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| APOG > SEC Filings for APOG > Form 10-K on 29-Apr-2009 | All Recent SEC Filings |
29-Apr-2009
Annual Report
• Despite a decrease in revenues, operating income in the LSO segment improved 10 percent due to improved productivity and a strong mix of our best value-added picture framing glass and acrylic products.
• We completed key strategic capital investments that position us for efficient growth when markets improve, and allow us to reduce capital spending to less than $20 million in fiscal 2010, a level that adequately funds safety and maintenance requirements, as well as expansion of our "green" product offerings.
• Our backlog decreased 38 percent to $317.4 million at February 28, 2009 compared to $512.6 million at March 1, 2008.
• The Architectural segment backlog, which represents more than 99 percent of the backlog, decreased 38 percent from the prior year as a result of cancellations and slowing bid-to-award timing, despite strong bidding activity.
• During the third quarter and in connection with PPG's sale of its automotive replacement glass businesses, we exercised our right to sell our minority interest in the PPG Auto Glass joint venture, resulting in cash proceeds of $27.1 million and a pretax gain on sale of approximately $2.0 million. These proceeds were used to pay down outstanding borrowings on our revolving credit facility.
• We generated strong cash flow from operations, while paying off all of our bank debt. As of February 28, 2009 the only long-term debt remaining was $8.4 million in low-interest industrial revenue bonds, which we intend to retain.
Strategy. The following describes our business strategy for each of our
segments.
Architectural segment. Our Architectural segment serves the commercial
construction market which is highly cyclical. We have five companies within this
segment that participate at various stages of the glass fabrication, window and
wall supply chain - each with nationally recognized brands and leading positions
in their target market segments. These window and wall systems enclose
commercial buildings such as offices, hospitals, educational facilities,
government facilities, high-end condominiums and retail centers. We believe
building contractors value our ability to deliver quality, customized window and
curtainwall solutions to projects on time and on budget, helping to minimize
costly job-site labor overruns. Their customers - building owners and developers
- value the distinctive look, energy efficient and hurricane and blast
protection features of our glass systems. These benefits can contribute to
higher lease rates, lower operating costs due to the energy efficiency of our
value-added glass, a more comfortable environment for building occupants, and
protection for buildings and occupants from hurricanes and blasts.
We look at several market indicators such as office space vacancy rates,
architectural billing statistics and other economic indicators to gain insight
into the commercial construction market. One of our primary indicators is the
U.S. non-residential construction market activity as documented by McGraw-Hill
Construction/F.W. Dodge (McGraw-Hill), a leading independent provider of
construction industry analysis, forecasts and trends. We adjust this information
(which is based on construction starts) to align with our fiscal year and the
lag that is required to account for when our products and services typically are
initiated in a construction project - approximately nine months after project
start. From the spring calendar 2009 McGraw-Hill report, the U.S.
non-residential construction market had an annual compounded growth rate of
13 percent over our past three fiscal years. Our segment's compounded annual
growth rate over that same period was 14 percent.
Our overall strategy in this segment is to defend and grow over a cycle by
extending our presence while remaining focused on distinctive solutions for
enclosing commercial buildings by leveraging our leading brands,
energy-efficient products and high quality and service. Each of our existing
businesses has the ability to grow through geographic or product line expansion,
and there are also adjacent market segments we regularly penetrate. In addition,
we aspire to lead our markets in the development of practical energy-efficient
products for "green" buildings and the ability to deliver them in a sustainable
manner.
Over the last several years we have added capacity to serve the U.S. market for
architectural window and wall systems. These investments included construction
of a third location and expansion of two existing locations for our
architectural glass fabrication business. We also constructed a new window and
wall manufacturing facility to Leadership in Energy and Environmental Design
(LEED) Silver standards to replace antiquated facilities. In addition, we
acquired Tubelite, a storefront and entrance fabricator, in the fourth quarter
of fiscal 2008, entering a significant segment of the commercial building
enclosure market in which we had not previously had a presence. Our
architectural businesses have introduced products and services designed to meet
the growing demand for green building materials. These products have included
new energy efficient glass coatings, thermally-enhanced aluminum framing
systems, and systems with high amounts of recycled content.
While the U.S. commercial construction market will continue to contract, we
continue to pursue the same basic strategy with some adjustment for market
conditions. We have been and continue to take measures to keep our cost
structure in line with revenue including continuing to focus on productivity. We
are more aggressively pursuing international markets and the broader domestic
markets for our architectural glass products. We are bidding installation work
in new metropolitan markets to offset declines in core markets. We are focusing
on renovation and new projects in the institutional sector, which should be more
stable than private sector construction. We are tightening our capital spending
criteria, although we continue to have cash available for strategic investments.
We expect to emerge from the current recession poised to win market share from
competitors who were not as well positioned to weather the current down cycle.
LSO segment. Our basic strategy in this segment is to convert the custom picture
framing market from clear uncoated glass to value-added glass that protects art
from UV damage while minimizing reflection from the glass so that viewers see
the art rather than the glass. We estimate that approximately 30 percent of the
retail picture framing market has converted to value-added glass while the
ultimate potential is significantly higher. We offer a variety of products with
varying levels of reflection control and promote the benefits to consumers with
point-of-purchase displays and other promotional materials. We also work to
educate the fragmented custom picture framing market on the opportunity to
improve the profitability of their framing business by offering value-added
glass.
In fiscal 2009, we extended this strategy to the fine art market, which includes
museums and private collections. We also made capital investments to support the
conversion to value-added picture framing products as well as to grow the fine
art market. As part of that extension, we developed value-added acrylic products
in addition to glass. Acrylic is a preferred material in the fine art markets
because the art can be much larger and weight is an important consideration.
Results of Operations Net Sales (Dollars in thousands) 2009 2008 2007 2009 vs. 2008 2008 vs. 2007 Net sales $ 925,502 $ 881,809 $ 778,847 5.0 % 13.2 % |
Fiscal 2009 Compared to Fiscal 2008
The 5.0 percent increase in sales was primarily due to the full-year impact of
the acquisition of the storefront and entrance business late in fiscal 2008 and
from volume increases resulting from the fiscal 2008 capacity expansions in our
architectural glass business. This business also benefited from price increases
as a result of the improved commercial construction market experienced through
most of the year. These were offset by the impacts of cancellations and delays
that occurred late in the third quarter and through the fourth quarter, mostly
impacting volume in our architectural glass and window and wall business, and
lower LSO segment sales from reduced picture framing demand.
Fiscal 2008 Compared to Fiscal 2007
The 13.2 percent increase in sales was primarily due to an improved commercial
construction market, enabling us to increase volume across all our Architectural
segment businesses, but primarily in the architectural glass fabrication
business. We were able to increase volume in glass fabrication as a result of
increased capacity, including the start-up of the St. George, Utah facility.
Sales were also impacted by improved pricing/mix in the architectural glass
fabrication and window businesses, and improved job cost flow in our
architectural glass installation business. It should be noted that fiscal 2008
contained only 52 weeks compared to 53 weeks in fiscal 2007, which negatively
impacted fiscal 2008 net sales by 2 percent.
Performance
The relationship between various components of operations, as a percentage of
net sales, is illustrated below for the past three fiscal years.
(Percentage of net sales) 2009 2008 2007 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 78.3 79.0 80.9 Gross profit 21.7 21.0 19.1 Selling, general and administrative expenses 13.3 13.5 13.0 Operating income 8.4 7.5 6.1 Interest income 0.1 0.1 0.1 Interest expense 0.2 0.3 0.3 Other income, net - - - Results from equity method investee 0.2 (0.3 ) 0.4 Earnings from continuing operations before income taxes 8.5 7.0 6.3 Income tax expense 3.0 2.1 2.2 Earnings from continuing operations 5.5 4.9 4.1 Earnings from discontinued operations, net of income taxes - 0.6 - Net earnings 5.5 % 5.5 % 4.1 % Effective income tax rate for continuing operations 35.0 % 30.7 % 35.1 % |
Fiscal 2009 Compared to Fiscal 2008
Consolidated gross profit improved by 0.7 percentage points primarily as a
result of better execution by the installation and window businesses on projects
with good margins, a good overall mix of projects and good pricing at our
architectural glass business, slightly offset by operational challenges in the
second and third quarters at our architectural glass business. Additionally, our
picture framing business saw a strong mix of our best value-added glass and
acrylic products and improved productivity.
Selling, general and administrative (SG&A) expenses decreased as a percent of
sales to 13.3 percent in fiscal 2009 from 13.5 percent in fiscal 2008, while
spending increased by $4.4 million. The decrease as a percent of sales primarily
relates to reduced long-term executive compensation expenses, related to lower
projected payouts of stock-based incentives as a result of reducing our
financial outlook for future years. The remaining decrease as a percent of sales
is due to leveraging expenses over a higher level of sales dollars. The increase
in spending was due to expenditures to update our computer systems and
information technology infrastructure, as well as the impact of amortization of
intangibles related to the storefront and entrance business acquisition.
Interest expense decreased $0.7 million from fiscal 2008 to fiscal 2009. This
decrease includes a $0.4 million decline due to lower weighted average interest
rates on our revolving credit facility and a $0.3 million increase in the amount
of interest capitalized for capital expenditure projects.
Equity in affiliated companies reflected our 34 percent interest in an
automotive replacement glass distribution business, PPG Auto Glass, LLC (PPG
AG). During fiscal 2009 and in connection with PPG's sale of its automotive
replacement glass businesses, we exercised our right to sell our minority
interest in the PPG Auto Glass joint venture, resulting in cash proceeds of
$27.1 million and a pretax gain on sale of approximately $2.0 million. Excluding
the gain on sale, equity in affiliated companies reported a loss of $0.1 million
for fiscal 2009 compared to $2.2 million of income in the prior-year period.
This was due primarily to soft conditions in the auto glass replacement market
during fiscal 2009. During fiscal 2008, we recorded a $4.7 million impairment
charge related to the PPG Auto Glass joint venture, as well as a $0.3 million
write-off of another equity-method investment. Both charges are reflected in our
consolidated results of operations as an impairment charge on investment in
affiliated company.
The effective income tax rate for fiscal 2009 was 35.0 percent compared to
30.7 percent in fiscal 2008. The increase in the effective tax rate was
primarily due to a benefit recognized in the prior year upon conclusion of the
analysis of research and development tax credits. The prior year included both
fiscal 2008 and additional prior years' research and development tax credits,
which lowered the rate. The current year was also impacted, to a lesser extent,
by research and development tax credits taken, for fiscal 2009 only.
In fiscal 2009, there was an immaterial net loss from discontinued operations of
$0.2 million compared to income of $5.4 million in fiscal 2008. Prior-year
results included the gain on sale of certain assets related to our Auto Glass
business of $3.7 million, a reduction in reserves of $2.2 million related to
resolution of an outstanding legal matter in our discontinued European
curtainwall operations, and net loss from operations of our Auto Glass business
of $0.5 million.
Fiscal 2008 Compared to Fiscal 2007
Consolidated gross profit improved by 1.9 percentage points primarily as a
result of pricing and better mix of projects within our architectural glass,
window and installation businesses. The gross margin also benefited from higher
capacity utilization in the Architectural segment businesses, as well as
improved mix in the LSO segment. Gross profit as a percentage of sales includes
the impact of approximately 0.7 negative percentage points for the year as a
result of third-quarter write downs of $6.5 million on three architectural glass
installation projects in the Florida market. As we neared completion of the
projects in the third quarter, we identified significant workmanship and quality
issues that would require significant costs to remediate and would likely result
in the payment of additional contractual remedies to our customers. These
write-downs reflected our conclusions that, as a result of these developments,
the ultimate costs of the projects would exceed contract revenues. During the
fourth quarter, we recorded $2.3 million of additional costs for remediation
activities to complete these projects and additional backcharges not previously
identified. Two of these jobs were essentially completed by the end of fiscal
2008, while we anticipated the last project would be completed during the first
quarter of fiscal 2009. The fourth-quarter cost increases were offset by
write-ups on other jobs within the installation business that occur in the
normal course of business.
Selling, general and administrative (SG&A) expenses increased as a percent of
sales from 13.0 percent in fiscal 2007 to 13.5 percent in fiscal 2008, an
increase of $18 million. This increase relates primarily to expenditures to
update our computer systems and information technology infrastructure, higher
salaries and wages to support our growth, and increased incentive compensation
expense due to improved financial performance.
Interest expense decreased $0.2 million from fiscal 2007 to fiscal 2008. This
decrease includes a $0.9 million decline due to lower average daily borrowing
and lower weighted average interest rates on our revolving credit facility,
partially offset by a decrease in interest capitalized for capital expenditure
projects.
Equity in affiliated companies reflects our 34 percent interest in an automotive
replacement glass distribution business, PPG Auto Glass, LLC (PPG AG). During
fiscal 2008, we recorded an impairment charge of $4.7 million on the goodwill
associated with this investment. In addition, our equity in the earnings of PPG
AG decreased from $2.8 million in fiscal 2007 to $2.2 million in fiscal 2008 as
this business faces difficult market conditions.
The effective income tax rate for fiscal 2008 was 30.7 percent compared to
35.1 percent in fiscal 2007. The primary reason for this decrease in rate was
due to the completion of an analysis of activities that are eligible for current
and prior-year research and development tax credits. Both fiscal 2008 and
additional prior-years' research and development tax credits were reflected in
the fiscal 2008 rate.
Earnings from discontinued operations of $5.4 million net of tax in fiscal 2008
resulted from the gain on sale of certain assets related to our Auto Glass
business of $3.7 million; the reduction in reserves of $2.2 million related to
resolution of an outstanding legal matter in our discontinued European
curtainwall operations; and net loss from operations of our Auto Glass business
of $0.5 million. In fiscal 2007, we had immaterial net earnings from
discontinued operations.
Segment Analysis
Architectural Products and Services (Architectural)
(In thousands) 2009 2008 2007
Net sales $ 854,034 $ 798,819 $ 694,888
Operating income 64,693 53,549 40,323
Operating income as a percent of sales 7.6 % 6.7 % 5.8 %
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Fiscal 2009 Compared to Fiscal 2008. Fiscal 2009 net sales increased
$55.2 million or 6.9 percent over fiscal 2008, primarily due to the full-year
impact of the acquisition of Tubelite late in fiscal 2008. The full-year impact
of the acquisition accounted for 5.3 percentage points of the 6.9 percent
change. Additionally, volume increases from the fiscal 2008 capacity expansions,
and price increases as a result of the improved commercial construction market
experienced through most of the year in our architectural glass business
increased revenues. These were offset by the impacts of cancellations and delays
that occurred late in the third quarter and through the fourth quarter, mostly
impacting volume in our architectural glass and window and wall businesses.
The Architectural segment's operating income of $64.7 million, or 7.6 percent of
sales, increased $11.2 million or 20.8 percent over fiscal 2008 operating income
of $53.5 million. The primary driver of the year-over-year growth was solid
execution of projects with good margins and a good overall mix of projects
within our installation business. The architectural glass business saw good
pricing during the year, which was offset by mid-year operational challenges in
this business.
Fiscal 2008 Compared to Fiscal 2007. The $103.9 million or 15 percent increase
in Architectural net sales from fiscal 2007 to fiscal 2008 reflected increased
volume across all businesses, primarily due to an improved commercial
construction market. The improved market enabled us to utilize increased
capacity in the architectural glass fabrication business, leading to a
significant portion of the increase in volume. The increase in net sales was
also due to improved pricing, project mix and productivity in our architectural
glass fabrication and window businesses, and improved job cost flow in our
architectural glass installation business. Revenue from Tubelite subsequent to
our December 2007 acquisition totaled $10.5 million, or 1.5 percentage points,
of the overall fiscal-year increase.
The Architectural segment's operating income of $53.5 million, or 6.7 percent of
sales, increased $13.2 million or 32.8 percent over fiscal 2007 operating income
of $40.3 million. All businesses in the segment had improved operating income
except our architectural glass installation business, where we experienced
write-downs during the third and fourth quarters of fiscal 2008 on three
projects within the Florida market. Operating income improvements for the
Architectural segment reflected the impact of higher revenues as discussed
above, improved pricing and a more favorable mix of projects with higher
value-added features.
Large-Scale Optical Technologies (LSO)
(In thousands) 2009 2008 2007
Net sales $ 71,476 $ 82,993 $ 84,082
Operating income 16,897 15,398 10,215
Operating income as a percent of sales 23.6 % 18.6 % 12.1 %
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Fiscal 2009 Compared to Fiscal 2008. LSO revenues were down $11.5 million in fiscal 2009 to $71.5 million from $83.0 million in fiscal 2008. Revenues for this business were impacted by a declining custom picture framing industry that reduced square foot volume by 18 percent. The prior year also included $3.4 million in sales from the pre-framed art product line that was sold during the third quarter of fiscal 2008. These negative factors were partially offset by the incremental revenues earned from the shift in mix to our best value-added products. LSO segment operating income as a percent of sales improved to 23.6 percent in fiscal 2009 from 18.6 percent in fiscal 2008 as our picture framing business experienced improved productivity and a stronger mix of our best value-added picture framing glass and acrylic products in the current year, and as we exited our unprofitable pre-framed art product line. Fiscal 2008 Compared to Fiscal 2007. LSO revenues in fiscal 2008 decreased $1.1 million from fiscal 2007. This net decrease reflected a modest increase in revenues from our picture framing business resulting from favorable product mix of our value-added products, partially offset by a $4.0 million decrease in sales from the pre-framed art product line that was
sold during the third quarter of fiscal 2008. LSO segment operating income as a
percent of sales improved from 12.1 percent in fiscal 2007 to 18.6 percent in
fiscal 2008 as our picture framing business sold a higher percentage of our
best, value-added picture framing glass in fiscal 2008.
Consolidated Backlog
At February 28, 2009, our consolidated backlog was $317.4 million, down
38 percent from the $512.6 million reported at March 1, 2008. Project
cancellations and slow bid-to-award timing are impacting backlog levels, despite
steady bidding activity. The backlog of the Architectural segment represented
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