Apogee Enterprises 2026年第二季度净销售额达3.91亿美元

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

For the quarterly period ended August 29, 2026

For the transition period from             to             

Commission File Number: 0-6365

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APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 _________________________________

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:

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.

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 October 2, 2026, 20,895,599 shares of the registrant’s common stock, par value $0.33 1/3 per share, were outstanding.

APOGEE ENTERPRISES, INC. AND SUBSIDIARIES

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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

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CONSOLIDATED RESULTS OF OPERATIONS

(Unaudited)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Unaudited)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Summary of Significant Accounting Policies

Basis of presentation

The consolidated financial statements of Apogee Enterprises, Inc. (Apogee, 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 28, 2026. 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. The results of operations for the three and six month period ended August 29, 2026, are not necessarily indicative of the results to be expected for the full year.

Accounting standards not yet adopted

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

2.Revenue, Receivables and Contract Assets and Liabilities

Revenue

The following table disaggregates total revenue by timing of recognition (see Note 12 for disclosure of revenue by segment):

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 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 amount is no longer collectible.

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The following table summarizes the activity in the allowance for credit losses for the six months ended August 29, 2026:

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.

Other contract-related disclosures

Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that time frame. The transaction price associated with performance obligations that were not yet satisfied as of August 29, 2026, will be recognized as revenue in the following estimated time periods:

Due to the nature of the work required under these long-term contracts, the estimation of total revenue and costs of sales is subject to many variables and requires significant judgment. We estimate variable consideration at the most likely amount to which we expect to be entitled. Our final cost of sales estimates are based largely on our assessments of anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. Changes in estimated revenue, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a long-term contracts percentage of completion. When the current estimates of total revenues and costs at completion for a long-term contract indicate a loss, a provision for the entire loss on the long-term contract is recognized.

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The net cumulative catch-up adjustments on our longer-term contracts for changes in estimates had the following effect on the respective periods shown:

3.Supplemental Balance Sheet Information

Inventories

4.Financial Assets and Liabilities

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:

Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using third-party 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 August 29, 2026, 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. Investments that are due within one year are included in other current assets while those due after one year are included as other non-current assets. Gross realized gains and losses were insignificant for all periods presented.

Derivative instruments

We may use interest rate swaps, currency put options, forward purchase contracts, or other instruments 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 used, how such instruments are accounted for, and how such instruments impact our financial position and performance.

We have entered into interest rate swaps with a total notional value of $175.0 million, with expiration dates throughout fiscal 2030, to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.

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We have also entered into multiple aluminum commodity swap contracts with an aggregate notional value of $27.2 million to hedge a portion of our exposure to variability in cash flows associated with forecasted aluminum purchases. These swap contracts mature over the next twelve months, with final settlements occurring by May 2027.

The mark-to-market adjustments on these derivative instruments are recorded within our Consolidated Balance Sheets within other current assets or other current liabilities. Gains or losses associated with these instruments are recorded as a component within the Consolidated Statements of Comprehensive Earnings until which time the hedged transaction is settled and gains or losses are recorded in 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.

Financial assets and liabilities measured at fair value on a recurring basis were:

Money market funds

Fair value of money market funds was determined based on quoted prices for identical assets in active markets. These assets are included within cash and cash equivalents on our Consolidated Balance Sheets.

Municipal bonds

Municipal bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our Consolidated Balance Sheets as other current or other non-current assets based on maturity date.

Derivative instruments

Interest rate swaps are measured at fair value using other observable market inputs, based off benchmark interest rates. Forward purchase aluminum contracts are measured at fair value using other observable market inputs. Derivative positions are primarily valued using standard calculations and models that use as their basis readily observable market parameters. Industry standard data providers are our primary source for forward and spot rate information for interest and currency rates and aluminum prices.

Nonrecurring fair value measurements

We measure certain long‑lived assets — including goodwill, intangible assets, property and equipment, and right‑of‑use lease assets — at fair value on a nonrecurring basis when indicators of impairment are present. These assets, initially recorded at fair value upon acquisition or purchase, are evaluated periodically, and if impairment indicators exist, we compare their carrying values to their estimated fair values and recognize an impairment charge for any excess carrying value.

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5.Debt

We are party to 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 floating rate 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 senior credit facility has a term of five years with a maturity date of July 19, 2029.

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 August 29, 2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement.

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%, respectively.

Outstanding borrowings under the term loan facility and current floating rate revolving facility were $206.5 million and $129.0 million, respectively, as of August 29, 2026. At August 29, 2026, we had a total of $2.6 million of ongoing letters of credit related to the senior credit facility, construction contracts and insurance collateral that expire in fiscal 2027 and reduce borrowing capacity under the floating rate revolving credit facility to an amount of $318.4 million.

Interest payments under the credit facilities were $6.7 million and $9.0 million for the six months ended August 29, 2026 and August 30, 2025, respectively. The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swaps as of August 29, 2026, and February 28, 2026, were 4.45% and 4.44%, respectively.

The fair value of our senior credit facility approximated carrying value at August 29, 2026, 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.

6.Commitments and Contingent Liabilities

Bond commitments

In the ordinary course of business, predominantly in our Architectural Services Segment, we are required to provide surety or performance bonds that commit payments to our customers for non-performance against our contracts. At August 29, 2026, $1.2 billion of these types of bonds were outstanding, of which $264.3 million is in our backlog. These bonds have expiration dates that align with the completion of these contracts. We have never been required to make payments under surety or performance bonds with respect to our existing businesses.

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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 changes in manufacturing quality, changes in product mix, and any significant changes in sales volume.

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 and in certain parts of our Architectural Metals Segment. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages.

Letters of credit

At August 29, 2026, we had $2.6 million of ongoing letters of credit as discussed in Note 5.

Purchase obligations

Purchase obligations for raw material commitments and capital expenditures totaled $33.5 million as of August 29, 2026.

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.

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.

7.Supplier Finance Program Obligations

We have a supplier financing arrangement that enables select suppliers, at their sole discretion, to sell our receivables (i.e., our payment obligations to the suppliers) on a non-recourse basis in order to be paid earlier than our payment terms provide. These 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 the supplier’s decision to participate in the supplier financing program, and we do not provide any guarantees in connection with it. The balances owed are reflected in accounts payable in the Consolidated Balance Sheets and are reflected in operating activities in our Consolidated Statements of Cash Flows when settled.

The following table summarizes the obligation activity and outstanding balance for the six months ended August 29, 2026, that we have confirmed as valid to the administrators of our program:

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8.Shareholders' Equity

We paid dividends totaling $11.2 million ($0.54 per share) in the first six months of fiscal 2027, compared to dividends paid of $11.0 million ($0.52 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 six months ended August 29, 2026, we repurchased 428,220 shares under the program, for a total of $16.1 million. No shares were repurchased during the six months ended August 30, 2025. We have repurchased a total of 12,880,009 shares, at a total cost of $469.3 million, since the inception of this program in fiscal 2004. We have remaining authority to repurchase 1,369,991 shares under this program, which has no expiration date. We may 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.

Additionally, shares withheld from the vesting of restricted awards, or the settlement of performance-based awards, are treated as purchases and retirements, and are included within Other, net in the financing activities section in the Consolidated Statement of Cash Flows.

The Company maintains a Junior Preferred Stock plan, under which 200,000 shares of $1.00 par value junior preferred stock are authorized, with zero shares issued and outstanding as of August 29, 2026.

9.Share-Based Compensation

As part of our compensation structure, we grant stock-based compensation awards to certain employees and non-employee directors during the fiscal year. We have a 2019 Stock Incentive Plan and a 2019 Non-Employee Director Stock Plan (the Plans) that provide for the issuance of 2,950,000 and 300,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors. Awards under these Plans may be in the form of incentive stock options (to employees only), non-statutory options, stock-settled stock appreciation rights (SARs), restricted stock awards, or performance share unit awards, all of which are granted at a price or with an exercise price equal to the fair market value of the Company’s stock at the date of award.

We recorded share-based compensation expense, in which we account for any forfeitures as they occur, as follows:

At August 29, 2026, there was $13.0 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 1.7 years. The total fair value of shares vested during the six months ended August 29, 2026, was $3.3 million.

The table below sets forth the number of stock-based compensation awards granted during the six months ended August 29, 2026, along with the weighted average grant date fair value:

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10.Income Taxes

The Company files income tax returns in the U.S. (federal and certain states), Canada, Brazil and other international jurisdictions and is generally subject to limited audit activity. The Internal Revenue Service is in the process of conducting a U.S. federal examination for fiscal year 2023.

For the three months ended August 29, 2026, income tax expense as a percentage of earnings before income taxes was 26.4%, compared to 15.4% for the same period last year. The increase in the effective tax rate was primarily attributable to non-recurring favorable discrete tax items recognized in the prior year. For the six months ended August 29, 2026, income tax expense as a percentage of earnings before income tax was 26.8% compared to 30.9% for the same period last year due to lower earnings before income tax in the prior year.

11.Earnings per Share

Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding, including the dilutive effects of stock options, SARs and nonvested shares.

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

12.Business Segment Data

We have four operating segments which are also reportable segments. Each of our four segments has distinct economic characteristics, including products and services provided, production processes and varying ranges in performance and results:

•The Architectural Metals Segment designs, engineers, fabricates and finishes aluminum window, curtainwall, storefront and entrance systems used primarily in non-residential construction.

•The Architectural Services Segment integrates technical services, project management, and field installation services to design, engineer, fabricate, and install architectural curtainwall and other façade-related systems primarily in non-residential construction.

•The Architectural Glass Segment cuts, treats, coats and fabricates high-performance glass used in custom window and wall systems primarily for non-residential buildings.

•The Performance Surfaces Segment develops and manufactures high-performance coated materials for a variety of applications, including wall decor, museums, graphic design, digital displays, architectural interiors, and industrial flooring.

The Company’s CEO is the chief operating decision maker (CODM). The CODM utilizes segment net sales and adjusted EBITDA 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.

Net sales, adjusted cost of sales, adjusted SG&A, adjusted other expense, net, depreciation and amortization and the resulting adjusted EBITDA for each of the Company’s four reportable segments are presented below. Segment net sales is defined as net sales of the segment including sales related to intersegment transactions. We present intersegment net sales eliminations separately to exclude these sales from our consolidated total. Segment adjusted EBITDA includes 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.

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The following table presents the reconciliation of adjusted EBITDA to net earnings, the nearest measurement under U.S. GAAP:

13.Acquisition

On July 1, 2026, we completed the acquisition of Kalwall for $104.7 million in cash and an estimated $7.5 million of contingent consideration in the form of an earn-out. Kalwall is a U.S.-based, vertically integrated manufacturer of high-performance translucent day lighting solutions. The Kalwall business activity is included in our Glass Segment.

The total purchase consideration was $112.2 million of cash and contingent consideration, net of a preliminary net working capital adjustment of $0.8 million and cash acquired of $5.1 million. The acquisition was funded with borrowings under our existing credit facility. During the three-month and six-month period ended August 29, 2026, we incurred acquisition costs of $1.6 million and $2.4 million, respectively, which are included in selling, general and administrative expenses in our Consolidated Results of Operations.

The purchase of Kawall includes contingent consideration of up to $10 million, which may be earned this fiscal year upon achieving certain financial targets. As of August 29, 2026, fair value of this contingent consideration is estimated to be $7.5 million, which is included in other current liabilities in our Consolidated Balance Sheet.

We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill of $18.9 million. The goodwill recognized is attributable primarily to expected synergies and by providing a more comprehensive glass and substrate offering for the building envelope market by integrating Kalwall into our Glass Segment. The transaction was structured as a stock acquisition; therefore, the associated goodwill is not deductible for tax purposes. We have provisionally determined the fair values of the acquired intangible assets and the economic lives of the assets acquired. We assigned $34.3 million to customer relationships to be amortized over a 15-year expected life, based on Kalwall's historical customer attrition rates. We assigned $13.1 million to trade names to be amortized over a 15-year expected life. We assigned $2.4 million to contract backlog to be amortized over a 6-month expected life.

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The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date:

The impact of the acquisition of Kalwall on our consolidated results of operations for the three-month and six-month period ended on August 29, 2026 was $16.4 million of net sales and $0.9 million of net earnings. The net sales and net earnings represent approximately eight weeks of operating results, and include transaction and integration-related costs, interest and the net tax effect.

14.Restructuring

Project Fortify, announced in the fourth quarter of fiscal 2024, was a restructuring program designed to streamline operations, improve cost efficiency, and enhance the Company’s operating model, primarily within the Architectural Metals Segment. The program was completed in the fourth quarter of fiscal 2025. A second phase of Project Fortify (Phase 2) was announced during the first quarter of fiscal 2026, and focused on driving additional cost efficiencies and further optimizing the Company’s operating footprint and resource alignment.

During the second quarter of fiscal 2026, we incurred $3.1 million of pre-tax costs associated with Phase 2, of which $3.0 million was included in cost of sales and $0.1 million was included within SG&A. During the first six months of fiscal 2026, we incurred $18.5 million of pre-tax costs associated with Phase 2, of which, $9.9 million was included in cost of sales and $8.6 million was included within SG&A. During the first six months of fiscal 2026, SG&A charges include a $5.0 million non-cash intangible asset impairment charge in the Architectural Services Segment and a $2.6 million non-cash asset write-off and other charges in Corporate and Other. The actions associated with Phase 2 were substantially completed in the fourth quarter of fiscal 2026, and therefore no further activity occurred during the first six months of fiscal 2027.

The table below reflects the pretax impact of Project Fortify Phase 2 for the quarter ended August 30, 2025.

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The table below reflects the pretax impact of Project Fortify Phase 2 for the six months ended August 30, 2025.