Apogee Enterprises Inc.

04/24/2026 | Press release | Distributed by Public on 04/24/2026 11:22

Annual Report for Fiscal Year Ending February 28, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to assist the reader in understanding our financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources, and is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes in Item 8. Financial Statements and Supplementary Data in this Form 10-K.
Additional information about results of operations and financial condition for fiscal 2025 and 2024 (including the detailed discussion of the prior fiscal year 2025 to 2024 year-over-year changes) can be found in Management's Discussion and Analysis of Financial Condition and Results of Operations sections in our Annual Report on Form 10-K for the year ended March 1, 2025.
Overview
We are a leading provider of architectural products and services for enclosing buildings, and high-performance coating products used in applications for preservation, protection and enhanced viewing. Our four reporting segments are: Architectural Metals, Architectural Services, Architectural Glass, and Performance Surfaces.
On October 31, 2025, the Company announced the separation of its Chief Executive Officer. In connection with this separation agreement, the Board of Directors approved the accelerated vesting of certain outstanding unvested restricted stock awards and performance share unit awards previously granted. See Note 13 to our Consolidated Financial Statements for additional information.
In the first quarter of fiscal 2026, we announced Project Fortify Phase 2 to drive cost efficiencies, primarily in the Architectural Metals, Architectural Services and Corporate Segments. An extension of Phase 2 was announced on January 7, 2026 to drive additional cost savings in Architectural Metals and Corporate. Phase 2 focused on further optimizing our operating footprint and aligning resources to enable a more effective operating model. The actions of Phase 2 resulted in $27.4 million of pre-tax charges and are expected to deliver annualized pre-tax cost savings of approximately $26 million. The actions associated with Phase 2 were substantially completed in the fourth quarter of fiscal 2026. See Note 18 to our Consolidated Financial Statements for additional information.
As a result of a March 2025 appellate court decision confirming a December 2022 arbitration award, the Company paid the arbitration award, including accrued post-judgment interest, in the amount of $24.7 million, on April 7, 2025. As a result of the decision, we recorded expense of $9.4 million, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds. This impact was recorded in cost of goods sold in the fourth quarter of fiscal 2025. See Note 10 to our Consolidated Financial Statements for additional information.
During the third quarter of fiscal 2025, we acquired UW Solutions for $240.9 million. UW Solutions is a U.S. based, vertically integrated manufacturer of high-performance coated substrates, differentiated by its proprietary formulations and coating application processes. The business serves a broad range of customers in attractive end markets, including building products for distribution centers and manufacturing facilities, as well as premium products for the graphic arts market. See Note 17 to our Consolidated Financial Statements for additional information.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with U.S. GAAP, we also provide certain non-GAAP financial measures. These measures are not in accordance with, nor are they a substitute for U.S. GAAP measures, and may not be comparable to similarly titled measures used by other companies. For each of these non-GAAP measures, we provide a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure, (see "Reconciliation of Non-GAAP Financial Measures" in this Item 7), and an explanation of why we believe the non-GAAP measure provides useful information to management and investors.
Non-GAAP measures include:
•Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS), used 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.
•Adjusted EBITDA, defined as adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of net sales. We use adjusted EBITDA and adjusted EBITDA margin to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results, trends, and variances of each segment in relation to forecasts and historical performance.
Management uses these measures to evaluate the Company's historical and prospective financial performance, measure operational profitability on a consistent basis, as a factor in determining executive compensation, and to provide enhanced transparency to the investment community.
Results of Operations
The following tables provide various components of our operations for fiscal years 2026, 2025 and 2024 and percentages reflecting annual changes in such amounts and as a percentage of net sales in each fiscal year.
Our fiscal year ends on the Saturday closest to the last day of February. Fiscal 2026 and fiscal 2025 each consisted of 52 weeks, while fiscal 2024 consisted of 53 weeks.
% Change
(Dollars in thousands) 2026 2025 2024
2026 vs. 2025
2025 vs. 2024
Net sales $ 1,404,733 $ 1,360,994 $ 1,416,942 3.2 % (3.9) %
Cost of sales 1,085,259 1,001,101 1,049,814 8.4 % (4.6) %
Gross profit 319,474 359,893 367,128 (11.2) % (2.0) %
Selling, general and administrative expenses 235,000 241,783 233,295 (2.8) % 3.6 %
Operating income 84,474 118,110 133,833 (28.5) % (11.7) %
Interest expense, net 13,976 6,159 6,669 126.9 % (7.6) %
Other (income) expense, net
(6,958) (623) (2,089) N/M N/M
Earnings before income taxes 77,456 112,574 129,253 (31.2) % (12.9) %
Income tax expense 23,325 27,522 29,640 (15.2) % (7.1) %
Net earnings $ 54,131 $ 85,052 $ 99,613 (36.4) % (14.6) %
Diluted earnings per share
$ 2.52 $ 3.89 $ 4.51 (35.2) % (13.7) %
N/M - Indicates calculation is not meaningful
(Percentage of net sales)
2026 2025 2024
Net sales 100.0 % 100.0 % 100.0 %
Cost of sales 77.3 73.6 74.1
Gross profit 22.7 26.4 25.9
Selling, general and administrative expenses 16.7 17.8 16.5
Operating income 6.0 8.7 9.4
Interest expense, net 1.0 0.5 0.5
Other (income) expense, net
(0.5) - (0.1)
Earnings before income taxes 5.5 8.3 9.1
Income tax expense 1.7 2.0 2.1
Net earnings 3.9 % 6.2 % 7.0 %
Effective income tax rate
30.1 % 24.4 % 22.9 %
The following table summarizes the changes in net sales from fiscal 2025 to fiscal 2026.
(In thousands, except percentages)
Architectural Metals
Architectural Services
Architectural Glass
Performance Surfaces Intersegment eliminations Consolidated
Fiscal 2025 net sales
$ 524,709 $ 419,861 $ 322,197 $ 122,131 $ (27,904) $ 1,360,994
Organic business (1)
(20,681) 19,371 (38,538) 10,564 7,752 (21,532)
Acquisition (2)
- - - 65,271 - 65,271
Fiscal 2026 net sales
$ 504,028 $ 439,232 $ 283,659 $ 197,966 $ (20,152) $ 1,404,733
Total net sales growth (decline)
(3.9) % 4.6 % (12.0) % 62.1 % (27.8) % 3.2 %
Organic business (1)
(3.9) % 4.6 % (12.0) % 8.6 % (27.8) % (1.6) %
Acquisition (2)
- % - % - % 53.4 % - % 4.8 %
(1)
Organic business is defined as (declines) growth in net sales from legacy businesses and from acquired businesses, twelve months after the acquisition date.
(2) On November 4, 2024, we completed the acquisition of UW Solutions. For additional information see Note 17 to the accompanying Consolidated Financial Statements.
Comparison of Fiscal 2026 to Fiscal 2025
•Consolidated net sales were $1.40 billion compared to $1.36 billion, an increase of 3.2%, primarily driven by $65.3 million of inorganic sales contribution from the acquisition of UW Solutions in the Performance Surfaces Segment. This was partially offset by lower volume, primarily as a result of lower demand, primarily in the Architectural Glass and Metals Segments.
•Gross margin decreased to 22.7% of net sales, compared to 26.4%, primarily due to higher aluminum costs, impacts from lower volume, and higher health insurance costs, partially offset productivity improvements including savings from Project Fortify 2 and lower risk-based insurance and incentive compensation expense. Additionally, fiscal 2025 gross margin was impacted by a non-recurring $9.4 million arbitration award expense.
•SG&A expense decreased $6.8 million to 16.7% of net sales, compared to 17.8% of net sales. The decrease was primarily due to lower incentive compensation expense, lower acquisition related expenses, and benefits from cost savings of Fortify Phase 2, partially offset by increased amortization associated with the UW Solutions transaction.
•Operating income was $84.5 million and operating margin declined to 6.0%, compared to 8.7% in the prior year.
•Interest expense, net was $14.0 million, compared to $6.2 million, primarily driven by a higher average debt balance resulting from the acquisition of UW Solutions.
•Other income was $7.0 million, compared to $0.6 million, driven by a $6.7 million gain from settling a New Markets Tax Credit transaction.
•Income tax expense as a percentage of earnings before income tax was 30.1%, compared to 24.4% for fiscal 2025. The increase in the effective tax rate was primarily due to an increase in tax expense on discrete items in fiscal year 2026.
•Diluted EPS was $2.52, compared to $3.89.
Segment Analysis
Disclosures related to our business segments are included in Note 16 of our Consolidated Financial Statements. We manage our business in four reportable segments: Architectural Metals, Architectural Services, Architectural Glass and Performance Surfaces.
The following table presents net sales, adjusted EBITDA and adjusted EBITDA margin by segment and the consolidated total.
% Change
(Dollars in thousands) 2026 2025 2024
2026 vs. 2025
2025 vs. 2024
Segment net sales
Architectural Metals $ 504,028 $ 524,709 $ 601,736 (3.9) % (12.8) %
Architectural Services 439,232 419,861 378,422 4.6 % 11.0 %
Architectural Glass 283,659 322,197 378,449 (12.0) % (14.9) %
Performance Surfaces 197,966 122,131 99,223 62.1 % 23.1 %
Total segment sales 1,424,885 1,388,898 1,457,830 2.6 % (4.7) %
Intersegment eliminations (20,152) (27,904) (40,888) (27.8) % (31.8) %
Net sales $ 1,404,733 $ 1,360,994 $ 1,416,942 3.2 % (3.9) %
Segment adjusted EBITDA
Architectural Metals $ 54,109 $ 70,591 $ 90,029 (23.3) % (21.6) %
Architectural Services 30,856 33,533 18,376 (8.0) % 82.5 %
Architectural Glass 45,699 71,664 77,738 (36.2) % (7.8) %
Performance Surfaces 41,643 30,886 27,273 34.8 % 13.2 %
Corporate and Other (5,004) (14,021) (35,119) (64.3) % (60.1) %
Adjusted EBITDA $ 167,303 $ 192,653 $ 178,297 (13.2) % 8.1 %
Segment adjusted EBITDA margin
Architectural Metals 10.7 % 13.5 % 15.0 %
Architectural Services 7.0 % 8.0 % 4.9 %
Architectural Glass 16.1 % 22.2 % 20.5 %
Performance Surfaces 21.0 % 25.3 % 27.5 %
Adjusted EBITDA margin 11.9 % 14.2 % 12.6 %
Architectural Metals
Comparison of Fiscal 2026 to Fiscal 2025
•Net sales were $504.0 million, compared to $524.7 million, due to lower volume, partially offset by favorable price.
•Adjusted EBITDA was $54.1 million, or 10.7% of net sales, compared to $70.6 million, or 13.5% of net sales. The decline in Adjusted EBITDA margin was primarily driven by inflation, including higher aluminum costs, and the impact of lower volume, partially offset by pricing, cost savings from Project Fortify Phase 2 and lower incentive compensation costs.
Architectural Services
Comparison of Fiscal 2026 to Fiscal 2025
•Net sales were $439.2 million, compared to $419.9 million. The increase in net sales was driven by increased volume, partially offset by unfavorable project mix and lower pricing.
•Adjusted EBITDA was $30.9 million, or 7.0% of net sales, compared to $33.5 million, or 8.0% of net sales. The decline in Adjusted EBITDA margin was primarily due to the impact of unfavorable project mix, lower price, and direct tariff expenses, partially offset by the impact of increased volume and lower incentive compensation costs.
•For the years ended February 28, 2026 and March 1, 2025, gross favorable and unfavorable cumulative catch-up adjustments on our longer-term contracts for changes in estimates were as follows:
(in thousands)
2026 2025
Gross favorable adjustments
$ 32,810 $ 28,430
Gross unfavorable adjustments
(23,978) (12,123)
Net adjustments
$ 8,832 $ 16,307
Architectural Glass
Comparison of Fiscal 2026 to Fiscal 2025
•Net sales were $283.7 million, compared to $322.2 million. The decrease in net sales was primarily driven by lower volume and price due to lower end-market demand.
•Adjusted EBITDA was $45.7 million, or 16.1% of net sales, compared to $71.7 million, or 22.2% of net sales. The decline in Adjusted EBITDA margin was primarily driven by the impact from lower volume and price, and higher manufacturing costs, partially offset by lower incentive compensation costs.
Performance Surfaces
Comparison of Fiscal 2026 to Fiscal 2025
•Net sales were $198.0 million, compared to $122.1 million. The increase was driven by $65.3 million of inorganic sales contribution from the acquisition of UW Solutions, and higher volume and price.
•Adjusted EBITDA was $41.6 million, or 21.0% of net sales, compared to $30.9 million, or 25.3% of net sales. The decline in Adjusted EBITDA margin was primarily driven by higher manufacturing costs and the dilutive effect of lower adjusted EBITDA margin from the UW Solutions acquisition, partially offset by favorable product mix and price.
Corporate and Other
Comparison of Fiscal 2026 to Fiscal 2025
•Corporate and Other Adjusted EBITDA expense was $5.0 million, compared to $14.0 million. The decline in Corporate expense was primarily due to lower incentive compensation and risk-related insurance costs, partially offset by higher health insurance costs.
Backlog
Backlog is defined as the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which is expected to be recognized as revenue. Backlog is an operating measure used by management to assess future potential sales revenue. Backlog is not a term defined under GAAP and is not a measure of contract profitability. Backlog should not be used as the sole indicator of future revenue because we have a substantial number of projects with short lead times that book-and-bill within the same reporting period that are not included in backlog.
As of fiscal 2026 year-end, backlog in the Architectural Services Segment was $693.8 million, compared to $720.3 million at the end of the prior year.
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin
Twelve Months Ended February 28, 2026
(In thousands) (Unaudited) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated
Net earnings (loss) $ 37,775 $ 12,193 $ 32,661 $ 24,659 $ (53,157) $ 54,131
Interest expense (income), net 1,733 (310) (699) - 13,252 13,976
Income tax (benefit) expense (43) (8) 295 - 23,081 23,325
Depreciation and amortization 14,813 3,593 13,442 15,153 2,997 49,998
EBITDA 54,278 15,468 45,699 39,812 (13,827) 141,430
Acquisition-related costs (1)
- - - 1,831 313 2,144
Restructuring costs (2)
6,571 15,388 - - 5,484 27,443
CEO transition costs (3)
- - - - 3,026 3,026
NMTC settlement gain (4)
(6,740) - - - - (6,740)
Adjusted EBITDA $ 54,109 $ 30,856 $ 45,699 $ 41,643 $ (5,004) $ 167,303
EBITDA margin 10.8 % 3.5 % 16.1 % 20.1 % N/M 10.1 %
Adjusted EBITDA margin 10.7 % 7.0 % 16.1 % 21.0 % N/M 11.9 %
Twelve Months Ended March 01, 2025
(In thousands) (Unaudited) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated
Net earnings (loss) $ 40,345 $ 30,035 $ 60,451 $ 19,611 $ (65,390) $ 85,052
Interest expense (income), net 2,113 10 (408) - 4,444 6,159
Income tax expense (benefit) 7 - (653) - 28,168 27,522
Depreciation and amortization 16,471 3,978 12,274 9,086 2,799 44,608
EBITDA 58,936 34,023 71,664 28,697 (29,979) 163,341
Acquisition-related costs (1)
- - - 2,189 5,773 7,962
Restructuring costs (2)
4,021 (490) - - 792 4,323
Impairment expense (5)
7,634 - - - - 7,634
Arbitration award expense (6)
- - - - 9,393 9,393
Adjusted EBITDA $ 70,591 $ 33,533 $ 71,664 $ 30,886 $ (14,021) $ 192,653
EBITDA margin 11.2 % 8.1 % 22.2 % 23.5 % N/M 12.0 %
Adjusted EBITDA margin 13.5 % 8.0 % 22.2 % 25.3 % N/M 14.2 %
(1) Acquisition-related costs include one-time expenses incurred to integrate the UW Solutions acquisition and excludes $2.3 million of backlog amortization added back as part of depreciation and amortization above.
(2)
Restructuring costs related to Project Fortify. Costs incurred in fiscal year 2025 were associated with Phase 1 and costs incurred in fiscal year 2026 are associated with Phase 2, including $11.5 million of asset impairment charges in fiscal 2026.
(3) Transition costs related to departure of Chief Executive Officer during the third quarter of fiscal 2026.
(4) Gain related to the settlement of a New Markets Tax Credit transaction.
(5) Impairment expense on intangible assets in the Architectural Metals Segment.
(6) Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.
Adjusted net earnings and adjusted diluted earnings per share
Twelve Months Ended
(In thousands) (Unaudited) February 28, 2026 March 1, 2025
Net earnings $ 54,131 $ 85,052
Acquisition-related costs (1)
2,144 10,302
Restructuring costs (2)
27,443 4,323
CEO transition costs (3)
3,026 -
NMTC settlement gain (4)
(6,740) -
Impairment expense (5)
- 7,634
Arbitration award expense (6)
- 9,393
Income tax impact on above adjustments (7)
(5,321) (7,832)
Adjusted net earnings $ 74,683 $ 108,872
Twelve Months Ended
(Shares in thousands) (Unaudited) February 28, 2026 March 1, 2025
Diluted earnings per share $ 2.52 $ 3.89
Acquisition-related costs (1)
0.10 0.47
Restructuring costs (2)
1.28 0.20
CEO transition costs (3)
0.14 -
NMTC settlement gain (4)
(0.31) -
Impairment expense (5)
- 0.35
Arbitration award expense (6)
- 0.43
Income tax impact on above adjustments (7)
(0.25) (0.36)
Adjusted diluted earnings per share $ 3.47 $ 4.97
Weighted average diluted shares outstanding 21,517 21,891
(1) Acquisition-related costs include one-time expenses incurred to integrate the UW Solutions acquisition.
(2)
Restructuring costs related to Project Fortify. Costs incurred in fiscal year 2025 were associated with Phase 1 and costs incurred in fiscal year 2026 are associated with Phase 2, including $11.5 million of asset impairment charges in fiscal 2026.
(3) Transition costs related to departure of Chief Executive Officer during the third quarter of fiscal 2026.
(4) Gain related to the settlement of a New Market Tax Credit transaction.
(5) Impairment expense on intangible assets in the Architectural Metals Segment.
(6) Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.
(7) Income tax impact reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred.
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 $122.5 million, compared to $125.2 million. . The decline in cash provided by operating activities was driven by reduced net earnings, partially offset by a reduction in cash used for working capital.
Investing Activities. Net cash used by investing activities was $30.5 million, compared to $265.9 million. In fiscal 2026, cash was primarily used to fund capital expenditures of $27.3 million, while in fiscal 2025, cash was primarily used to fund the acquisition of UW Solutions for $232.2 million, in addition to funding capital expenditures of $35.6 million.
Financing Activities. Net cash used by financing activities was $96.2 million in fiscal 2026, compared to $146.0 million of net cash provided by financing activities in fiscal 2025. The use of cash in fiscal 2026 was primarily for net repayment of debt compared to obtaining debt funding in fiscal 2025 to support the acquisition of UW Solutions. Net cash used to repurchase common stock was $15.0 million and $45.4 million for fiscal 2026 and fiscal 2025, respectively.
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.
On July 19, 2024, we entered into a Credit Agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders. The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to $700.0 million, in which commitments were made through a $450.0 million, five-year revolving credit facility and a committed $250.0 million delayed draw term loan facility. Borrowings under the revolving credit facility can be in Canadian dollars (CAD) limited to $25.0 million USD. The term loan facility may be utilized in up to two draw downs, which are available to be made within one year after the closing date. The senior credit facility has a term of five years with a maturity date of July 19, 2029.
The Credit Agreement replaces the previous revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and other lenders, with maximum borrowings up to $385.0 million, and the two Canadian credit facilities with Bank of Montreal totaling $25.0 million USD.
The Credit Agreement contains two maintenance financial covenants that require our Consolidated Leverage Ratio (as defined in the Credit Agreement) to be less than 3.50 and our Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) to exceed 3.00. At February 28, 2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement.
The Credit Agreement also contains 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 Consolidated Leverage Ratio (as defined in the Credit Agreement) to 4.00 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 Credit Agreement, and at least two fiscal quarters must separate qualifying acquisitions.
Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate (SOFR), or, for CAD borrowings, Canadian Overnight Repo Rate Average (CORRA) plus a margin based on the Consolidated Leverage Ratio (as defined in the Credit Agreement). For Base Rate borrowings, the margin ranges from 0.25% to 0.75%. For Term SOFR and CORRA borrowings, the margin ranges from 1.25% to 1.75%, with an incremental Term SOFR and CORRA adjustment of 0.10% and 0.29547%.
The Credit Agreement also contains an "accordion" provision. Under this provision, we can request that the senior credit facility be increased unlimited additional amounts. Any lender may elect or decline to participate in the requested increase at their sole discretion.
As of February 28, 2026, outstanding borrowings under the term loan facility were $212.3 million and outstanding borrowings under the revolving credit facility were $20.0 million. As of March 1, 2025, outstanding borrowings under the term loan and credit facility were $215.0 million and $70.0 million, respectively. Outstanding borrowings under the previous revolving credit facility were $50.0 million as of March 2, 2024. We had no outstanding borrowings under the Canadian facilities as of March 2, 2024.
At March 2, 2024, debt included $12.0 million of industrial revenue bonds. We had no outstanding industrial revenue bonds as of February 28, 2026, or March 1, 2025, as in the fourth quarter of fiscal 2025 we paid the remaining balance of these bonds, including principal and interest outstanding, without penalty.
At February 28, 2026, we had a total of $2.6 million of ongoing letters of credit that expire in fiscal year 2027 and reduce borrowing capacity under the revolving credit facility. As of February 28, 2026, the amount available for revolving borrowings was $427.4 million.
We acquire the use of certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment. Future payments for such leases, excluding leases with initial terms of one year or less, were $60.8 million at February 28, 2026, with $15.8 million payable within the next 12 months. See Note 8 to our Consolidated Financial Statements for further detail surrounding our lease obligations and the timing of expected future payments.
As of February 28, 2026, we had $15.1 million of open purchase obligations, primarily related to raw material commitments, of which payments totaling $9.3 million are expected to become due within the next 12 months.
As of February 28, 2026, we had reserves of $4.1 million for long-term unrecognized tax benefits. We are unable to reasonably estimate in which future periods the remaining unrecognized tax benefits will ultimately be settled.
We are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance. At February 28, 2026, $267.5 million of our backlog was bonded by performance bonds with a face value of $1.3 billion. These bonds have expiration dates that align with completion of the purchase order or contract. We have never been required to make payments under surety or performance bonds with respect to our existing 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 material 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.
Recently Issued Accounting Pronouncements
See Note 1 to our Consolidated Financial Statements in Item 8 of this Form 10-K for information pertaining to recently issued accounting pronouncements, incorporated herein by reference.
Critical Accounting Policies and Estimates
Our analysis of operations and financial condition is based on our consolidated financial statements prepared in accordance with GAAP. Preparation of these consolidated financial statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the consolidated financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent assets and liabilities. Our estimates are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under other assumptions or circumstances.
We consider the following items in our consolidated financial statements to require significant estimation or judgment.
Revenue recognition
We generate revenue from the design, engineering and fabrication of architectural glass, curtainwall, window, storefront and entrance systems, and from installing those products on non-residential buildings. We also manufacture value-added glass, acrylic, and industrial flooring products. Due to the diverse nature of our operations and various types of contracts with customers, we have businesses that recognize revenue over time and businesses that recognize revenue at a point in time. We believe the most significant areas of estimation and judgment are related to our businesses that recognize revenue using the over-time input method.
Approximately 35% of our total revenue in fiscal 2026 was from longer-term, fixed-price contracts, which are primarily in our Architectural Services Segment. The contracts in this segment have a single, bundled performance obligation, as this business generally provides interrelated products and services and integrates these products and services into a combined output specified by the customer. The customer obtains control of this combined output over time. We measure progress on these contracts following an input method, by comparing total costs incurred to-date to the total estimated costs for the contract, and record that proportion of the total contract price as revenue in the period. Contract costs include materials, labor and other direct costs related to contract performance. We believe this method of recognizing revenue is consistent with our progress in satisfying our contract obligations.
Due to the nature of the work required under these long-term contracts, the estimation of total costs remaining to complete on a project is subject to many variables and requires significant judgment. It is common for these contracts to contain potential bonuses or penalties which are generally awarded or charged upon certain project milestones or cost or timing targets, and can be based on customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on our assessments of anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.
Long-term contracts are often modified to account for changes in contract specifications and requirements of work to be performed. We consider contract modifications to exist when the modification, generally through a change order, either creates new or changes existing enforceable rights and obligations, and we evaluate these types of modifications to determine whether they may be considered distinct performance obligations. In many cases, these contract modifications are for goods or services that are not distinct from the existing contract, due to the significant integration service provided in the context of the contract. Therefore, these modifications are generally accounted for as part of the existing contract. The effect of a contract modification on the transaction price and our measure of progress is recognized as an adjustment to revenue, generally on a cumulative catch-up basis.
Due to the significant judgments utilized in our revenue recognition on long-term contracts, if subsequent actual results and/or updated assumptions, estimates, or projections were to materially change from those utilized at February 28, 2026, our results of operations in the future could be materially impacted.
Goodwill and indefinite-lived intangible asset valuation
Goodwill
We evaluate goodwill for impairment annually on the first day in our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable. Evaluating goodwill for impairment involves the determination of the fair value of each reporting unit in which goodwill is recorded using a qualitative or quantitative analysis. A reporting unit is an operating segment, or a component of an operating segment, for which discrete financial information is available and reviewed by segment management on a regular basis. The reporting units for our fiscal 2026 annual impairment test align with our Architectural Metals, Architectural Services, Architectural Glass, and Performance Surfaces Segments.
For the fiscal 2026 impairment test, we elected to bypass the qualitative assessment process and proceeded directly to comparing the estimated fair value of each of our reporting units to carrying value, including goodwill. If fair value exceeds the carrying value, goodwill impairment is not indicated. If the carrying amount of a reporting unit is higher than its estimated fair value, the excess is recognized as an impairment expense.
We estimate the fair value of a reporting unit using both the income approach and the market approach. The income approach uses a discounted cash flow methodology that involves significant judgment and projections of future performance. Assumptions about future revenues and future operating expenses, capital expenditures and changes in working capital are based on the annual operating plan and other business plans for each reporting unit. These plans take into consideration numerous factors, including historical experience, current and future operational plans, anticipated future economic conditions and growth expectations for the industries and end markets in which we participate. These projections are discounted using a weighted-average cost of capital, which considers the risk inherent in our projections of future cash flows. We determine the weighted-average cost of capital for this analysis by weighting the required returns on interest-bearing debt and common equity capital in proportion to their estimated percentages in an expected capital structure, using published data where possible. We used discount rates that are commensurate with the risks and uncertainties inherent in the respective businesses and in the internally developed forecasts. The market approach uses a multiple of earnings and revenue based on publicly traded companies.
Based on these analyses, estimated fair value exceeded carrying value at all of our reporting units. The discounted cash flow projections used in these analyses are dependent upon achieving forecasted levels of revenue and profitability. If revenue or profitability were to fall below forecasted levels, or if market conditions were to decline in a material or sustained manner, impairment could be indicated at our reporting units and we could incur non-cash impairment expense that would negatively impact our net earnings. For example, keeping all other assumptions constant, a 100 basis point increase in the weighted average cost of capital would cause the estimated fair values of our reporting units to decrease in the range of $9 million to $39 million. In addition, keeping all other assumptions constant, a 100 basis point reduction in the long-term growth rate would cause the estimated fair values of our reporting units to decrease in the range of $11 million to $18 million. Given the amounts by which the fair value exceeds the carrying value for each of our reporting units, the decreases in estimated fair values described above would not have significantly impacted the results of our impairment tests.
Indefinite-lived intangible assets
We have intangible assets for certain acquired trade names and trademarks which we have determined to have indefinite useful lives. We evaluate the reasonableness of the useful lives and 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.
For our fiscal 2026 annual impairment test, we bypassed a qualitative assessment and performed a quantitative impairment test to compare the fair value of each indefinite-lived intangible asset with its carrying value. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment expense is recognized in an amount equal to that excess. If an impairment expense is recognized, the adjusted carrying amount becomes the asset's new accounting basis.
Fair value is measured using the relief-from-royalty method. This method assumes the trade name or trademark has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from the asset. This method requires estimation of future revenue from the related asset, the appropriate royalty rate, and the weighted average cost of capital. The assessment of fair value involves significant judgment and projections about future performance. In the fair value analysis, we assumed a discount rate of 13%, a royalty rate of 1.5%, and a long-term growth rate of 1.0%. Based on our annual analysis, the fair value of our indefinite-lived intangible assets exceeded carrying value.
We continue to conclude that the useful lives of our indefinite-lived intangible assets are appropriate. If future revenue were to fall below forecasted levels or if market conditions were to decline in a material or sustained manner, impairment could be indicated on these indefinite-lived intangible assets.
Reserves for disputes and claims regarding product liability, warranties and other project-related contingencies
We are subject to claims associated with our products and services, principally as a result of disputes with our customers involving the performance or aesthetics of our products, some of which may be covered under our warranty policies. 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. We also 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. The time period from when a claim is asserted to when it is resolved, either by negotiation, settlement or litigation, can be several years. While we maintain various types of product liability insurance, the insurance policies include significant self-retention of risk in the form of policy deductibles. In addition, certain claims could be
determined to be uninsured. We also actively manage the risk of these exposures through contract negotiations and proactive project management.
We reserve estimated exposures on known claims, as well as on a portion of anticipated claims for product warranty and rework costs, based on similar historical product liability claims, as a ratio of sales. We also reserve for estimated exposures on other claims as they are known and reasonably estimable.
Income taxes
We are required to make judgments regarding the potential tax effects of various financial transactions and ongoing operations to estimate our obligation to taxing authorities. These tax obligations include income, real estate, franchise and sales/use taxes. Judgments related to income taxes require the evaluation and recognition in our financial statements that a tax position is more-likely-than-not to be sustained on audit.
Judgment and estimation is required in developing a provision for income taxes and recognizing tax-related assets and liabilities and, if necessary, any valuation allowances. The interpretation of tax laws can involve uncertainty, since tax authorities may interpret such laws differently. Actual income tax could vary from estimated amounts and may result in favorable or unfavorable impacts to net income, cash flows and tax-related assets and liabilities. In addition, the effective tax rate may be affected by other changes, including the allocation of property, payroll and revenues between states.
We assess deferred tax assets for recoverability taking into consideration historical and anticipated earnings levels; the reversal of other existing temporary differences; available net operating losses and tax carryforwards; and available tax planning strategies that could be implemented to realize the deferred tax assets. Based on this assessment, management must evaluate the need for, and amount of, a valuation allowance against deferred tax assets. As facts and circumstances change, adjustment to the valuation allowance may be required.
Apogee Enterprises Inc. published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 24, 2026 at 17:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]