation of $454,659 and $431,710	246,206		248,867
Operating lease right-of-use assets	38,849		41,354
Goodwill	129,053		129,026
Intangible assets, net	64,174		67,375
Other non-current assets	44,114		45,642
Total assets	$	894,855	$	915,365
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	83,107	$	86,549
Accrued compensation and benefits	42,768		51,651
Contract liabilities	35,770		28,011
Operating lease liabilities	12,358		11,806
Other current liabilities	62,572		64,532
Total current liabilities	236,575		242,549
Long-term debt	100,666		169,837
Non-current operating lease liabilities	29,547		33,072
Non-current self-insurance reserves	31,830		29,316
Other non-current liabilities	40,506		44,183
Commitments and contingent liabilities (Note 7)
Shareholders’ equity
Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 22,085,098 and 22,224,299, respectively	7,362		7,408
Additional paid-in capital	149,557		146,816
Retained earnings	329,936		273,740
Accumulated other comprehensive loss	(31,124)		(31,556)
Total shareholders’ equity	455,731		396,408
Total liabilities and shareholders’ equity	$	894,855	$	915,365

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

(Unaudited)

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

(In thousands, except per share data)

~~November 25, 2023~~

~~November 26, 2022~~

~~November~~June 251, ~~2023~~2024

~~November~~May 2627, ~~2022~~2023

Net sales

~~339,714~~

~~367,847~~

1331,~~055,102~~516

1361,~~096,591~~713

Cost of sales

~~249,409~~

~~281,239~~

~~776~~232,~~440~~661

~~839~~268,~~430~~727

Gross profit

~~90,305~~

~~86,608~~

~~278~~98,~~662~~855

~~257~~92,~~161~~986

Selling, general and administrative expenses

~~52,658~~

~~51,847~~

~~166~~57,~~695~~474

~~157~~59,~~112~~219

Operating income

~~37,647~~

~~34,761~~

~~111~~41,~~967~~381

~~100~~33,~~049~~767

Interest expense, net

~~1,454~~

~~2,590~~

~~5,720~~450

52,~~494~~036

Other expense (income), net

890

552

(3,722)

2,035

Other (income) expense, net

(143)

288

Earnings before income taxes

~~35,303~~

~~31,619~~

~~109~~41,~~969~~074

9231,~~520~~443

Income tax expense

~~8,329~~

~~7,854~~

2610,~~092~~063

87,~~635~~867

Net earnings

~~26,974~~

~~23,765~~

8331,~~877~~011

8323,~~885~~576

Basic earnings per share

~~1.24~~

~~1.09~~

31.8342

31.8108

Diluted earnings per share

~~1.23~~

~~1.07~~

31.8041

31.7405

Weighted average basic shares outstanding

~~21,819~~

~~21,870~~

21,~~889~~823

2221,~~043~~883

Weighted average diluted shares outstanding

~~22,013~~

~~22,278~~

22,~~093~~061

22,~~456~~386

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Unaudited)

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
(In thousands)	~~November 25, 2023~~		~~November 26, 2022~~		~~November~~June 251, ~~2023~~2024		~~November~~May 2627, ~~2022~~2023
Net earnings	$	~~26,974~~	$	~~23,765~~	$	8331,~~877~~011	$	8323,~~885~~576
Other comprehensive (loss) earnings:
Other comprehensive earnings:
Unrealized (loss) gain on marketable securities, net of $(2), $(24), $23 and $(127) of tax (benefit) expense, respectively	(7)		(88)		86		(470)
Unrealized (loss) gain on marketable securities, net of $(1) and $33 of tax (benefit) expense, respectively					(6)		121
Unrealized gain (loss) on derivative instruments, net of $56, $277, $1 and $(1,192) of tax expense (benefit), respectively	186		905		6		(3,911)
Unrealized gain (loss) on derivative instruments, net of $364 and $(121) of tax expense (benefit), respectively					1,196		(397)
Foreign currency translation adjustments	~~(604)~~		~~(1,295)~~		~~340~~(669)		~~(2,340)~~435
Other comprehensive (loss) earnings	(425)		(478)		432		(6,721)
Other comprehensive earnings					521		159
Total comprehensive earnings	$	~~26,549~~	$	~~23,287~~	$	8431,~~309~~532	$	7723,~~164~~735

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	Three Months Ended
(In thousands)	~~November~~June 251, ~~2023~~2024		~~November~~May 2627, ~~2022~~2023
Operating Activities
Net earnings	$	8331,~~877~~011	$	8323,~~885~~576
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	319,~~185~~976		3110,~~925~~282
Share-based compensation	62,~~644~~704		52,~~961~~178
Deferred income taxes	13,~~296~~466		~~2,341~~(165)
Gain on disposal of assets	(50)		(1,484)
Loss (gain) on disposal of property, plant and equipment	22		(27)
Proceeds from New Markets Tax Credit transaction, net of deferred costs	—		18,390
Non-cash lease expense	2,895		2,714
Settlement of New Markets Tax Credit transaction	(4,687)		(19,523)
Other, net	(925)		(432)
Noncash lease expense	8,742		8,924
Other, net	10		4,700
Changes in operating assets and liabilities:
Receivables	(~~846~~9,845)		(5513,~~791~~476)
Inventories	8(11,~~256~~337)		(52,~~822~~068)
Contract assets	115,~~194~~511		(814,~~314)~~368
Accounts payable	(1,~~902~~871)		(198,~~780~~390)
Accrued expenses	(7,015)		7,281
Accrued compensation and benefits	(24,850)		(13,312)
Contract liabilities	71,~~635~~648		248,~~702~~158
Refundable and accrued income taxes	(7,587)		(14,391)
Operating lease liability	(3,007)		(3,101)
Operating lease liability	(9,214)		(9,168)
Accrued income taxes	6,535		7,590
Prepaid expenses and other current assets	1,714		(2,724)
Other current assets and liabilities	(6,480)		(6,608)
Net cash provided by operating activities	~~129~~5,~~252~~453		5121,~~112~~287
Investing Activities
Capital expenditures	(267,~~956~~229)		(187,~~119~~398)
Proceeds from sales of property, plant and equipment	~~247~~40		~~5,212~~66
Purchases of marketable securities	(~~969~~740)		—
Sales/maturities of marketable securities	~~1,370~~600		~~923~~400
Net cash used by investing activities	(267,~~308~~329)		(116,~~984~~932)
Financing Activities
Borrowings on line of credit	195,851		430,879
Proceeds from revolving credit facilities	30,000		105,852
Repayment on debt	—		(151,000)
Repayments on revolving credit facilities	(15,000)		(105,000)
Payments on line of credit	(265,000)		(239,000)
Repurchase of common stock	(15,061)		(5,193)
Payments on debt issuance costs	—		(790)
Dividends paid	—		(5,245)
Repurchase and retirement of common stock	(11,821)		(74,312)
Other, net	(4,865)		(1,677)
Dividends paid	(15,690)		(14,415)
Net cash used by financing activities	(4,926)		(11,263)
Other, net	(3,781)		(2,959)
Effect of exchange rates on cash	(51)		77
Net cash used by financing activities	(100,441)		(51,597)
(Decrease) increase in cash and cash equivalents	(6,853)		3,169
Increase (decrease) in cash, cash equivalents and restricted cash	2,503		(12,469)
Cash and cash equivalents at beginning of period	37,216		21,473
Effect of exchange rates on cash	(569)		350
Cash and cash equivalents at end of period	$	30,363	$	24,642
Cash, cash equivalents and restricted cash at beginning of year	21,473		37,583
Non-cash Activity
Cash and cash equivalents at end of period	$	23,407	$	25,464
Capital expenditures in accounts payable	$	472	$	2,115
Noncash Activity
Dividends declared but not yet paid	$	5,409	$	—
Capital expenditures in accounts payable	$	1,231	$	1,557

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 February 25, 2023	22,224	$	7,408	$	146,816	$	273,740	$	(31,556)	$	396,408
Balance at March 2, 2024	22,089	$	7,363	$	152,818	$	340,375	$	(29,531)	$	471,025
Net earnings	—	—		—		2331,~~576~~011		—		2331,~~576~~011
Other comprehensive income, net of tax	—	—		—		—		~~159~~521		~~159~~521
Issuance of stock, net of cancellations	~~155~~170	5257		13(57)		~~(9)~~—		—		56—
Share-based compensation	—	—		2,~~178~~704		—		—		2,~~178~~704
Share repurchases	(~~120~~242)	(4081)		(~~829~~1,860)		(413,~~324~~120)		—		(515,~~193~~061)
Other share retirements	(4080)	(1427)		(~~281~~603)		(14,~~438~~206)		—		(14,~~733~~836)
Cash dividends	—	—		—		(5,245)		—		(5,245)
Declared dividends	—	—		—		(5,409)		—		(5,409)
Balance at May 27, 2023	22,219	$	7,406	$	147,897	$	286,300	$	(31,397)	$	410,206
Balance at June 1, 2024	21,937	$	7,312	$	153,002	$	348,651	$	(29,010)	$	479,955
Net earnings	—	—		—		33,327		—		33,327
Other comprehensive income, net of tax	—	—		—		—		697		697
Issuance of stock, net of cancellations	(3)	(1)		7		(195)		—		(189)
Share-based compensation	—	—		2,305		—		—		2,305
Exercise of stock options	25	8		(1,192)		—		—		(1,184)
Share repurchases	(160)	(53)		(1,160)		(5,415)		—		(6,628)
Other share retirements	(9)	(3)		(444)		(547)		—		(994)
Cash dividends	—	—		—		(5,222)		—		(5,222)
Balance at August 26, 2023	22,072	$	7,357	$	147,413	$	308,248	$	(30,700)	$	432,318
Net earnings	—	—		—		26,974		—		26,974
Other comprehensive income, net of tax	—	—		—		—		(424)		(424)
Issuance of stock, net of cancellations	15	6		(5)		—		—		1
Share-based compensation	—	—		2,161		—		—		2,161
Other share retirements	(2)	(1)		(12)		(64)		—		(77)
Cash dividends	—	—		—		(5,222)		—		(5,222)
Balance at November 25, 2023	22,085	$	7,362	$	149,557	$	329,936	$	(31,124)	$	455,731


(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 February 25, 2023	22,224	$	7,408	$	146,816	$	273,740	$	(31,556)	$	396,408
Net earnings	—	—		—		23,576		—		23,576
Other comprehensive income, net of tax	—	—		—		—		159		159
Issuance of stock, net of cancellations	155	52		13		(9)		—		56
Share-based compensation	—	—		2,178		—		—		2,178

Share repurchases	(120)	(40)		(829)		(4,324)		—		(5,193)
Other share retirements	(40)	(14)		(281)		(1,438)		—		(1,733)
Cash dividends	—	—		—		(5,245)		—		(5,245)
Balance at May 27, 2023	22,219	$	7,406	$	147,897	$	286,300	$	(31,397)	$	410,206

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 February 26, 2022	23,701	$	7,901	$	149,713	$	254,825	$	(26,240)	$	386,199
Net earnings	—	—		—		22,731		—		22,731
Other comprehensive loss, net of tax	—	—		—		—		(2,860)		(2,860)
Issuance of stock, net of cancellations	100	33		23		—		—		56
Share-based compensation	—	—		1,597		—		—		1,597
Share repurchases	(1,571)	(524)		(10,350)		(63,438)		—		(74,312)
Other share retirements	(30)	(10)		(198)		(1,120)		—		(1,328)
Cash dividends	—	—		—		(4,793)		—		(4,793)
Balance at May 28, 2022	22,200	$	7,400	$	140,785	$	208,205	$	(29,100)	$	327,290
Net earnings	—	—		—		37,389		—		37,389
Other comprehensive loss, net of tax	—	—		—		—		(3,383)		(3,383)
Issuance of stock, net of cancellations	(14)	(5)		61		—		—		56
Share-based compensation	—	—		1,797		—		—		1,797
Exercise of stock options	36	12		(954)		—		—		(942)
Other share retirements	(13)	(4)		(114)		(540)		—		(658)
Cash dividends	—	—		—		(4,809)		—		(4,809)
Balance at August 27, 2022	22,209	$	7,403	$	141,575	$	240,245	$	(32,483)	$	356,740
Net earnings	—	—		—		23,765		—		23,765
Other comprehensive loss, net of tax	—	—		—		—		(478)		(478)
Issuance of stock, net of cancellations	9	3		250		(196)		—		57
Share-based compensation	—	—		2,567		—		—		2,567
Other share retirements	(4)	(1)		(34)		(165)		—		(200)
Cash dividends	—	—		—		(4,813)		—		(4,813)
Balance at November 26, 2022	22,214	$	7,405	$	144,358	$	258,836	$	(32,961)	$	377,638

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 ~~February~~March 252, ~~2023~~2024. 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- ~~and nine-~~month ~~periods~~period ended ~~November~~June 251, ~~2023~~2024 are not necessarily indicative of the results to be expected for the full year.

~~Reclassifications~~New accounting standards

~~Certain~~In ~~reclassifications~~November of2023, ~~amounts~~the ~~previously~~Financial ~~reported~~Accounting ~~have~~Standards ~~been~~Board ~~made~~(FASB) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which expands the ~~accompanying~~required ~~consolidated~~disclosure ~~balance~~for ~~sheets,~~reportable ~~consolidated~~segments. ~~statements~~This ofguidance ~~cash~~requires ~~flows~~entities to disclose significant segment expenses and ~~notes~~other tosegment ~~consolidated~~items ~~financial~~on ~~statements~~an annual and interim basis and to ~~conform~~provide in interim periods all segment disclosures which are currently required annually. This ASU additionally requires entities to ~~current~~disclose ~~year~~the ~~presentation~~title and position of ~~contract~~the ~~assets~~individual or the name of the group or committee identified as its chief operating decision-maker. Such guidance, which is required to be applied retrospectively, is effective for fiscal years beginning after December 15, 2023, and ~~liabilities~~interim periods within fiscal years beginning after December 15, 2024, although early adoption is permitted. ~~These~~While ~~reclassifications~~the ~~had~~adoption noof this ASU will not have an impact on ~~reported~~our ~~cash~~financial ~~flows~~position and/or ~~total~~results ~~assets~~of operations, we are currently evaluating the impact to our segment disclosures for the year ended March 1, 2025 and ~~liabilities~~future interim periods.

~~Adoption~~In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, intended to enhance the transparency and decision-usefulness of ~~new~~income ~~accounting~~tax ~~standards~~disclosures. Such guidance requires entities to provide additional information within their income tax rate reconciliation, including further disclosure of federal, state, and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met. This guidance additionally requires expanded disclosure of income taxes paid, including amounts paid for federal, state, and foreign taxes. This ASU, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2024, although early adoption and retrospective application is permitted. 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 on our income tax disclosures, including the processes and controls around the collection of this information.

In the first quarter, we adopted the guidance in ASU 2022-04, Liabilities – Supplier Finance Programs, Disclosure of Supplier Finance Program Obligations. The guidance requires that entities that use supplier finance programs disclose information about the nature and potential magnitude of the programs, activity during the period, and changes from period to period. Beginning in the first quarter, we implemented a supplier financing arrangement with U.S. Bank that enables our suppliers, at their sole discretion, to sell the Company's receivables (i.e., our payment obligations to the suppliers) to U.S. Bank on a non-recourse basis in order to be paid earlier than our payment terms provide. Our suppliers’ voluntary inclusion of invoices in the supplier financing arrangement has no bearing on our payment terms, the amounts we pay, or our liquidity. We have no economic interest in a supplier’s decision to participate in the supplier financing program, and we do not provide any guarantees in connection with it. As of November 25, 2023, $7.8 million of obligations remained outstanding that we have confirmed as valid to the administrators of our program with U.S. Bank. These balances are reflected in accounts payable in the consolidated balance sheets and are reflected in net cash provided (used by) operating activities in our consolidated statements of cash flows when settled.

2.Revenue, Receivables and Contract Assets and Liabilities

Revenue

The following table disaggregates total revenue by timing of recognition (see Note 1112 for disclosure of revenue by segment):

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
(In thousands)	~~November 25, 2023~~		~~November 26, 2022~~		~~November~~June 251, ~~2023~~2024		~~November~~May 2627, ~~2022~~2023
Recognized at shipment	$	~~144,910~~	$	~~168,593~~	$	~~449~~136,~~805~~722	$	~~504~~152,~~450~~655
Recognized over time	194,804		199,254		605,297		592,141
Recognized over time (input method)					116,681		123,381
Total	$	339,714	$	367,847	$	1,055,102	$	1,096,591
Recognized over time (output method)					78,113		85,677
Total					$	331,516	$	361,713

Receivables

Receivables reflected in the financial statements represent the net amount expected to be collected. An allowance for credit losses is established based on expected losses. Expected losses are estimated by reviewing individual accounts, considering aging, financial condition of the debtor, recent payment history, current and ~~forecast~~forecasted economic conditions and other relevant factors. Upon billing, aging of receivables is monitored until collection. An account is considered current when it is within agreed upon payment terms. An account is written off when it is determined that the asset is no longer collectible.

(In thousands)	November 25, 2023		February 25, 2023
Trade accounts	$	113,016	$	140,732
Construction contracts	88,007		58,331
Total receivables	201,023		199,063
Less: allowance for credit losses	2,774		1,796
Receivables, net	$	198,249	$	197,267

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The following table summarizes the activity in the allowance for credit losses for the nine-month period ended:


(In thousands)	June 1, 2024		March 2, 2024
Trade accounts	$	112,266	$	115,061
Construction contracts	73,720		61,879
Total receivables	185,986		176,940
Less: allowance for credit losses	2,716		3,383
Receivables, net	$	183,270	$	173,557

(In thousands)	November 25, 2023
Beginning balance	$	1,796
Additions charged to costs and expenses	1,256
Deductions from allowance, net of recoveries	(281)
Foreign currency effects	3
Ending balance	$	2,774

The following table summarizes the activity in the allowance for credit losses for the three-month period ended:


(In thousands)	June 1, 2024
Beginning balance	$	3,383
Reductions to allowance of credit losses	(659)

Foreign currency effects	(8)
Ending balance	$	2,716

Contract assets and liabilities

Contract assets consist of retainage, costs and earnings in excess of billings and other unbilled amounts typically generated when revenue recognized exceeds the amount billed to the customer. Retainage on construction contracts represents amounts withheld by our customers on long-term projects until the project reaches a level of completion where amounts are released to us from the customer. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts.

The time period between when performance obligations are complete and payment is due is not significant. In certain parts of our business that recognize revenue over time, progress billings follow an agreed-upon schedule of values.

The changes in contract assets and contract liabilities were mainly due to timing of project activity within our businesses that operate under long-term contracts.

Other contract-related disclosures

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

(In thousands)

~~November 25, 2023~~

~~November 26, 2022~~

~~November~~June 251, ~~2023~~2024

~~November~~May 2627, ~~2022~~2023

Revenue recognized related to contract liabilities from prior year-end

~~191~~

~~3,473~~

2526,~~147~~530

3622,~~630~~745

Revenue recognized related to prior satisfaction of performance obligations

~~730~~

~~4,640~~

53,~~634~~298

~~9,586~~427

Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that time frame. Generally, these contracts are found in our businesses that typically operate with long-term contracts, which recognize revenue over time. The transaction prices associated with unsatisfied performance obligations at ~~November~~June 251, ~~2023~~2024 are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands)	~~November~~June 251, ~~2023~~2024
Within one year	$	~~456~~608,~~880~~606
Between one and two years	~~315~~352,~~667~~707
Beyond two years	75109,~~170~~831
Total	$	~~847~~1,~~717~~071,144

3.Inventories

Inventories

(In thousands)	~~November~~June 251, ~~2023~~2024		~~February~~March 252, ~~2023~~2024
Raw materials	$	3433,~~535~~970	$	3631,~~869~~363
Work-in-process	1716,~~256~~605		1812,~~024~~291
Finished goods	1829,~~476~~920		2325,~~548~~586
Total inventories	$	70,267	$	78,441
Total inventories, net	$	80,495	$	69,240

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4.Financial Instruments

Marketable securities

Through our wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), we hold the following available-for-sale marketable securities, made up of fixed-maturity investments:

(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
November 25, 2023	$	10,168	$	3	$	597	$	9,574
June 1, 2024	$	11,455	$	19	$	448	$	11,026
February 25, 2023	10,647		—		702		9,945
March 2, 2024	11,327		15		437		10,905

Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using reinsurance agreements to meet statutory requirements. The reinsurance carrier requires Prism to maintain fixed-maturity investments for the purpose of providing collateral for Prism’s obligations under the reinsurance agreements.

The amortized cost and estimated fair values of these investments at ~~November~~June 251, ~~2023~~2024, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without penalty.

(In thousands)

Amortized Cost

Estimated Fair Value

Due within one year

23,~~439~~625

23,~~406~~608

Due after one year through five years

7,~~729~~830

7,~~168~~418

Total

1011,~~168~~455

911,~~574~~026

Derivative instruments

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

In fiscal 2020, we entered into an interest rate swap to hedge exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility. As of ~~November~~June 251, ~~2023~~2024, the interest rate swap contract had a notional value of $30.0 million and has a maturity date of February 5, 2026.

We periodically enter into forward purchase contracts and/or fixed/floating swaps to manage the risk associated with fluctuations in aluminum prices and fluctuations in foreign exchange rates. These contracts generally have an original maturity date of less than one year. As of ~~November~~June 251, ~~2023~~2024, we held aluminum ~~fixed/floating~~purchase ~~swaps~~contracts and foreign exchange option contracts with U.S. dollar notional values of $144.97 million and $0.87 million, respectively.

~~These~~The mark to market adjustments on these derivative instruments are recorded within our consolidated balance sheets within other current assets and other current liabilities. Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive ~~income~~loss until which time the hedged transaction is settled and gains or losses are reclassified to net earnings.

Fair value measurements

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

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(In thousands)	Quoted Prices inActive Markets(Level 1)		Other Observable Inputs (Level 2)		Total Fair Value
November 25, 2023
June 1, 2024
Assets:
Money market funds	$	1323,~~262~~874	$	—	$	1323,~~262~~874
Municipal and corporate bonds	—		911,~~574~~026		911,~~574~~026
Foreign currency option contract	—		3		3
Interest rate swap contract	—		1,336		1,336
Interest rate swap contract	—		1,550		1,550
Aluminum hedging contract	—		386		386
Liabilities:
March 2, 2024
Aluminum hedging contract	—		724		724
February 25, 2023
Assets:
Money market funds	$	826,~~062~~529	$	—	$	826,~~062~~529
Municipal and corporate bonds	—		910,~~945~~905		910,~~945~~905
Interest rate swap contract	—		1,817		1,817
Foreign currency forward/option contract	—		3		3
Interest rate swap contract	—		1,292		1,292
Liabilities:
Foreign currency option contract	—		206		206
Aluminum hedging contract	—		529		529
Aluminum hedging contract	—		1,075		1,075

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

~~Goodwill~~As of June 1, 2024, we had a committed revolving credit facility with Wells Fargo Bank, N.A. as administrative agent, and other lenders (U.S. credit facility) with maximum borrowings of up to $385 million and a maturity date of August 5, 2027. Outstanding borrowings under the revolving credit facility were $65.0 million and $50.0 million as of June 1, 2024 and March 2, 2024, respectively.

~~Goodwill~~We ~~represents~~also ~~the~~maintain ~~excess~~two ofCanadian ~~the~~committed, ~~cost~~revolving ~~over~~credit facilities with the ~~value~~Bank of ~~net~~Montreal ~~tangible~~totaling ~~and~~$25.0 ~~identified~~million ~~intangible~~USD ~~assets~~(Canadian offacilities). ~~acquired~~The ~~businesses.~~Canadian Wefacilities ~~evaluate~~expire ~~goodwill~~annually ~~for~~in ~~impairment~~February, ~~annually~~but ascan ofbe ~~the~~renewed ~~first~~each ~~day~~year ofsolely at our ~~fiscal~~discretion ~~fourth~~until ~~quarter~~August 2027. Therefore, orwe ~~more~~have ~~frequently~~classified ifall ~~events~~outstanding oramounts ~~changes~~under inthese ~~circumstances~~facilities ~~indicate~~as ~~that~~long-term ~~the~~debt ~~carrying~~within ~~value~~our consolidated balance sheets. As of ~~goodwill~~June ~~may~~1, ~~not~~2024 beand ~~recoverable~~March 2, 2024, we had no outstanding borrowings under these Canadian facilities.

AtOur ~~the~~revolving ~~beginning~~credit offacilities ~~the~~contain ~~first~~two ~~quarter~~maintenance offinancial ~~fiscal~~covenants ~~2023,~~that werequire ~~began~~us ~~management~~to ofstay ~~the~~below ~~Sotawall~~a ~~and~~maximum ~~Harmon businesses under the Architectural Services segment in order~~ debt-to-EBITDA ~~create~~ratio ~~a single, unified offering for larger custom curtainwall projects, which resulted in the combination~~ of ~~the~~3.25 ~~Sotawall~~ and ~~Harmon~~maintain ~~reporting units into~~ a ~~single~~minimum ~~reporting~~ratio ~~unit.~~of ~~We evaluated goodwill on a qualitative basis prior~~ EBITDA-to-interest ~~and~~expense ~~subsequent to this change for these reporting units and concluded that no adjustment to the carrying value~~ of ~~goodwill was necessary~~3.00. ~~Concurrent~~Both ~~with~~ratios ~~the~~are ~~move~~computed ofquarterly, ~~Sotawall~~with ~~from~~EBITDA ~~the~~calculated ~~Architectural~~on ~~Framing~~a ~~Systems~~rolling ~~segment to the Architectural Services segment effective at the start of our first~~ four-quarter ofbasis. ~~fiscal~~At ~~2023~~June 1, ~~goodwill was reallocated to the affected reporting units within each segment~~2024, ~~using~~we awere ~~relative fair value approach as outlined~~ in ~~ASC~~compliance ~~350,~~with ~~Intangibles~~both -financial ~~Goodwill and Other~~covenants.

During the third quarter of fiscal 2024, we did not identify any qualitative indicators of impairment at any of our reporting units, and therefore, no interim quantitative goodwill impairment evaluation was performed.

The following table presents the carrying amount of goodwill attributable to each reporting segment including the amount of goodwill that was reallocated from the Architectural Framing Systems segment to the Architectural Services segment using the relative fair value approach during the first quarter of fiscal 2023:

(In thousands)	Architectural Framing Systems		Architectural Glass		Architectural Services		Large-ScaleOptical		Total
Balance at February 26, 2022	$	93,181	$	25,244	$	1,120	$	10,557	$	130,102
Reallocation among reporting units (1)	(2,048)		—		2,048		—		—
Foreign currency translation	(996)		57		(137)		—		(1,076)
Balance at February 25, 2023	90,137		25,301		3,031		10,557		129,026
Foreign currency translation	(28)		59		(4)		—		27
Balance at November 25, 2023	$	90,109	$	25,360	$	3,027	$	10,557	$	129,053
(1) Represents the reallocation of goodwill as a result of transitioning Sotawall from the Architectural Framing Systems segment to the Architectural Services segment as of the start of the first quarter of fiscal 2023.

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Other intangible assets

Indefinite-lived intangible assets

We have intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives. We test indefinite-lived intangible assets for impairment annually at the same measurement date as goodwill, the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. During the third quarter of fiscal 2024, we did not identify any qualitative indicators of impairment at any of our reporting units, and therefore, no interim quantitative intangible impairment evaluation was performed.

Definite-lived intangible assets

Long-lived assets or asset groups, including intangible assets subject to amortization and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. We use undiscounted cash flows to determine whether impairment exists and measure any impairment loss using discounted cash flows to determine the fair value of long-lived assets.

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

(In thousands)	GrossCarryingAmount		AccumulatedAmortization		ForeignCurrencyTranslation		Net
November 25, 2023
Definite-lived intangible assets:
Customer relationships	$	86,798	$	(52,130)	$	(15)	$	34,653
Other intangibles	38,360		(35,706)		25		2,679
Total	125,158		(87,836)		10		37,332
Indefinite-lived intangible assets:
Trademarks	26,851		—		(9)		26,842
Total intangible assets	$	152,009	$	(87,836)	$	1	$	64,174
February 25, 2023
Definite-lived intangible assets:
Customer relationships	$	89,495	$	(49,404)	$	(2,697)	$	37,394
Other intangibles	39,404		(35,229)		(1,045)		3,130
Total	128,899		(84,633)		(3,742)		40,524
Indefinite-lived intangible assets:
Trademarks	27,129		—		(278)		26,851
Total intangible assets	$	156,028	$	(84,633)	$	(4,020)	$	67,375

Amortization expense on definite-lived intangible assets was $3.0 million and $3.1 million for the nine-month periods ended November 25, 2023 and November 26, 2022, respectively. Amortization expense of other identifiable intangible assets is included in selling, general and administrative expenses. At November 25, 2023, the estimated future amortization expense for definite-lived intangible assets was:

(In thousands)						Remainder of 2024						2025						2026						2027						2028
Estimated amortization expense						$	1,058					$	4,240					$	4,223					$	4,391					$	3,936

6.Debt

As of November 25, 2023, we had a committed revolving credit facility with Wells Fargo Bank, N.A. as administrative agent, and other lenders (U.S. credit facility) with maximum borrowings of up to $385 million and a maturity date of August 5, 2027. Outstanding borrowings under the revolving credit facility were $85.0 million and $156.0 million as of November 25, 2023 and February 25, 2023, respectively.

We also maintain two Canadian committed, revolving credit facilities with the Bank of Montreal totaling $25.0 million USD (Canadian facilities). The Canadian facilities expire annually in February, but can be renewed each year solely at our discretion until August 2027. Therefore, we have classified all outstanding amounts under these facilities as long-term debt within our consolidated balance sheets. At November 25, 2023 and February 25, 2023, outstanding borrowings under these Canadian facilities were $3.7 million and $1.8 million, respectively.

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Our revolving credit facilities contain two maintenance financial covenants that require us to stay below a maximum debt-to-EBITDA ratio of 3.25 and maintain a minimum ratio of EBITDA-to-interest expense of 3.00. Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis. At November 25, 2023, we were in compliance with both financial covenants.

The revolving credit facilities also contain an acquisition holiday. In the event we make an acquisition for which the purchase price is greater than $75 million, we can elect to increase the maximum debt-to-EBITDA ratio to 3.75 for a period of four consecutive fiscal quarters, commencing with the fiscal quarter in which a qualifying acquisition occurs. No more than two acquisition "holidays" can occur during the term of the facility, and at least two fiscal quarters must separate qualifying acquisitions.

Borrowings under the credit facilities bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate (SOFR), or, in the case of the Canadian facilities, Canadian Overnight Repo Rate Average (CORRA) plus, in each a margin based on the Leverage Ratio (as defined in the Credit Agreements). For Base Rate borrowings, the margin ranges from 0.125% to 0.75%. For Term SOFR and CORRA borrowings, the margin ranges from 1.125% to 1.75%, ~~and~~with an incremental Term SOFR and CORRA adjustment of 0.10% and 0.29547%, respectively.

The U.S. credit facility also contains an "accordion" provision. Under this provision, we can request that the facility be increased by as much as $200.0 million. Any ~~Lender~~lender may elect or decline to participate in the requested increase at ~~the Lender’s~~ their sole discretion.

At ~~November~~June 251, ~~2023~~2024, we had a total of $15.0 million of ongoing letters of credit related to industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal ~~year~~years ~~2025~~2026 through 2032 and reduce borrowing capacity under the revolving credit facility. As of ~~November~~June 251, ~~2023~~2024, the amount available for revolving borrowings was $~~285~~305.0 million and $2125.30 million under the U.S. credit facility and Canadian facilities, respectively.

At ~~November~~June 251, ~~2023~~2024, debt included $12.0 million of industrial revenue bonds that mature in fiscal years 2036 through 2043.

The fair value of our U.S. credit facility, Canadian credit facilities and industrial revenue bonds approximated carrying value at November 25, 2023, and would be classified as Level 2 within the fair value hierarchy described in Note 4, due to the variable interest rates on these instruments..12

~~Interest~~Table ~~payments~~of ~~under the U.S. and Canadian credit facilities were $7.5 million and $5.3 million for the nine months ended November 25, 2023 and November 26, 2022, respectively.~~Contents

7The fair value of our U.~~Commitments~~S. credit facility, Canadian credit facilities and ~~Contingent~~industrial ~~Liabilities~~revenue bonds approximated carrying values at June 1, 2024, and would be classified as Level 2 within the fair value hierarchy described in Note 4, due to the variable interest rates on these instruments.


(In thousands)	June 1, 2024		May 27, 2023
Interest on debt	$	1,174	$	2,510
Interest rate swap gain	(236)		(267)
Other interest expense	21		28
Interest income	$	(509)	$	(235)
Interest expense, net	$	450	$	2,036

Interest payments under the U.S. and Canadian credit facilities were $1.1 million and $2.4 million for the three months ended June 1, 2024 and May 27, 2023, respectively.

6.Commitments and Contingent Liabilities

Bond commitments

In the ordinary course of business, predominantly in our Architectural Services and Architectural Framing Systems ~~segments~~Segments, we are required to provide surety or performance bonds that commit payments to our customers for any non-performance. At ~~November~~June 251, ~~2023~~2024, $1.3 billion of these types of bonds were outstanding, of which $~~398~~434.47 million is in our backlog. These bonds ~~do not~~ have ~~stated~~ expiration dates that align with completion of the sales order or contract. We have never been required to make payments under surety or performance bonds with respect to our existing businesses.

Warranty and project-related contingencies

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

Nine Months Ended

Three Months Ended

(In thousands)

~~November~~June 251, ~~2023~~2024

~~November 26, 2022~~

Balance at beginning of period

1721,~~893~~362

~~13,923~~

Additional accruals

122,~~743~~399

~~11,201~~

Claims paid

(73,~~644~~529)

~~(7,755)~~

Balance at end of period

2220,~~992~~232

~~17,369~~

Additionally, we are subject to project management and installation-related contingencies as a result of our fixed-price material supply and installation service contracts, primarily in our Architectural Services ~~segment~~Segment and in certain parts of our Architectural Framing Systems ~~businesses~~Segment. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages.

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Letters of credit

At ~~November~~June 251, ~~2023~~2024, we had $15.0 million of ongoing letters of credit, all of which have been issued under our committed revolving credit facility, as discussed in Note 65.

Purchase obligations

Purchase obligations for raw material commitments and capital expenditures totaled $4517.09 million as of ~~November~~June 251, ~~2023~~2024.

New Markets Tax Credit (NMTC) transactions

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

~~During the second quarter of fiscal 2024, one NMTC transaction was settled as expected and as a result, a $4.7 million benefit was recorded in other (income) expense, net.~~13

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project, we are required to hold cash dedicated to fund each project, which is classified as restricted cash in our consolidated balance sheets. As a result of the structure of these transactions, variable-interest entities were created. As the other investors in these programs do not have a material interest in the entities' underlying economics, we include 100% of the results of the variable-interest entities in our consolidated financial statements.

The table below provides a summary of estimated benefits related to our outstanding NMTC transactions (in thousands):


Inception date	Termination date	Deferred Benefit		Deferred costs		Net benefit
May 2022(1)	August 2025	$	6,052	$	1,604	$	4,448
September 2018	September 2025	$	3,198	$	1,031	$	2,167
Total		$	9,250	$	2,635	$	6,615

(1) Continuation of the August 2018 NMTC financing transaction

Litigation

The Company is a party to various legal proceedings incidental to its normal operating activities. In particular, like others in the construction supply and services industry, the Company is routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We have in the past and are currently subject to product liability and warranty claims, including certain legal claims related to a commercial sealant product formerly incorporated into our products. In December 2022, the claimant in an arbitration of one such claim was awarded $20 million. The Company has appealed the award and believes, after taking into account all currently available information, including the advice of counsel and the likelihood of available insurance coverage, that this award will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters. Although it is very difficult to accurately predict the outcome of any such proceedings, facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations, cash flows or financial condition of the Company.

87.~~Share-Based~~Supplier ~~Compensation~~Finance Program Obligations

AsIn ~~part~~the offirst ~~our~~quarter ~~compensation~~of ~~structure~~fiscal 2024, we ~~grant~~implemented ~~stock-based~~a ~~compensation~~supplier ~~awards~~financing toarrangement ~~certain~~that ~~employees~~enables ~~and~~our ~~non-employee~~suppliers, ~~directors~~at ~~during~~their ~~the~~sole ~~fiscal~~discretion, ~~year.~~to ~~These~~sell ~~awards~~our ~~may~~receivables be(i.e., inour ~~the~~payment ~~form~~obligations ofto ~~incentive~~the ~~stock~~suppliers) ~~options~~on ~~(to~~a ~~employees~~non-recourse ~~only),~~basis ~~nonstatutory~~in ~~options,~~order orto ~~nonvested~~be ~~share~~paid ~~awards~~earlier ~~and~~than ~~units,~~our ~~all~~payment ofterms ~~which~~provide. ~~are~~Our ~~granted~~suppliers’ atvoluntary ainclusion ~~price~~of orinvoices ~~with~~in anthe ~~exercise~~supplier ~~price~~financing ~~equal~~arrangement tohas ~~the~~no ~~fair~~bearing ~~market~~on ~~value~~our ofpayment terms, the ~~Company’s~~amounts ~~stock~~we atpay, ~~the~~or ~~date~~our ofliquidity. ~~award~~We ~~unless~~have ~~the~~no ~~date~~economic ofinterest ~~the~~in ~~award~~a issupplier’s ondecision ato ~~day~~participate in the ~~Nasdaq~~supplier ~~Global~~financing ~~Select~~program, ~~market~~and iswe do not ~~open~~provide ~~for~~any ~~trading,~~guarantees ~~then~~in ~~the~~connection ~~exercise~~with ~~price~~it. ~~shall~~These ~~equal~~balances ~~the~~are ~~fair~~reflected ~~market~~in ~~value~~accounts onpayable in the ~~most~~consolidated ~~recent~~balance ~~preceding~~sheets ~~date~~and ~~when~~are ~~such~~reflected ~~market~~in isnet ~~open.~~cash ~~Refer~~provided toby ~~our~~operating ~~Form~~activities ~~10-K~~in ~~for~~our ~~further~~consolidated ~~information~~statements onof ~~our~~cash ~~share-based~~flows ~~compensation~~when ~~plans~~settled.

16The following table summarizes the obligation activity and outstanding balances as of June 1, 2024 and March 2, 2024 that we have confirmed as valid to the administrators of our program:


(In thousands)	June 1, 2024		March 2, 2024
Balance at beginning of period	$	6,527	$	—
Obligations added to the program	10,342		33,133
Obligations settled	(10,666)		(26,606)
Balance at end of period	$	6,203	$	6,527

8.Shareholders' Equity

We declared dividends totaling $5.4 million ($0.25 per share) in the first three months of fiscal 2025, compared to dividends paid of $5.2 million ($0.24 per share) in the comparable prior year period.

During fiscal 2004, the Board of Directors authorized a share repurchase program allowing us to repurchase shares of our outstanding common stock, with subsequent increases in authorization. During the three-months ended June 1, 2024, we repurchased 241,573 shares under the program, for a total cost of $15.1 million, inclusive of the applicable excise tax. During the three-months ended May 27, 2023, we repurchased 119,916 shares under the program, for a total cost of $5.2 million. We have repurchased a total of 11,518,090 shares, at a total cost of $408.5 million, since the inception of this program in fiscal 2004. We have remaining authority to repurchase 2,731,910 shares under this program, which has no expiration date. We may also elect to repurchase additional shares of common stock under our authorization, subject to limitations contained in our debt

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~~The~~agreements ~~table~~and ~~below~~based ~~sets~~upon ~~forth~~our ~~the~~assessment of a number of ~~stock-based~~factors, ~~compensation~~including ~~awards~~share ~~granted~~price, ~~during~~trading ~~the~~volume ~~nine-months~~and ~~ended~~general ~~November~~market 25conditions, ~~2023~~working capital requirements, ~~along~~general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. We may finance share repurchases with ~~the~~available ~~weighted~~cash, ~~average~~additional ~~grant~~debt ~~date~~or ~~fair~~other ~~value:~~sources of financing.

Awards	Number of Awards	Weighted Average Exercise Price
Restricted stock awards and restricted stock units(1)	195,013	$	43.16
Performance share units ("PSUs")(2)	48,483	$	43.59
(1) Represent service condition awards which generally vest over a two- or three-year period.
(2) Represent performance condition awards with the grant equal to the target number of performance shares based on the share price at grant date. These grants allow for the right to receive a variable number of shares, between 0% and 200% of target, dependent on achieving a defined performance goal of return on invested capital and being employed at the end of the performance period.

9.Share-Based Compensation

~~Total~~As ~~share~~part of our compensation structure, we grant stock-based compensation ~~expense~~awards ~~included~~to incertain ~~the~~employees ~~results~~and ofnon-employee ~~operations~~directors ~~was~~during $6the fiscal year.6 ~~million~~These ~~for~~awards may be in the ~~nine-month~~form ~~period~~of ~~ended~~incentive ~~November~~stock 25options (to employees only), ~~2023~~nonstatutory options, or nonvested share awards and ~~$6.0~~units, ~~million~~all ~~for~~of which are granted at a price or with an exercise price equal to the ~~nine-month~~fair ~~period~~market ~~ended~~value ~~November~~of 26the Company’s stock at the date of award, ~~2022~~unless the date of the award is on a day the Nasdaq Stock Market is not open for trading, then the exercise price shall equal the fair market value on the most recent preceding date when such market is open.

AtThe ~~November~~table ~~25,~~below ~~2023,~~sets ~~there~~forth ~~was~~the ~~$11.6~~number ~~million~~ of ~~total~~stock-based ~~unrecognized~~ compensation ~~cost~~awards ~~related~~granted toduring ~~nonvested~~the ~~share~~three-months ~~and~~ended ~~nonvested~~June ~~share~~1, ~~unit awards~~2024, ~~which~~along iswith ~~expected~~the ~~to be recognized over a~~ weighted average ~~period~~grant ofdate ~~approximately 21 months. The total~~ fair value ~~of shares vested during the nine months ended November 25, 2023 was $5.8 million.~~:

9.Income Taxes


Awards	Number of Awards	Weighted Average Grant Date Fair Value
Restricted stock awards and restricted stock units(1)	91,957	$	62.25
Performance share units (2)	35,332	$	62.53

(1) Represent service condition awards which generally vest over a two- or three-year period.
(2) Represent performance condition awards with the grant equal to the target number of performance shares based on the share price at grant date. These grants allow for the right to receive a variable number of shares, between 0% and 200% of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average return on invested capital and cumulative earnings per share.

WeTotal ~~file~~share-based ~~income~~compensation ~~tax~~expense ~~returns~~included in the ~~U.S.~~results ~~federal~~of ~~jurisdiction,~~operations ~~various~~was U$2.S.7 ~~state~~million ~~and~~for ~~local~~the ~~jurisdictions,~~three-month ~~Canada,~~period ~~Brazil~~ended ~~and~~June ~~other~~1, ~~international jurisdictions. We are no longer subject to U.S. federal tax examinations for years prior to fiscal 2020~~2024, ~~or state~~ and ~~local income tax examinations for years prior to fiscal 2015~~$2.2 Wemillion ~~are not currently under U.S. federal examination~~ for ~~years~~the ~~subsequent~~three-month toperiod ~~fiscal~~ended ~~year~~May ~~2019~~27, ~~and there is very limited examination activity of our income tax returns in U~~2023.S. ~~state jurisdictions or international jurisdictions.~~

~~The~~At ~~total~~June ~~liability~~1, ~~for~~2024, ~~unrecognized~~there ~~tax benefits~~ was $510.36 million atof ~~November~~total ~~25,~~unrecognized ~~2023~~compensation cost related to nonvested share and ~~February~~nonvested ~~25,~~share ~~2023~~unit awards, ~~respectively~~which is expected to be recognized over a weighted average period of approximately 19 months. ~~Penalties~~The ~~and~~total ~~interest~~fair ~~related~~value toof ~~unrecognized~~shares ~~tax~~vested ~~benefits~~during ~~are~~the ~~recorded~~three-months inended ~~income~~June ~~tax~~1, ~~expense~~2024 was $9.0 million.

10.~~Earnings~~Income ~~per Share~~Taxes

We file income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, Canada, Brazil and other international jurisdictions. We are no longer subject to U.S. federal tax examinations for years prior to fiscal 2021, or state and local income tax examinations for years prior to fiscal 2015. We are not currently under U.S. federal examination for years subsequent to fiscal year 2020, and there is very limited audit activity of our income tax returns in U.S. state jurisdictions or international jurisdictions.

For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items. Income tax expense as a percentage of earnings before income tax was 24.5%, compared to 25.0% for the same period last year. The decrease in the effective tax rate was primarily due to a decrease in tax expense for discrete items, partially offset by an increase in non-deductible executive compensation expense.

The total liability for unrecognized tax benefits was $5.6 million at June 1, 2024 compared to $5.1 million at March 2, 2024, respectively. Penalties and interest related to unrecognized tax benefits are recorded in income tax expense.

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11.Earnings per Share

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

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

(In thousands)

~~November 25, 2023~~

~~November 26, 2022~~

~~November~~June 251, ~~2023~~2024

~~November~~May 2627, ~~2022~~2023

Basic earnings per share – weighted average common shares outstanding

~~21,819~~

~~21,870~~

21,~~889~~823

2221,~~043~~883

Weighted average effect of nonvested share grants and assumed exercise of stock options

~~194~~

~~408~~

~~204~~238

~~413~~503

Diluted earnings per share – weighted average common shares and potential common shares outstanding

~~22,013~~

~~22,278~~

22,~~093~~061

22,~~456~~386

Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares)

~~109~~

5687

~~109~~229

1112.Business Segment Data

We have four reporting segments:

•The Architectural Framing Systems ~~segment~~Segment designs, engineers, fabricates and finishes aluminum window, curtainwall, storefront and entrance systems for the exterior of buildings.

•The Architectural Glass ~~segment~~Segment coats and fabricates, high-performance glass used in custom window and wall systems on ~~commercial~~non-residential buildings.

•The Architectural Services ~~segment~~Segment integrates technical services, project management, and field installation services to design, engineer, fabricate, and install building glass and curtainwall systems.

•The Large-Scale Optical (LSO) ~~segment~~Segment manufactures high-performance glass and acrylic products for the custom framing, ~~museum~~fine art, and ~~technical~~engineered ~~glass~~optics markets.

Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions. We report net sales intersegment eliminations separately to exclude these sales from our consolidated total. Segment operating income is equal to net sales, less cost of goods sold, selling, general and administrative expenses, and any asset impairment charges associated with the segment. Segment operating income includes operating income related to intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level. We report these unallocated corporate costs in Corporate and Other. Operating income does not include other income or expense, interest expense or a provision for income taxes.


	Three Months Ended
(In thousands)		June 1, 2024		May 27, 2023
Segment net sales
Architectural Framing Systems		$	133,172	$	164,162
Architectural Glass		86,703		97,202
Architectural Services		99,027		89,418
Large-Scale Optical		21,204		22,456
Intersegment eliminations		(8,590)		(11,525)
Net sales		$	331,516	$	361,713
Segment operating income (loss)
Architectural Framing Systems		$	18,336	$	19,945
Architectural Glass		17,091		16,521
Architectural Services		5,623		(596)
Large-Scale Optical		4,846		5,525
Corporate and Other		(4,515)		(7,628)
Operating income		$	41,381	$	33,767

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

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13.Restructuring

During the fourth quarter of fiscal 2024, we announced strategic actions to further streamline our business operations, enable a more efficient cost model, and better position the Company for profitable growth (referred to as “Project Fortify”). Project Fortify primarily impacts the Architectural Framing Systems Segment and includes:

•Eliminating certain lower-margin product and service offerings, enabling consolidation into a single operating entity.

•Transferring production operations from the Company’s facility in Walker, Michigan, to the Company’s facilities in Monett, Missouri and Wausau, Wisconsin.

•Simplifying the segment’s brand portfolio and commercial model to improve flexibility, better leverage the Company’s capabilities, and enhance customer service.

Additionally, the Company has implemented actions to optimize processes and streamline resources in its Architectural Services Segment and Corporate.

The Company expects these actions to be substantially complete by the third quarter of fiscal 2025. The Company now expects to incur approximately $15.0 million to $16.0 million of pre-tax charges in connection with Project Fortify leading to annualized cost savings of $12 million to $14 million. Restructuring charges are expected to include:

•$6.5 million to $7.5 million of severance and employee related costs;

•$1.5 million to $2.0 million of contract termination costs: and

•$6.5 million to $7.0 million of other expenses.

During the first quarter of fiscal 2025, we incurred $1.1 million of pre-tax costs associated with Project Fortify, of which $0.6 million was included within cost of sales and $0.5 million was included within selling, general and administrative expenses. During the fourth quarter of fiscal 2024, we incurred $12.4 million of pre-tax costs associated with Project Fortify, of which $5.5 million was included within cost of sales and $6.9 million was included within selling, general and administrative expenses.


(In thousands)	Architectural Framing		Architectural Services		Corporate & Other		Total
June 1, 2024

Termination benefits	$	302	$	—	$	124	$	426
Other restructuring charges	696		—		—		696
Total restructuring charges	$	998	$	—	$	124	$	1,122

The following table summarizes our restructuring related accrual balances included within accrued payroll and related benefits and other current liabilities in the consolidated balance sheets. All remaining accrual balances are expected to be paid within fiscal 2025.


(In thousands)	Architectural Framing		Architectural Services		Corporate & Other		Total






Balance at March 2, 2024	$	2,814	$	2,067	$	56	$	4,937
Restructuring expense	771		—		124		895
Payments	(2,053)		(348)		(50)		(2,451)
Other adjustments	320		—		—		320
Balance at June 1, 2024	$	1,852	$	1,719	$	130	$	3,701

The charges presented in the rollforward of our restructuring accruals do not include items charged directly to expense as incurred, as those items are not reflected in accrued payroll and related benefits and other current liabilities in the consolidated balance sheets.

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	Three Months Ended				Nine Months Ended
(In thousands)	November 25, 2023		November 26, 2022		November 25, 2023		November 26, 2022
Segment net sales
Architectural Framing Systems	$	139,585	$	165,013	$	462,548	$	501,172
Architectural Glass	90,964		81,541		282,262		235,158
Architectural Services	94,662		102,031		272,144		312,151
Large-Scale Optical	26,009		26,660		72,110		76,988
Intersegment eliminations	(11,506)		(7,398)		(33,962)		(28,878)
Net sales	$	339,714	$	367,847	$	1,055,102	$	1,096,591
Segment operating income (loss)
Architectural Framing Systems	$	16,981	$	22,089	$	57,986	$	66,266
Architectural Glass	15,164		7,461		49,119		19,087
Architectural Services	5,288		6,032		8,211		14,449
Large-Scale Optical	7,100		7,109		17,288		19,598
Corporate and other*	(6,886)		(7,930)		(20,637)		(19,351)
Operating income	$	37,647	$	34,761	$	111,967	$	100,049

*Corporate and other includes certain corporate expenses that are not allocated at a segment level.

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

Forward-looking statements

This Quarterly Report on Form 10-Q, including the section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain statements that are considered “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~~Forward-looking ~~words~~statements generally can be identified by the use of forward-looking terminology such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” "will," "continue" ~~and~~or similar ~~expressions~~words ~~are~~or ~~intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~expressions. 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. 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. ~~Information~~These ~~about~~uncertainties and other risk factors ~~that~~include, ~~could~~but ~~materially~~are ~~affect~~not ~~our~~limited ~~results~~to, ~~can~~the berisks ~~found~~and inuncertainties ~~the~~set forth under “Risk Factors” section of our Annual Report on Form 10-K for the year ended ~~February~~March 252, ~~2023~~2024 and in subsequent filings with the U.S. Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.

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

Non-GAAP Measures

We have included in this report measures of financial performance that are not defined by U.S. GAAP. We believe that these measures provide useful information ~~to investors,~~ and include these measures in other communications to investors. For each of these non-GAAP financial measures, we ~~are~~provide ~~providing~~ a reconciliation of the differences between the non-GAAP measure and the most directly comparable U.S. GAAP measure (see "Reconciliation of Non-GAAP Financial Measures" in this Item 2 below), and an explanation of why we believe the non-GAAP measure provides useful information to ~~investors,~~management and ~~any additional material purposes for which our management or Board of Directors uses the non-GAAP measure~~investors. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable ~~GAAP measure~~U.S. ~~Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS) are supplemental non-~~GAAP ~~financial measures provided by the Company to assess performance on a more comparable basis from period-to-period by excluding amounts that management does not consider part of core operating results~~measure. ~~Management uses these non-GAAP~~

Overview

We are a leading provider of architectural products and services for enclosing buildings, and high-performance glass and acrylic products used in applications for preservation, protection and enhanced viewing. Our four reporting segments are: Architectural Framing Systems, Architectural Glass, Architectural Services and Large-Scale Optical (LSO).

Our enterprise strategy is based on the following three key elements:

1.Become the economic leader in our target markets. We are developing a deep understanding of our target markets and aligning our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings. We are focused on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability.

2.Actively manage our portfolio to drive higher margins and returns. We are shifting our business mix toward higher operating margin offerings in order to improve our return on invested capital performance. We expect to accomplish this by allocating resources to grow our top performing businesses, actively addressing underperforming businesses, and investing to add new differentiated product and service offerings to accelerate our growth and increase margins.

3.Strengthen our core capabilities. We are shifting from our historical, decentralized operating model to one with center-led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business. In fiscal 2022, we established a Company-wide operating system with common tools and processes based on the foundation of Lean and Continuous Improvement, which we call the "Apogee Management System". Our strategy is supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.

We set this strategy by developing a deep knowledge of the markets we serve and by gaining extensive input from customers and industry influencers, along with detailed competitive benchmarking. We continually analyze our portfolio of products,

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~~measures~~services, and capabilities to identify the best areas for future profitable growth. We also evaluate our operating model to ensure we have the ~~Company’s~~organizational ~~historical~~structure and ~~prospective~~capabilities ~~financial~~needed ~~performance,~~to ~~measure~~deliver ~~operational~~consistent ~~profitability~~profitable ongrowth. aThrough ~~consistent~~this ~~basis~~work, aswe avalidate ~~factor~~strengths inthat ~~determining~~we ~~executive~~can ~~compensation,~~leverage and toidentify ~~provide~~opportunities ~~enhanced transparency~~ to ~~the~~improve ~~investment~~our ~~community~~performance.

~~Overview~~In fiscal 2024, we drove further progress toward our strategic goals and financial targets. We continued the deployment of the Apogee Management System across our business, supporting sustainable cost and productivity improvements. We invested in organic growth initiatives, including capacity expansion in the Large-Scale Optical Segment and geographic growth in the Architectural Services Segment. We increased our focus on differentiated products and services, and continued to diversify the mix of architectural projects that we serve while leaning more heavily into higher, value-added products. We also advanced several initiatives to strengthen our core capabilities, driving the standardization of key business processes and systems, and strengthening talent management and leadership development programs.

WeThe ~~are~~following aselected ~~leader~~financial indata ~~the~~should ~~design~~be ~~and~~read ~~development~~in ofconjunction ~~value-added~~with ~~glass~~the ~~and~~Company’s ~~metal~~Form ~~products~~10-K ~~and~~for ~~services.~~the ~~Our~~year ~~four~~ended ~~reporting~~March ~~segments~~2, ~~are:~~2024 ~~Architectural~~and ~~Framing~~the ~~Systems,~~consolidated ~~Architectural~~financial ~~Glass~~statements, ~~Architectural~~including ~~Services~~the ~~and~~notes ~~Large-Scale~~to ~~Optical~~consolidated ~~(LSO).~~financial statements, included therein.

The three key elements of our enterprise strategy are discussed below:

1.Become the economic leader in our target markets. We will attempt to achieve this by developing a deep understanding of our target markets and aligning our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings. We will also strive to build a relentless focus on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability.

2.Actively manage our portfolio to drive higher margins and returns. We intend to shift our business mix toward higher operating margin offerings and improve our return on invested capital performance. We plan to accomplish this by allocating resources to grow our top performing businesses, actively addressing underperforming businesses, and investing to add new differentiated product and service offerings to accelerate our growth.

3.Strengthen our core capabilities. We are working to shift from our historical, decentralized operating model, to one with center-led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business. We are establishing a Company-wide operating system with common tools and processes that are based on the foundation of Lean and Continuous Improvement, which we are calling "Apogee Management System" or "AMS". We plan to support this through a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.

We have made significant progress toward executing our enterprise strategy and underlying financial targets. We advanced our AMS initiatives, which have resulted in meaningful productivity improvements, particularly in Architectural Glass. We increased our focus on differentiated products and services, and effectively managed pricing to share in the value we delivered for our customers. We have focused on sustainable cost improvements and improvements to quality, service and delivery, while shifting mix toward more differentiated offerings. We integrated the Sotawall business into the Architectural Services segment, in order to create a single, unified offering for larger custom curtainwall projects. We advanced several initiatives to strengthen our core capabilities, driving the standardization of key business processes and systems. We also relaunched our talent development and leadership training programs and added key talent across the organization.

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended February 25, 2023 and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

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Results of Operations

The following tables provide various components of operations as year over year U.S. dollar and percentage change, as well as a percentage of net sales.

	Three Months Ended										% of Net Sales
(in thousands, except percentages)	~~November~~June 251, ~~2023~~2024			~~November~~May 2627, ~~2022~~2023			~~$ Change~~		% Change		~~November~~June 251, ~~2023~~2024		~~November~~May 2627, ~~2022~~2023
Net sales	$	~~339~~331,~~714~~516		$	~~367~~361,~~847~~713		$	~~(28,133)~~	(78.63)	%	100.0	%	100.0	%
Cost of sales	~~249~~232,~~409~~661			~~281~~268,~~239~~727			~~(31,830)~~		(1113.34)		7370.42		7674.53
Gross profit	9098,~~305~~855			8692,~~608~~986			~~3,697~~		46.3		2629.68		2325.57
Selling, general and administrative expenses	5257,~~658~~474			5159,~~847~~219			~~811~~		1(2.69)		1517.53		1416.14
Operating income	3741,~~647~~381			3433,~~761~~767			~~2,886~~		822.35		1112.15		9.43
Interest expense, net	~~1,454~~450			2,~~590~~036			~~(1,136)~~		(4377.9)		0.41		0.76
Other expense, net	~~890~~(143)			~~552~~288			~~338~~		~~61.2~~N/M		~~0.3~~—		0.21
Earnings before income taxes	3541,~~303~~074			31,~~619~~443			~~3,684~~		1130.76		1012.4		8.67
Income tax expense	810,~~329~~063			7,~~854~~867			~~475~~		627.09		23.50		2.12
Net earnings	$	2631,~~974~~011		$	23,~~765~~576		$	~~3,209~~	1331.5	%	7.9.4	%	6.5	%
Effective tax rate	~~23.6~~		%	~~24.8~~		%					24.5	%	25.0	%
N/M Indicates calculation not meaningful.

	Nine Months Ended										% of Net Sales
(in thousands, except percentages)	November 25, 2023			November 26, 2022			$ Change		% Change		November 25, 2023		November 26, 2022
Net sales	$	1,055,102		$	1,096,591		$	(41,489)	(3.8)	%	100.0	%	100.0	%
Cost of sales	776,440			839,430			(62,990)		(7.5)		73.6		76.5
Gross profit	278,662			257,161			21,501		8.4		26.4		23.5
Selling, general and administrative expenses	166,695			157,112			9,583		6.1		15.8		14.3
Operating income	111,967			100,049			11,918		11.9		10.6		9.1
Interest expense, net	5,720			5,494			226		4.1		0.5		0.5
Other (income) expense, net	(3,722)			2,035			(5,757)		N/M		(0.4)		0.2
Earnings before income taxes	109,969			92,520			17,449		18.9		10.4		8.4
Income tax expense	26,092			8,635			17,457		202.2		2.5		0.8
Net earnings	$	83,877		$	83,885		$	(8)	—	%	7.9	%	7.6	%
Effective tax rate	23.7		%	9.3		%

Comparison of First Quarter Fiscal 2025 to First Quarter Fiscal 2024

~~Comparison~~•Consolidated ofnet ~~Third~~sales ~~Quarter~~decreased ~~Fiscal~~8.3%, ~~2024~~ to ~~Third~~$331.5 ~~Quarter~~million, ~~Fiscal~~primarily ~~2023~~driven by lower volume.

•~~Consolidated~~Gross ~~net~~margin ~~sales~~increased ~~decreased~~to 729.68%, orcompared ~~$28.1 million,~~ to ~~$339~~25.7 ~~million~~%, primarily ~~reflecting~~driven by a more favorable mix of projects in Architectural Services, favorable material costs, lower ~~volumes~~insurance-related costs, and productivity gains, partially offset by ~~improved~~the ~~mix~~impact of lower volume and ~~pricing~~$0.6 million of restructuring costs associated with Project Fortify.

•~~Gross~~Selling, ~~profit~~general ~~increased~~and ~~4.3%,~~administrative or(SG&A) expenses decreased $31.7 million, ~~and gross margin increased~~ to 2617.63% of net sales, compared to 2316.54% of net sales. The ~~improvement~~increase in ~~gross~~SG&A ~~margin~~as ~~was~~a ~~primarily~~percentage ~~driven~~of bysales ~~higher~~was ~~pricing,~~primarily ~~improved~~due ~~product~~to ~~mix,~~unfavorable ~~lower~~sales ~~short-term incentive compensation expense~~leverage, ~~and lower insurance-related expense,~~ partially offset by ~~the impact of~~ lower ~~volume~~bad ~~and~~debt ~~a less favorable mix of projects in Architectural Services~~expense.

•~~Selling,~~Operating ~~general~~income ~~and~~grew ~~administrative~~to ~~expenses~~$41.4 ~~increased~~million from $033.8 million, and operating margin increased 320 basis points to 1512.5%. The improvement in operating margin was primarily driven by a more favorable mix of ~~net~~projects ~~sales~~in Architectural Services, ~~compared~~favorable tomaterial ~~14.1%~~costs, ~~primarily~~lower ~~due~~insurance-related tocosts, ~~higher~~productivity ~~salaries~~gains, and ~~benefits~~lower ~~costs~~bad debt expense, ~~partially~~which more than offset bythe impact of lower ~~short-term~~volume, ~~incentive~~$1.1 ~~compensation~~million ~~expense~~of restructuring costs related to Project Fortify, and unfavorable segment mix. Adjusted operating income grew 25.9% to $42.5 million, and adjusted operating margin improved to 12.8%.

•~~Operating~~Interest ~~income~~expense, ~~grew~~net ~~8.3%~~was to $370.65 million, ~~and~~compared ~~operating margin increased 170 basis points~~ to 11$2.1%0 million, primarily driven by ~~improved segment operating margin in Architectural Glass as well as the Architectural Glass segment comprising a higher mix of the consolidated results, partially offset by~~ lower ~~segment~~average ~~operating~~debt ~~margin in Architectural Framing Systems~~levels.

2019

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•~~Interest~~Income tax expense, ~~net~~as a percentage of earnings before income tax was $124.5 ~~million~~%, compared to $225.60% ~~million,~~for ~~reflecting~~the same period last year. The decrease in the effective tax rate was primarily due to a ~~lower~~decrease ~~average~~in ~~debt~~tax ~~level~~expense for discrete items, partially offset by ~~higher~~an ~~average~~increase ~~interest~~in ~~rates~~non-deductible executive compensation expense.

•Income tax expense was $8.3 million, compared to $7.9 million.

Comparison of First Nine Months of Fiscal 2024 to First Nine Months of Fiscal 2023

•Consolidated net sales decreased 3.8%, or $41.5 million, to $1.1 billion, primarily reflecting lower volumes in Architectural Framing Systems, Architectural Services and Large-Scale Optical, partially offset by improved mix in the Architectural Glass and Architectural Framing Systems segments, as well as improved pricing in the Architectural Glass segment.

•Gross profit increased 8.4%, or $21.5 million, to 26.4% of net sales, compared to 23.5%. The gross margin improvement was primarily driven by higher margins in Architectural Glass, due to increased pricing and mix, as well as lower short-term incentive compensation expense, primarily in Architectural Framing and Architectural Services, and lower insurance-related expense. This was partially offset by the impact of lower volume and a less favorable mix of projects in Architectural Services.

•Selling, general and administrative expenses increased $9.6 million to 15.8% of net sales, compared to 14.3%. The increase in expenses was primarily due to increased salaries and benefits and consulting costs, partially offset by lower short-term incentive compensation expense.

•Operating income grew 11.9% to $112.0 million, and operating margin increased 150 basis points to 10.6%, primarily driven by improved operating margin in Architectural Glass as well as the Architectural Glass segment comprising a higher mix of the consolidated results.

•Interest expense, net was $5.7 million, compared to $5.5 million, reflecting a higher average interest rate, partially offset by a lower average debt level.

•Other (income) expense, net included a $4.7 million pre-tax gain related to finalization of a New Markets Tax Credit transaction realized during the second quarter of fiscal 2024.

•Income tax expense was $26.1 million, compared to $8.6 million. The prior year period included a $13.7 million tax deduction for a worthless stock loss and related discrete tax benefits.

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Segment Analysis

The following table presents net sales, operating income (loss) and operating margin by segment and consolidated total.

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

(In thousands, except percentages)

~~November 25, 2023~~

~~November 26, 2022~~

~~% Change~~

~~November~~June 251, ~~2023~~2024

~~November~~May 2627, ~~2022~~2023

% Change

Segment net sales

Architectural Framing Systems

~~139,585~~

~~165,013~~

~~(15.4)~~

~~462~~133,~~548~~172

~~501~~164,~~172~~162

(718.79)

Architectural Glass

~~90,964~~

~~81,541~~

~~11.6~~

~~282~~86,~~262~~703

~~235~~97,~~158~~202

20(10.08)

Architectural Services

~~94,662~~

~~102,031~~

~~(7.2)~~

~~272~~99,~~144~~027

~~312~~89,~~151~~418

~~(12~~10.8)7

Large-Scale Optical

~~26,009~~

~~26,660~~

~~(2.4)~~

7221,~~110~~204

7622,~~988~~456

(65.36)

Intersegment eliminations

~~(11,506)~~

~~(7,398)~~

~~55.5~~

(338,~~962~~590)

(2811,~~878~~525)

17(25.65)

Net sales

~~339,714~~

~~367,847~~

~~(7.6)~~

1331,~~055,102~~516

1361,~~096,591~~713

(3.8.3)

Segment operating income (loss)

Architectural Framing Systems

~~16,981~~

~~22,089~~

~~(23.1)~~

5718,~~986~~336

6619,~~266~~945

(128.51)

Architectural Glass

~~15,164~~

~~7,461~~

~~103.2~~

4917,~~119~~091

1916,~~087~~521

~~157.~~3.5

Architectural Services

~~5,288~~

~~6,032~~

~~(12.3)~~

85,~~211~~623

~~14,449~~(596)

~~(43.2)~~N/M

Large-Scale Optical

~~7,100~~

~~7,109~~

~~(0.1)~~

174,~~288~~846

195,~~598~~525

(1112.83)

Corporate and other*

(6,886)

(7,930)

(13.2)

(20,637)

(19,351)

6.6

Corporate and Other

(4,515)

(7,628)

(40.8)

Operating income

~~37,647~~

~~34,761~~

~~8.3~~

~~111~~41,~~967~~381

~~100~~33,~~049~~767

1122.95

Segment operating margin

Architectural Framing Systems

~~12.2~~

~~13.4~~

1213.58

1312.21

Architectural Glass

~~16.7~~

~~9.1~~

1719.47

817.10

Architectural Services

~~5.6~~

~~5.9~~

35.07

4(0.67)

Large-Scale Optical

~~27.3~~

~~26.7~~

2422.09

2524.56

Corporate and other

N/M

Corporate and Other

N/M

Operating income

~~11.1~~

~~9.4~~

1012.65

9.13

N/M Indicates calculation not meaningful.

Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions. We report net sales intersegment eliminations separately to exclude these sales from our consolidated total. Segment operating income is equal to net sales, less cost of goods sold, SG&A, and any asset impairment charges associated with the segment. Segment operating income includes operating income related to intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level. We report these unallocated corporate costs in Corporate and Other. Operating income does not include other income or expense, interest expense or a provision for income taxes.

Architectural Framing Systems

Comparison of ~~Third~~First Quarter Fiscal ~~2024~~2025 to ~~Third~~First Quarter Fiscal ~~2023~~2024

•Net sales were $~~139~~133.62 million, compared to $~~165~~164.02 million, primarily reflecting ~~lower~~reduced volume due to ~~slowing~~lower end market demand inand ~~our~~the ~~short-cycle~~exit ~~business,~~of ~~partially~~certain ~~offset~~lower-margin byproduct alines ~~more~~as ~~favorable~~part ~~sales~~of ~~mix~~Project Fortify.

•Operating income was $1718.03 million, or 1213.28% of net sales, compared to $2219.19 million, or 1312.41% of net sales,. The 170 basis point improvement in operating margin was primarily ~~reflecting~~driven by favorable material costs, favorable mix, productivity gains, and lower bad debt expense, partially offset by the impact of lower volume and $1.0 ~~This~~million ~~result~~of ~~was~~restructuring ~~partially~~charges ~~offset~~as bypart ~~improved~~of ~~sales~~Project ~~mix~~Fortify. Adjusted operating income was $19.3 million, ~~improved~~or ~~productivity~~14.5% of net sales, ~~and~~compared ~~lower~~to ~~short-term~~$19.9 ~~incentive~~million, ~~compensation-related~~or ~~expenses~~12.1% of net sales.

~~Comparison of First Nine Months of Fiscal 2024 to First Nine Months of Fiscal 2023~~20

•Net sales were $462.5 million, compared to $501.2 million, primarily reflecting lower volume, partially offset by more favorable sales mix and improved pricing.

•Operating income was $58.0 million, or 12.5% of net sales, compared to $66.3 million, or 13.2% of net sales, primarily driven by the impact of lower volume. This result was partially offset by improved sales mix and lower short-term incentive compensation-related expenses.

Architectural Glass

Comparison of Third Quarter Fiscal 2024 to Third Quarter Fiscal 2023

•Net sales increased $9.4 million, or 11.6%, primarily driven by improved mix and pricing, reflecting the strategic shift to emphasize premium, high performance products, partially offset by lower volume.

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~~•Operating~~Architectural income increased to $15.2 million, or 16.7% of net sales, compared to $7.5 million, or 9.1% of net sales. The higher operating margin improvement was primarily driven by the impact of improved mix and pricing, partially offset by the impact of lower volume and cost inflation.Glass

Comparison of First ~~Nine~~Quarter ~~Months of~~ Fiscal ~~2024~~2025 to First ~~Nine~~Quarter ~~Months of~~ Fiscal ~~2023~~2024

•Net sales ~~increased~~were $4786.17 million, orcompared 20to $97.~~0%,~~2 ~~driven by improved pricing~~million, areflecting ~~more~~lower ~~favorable~~volume ~~sales~~due ~~mix,~~to ~~and~~lower ~~higher~~end-market ~~volume~~demand, ~~reflecting~~partially ~~the~~offset ~~segment's~~by ~~strategic~~improved ~~shift to emphasize premium, high-performance products~~pricing.

•Operating income increased to $4917.1 million, or 1719.47% of net sales, compared to $1916.15 million, or 817.10% of net sales. The ~~operating~~270 ~~margin~~basis point improvement in operating margin was primarily driven by ~~improved~~productivity ~~pricing~~gains and ~~mix~~improved pricing, partially offset by ~~cost~~the ~~inflation~~impact of lower volume.

Architectural Services

Comparison of ~~Third~~First Quarter Fiscal ~~2024~~2025 to ~~Third~~First Quarter Fiscal ~~2023~~2024

•Net sales were $9499.70 million, compared to $~~102~~89.04 million, primarily ~~reflecting~~due to a ~~less~~more favorable mix of projects inand ~~the~~increased ~~quarter~~volume.

•Operating income ~~was~~increased to $5.36 million, or 5.67% of net sales, compared to an operating loss of $6.0.6 million, or 5(0.97)% of net sales., ~~The change in operating margin was~~ primarily driven by a ~~less~~more favorable mix of projects~~, partially offset by lower short-term incentive compensation expense~~.

Comparison of First Nine Months of Fiscal 2024 to First Nine Months of Fiscal 2023

•Net sales were $272.1 million, compared to $312.2 million, primarily reflecting lower project volume due to a higher mix of projects in earlier stages of completion and a less favorable mix of projects.

•Operating income was $8.2 million, or 3.0% of net sales, compared to $14.4 million, or 4.6% of net sales. The decline in operating margin was primarily driven by lower project volume due to a higher mix of projects in earlier stages of completion and a less favorable mix of project, partially offset by lower short-term incentive compensation expense .

Large-Scale Optical (LSO)

Comparison of ~~Third~~First Quarter Fiscal ~~2024~~2025 to ~~Third~~First Quarter Fiscal ~~2023~~2024

•LSO net sales were $2621.02 million, compared to $2622.75 million, primarily reflecting lower volume ~~from~~in ~~slower~~the retail ~~demand~~channel, partially offset by a more favorable mix ~~and pricing~~.

•Operating income was $74.18 million, ~~with~~or ~~operating margin improving to 27~~22.39% of net sales, compared to 26$5.75 million, or 24.6% ~~due~~of tonet ~~favorable~~sales. ~~mix~~The 170 basis point decline in operating margin primarily reflects the impact of lower volume, partially offset by cost savings and ~~pricing.~~improved mix.

~~Comparison~~Corporate ofand ~~First Nine Months of Fiscal 2024 to First Nine Months of Fiscal 2023~~Other

~~•LSO~~Comparison ~~net~~of ~~sales~~First ~~were~~Quarter ~~$72.1~~Fiscal ~~million,~~2025 ~~compared~~ to ~~$77.0~~First ~~million,~~Quarter ~~primarily~~Fiscal ~~reflecting lower volume due to customer destocking and slower demand in the retail markets, partially offset by a more favorable mix and pricing.~~ 2024

•~~Operating~~Corporate ~~income~~and Other expense was $174.35 million, ~~or 24.0% of net sales,~~ compared to $197.6 million, ~~or 25.5% of net sales,~~ primarily ~~driven~~due byto ~~the impact of~~ lower ~~volume,~~insurance-related ~~partially offset by more favorable mix and pricing~~costs.

Corporate and other

Comparison of Third Quarter Fiscal 2024 to Third Quarter Fiscal 2023

•Corporate and other expense was $6.9 million, compared to $7.9 million, primarily reflecting lower insurance-related costs.

Comparison of First Nine Months of Fiscal 2024 to First Nine Months of Fiscal 2023

•Corporate and other expense was $20.6 million, compared to $19.4 million primarily due to an increase in compensation expense and higher consulting costs, partially offset by lower insurance-related costs.

Backlog

Backlog represents the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which may be expected to be recognized as revenue in the future. Backlog is most meaningful for Architectural Services due to the longer-term nature of their projects. Backlog is not a term defined under U.S. GAAP and is not a measure of contract profitability. We view backlog as one indicator of future revenues, particularly in our longer-lead time businesses. In addition to backlog, we have a substantial amount of projects with short lead times that book-and-bill within the same reporting period and are not included in backlog.

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businesses. In addition to backlog, we have a substantial amount of projects with short lead times that book-and-bill within the same reporting period and are not included in backlog.

Architectural Framing Systems

As of November 25, 2023, segment backlog was approximately $183.9 million, compared to approximately $197.5 million at the end of the prior quarter, and to approximately $246.2 million at the end of the third quarter of fiscal 2023. The reduction in backlog compared to both periods was primarily driven by a decline in our longer-cycle business, reflecting delays in award activity, and a continued strategic shift in this business toward projects that allow for more attractive margins.

Architectural Services

As of ~~November~~June 251, ~~2023~~2024, segment backlog was approximately $~~776~~866.59 million, compared to approximately $~~674~~807.48 million at the end of the prior quarter~~, and to approximately $740~~.9 ~~million at the end of the third quarter of fiscal 2023.~~ The increase in backlog compared to the prior quarter was primarily driven by several large project awards in the current quarter.

~~Net~~Reconciliation ~~earnings,~~of ~~diluted EPS, adjusted net earnings (non~~Non-GAAP), ~~and~~Financial ~~adjusted diluted EPS (non-GAAP)~~Measures

InAdjusted ~~order~~operating toincome, ~~provide~~adjusted aoperating ~~better~~margin, ~~understanding~~adjusted ofnet ~~the~~earnings, ~~impact~~adjusted ofdiluted ~~certain~~earnings ~~items~~per onshare ~~our~~(adjusted ~~net earnings and~~ diluted EPS), ~~the~~adjusted ~~tables that follow report the comparative impact of certain items on~~ net earnings ~~and~~before ~~diluted~~interest, ~~EPS~~taxes, ~~for~~depreciation ~~the~~and ~~periods~~amortization ~~presented~~(adjusted ~~below.~~EBITDA), ~~Adjusted net earnings~~ and adjusted ~~diluted~~EBITDA ~~EPS~~margin are ~~considered~~supplemental non-GAAP financial measures asprovided ~~contemplated~~ by ~~SEC~~the ~~Regulation~~Company G.to ~~For~~assess ~~additional~~performance ~~information~~on ~~regarding~~a ~~management’s~~more ~~decision~~comparable tobasis ~~present~~from ~~this non~~period-~~GAAP~~to-period ~~financial~~by ~~information,~~excluding ~~see~~amounts ~~the~~that ~~introduction~~management todoes ~~this~~not ~~Item~~consider ~~2.,~~part ~~“Management’s~~of ~~Discussion~~core ~~and~~operating ~~Analysis~~results. ofManagement ~~Financial~~uses ~~Condition~~these ~~and~~non-GAAP ~~Results~~measures ofas ~~Operations.”~~noted below:

	Three Months Ended						Nine Months Ended
(In thousands)	November 25, 2023		November 26, 2022		% change		November 25, 2023		November 26, 2022		% change
Net earnings	$	26,974	$	23,765	13.5	%	$	83,877	$	83,885	—	%
NMTC settlement gain(1)	—		—				(4,687)		—
Worthless stock deduction and related discrete tax benefits(2)	—		—				—		(13,702)
Income tax impact on above adjustments	—		—				1,148		—
Adjusted net earnings	$	26,974	$	23,765	13.5	%	$	80,338	$	70,183	14.5	%
	Three Months Ended						Nine Months Ended
	November 25, 2023		November 26, 2022		% change		November 25, 2023		November 26, 2022		% change
Diluted EPS	$	1.23	$	1.07	15.0	%	$	3.80	$	3.74	1.6	%
NMTC settlement gain(1)	—						(0.21)		—
Worthless stock deduction and related discrete tax benefits(2)	—		—				—		(0.61)
Income tax impact on above adjustments	—		—				0.05		—
Adjusted diluted EPS	$	1.23	$	1.07	15.0	%	$	3.64	$	3.13	16.3	%
Weighted average diluted shares outstanding	22,013		22,278				22,093		22,456

•We use adjusted operating income, adjusted operating margin, adjusted net earnings, and adjusted diluted EPS to provide meaningful supplemental information about our operating performance by excluding amounts that are not considered part of core operating results to enhance comparability of results from period to period.

(1)			Realization of a New Market Tax Credit (NMTC) benefit during the second quarter of fiscal 2024, which was recorded in other (income) expense, net.
(2)			Worthless stock deduction and related discrete income tax benefits from the impairment of the Sotawall business in fiscal 2023, which were recorded in income tax expense (benefit).

•We believe adjusted EBITDA and adjusted EBITDA margin metrics provide useful information to investors and analysts about our core operating performance.

~~Comparison of Third Quarter Fiscal 2024 to Third Quarter Fiscal 2023~~21

•Net earnings were $27.0 million, compared to $23.8 million, driven by higher operating income, lower interest expense and a lower effective tax rate.

•Diluted EPS was $1.23, compared to $1.07, due to higher net earnings and lower weighted average diluted shares outstanding.

•Adjusted net earnings increased 13.5% to $27.0 million, compared to $23.8 million. Adjusted diluted EPS increased 15.0% to $1.23, compared to $1.07.

Comparison of First Nine Months of Fiscal 2024 to First Nine Months of Fiscal 2023

•Net earnings were essentially flat at $83.9 million for both periods driven by higher earnings before taxes, offset by a higher effective tax rate.

•Diluted EPS was $3.80, compared to $3.74, due to lower weighted average diluted shares outstanding.

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~~•Adjusted~~These ~~net~~non-GAAP ~~earnings~~measures ~~increased~~should ~~14.5%~~be toviewed ~~$80.3~~in ~~million~~addition to, ~~compared~~and not as an alternative to, ~~$70~~the reported financial results of the Company prepared in accordance with U.2S. ~~million~~GAAP. ~~Adjusted~~Other ~~diluted~~companies ~~EPS~~may ~~increased~~calculate ~~16.3%~~these tomeasures ~~$3.64~~differently, ~~compared~~thereby tolimiting $3the usefulness of the measures for comparison with other companies.~~13.~~


Reconciliation of Non-GAAP Financial Measures
Adjusted Operating Income and Adjusted Operating Margin
(Unaudited)
	Three Months Ended June 1, 2024
(In thousands, except percentages)	Architectural Framing Systems			Architectural Glass			Architectural Services			LSO			Corporate and Other		Consolidated
Operating income	$	18,336		$	17,091		$	5,623		$	4,846		$	(4,515)	$	41,381
Restructuring costs (1)	998			—			—			—			124		1,122
Adjusted operating income	$	19,334		$	17,091		$	5,623		$	4,846		$	(4,391)	$	42,503

Operating margin	13.8		%	19.7		%	5.7		%	22.9		%	N/M		12.5		%
Restructuring costs (1)	0.7		%	—		%	—		%	—		%	N/M		0.3		%
Adjusted operating margin	14.5		%	19.7		%	5.7		%	22.9		%	N/M		12.8		%

	Three Months Ended May 27, 2023
	Architectural Framing Systems			Architectural Glass			Architectural Services			LSO			Corporate and Other		Consolidated
Operating income(2)	$	19,945		$	16,521		$	(596)		$	5,525		$	(7,628)	$	33,767

Operating margin(2)	12.1		%	17.0		%	(0.7)		%	24.6		%	N/M		9.3		%


(1)			Restructuring charges related to Project Fortify, including $0.4 million of employee termination costs and $0.7 million of other costs.
(2)			For the first quarter of fiscal 2024, we did not make any adjustments to operating income or operating margin as calculated in accordance with U.S. GAAP.


	Reconciliation of Non-GAAP Financial Measures
	Adjusted Net Earnings and Adjusted Diluted Earnings Per Share
	(Unaudited)
						Diluted per share amounts
		Three Months Ended				Three Months Ended
(In thousands, except per share amounts)		June 1, 2024		May 27, 2023		June 1, 2024		May 27, 2023

Net earnings		$	31,011	$	23,576	$	1.41	$	1.05
Restructuring costs (1)		1,122		—		0.05		—

Income tax impact on above adjustments (2)		(275)		—		(0.01)		—
Adjusted net earnings		$	31,858	$	23,576	$	1.44	$	1.05

Shares outstanding for EPS						22,061		22,386

(1)	Restructuring charges related to Project Fortify, including $0.4 million of employee termination costs and $0.7 million of other costs.




(2)	Income tax impact calculated using an estimated statutory tax rate of 24.5%, which reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred.

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Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin (Earnings before interest, taxes, depreciation and amortization)
(Unaudited)

	Three Months Ended
(In thousands)	June 1, 2024			May 27, 2023

Net earnings	$	31,011		$	23,576
Income tax expense	10,063			7,867
Interest expense, net	450			2,036
Depreciation and amortization	9,976			10,282
EBITDA	$	51,500		$	43,761
Restructuring costs(1)	1,122			—

Adjusted EBITDA	$	52,622		$	43,761

EBITDA Margin	15.5		%	12.1		%
Adjusted EBITDA Margin	15.9		%	12.1		%

(1)

Restructuring charges related to Project Fortify, including $0.4 million of employee termination costs and $0.7 million of other costs.

Liquidity and Capital Resources

We rely on cash provided by operations for our material cash requirements, including working capital needs, capital expenditures, satisfaction of contractual commitments (including principal and interest payments on our outstanding indebtedness) and shareholder return through dividend payments and share repurchases.

Operating Activities. Net cash provided by operating activities was $~~129~~5.35 million for the first ~~nine~~three months of fiscal ~~2024~~2025, compared to $5121.13 million ~~of net cash used by operating activities~~ in the prior year period,. The decrease was primarily driven by ~~favorable~~increased cash used for working capital ~~changes~~requirements ~~compared~~and toincreased ~~the~~cash ~~prior~~paid ~~year~~for incentive compensation payments, partially offset by higher earnings.

Investing Activities. Net cash used by investing activities was $267.3 million for the first ~~nine~~three months of fiscal ~~2024~~2025, compared to $126.09 million in the prior year~~, driven primarily by increased capital expenditures primarily to fund strategic investments~~.

Financing Activities. Net cash used by financing activities was $~~100.~~4.9 million for the first ~~nine~~three months of fiscal ~~2024~~2025, compared to ~~net cash used by financing activities of~~ $5111.63 million in the prior year period. The ~~increase~~decrease in cash used for financing activities was primarily driven by higher net debt ~~payments~~borrowings in the current year period, partially offset by increased share repurchases.

We paid dividends totaling $15.7 million ($0.72 per share) in the first nine months of fiscal 2024, compared to $14.4 million ($0.66 per share) in the comparable prior year period. During the first nine months of fiscal 2024, we repurchased 279,916 shares under our authorized share repurchase program, for a total cost of $11.8 million. In the first nine months of fiscal 2023, we repurchased 1,571,139 shares under the share repurchase program, for a total cost of $74.3 million. The repurchase program does not have an expiration date. Since the inception of the share repurchase program in 2004, we have purchased a total of 11,276,517 shares, at a total cost of $393.5 million. As of November 25, 2023, we had remaining authority to repurchase 2,973,483 shares under this program. We may also elect to repurchase additional shares of common stock under our authorization, subject to limitations contained in our debt agreements and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. We may finance share repurchases with available cash, additional debt or other sources of financing.

Additional Liquidity Considerations. We periodically evaluate our liquidity requirements, cash needs and availability of debt resources relative to acquisition plans, significant capital plans, and other working capital needs.

As of the end of the ~~third~~first quarter of fiscal ~~2024~~2025, we had a committed revolving ~~credit facility in the~~ U.S. credit facility with maximum borrowings of up to $385 million, with a maturity date of August 5, 2027, and two Canadian ~~committed, revolving~~ credit facilities totaling $25 million (USD). At ~~November~~June 251, ~~2023~~2024, we had outstanding borrowings under our U.S. ~~committed, revolving~~ credit facility of $8565.0 million, and ~~$3.7~~no ~~million~~ outstanding borrowings under the Canadian ~~committed, revolving~~ credit facilities. We are required to make periodic interest payments on our outstanding indebtedness, and future interest payments will be determined based on the amount of outstanding borrowings and prevailing interest rates during that time.

Our revolving credit facilities contain two maintenance financial covenants that require us to stay below a maximum debt-to-EBITDA ratio of 3.25 and maintain a minimum ratio of EBITDA-to-interest expense of 3.00. Both ratios are computed quarterly, with EBITDA calculated on a rolling four-quarter basis. At ~~November~~June 251, ~~2023~~2024, we were in compliance with both financial covenants (which are identical in all three of our revolving credit facilities).

~~The~~Our revolving credit facilities also contain an acquisition holiday. In the event we make an acquisition for which the purchase price is greater than $75 million, we can elect to increase the maximum debt-to-EBITDA ratio to 3.75 for a period of four consecutive fiscal quarters, commencing with the fiscal quarter in which a qualifying acquisition occurs. No more than two acquisition "holidays" can occur during the term of the facility, and at least two fiscal quarters must separate qualifying acquisitions.

Borrowings under the credit facilities bear floating interest at either the Base Rate or Term SOFR, plus a margin based on the Leverage Ratio (as defined in the Credit Agreements). For Base Rate borrowings, the margin ranges from 0.125% to 0.75%. For Term SOFR borrowings, the margin ranges from 1.125% to 1.75% and an incremental Term SOFR adjustment of 0.10%.23

The U.S. facility also contains an "accordion" provision. Under this provision, we can request that the facility be increased by as much $200.0 million. Any Lender may elect or decline to participate in the requested increase at the Lender’s sole discretion.

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~~Additionally,~~Borrowings under the credit facilities bear floating interest at ~~November~~either ~~25,~~the ~~2023,~~Base weRate ~~had~~or aTerm ~~total~~Secured ofOvernight ~~$15.0~~Financing ~~million~~Rate of(SOFR), ~~ongoing~~or, ~~letters~~in ofthe ~~credit~~case ~~related~~of tothe ~~industrial~~Canadian ~~revenue~~credit ~~bonds~~facilities, ~~construction~~Canadian ~~contracts~~Overnight ~~and~~Repo ~~insurance~~Rate ~~collateral~~Average ~~that~~(CORRA) ~~expire~~plus, in ~~fiscal~~each ~~year~~a ~~2025~~margin ~~and~~based ~~reduce~~on ~~borrowing~~the ~~capacity~~Leverage ~~under~~Ratio (as defined in the UCredit Agreements).S. ~~revolving~~For ~~credit~~Base ~~facility~~Rate borrowings, the margin ranges from 0.125% Asto of0.75%. ~~November~~For ~~25,~~Term ~~2023~~SOFR and CORRA borrowings, the ~~amount~~margin ~~available~~ranges ~~for~~from ~~revolving~~1.125% ~~borrowings~~to ~~under~~1.75%, ~~the~~with ~~U.S~~an ~~credit~~incremental ~~facility~~Term ~~was~~SOFR ~~$285.~~and CORRA adjustment of 0.10% ~~million~~and 0.29547%, respectively.

WeThe ~~acquire~~U.S. ~~the~~credit ~~use~~facility ofalso ~~certain~~contains ~~assets~~an ~~through~~"accordion" ~~operating leases, such as property, manufacturing equipment, vehicles and other equipment~~provision. Under ~~Future~~this ~~payments for such leases~~provision, ~~excluding~~we ~~leases~~can ~~with~~request ~~initial~~that ~~terms~~the offacility ~~one~~be ~~year~~increased orby ~~less,~~as ~~were~~much as $42200.70 million. Any atlender ~~November~~may ~~25,~~elect ~~2023,~~or ~~with~~decline ~~$3.5~~to ~~million~~participate ~~payable~~in ~~during~~ the ~~remainder~~requested ofincrease ~~fiscal~~at ~~2024.~~their sole discretion.

AsAdditionally, ofat ~~November~~June 251, ~~2023~~2024, we had a total of $4515.0 million of ~~open~~ongoing ~~purchase~~letters ~~obligations,~~ of ~~which~~credit ~~payments~~related ~~totaling~~to ~~$12.2~~industrial ~~million~~revenue ~~are~~bonds, ~~expected~~construction tocontracts ~~become~~and ~~due~~insurance ~~during~~collateral ~~the~~that ~~remainder~~expire ofin fiscal ~~2024~~years 2026 through 2032 and reduce borrowing capacity under the U.S. ~~These~~credit ~~purchase~~facility. ~~obligations~~As ~~primarily~~of ~~relate~~June to1, ~~raw~~2024, ~~material~~the ~~commitments~~amount ~~and~~available ~~capital~~for ~~expenditures~~revolving ~~and~~borrowings ~~are~~was ~~not~~$305.0 ~~expected~~million toand ~~impact~~$25.0 ~~future~~million ~~liquidity,~~under asthe ~~amounts~~U.S. ~~should~~credit befacility ~~recovered~~and ~~through~~Canadian ~~customer~~credit ~~billings~~facilities, respectively.

We ~~expect~~acquire tothe ~~make~~use ~~contributions~~ of $0certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment.7 ~~million~~Future topayments ~~our~~for ~~defined-benefit~~such ~~pension~~leases, ~~plans~~excluding inleases ~~fiscal~~with initial terms of one year or less, were $43.0 million at June 1, 2024, ~~which~~with ~~will~~$9.5 ~~equal~~million orpayable ~~exceed~~during ~~our~~the ~~minimum~~remainder ~~funding~~of ~~requirements~~fiscal 2025.

As of ~~November~~June 251, ~~2023~~2024, we had ~~reserves~~$17.9 million of open purchase obligations, of which payments totaling $513.34 million ~~for~~are ~~unrecognized~~expected ~~tax~~to ~~benefits~~become due during the remainder of fiscal 2025. WeThese ~~are~~purchase ~~unable~~obligations primarily relate to ~~reasonably~~raw ~~estimate~~material incommitments ~~which~~and ~~future~~capital ~~periods~~expenditures ~~the~~and ~~remaining~~are ~~unrecognized~~not ~~tax~~expected ~~benefits~~to ~~will~~impact ~~ultimately~~future liquidity, as amounts should be ~~settled.~~recovered through customer billings.

We ~~are~~expect ~~required, in the ordinary course of business,~~ to ~~provide~~make ~~surety~~contributions ~~or performance bonds that commit payments to our customers for any non-performance. At November 25, 2023, $1.3 billion~~ of ~~these types of bonds were outstanding, of which~~ $~~398~~0.4 million isto in our ~~backlog.~~defined-benefit ~~These~~pension ~~bonds~~plans doin ~~not~~fiscal ~~have~~2025, ~~stated~~which ~~expiration~~will ~~dates.~~equal ~~We have never been required to make payments under surety~~ or ~~performance~~exceed ~~bonds with respect to~~ our ~~existing~~minimum ~~businesses.~~funding requirements.

WeAs ~~continue to evaluate acquisition opportunities on a regular basis. We may finance acquisition activity with available cash, the issuance~~ of ~~shares~~June ~~of common stock~~1, ~~additional debt~~2024, orwe ~~other~~had ~~sources~~reserves of ~~financing,~~$5.6 ~~depending~~million ~~upon~~for ~~the~~unrecognized ~~size~~tax ~~and~~benefits. ~~nature~~We ofare ~~any~~unable ~~such~~to ~~transaction~~reasonably ~~and~~estimate ~~the~~in ~~status~~which offuture periods the ~~capital~~remaining ~~markets~~unrecognized attax ~~the~~benefits ~~time~~will ofultimately ~~such~~be ~~acquisition~~settled.

~~Due~~We toare ~~our~~required, ~~ability~~in tothe ~~generate~~ordinary ~~strong~~course ~~cash~~of ~~from~~business, ~~operations~~to ~~and~~provide ~~our~~surety ~~borrowing~~or ~~capability~~performance ~~under~~bonds ~~our~~that ~~committed~~commit ~~revolving~~payments ~~credit~~to ~~facilities, we believe that~~ our ~~sources~~customers offor ~~liquidity~~any ~~will~~non-performance. beAt ~~adequate~~June to1, ~~meet~~2024, ~~our~~$1.3 ~~short-term~~billion ~~and~~of ~~long-term~~these ~~liquidity~~types ~~and~~of ~~capital~~bonds ~~expenditure~~were ~~needs. In addition~~outstanding, weof ~~believe~~which ~~that~~$434.7 wemillion ~~have~~is ~~the~~in ~~ability~~our ~~currently~~backlog. toThese ~~obtain~~bonds ~~both~~have ~~short-term~~expiration ~~and~~dates ~~long-term~~that ~~debt~~align towith ~~meet~~completion ~~our~~of ~~financing~~the ~~needs~~purchase ~~for~~order ~~the~~or ~~foreseeable future~~contract. We ~~also~~have ~~believe~~not ~~that~~been werequired ~~will~~to bemake ~~able~~any topayments ~~operate~~under ~~our~~these ~~business~~bonds sowith asrespect to ~~continue to be in compliance with~~ our existing ~~debt covenants over the next fiscal year~~businesses.

Due to our ability to generate strong cash from operations and our borrowing capability under our committed revolving credit facilities, we believe that our sources of liquidity will be adequate to meet our short-term and long-term liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs, including additional sources of debt to finance potential acquisitions, for the foreseeable future. We also believe we will be able to operate our business so as to continue to be in compliance with our existing debt covenants over the next fiscal year.

We continually review our portfolio of businesses and their assets and how they support our business strategy and performance objectives. As part of this review, we may acquire other businesses, pursue geographic expansion, take actions to manage capacity and further invest in, divest and/or sell parts of our current businesses.

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~~March 252, ~~2023~~2024.

Critical Accounting Policies

There have been no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended ~~February~~March 252, ~~2023~~2024.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended ~~February~~March 252, ~~2023~~2024 for a discussion of the Company’s market risk. There have been no material changes in market risk since ~~February~~March 252, ~~2023~~2024.

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Item 4.Controls and Procedures

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

~~and~~b)Changes ~~communicated~~in tointernal ~~our~~controls: ~~management,~~There ~~including~~was ~~our~~no ~~Chief~~change ~~Executive~~in ~~Officer~~the ~~and~~Company’s ~~Chief~~internal ~~Financial~~control ~~Officer~~over financial reporting that occurred during the fiscal quarter ended June 1, 2024, that has materially affected, or is reasonably likely to ~~allow~~materially ~~timely~~affect, ~~decisions~~the ~~regarding~~Company’s ~~required~~internal ~~disclosure.~~control over financial reporting.

b)Changes in internal controls: There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended November 25, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Item 1A.Risk Factors

There have been no material changes or additions to our risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended ~~February~~March 252, ~~2023~~2024.

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 ~~2024~~2025:

Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (b)
August 27, 2023 to September 23, 2023	122	$	48.40	—	973,483
March 3, 2024 to March 30, 2024	2,362	$	56.62	—	2,973,483
September 24, 2023 to October 21, 2023	1,500	47.08		—	2,973,483
March 31, 2024 to April 27, 2024	96,346	60.22		60,128	2,913,355
October 22, 2023 to November 25, 2023	—	—		—	2,973,483
April 28, 2024 to June 1, 2024	223,933	62.66		181,445	2,731,910
Total	1322,~~622~~641	$	4761.7471	—241,573	2,~~973~~731,~~483~~910

(a)The shares in this column represent the total number of shares that were repurchased by us pursuant to our publicly announced repurchase program, plus the shares surrendered to us by plan participants to satisfy withholding tax obligations related to share-based compensation. ~~We did not purchase any shares pursuant to our publicly announce repurchase program during the fiscal quarter.~~

(b)In fiscal 2004, announced on April 10, 2003, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock. The Board increased the authorization by 750,000 shares, announced on January 24, 2008; by 1,000,000 shares on each of the announcement dates of October 8, 2008, January 13, 2016, January 9, 2018, January 14, 2020, October 7, 2021, and June 22, 2022; and by 2,000,000 shares, on each of the announcement dates of October 3, 2018, January 14, 2022 and October 6, 2023. The repurchase program does not have an expiration date.

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Item 5. Other Information

Insider Adoption or Termination of Trading Arrangements

During the three months ~~ending~~ended ~~November~~June 251, ~~2023~~2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(c) of Regulation S-K.

Item 6. Exhibits


3.1			Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year-ended February 28, 2004.)
3.2			Articles of Amendment to Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on January 16, 2020.
3.3			Amended and Restated Bylaws of Apogee Enterprises, Inc. Incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed on July 1, 2021.
10.1			Amended Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2019 Stock Incentive Plan, as Amended and Restated (2021). Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on May 7, 2024.
10.2			Amended Form of Restricted Stock Unit Agreement under the Apogee Enterprises, Inc. 2019 Stock Incentive Plan, as Amended and Restated (2021). Incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on May 7, 2024.
10.3			Executive Equity Deferral Program Under the Apogee Enterprises, Inc. 2019 Stock Incentive Plan dated May 1, 2024. Incorporated by reference to Exhibit 10.7 to Registrant's Current Report on Form 8-K filed on May 7, 2024.
10.4			Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Plan as Amended and Restated (2024). Incorporated by reference to Exhibit 4.5 to Apogee’s Registration Statement on Form S-8 filed on June 2 0 , 202 4 .
31.1#			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2#			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1#			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101#			The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 1, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 1, 2024 and March 2, 2024, (ii) the Consolidated Results of Operations for the three-months ended June 1, 2024 and May 27, 2023, (iii) the Consolidated Statements of Comprehensive Earnings for the three-months ended June 1, 2024 and May 27, 2023, (iv) the Consolidated Statements of Cash Flows for the three-months ended June 1, 2024 and May 27, 2023, (v) the Consolidated Statements of Shareholders' Equity for the three-months ended June 1, 2024 and May 27, 2023, and (vi) Notes to Consolidated Financial Statements.
104#			Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
			Exhibits marked with a (#) sign are filed herewith.

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Item 6. Exhibits

3.1			Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year-ended February 28, 2004.)
3.2			Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on January 16, 2020.)
3.3			Amended and Restated Bylaws of Apogee Enterprises, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter-ended May 29, 2021).
31.1#			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2#			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1#			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101#			The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 25, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of November 25, 2023 and February 25, 2023, (ii) the Consolidated Results of Operations for the three- and nine-months ended November 25, 2023 and November 26, 2022, (iii) the Consolidated Statements of Comprehensive Earnings for the three- and nine-months ended November 25, 2023 and November 26, 2022, (iv) the Consolidated Statements of Cash Flows for the nine-months ended November 25, 2023 and November 26, 2022, (v) the Consolidated Statements of Shareholders' Equity for the three- and nine-months ended November 25, 2023 and November 26, 2022, and (vi) Notes to Consolidated Financial Statements.
104#			Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
			Exhibits marked with a (#) sign are filed herewith.

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SIGNATURES

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

	APOGEE ENTERPRISES, INC.
Date: January 3, 2024	By: /s/ Ty R. Silberhorn
Date: July 9, 2024	By: /s/ Ty R. Silberhorn
		Ty R. SilberhornPresident and Chief Executive Officer(Principal Executive Officer)

Date: ~~January~~July 39, 2024 By: /s/ Matthew J. Osberg Matthew J. OsbergExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)

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